03-19 Resolution No. 03-19
RESOLUTION
AUTHORIZING EXECUTION OF A DEVELOPMENT AGREEMENT WITH
INNOTECH LABORATORIES INC. FOR THE
DEVELOPMENT OF 2760 SPECTRUM DRIVE
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Ed Schack, Mayor, and Dolonna Mecum, City Clerk, be
and are hereby authorized and directed to execute an agreement on
behalf of the City of Elgin with InnoTech Laboratories Inc. for the
development of a manufacturing facility for the production and
sales of its Inn Vision System at the property located at 2760
Spectrum Drive, a copy of which is attached hereto and made a part
hereof by reference .
BE IT FURTHER RESOLVED that Resolution No. 03-7 adopted
January 8, 2003 authorizing an earlier version of this agreement be
and is hereby repealed.
s/ Ed Schock
Ed Schock, Mayor
Presented: January 22 , 2003
Adopted: January 22 , 2003
Omnibus Vote : Yeas : 7 Nays : 0
Attest :
s/ Dolonna Mecum
Dolonna Mecum, City Clerk
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT is made and entered into this 8th day
of January, 2003, by and between the CITY OF ELGIN, an Illinois
municipal corporation (hereinafter referred to as the "City") ; and
INNOTECH LABORATORIES INC. , an Illinois corporation (hereinafter
referred to as "Developer") .
WHEREAS, Developer has advised the City that it is considering
initially leasing property in the Northwest Business Park, Elgin,
Kane County, Illinois; and
WHEREAS, the Developer has advised the City that after leasing
property in the Northwest Business Park, it will then pursue the
development of approximately 13. 386 acres in the Northwest Business
Park, commonly known as 2760 Spectrum Drive, Elgin, Kane County,
Illinois and legally described in Exhibit A to this agreement, or
pursue the development of a similarly sized and configured parcel at
such other suitable location within the City of Elgin, Illinois (the
property legally described in Exhibit A and any such other suitable
location within the City of Elgin, Illinois at which the Developer
chooses to develop are hereafter referred to in this agreements as
the "Subject Property") ; and
WHEREAS, the Developer is comprised of top research scientists
and engineers for the purpose of designing and manufacturing
diagnostic equipment for use by the clinical research, forensic, and
medical industries; and
WHEREAS, the Developer has developed an innovative and
revolutionary device for conducting biological specimen analysis as
applied to research and forensic scientists, medical diagnostics,
genomic research and agricultural development, such product being
known as the "Inn Vision System" and being more particularly
described in Exhibit B attached hereto; and
WHEREAS, the Developer intends to develop the Subject Property
with its corporate headquarters and production lines to provide for
the production and sales of its Inn Vision System and at full
production the development of the Subject Property will include a
manufacturing facility of approximately 250, 000 square feet which
will house 16 double production lines capable of producing almost
1 billion units per year (such proposed development of the Subject
Property as more particularly described in Exhibit B attached hereto
and Exhibit C attached hereto is hereinafter referred to as the
"Subject Development") ; and
WHEREAS, Developer, after consultations and negotiations with
the City has determined to proceed with the Subject Development of
the Subject Property; and
WHEREAS, the Subject Development on the Subject Property is
currently estimated to represent in land, building and equipment
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improvements, a $100 million capital investment and it expected to
result in the creation of at least 200 jobs in the City of Elgin by
September 30, 2006; and
WHEREAS, the Subject Development of the Subject Property would
result in substantial increases in the City's tax base and provide
new and additional employment opportunities in the City of Elgin; and
WHEREAS, in order to provide for the continued development of
the City, including the development of the Subject Property by the
Developer, and in order to assist the Developer with the Subject
Development of the Subject Property, the City has applied to and has
obtained a grant from the State of Illinois Department of Commerce
and Community Affairs in the amount of $350, 000 pursuant to a Grant
Agreement between the City of Elgin and the State of Illinois
Department of Commerce and Community Affairs, a copy of such Grant
Agreement being attached hereto as Exhibit C (such Grant Agreement
between the City and the State of Illinois Department of Commerce and
Community Affairs is hereinafter referred to as the "Subject Grant
Agreement") ; and
WHEREAS, the City has agreed to pass through the grant from the
State of Illinois Department of Commerce and Community Affairs in the
amount of $350, 000 to the Developer according to the terms and
conditions of this Agreement; and
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WHEREAS, the City of Elgin is a home rule unit authorized to
exercise any power and perform any function pertaining to its
government and affairs; and
WHEREAS, the economic development initiatives to be passed on
by the City from the State of Illinois Department of Commerce and
Community Affairs resulting in significant increases in the City of
Elgin' s tax base and employment opportunities within the City of
Elgin are matters pertaining to the government and affairs of the
City; and
NOW, THEREFORE, for and in consideration of the mutual
undertakings as set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The foregoing recitals are incorporated into this agreement
in their entirety.
2. That the Developer agrees to and shall develop the Subject
Property with the Subject Development as described herein and as more
particularly described in Exhibits B and C attached hereto.
Developer shall initially lease and occupy property in the Northwest
Business Park, Elgin, Illinois and shall use its reasonable best
efforts to commence production in the City of Elgin by September 30,
2004, and thereafter shall use its reasonable best efforts to
complete the Subject Development of the Subject Property on or about
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September 30, 2007 . Developer and Developer' s Subject Development
of the Subject Property shall also otherwise comply with all of the
terms and requirements of the Subject Grant Agreement between the
State of Illinois Department of Commerce and Community Affairs and
the City of Elgin, a copy of which is attached hereto as Exhibit C.
3. That in consideration of Developer' s developing the Subject
Property with the Subject Development as provided for in this
Agreement, the City agrees to pay to the Developer a grant in the
amount of $350, 000 paid to the City by the State of Illinois
Department of Commerce and Community Affairs pursuant to the Subject
Grant Agreement attached hereto as Exhibit C. Provided the City has
first received the grant of $350, 000 from the State of Illinois
Department of Commerce and Community Affairs pursuant to the Subject
Grant Agreement, the City shall pay to the Developer such grant in
the amount of $350, 000 by January 15, 2003. The Developer agrees to
use such funds for the purposes set forth in the Subject Grant
Agreement. It is further expressly agreed and understood by the
parties hereto that the City' s sole and only development assistance
and/or monetary or financial contribution for the Subject Development
on the Subject Property shall be the payment of the $350, 000 of grant
funds received by the City from the State of Illinois Department of
Commerce and Community Affairs pursuant to the Subject Grant
Agreement attached hereto as Exhibit C and that the City shall have
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no other responsibility for any other costs or expenses relating to
the Subject Development on the Subject Property. Nothing in this
agreement shall preclude Developer from seeking additional economic
or development incentives from the City in addition to the funds
provided in the Subject Grant Agreement.
4 . That Developer shall continue with its operations at the
Subject Development on the Subject Property for a period of not less
than ten (10) years following Developer completing, occupying and
commencing operations of the Subject Development on the Subject
Property.
5. Brian Jones, a corporate officer of InnoTech, shall
personally guarantee the repayment to the City of all grant funds
disbursed to InnoTech under the Subject Grant Agreement in the event
InnoTech fails to expend the grant funds in accordance with the
provisions of "Part I, Budget" and "Part III, Scope of Work" of the
Subject Grant Agreement. The personal guarantee of Brian Jones shall
remain in effect until such time as InnoTech demonstrates to the City
that InnoTech possesses sufficient assets to repay the grant funds
to the City in the event the grant funds are required to be repaid
under the terms and conditions of this agreement. The personal
guaranty requirement of Brian Jones shall survive the expiration of
this agreement.
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6. That the parties understand and agree that the economic
development assistance being provided by the City in the amount of
$350, 000 as set forth herein is expressly contingent upon Developer' s
development of the Subject Development on the Subject Property as set
forth in this agreement. In the event the Developer fails to
complete, occupy and commence operations of the Subject Development
on the Subject Property as required in this agreement, and/or in the
event Developer fails to provide for the creation and establishment
of jobs at the Subject Development as required in this agreement,
and/or in the event Developer fails to continue with its operation
at the Subject Development on the Subject Property as required in the
preceding paragraph 4 hereof, the parties understand and agree that
the Developer shall reimburse the City in full the $350, 000 of grant
funds distributed to the Developer under the economic development
grants provided for in the preceding paragraph 3 hereof.
7. That this agreement shall not be deemed or construed to
create an employment, joint venture, partnership or other agency
relationship between the parties hereto.
8 . That all notices or other communications hereunder shall
be made in writing and shall be deemed given if personally delivered,
sent by overnight courier or mailed by registered or certified mail,
return receipt requested, to the parties at the following addresses,
or at such other addresses for a party as shall be specified by a
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like notice and shall be deemed received on the date which said
notice is hand delivered or the second business day following the
date on which so mailed:
TO THE CITY: TO THE DEVELOPER:
City of Elgin InnoTech Laboratories Inc.
150 Dexter Court 4 N. Walkup Avenue
Elgin, IL 60120-5555 Crystal Lake, IL 60014
Attention: City Manager
9. That the failure by a party to enforce any provision of
this agreement against the other party shall not be deemed a waiver
of the right to do so thereafter.
10. That this agreement may be modified or amended only in
writing signed by both parties hereto, or their permitted successors
or assigns, as the case may be.
11. That this agreement contains the entire agreement and
understanding of the parties hereto with respect to the subject
matter as set forth herein, all prior agreements and understandings
having been merged herein and extinguished hereby.
