Monday, July 16, 2012
Proposed Agreement between McHenry County and the McHenry County Economic Development Corporation
AGREEMENT BETWEEN THE COUNTY OF McHENRY
AND THE McHENRY COUNTY ECONOMIC DEVELOPMENT CORPORATION
THIS AGREEMENT, entered this ____ day of ______________ by and between the County of McHenry through the McHenry County Board (herein collectively called the “County”) and the McHenry County Economic Development Corporation (herein called the “Corporation”); and
WHEREAS, the County established the Corporation to manage the economic growth and development of McHenry County; and
WHEREAS, it is the intent of both the County and the Corporation to establish a public/private
partnership to continue a planned approach to the economic growth and development of the County outside the normal governmental structure; and
WHEREAS, the Corporation is an Illinois not-for-profit corporation, established for the purpose of drafting and implementing a strategic plan for the economic growth of the County; and
WHEREAS, the County supports the privatization of the County’s economic development efforts, while maintaining a strong interest in the accomplishment of the stated goals of the Corporation; and
NOW, THEREFORE, it is agreed between the parties hereto that;
SECTION 1: SCOPE OF SERVICE
A. Activities
The Corporation is the regional economic development organization that works in partnership with business, government and communities to promote the economic health of the County through the retention, expansion and attraction of commerce and industry which generates jobs for an improved quality of life. The Corporation shall engage in the following activities in support of its mission:
I. Retain and expand the growth of existing businesses and industries maintaining or increasing primary job creation
a) Provide business support assistance to existing primary job businesses. Primary jobs are defined as those that produce something that is consumed outside of the County. The revenue it generates is new money to the County economy and therefore adds wealth rather than just a recycling of existing local dollars.
b) Provide retention and expansion assistance.
c) Expand resource contracts in areas of non-traditional investors, private equity firms, factoring companies, vendors and increase capital funding and financial opportunities
d) Expand awareness of incentive programs to help existing businesses. Market the County Loan Fund to existing County businesses.
II. Attract, promote and support the development of a diversified economic base, considering industry sectors and size
a) Target and recruit new primary employers.
b) Increase awareness of access to capital funding opportunities.
c) Support incentive program to attract business. Market the County’s Loan Fund Program to attract new primary job businesses to the County.
d) Encourage revitalization of commercial, industrial and retail areas as appropriate to attract and to ensure optimal use of developed land.
III. Support needed infrastructure to further economic growth and stability
a) Engage collaboration on regional transportation and infrastructure projects at local, county, regional, state and federal levels
b) Manage collaboration with County, municipalities and other partners to work with utility providers to expand telecommunications and technology infrastructure.
c) Support the County’s Legislative Agenda that focuses on infrastructure priorities.
d) Support continued development of public transportation including PACE and
METRA.
e) Support the continued presence and improvement of agri-business, tourism and recreational infrastructure.
IV. Support workforce and educational opportunities to ensure a skilled, well trained workforce
a) Determine skills needs and drive training opportunities to match available jobs and skills needed. This includes consulting with the Workforce Investment Board and the McHenry County Workforce Network to identify skill levels and hiring needs of area employers.
b) Support education and training opportunities at all levels.
c) Increase opportunities through the Workforce Investment Board and McHenry County Workforce Network to meet with educators on site with area businesses to better assess current and future workforce skills needs.
d) Assist in developing current workforce data. Participate and provide data in local labor and workforce analysis studies.
e) Support National Career readiness training program (ACT).
V. Protect and enhance quality of life by advancing economic and environmental sustainability
a) Support sustainability by encouraging best practices in design and development of commercial/industrial space.
b) Support efforts to conserve natural resources.
c) Support increased availability of affordable housing.
B. General Administration
The Corporation will provide the required general administrative oversight to insure that the
appropriate level of financial management, record-keeping and reporting are maintained.
C. Key Results
The following measurable actions will be undertaken by the Corporation in support of the
activities stated in SECTION 1: SCOPE OF SERVICE. The Corporation will:
I. Subscribe to an Economic Impact Model. The Model will identify measurable effects associated with a specific activity in a specific location. The analysis will trace spending patterns throughout the economy and measure the cumulative effects of that spending. The Model will be made available to all municipalities and all projects affecting McHenry County.
II. Subscribe to a demographic information system which integrates hardware, software and data for capturing, managing, analyzing and display all forms of demographic referenced information relevant to the Economic Development Process. The system will allow the Corporation and authorized entities to view, understand, question, interpret and visualize data in multiple formats that reveal relationships, patterns and trends. The services will be made available to all businesses, municipalities, resident and entrepreneurs in McHenry County. A chart detailing the Economic Development Process is attached to
this Agreement as Exhibit A.
