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HomeMy WebLinkAboutEconomic and Community Development Solutions, LLC 2014 AGREEMENT THIS AGREEMENT, made on the Sr day of May, 2014, by and between the CITY of OSHKOSH, hereinafter referred to as CITY, and Economic and Community Development Solutions, LLC, hereinafter referred to as the CONSULTANT. WITNESSETH: That the CITY and the CONSULTANT, for the consideration hereinafter named, enter into the following Agreement. COMPONENT PARTS OF THE AGREEMENT This Agreement consists of the following component parts, all of which are as fully a part of this Agreement as if herein set out verbatim, or if not attached, as if hereto attached: 1. This Instrument 2. Consultant's Professional Services Proposal dated March 28, 2014 and attached hereto. In the event that any provision in any of the above component parts of this Agreement conflicts with any provision in any other of the component parts, the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. CITY REPRESENTATIVE The CITY shall assign the following individual to manage this Agreement: Allen Davis, Director of Community Development SCOPE OF WORK The CONSULTANT shall provide the services described in the CONSULTANT's attached Professional Services Proposal. CITY may make or approve changes within the general Scope of Services contained within the Professional Services Proposal and in this AGREEMENT. If such changes affect CONSULTANT's cost or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT. RECORDS AND INSTRUMENTS OF SERVICE All reports, drawings, software, data, computer files, and other materials, documents and instruments prepared by the CONSULTANT as instruments of service shall remain the property of the CITY. Any document related to this agreement, whether in electronic or paper form, is considered a public record and shall be provided to the City upon - 1 request. The contractor may provide the City with an explanation of why they believe any document should not be released to the public. The City shall make all final determinations regarding the existence or release of any document related to this agreement. TERM AND TERMINATION A. Term. This Agreement shall commence upon the date indicated above and shall terminate on December 31, 2014 unless terminated earlier by one of the parties as provided below, except that CITY may extend this Agreement for an additional year, until December 31, 2015, upon written notice to CONSULTANT given on or before December 1, 2014. B. Termination. 1. For Cause. If either party shall fail to fulfill in timely and proper manner any of the obligations under this Agreement, the other party shall have the right to terminate this Agreement by written notice. In this event, the CONSULTANT shall be entitled to compensation to the date of delivery of the Notice. 2. For Convenience. The CITY may terminate this Agreement at any time by giving written notice to the CONSULTANT no later than 30 calendar days before the termination date. TIME OF COMPLETION The CONSULTANT shall perform the services under this Agreement with reasonable diligence and expediency consistent with sound professional practices. The CITY agrees that the CONSULTANT is not responsible for damages arising directly or indirectly from any delays for causes beyond the CONSULTANT's control. For the purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes, severe weather disruptions or other natural disasters, or failure of performance by the CITY. If the delays resulting from any such causes increase the time required by the CONSULTANT to perform its services in an orderly and efficient manner, the CONSULTANT shall be entitled to an equitable adjustment in schedule. SUSPENSION, DELAY, OR INTERRUPTION OF WORK CITY may suspend, delay, or interrupt the Services of CONSULTANT for the convenience of CITY. In such event, CONSULTANT's contract price and schedule shall be equitably adjusted. ASSIGNMENT Contractor shall not have the right to assign this Agreement without the written prior consent of the City. 2 INDEPENDENT CONTRACTOR CONSULTANT is an independent contractor and is not an employee of the CITY. COOPERATION IN LITIGATION AND AUDITS Contractor shall fully and completely cooperate with the City, the City's insurer, the City's attorneys, the City's Auditors or other representative of the City (collectively, the "City" for purposes of this Article) in connection with (a) any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding (collectively "Litigation") or internal or governmental Audit, with respect to matters relating to this Agreement; other than a third party proceeding in which Contractor is a named party and Contractor and the City have not entered into a mutually acceptable joint defense agreement. Such cooperation may include, but shall not be limited to, responding to requests for documents and/or other records, and making Contractor's employees available to the City (or their respective insurers, attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the City to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the City all pertinent information related to any Litigation or Audit; and (iv) providing information and legal representations to auditors in a form and within a timeframe requested. City