12. That this agreement is and shall be deemed and construed
to be a joint and collective work product of the City and Developer
and, as such, this agreement shall not be construed against the other
party, as the otherwise purported drafter of same, by any court of
competent jurisdiction and in order to resolve any inconsistency,
ambiguity, vagueness or conflict, if any, in the terms or provisions
contained herein.
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13. That the City and Developer agree that, in the event of a
default by the other party, the other party shall, prior to taking
any such action as may be available to it, provide written notice to
the defaulting party stating that they are giving the defaulting
party thirty (30) days within which to cure such default . If the
default shall not be cured within the thirty (30) day period
aforesaid, then the party giving such notice shall be permitted to
avail itself of remedies to which it may be entitled under this
agreement.
14. That notwithstanding any other provision of this agreement
it is expressly agreed and understood by the Developer and the City
that the development of the Subject Property by the Developer shall
be in accordance and compliance with all applicable federal, state,
city and other requirements of law. Developer shall also at its
expense procure all permits and licenses, pay all charges and fees,
and give all other notices necessary and incident to the due and
lawful prosecution of the work necessary to provide for the
development of the Subject Property as described in this agreement.
15. That this agreement is subject to and shall be governed by
the laws of the State of Illinois. Venue for the resolution of any
disputes or the enforcement of any rights pursuant to this agreement
shall be in the Circuit Court of Kane County, Illinois. With the sole
exception of an action to recover the monies the City has agreed to
pay pursuant to the preceding Paragraph 4 hereof, and notwithstanding
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anything else to the contrary in this agreement, no action shall be
commenced by the Developer against the City for monetary damages.
In the event any legal action is brought by the City for the
enforcement of any of the obligations of Developer in this agreement
and the City is the prevailing party in such action, the City shall
also be entitled to recover from Developer reasonable interest and
reasonable attorney' s fees.
16. That this agreement shall be binding on the parties hereto
and their respective successors and permitted assigns. This
agreement and the obligations herein may not be assigned without the
express written consent of each of the parties hereto which consent
may be withheld at the sole discretion of either of the parties
hereto.
17. That upon request from the City the Developer shall provide
the City reasonable data and records of Developer which documents
Developer' s compliance with the requirements of this agreement.
18. That time is of the essence of this agreement.
19. That to the fullest extent permitted by law, Developer
agrees to and shall indemnify, defend and hold harmless, the City,
its officials, officers, employees, attorneys, agents, boards and
commissions from and against any and all claims, suits, judgments,
costs, attorneys fees, damages or other relief, including but not
limited to worker' s compensation claims, in any way resulting from
or arising out of or alleged to be resulting from or arising out of
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negligent acts or omissions of the Developer in connection herewith,
including negligence or omissions of employees, agents or
subcontractors of the Developer arising out of the performance of
this agreement, or in any way resulting from or arising out of or
alleged to be resulting from or arising out of any violation and/or
breach of the terms or provisions of this agreement by the Developer,
including any violation and/or breach by employees, agents or
subcontractors of the Developer. In the event of any action against
the City, its officials, officers, employees, agents, attorneys,
boards or commissions covered by the foregoing duty to indemnify,
defend and hold harmless such actions shall be defended by legal
counsel of the City' s choosing.
20. That notwithstanding anything to the contrary in this
agreement, the terms and requirements of the Subject Grant Agreement
between the State of Illinois Department of Commerce and Community
Affairs and the City of Elgin are incorporated into this agreement
by this reference and Developer and Developer' s Subject Development
of the Subject Property shall comply with same. In the event of any
conflict between the terms of this agreement and the terms of the
Subject Grant Agreement between the State of Illinois Department of
Commerce and Community and the City of Elgin, a copy of which is
attached hereto as Exhibit C, the terms of the Subject Grant
Agreement shall control.
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IN WITNESS WHEREOF, the parties hereto have entered into and
executed this agreement on the date and year first written above.
CITY OF ELGIN, a municipal corporation
BY 'i -%
Ed Schock, Mayor
Attest:
ih4g__Ag- --- ----...
Dolonna Mecum, City Clerk
INNOTECH LABORATORIES INC.
By -7
Title: / .-=5i�x/
BRIAN JONES (in his personal capacity)
7. �n -tea
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12-27-02; 2:55PM; ;3039741 # 2/ 2
NORTHWEST BUSINESS PARK III LEGAL DESCRIPTION
ALL OF LOTS 45 THROUGH 59 INCLUSIVE AND ALSO LOT 60 EXCEPT THE
EAST 16.61 FEET THEREOF (AS MEASURED AT RIGHT ANGLES TO THE EAST
LINE THEREOF) IN NORTHWEST BUSINESS PARK, BEING A SUBDIVISION OF
THAT PART OF THE SOUTHWEST QUARTER AND THE SOUTHEAST
QUARTER OF SECTION 19, TOWNSHIP 42 NORTH, RANGE 8 EAST OF THE
THIRD PRINCIPAL MERIDIAN, AND ALSO LOTS 103 AND 104 IN NORTHWEST
BUSINESS PARK RESUBDMSION NO. 1, BEING A RESUBDIVISION OF
PARCELS "A" AND "B" IN SAID NORTHWEST BUSINESS PARK, ALL IN KANE
COUNTY,ILLINOIS CONTAINING 13.386 ACRES OF LAND MORE OR LESS.
EXHIBIT A
C:\windows\TEMP\Temporary Internet Files\Content.TES\5OGN9TKI\LGL NWBPiii.doc&.ans
1 12/27/02
Background
Inno Tech Laboratories, Inc. is comprised of top research scientists and engineers in
the clinical/diagnostic and pharmaceutical industries.
The company has developed a new method of conducting research. The innovative
device is a revolutionary new method of conducting biological specimen analysis as
applied to research and forensic sciences, medical diagnostics, genomic research, and
agricultural development.
There are two primary products. The reader system (Inn Vision) is the platform device
for automating the loading and operating of a sample. The cassette (Inn Sert) is a self-
contained, miniature laboratory processing unit. The Inn Vision system has the
capability of automatically loading and processing multiple reagents and samples
concurrently. The process generates real-time analysis of biological specimens while
significantly reducing costs, eliminating most of the contamination risks, reducing the
handling and disposing of biohazards, and increasing accuracy.
The company has designed a state-of-the-art manufacturing process to insure strict
compliance with quality production. At full production the proposed 250,000 square foot
manufacturing facility will house sixteen production lines capable of producing
approximately one billion units per year.
The placement of this operation in Elgin, IL will result in significant economic benefits to
the City as well as the State of Illinois.
Financing
Financing for the company will be scheduled as follows:
PHASE ACTIVITY COST
Phase I Prototype Validation $ 300,000
Phase II Operations Start-up/ $12,000,000
Tooling/Pre-production
Phase III Post Production/Additional $15,000,000 or less
Production Lines
The timing for the three phases is anticipated to run fifteen (15) months. Phase I was
funded in July, 2002. Phase II is anticipated to commence in the fourth quarter of 2002.
In addition to the $350,000 DCCA Grant, the company will participate in STEP program
which provides low interest bank financing assistance.
EXHIBIT B
Dec-16-2002 02:44pm FrarDCCA IL FIRST 217-557-9883 1-769 P.005/029 F-142
STATE OF ILLINOIS
DEPARTMENT OF COMMERCE AND COMMUNITY AFFAIRS
Notice of •Grant Award No. 03-120696
LEGISLATIVE ADD ONS
This Grant Agreement (hereinafter referred to as the "Agreement")
is entered into between the Illinois Department of Commerce and
Community Affairs (hereinafter referred to as the "Department") and
City of Elgin •
(hereinafter referred to as the "Grantee) " . Subject to terms and
conditions of this Agreement, the Department agrees to rrovidela
Grant in an amount not to exceed $350,000.00 to the Grantee.
Subject to the execution of this Agreement by both parties, !
the Grantee is hereby authorized to incur costs against this I
Agreement from the beginning date of 11/01/2002 through the ending
date of 10/31/2004 . The Grantee hereby agrees to use the funds ;
provided under the Agreement for the purposes set forth herein and
agrees to comply with all terms of this Agreement.
This Agreement includes the following sections, all of which are
incorporated into and made part of this Agreement :
Part:
I. Budget
II. Special Grant Conditions
III. Scope of Work
IV. Program Terms and Conditions
V. General Provisions
VI . Required Certifications
Under penalties ,of perjury, the undersigned certifies that the name,
taxpayer information number and legal status listed below are correct.
If you are an individual, enter your name and SSN as it appear on your
Social Security 'Card. If completing this certification for a sole
proprietorship, enter the owner's name followed by the name of the
business and the owner's SSN. For all other entities, enter the name
of the entity (as used to apply for the entity's BIN) and the EIN.
Name: City of Elgin
Taxpayer Identification Number:
SSN/EIN: 366005862
12/16/2002 11:56:13 - 1 -
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EXHIBIT
Dec-16-2002 02:44pm •Froar-DCCA IL FIRST 217-557-9883 1-769 P.006/029 F-142
Legal Status (check one) :
Individual Government entity
Owner of sole proprietorship Nonresident alien individual
Partnership Estate or legal trust
Tax-exempt hospital or Foreign corporation,
extended care facility partnership estate or trust
Corporation providing or Other - not-for-profit
billing medical and/or organization:
health care' services
Corporation NOT providing or Other:
billing medical and/or
health care services
j .
The Grantee acknowledges that the individual signing below is authorized
to execute this Agreement and that such signature constitutes the
acceptance of this Agreement.
