Langlade County Community Development Program Guide

LANGlade COUNTY COMMUNITY DEVELOPMENT PROGRAM GUIDE

Parties and Effective Date

This General Business Agreement and Program Guide (the Agreement) is entered into as of Effective Date: by and between the following parties.

WHEREAS

WHEREAS, Program Administrator administers community development initiatives to support local economic stability, infrastructure improvements, and affordable housing in Langlade County under the terms and conditions set forth herein; and

WHEREAS, Recipient seeks to participate in or perform services under the Community Development Program described in this Agreement, and agrees to comply with program requirements, reporting obligations, and applicable laws; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, termination, and administrative procedures that will govern participation in the program.

Program Identification

Program Name:     Funding Source:

Scope of Work

The Recipient shall perform the services, deliverables, and activities described below in accordance with the schedules and standards specified by the Program Administrator. The Scope of Work below constitutes the operational plan and measurable outputs for the program participation.

Payment Terms

Program Administrator shall provide compensation to Recipient for eligible costs and approved deliverables as set forth below. Payment is conditioned upon submission of required invoices and compliance with reporting and audit requirements.

Late Payment: Payments not made within days after invoice due date shall incur a late fee of on the outstanding balance, or the maximum permitted by law, whichever is less.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall terminate on End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the intended termination date. Either party may terminate for cause upon material breach if the breaching party fails to cure within thirty (30) days of written notice specifying the breach.

Confidentiality

Each party may disclose Confidential Information to the other in connection with the performance of this Agreement. "Confidential Information" means non-public, proprietary, or otherwise sensitive information designated as confidential or that reasonably should be understood to be confidential. Recipient shall (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely for performance under this Agreement; and (c) restrict disclosure to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was already known to the receiving party without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the other party’s Confidential Information.

Compliance, Records and Audit

Recipient shall comply with all applicable federal, state, and local laws, regulations, and program rules. Recipient shall retain records supporting costs, invoices, and performance for a period of not less than five (5) years following final payment, and shall permit inspection and audit by Program Administrator or its authorized representatives in accordance with applicable law.

Indemnification

To the fullest extent permitted by law, Recipient shall indemnify, defend and hold harmless Program Administrator, its officers, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to Recipient's negligent acts, omissions, or willful misconduct in connection with performance under this Agreement.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin without regard to its conflict of laws rules. Venue for any dispute arising out of this Agreement shall lie exclusively in the state courts located in the county where Program Administrator maintains its principal administrative office or in the federal courts with jurisdiction.

Entire Agreement; Amendment

This Agreement, including any attachments, exhibits, and approved program-specific statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses provided below or to such other address as either party may designate by notice in accordance with this Section.

Execution

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the party for which they sign.

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