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HomeMy WebLinkAbout22. 14-485 OCTOBER 28, 2014 14-485 RESOLUTION (CARRIED__7-0_____LOST_______LAID OVER_______WITHDRAWN_______) PURPOSE: APPROVE REVISED INTERGOVERNMENTAL AGREEMENT WITH EAST CENTRAL WISCONSIN REGIONAL PLANNING COMMISSION FOR DEPARTMENT OF DEFENSE OFFICE OF ECONOMIC ADJUSTMENT GRANT FUNDS FOR REGIONAL AVIATION/AEROSPACE BUSINESS CLUSTER AND AVIATION BUSINESS PARK DEVELOPMENT INITIATED BY: COMMUNITY DEVELOPMENT WHEREAS, the City of Oshkosh previously entered into an Intergovernmental Agreement with East Central Wisconsin Regional Planning Commission (ECWRPC) to receive a grant from the Department of Defense Office of Economic Adjustment (DoD- OEA) to explore ways to respond to layoffs in the region and better diversify the regional economy; and WHEREAS, the Scope of Work for said grant included a subaward to the City of Oshkosh to prepare an Aviation/Aerospace Business Cluster Study and Aviation Business Park Development in cooperation with other regional partners; and WHEREAS, ECWRPC has been awarded additional funds from DOD-OEA and ECWRPC has awarded the City additional funds to include Fond du Lac and Outagamie County Regional Airports in the Aviation/Aerospace Business Cluster Study; and WHEREAS, a revised Intergovernmental Agreement between ECWRPC and the City must be approved for the City to receive the additional DoD-OEA grant funds from East Central to cover the cost of the extended Aviation Business Cluster Study area. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the proper City officials are hereby authorized to enter into a revised intergovernmental agreement with East Central Wisconsin Regional Planning Commission, in substantially the same form as attached hereto, any changes in the execution copy being approved by their respective signatures, and take those steps necessary to implement said agreement. � O1HKOlH on n�e w��+ TO: Honorable Mayor and Members of the Common Council FROM: Alien Davis, Community Development Director DATE: October 23, 2014 RE: Res 14-485 Approve Revised Intergovernmental Agreement with East Central Wisconsin Regional Planning Commission for Department of Defense Office of Economic Adjustment Grant Funds for Regional Aviation /Aerospace Business Cluster Res 14-486 Approve Intergovernmental Agreement with Fond du Lac County Regional Airport to Undertake a Regional Aviation/ Aerospace Business Cluster Development; Accept $3,000 Contribution Res 14-487 Approve Intergovernmental Agreement with Outagamie County Regional Airport to Undertake a Regional Aviation/ Aerospace Business Cluster Development; Accept $3,000 Contribution Res 14-488 Approve Amendment to Professional Service Agreement with Explorer Solutions Inc. to Undertake Aerospace Cluster Study for Aviation Business Park ($60,000) Res 14-489 Approve Professional Service Agreement with Elizabeth � Hartman to use Department of Defense Grant Funds to create a Development Manual, Restrictive Covenants & Lease Purchase Agreements Relating to Aviation Business Park Development ($30,020) BACKGROUND The Department of Defense (DoD) Office of Economic Adjustment (OEA) identified the Oshkosh region as a region affected by a reduction in DoD purchasing. That reduction then resulted in layoffs at Oshkosh Corporation in 2013. DoD's staff at OEA contacted East Central Wisconsin Regional Planning Commission (ECWRPC) to explore ways to assist the region respond to the layoffs and better diversify the regional economy. ECWRPC then contacted the many regional Economic Development partners, including the City of Oshkosh, and convened a meeting with DoD and ECWRPC to develop projects that could address these economic issues expected to be caused by the decreases in defense spending in the region. ECWRPC and its Economic Development partners developed a list of possible projects for grant funding through DoD — OEA. The DoD OEA office selected 6 projects that they thought best addressed the reduction of DoD-related employment. One of the projects proposed was the next step in the development of an Aerospace/Aviation cluster identified in the Targeted Industry Study. City staff worked with Chamco and the other Economic Development partners on a project that would directly benefit the City by helping develop and fill the newly created Oshkosh Aviation Business Park. Since that time, DoD has added additional funding to include Outagamie and Fond du Lac County Airports to the Aerospace/Aviation Cluster study. The