GRANTEE:
City of Elgin
BY: -.1M2AMPAedralk-mL_
Signature Print or Type
STATE OF ILLINOIS DEPARTMENT OF COMMERCE AND COMMUNITY AFFAIRS
By:
Joseph P. Hannon, Acting Director Date
Grantee Address: Please indicate any changes below
150 Dexter Court
Elgin, IL 60120-5555
Auth Signator: Ed Schock
Phone: (847) 931 - 5930 •
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The following is designated as administrator for the Grantee:
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Auth Signator:
Phone:
12/16/2002 11:56:13 - 2 -
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PARTI
BUDGET
03-120696
Budget Item State Grant
Personnel $101,877
Fringe Benefits $13,644
Equipment $25,000
Rent/Utilities $10,000 r
Contractual/Consultant $10,000 rV
Other $189,479
Total $350,000
Dec-16-2002 02:45pm From-DCCA IL FIRST 217-557-9883 T-769 P.006/029 F-142
PART I1-Al
SPECIAL GRANT CONDITIONS
(GOVERNMENTAL ENTITIES)
(Advanced)
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2.1 AUDIT REQUIREMENM
The Grantee is required to have an audit conducted as provide in Part V,
Section 5.4C, Audit Requirements. The audit must include ;a Revenue
(Receipt) and Expenditure Statement comparing budgeted amounts with
actual for this grant. The audit must also include a compliance:component
which covers, at a minimum, the following items:
• did the Grantee complete the activities described the Scope of Work
(Part Ill) within the Grant Term
• did the Grantee obtain prior written approvals from the Department for
material changes from the performance of the zictivilies described in the
Scope of Work (Part III)
• did the Grantee expend grant funds within the grant period specified in the
Notice of Grant Award
• did the Grantee adhere to the grant Budget (Part I); if not, variances
should be identified
• did the Grantee obtain prior written approvals from the: Department for any
material variances in its expenditure of grant funds
• did the Grantee adequately account for receipts and expenditures of grant
funds
• if applicable, did the Grantee return grant funds to the Department in
accordance with the provisions of the Grant Agreement
•
• are amounts reported in the Grantee's closeout package traceable to its
general ledger
•
The Grantee is not required to have an audit conducted as a condition of this
Grant Agreement; however, if the Grantee receives during the tgrm of this
Grant Agreement(or has previously received),.additional grants from the State
of Illinois for the project described in Part ill hereof, the Department may
require the Grantee to have an audit conducted as provided in Part V, Section
5.4C(aXiv) hereof.
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, Dec-16-2002 02:46pm FroirDCCA IL FIRST 217-557-9883 T-769 P.009/022 F-142
2.2 PROJECTS REQUIRING EXTERNAL SIGN-OFFS.
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(a) Pursuant to applicable statute(s), this grant requires sign-off by the following
State agency(ies). The status of the sign-off is indicated as of the date the grant is
sent to the Grantee for execution:
AGENCY SIGN-OFF SIGN-OFF
RECEIVED OUTSTANDING
Illinois Historic Preservation Agency
Illinois Dept. of Agriculture
Illinois Dept. of Natural Resources
NONE APPLICABLE
While any external sign•off is outstanding, the provisions of Exhibit 1 apply with respect
to the disbursement of funds under this grant.
NOTE: The fact that a sign-off has been received in no way relieves the Grantee of its
obligation to comply with any conditions or requirements conveyed by the applicable
agency(ies) ,in conjunction with the issuance of the sign-off for the project funded
under this Agreement.
(b) For pt;ojects subject to review-by the Illinois Environmental Protection;Agency, the
Grantee must, prior to construction, obtain a construction permit or "authorization to
construct" from the IEPA pursuant to the provisions of the Environmental Protection Act,
415 ILCS 5/1 at seq.
2.3 PAYMENT PROVISIONS: PRIOR INCURRED COSTS. The Department shall
authorize the State Comptroller's Office to disburse payment of the grant funds as
follows:
NV percent ( Ice %) of the grant award will be authorized for disbursement upon
the Department's execution of this Agreement. If the amount set forth herein is less
than 100% of the grant award, the disbursement schedule for the balance Of the grant
award is attached hereto as Exhibit 3.
If external sign•offs are indicated in Section 2.2, above, disbursement of grant funds
(whether adhfance or scheduled) are subject to the restrictions set forth in Exhibit 1.
Upon receipt of all required sign offs, the Department's Accounting Division will be
notified to disburse grant funds in accordance with the disbursement method indicated
herein.
Note: The Department reserves the right to adjust the disbur:.ement schedule set forth
above. Reimbursement of costs incurred by the Grantee prior to the Beginning Date
specified in the'Notice of Grant Award requires the approval of the:. Department. Such
costs must be clearly identified in Part I hereof.
2.4 PROJECT COMPLETION DATE. The Project Completion Datc for this Grant is as
indicated below:
Dec-16-2002 02:46pm ,FrarDCCA IL FIRST 217-557-9883 T-769 P.010/029 F-142
•
Notwithstanding the end date stated in the Notice of Grant Award, the project
shall be deemed complete when all activities described iii Part III hereof have
been fully performed and grant funds have been expended or legally obligated
by the Grantee for such activities pursuant to Parts I and III hereof. Grantee
shall notify the Department of the Project Completion Date through the
submittal of a letter to the Grant manager stating the Project 'Completion
Date.
The Project Completion Date for this Grant is the end date stated in the Notice
of Grant Award.
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2.5 REPORTING REQUIREMENTS. In addition to any other do';uments specified in
this Agreement, the Grantee must submit the following reports and information in
accordance with the provisions hereof.
(a) Status/Expense reports. Grantee shall submit status/expense :reports as
indicated below.
Quarterly Expense Reports: The Grantee shall submit Quarterly Expense
Reports in the format provided by the Department. Reports shall be
submitted quarterly through the Project Completion Date, except where
Grantee is directed otherwise in the Close-out Package instructions;
(b) Close-out Package. The Close-out Package described in Section 5.4 hereof is due
45 days following the end date stated in the Notice of Grant Award. Grantee shall
submit the Close-out Package (consisting of a Final Status Report, a Firial Expense
Report, and a Close-out Report) in the format provided by the Department, This
package shall summarize expenditure of the grant funds and activities completed during
the grant term. The Grantee's failure to comply with the Close-out requirements set
forth herein and in Section 5.4 shall be considered a material breach of the performance
required by this Agreement and may be the basis to initiate proceedings to recover all
funds disbursed to the Grantee.
(c) mammal Information. Upon request by the Department the Grantee shall,
within 10 business days of its receipt of such a request, submit additional written
reports regarding the Project, including, but not limited tc. materials sufficient to
document information provided by the Grantee.
(d) Submittal of Reports. Submittal of reports and documentation required under
Section 2.5 should be submitted to the individual identified in Exhibit 2 hereto.
2.6 FUNDING LIMITATIONS/RESTRICTIONS. The Grantee hereby: expressly
acknowledges and agrees to the following provisions:
(a) The grant awarded pursuant to this Agreement is a one-time award. Tlhe State is
not obligated to provide funding in subsequent State of Illinois fiscal years for the
project funded by this grant.
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Dec-16-2002 02:47pm Fro,-DCCA IL FIRST 217-557-9883 T-769 P.011/029 F-142
•
(b) Funding provided under this Agreement shall not be used to perform pr to further
the performance of sectarian activities.
(c) Without the express written consent of the Department, no grant funds (tor property
purchased with grant funds may be disbursed or conveyed respectively, to, On behalf of,
or for the benefit of, any registered lobbyist or family member of such lobbyist, as the
term is defined in the Lobbyist Registration Act (25 ILCS 170/1 et seq.).
2.7 OPPORTUNITIES FOR MINORITY. FEMALE AND DISABLED PERSONS. Grantee
shall use good faith efforts to recruit, develop and extend employment and contracting
opportunities to women, minorities, and disabled persons from funds received under
this grant. Nothing herein shall be deemed to modify or negate any requirement of the
Business Enterprise for Minorities, Females and Persons with Disa biiities Pict (30 ILCS
575/1) or any other provision of this Grant Agreement.
2.8 MULTIPLE QR,ANT AWARDS. If the Grantee was previously awardecil a grant by
the Department to fund the project described in Part III hereof, the Department may,
pursuant to Section 5.7(c), unilaterally revise Parts I and III of the previously executed
Grant Agreement to accurately reflect all project activities and the multiple funding
sources therefor. If the Grantee receives additional grants to fund the project
described in Part III hereof subsequent to the execution of this Agreement,iPerts I and
III for said grant(s) will be developed to reflect all project activities and the multiple
funding sources therefor.
2.9 FUNDING ACKNOWLEDGMENT. If requested by the Department, i;he Grantee
shall post signs at the project site or affix signs/decals to equipment purchased with
grant funds, which acknowledge the State as providing funds for the project; Signs not
provided by. the Department must be approved by the Department prior to pasting.
2.10 TERMINATION FOR SAUSE. Grantee's failure to comply with any of the terms
set forth in this Grant Agreement, shall be a sufficient basis to suspend or terminate this
Agreement and seek recovery of all grant funds disbursed to the Grantee. failure to
comply with the terms of this Grant Agreement shall also be a sufficient basis to
suspend or terminate any other grant(s),Issued to the Grantee by the Department and
to reject future grant requests for the Grantee.