III. Collaborate with the County on transportation and infrastructure initiatives involving
State and Federal development and funding, which have mutually been determined to be
of vital interest to the economic well being and development of the County.
IV. Provide customized service and support to the County’s Primary Employers to retain and expand in the County. This service will consist of, but not be limited to; access to financial institutions and networks, workforce and building availability.
V. Collaborated with Illinois WorkNet and the Workforce Investment Board on current and future employment opportunities and job development in the County.
VI. Conduct quarterly Economic Development Update meetings with municipal economic development staff and commission representatives. Information presented at the meeting shall include, but not be limited to; trends in economic development, site search information, workforce development issues and presentation from related organization such as the State of Illinois’ Department of Commerce and Economic Opportunity (DCEO).
VII. Research and Coordinate County-wide site searches for businesses seeking to relocate within the County or from out of County.
VIII. Conduct business visitations with the County’s Primacy Employers.
IX. Market the McHenry County Loan Fund to potential borrowers.
X. Provide customized economic development consultation services across all business categories.
XI. Work collaboratively with the regional school system K-12 and higher education institutions to strategically address current and future workforce needs.
XII. Market the pro business high quality of life environment of the County to attract new businesses.
XIII. Collaborate with other regional, state and federal economic development organization on
regional economic issues and development.
The Corporation shall file a quarterly Contact Report with the County which will track the total activity of the Corporation relating to SECTION 1. ACTIVITIES C, Key Results I through XIII. The format of the Corporation’s quarterly report is attached to this Agreement as Exhibit B.
D. Staffing
The Corporation will, at all times, provide the minimum number of staff required operate the
program and to provide administrative oversight services for the Project.
E. Performance Monitoring
The County will monitor the performance of the Corporation against the provisions of SECTION 1: ACTIVITIES contained herein. Substandard performance as determined by the County will
constitute non-compliance with this Agreement. The Corporation shall correct any substandard
performance noted in writing by the County within ninety (90) days of written notice thereof unless an extension of this time limit is permitted by the County in writing. If action to correct such substandard performance is not taken by the Corporation, contract suspension or termination procedures may be initiated.
SECTION 2: COUNTY REPRESENTATION
The County shall appoint two (2) persons to serve as Directors and voting members of the
Corporation’s Board of Directors.
SECTION 3: TIME OF PERFORMANCE
Services of the Corporation shall start on the 1st day of December, 2012 and end on the 30th day
of November, 2013. The County has the option to continue the Agreement for an additional
three years based on the performance of the Corporation. Continuation of the Agreement and
actual annual budgeted amounts shall be subject to annual fiscal appropriation or approval of
funds by the County Board for that purpose. If such funds are not appropriated or approved in
whole or in part by the County Board, the County shall provide the Corporation with a written
notice of a change in annual appropriation amount or that the Agreement will terminate for
failure to appropriate or approve adequate funds to make budgeted payment under SECTION 5:
PAYMENT.
SECTION 4: BUDGET
The County’s contribution to the Corporation’s budget should shall be capped at the annual total
sum as detailed below in Sections A. through D. Additionally, the County’s contribution shall
not exceed 45% of the Corporation’s budget received revenues from other sources in Fiscal Year
2013 or in subsequent fiscal years if the option to extend the contract is exercised by the County.
If the Corporation’s budget received revenues from other sources in any fiscal year does not
achieve a 55%, outside source of funding, the County will adjust the amount of its annual
payment to 45% of the Corporation’s budget received revenues at the end of the first quarter’s
payment of the next fiscal year as determined by audited financial statements. If the Agreement
is not renewed by the County no adjustment will be pursued by the County if so needed.
Additionally, if an adjustment is required at the end of the Agreement’s extension term, no
adjustment will be pursued by the County. If an adjustment is not required, the following
amounts will be paid to the Corporation:
A. The County for the period December 1, 2012 through November 30, 2013 will pay the
Corporation a total sum of ________;
B. The County for the period of December 1, 2013 through November 30, 2014 will pay the
Corporation a total sum of ________;
C. The County for the period of December 1, 2014 through November 30, 2015 will pay the
Corporation a total sum of ________;
D. The County for the period of December 1, 2015 through November 30, 2016 will pay the
Corporation a total sum of ________.