attached revised Intergovernmental Agreement would serve as the mechanism for the City to receive an additional $90,020 in grant funds from ECWRPC for the Aviation project. Two additional agreements with Outagamie County and Fond du Lac County would fund the 10% matching funds necessary for the DoD funding. The additional County airports will be paying for the City's 10% grant match in staff time. The next agreement relates to the contract amendment to increase the City contract amount with the aviation consultant, Explorer Solutions. The $60,000 in DoD grant funds will incorporate both Outagamie and Fond du Lac airports to the Aviation Cluster study. One new element of the DoD assistance to the Oshkosh Aviation Business Park development is the DoD's interest in helping create a Business Development Manual, a new set of Restrictive Covenants, and standard lease agreements for the Oshkosh Aviation Business Park. The $30,020 in DoD grant funds would be used to contract with Elizabeth Hartman to create and deliver all the documents necessary for the physical development of the private investments in the Oshkosh Aviation Business Park. ANALYSIS The DoD and ECWRPC have a grant agreement (with ECWRPC as the grant awardee) that works as a master agreement for 6 projects that will be undertaken as part of the DoD grant. The Aviation Study and Aviation Business Park is one of those projects. ECWRPC has drafted the attached revised Intergovernmental Agreement so that it can serve as a pass- through of the additional $90,020 in grant funds to the City. This agreement also passes to the City the responsibility for perForming the elements of Aviation Study and Aviation Business Park. The two partner airports are providing $3,000 each in matching funds for the Aviation Study that will fund staff time from City. No City funds are required for the DoD's requirement for matching grant funds. Construction of the infrastructure in the Aviation Business Park should be completed by October 31, 2015. The Business Development Manual, Restrictive Covenants, and Lease Agreements will be completed by June 30, 2015. The Aviation Study project will be completed by July 31, 2015. The DoD grant will terminate in December, 2015. The result of these actions will create a regional, complementary aviation cluster approach for all three airports, and create the legal documents to guide private development in the Oshkosh Aviation Business Park. The project is an example of collaboration in economic development that will help diversify our economy and provide more job opportunities to residents, and more business development opportunities to existing employers. RECOMMENDATION Approval of Intergovernmental Agreement with East Central Wisconsin Regional Planning Commission for Department of Defense Office of Economic Adjustment Grant Funds for Regional Aviation/Aerospace Business Cluster Development & Planning Assistance Activities and 4 additional agreements — Outagamie County and Fond du Lac County, Explorer Solutions, and Elizabeth Hartman. FISCAL IMPACT No direct fiscal impact, matching grant funds will be provided in staff time and from Outagamie County and Fond du Lac County. Approved, � �---�� ������-' City Manager East Central Wisconsin Regional Planning Commission Intergovernmental Agreement with: City of Oshkosh For: Aviation Cluster Study October, 2014 ECWRPC Intergovernmental Agreement: City of Oshkosh October 20, 2014 City of Oshkosh 215 Church Ave. Oshkosh, WI 54901 SUBJECT:This INTERGOVERMENTAL AGREEMENT supersedes the INTERGOVERNMENTAL AGREEMENT dated March 28th, 2014 between East Central WI Regional Planning Commission (COMMISSION)and the City of Oshkosh (SUB RECIPIENT) EC INTERGOVERNMENTAL AGREEMENT Number: 1550-2014-004 Authorized Amount: $331,257 The total cost of this authorization will not exceed the amounts listed for each project unless the COMMISSION issues a revised authorization letter to the Sub Recipient. This and subsequent authorizations may not exceed the INTERGOVERNMENTAL AGREEMENT upper (imit. The SUB RECIPIENT must include the EC Project Number on invoices submitted to the COMMISSION for payment. A copy of the executed INTERGOVERNMENTAL AGREEMENT is enclosed. If you have any questions concerning the INTERGOVERNMENTAL AGREEMENT, please contact Katherine Ahlquist at (920) 751-4770. Eric Fowle, AICP Executive Director Cc: Katherine Ahlquist, Economic Development Planner Pam Scheibe-Johnson, Controller Enclosure ECWRPC Intergovernmental Agreement: City of Oshkosh I. Table of Contents IntergovernmentalAgreement ............................................................................. 