AGENDA. Meeting of the Executive Committee of the Capital Area Regional Planning Commission

Transcription

1 AGENDA Meeting of the Executive Committee of the Capital Area Regional Planning Commission November 13, 2014 City-County Building, Room 351, 210 MLK Jr Blvd, Madison, WI 6:00 PM All CARPC Commissioners have been invited to and may attend this meeting, and a quorum of the full CARPC may be present. It is intended that actions at this meeting will be voted on by only those Executive Committee members present. 1. Roll Call 2. Approval of minutes of the October 9, 2014 meeting (actionable item) 3. Consideration of recommendation to the CARPC of disseminating Draft 2015 Budget and Draft 2015 Work Program and Overall Program Design to local units of government to solicit comments for January 8, 2015 public hearing (actionable item) 4. Discussion of Contract for Financial Services and Recommendation to the Capital Area Regional Planning Commission to authorize the Deputy Director to sign contract for 2015 (actionable item) 5. Report of the Deputy Director 6. Discussion of approach to CARPC Public Hearings 7. Adjournment NOTE: If you need an interpreter, translator, materials in alternate formats or other accommodations to access this service, activity or program, please call the phone number below at least three business days prior to the meeting. NOTA: Si necesita un intérprete, un traductor, materiales en formatos alternativos u otros arreglos para acceder a este servicio, actividad o programa, comuníquese al número de teléfono que figura a continuación tres días hábiles como mínimo antes de la reunión. LUS CIM: Yog hais tias koj xav tau ib tug neeg txhais lus, ib tug neeg txhais ntawv, cov ntawv ua lwm hom ntawv los sis lwm cov kev pab kom siv tau cov kev pab, cov kev ua ub no (activity) los sis qhov kev pab cuam, thov hu rau tus xov tooj hauv qab yam tsawg peb hnub ua hauj lwm ua ntej yuav tuaj sib tham. CARPC staff TTY: Call Wis

2 Draft MINUTES Meeting of the Executive Committee of the Capital Area Regional Planning Commission October 9, 2014 Fitchburg City Hall, 5520 Lacy Road, Fitchburg, WI 6:00 PM All CARPC Commissioners have been invited to and may attend this meeting, and a quorum of the full CARPC may be present. It is intended that actions at this meeting will be voted on by only those Executive Committee members present. Executive Committee Members Present: Executive Committee Members Absent: Staff Present: Ken Golden, Kris Hampton, Larry Palm, Peter McKeever Jason Kramar Kamran Mesbah, Steve Steinhoff 1. Roll Call Chair Palm called the meeting to order at 6:02pm 2. Approval of minutes of the September 11, 2014 meeting (actionable item) Motion by Mr. Golden, second by Mr. McKeever to approve the minutes of the September 11, 2014 Executive Committee Meeting, motion carried with Mr. Hampton abstaining. 3. Discussion of CRSC Leadership Team Mr. Steinhoff disseminated the outline of the two-day visit by Mr. Robert Grow (Envision Utah as HUD Grantee Capacity Building). Mr. Steinhoff reported that his presentation to Mayor Soglin had been received well. Mayor Soglin has agreed to host a luncheon on the first day, inviting business leaders and elected officers of units of government in the region for a conversation with Mr. Grow about collaboration and building consensus behind a shared regional vision of growth. Mr. Steinhoff also reported that Messrs. Jadin and Brandon had also agreed to host a breakfast on the second day, inviting the MadREP and Greater Madison Chamber of Commerce boards. A meeting with County Executive Parisi had also been contemplated, but Mr. Parisi is not available during the Grow visit. Mr. Grow will be the keynote speaker during the 1000 Friends of Wisconsin conference on day 2. Mr. McKeever suggested press releases on the conference and activities in Isthmus, Cap Times and State Journal.