2.11 ELQQA.L3TATE AND LOC Si TAX UABIIITlES: STATL AGEN0
P. .I,NQUEN IES. The Grantee is required to comply with all federal, state and local
laws, including but not limited to the filing of any and all applicable tax returns. In the
event that a grantee is delinquent in filing and/or paying any federal, state and/or local
taxes, the Department shall disburse grant funds only if the' Grantee entfrs into an
installment payment agreement with said tax authority and remains in good standing
therewith. grantee is required to tender a copy of any such installment payment
agreement to the Department. In no event may Grantee utilize grant funds to discharge
outstanding tax liabilities or other debts owed to any governmental unit. The execution
of this Grant,Agreement by the Grantee is its certification that (I) it is current as to the
filing and payment of any federal, state and/or local taxes applicable to Grantee; and
•
•
(ii) it Is not delinquent in its payment of moneys owed to any federal, state, or local
unit of government.
THE UNDERSIGNED IS AUTHORIZED ON BEHALF OF GRANTEE TO, AND HEREBY DOES,
SPECIFICALLY ACKNOWLEDGE AND AGREE TO COMPLY WITH ALL SPECIAL GRANT
CONDITIONS REFERENCED HEREIN.
BY:
TITLE: /17.49,/0/?
DATE: 42/3y°Z
PART III
SCOPE OF WORK
03-120696
Section 1. Public Benefit
The Grantee is a governmental entity serving a population of 97,000 residents. To encourage
economic development, the Grantee will use grant funds to assist InnoTech Laboratories, Inc.
(InnoTech)for the final design, construction, testing, and validation of an "In Vitro" diagnostic
device. Specifically, grant funds will be disbursed to InnoTech for operating expenses related to
their operation in Elgin, Illinois.
InnoTech is comprised of top research scientists and engineers from the clinical/diagnostic and
pharmaceutical industries. The company has developed a new method of research. The
innovative device is a revolutionary new method for conducting biological specimen analysis as
applied to research and forensic sciences, medical diagnostics, genomic research, and
agricultural development. There are two primary research products. The reader system (Inn
Vision) is the platform device for automating the loading and operating of a sample. The
cassette (Inn Seri) is a self-contained, miniature laboratory processing unit. The Inn Vision
system has the capability of automatically loading and processing multiple reagents and
samples concurrently. The process generates real-time analysis of biological specimens while
significantly reducing costs, eliminating most of the contamination risks, reducing the handling
and disposing of biohazards, and increasing accuracy. The company has designed a state-of-
the-art manufacturing process to ensure strict compliance with quality production. At full
production the proposed 250,000 square foot manufacturing facility will house sixteen double
production lines capable of producing approximately one billion units per year.
The location of InnoTech Laboratories, Inc. in Elgin, Illinois will result in significant economic
benefits to the City as well as the State of Illinois. It is anticipated that in just a few years,
InnoTech will employ more than 1,000 people, with an annual salary base and benefits totaling
more than $70,000,000 and annual taxes including state income, payroll and real estate totaling
more than $300,000,000.
Section 2. Grant Tasks
2.1 The Grantee shall act as fiscal agent for purposes of disbursement of funds provided
under this Grant to InnoTech. In order to ensure performance required under this Grant,
Grantee shall, prior to the disbursement of any funds to InnoTech, enter into an appropriate
contractual agreement with InnoTech which specifically includes the following provisions:
2.1.1 InnoTech shall expend Grant funds only in accordance with Part I, Budget and
shall render the performance specified in Part III, Scope of Work. Expenditures will include
personnel; fringe benefits; the purchase of office equipment and supplies that may include but
not be limited to, business computer hardware, various software applications,
telecommunications equipment, office furniture, and minimal laboratory testing equipment; rent
and utilities for a temporary facility during the construction of the permanent manufacturing
facility; contractual/consultants which represents the estimated expense to build molds that will
be used to produce the cassettes; and a contingency related to prototype development. Job
descriptions for personnel involved in this project are found in Attachment A.
2.1.2 Pursuant to Section 5.10F hereof, InnoTech shall be subject to all of the terms
and conditions of this Grant Agreement.
1-11-03; 8:52AM; i ldcca legal ;217 7820038 tF 2/ 2
JAN-10-2003 FRI 01:41 P11 CITY OF ELGIN-LEGAL FAX NO. 1 847 931 5665 P. 03
2.1.3 Pursuant to Section 2.5 hereof, Inn°Tech shall be directly responsible for
complying with all reporting requirements.
2.1.4 The agreement between Grantee and Inn°Tech shall require a personal
guarantee from Brian Jones guaranteeing repayment to the Grantee of all grant funds
disbursed to Inn°Tech under this Grant Agreement in the event Innotech fails to expend
the grant funds m accordance with the provisions of"Part I, Budget"and"Part III, Scope
of Work" of this Grant Agreement. Grantee's contractual agreement with InnoTech shall
specify that the personal guaranty requirements set forth in this Grant Agreement sur-
vive the expiration of this Grant Agreement.
2.1.5 Grantee's contractual agreement with InnoTech shall specify:
1. That the grant funds shall be repaid to Grantee in the event any of the
following events occur.
A. InnoTech fails to commence production in Elgin by Septem-
ber 30, 2004;or
B. Inn°Tech fails to create at least 200 jobs in Elgin by Septem-
ber 30, 2006;and
2. The personal guarantee of Brian Jones shall remain in effect until such
time as InnoTech demonstrates to the Grantee that InnoTech pos-
sesses sufficient assets to repay the grant funds to the Grantee in the
event the grant funds are required to be repaid under the terms and
conditions of this Grant Agreement and InnoTech's contractual agree-
ment with the Grantee.
2.2 The Grantee adcnowledges that,the Department shall have legal recourse to the
Grantee regarding its and InnoTech's compliance with provisions of this Grant Agree-
ment, including but not limited to proper expenditure of grant funds, compliance with re-
porting requirements, compliance with audit requirements, record retention require-
ments and all of the certifications set forth in Part VI hereof.
2.3 The Grantee agrees that any funds it receives in repayment (or recovery) of
funds provided under this Grant Agreement shaN be used solely for infrastructure im-
provements, including but not limited to planning, construction, reconstruction, equip-
ment, utilities, vehicles and all costs associated mill economic development, community
programs, educational programs, public health and public safety consistent with the ap-
propriate authorizing the award of this grant. Grantee shall comply with the require-
ments of this grant agreement relative to fiscal management and accounting for all such
expenditures.
asqk.-no""P/y,A6( Y1116
APPROVED: for the Illinois Department of Commerce and Community Affairs
APPROVED; the City of Elgin
a --
Dec-16-2002 02:49pm FrarDCCA IL FIRST 217-557-9863 T-769 P.015/029 F-142
Chief Executive Officer I President
Develops primary goals,operating plans,policies,and short and long-range objectives for the
organization,Implements these objectives following Board of Directors'approval,Directs and
coordinates activities to achieve profit and return on capital. Establisnes organizational structure
and delegates authority to subordinates.Leads the organization towards objectives,meets with
and advises other executives and reviews results of business operations, Determines action
plans to meet needs of shareholders. Represents organization to financial community, major
customers,government agencies,shareholders,and the public.
Chief Financial officer
Directs the overall financial plans and accounting practices of the organization.Oversiees
treasury, accounting,budget, income tax and audit activities of the organization.Oversees
fnancial'and accounting system controls and standards and ensures timely financial and
statistical reports for management and/or Board of Directors use.This is the top finance and
accounting position for the organization.
Marketing Director
Overseas development of policies,procedures and objectives for mediating and selling the
organization's products and services.Oversees product/service development,pricing);marjceting
budgets,`and sales objectives. Directs sales force,marketing staff and/or distributors. Provides •
marketing expertise to executive management team.
Operations Director
Manages organization operations by directing and coordinating activities consistent with
established goals,objectives,and polides.Follows direction set by Chief Executive Officer and
Board of Directors,Implement*programs to ensure attainment of buelneas plan for growth and
profit. Provides direction and structure for operating unite.May participate In developirr g policy
and strategic plans.
MIS Direttor
Directs IS operations Including computer operations,technical support,systems analysis and
programming.May also direct database management,telecommunications, IS training and
microcomputer technology,Establishes technical priorities,standards,and procedures.Ensures
sufficient systems capacity for organizational needs.
• Quality Control Director
Charged With investigating regulated activities to assure compliance with federal,state/,or
municipal laws: Interprets and clarifies federal,state,or municipal laws.Represents agency at
meetings,conventions,and other forums to promote and explain agency objectives.Consults
with other governmental agencies,business community, and private organi cationsio resolve
problems,Plans and directs surveys and research studies to ensure effective program!operation
and to establish or modify standards. Prepares or directs preparation and release of reports.
studies, Ind other publications relating to program trends and accomplishments.
Participates,as member of management team,in formulating and establishing organizational
policies and operating procedures for company and develops,implements, and coordinates,
through support staff and lower echelon managers, product assurance program to prevent or
etirninatedefects in new or existing products:Analyzes,evaluates,and presents information
concerning factors,such as business situations, production capabilities,manufacturing problems, •
economic trends, and design and development of new products for consideadon by o her
members of management team.Reviews technical problems and procedures of departments and
recommends solutions to problems or changes in procedures.Visits and confers with
representatives of material and component vendors to obtain information related to supply quality,
capacity of vendor to meet orders, and vendor quality standards.Confers with engineees about
quality assurance of new products designed and manufactured products on market to rectify
problems.Reviews technical publications,articles,and abstracts to stay abreast of toc finical
developments in industry.