4 Appendix A: Scope of Services .............................................................................. 8 Appendix B: East Central Wisconsin Regional Planning Commission—Shortform for Federally Funded Contracts Boiler Plate...............................................................11 Appendix C: Office of Economic Adjustment Certification Regarding Lobbying .....20 Appendix D: Grant Agreement for Oshkosh Region FAIN HQ00051410004............22 AppendixE: Budget Justification..........................................................................45 ECWRPC Intergovernmental Agreement: City of Oshkosh �!�' INTERGOVERNMENTALAGREEMENT BETWEEN EAST CENTRAL WISCONSIN REGIONAL PLANNING COMMISSION (COMMISSION) AND CITY OF OSHKOSH (SUB RECIPIENT) FOR PROJECT NUMBER: 1550-2014-004 Program: CFDA 12.611 (Not Research & Development) City of Oshkosh DUNS: 048029839 This INTERGOVERNMENTAL AGREEMENT made and entered into by and between East Central Wisconsin Regional Planning Commission (COMMISSION) and City of Oshkosh (SUB RECIPIENT), provides for those services described in detail herein and is for the purpose of: Identification of a project advisory group to manage the project and hiring a consultant to create an "Airport Strategic Positioning Initiative" to improve and accelerate economic development at airports and develop strategy to create an airpark and aerospace-related industrial park as well as develop an aviation/aerospace cluster in the region as part of the broader Oshkosh Region Defense Industry Diversification Initiative (ORDIDI). The project includes the Wittman Regional Airport, Fond du Lac County Airport and Outagamie County Airport, and will serve to complement ongoing efforts to address the long term diversification of industry in the ORDIDI impact area. The Aviation Cluster Study element of the ORDIDI project is intended to, 1J research innovative sector development initiatives and develop solutions for the region, identify existing and future sector trends, capacity and workforce development needs via industry engagement and design niche projects; and 2) build on information developed under the Defense Industry Supply Chain Initiative (DISC), identify supplier companies impacted by reduced production at the Oshkosh Corporation that could benefit from these new markets and develop strategy to meer the aviation /aerospace market needs identified. Appendix A outlines the complete scope of services. The COMMISSION deems it advisable to engage the SUB RECIPIENT to provide certain services and has authority to enter into an INTERGOVERNMENTAL AGREEMENT for these services under Article 7, Section 1 of East Central's bylaws and its supplemental Competitive Bid Policy (2010). RECITALS WHEREAS,the East Central Wisconsin Regional Planning Commission (ECWRPC) has entered into a grant agreement with the Department of Defense Office of Economic Adjustment (DoD-OEA) in which the DoD-OEA will provide program funds to support various initiatives in the City of Oshkosh and surrounding region to respond to defense ECWRPC Intergovernmental Agreement: City of Oshkosh �� layoffs announced by Oshkosh Corporation, a large employer in the region (the Grant Agreement is attached as Appendix D and incorporated by reference); WHEREAS,the Grant Agreement includes a subaward to the City to undertake a Regional Aviation/Aerospace Business Cluster Development & Planning Assistance project (Project) as set forth in the Scope of Services attached as Appendix A and incorporated by reference; WHEREAS, ECWRPC is required, prior to distributing any DoD-OEA program funds to the City for any eligible activity funded by the ECWRPC in the subaward,to execute a written Intergovernmental Agreement with the City which was accomplished on March 28tn, 2014; WHEREAS, it is necessary to reaffirm action taken under the Intergovernmental Agreement and to incorporate additional services not include in the original Intergovernmental Agreement; and WHEREAS,the Intergovernmental Agreement must be in effect during any period in which the City has control over poD-OEA program funds, including any program income. NOW,THEREFORE, in consideration of the foregoing, and subject to any conditions contained herein, the ECWRPC and the City agree as follows: AGREEMENT 1. The term of this Agreement is coterminous with the grant period of October 1,2013 to December 31, 2015, as set forth in the Grant Agreement for the Oshkosh Region FAIN HQ00051410004,and as may be extended from time to time by mutual agreement of the parties. 