SECTION 5: PAYMENT
It is expressly agreed and understood that the total amount to be paid by the County under this contract shall not exceed _____________. The County shall provide one-quarter of the total amount due that year to the Corporation on December 1st of each new County fiscal year minus any adjustment due to underperforming contributions. The remaining three-quarters of the total amount due to the Corporation shall be paid in three (3) equal payments to the Corporation on the 1st of March, June and September of each year of this Contract.
SECTION 6: NOTICES
Communication and details concerning this contract shall be directed to the following contact
representatives:
County:
Chairman, McHenry County Board
2200 N. Seminary Avenue
Woodstock, Illinois 60098
Administrator, McHenry County
2200 N. Seminary Avenue
Woodstock, Illinois 60098
Corporation:
Chairman, Board of Directors
McHenry County Economic Development Corporation
600 Dakota St., Unit F
Crystal Lake, Illinois 60012
President
McHenry County Economic Development Corporation
600 Dakota St., Unit F
Crystal Lake, Illinois 60012
SECTION 7: GENERAL CONDITIONS
A. Independent Contractor
Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Corporation shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The County shall be exempt from payment of any Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance as the Corporation is an independent contractor.
B. Hold Harmless
The Corporation will agree to indemnify, save harmless and defend the County, its agents, servants, and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and attorney’s fees, for or on account of any injury to any person, or any death at any time resultingfrom such injury, or any damage to property, which may arise or which may be alleged to have arisen out of or in connection with the work covered by this contract upon award. The foregoing indemnity shall apply except if such injury, death or damage is caused directly by the willful and wanton conduct of the County, its agents, servants, or employees or any other person indemnified hereunder.
C. Workers’ Compensation
Workers’ Compensation Insurance will cover all employees and meet statutory limits in compliance with applicable state and federal laws. The coverage must also include Employer’s Liability with minimum limits of $100,000 for each incident.
D. Insurance
I. General Requirements
The Corporation shall maintain for the duration of the contract and any extensions thereof, at its expense, insurance that includes “Occurrence” basis wording and is issued by a company or companies qualified to do business in the State of Illinois that are acceptable to the County, which generally requires that the company (ies) be assigned a Best’s Rating of A or higher with a Best’s financial size category of Class XIV or higher, in the following types and amounts:
a) Commercial General Liability in a broad form, to include, but not be limited to, coverage for the following where exposure exists: Bodily Injury and Property Damage, Premises/Operations, Independent Contractors, Products/Completed Operations, Independent Contractors, Products/Completed Operations, Personal Injury and Contractual Liability; limits of liability not less than: $500,000 per occurrence and $1,000,000 in the aggregate;
b) Business Auto Liability to include, but not be limited to, coverage for the following where exposure exists: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership; limits of liability not less than: $300,000 per occurrence combined single limit for: Bodily Injury Liability and Property Damage Liability
II. Certificate of Insurance
The Corporation agrees that with respect to the above required insurance that:
a) The County shall be noted as an additional insured under Corporation’s insurance coverage and shall be provided with Certificates of Insurance evidencing the above required insurance, prior to commencement of the contract and thereafter with certificates evidencing renewals or replacements of said policies of insurance at least fifteen (15) days prior to the expiration or cancellation of any such
policies;
b) The contractual liability arising out of the contract shall be acknowledged on the Certificate of Insurance by the insurance company. The County shall be provided with thirty (30) days prior notice, in writing, of Notice of Cancellation or material change and said notification requirement shall be stated on the Certificate of Insurance.
c) Subcontractors, if any, shall comply with the same insurance requirements;
and
d) Insurance Notices and Certificates of Insurance shall be provided to:
Deputy County Administrator
2200 N. Seminary Avenue, Room
Woodstock, Illinois 60098
III. County Recognition
The Corporation shall insure recognition of the role of the County agency in providing services through this contract. All activities, facilities and items utilized pursuant to this contract shall be prominently labeled as to funding source. In addition, the Corporation will include a reference to the support provided herein in all publications made possible with funds made available under this contract.
F. Amendments
This Agreement may not be amended without County approval. Any amendment to this Agreement must be executed in writing and signed by a duly authorized representative of both organizations. Such amendments shall not invalidate this Agreement, nor relieve or release the County or the Corporation from its obligations under this Agreement. However, the County may amend this agreement without Corporation approval under certain limited conditions as noted in this section.
The County may, in its discretion, amend this Agreement to conform to Federal, state or local
governmental guidelines, policies and available funding amounts. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both the County and Corporation.