3 Mr. Golden suggested that Mr. Grow s role as the CEO of Kennecott should be emphasized in the background information, since this is not what we are used to in the Capital Region. He suggested that inviting candidates for office of the Governor and legislative candidates should be invited. 4. Discussion of 2015 Draft Budget Mr. Mesbah stated that the draft budget was not ready because the Audit had been completed on September 30, not providing adequate time to complete the budget. The item was deferred until the October meeting, with the Commission approving the draft to be sent out for public comment, and a public hearing for the January 8, 2015 meeting of CARPC. 5. Report of the Deputy Director Mr. Mesbah reported on the following items: a. Interviews have been scheduled for the Community Planner position, and that Mr. Golden has agreed to participate. b. Two proposals have been received for 2015 financial services. He will evaluate the proposals and make recommendations to the Committee for its October meeting. c. Once the scope of financial services are defined, the position of Administrative Services Manager can be advertised and filled. 7. Adjournment Moved by Mr. Hampton, seconded by Mr. McKeever, passed unanimously, meeting adjourned at 6:20 pm. Recorded by Kamran Mesbah

4 CARPC Executive Committee COVER SHEET November 13, 2014 Executive Summary Item 3 Re: Consideration of recommendation to the CARPC of disseminating Draft 2015 Budget and Draft 2015 Work Program and Overall Program Design to local units of government to solicit comments at January 8, 2015 public hearing Decision Items: 1. Recommend to CARPC of dissemination of Draft 2015 Budget and the Draft 2015 Work Program and authorize distribution to local units of government The 2015 draft budget has been developed based on an agreed upon levy charge of $808,000 and a $60,000 contribution from the City of Madison, in addition to the typical annual revenues from WDNR and WisDOT, and with assumptions on fee revenues. Staffing assumes filling the Administrative Services Manager position in February, contracting for financial services starting , retaining the accounting specialist temp through February to assist in the 2014 financial audit and transition to the new Administrative Services Manager, and retains the program assistant temp for 10 hours per week through 2015 to assist in transition to the new Administrative Services Manager. Pay rates for permanent staff have been increased by 4% to make up half of the disparity between CARPC staff salaries and equivalent Dane County staff salaries. The Commission should consider action to distribute, at minimum, the attached budget Summary (after any revisions) to local governments in Dane County. It may also wish to include the other attachments (such as the full Line-Item Budget), for informational purposes. Materials Presented with Item: 1. Summary: Draft 2015 CARPC Budget 2. Draft 2015 Line-Item Budget with Personnel Detail and Levy Charge/Fund Balance Detail 3. Draft 2015 Personnel Budget 4. Draft 2015 Work Program will be available at meeting Contact for Further Information: Kamran Mesbah, Deputy Director KamranM@CapitalAreaRPC.org

5 SUMMARY CARPC 2015 Budget Draft 7-Nov Actual (estimate) 2014 Adopted (as amended) 2014 YTD thru 4/30/ Estimated 2015 Estimated % chg from 2014 Adopted EXPENDITURES Total Personal Services $ 959,732 $ 791,326 $ 301,940 $ 764,541 $ 873, % Total Operating Expenses 102, ,346 28, , , % Total Capital Outlay - 3,000-3,000 3, % Total Contractual 23,167 21,000-21,000 81, % Total Pass-Thru 531, , , , , % Gross Total Expenditures $ 1,617,205 $ 1,086,622 $ 709,302 $ 1,224,294 $ 1,219, % LESS pass-thru (531,472) (161,950) (378,729) (330,859) (114,024) -29.6% NET TOTAL Expenditures (Gross less pass-thru) $ 1,085,733 $ 924,672 $ 330,573 $ 893,435 $ 1,105, % REVENUES Total Dane County Property Tax $ 748,200 $ 748,200 $ 374,100 $ 748,200 $ 808, % Total Pass-Thru 825, , , , , % CARPC Operating Reserves Applied All Other Revenue 158, ,462 48, , , % Gross Total Revenues $ 1,732,765 $ 1,088,393 $ 870,838 $ 1,258,601 $ 1,180, % LESS pass-thru (825,639) (160,731) (448,700) (371,315) (112,805) -29.8% NET TOTAL Revenues (Gross less pass-thru) $ 907,126 $ 927,662 $ 422,138 $ 887,286 $ 1,067, % Surplus/(Deficit) $ 115,559 $ 1,771 $ 161,536 $ 34,307 $ (39,366) Operating Reserves / Projected Net Assets * $ 120,043 $ (87,930) $ 275,079 $ 164,421 $ 105, % * The net assets amount for 2013 is actual from audit. EAV $ 50,379,422,400 Certified budget rate (CBR) % FOOTNOTES \\FS\home$\kzm1\My Documents\BUDGET\Copy of CARPC_2015_BudgetDRAFT2 3.xlsx