2. The City shall take responsibility for the Scope of Services for the Project as set forth in Appendix A.The City shall also take responsibility of monitoring progress of contractors and acceptance of deliverables pertaining to the services identified in Appendix A.Approval of invoices to contractors demonstrates the City's acceptance of deliverables, if appropriate. 3. The City shall provide the 10% required local match on the Project which shall consist of in- kind staff oversight of the Project as set forth in the budget justification for the Project attached as Appendix E and incorporated by reference. Such in-kind staff match shall be provided by Chamco, Inc.,an economic development organization with which the City has a pre-existing contractual relationship. The in-kind staff services have been added to scope of the services Chamco will provide per a pre-existing contract between Chamco and the City during the grant period. The procurement of these professional services from Chamco was done in accordance with the City's procurement rules. ECWRPC Intergovernmental Agreement: City of Oshkosh y 4. The City shall comply with procurement rules set forth in Part 32 of title 32,Code of Federal Regulations when hiring the consultant referenced in the Project Scope of Work to undertake the Aerospace Cluster Study. 5. The City shall provide ECWRPC information required to submit SF 270"Request for Reimbursement" (Request),which includes detail for both federal and in-kind funds, in order to reimburse the City for costs incurred in connection with the Project. ECWRPC shall submit Requests to reimburse the City to DoD-OEA and disburse funds received from DoD- OEA in connection with any Request in a timely fashion. 6. The City agrees to comply with OMB Circular A-133, "Audits of States, Local Governments, and Non-Profit Organizations" and the Single Audit Act, 31 U.S.C. §7502(h). Submission of the City's Single Audit to ECWRPC is required in a timely manner. 7. The City shall undertake all necessary actions, as determined by ECWRPC,and as authorized by Federal,State and Local laws,to carry out the requirements of the DoD-OEA grant and comply with all applicable laws. 8. The City will permit ECWRPC and its auditors to have access to the records and financial statements as necessary to ascertain compliance with OMB Circular A-133. The SUB RECIPIENT will be reimbursed by the COMMISSION for services provided under this INTERGOVERNMENTAL AGREEMENT on the following actual cost basis: a) An ACTUAL COST up to 331257(including$30,237 or 10%of the actual cost will be provided from City of Oshkosh as in-kind services) paid in quarterlv installments for work completed between April l,2014 and December3l,2015(see Appendix 8, Section 111� Item 9for a complete payment schedule)until the$331,257 is expended. b) The}inal invoice can be submitted once the final services and materials have been submitted to the COMMISSION and both parties are in agreement that the final products have been completed. c) The SUB RECIPIENT services will be completed by December 31,2015,with various phases completed within the timeframes identified in the Scope of Services (Appendix A). Compensation by the COMMISSION for all services provided by the SUB RECIPIENT under the terms of this INTERGOVERNMENTAL AGREEMENT is on an ACTUAL COST basis and shall not exceed$301,020 in total. The SUB RECIPIENT signifies its willingness to provide the desired services. ECWRPC Intergovernmental Agreement: City of Oshkosh The SUB RECIPIENT Representative and billing contact is Mark Rohloff, City Manager for the City of Oshkosh whose work address/e-mail address and telephone number is: City of Oshkosh 215 Church Ave. Oshkosh,WI 54901 Phone: (920)236-5000 E-mail: mrohloff@ci.oshkosh.wi.us The COMMISSION Representative is Katherine Ahlquist,whose work address/e-mail address and telephone number is: East Central Wisconsin Regional Planning Commission 400 Ahnaip Street, Suite 100 Menasha,WI 54952 Phone: (920)751-4770 ext. 6828 E-mail: kahlquist@ecwrpc.org The parties agree to all of the provisions which are annexed and made a part of the INTERGOVERNMENTAL AGREEMENT consisting of forty-seven (47) pages including Appendix A (Scope of Services),Appendix B (East Central's Shortform for Federally Funded Contracts) Appendix C (Office of Economic Adjustment Certification Regarding