Attachment A— page 1
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Doc-16-2002 02:50pe From-DCCA IL FIRST 217-55T-9883 T-T69 P.016/029 F-142
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Scientist--Research
A research scientist is responsible for research and development in collaboration with others on
projects He or she makes detailed observations,analyzes data,and interprets results.Prepares
technical reports,summaries,protocols, and quantitative analyses.An incumbent maintains
familiarity with current scientific literature and contributes to the process of a project Within his or
her scientific discipline, as well as investigating,creating,and developing new mathoris and
technologies for project advancement. He or she may also be responsible for identifying
patentable Inventions and acting as principal investigator in conducting his or her own
experiments. May also be asked to participate in scientific conferences and contribute to scientific
journals,
Scientist-.Clinical Research •
A clinical research administrator is responsible for clinical data entry and validation td ensure
legibility;completeness,and consistency of data.He or she assists users with requests for clinical
documents and is responsible for working with physicians and/or their staff to clarify any
questionable information.He or she may be responsible for auditing internal patient files and
studies and for assisting with the development and evaluation of clinical record documents.
Scientist--Biochemical.Development
A biochemical development scientist oversees the design and scaleup of processes,'
instruments,and equipment from the laboratory through the pilot plant and manufacturing
process,He or she assists the manufacturing operations in problem solving with regards to
equipment and systems and participates in the design and start-up of new manufacturing facilities
and equipment. He or she develops and recommends new process formulas and technologies to
achieve cost effectiveness and product quality. Establishes operating equipment spegifications,
improves manufacturing techniques,and is involved in new product scale-up,pro
improvement,technology transfer,and process-validation activities.lie or;,he works with various
departments to ensure that processes and designs are compatible for new product technology
transfer and to establish future process and equipment automation technology.
Mechanical Engineer
Supervises a variety of mechanical engineering assignments. Oversees thin production,
installation,operation,maintenance and repair of mechanical equipment,including centralized
heat,gat water and steam systems. Requires a BS degree and a minimum of S yearhr,
mechanical engineering experience.
Chemical Engineer
Designs equipment and develops processes for manufacturing chemicals and related products,
Conducts research to develop new and improved chemical manufacturing processes.Requires
BS in Engineering.
Attachment A—. page 2
Dec-16-2002 02:50pm From-DCCA IL FIRST 217-557-9883 T-769 P.017/029 F-142
PART IV
TERMS AND CONDITIONS GOVERNING GRANT
(Governmental Entities)
4.1 APPLICABLE ME LIMITATIONS.
(i) Compiption of Performance. All activities described in Part III hereof, which are
chargeable to grant funds provided by this Agreement, must be completed by the grant
period end date set forth in the Notice of Grant Award.
(II) Expenditure of Grant Funds. All grant funds provided under this Agreement must
be expended or legally obligated by the grant end date set forth in the Notice of Grant
Award. Grant funds not expended by the•grant end date mu:A be returned to the
Department in accordance with directions provided by the Department.
4.2 INTEREST ON GRANT FUNDS. The Grantee may be allowed to retain interest
earned on grant funds awarded under this Agreement, provided that:
(I) All interest 'earned must be accounted for and reported to the Department in the
Grantee Close-Out Package described in Section 5.4(B) herein; and
(ii) Interest may only be expended for activities which are identified in Parts I and 111
hereof.
• 4.3 REFUNDS TO THE DEPARTMENT. Any refunds (unliquidated grunt balance,
interest earned on grant funds, or ineligible/improper grant expenditures) due the
Department shall be remitted by the Grantee upon demand and pursuant to instructions
issued by the Department.
4.4 BUDGET/SCOPE OF WORK MODIFICATIONS.
(I) Grant Budget (Part i). The Grantee must obtain prior written approval from the
Department for any expenditures which materially vary from the expenditures set forth in
Part 1 hereof. For purposes of this Agreement, "materially vary" means Any variance
within the line items set forth in Part I which exceeds 10% of the amount established
for that line item or any line item added or substituted for a line item in Part I hereof.
(ii) Scope of Work (Part III). The Grantee must obtain prior written approval from
the Department before changing any of the activities specified in Part III which are
chargeable to this grant. Any revision to Part 111 which results in the performance of
activities by the Grantee which are inconsistent with the purpose set'forth in the
Appropriation authorizing the grant awarded under this Agreement are not permissible.
4.5 FISCAL R ECORDING/REPORTING REQUIREMENTS. The Grantee iS accountable
for all funds disbursed under this grant. The Grantee's financial management system
shall be structured to provide for accurate, current, and complete disclosure of the
expenditure of all funds provided under this Agreement. The Grantee shall maintain
effective control and accountability over all funds disbursed and equipment property, or
Dec-16-2002 02:51pm 'Fran-DCCA IL FIRST 217-557-9863 T-769 P.018/029 F-142
•
other assets acquired with grant funds. The Grantee shall keep records: sufficient to
permit the tracing of funds to a level of expenditure adequata to insure that funds have
been expended in accordance with the terms of this Agreement.
4.6 GRANT DELIVERABLES. The Grantee will submit the following Grant deliverables
in accordance with the Grant Agreement provisions referenced herein:
(i) Project'Status and Expense Reports, if applicable (Section 2.5)
(ii) Financial Close-out Package (Section 5.4B); and
(iii)Audit (if applicable)(Section 2.1 and Section 5.4C).
4.7 PROCUREMENT OF CONSTRUCTION AND PR()FES$IONAL SERVICES:
ACQUISITION OF EQUIP . ENT OR LAND. The Grantee shall procure all construction
and professional services, and acquire land, equipment and materials financed in whole
or in part' with grant funds provided hereunder, through written, contractual
agreement(s), which specify the rights and obligations of both parties relevant to the
specified transaction.
4.8 DUE DILIGENCE IN EXPENDITURE OF FUNDS. Grantee shall ensure that grant
funds are expended in accordance with the following principles:
•
(i) Grant expenditures should be made in accordance with generally accepted sound
business practices, arms length bargaining, applicable Federal and State laws and
regulations,'and the terms and conditions of this Agreement;
(ii) Grant expenditures should not exceed the amount which would be incurred by a
prudent person under the circumstances prevailing at the time the decision is made to
incur the costs; and
(iii) Grant expenditures should be consistent with generally accepted! accounting
principles.
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Dec-16-2002 02:51pm Fra-DCCA IL FIRST 217-557-9883 T-769 P.019/029 F-142
PART V
GENERAL PROVISIONS
5.1 GRANTEE AUTHORITY; INDEPENDENCE OF GRANTEE PERSONNEL; GRANTOR
AUl THOjtIT,GOVERNING LAW,
A. Grantee Authority. The Grantee warrants that it is the real party in interest to this
Agreement, that it is not acting for or on behalf of an undisclosed party, and that it possesses
legal authority to apply for this grant and to execute the propc.sed program or project
described in Part III hereof. Grantee's execution of this Agreement shall serve as its
attestation that Grantee has read, understands and agrees to all provisions of this Agreement
and to be bound thereby. Grantee further acknowledges thal the individual executing this
agreement is authorized to do so on Grantee's behalf.
B. ldoendence of Grantee Personnel. All technical, clerical, and ether personnel
necessary for the performance required by this Agreement shall be employed, or contracted
with, by Grantee, and shall In all respects be subject to the rules and regulations of Grantee
governing its employees. Neither Grantee nor its personnel :;hall be considered to be the
agents or employees of the Department.
C. Grantor Authority. The Department and its payroll employees, when acting pursuant to
this Agreement, are acting as State officials In their official capacity and not personally or as
the agents of others.
• D. Governing Law. This Grant is awarded in the State of Illinois for execution within the
State of Illinois. This Agreement shall be governed by and construecl according to Illinois law
as that law would be interpreted by an Illinois Court. Where there is no Illinois law on a
particular subject or issue, then the applicable law will be applied as it would;be if interpreted
and applied by an Illinois court.
5.2 SCOPE OF WQRK.. In consideration for the grant funds to be provided by the
Department, the Grantee agrees to perform the project described in Part lil hereof and to
prepare and submit to the Department the reports and other deliverables described in this
Agreement.
5.3 FISCAL RESPONSIBILITIES.
A. Non Appropriation Clause. Payments pursuant to this Agreement are subject to the
availability of applicable Federal and State funding from the Department and their
appropriation and authorized expenditure under state law. Obligations of the State will cease
immediately without penalty or liability of further payment being required if i(1 any fiscal year
that this Agreement is in effect the Illinois General Assembly or Federal fundirjg source fails to
appropriate or otherwise make available sufficient funds for this grant.
The Grantee hereby is given actual knowledge of the fact that pursuant to the State Finance
Act, 30 ILCS 105/30, payments under this grant are contingent upon there) existing a valid
appropriation therefor and that no officer shall contract any indebtedness on behalf of the
State, or assume to bind the State in an amount in excess of the money appropriated, unless
Dec-16-2002 02:52pm Frog-DCCA IL FIRST 217-557-9883 T-769 P.020/022 F-142
expressly authorized by law. If this is a multi-year grant, it is void by operation of law if the
Department fails to obtain the requisite appropriation to pay the grant in any year in which
this Agreement is in effect.
B. Total AmuntaLcusiatjjmald, The Grantee expressly understands and'agrees that the
total financial `obligation of the Department under this Agreement snail not exceed the total
grant amount set forth on the Notice of Grant Award and the Grantee agrees expressly to fully
complete the Scope of Work specified in this Agreement and all other obligations under this
Agreement within the stated total consideration.