6 CARPC 2015 Budget Line-Items Draft 7-Nov-14 Line # EXPENDITURES 2013 Actual (estimate) 2014 Adopted (as amended) 2014 YTD thru 4/30/13 HUD-SCRP FTE: 3.5 HUD-SCRP FTE: HUD-SCRP FTE: HUD-SCRP FTE: Estimated 2015 Estimated 1 Personal Services (includes GIS contract) CARPC FTE:7.325 CARPC FTE: CARPC FTE: CARPC FTE: CARPC FTE: Salaries & Wages $ 704,979 $ 562,466 $ 225,110 $ 547,811 $ 600,391 3 Workstudy / Interns 21,486 15,000 5,779 28,000 $ 35,614 4 Retirement Fund 48,421 40,216 14,244 34,500 36,427 5 Social Security / Medicare 58,586 43,029 15,287 40,500 43,505 6 Unemployment Insurance reimbursements 0 17, ,730 15,000 7 Employee/Retiree Insurance 126, ,615 41, , ,586 8 Furloughs and/salary Reduction/Savings 10% upaid leave included above Merit step increase freeze included above. 0 Merit step increase freeze included above. 9 Total Personal Services $ 959,732 $ 791,326 $ 301,940 $ 764,541 $ 873, Operating Expenses 11 Commissioner Per Diem & Travel $ 3,156 $ 5,000 $ 1,520 $ 5,000 $ 5, Employee Travel & Meeting Expenses 6,042 5, ,000 5, Training & Conferences 2,750 2, ,100 4, Office Supplies 22,878 11,000 6,137 15,250 15, Dues / Membership Fees 1,015 3, ,800 5, GIS and Other Software 5,180 5, ,300 6, Recruitment Telephone/Internet/Webhosting 1,571 1, ,408 1, Office Space/Rent 33,036 33,036 13,765 33,036 33, Legal Services 4,523 25,000 1,848 10,000 25, Audit Services 15,080 9, ,000 10, Financial Services , Insurance (package, WC, D&O) 7,603 8,200 3,235 7,000 8, Total Operating Expenses $ 102,834 $ 109,346 $ 28,633 $ 104,894 $ 148, Capital Outlay 26 Office/Computer Equipment & Furniture 0 $ 3,000 $ - $ 3,000 $ 3, GIS Equipment Fly Dane 2009/2010 Partnership Total Capital Outlay 0 $ 3,000 $ - $ 3,000 $ 3, Contractual 31 Consultant services (values survey in 2015) 0 $ - $ - $ - $ 60,000 31a Independent Program Review 0 0 a Economic Modeling Software & Services 2, \\FS\home$\kzm1\My Documents\BUDGET\Copy of CARPC_2015_BudgetDRAFT2 3.xlsx

7 CARPC 2015 Budget Line-Items Draft 7-Nov-14 Line # 2013 Actual (estimate) 2014 Adopted (as amended) 2014 YTD thru 4/30/ Estimated 2015 Estimated 33 IM Services 21,000 21, ,000 21, Total Contractual $ 23,167 $ 21,000 $ - $ 21,000 $ 81, HUD & Other Pass-Thru Contracts 36 HUD - SCRP Grant $ 427,824 $ 55,000 $ 349,260 $ 216,835 $ - 37 Cooperative Water Resources Monitoring 96,074 97,000 25, , , Groundwater Model Update EPA/DNR Stimulus Programs WDOT Rural Work Program (90% funded) 7,574 9,950 3,740 9,950 9, Total Pass-Thru $ 531,472 $ 161,950 $ 378,729 $ 330,859 $ 114, Gross Total Expenditures $ 1,617,205 $ 1,086,622 $ 709,302 $ 1,224,294 $ 1,219, LESS pass-thru $ (531,472) $ (161,950) $ (378,729) $ (330,859) $ (114,024) 44 NET TOTAL Expenditures (Gross less pass-thru) $ 1,085,733 $ 924,672 $ 330,573 $ 893,435 $ 1,105,758 REVENUES 45 Fees: sewer extensions $ 12,600 $ 8,000 $ 6,200 $ 20,000 $ 25, Fees: USA/LSA application review 0 50, ,000 50, Fees: Annual Planning Conference Registration 1,922 1, Land Use Inventory Grant (via Dane Co.) Local & Regional Planning Assistance 0 30,000 0 Already shown in rows 52, 55, and 56 for a total of $19,891 30, MMSD EPA/DNR Water Quality Planning 90,867 87,000 31,970 87,000 85, Economic Modeling Software & Services 17, , Product Sales Interest Income (Less Bank Fees) 1, , WDOT Transportation Plan Integration 2,344 2, ,900 2, MPO Population/Employment Forecasting 12, ,000 6, HUD salary off-set 5, ,656 2, City of Madison Contribution (values survey) , HUD payment for Community Profiles Report 13, ,726 6, Other a CARPC Operating Reserves Applied Pass-Thru (HUD - SCRP Grant) 721,554 55, , , Pass-Thru (WDOT Rural Work Program) 8,011 8,731 3,366 8,731 8, Pass-Thru (Groundwater Model update) Pass-Thru (EPA/DNR Stimulus) \\FS\home$\kzm1\My Documents\BUDGET\Copy of CARPC_2015_BudgetDRAFT2 3.xlsx