shall reimburse Contractor for reasonable direct expenses incurred in connection with providing documents and records required under this paragraph and may require, at the City's sole discretion, such expenses to be documented by receipts or other appropriate documentation. Reasonable direct expenses include costs, such as copying, postage and similar costs; but do not include wages, salaries, benefits and other employee compensation. Contractor shall not be entitled to additional compensation for employee services provided under this paragraph. STANDARD OF CARE The standard of care applicable to CONSULTANT's Services will be the degree of skill and diligence normally employed by professional CONSULTANTs or consultants performing the same or similar Services at the time said services are performed. CONSULTANT will re-perform any services not meeting this standard without additional compensation. CITY RESPONSIBILITIES The CITY shall furnish, at the CONSULTANT's request, such information as is needed by the CONSULTANT to aid in the progress of the project, providing it is reasonably obtainable from City records. 3 CONSULTANT may reasonably rely upon the accuracy, timeliness, and completeness of the information provided by CITY. To prevent any unreasonable delay in the CONSULTANT's work, the CITY will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. PAYMENT A. The Agreement Sum. The CITY shall pay to the CONSULTANT for the performance of the Agreement the amount as outline in the Cost portion of the Consultant's Professional Services Proposal. B. Method of Payment. The CONSULTANT shall submit itemized monthly statements for services. The CITY shall pay the CONSULTANT within 30 calendar days after receipt of such statement. If any statement amount is disputed, the CITY may withhold payment of such amount and shall provide to CONSULTANT a statement as to the reason(s) for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this Agreement executed by both parties prior to proceeding with the work covered under the subject amendment. HOLD HARMLESS The CONSULTANT covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands which may be to the proportionate extent caused by or result from the intentional or negligent acts of the CONSULTANT, its agents or assigns, its employees, or its subcontractors related to the performance of this Agreement or be caused or result from any violation of any law or administrative regulation, and shall indemnify or refund to the CITY all sums including court costs, attorney fees, and punitive damages which the CITY may be obliged or adjudged to pay on any such claims or demands within thirty (30) days of the date of the CITY's written demand for indemnification or refund for those actions, claim, and demands caused by or resulting from intentional or negligent acts as specified in this paragraph. Subject to any limitations contained in Sec. 893.80 and any similar statute, of the Wisconsin Statutes, the City further agrees to hold CONTRACTOR harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), which may be to the proportionate extent caused by or result from the intentional or negligent acts of the CITY, its agents or assigns, its employees, or its subcontractors related to the performance of this Agreement or be caused or result from any violation of any law or administrative regulation, where such liability is founded upon or grows out of the acts or omission of 4 any of the officers, employees or agents of the City of Oshkosh while acting within the scope of their employment. It is the intention of the parties to this Agreement that each party shall be solely responsible for its own actions and activities and the actions and activities of its own officers, employees and agents while acting within the scope of their employment INSURANCE The CONSULTANT agrees to abide by the attached City of Oshkosh Insurance Requirements for Professional Services. WHOLE AGREEMENT /AMENDMENT This document and any specified attachments contain all terms and conditions of the Agreement and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. NO THIRD-PARTY BENEFICIARIES This AGREEMENT gives no rights or benefits to anyone other than CITY and CONSULTANT and has no third-party beneficiaries. AGREEMENT NOT TO BE CONSTRUED AGAINST ANY PARTY This Agreement is the product of negotiation between the parties hereto and no term, covenant or provision herein or the failure to include a term, covenant or provision shall be construed against any party hereto solely on the basis that one party or the other drafted this Agreement or any term, covenant or condition contained herein. NO WAIVER Failure of either party to insist upon the strict performance of terms and provisions of this agreement, or any of them, shall not constitute or be construed as a waiver or relinquishment of that party's right to thereafter enforce such term or provision, and that term of the provisions shall continue in full force and effect. NON-DISCRIMINATION The Operator agrees not to discriminate in its operations under this Agreement on the basis of race, color, creed, age, and gender, or as otherwise prohibited by law. A breach of this covenant may be regarded as a material breach of this Agreement 5 SEVERABILITY If any