C. DitataufSdantimpistignisi Payment to the Grantee under this Agreement shall be
made payable,in the name of the Grantee and sent to the person and place specified in the
Notice of Grant Award. The Grantee may change the person to whom payments are sent, or
the place to which payments are sent by written notice to the Department signed by the
Grantee. No such change or payment notice shall be binding upon the Department until ten
(10) business days after actual receipt.
5.4 RECORDS,RETENTION Abp ACCESS TO RECORDS:PROJECT•Ct,OSEOUT;
ACCOUNTING: AND AUDIT REQUIREMENTS.
A. Records Betentlon. The Grantee is accountable for all funds received under this
Agreement and shall maintain, for a minimum of three (3) years following the later of the
expiration or termination of this Agreement, adequate books, records, and supporting
documents to ,verify the amount, recipients and uses of all disbursements of funds passing in
conjunction with this Agreement.. This Agreement and all books, records and supporting
documents related hereto shall be available for inspection and audit by the Department, the
Auditor General of the State of Illinois, or any of their duly authorized representatives, and the
Grantee agrees to cooperate fully with any audit conducted by the Auditor:General or the
Department. Grantee agrees to provide full access to all relevant rnaterialsand to provide
copies of same upon request. Failure to maintain books, records and supporting documents
required by this Section 5.4 shall establish a presumption in favor of the Department for the
recovery of any funds paid by the Department under this Agreement for which adequate
books, records and supporting documentation are not available to support their purported
disbursement.
If any of the services to be performed under this Agreement are subcontracted, the Grantee
shall include in all subcontracts covering such services, a provision that the Department and
the Auditor General of the State of Illinois, or any of their duly authorized representatives, will
have full access to and the right to examine any pertinent books, documents, papers and
records of any such subcontractor involving transactions related to this Agreement for a
period of three(3) years from the later of the expiration or termination of this Agreement.
B. Grant Closeout. In addition to any other reporting requirements specified in this
Agreement, the Grantee shall complete and submit a final Grant Closeout Package on forms
provided by the Department, within time limits established by thi: Department, after the
expiration or termination of this Agreement. The Grantee must report on the expenditure of
grant funds provided by the State, and if applicable, the Grantee's required matching funds.
The Grantee is°responsible for taking the necessary steps to correct aiiy deficiencies disclosed
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. Dec-16-2002 02:53pm FrarDCCA IL FIRST 217-55T-9883 T-T89 P.021/020 F-142
by such Grant Closeout Package, including such action as the Department, based on its review
of the Grant Closeout Package, may direct.
In accordance with the Illinois Grant Funds Recovery Act, 30 ILCS 71)5/1 et seq., the Grantee
must, within 45 days of the expiration or termination of this Agreement, refund to the
Department, any balance of funds which is unobligated at the end of the Grant term specified
in the Notice'of Grant Award. For purposes of preparation of grant closeout forms, the
determination of allowable expenditures and excess grant funds shall be based on the premise
that the total Grantee compensation under this Agreement shall not exceed the amount
specified in the Notice of Grant Award.
C. Audit Requirements. If required by Part Ii of this Grant Agreeme-nt, the Grantee shall be
required to have an audit conducted in accordance with the following terms:
a. State Audit Requirements:
(i) The audit shall be conducted by a certified public accountant who is licensed by
the State of Illinois to conduct an audit in accordance with Generally Accepted
Auditing Standards.
(ii) Grant funds shall be included in the Grantee's annual audit, unless the
Department authorizes the Grantee to have a grant-specific audit conducted.
(iii) Upon completion of an audit, an audit report shall be issued and the Grantee
shall provide the Department with a copy of such audit report
(iv) The Grantee shall provide the Department with a copy of-an audit report within 30
days cif the Grantee's receipt of such audit report, but in no event:later than nine
months following the end of the period for which the auait was performed. The
Grantee shall send the audit report to the Department at the following address:
Illinois Department of Commerce and Community Affairs
Division of Audits
620 East Adams
Springfield, IL 62701
D. Worker's Compensation Insurance. Social Security, Retirement apd Health Insurance
Benefits, and Taxes. The Grantee shall provide Worker's Compensation insurance where the
same is required and shall accept full responsibility for the payment of: unemployment
insurance, premiums for Workers' Compensation, Social Security and retirement and health
insurance benefits, as well as all income tax deduction and any other taxes or payroll
deductions required by law for its employees who are performing services specified by this
Agreement.
5.5 TERMINATION: SUSPENSION.
•
A. This Agreement may be terminated as follows:
. Da-16-2002 02:53pm Frai-DCCA IL FIRST 217-557-9983 T-769 P.022/029 F-142
1. Due to Loss of Funding. Obligations of the State will cease immediately without
penalty of further payment being required if in any fiscal year the Illinois General Assembly or
Federal funding source fails to appropriate or otherwise make available sufficient funds for this
Agreement. In the event the Department suffers such a loss of funding in frill or in part, the
Department shall give the Grantee written notice which shall set forth the effective date of full
or partial termination, or if a change in funding is required, setting forth the change in funding
and the changes in the approved budget.
2. For Cause. If the Department determines that the Grantee has failed to comply with
any of the terms, conditions or provisions of this Agreement, or any other Agreement executed
by the Department and the Grantee, including any applicable rules or regulations, the
Department may terminate this Agreement in whole or in part at any time before the
expiration date of this Agreement. The Department shall notify the Grantee in writing of the
reasons for the termination and the effective date of the termination. Grantee shall not incur
any costs after the effective date of the termination. Payments made to the Grantee or
recovery by the Department shall be in accord with the legal rights and liabilities of the
parties.
•
In the event of termination for cause, Grantee shall also be subject to any other applicable
provisions specified elsewhere in this Agreement.
Termination for cause may render the Grantee ineligible for consideration for future grants
from the Department.
3. For Convenience. The Department or the Grantee may terminate this Agreement in
whole or in part when the Department and the Grantee agree that continuation of the program
objectives would not produce beneficial results commensurate with the further expenditure of
funds. The Department and the Grantee shall agree upon termination conditions including the
effective date and, in the case of partial termination, the portion to be terminated. The
Grantee shall not incur new obligations for the terminated portion after the effective date, and
shall cancel a; many outstanding obligations as possible. The Department shall, allow full
credit to the Grantee for the Department's share of the non-cancelled obligations, if properly
incurred by the Grantee prior to termination.
•
B. Susgenslan. If the Grantee fails to comply with the specific conditions and/or general
terms and conditions of this Agreement, the Department may, after written notice to the •
Grantee, suspend this Agreement, withhold further payments and prohibit the Grantee from
incurring additional obligations of grant funds, pending corrective action by the Grantee or a
decision to terminate this Agreement. Department may determine to allow such necessary
and proper costs which the Grantee could not reasonably avoid during the period of
suspension provided that the Department agrees that such costs were .necessary and
reasonable and incurred in accordance with the provisions of this Agreement.
Section 5.6 INDEMNIFICATION.
A. Non-governmental entities. The Grantee agrees to indemnify and hold the Department
and/or the State of Illinois, and its officers, agents, or employees harmless from and against
any and all claims, and actions, including but not limited tip, attorneys' fees, costs and
Dec-16-2002 02:54pm 'From-DCCA IL FIRST 217-557-9863 T-769 P.023/020 F-142
interest, based upon and arising out of any services performed under this Agreement by the
Grantee and , its officers, employees, agents, independent contractors, .subcontractors,
subrecipients, volunteers, or other associates. The Grantee shall further indemnify and hold
the Department and/or the State of Illinois and/or its officers, agents and employees
harmless from and'against any and all liabilities, demands, claims, damages, suits costs, fees
and expenses incident thereto, for injuries or death to persons and for loss or damage to or
destruction of property because of negligence, intentional act:; or emissions on the part of
Grantee, its , officers, employees, agents, independent contractors, subcontractors,
subrecipients, volunteers or other associates, arising out of any services performed under this
Agreement.
•
The Grantee further agrees to indemnify, save and hold harmless the Department, its officers,
agents and employees against any liability, including costs and expenses associated with the
violation of general, proprietary rights, copyrights or rights of privacy of third parties arising
out of the publication, translation, reproduction, delivery, performance, use or disposition of
any data developed or furnished under this Agreement or any libelous or any unlawful matter
contained therein.
B. GQyernmanl Xntities. In the event that the Grantee is a Governmental Entity, it will
indemnify and hold harmless the Department as set out herein to the extent authorized by
Federal and/or State constitutions(s) and/or laws.
C. Notice. In the event that any demand or claim relating to the transactions or activities
pursuant to this Agreement is made known to either party, the Department and/or the
Grantee will notify the other party to this Agreement in writing in an expedient manner.
5.7 MODIFICATION BY OPERATION OF LAW: DISCRETIONARY MODIFICATIONS: BUDGET
MODIFIAATIQNS•
A. Modifications by Operation of taw. This Agreement is subject to such modifications as
the Department determines may be required by changes in Federal or State law or regulations
applicable to this Agreement. Any such required modification shall be incorporated into and
be part of this Agreement as if fully set forth herein. The Department shall timely notify the
Grantee of any pending implementation of or proposed amendment to such regulations of
which it has notice.
B. Budget Modification . Budget modifications shall be made in accordance with any
applicable provisions as specified elsewhere in this Agreement.