G. Suspension or Termination
The County may suspend or terminate this Agreement, in whole or in part, if the Corporation
materially fails to comply with any terms of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the County may declare the Corporation ineligible for any further participation in the County’s contracts, in addition to other remedies as provided by law. In the event there is probable cause to believe the Corporation is in noncompliance with any applicable rules or regulations, the County may withhold up to fifteen (15) percent of said contract funds until such time as the Corporation is found to be in compliance by the County, or is otherwise adjudicated to be in compliance. The County will notify the Corporation in writing of any action to suspend or terminate prior to taking such action. The County will notify the Corporation in writing of an action to suspend or terminate sixty (60) days prior to taking such action. During the sixty (60) day period, Corporation shall cure whatever defect, inaction, or non-compliance stated by the County in its written notification. Failure to cure the defect, inaction, or non-compliance by the end of the sixty (60) day period will result in suspension or termination.
The County may suspend or terminate this Agreement, in whole or in part, if funding becomes unavailable for any reason. In the event this Agreement is suspended or terminated due to a lack of funding, the County will notify the Corporation in writing that this Agreement is suspended or terminated. If the County suspends or terminates this Agreement in whole or in part due to a lack of funding, the County will not be liable for any loss or damage to the Corporation that results directly or indirectly from said suspension or termination.
SECTION 8: ADMINISTRATIVE REQUIREMENTS
A. Financial Management
I. Accounting Standards
The Corporation agrees to comply with Attachment F of OMB Circular A-110
and agrees to adhere to the accounting principles and procedures required therein, utilize
adequate internal controls, and maintain necessary source documentation for all costs
incurred. The Corporation shall administer its program in conformance with OMB
Circulars A-122, “Cost Principals for Non-Profit Organizations”.
B. Documentation and Record-Keeping
I. Records to be Maintained
The Corporation shall maintain records required by the County that are pertinent to the
activities to be funded under this Agreement. Such records shall include but not be
limited to:
a.) Records providing a full description of each activity undertaken;
c.) Financial records as required by OMB Circular A-110.
II. Retention
The Corporation shall retain all records pertinent to expenditures incurred under this contract for a period of seven (7) years after the termination of all activities funded under this Agreement. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later.
III. Close-Outs
The Corporation’s obligation to the County shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records.
IV. Audits and Inspections
All Corporation records with respect to any matters covered by this Agreement shall be made available to the County or their designees at any time during normal business hours, as often as the County deems necessary, to audit, examine and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fullycleared by the Corporation within 30 days after notice to the Corporation. Failure of the Corporation to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Corporation hereby agrees to have an annual agency audit conducted in accordance with OMB
Circular A-133.
C. Reporting and Payment Procedures
I. Payment Procedures
The County will pay Corporation with funds available under this contract as contained in The County will pay Corporation with funds available under this contract as contained in SECTION 4: BUDGET.
II. Progress Reports
The Corporation shall submit quarterly Contact Reports to the County in the format outlined in Exhibit B.
D. Procurement
I. Compliance
The Corporation shall procure all materials, property, or services in accordance with the
requirements of County regulations.
II. Civil Rights
The Corporation agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104 (b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375 and 12086.
The Corporation will not discriminate against any employee or applicant for employment
because of race, color, creed, religion, ancestry, national origin, sex, disability or other
handicap, age, marital/familial status, or status with regard to public assistance.
III. Affirmative Action
The Corporation will use its best efforts to obtain the participation of services, supplies, and other purchases from minority and women owned businesses. For the purpose of this definition, “minority group members” are African Americans, Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians.
IV. Assignability
The Corporation shall not assign or transfer any interest in this contract without the prior written consent of the County. The Corporation shall not enter into any subcontract with any agency or individual in the performance of this contract without the written consent of the County prior to the execution of such agreement. The Corporation will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance.
V. Selection Process
The Corporation shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis. Executed copies of all subcontracts shall be available for the inspection of the Grantee along with documentation concerning the selection process.
SECTION 9: SEVERABILITY
If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall, nevertheless, be in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.