term, covenant, condition or provision of this agreement shall be invalid or enforceable, the remainder of this agreement shall not be affected thereby the remainder of the agreement shall be valid and enforceable to the fullest extent permitted by law. CHOICE OF LAW AND VENUE The laws of the State of Wisconsin shall govern the interpretation and construction of this Agreement. Winnebago County shall be the venue for all disputes arising under this Agreement. IN WITNESS WHEREOF, the City of Oshkosh, Wisconsin, has caused this contract to be sealed with its corporate seal and to be subscribed to by its City Manager and City Clerk and countersigned by the Comptroller of said City, and CONSULTANT hereunto set its hand and seal the day and year first above written. In the Presence of: CONTRACTOR Econo is - Id Community Development S. -,� i � � By: IIw �`�.4.∎ . (Seal of Contractor (Specify Title) if a Corporation.) CITY OF OSHKOSH / By: > �,—4K/e �`�/- A_ G 2�� LL/ ����1 ark A. Rohloff, City Manager itnes � 1 f �, aI / _ _ And: woo Lam.■ �\,i_ '.�j 1 fitness) Pamela R. Ubrig, City Cler- APPROVED: I hereby certify that the necessary provisions have been made to pay OA' ' the liability which will accrue under this contract A '-- -'�k A t A./ orney j r\0.-NC1 )C t rc City Comptroller 6 Economic and Community Development Solutions LLC Professional Services Proposal presented to City of Oshkosh Presented by: Brenda Hicks-Sorensen, CEcD Economic and Community Development Solutions LLC Email: ecdsolutions @charter.net Phone: 262-339-6515 March 28, 2014 ECONOMIC AND COMMUNITY DEVELOPMENT SOLUTIONS LLC PROFESSIONAL SERVICES PROPOSAL MARCH 28, 2014 Background The Oshkosh Common Council on Tuesday, March 25, 2014 authorized funding to staff an in-house economic development department. Funding will come from, in part, the reallocation of$100,000 formerly designated to the Oshkosh Chamber of Commerce and Chamco, the city's industrial development corporation. Councilors agreed to reallocate the funds to help cover salaries for a full-time economic development director, a part-time analyst and a full-time office assistant. The City of Oshkosh remains open to shifting resources responsibilities to a public-private partnership, such as the Greater Oshkosh Economic Development Coalition (GO EDC), the group working to unify the community's economic development efforts. Objectives The City of Oshkosh desires to move economic development efforts forward through the consolidation of existing efforts; the establishment/enhancement of business retention and expansion (BRE) efforts; establishment of a local revolving loan fund (RLF); and the potential establishment of a public-private partnership to provide economic development services in the City of Oshkosh and the immediate vicinity. Statement of Qualification Established in 2014, Economic and Community Development Solutions LLC (ECD Solutions) is a consulting firm owned by Brenda Hicks-Sorensen. The firm was started to provide leadership to progressive organizations or those undergoing a transition. Specialties include business attraction, existing business development, entrepreneurial assistance, targeted industry development, financial packaging, project management, management of economic development organizations, internal budgeting and fiscal management, staff development, and strategic planning. With over fifteen years of economic development experience, Brenda is uniquely qualified to provide leadership to economic development organizations. Brenda's experience ranges from local governmental leadership to leadership within local and state public/private partnerships. As a certified economic developer (CEcD), Brenda most recently served as the Vice President, Economic & Community Development for the Wisconsin Economic Development Corporation (WEDC), Wisconsin's lead economic development organization. Prior to joining WEDC, Brenda was the President of the Fond du Lac County Economic Development Corporation.(FCEDC) from 2006-2011. She had been with the FCEDC PAGE 2 ECONOMIC AND COMMUNITY DEVELOPMENT SOLUTIONS LLC PROFESSIONAL SERVICES PROPOSAL MARCH 28, 2014 since 2004 as Director of Client Services, Vice President, and Interim President. Prior to that, she was also the Economic Development Coordinator with Washington County. She has received several awards, including Outstanding Young Alumni from UW- Oshkosh (2010,) Outstanding New Economic Developer of the Year from the International Economic Development Council (2006), and was a recipient of the distinguished Presidents Award from the Site Selectors Guild in 2012. Brenda served on the Wisconsin Economic Development Association Board of Directors for six years, including as past President-Elect, and has served on various economic and workforce development Boards and Committees, including as President of the Northeast Wisconsin Regional Economic Partnership. Brenda has a B.S. in Sociology from UW-Oshkosh and an M.S. in Urban Studies with an emphasis in Public Policy and Economic Development from UW-Milwaukee. Brenda has been a certified economic developer since 2005. Scooe and Timeline ECD Solutions will provide staff support and act as the "Interim Director" to the Economic Development Division within the Community Development