Lobbying),Appendix D (Grant Agreement for Oshkosh Region FAIN HQ00051410004)and Appendix E (Budget Justification). For the SUB RECIPIENT For the COMMISSION Mark Rohloff, City Manager Eric Fowle,AICP City of Oshkosh Executive Director Date: Date: Allen Davis, Community Development Director City of Oshkosh Date: Pamela R. Ubrig,City Clerk City of Oshkosh Date: Lynn A. Lorenson,City Attorney ' City of Oshkosh Date: ECWRPC Intergovernmental Agreement: City of Oshkosh ; �, APPENDIX A: SCOPE OF SERVICES FOR PROJECT NUMBER: 1550-2014-004 ECWRPC Intergovernmental Agreement: City of Oshkosh " East Central Wisconsin Regional Planning Commission Oshkosh Region Defense Industry Diversification Initiative (ORDIDI) City of Oshkosh Proposal to Provide: Aviation Cluster Study (October, 2014) City of Oshkosh 215 Church Ave. Oshkosh, WI 54901 (920) 236-5000 mrohloff e,ci.oshkosh.wi.us Purqose: To create an "Airport Strategic Positioning Initiative"to improve and accelerate economic development at the Wittman Regional Airport, Fond du Lac County Airport and Outagamie County Airport and develop strategy to create an airpark and aerospace-related industrial park as well as develop an aviation/aerospace cluster in the region as part of the broader Oshkosh Region Defense Industry Diversification Initiative (ORDIDI). Aviation Cluster Study Scope of Services 'Task 1 Create a steerirtg committee of March, 2014 $23,379 ' ' manufacfurers and strategic partners to =Dec, 2015 uide the RFP rocess Task 1.1 —Sub Committee members March, 2014 Task 1.2—Communications set for March, 2014 committee Task 1.3—Schedule meetings, agenda March, 2014 — Dec, 2015 Task 1.4—Ongoing support of the committee April, 2014 — Dec, 2015 Task 1.5—Ongoing stakeholder/community April, 2014 — participation Dec, 2015 Deliverables: Committee meetings and materials Task`2 Manage'project and grant administration April, 2014-- $6,927 '; Dec, 2015 Task 2.1 — Grant reporting to ECWRPC April, 2014 — Dec, 2015 Task 2.2 — Reporting of final deliverables to Dec, 2015 ECWRPC ECWRPC Intergovernmental Agreement: City of Oshkosh � ' Deliverables: Quarterly reporting &final grant deliverables 'Task 3 Hire consultant to create an "Airport March, 2014 $244,200 ' Strate ic Pasitionin Initiative" —Au ;2015 ' Task 3.1 —Committee RFP review and March, 2014 selection of consultant Task 3.2 —Ongoing oversight of the Aviation April, 2014— Cluster Study, Phases 1 8� 2 Aug, 2015 Deliverables: Preliminary study results and final study Task 4 Distribute/promote study reeommendations July, 2014— ' $2&,731 Dec, 2015 Task 4.1 — Oversee report generation July, 2014— Dec, 2015 Task 4.2— Deliver final reports and July, 2014— presentations Dec, 2015 Deliverables: Final study, presentations Task'5 Development Manual for Aviatian Business Jan, Z015-- ' $15,000 Par[c June, 2015 Task 5.1 — Gather aviation company needs Jan, 2015— June, 2015 Task 5.2—Identify development requirements Jan, 2015— June, 2015 Deliverables: Aviation Business Park Manual Task 6 Develop Restrictive Covenants'far Aviation' J�n, 2015— ' $15,020 Business Park f Lease A reement June, 2Q15 Task 6.1 —Gather County/FAA requirements Jan, 2015— June, 2015 Task 6.2— Develop covenants in concert Jan, 2015— with Aviation Steering Committee June, 2015 Deliverables: Covenants for Aviation Business Park Standard Lease Agreement Total Pro'ect Cost ;, $331,257 ECWRPC Intergovernmental Agreement: City of Oshkosh ���� APPENDIX B: EAST CENTRAL WISCONSIN REGIONAL PLANNING COMMISSION SHORTFORM FOR FEDERALLY FUNDED CONTRACTS ECWRPC Intergovernmental Agreement: City of Oshkosh II. Table of Contents I. Scope of Services............................................................................13 II. Prosecution and Progress...............................................................13 A. General 13 8. Delays and Extensions 13 C. Termination 14 D. Sublettinq orAssignment of Intergovernmental Agreement 14 III. Basis of Payment.............................................................................15 IV. Contingent Fees............................................................................166 V. Legal Relations................................................................................17 VI. Nondiscrimination in Employment...............................................177 VII. Equa) Employment Opportunity...................................................177 vlll. Conflict of Interest........................................................................188 IX. Insurance Requirements.................................................................19 ECWRPC Intergovernmental Agreement: City of Oshkosh " - I. Scope of Services 1. The services under this INTERGOVERNMENTAL AGREEMENT shall consist of performing all work necessary or incidental to accomplish this PROIECT as defined in Appendix A. 2. The SUB RECIPIENT shall furnish all services and labor necessary to conduct and complete the services, and shall furnish all materials,equipment,supplies, and incidentals other than those designated to be furnished by the COMMISSION. 