8 CARPC 2015 Budget Line-Items Draft 7-Nov-14 Line # 2013 Actual (estimate) 2014 Adopted (as amended) 2014 YTD thru 4/30/ Estimated 2015 Estimated 65 Pass-Thru (Coop. Water Resources Monitoring) 96,074 97,000 96, , ,074 66a Dane County Property Tax for operations 748, ,200 a 374, , ,200 66b Dane County Property Tax for Ind. Perf. Rev. 0 0 a c Total Dane County Property Tax 748, , , , , Gross Total Revenues $ 1,732,765 $ 1,088,393 $ 870,838 $ 1,258,601 $ 1,180, LESS pass-thru $ (825,639) $ (160,731) $ (448,700) $ (371,315) $ (112,805) 69 NET TOTAL Revenues (Gross less pass-thru) $ 907,126 $ 927,662 $ 422,138 $ 887,286 $ 1,067, Surplus/(Deficit) 115,559 1, ,536 34,307 (39,366) 71 CARPC Staff (non-hud) Accrued Leave Liability 19,122 * (20,000) (4,000) (15,000) (20,000) 72 HUD Staff Accrued Leave Liability (2,629) * 25,000 (2,500) 25, Previous Year End Net Assets (12,010) * (94,701) 120, , , Operating Reserves / Net Assets $ 120,043 * $ (87,930) $ 275,079 $ 164,421 $ 105, EAV $ 48,439,137,600 $ 50,379,422,400 $ 50,379,422, Certified budget rate (CBR) % % % FOOTNOTES a CARPC recommended $842,400 total budget charge of which $80,000 was designated to pay for an Independent Program Review of CARPC. BPP on 7/17/13 reduced the total charge to $748,200. * Actual, from 2013 Audit. \\FS\home$\kzm1\My Documents\BUDGET\Copy of CARPC_2015_BudgetDRAFT2 3.xlsx

9 2015 Personnel Detail Draft Start Years Eff. FTE hrly #PP Salary FICA WRS LIFE DIS HEALTH / DENTAL WC Total INS Total Cost 1-Jan-15 Administration Executive Director $ - $ - $ - $ - $ - - $ - $ - $ - $ - Aministrative Services Manager 1-Jan ,954 3,133 2, ,226 1, ,016 65,888 - Community and Regional Development Planning - Division Director - STEINHOFF, S. 1-Jul ,056 6,277 5, ,226 1, , ,086 Community Planner - HIGGINS, S. 8-Jul ,122 4,140 3, ,226 1, ,056 80,998 Community Planner - Covert, M. 17-Nov ,995 3,213 2, ,226 1, ,024 67,087 - Environmental & Natural Resources Planning / Technical Support - Senior Environmental Resources Planner - KAKUSKA, M. 4-Mar ,694 6,632 5, ,226 1, , ,385 GIS/IT Specialist - KREBS, A. (CONTRACTED) 25-Feb , ,699 Deputy Director / Director, Environmental Resources Planning - MESBAH, K. 1-Dec ,598 9,226 8, ,226 1,660 1,628 21, ,273 Environmental Engineer - GAEBLER, P 9-Dec ,611 5,631 5, ,226 1, , ,139 Information Specialist - WAGNER, S. 18-Nov ,662 2,728 2, , ,558 50,373 Regular Staff TOTAL: $ 567,391 $ 40,980 $ 36,427 $ 319 $ 625 $ 129,193 $ 12,449 $ 3,544 $ 146,129 $ 790,928 Extra Hire (hourly interns) intern # , ,734 intern # , ,734 intern # , ,734 intern # Accounting Assistant - Doreen Seely , ,310 Program Assistant - Laura Thomas , ,101 Extra Hire (hourly interns) TOTAL: $ 33,000 $ 2,525 $ - $ - $ - $ - $ - $ 89 $ 89 $ 35,614 Combined TOTALS: $ 600,391 $ 43,505 $ 36,427 $ 319 $ 625 $ 129,193 $ 12,449 $ 3,633 $ 146,219 $ 826,542