County of McHenry McHenry County
Economic Development Corporation
By:_________________________ By:_____________________________
Title: Chairman McHenry County Board Title: Chairman of the Board
ATTEST: ATTEST:
_______________________________ _______________________________
McHenry County Clerk Secretary of the McHenry County
Economic Development Corporation
Approved as to Form and Legal
Sufficiency:
______________________________
Assistant State Attorney
AND THE McHENRY COUNTY ECONOMIC DEVELOPMENT CORPORATION
THIS AGREEMENT, entered this ____ day of ______________ by and between the County of McHenry through the McHenry County Board (herein collectively called the “County”) and the McHenry County Economic Development Corporation (herein called the “Corporation”); and
WHEREAS, the County established the Corporation to manage the economic growth and development of McHenry County; and
WHEREAS, it is the intent of both the County and the Corporation to establish a public/private
partnership to continue a planned approach to the economic growth and development of the County outside the normal governmental structure; and
WHEREAS, the Corporation is an Illinois not-for-profit corporation, established for the purpose of drafting and implementing a strategic plan for the economic growth of the County; and
WHEREAS, the County supports the privatization of the County’s economic development efforts, while maintaining a strong interest in the accomplishment of the stated goals of the Corporation; and
NOW, THEREFORE, it is agreed between the parties hereto that;
SECTION 1: SCOPE OF SERVICE
A. Activities
The Corporation is the regional economic development organization that works in partnership with business, government and communities to promote the economic health of the County through the retention, expansion and attraction of commerce and industry which generates jobs for an improved quality of life. The Corporation shall engage in the following activities in support of its mission:
I. Retain and expand the growth of existing businesses and industries maintaining or increasing primary job creation
a) Provide business support assistance to existing primary job businesses. Primary jobs are defined as those that produce something that is consumed outside of the County. The revenue it generates is new money to the County economy and therefore adds wealth rather than just a recycling of existing local dollars.
b) Provide retention and expansion assistance.
c) Expand resource contracts in areas of non-traditional investors, private equity firms, factoring companies, vendors and increase capital funding and financial opportunities
d) Expand awareness of incentive programs to help existing businesses. Market the County Loan Fund to existing County businesses.
II. Attract, promote and support the development of a diversified economic base, considering industry sectors and size
a) Target and recruit new primary employers.
b) Increase awareness of access to capital funding opportunities.
c) Support incentive program to attract business. Market the County’s Loan Fund Program to attract new primary job businesses to the County.
d) Encourage revitalization of commercial, industrial and retail areas as appropriate to attract and to ensure optimal use of developed land.
III. Support needed infrastructure to further economic growth and stability
a) Engage collaboration on regional transportation and infrastructure projects at local, county, regional, state and federal levels
b) Manage collaboration with County, municipalities and other partners to work with utility providers to expand telecommunications and technology infrastructure.
c) Support the County’s Legislative Agenda that focuses on infrastructure priorities.
d) Support continued development of public transportation including PACE and
METRA.
e) Support the continued presence and improvement of agri-business, tourism and recreational infrastructure.
IV. Support workforce and educational opportunities to ensure a skilled, well trained workforce
a) Determine skills needs and drive training opportunities to match available jobs and skills needed. This includes consulting with the Workforce Investment Board and the McHenry County Workforce Network to identify skill levels and hiring needs of area employers.
b) Support education and training opportunities at all levels.
c) Increase opportunities through the Workforce Investment Board and McHenry County Workforce Network to meet with educators on site with area businesses to better assess current and future workforce skills needs.
d) Assist in developing current workforce data. Participate and provide data in local labor and workforce analysis studies.
e) Support National Career readiness training program (ACT).
V. Protect and enhance quality of life by advancing economic and environmental sustainability
a) Support sustainability by encouraging best practices in design and development of commercial/industrial space.
b) Support efforts to conserve natural resources.
c) Support increased availability of affordable housing.
B. General Administration
The Corporation will provide the required general administrative oversight to insure that the
appropriate level of financial management, record-keeping and reporting are maintained.
C. Key Results
The following measurable actions will be undertaken by the Corporation in support of the
activities stated in SECTION 1: SCOPE OF SERVICE. The Corporation will:
I. Subscribe to an Economic Impact Model. The Model will identify measurable effects associated with a specific activity in a specific location. The analysis will trace spending patterns throughout the economy and measure the cumulative effects of that spending. The Model will be made available to all municipalities and all projects affecting McHenry County.
II. Subscribe to a demographic information system which integrates hardware, software and data for capturing, managing, analyzing and display all forms of demographic referenced information relevant to the Economic Development Process. The system will allow the Corporation and authorized entities to view, understand, question, interpret and visualize data in multiple formats that reveal relationships, patterns and trends. The services will be made available to all businesses, municipalities, resident and entrepreneurs in McHenry County. A chart detailing the Economic Development Process is attached to
this Agreement as Exhibit A.
III. Collaborate with the County on transportation and infrastructure initiatives involving
State and Federal development and funding, which have mutually been determined to be
of vital interest to the economic well being and development of the County.