3. The services shall comply with applicable state and federal laws and regulations consistent with the funding for this PROJECT. 4. The SUB RECIPIENT shall from time to time during the progress of the services confer with the COMMISSION and shall prepare and present such information, studies, and reports as may be necessary or as may be requested by the COMMISSION to enable it to reasonably pass judgment on the features of the services. 5. Meetings may be scheduled at the request of the SUB RECIPIENT or the COMMISSION for the purpose of discussing and reviewing the services under this INTERGOVERNMENTAL AGREEMENT. Meeting schedules are to be coordinated with COMMISSION Representative. II. Prosecution and Progress A. General 1. Services under this INTERGOVERNMENTAL AGREEMENT shall commence upon written order from the COMMISSION to the SUB RECIPIENT,which order will constitute authorization to proceed. 2. The SUB RECIPIENT shall complete the services under this INTERGOVERNMENTAL AGREEMENT within the time for completion specified. Services by the SUB RECIPIENT shall proceed continuously and expeditiously. The time for completion shall not be extended because of any delay attributable to the SUB RECIPIENT but may be extended by the COMMISSION in the event of a delay attributable to the COMMISSION or because of unavoidable delays caused by an act of God,war,governmental actions or other conditions beyond the control ofthe SUB RECIPIENT. 3. The SUB RECIPIENT shall notify the COMMISSION in writing when the services have been completed. Upon the COMMISSION's subsequent determination that the services have satisfactorily been completed,the COMMISSION will provide written notification to the SUB RECIPIENT acknowledging the formal acceptance of the completed services. e. Delays and Extensions 1. Delays in completing the services within the time provided for completion for reasons not attributable to the SUB RECIPIENT may constitute justification for additional compensation to the extent of documentable increases in costs as a resutt thereof. Failure of the SUB RECIPIENT to submit a formal written request for a time extension and additional compensation prior to the expiration of the ECWRPC Intergovernmental Agreement: City of Oshkosh + INTERGOVERNMENTAL AGREEMENT time shall constitute a basis for denying any cost adjustments for reasons of delay. 2. Delays grossly affecting the completion of the services attributable or caused by one of the parties hereto shall be considered as cause for the termination of the INTERGOVERNMENTAL AGREEMENT by the other party. 3. A request for extension of the INTERGOVERNMENTAL AGREEMENT by the SUB RECIPIENT must be submitted to the COMMISSION prior to October 31, 2015, which is 60 days before the original INTERGOVERNMENTAL AGREEMENT completion date of December 31,2015. 4. Time is of the essence with regard to the delivery of all services under this INTERGOVERNMENTAL AGREEMENT. C. Termination 1. The COMMISSION reserves the right to terminate all or part of this INTERGOVERNMENTAL AGREEMENT at any time upon not less than ten days' written notices to the SUB RECIPIENT. 2. In the event the INTERGOVERNMENTAL AGREEMENT is terminated by the COMMISSION without fault on the part of the SUB RECIPIENT, or by the SUB RECIPIENT under II.B(2) above,the SUB RECIPIENT shall be paid for the services rendered, an amount bearing the same ratio to the total INTERGOVERNMENTAL AGREEMENT prices as the amount of services completed or partially completed and delivered to the COMMISSION bears the total amount of services provided for herein, as determined by mutual agreement between the COMMISSION and the SUB RECIPIENT as the INTERGOVERNMENTAL AGREEMENT amendment. 