10 CARPC Executive Committee COVER SHEET November 13, 2014 Executive Summary Item 4 Re: Discussion of Contract for Financial Services and Recommendation to the Capital Area Regional Planning Commission to authorize the Deputy Director to sign contract for 2015 Decision Items: Authorize the Deputy Director to sign Contract for Financial Services for 2015 Mr. Mesbah will discuss and review proposals for contracting out for financial services for the year 2015 in order that the Executive Committee may recommend a proposal to the Commission for their consideration. Contracting for outside financial services is necessary for the proper administration of CARPC financial affairs, and will complement CARPC planned staff positions for Materials Presented with Item: 1. Proposal from Johnson Block and Company, Inc. to provide financial services to the Capital Area Regional Planning Commission for the year Proposal from Southwest Wisconsin Workforce Development Board, Inc. to provide financial services to the Capital Area Regional Planning Commission for the year 2015 Contact for Further Information: Kamran Mesbah, Deputy Director KamranM@CapitalAreaRPC.Org 1

11 October 6, 2014 Kamran Mesbah Capital Area Regional Planning Commission City County Building Rm Martin Luther King Jr Blvd Madison WI Dear Kamran, Johnson Block and Company, Inc. is pleased to submit this proposal to Capital Area Regional Planning Commission. As you requested, the following is an outline of services, the frequency of those services, and the corresponding fees. These fees are estimates and are based on using the Creative Solutions Accounting software currently being used by JBC. Initial setup (one-time cost) Enter chart of accounts, employees, and vendor information. $ Payroll and financial reporting setup. $1, Service Bi-weekly Prepare payroll and process payroll tax deposits as required. Track vacation and sick time. Allocate hours to various projects. Process deferred compensation filings and deposits. Monthly Preparation of compiled financial statements. Prepare WRS contribution report Quarterly Preparation of quarterly payroll reports. Annually Preparation of year-end W-2's, Form W-3, and Form WT-7. Prepare sales and use tax return. Prepare WRS reconciliation and report. Fee $900.00/mth $1,500.00/mth $100.00/qtr $250.00/yr $300.00/yr

12 Enter budget in bookkeeping software. $300.00/yr Below is a brief outline of the expected workflow: Payroll time sheets are due on Friday. If this will remain the process, paychecks will be direct deposited on Thursday. This is due to bank timing requirements. Vendor invoices will be forwarded to us for data entry. The invoices will then be sent to the portal for payment approval and the checks will be printed and mailed by your office manager. We will reconcile bank account s and issue reconciliation reports. We will review the information accumulated and will prepare monthly financial statements. The voucher bills list and treasurer s report will be submitted for approval at CARPC meetings. We will provide in-house training on the use of the portal. We will assist with the annual audit. In addition, it is our understanding that you will be responsible for: Preparing the WDNR reports. Allocating payroll and fringes to projects. Coding check to allocate to projects. Billings for work performed will be prepared and mailed from your office. Your office manager will provide deposit detail as needed. The fees outlined above are based on an estimate of hours required to complete each task. Our services will be billed at our standard hourly rates, not to exceed $2,500 per month. The fees outlined above are based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the work performed. We appreciate the opportunity to be of service to you. If you have any questions or need additional information, please let me know. Janine and I will follow up with you once you have had a chance to review this proposal. Sincerely, Joseph Mohlmann JOHNSON BLOCK AND COMPANY, INC.