C. Discretionary Modifications. If either the Department or the Cirantee wishes to modify
the terms of this Agreement other than as set forth in Sections A and B above, written notice
of the proposed modification must be given to the other party. No modification will take effect
until it is agreed to in writing by both the Department and the Grantee, except that if the
Department notifies the Grantee in writing of a proposed modification without the prior written
approval of the Grantee, failure of the Grantee to object in writing, specifying the reasons for
the objections, within thirty (30) calendar days from the date of the Department's notice to the
Grantee of such proposed modification, the modification will be deemed to be approved by the
Grantee. The Department's notice to the Grantee shall contain the Grantee name, Grant
Dec-16-2002 02:54pm #FrorDCCA IL FIRST 217-557-9883 T-769 P.024/029 F-142
number, modification number, purpose of the revision and signature of the Department's
director.
5.8 CONFLICT OF INTEREST; !NTgREST OF PUBLIC OFFICIALS/EMPLOYEE:,
BONUS(COMMMIQN PEQHIB1TE11: JIIRING OF STATE EMPLOYEES PROHIBITED.
A. Conflict of Inter st_ The Grantee shall establish safeguards to prohibit officers, directors,
agents, employees and family members from using positions of employment for a purpose
that is, or gives the appearance of, being motivated by a desiro for a private gain for
themselves or others, particularly those with whom they have family business or other ties.
Safeguards, evidenced by rules or bylaws, shall be established to prohibf;t persons from
engaging in actions which create or which appear to create a conflict of interest as described
herein or in Section 2.6 of this Agreement.
. i
B. Interest of Public Officials/Employees.
(i) Governmental Enf ty. if the Grantee is a governmental entity, the grantee certifies
that no officer or employee of the Grantee and no member of its governing body and no other
public official of the locality in which the program objectives will be carried oyt who exercises
any functions 9r responsibilities in the review or approval of the undertaking or carrying out of
such objectives shall participate in any decision relating to any contract negotiated under a
program grant which affects his/her personal interest or the interest of any corporation,
partnership or, association in which he/she is directly or Indirectly Interested, or has any
financial interest, direct or indirect, in such contract or in the work to be performed under
such contract.
(ii) Nongovernmental Entity. If the Grantee is a nongovernmental entity, it shall comply
with the provisions of Section 2.6 hereof relative to conflict of interest,
Violations of this Section 5.8 (and 2.6 for non-governmental entities) may result in suspension
or termination of this Agreement, and recovery of grant funds provided hereunder. Violators
may also be criminally liable under other applicable State laws and subject to actions up to .
and including felony prosecution.
C. Nony5,Qr_C401115,010h Prohibited., The Grantee shall not pay any bonus or commission
for the purpose of obtaining the grant awarded under this Agreement.
D. Hiring State Employees Prohibited, No State officer or employee may be hired to
perform services under this Agreement, or be paid with funds derived directly or indirectly
through this grant without the written approval of the Department.
5.9 APPLICABLE STATUTES.
A. Grantee Responsibility. All applicable Federal, State and local laws, rules and
regulations governing the performance required by Grantee shall apply to thisAgreement and
will be deemed to be included in this Agreement the same as though written herein in full.
Grantee is responsible for ensuring compliance with all applicable laws, rules nd regulations,
including, but not limited to those specifically referenced herein. Except where expressly
Dec-16-2002 02:55pm From-DCCA IL FIRST 217-557-9883 7-769 P.025/029 F-142
• required by applicable laws and regulations, the Department shall not be responsible for
monitoring Grantee's compliance.
B. Land Trust/Beneficial Disclosure Acts 765 II.CS 405/2.1),. No grant award funds shall
be paid to any trustee of a land trust, or any beneficiary or beneliciaries of a land trust, for any
purpose relating to the land which is the subject of such trust, any interest in such land,
improvements to such land or use of such land unless an affidavit is first filed with the
Department identifying each beneficiary of the land trust by name and address and defining
such interest therein.
C. Historic Preser_yatton Act (2(1 ILCS 3420/1 et seg.). The Grantee will npt expend funds
under this Agreement which result in the destruction, alteration, renovation, transfer or sale,
or utilization of a historic property, structure or structures, or in the introduction of visual,
audible or atmospheric elements to a historic property, structure or structures, which will
result in the change in the character or use of any historic property.
D. State of Illinois Discrimination Laws (775 ILCS 5/1-101. et stag,). In carrying out the
performance required under this Agreement, the Grantee shall comply with all applicable
provisions of the Illinois Human Rights Act, and rules and regulations promulgated by the
Illinois Department of Human Rights, prohibiting unlawful discrimination in employment.
Grantee's failure to comply with all applicable provisions of the Illinois Human Rights Act, or
applicable rules and regulations promulgated thereunder, may result in a determination that
Grantee is ineligible for future contracts or subcontracts with the State of Illinois or any of its
political subdivisions or municipal corporations, and this Agreement may be canceled or
voided in whole or in part, and such other sanctions or penalties may be imposed or remedies
invoked as provided by statute or regulation.
E. Drugfrng WprkpJace Act (30 ILCS 580/1, et,seqo, Grantee will make the certification
required in this Agreement and will comply with all of the provisions cf the Drugfree Workplace
Act that are applicable to the Grantee. False certification or violation of the requirements of
the Drugfree Workplace Act may result in sanctions including, but not limited to, suspension
of grant payments, termination of this Agreement and debarment of contracting or grant
opportunities With the State for at least one (1)year but not more than five (5)years.
F. Freedom of Information Act (5 ILCS 140/1 at seq.). Applications, programmatic reports
and other information obtained by the Department under this Agreernent shall be
administered pursuant to the Freedom of Information Act. The Department shall give Grantee
timely notice in the event it receives a request for information submitted by Grantee relative
to this Agreern nt.
G. Prevailing Wage Act (820 ILCS 130/(11.01 et seq.). All projects for the!construction of
fixed works Which are financed in whole or in part with funds provided by this Grant
Agreement shall be subject to the Prevailing Wage Act (820 ILCS 130/0.01 et Seq.) unless the
provisions of that Act exempt its application. In the construction of the project, the Grantee
shall comply With the requirements of the Prevailing Wage Act, including, but not limited to,
inserting into all contracts for such construction a stipulation to the effect thpt not less than
the prevailing rate of,wages as applicable to the project shall be paid to all laborers, workers,
and mechanics performing work under the contract and requiring all bonds of contractors to
•
Dec-16-2002 02:56pm Frou-DCCA IL FIRST 217-557-9883 T-769 P.026/029 F-142
•
include a provision as will guarantee the faithful performance of such prevailing wage clause
as provided by contract.
5.10 MISC ►NEOUS PROVISIONS.,
A. Waivers. A waiver of any condition of this Agreement must be requestec4 in writing. No
waiver of any condition of this Agreement may be effective unless in writing from the Director
of the Department.
B. Assignment. The benefits of this Agreement and the right., duties and responsibilities of
the Grantee under this Agreement may not be assigned (in whole or in part] except with the
express written approval of the Department acting through its Director. Any assignment by
the Grantee in violation of this provision renders this Agreement void able by the Department.
•
C. SeverabILity Clause. If any provision under this Agreement or its application to any
person or circumstances is held invalid by any court of competent jurisdictign, this invalidity
does not affect any other provision or its application of this Agreement which can be given
effect without;the invalid provision or application.
D. integration Clause. This Agreement, with attachments, as written, is the full and
complete agreement between the parties and there are no oral agreEiments or understandings
between the parties other than what has been reduced to writing heroin.
E. Comptroller Filing Notice. The Grantee expressly understands that whenever applicable,
a copy of this Agreement and any.modification, cancellation or renewal is required to be filed
by the Department with the State Comptroller.
F. Subcontract,and Grants. The Grantee's services, duties and responsibilities specified
herein shall not be subcontracted or subgranted by the Grantee without prior:written approval
of the Department, unless such subcontracts or subgrants are provided for elsewhere in this
Agreement. Any subcontracts or subgrants shall be subject tc, and *form with, all
applicable State and Federal laws, and shall specifically provide that subcontractors or
subgrantees are subject to all of the terms and conditions of this Agreement.
•
•
•
•
,
Dec-16-2002 02:56pm FrarDCCA IL FIRST 21T-55T-9883 T-769 P.027/020 F-142
4
PART VI .
STATE OF ILLINOIS REQUIRED
' CERTIFICATIONS
The Grantee makes the following certifications as a condition of this Agreement. These
certifications are required by State statute and are in addition to any certifications required
by any Federal funding source as set forth in this Agreement. Grantee's execution of this
Agreement shall serve as its attestation that the certifications made herein are true and
correct.
6.1 COMPLIANCE WIT. _ - • I • _ A The Grantee certifies that it shah comply with all
applicable provisions of Federal, State and local law in the performance of its obligations
pursuant to this Agreement.
6.2 IQNFLICT OF INTEREST. The Grantee certifies that it has no public or private interest,
direct or indirect, and shall not acquire directly or indirectly any such interest which does or
may conflict in any manner with the performance of Grantee's services and obligations under
this Agreement.
6.3 argtIGQING/BID-ROTATING. The Grantee certifies that it has not been barred from
contracting with a unit of State or local government as a result of a violation of Section 33E-3
or 33E•4 of the Criminal Code of 1.961 (720 ILCS 5/33 E•3 and 5/33 E•4).
6.4 DEFAULT ON EDUCATIONAl4,LOAN. The Grantee certifies that this Agrejement is not in
violation of the Educational Loan Default Act (5 ILCS 385/3) prohibiting certain contracts to
individuals who are in default on an educational loan.