3. In the event the services of the SUB RECIPIENT are terminated by the COMMISSION for fault on the part of the SUB RECIPIENT,the SUB RECIPIENT shall be paid a reasonable value of the services rendered and delivered to the COMMISSION up to the time of termination.The value of the services will be determined by the COMMISSION. D. Subletting or Assignment of Intergovernmental Agreement 1. The COMMISSION acknowledges that a subcontract has been entered into between the SUB RECIPIENT and Explorer Solutions as well as between the SUB RECIPIENT and Elizabeth Hartman. 2. The SUB RECIPIENT shall not sublet or assign any part of this INTERGOVERNMENTAL AGREEMENTwithout prior written approval of the COMMISSION unless previously authorized as part of the approved scope of services contained in Appendix A. 3. Consent to assign, sublet, or otherwise dispose of any portion of the INTERGOVERNMENTAL AGREEMENT shall not be construed to relieve the SUB RECIPIENT of any responsibility for the fulfillment of the INTERGOVERNMENTAL AGREEMENT. 4. When the SUB RECIPIENT subcontracts a portion of the services,the subcontract shall provide for the performance of the services to the full scope as contemplated in this INTERGOVERNMENTAL AGREEMENT and to the same standards and concept as if performed by the SUB RECIPIENT. ECWRPC Intergovernmental Agreement: City of Oshkosh '� 5. No subcontracting and assignment of any services under this INTERGOVERNMENTAL AGREEMENT shall state, imply, intend,or be construed to limit the legal liability of the SUB RECIPIENT or the sub- contract. III. Basis of Payment 1. The SUB RECIPIENT will be paid by the COMMISSION for the completed and approved services rendered under this INTERGOVERNMENTAL AGREEMENT on the basis and at the INTERGOVERNMENTAL AGREEMENT price set forth elsewhere in this INTERGOVERNMENTAL AGREEMENT. Such payment shall be full compensation for services rendered and for all labor, materials and supplies, equipment, and incidentals necessary to complete the services. Compensation in excess of the total INTERGOVERNMENTAL AGREEMENT amount will not be allowed unless justified and authorized by an approved written INTERGOVERNMENTAL AGREEMENT amendment. Compensation for improper performance by the SUB RECIPIENTwill not be allowed. No payment shall be construed as COMMISSION acceptance of unsatisfactory or defective services or improper materials. 2. Reimbursement for costs will be limited to those which are allowable under 48 CFR 1-31.2, Federal Acquisition Regulation, and by COMMISSION policy. 3. The SUB RECIPIENT shall submit invoices in the format specified in the INTERGOVERNMENTAL AGREEMENT(pages 4-7), quarterly during the progress of the services,for partial payment for the authorized services completed to date. The final invoice shall be submitted to the COMMISSION within 30 days of completion of the services. Final payment of any balance due the SUB RECIPIENT will be made within 60 days upon its verification by the COMMISSION, upon completion ofthe required services, and upon receipt of documents or materials required to be returned or furnished to the COMMISSION. Should this INTERGOVERNMENTAL AGREEMENT include more than one PROJECT, separate invoices shall be submitted for each individual PROJ ECT. 4. The COMMISSION has the equitable right to set off against any sum due and payable to the SUB RECIPIENT under this INTERGOVERNMENTAL AGREEMENT, any amount the COMMISSION determines the SUB RECIPIENT owes the COMMISSION,whether arising under this INTERGOVERNMENTALAGREEMENT or under any other INTERGOVERNMENTAL AGREEMENT or otherwise. 5. The SUB RECIPIENT and any sub-consultants shall maintain all documents and evidence pertaining to costs incurred under this INTERGOVERNMENTAL AGREEMENT for inspection by the COMMISSION and the COMMISSION's audit team, Department of Defense-Office of Economic Adjustment during normal business hours in respective offices for a period of three years following the final INTERGOVERNMENTAL AGREEMENT payment. 6. If, in the SUB RECIPIENT's opinion, orders or instructions given by the COMMISSION would require the discarding or redoing of services which were based upon earlier direction or approvals, or instruction given by the COMMISSION would involve services not within the scope of services,the SUB RECIPIENT must notify the COMMISSION in writing if it desired extra compensation or a time extension.The COMMISSION will review the SUB RECIPIENT's submittal and if acceptable, approve an INTERGOVERNMENTAL AGREEMENT amendment. ECWRPC Intergovernmental Agreement: City of Oshkosh � 7. The SUB RECIPIENT shall pay subcontracts within ten (10) days of receipt of a payment from the COMMISSION for services performed within the scope of this INTERGOVERNMENTALAGREEMENT. 