IV. Provide customized service and support to the County’s Primary Employers to retain and expand in the County. This service will consist of, but not be limited to; access to financial institutions and networks, workforce and building availability.
V. Collaborated with Illinois WorkNet and the Workforce Investment Board on current and future employment opportunities and job development in the County.
VI. Conduct quarterly Economic Development Update meetings with municipal economic development staff and commission representatives. Information presented at the meeting shall include, but not be limited to; trends in economic development, site search information, workforce development issues and presentation from related organization such as the State of Illinois’ Department of Commerce and Economic Opportunity (DCEO).
VII. Research and Coordinate County-wide site searches for businesses seeking to relocate within the County or from out of County.
VIII. Conduct business visitations with the County’s Primacy Employers.
IX. Market the McHenry County Loan Fund to potential borrowers.
X. Provide customized economic development consultation services across all business categories.
XI. Work collaboratively with the regional school system K-12 and higher education institutions to strategically address current and future workforce needs.
XII. Market the pro business high quality of life environment of the County to attract new businesses.
XIII. Collaborate with other regional, state and federal economic development organization on
regional economic issues and development.
The Corporation shall file a quarterly Contact Report with the County which will track the total activity of the Corporation relating to SECTION 1. ACTIVITIES C, Key Results I through XIII. The format of the Corporation’s quarterly report is attached to this Agreement as Exhibit B.
D. Staffing
The Corporation will, at all times, provide the minimum number of staff required operate the
program and to provide administrative oversight services for the Project.
E. Performance Monitoring
The County will monitor the performance of the Corporation against the provisions of SECTION 1: ACTIVITIES contained herein. Substandard performance as determined by the County will
constitute non-compliance with this Agreement. The Corporation shall correct any substandard
performance noted in writing by the County within ninety (90) days of written notice thereof unless an extension of this time limit is permitted by the County in writing. If action to correct such substandard performance is not taken by the Corporation, contract suspension or termination procedures may be initiated.
SECTION 2: COUNTY REPRESENTATION
The County shall appoint two (2) persons to serve as Directors and voting members of the
Corporation’s Board of Directors.
SECTION 3: TIME OF PERFORMANCE
Services of the Corporation shall start on the 1st day of December, 2012 and end on the 30th day
of November, 2013. The County has the option to continue the Agreement for an additional
three years based on the performance of the Corporation. Continuation of the Agreement and
actual annual budgeted amounts shall be subject to annual fiscal appropriation or approval of
funds by the County Board for that purpose. If such funds are not appropriated or approved in
whole or in part by the County Board, the County shall provide the Corporation with a written
notice of a change in annual appropriation amount or that the Agreement will terminate for
failure to appropriate or approve adequate funds to make budgeted payment under SECTION 5:
PAYMENT.
SECTION 4: BUDGET
The County’s contribution to the Corporation’s budget should shall be capped at the annual total
sum as detailed below in Sections A. through D. Additionally, the County’s contribution shall
not exceed 45% of the Corporation’s budget received revenues from other sources in Fiscal Year
2013 or in subsequent fiscal years if the option to extend the contract is exercised by the County.
If the Corporation’s budget received revenues from other sources in any fiscal year does not
achieve a 55%, outside source of funding, the County will adjust the amount of its annual
payment to 45% of the Corporation’s budget received revenues at the end of the first quarter’s
payment of the next fiscal year as determined by audited financial statements. If the Agreement
is not renewed by the County no adjustment will be pursued by the County if so needed.
Additionally, if an adjustment is required at the end of the Agreement’s extension term, no
adjustment will be pursued by the County. If an adjustment is not required, the following
amounts will be paid to the Corporation:
A. The County for the period December 1, 2012 through November 30, 2013 will pay the
Corporation a total sum of ________;
B. The County for the period of December 1, 2013 through November 30, 2014 will pay the
Corporation a total sum of ________;
C. The County for the period of December 1, 2014 through November 30, 2015 will pay the
Corporation a total sum of ________;
D. The County for the period of December 1, 2015 through November 30, 2016 will pay the
Corporation a total sum of ________.
SECTION 5: PAYMENT
It is expressly agreed and understood that the total amount to be paid by the County under this contract shall not exceed _____________. The County shall provide one-quarter of the total amount due that year to the Corporation on December 1st of each new County fiscal year minus any adjustment due to underperforming contributions. The remaining three-quarters of the total amount due to the Corporation shall be paid in three (3) equal payments to the Corporation on the 1st of March, June and September of each year of this Contract.