13 MEMORANDUM OF UNDERSTANDING THIS AGREEMENT made and entered into on this day of by and between the Southwest Wisconsin Workforce Development Board, Inc. whose business address is 1370 North Water Street, Platteville, WI 53818, hereinafter referred to as SWWDB, and the Capital Area Regional Planning Commission (CARPC), 210 Martin Luther King, Jr. Blvd., WI hereinafter referred to as CARPC. 1. Purpose. The intent of this agreement is to define the terms and conditions of financial and human relations support that SWWDB will provide CARPC, and establish a clear understanding of the services to be provided. 2. Responsibilities of Southwest Wisconsin Workforce Development Board. SWWDB will be responsible for maintaining all financial records and transactions for the Capital Area Regional Planning Commission following generally accepted accounting procedures and mandated reporting requirements as set forth by applicable federal and state regulations and other program funding sources. SWWDB will assist in the development and enforcement of fiscal policies and procedures, and oversee the payroll system. Other duties include overseeing the purchase and inventory of goods/supplies/equipment, monitoring budgets, and preparing financial statements for the CARPC Board of Commissioners and executive director of CARPC. The services provided by SWWDB will include: Maintain the complete set of financial records and transactions for CARPC. Oversee efficient accounts payable processing, ensuring all checks are processed and mailed in a timely manner. Allocate costs to project funds as approved by the CARPC and updating allocations as necessary to represent current fund sources. Prepare adjusting journal entries and provide detailed documentation. Process accounts receivable and provide detailed documentation. Reconcile bank statements and balance sheet accounts including pre-paids, cash, accruals, and liabilities. Monitor the cash-on-hand balance daily. Maintain general ledger account coding to ensure accurate account postings. Provide CARPC with quarterly financial statements (or more often if necessary) so CARPC can invoice funding sources for all costs incurred. Prepare monthly financial statements and communicate the board's financial status to the executive director and CARPC quarterly or more often as requested. Develop and manage CARPC activities in accordance with sound fiscal policies and procedures. Recommend fiscal policy changes as necessary to the executive director for CARPC approval. Ensure all CARPC fiscal transactions and activities adhered to policies as approved by CARPC. Update fiscal procedures as necessary. Work with the CARPC Executive Director to ensure that all staff abide by the fiscal policies set forth in grant and subsequent contract documents. 1

14 Payroll and Personnel Administration. Oversee payroll for CARPC employees, including preparation of all required payrollrelated reports. Ensure that all federal and state reporting that affects payroll taxes, fringe benefits and human resource administration are handled in a timely manner. Inventory and Procurement. Maintain the inventory spreadsheet of all CARPC property and equipment. Ensure that proper procurement and depreciation procedures are being followed according to federal and state regulations and CARPC policies. Prepare and Manage Budgets. Monitor spending and recommend modification to grants when spending is not according to plan. Provide on-going amendments to budgets and time allocations of staff as necessary. Assist auditors and Federal/State monitors. Prepare financial records and reports for the annual single audit review. Take corrective action as advised by the auditors as appropriate and necessary. Prepare reports and information requested by the funding sources for all monitoring visits. Assist CARPC, the executive director and the management team in responding to audit recommendations and provide technical assistance related to system changes/improvements recommended by the auditor. Submit annual audit reports to appropriate agencies as required by the Single Audit Act. 3. Period of Agreement. The term of this agreement shall be from January 1, 2015 through December 31, 2015 unless it is terminated early by either party. This contract may be renewed by mutual agreement for up to three (3) additional years. 4. Contract Amount. CARPC shall pay SWWDB a total amount of twenty-nine thousand dollars ($29,000.00) for the term of this agreement. The amount for the subsequent years will be negotiated annually. 5. Notification of Inability to Complete Services. Either party shall notify the other whenever it is unable to provide the services specified in this agreement. Upon such notification the parties shall determine whether such inability will require revision or termination of the contract. 2