6.5 AMERICANS WITH DISABILITIES ACT. The Americans with Disabilities Act (ADA) (42
U.S.C. 12101 et. seq.) and the regulations thereunder (28 CFR 35.130) prohibit
discrimination against persons with disabilities by the State, whether directly or through
contractual arl'angements, in the provision of any aid, benefit or service. As a condition of
receiving this grant, the Grantee certifies that services, programs and activities provided
under this Agreement are, and will continue to be, in compliance with the ADA:
6.6 DRUGFREE WORKPLACE ACT. The Grantee certifies that:
A) It is a Corporation, Partnership, or other entity (other than an indij'iduai) with 24
or fewer employees at the time of execution of this Agreement. i
B) That the purpose of this grant is to fund solid waste redu,;tion.
C) It is a Corporation, Partnership, or other entity (other than an indiriidual)with 25
or more employees at the time of execution of this Agreement, or
D) _ That it is an individual.
If Option "A" or"B" is checked this Agreement is not subject to the requirements of the Act. .
I
Dec-16-2002 02:57pm From-DCCA IL FIRST 217-557-9883 T-769 P.028/022 F-142
If Option "C" or "D" is checked and the amount of this grant is five thousand dollars
($5,000.00) o'r more, the Grantee is notified that the Drugfree Workplace Act;(30 ILCS 580/1
et seq.) is applicable to this Agreement, and the Grantee must comply with the terms of said
Act, as set forth below:
Grantee will provide a drugfree workplace by:
(a) Publishing a statement:
(i) Notifying employees that the unlawful manufacture, distributipn, dispensing,
possession or use of a controlled substance, including cannabis, is prohibited in the
Grantee's workplace.
(ii) Specifying the actions that will be taken against employees for violations of such
prohibition.
(iii)Notifying the employee that, as a condition of employment on such grant, the
employee will:
(A) abide by the terms of the statement; and
(B) notify the employer of any criminal drug statute conviction. for a violation
occurring in the workplace no later than five (5) days after such conviction.
(b) Establishing a drug free awareness program to inform employee;; about:
(I) the dangers of drug abuse in the workplace; •
(ii)the Grantee's policy of maintaining a drug free workplace;
(iii)any available drug counseling, rehabilitation and employee a:;sistance'programs; and
(iv)the penalties that may be imposed upon an employee for drug violations.
(c) Providing a copy of the statement required by subparagraph (a) toi each employee
engaged in the performance of the grant and to post the statement in a !prominent place
in the workplace.
(d) Notifying the granting agency within ten (10) days after receiving notice, jander part (B) of
paragraph (iii) of subsection (a) above, from an empioyeo or otherwise;receiving actual
notice of such conviction.
(e) Imposing a sanction on, or requiring the satisfactory participation in, a drug abuse
assistance or rehabilitation program by any employee who is so convicted, as required by
Section 5 of the Drugfree Workplace Act, 30 ILCS 580/5.
• D.c-16-2002 02:5Tpn `FrarDCCA IL FIRST 21T-557-9883 T-769 P.029/029 F-142
•
(f) Assisting employees in selecting a course of action in the event drug counseling,
treatment and rehabilitation are required and indicating that a trained referral team is in
place.
(g) Making a, good faith. effort to continue to maintain a drugfree workplace through
implementation of the Drugfree Workplace Act, 30 ILCS 580/5.
If Grantee is an individual, it certifies that it will not engage in the unlawful manufacture,
distribution, dispensation, possession, or use of a controlled suostance in the performance of
this Agreement.
6.7 ANTI-BRIBERY. The Grantee certifies that neither it nor its emploiees have been
convicted of bribing or attempting to bribe an officer or employee 01 the State of Illinois, nor
has Grantee or any of its employees made an admission of guilt of such conduct which is a
matter of record as defined in the Illinois Procurement Code (30 ILCS 500/50.5).
6.8 DISCRIMINATLON/ILLINOIS HUMAN RIGHTS ALA The Grantee certifies (i) that it will
not commit unlawful discrimination in employment in Illinois as that term is defined in Article
2 of said Act; (ii) that it will comply with the provisions of Article 5 of the Act iregarding equal
employment opportunities and affirmative action; and, (iii) that it will comply with policies and
procedures established by the Department of Human Rights under Article 7 of the Act
regarding equal employment opportunities and affirmative action.
The Grantee further certifies that, if applicable, it will comply with An !Act to prohibit
discrimination and intimidation on account of race, creed, color, :sex, religion, physical or
mental handicap unrelated to ability or national origin in employment under 'contracts for
public buildings or public works.' (775 ILCS 10/0.01 et. seq.)
6.9 SEXUAL HARASSMENT. The Grantee certifies that it his written sexlual harassment
policies that shall include, at a minimum, the following information: (i)the 'Illegality of sexual
harassment; (ii) the definition of sexual harassment under State law; (iii) description of
sexual harassment, utilizing examples; (iv) the Grantee's internal complaint process including
penalties; (v) the legal recourse, investigative and complaint process available through the
Department of Human Rights and the Human Rights Commission; Zvi) direc ions on how to
contact the Department and Commission; and (vii) protection again:it retaliation as provided
by Section 6.101 of the Illinois Human Rights Act (775 ILCS 5/2-105 (BX5), A copy of the
policies shall be provided to the Department upon request.
6.10 INTERNATIONAL ANTI-BOYCQU , E1tTIFtCATLQ.M. The Grantee hereby certifies that
neither the Grantee nor any substantially owned affiliate company of ithe Grantee is
participating oh will participate in an international boycott, as defined by the provisions of the
U.S. Export Administration Act of 1979, or as defined by the regulatiohs of the U.S.
Department of Commerce, promulgated pursuant to that Act (30 ILCS. 582/1 et seq.).
�� OF E,C
• °`'' p��b City of Elgin Agenda Item No. '
E
REVISED G
January 8, 2003
TO: Mayor and Members of the City Council ECONOMIC GROWTH
FROM: Olufemi Folarin, Interim City Manager
SUBJECT: Development Agreement with InnoTech Laboratories, Inc .
PURPOSE
The purpose of this memorandum is to provide the Mayor and
members of the City Council with information to consider
approval of a development agreement with InnoTech Laboratories,
Inc .
BACKGROUND
InnoTech Laboratories is a clinical/diagnostic and
pharmaceutical industry that employs research scientists and
engineers in the production and testing of medical devices . In
particular, the devices they manufacture allow users to conduct
biological specimen analyses as applied to research and forensic
science, medical diagnostics, genomic research, and agricultural
development .
InnoTech proposes to locate in the Northwest Business Park at
Route 72 and Galvin Drive . They will lease existing space until
such time when Interstate Partners can complete the construction
of a 250, 000 square foot building within the business park.
Future phases will require the construction of additional
250, 000 square foot buildings .
InnoTech will employ approximately 400 persons within two years
and over 1 , 000 persons within five years . At this level ,
according to their grant application, annual salary and benefits
will reach $70, 000 , 000 with annual taxes, including state
income, payroll and real estate totaling more than $300, 000, 000 .
Senator Rauschenberger, the City of Elgin and the State of
Illinois Department of Commerce and Community Affairs (DCCA)
Development Agreement with InnoTech Laboratories, Inc .
January 8, 2003
Page 2
worked jointly to prepare a competitive economic development
package to ensure InnoTech' s location in the City of Elgin. A
principal feature of this package is a $350 , 000 DCCA Grant
sponsored by the Senator. After considering competitive sites
and economic development packages available in the State of
Wisconsin, InnoTech has decided to locate in Elgin, Illinois .
The enclosed development agreement specifies the obligations of
both the company and the City. These are summarized as follows :
1 . The Company agrees to perform Phase One activities, as
generally described above, and in accordance with the
attached Grant Agreement with DCCA. The Development
Agreement requires InnoTech to achieve the following
targets : commence production by September 30, 2004 , or,
create 400 jobs by September 30, 2006 .
2 . The City agrees to serve as Grantee and recipient of the
$350, 000 DCCA award. Monies will then be remitted to the
company as specified in the development agreement . If the
company fails to perform within the terms and conditions of
the Development Agreement, the company shall be responsible
to reimburse the $350, 000 to the City.
3 . The City agrees to give priority to the company' s building
and construction related reviews, approvals, and
inspections and will expedite their execution.
4 . The City will work with other State of Illinois agencies in
securing other grant or loan programs for the projects
future phases .
Economic Development staff will monitor the performance
requirements of the Development Agreement as well as the DCCA
grant agreement (Exhibit C) in order to insure compliance by the
company.
Development Agreement with InnoTech Laboratories, Inc .
January 8 , 2003
Page 3
COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED
Senator Rauschenberger, State of Illinois .
FINANCIAL IMPACT
The DCCA grant will total $350, 000 . With the exception of
having an independent audit performed of the project at a cost
of approximately $1, 000, no additional local funds are being
used for this project . Staff time devoted to the execution of
the development agreement' s terms and conditions will be
absorbed as a part of their normal duties and responsibilities .
LEGAL IMPACT
The Legal Department has reviewed the attached development
agreement and State of Illinois grant agreement .
ALTERNATIVES
1 . Adopt the development agreement and authorize the Mayor
to execute the State of Illinois' grant agreement for
$350, 0000 .
2 . Do not proceed with the development agreement at this
time .
RECOMMENDATION
It is recommended that the City Council proceed as identified in
Alternative One above .
Respectfully submitted,
Olu - Fo arin
Interim Cit Mana•-
MTB/sr