SECTION 6: NOTICES
Communication and details concerning this contract shall be directed to the following contact
representatives:
County:
Chairman, McHenry County Board
2200 N. Seminary Avenue
Woodstock, Illinois 60098
Administrator, McHenry County
2200 N. Seminary Avenue
Woodstock, Illinois 60098
Corporation:
Chairman, Board of Directors
McHenry County Economic Development Corporation
600 Dakota St., Unit F
Crystal Lake, Illinois 60012
President
McHenry County Economic Development Corporation
600 Dakota St., Unit F
Crystal Lake, Illinois 60012
SECTION 7: GENERAL CONDITIONS
A. Independent Contractor
Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Corporation shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The County shall be exempt from payment of any Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance as the Corporation is an independent contractor.
B. Hold Harmless
The Corporation will agree to indemnify, save harmless and defend the County, its agents, servants, and employees, and each of them against and hold it and them harmless from any and all lawsuits, claims, demands, liabilities, losses and expenses, including court costs and attorney’s fees, for or on account of any injury to any person, or any death at any time resultingfrom such injury, or any damage to property, which may arise or which may be alleged to have arisen out of or in connection with the work covered by this contract upon award. The foregoing indemnity shall apply except if such injury, death or damage is caused directly by the willful and wanton conduct of the County, its agents, servants, or employees or any other person indemnified hereunder.
C. Workers’ Compensation
Workers’ Compensation Insurance will cover all employees and meet statutory limits in compliance with applicable state and federal laws. The coverage must also include Employer’s Liability with minimum limits of $100,000 for each incident.
D. Insurance
I. General Requirements
The Corporation shall maintain for the duration of the contract and any extensions thereof, at its expense, insurance that includes “Occurrence” basis wording and is issued by a company or companies qualified to do business in the State of Illinois that are acceptable to the County, which generally requires that the company (ies) be assigned a Best’s Rating of A or higher with a Best’s financial size category of Class XIV or higher, in the following types and amounts:
a) Commercial General Liability in a broad form, to include, but not be limited to, coverage for the following where exposure exists: Bodily Injury and Property Damage, Premises/Operations, Independent Contractors, Products/Completed Operations, Independent Contractors, Products/Completed Operations, Personal Injury and Contractual Liability; limits of liability not less than: $500,000 per occurrence and $1,000,000 in the aggregate;
b) Business Auto Liability to include, but not be limited to, coverage for the following where exposure exists: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership; limits of liability not less than: $300,000 per occurrence combined single limit for: Bodily Injury Liability and Property Damage Liability
II. Certificate of Insurance
The Corporation agrees that with respect to the above required insurance that:
a) The County shall be noted as an additional insured under Corporation’s insurance coverage and shall be provided with Certificates of Insurance evidencing the above required insurance, prior to commencement of the contract and thereafter with certificates evidencing renewals or replacements of said policies of insurance at least fifteen (15) days prior to the expiration or cancellation of any such
policies;
b) The contractual liability arising out of the contract shall be acknowledged on the Certificate of Insurance by the insurance company. The County shall be provided with thirty (30) days prior notice, in writing, of Notice of Cancellation or material change and said notification requirement shall be stated on the Certificate of Insurance.
c) Subcontractors, if any, shall comply with the same insurance requirements;
and
d) Insurance Notices and Certificates of Insurance shall be provided to:
Deputy County Administrator
2200 N. Seminary Avenue, Room
Woodstock, Illinois 60098
III. County Recognition
The Corporation shall insure recognition of the role of the County agency in providing services through this contract. All activities, facilities and items utilized pursuant to this contract shall be prominently labeled as to funding source. In addition, the Corporation will include a reference to the support provided herein in all publications made possible with funds made available under this contract.
F. Amendments
This Agreement may not be amended without County approval. Any amendment to this Agreement must be executed in writing and signed by a duly authorized representative of both organizations. Such amendments shall not invalidate this Agreement, nor relieve or release the County or the Corporation from its obligations under this Agreement. However, the County may amend this agreement without Corporation approval under certain limited conditions as noted in this section.
The County may, in its discretion, amend this Agreement to conform to Federal, state or local
governmental guidelines, policies and available funding amounts. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both the County and Corporation.