15 6. Method of Payment. CARPC shall pay SWWDB in four (4) equal quarterly installments. The payments will be made no later than the last calendar date in January, April, July and October. The executive director will authorize the payment in writing to: Ms. Annette Meudt Finance Director Southwest Wisconsin Workforce Development Board 1370 North Water Street Post Office Box 656 Platteville, WI Tax Exempt Status. CARPC is a tax-exempt-municipal government in the State of Wisconsin. CARPC is exempt from payment of all federal excise and all state and local sales taxes. SWWDB will not assess such taxes as part of this agreement and will ensure, to the fullest extent possible, that such taxes are not computed as part of CARPC financial transactions with other organizations. 8. Independent Status. SWWDB and CARPC agree that each acts in an independent capacity in the performance of the respective responsibilities, and not as an employee or agent of the other. Nothing contained in this agreement shall constitute or be construed to create a partnership or a joint venture. SWWDB and CARPC, at all times during the term of this agreement, shall act and perform as independent contractors. As an independent contractor, CARPC shall provide SWWDB with a valid employer identification number that SWWDB will use in its capacity as an agent of CARPC and only in the context of this agreement to manage the activities and transactions of CARPC. 9. Contract Modification and/or Termination. 9.1 Right to Modify or Terminate Contract. A. SWWDB agrees to perform all services set forth in this agreement. The CARPC reserves the right to review all services and operations carried out by SWWDB. Failure to comply with any part of this contract, to correct deficiencies in services and/or to meet performance standards may be considered cause to modify, revise, suspend or terminate this agreement. B. The terms and provisions of this contract shall not be changed, modified, amended or terminated orally. No oral statement by any person shall, in any manner or degree, modify or otherwise affect the terms and provisions of the contract. CARPC and SWWDB must agree to any change, revision, modification or amendment to the terms and provisions of this contract, by way of a written addendum signed by authorized representatives of both parties, prior to any change becoming effective. C. This contract is contingent upon authorization of Wisconsin and United States laws and any material amendment or repeal of the same affecting relevant funding or authority of the DWD shall serve to terminate this contract, except as further agreed to by the parties hereto Separability of Provisions. If any provision of this agreement is held invalid, the remainder of the agreement will not be affected. 3

16 9.3. Modification. In the event that SWWDB fails to fulfill any of the terms or conditions of this agreement in a timely and diligent manner, as determined by CARPC, CARPC reserves the right to reduce the contract scope and budget in a manner it solely determines appropriate. Written notification of this action shall be transmitted to SWWDB allowing SWWDB five (5) days to respond Termination. A. Either party may terminate this agreement with sixty (60) days written notice. B. Notwithstanding any other right of termination, CARPC reserves the right to immediately terminate, or reduce in scope, its obligations under this contract in the event that sources of funding to CARPC derived through State or Federal grants or contracts are terminated or reduced. C. In the event of termination, SWWDB will only be liable for services rendered by SWWDB through the date of termination. Termination shall not release SWWDB of its obligation to provide contracted services until such services have been properly and appropriately transferred to another service provider. CARPC shall pay for services delivered by SWWDB until the proper transfer of responsibility occurs Renegotiation. This contract or any part thereof may be renegotiated in the case of 1) increased or decreased volume of services; 2) changes required by federal or state laws or regulations or court action; or, 3) monies available affecting the substance of this contract Resolution of Disputes. The parties agree that any dispute, of any nature whatsoever, arising between the parties, during the term of this contract shall be resolved through negotiation between the parties. If negotiated settlement cannot be reached within thirty (30) days of issue identification, the matter will be referred to the Southwest Wisconsin Counties Consortium for final resolution. 10. Indemnification. Each party shall indemnify, save, keep harmless and defend the other party, its directors, officers, agents, and employees against any and all loss, damages, injuries, liability claims, and costs or expenses of whatsoever kind and nature, including attorney's fees, which the other party may sustain, incur or be required to pay, resulting from or otherwise arising out any services, operations, or performance of work delivered in connection with this contract. This provision shall not apply to liabilities, losses, charges, costs, or expenses caused by CARPC or SWWDB. 11. Non-Discrimination, Affirmative Action and Civil Rights Compliance. Both parties agree not to discriminate against any person involved with this agreement, in any manner, on the basis of age, race, religion, color, sex, national origin, or ancestry, handicap (as defined in Section 504 and the Americans with Disabilities Act (ADA)), physical condition, developmental disability (as defined in s.51.05(5)), arrest or conviction record (in keeping with s ) sexual orientation, marital status, or military participation. 12. Entire Scope of Master Contract. This MOU constitutes the entire agreement between the parties and supersedes all prior communications, either oral or written. This agreement may be supplemented by other written agreements. 4

17 The terms and conditions of this agreement are hereby approved: Signature: Signature: Name: Name: Rhonda Suda Title: Title: Chief Executive Officer Date: Date: 5