Department. ECD Solutions will guarantee 24 hours per week in order to accomplish the following scope of work: 1. Talent Attraction: ECD Solutions will work with the City of Oshkosh and other stakeholders to develop a recruitment package designed to attract top level talent for the Economic Development Director position and will also work with appropriate partners to develop the position description, job announcement, and other appropriate documents, as necessary. ECD Solutions will provide recommendations for appropriate resources to post the position and will utilize the extensive personal network to market the opportunity. ECD Solutions will also assist the City of Oshkosh with the application review, phone and in person interviews, and appropriate follow up tours, including the coordination of all such efforts. Timeline: It is anticipated that it will take approximately four (4) months to have an offer to a candidate. This includes 2 weeks for drafting, review, and approval of the recruitment package, position description, position posting, and other relevant materials; 4 weeks for the position to be posted; and 4 weeks to conduct initial phone screenings and subsequent in-person interviews. An additional 2 weeks is necessary for additional in-person interviews, tours of the community, and other related attraction activities. Target date: August 1, 2014 PAGE 3 ECONOMIC AND COMMUNITY DEVELOPMENT SOLUTIONS LLC PROFESSIONAL SERVICES PROPOSAL MARCH 28, 2014 2. Business Retention and Expansion: The Oshkosh Chamber of Commerce currently conducts a Business Retention and Expansion (BRE) effort in partnership with the Northeast Wisconsin Regional Economic Partnership (NEWREP). The Oshkosh Chamber of Commerce has indicated that they expect to continue such efforts. ECD Solutions will meet with Chamber staff to learn more about the process they currently undertake and will develop a recommendation for City of Oshkosh involvement and leadership in such efforts moving forward. This recommendation will include the identification of, and development of if necessary, appropriate tools and training for those conducing BRE efforts. Timeline: It is anticipated that it will take approximately three (3) months to conduct the appropriate fact finding efforts and establish a recommendation, develop tools, and provide training resources. Target date: July 1, 2014 3. Revolving Loan Fund: ECD Solutions will review existing revolving loan fund (RLF) manuals, if applicable, and recommend revisions. If no such manuals exist, ECD Solutions will develop the appropriate manuals and documents required for the implementation of the local RLF funded by the City of Oshkosh. Timeline: It is anticipated that it will take approximately two (2) months to develop a manual and appropriate documentation. Target date: June 1, 2014 4. Public-Private Partnership: ECD Solutions will meet with stakeholders to develop a plan to transition to a public-private partnership. ECD Solutions will convene and/or attend appropriate meetings so as to move the effort forward. ECD Solutions will also develop appropriate documents associated with the establishment of a public- private partnership including By-Laws and other appropriate organizational documents. ECD Solutions will not be responsible for the required legal documents associated with filing for not-for-profit status with the United States Internal Revenue Service (IRS). Timeline: It is anticipated that if will take approximately six (6) months to determine if a public-private partnership is feasible and develop appropriate organizational documents. Target date: October 1, 2014 5. Board Development and Staff Assistance: ECD Solutions will provide a training plan and required documents for all new Board of Directors associated with the public- private partnership. ECD Solutions will also assist the newly hired Director during the transition with training and other agreed upon activities. Timeline: It is anticipated that it will take approximately one (1) month to develop the appropriate documents associated with the Board Development. Staff PAGE 4 ECONOMIC AND COMMUNITY DEVELOPMENT SOLUTIONS LLC PROFESSIONAL SERVICES PROPOSAL MARCH 28, 2014 assistance will be determined once an individual is hired as the Director. Timeline: December 1, 2014 6. Meetings: ECD Solutions will participate in all appropriate meetings associated with the activities identified in items 1 through 5. The above timelines are estimated based upon ECD Solutions working a minimum of 24 hours per week: The timelines also assume willing partners and stakeholders and prompt reviews and approvals. All efforts will be made to accomplish the outlined scope of work more rapidly, should the process allow for such. COSH ECD Solutions will guarantee a minimum of 24 hours per week to be spent on the agreed upon scope of work. The total cost of such services will be $9,600.00 per month plus actual mileage to/from meetings calculated at the Federal reimbursement rate to/from 215 Church Avenue, Oshkosh, WI 54903-113. Travel to/from ECD Solutions' office and Oshkosh are at ECD Solutions' expense. Supplies and printing will be provided by the City of Oshkosh. ECD Solutions will provide a monthly invoice outlining specific activities and actual costs. PAGE 5