G. Suspension or Termination
The County may suspend or terminate this Agreement, in whole or in part, if the Corporation
materially fails to comply with any terms of this Agreement, or with any of the rules, regulations or provisions referred to herein; and the County may declare the Corporation ineligible for any further participation in the County’s contracts, in addition to other remedies as provided by law. In the event there is probable cause to believe the Corporation is in noncompliance with any applicable rules or regulations, the County may withhold up to fifteen (15) percent of said contract funds until such time as the Corporation is found to be in compliance by the County, or is otherwise adjudicated to be in compliance. The County will notify the Corporation in writing of any action to suspend or terminate prior to taking such action. The County will notify the Corporation in writing of an action to suspend or terminate sixty (60) days prior to taking such action. During the sixty (60) day period, Corporation shall cure whatever defect, inaction, or non-compliance stated by the County in its written notification. Failure to cure the defect, inaction, or non-compliance by the end of the sixty (60) day period will result in suspension or termination.
The County may suspend or terminate this Agreement, in whole or in part, if funding becomes unavailable for any reason. In the event this Agreement is suspended or terminated due to a lack of funding, the County will notify the Corporation in writing that this Agreement is suspended or terminated. If the County suspends or terminates this Agreement in whole or in part due to a lack of funding, the County will not be liable for any loss or damage to the Corporation that results directly or indirectly from said suspension or termination.
SECTION 8: ADMINISTRATIVE REQUIREMENTS
A. Financial Management
I. Accounting Standards
The Corporation agrees to comply with Attachment F of OMB Circular A-110
and agrees to adhere to the accounting principles and procedures required therein, utilize
adequate internal controls, and maintain necessary source documentation for all costs
incurred. The Corporation shall administer its program in conformance with OMB
Circulars A-122, “Cost Principals for Non-Profit Organizations”.
B. Documentation and Record-Keeping
I. Records to be Maintained
The Corporation shall maintain records required by the County that are pertinent to the
activities to be funded under this Agreement. Such records shall include but not be
limited to:
a.) Records providing a full description of each activity undertaken;
c.) Financial records as required by OMB Circular A-110.
II. Retention
The Corporation shall retain all records pertinent to expenditures incurred under this contract for a period of seven (7) years after the termination of all activities funded under this Agreement. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited that have started before the expiration of the three-year period, then such records must be retained until completion of the actions and resolution of all issues, or the expiration of the three-year period, whichever occurs later.
III. Close-Outs
The Corporation’s obligation to the County shall not end until all close-out requirements are completed. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and accounts receivable to the Grantee), and determining the custodianship of records.
IV. Audits and Inspections
All Corporation records with respect to any matters covered by this Agreement shall be made available to the County or their designees at any time during normal business hours, as often as the County deems necessary, to audit, examine and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fullycleared by the Corporation within 30 days after notice to the Corporation. Failure of the Corporation to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. The Corporation hereby agrees to have an annual agency audit conducted in accordance with OMB
Circular A-133.
C. Reporting and Payment Procedures
I. Payment Procedures
The County will pay Corporation with funds available under this contract as contained in The County will pay Corporation with funds available under this contract as contained in SECTION 4: BUDGET.
II. Progress Reports
The Corporation shall submit quarterly Contact Reports to the County in the format outlined in Exhibit B.
D. Procurement
I. Compliance
The Corporation shall procure all materials, property, or services in accordance with the
requirements of County regulations.
II. Civil Rights
The Corporation agrees to comply with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104 (b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order 11246 as amended by Executive Orders 11375 and 12086.
The Corporation will not discriminate against any employee or applicant for employment
because of race, color, creed, religion, ancestry, national origin, sex, disability or other
handicap, age, marital/familial status, or status with regard to public assistance.
III. Affirmative Action
The Corporation will use its best efforts to obtain the participation of services, supplies, and other purchases from minority and women owned businesses. For the purpose of this definition, “minority group members” are African Americans, Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians.
IV. Assignability
The Corporation shall not assign or transfer any interest in this contract without the prior written consent of the County. The Corporation shall not enter into any subcontract with any agency or individual in the performance of this contract without the written consent of the County prior to the execution of such agreement. The Corporation will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance.
V. Selection Process
The Corporation shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis. Executed copies of all subcontracts shall be available for the inspection of the Grantee along with documentation concerning the selection process.
SECTION 9: SEVERABILITY
If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall, nevertheless, be in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above.
County of McHenry McHenry County
Economic Development Corporation
By:_________________________ By:_____________________________
Title: Chairman McHenry County Board Title: Chairman of the Board
ATTEST: ATTEST:
_______________________________ _______________________________
McHenry County Clerk Secretary of the McHenry County
Economic Development Corporation
Approved as to Form and Legal
Sufficiency:
______________________________
Assistant State Attorney
# posted by Cal Skinner : 8:41 AM