8. The SUB RECIPIENT and sub-consultants shall submit a SUB RECIPIENT Financial Report using the format(See Item III,Section 11) provided by the COMMISSION for each invoice submitted by the SUB RECIPIENT for payment. 9. Schedule for payment: Month Work Estimated Invoice Estimated Amount Estimated Pavment was Completed Date Date April, 2014- July 10, 2014 $34,537.50 Sept 10, 2014 June, 2014 July, 2014-Sept, Oct 10, 2014 34,537.50 Dec 10, 2014 2014 Oct,2014- Dec, Jan 10, 2015 46,389.U0 March 10, 2015 2014 1an, 2015- April 10, 2015 46,389.00 lune 10, 2015 March, 2015 April, 2015- July 10, 2015 46,389.00 Sept 10, 2015 June, 2015 July, 2015-Sept, Oct 10, 2015 46,389.00 Dec 10, 2015 2015 Oct, 2015- Dec, Jan 10, 2016 46,389.00 March 10, 2016 2015 Total=$301,020 10. All invoices are payable bythe COMMISSION within sixty(60) days, unless otherwise negotiated. 11. The SUB RECIPIENT and sub-consultants shall submit a SUB RECIPIENT Financial Report using the format provided by the COMMISSION for each invoice submitted by the SUB RECIPIENT for payment. a. Letterhead expressing the balance due b. Invoice c. Progress Report: Summary of services provided and progress through the projected timeline. 12. All invoices for payment shall be submitted to: Katherine Ahlquist, Economic Development Planner East Central WI Regional Planning Commission 400 Ahnaip Street, Suite 100 Menasha, WI 54952 IV. Contingent Fees 1. The SUB RECIPIENT warrants that it has not employed or retained any company or person (other than identified in Appendix A,Scope of Services) other than a bona fide employee working solely for the SUB RECIPIENT,to solicit or secure this INTERGOVERNMENTAL AGREEMENT, and that the SUB RECIPIENT has not paid or agreed to pay any company or person,other than a bona fide employee working solely for the SUB RECIPIENT, any fee, ECWRPC Intergovernmental Agreement: City of Oshkosh ° commission, percentage, brokerage fee,gift or any other consideration, contingent upon or resulting from the award or making of this INTERGOVERNMENTAL AGREEMENT. For breach or violation of this warranty the COMMISSION shall have the right to terminate this INTERGOVERNMENTAL AGREEMENT without liability, or in its discretion to deduct from the agreement price or consideration, otherwise recover,the full amount of such fee, commission, percentage, brokerage fee,gift or contingent fee. V. Legal Relations 1. The SUB RECIPIENT shall become familiar with,and shall at all times observe and comply with all applicable federal,state,and local laws, ordinances, and regulations. 2. In carrying out the provisions of this INTERGOVERNMENTAL AGREEMENT, or in exercising any power or authority granted to the COMMISSION, or Department of Defense-Office of Economic Adjustment thereby,there shall be no personal (iability upon the authorized representatives of the COMMISSION, Department of Defense-Office of Economic Adjustment, it being understood that in such matters they act as agents and representatives of these agencies. 3. The SUB RECIPIENT shall be responsible for any and all damages to property or persons arising out of negligent act,error and/or omission in the SUB RECIPIENT's performance of the services under this INTERGOVERNMENTAL AGREEMENT. 4. The SUB RECIPIENT shall indemnify and hold harmless the COMMISSION, Department of Defense-Office of Economic Adjustment and all of their officers, agendas, and employees on account of any damages to persons or property resulting from negligence of the SUB RECIPIENT or for noncompliance with any applicable federal, state,or local laws. VI. Nondiscrimination in Employment 1. In connection with the performance of services under this INTERGOVERNMENTAL AGREEMENT,the SUB RECIPIENT agrees not to discriminate against any employee or applicant for employment because of age, race, handicap, sex, physical condition, development disability as defined in sec.51.01(5)Wis.Stats.,sexual orientation as defined in sec. 111.32(13m) Wis.Stats., or national origin.This provision includes, but is not limited to, employment, upgrading, demotion,transfer, recruitment, recruitment advertising, layoff,termination, rates of pay,other forms of compensation, selection for training including apprenticeship. 2. Except with respect to sexual orientation,the SUB RECIPIENT agrees to take affirmative action to ensure equal employment opportunities.The SUB RECIPIENT agrees to post in conspicuous places, available for employees and applicants, notices setting forth the provisions of the nondiscrimination clause VII. Equal Employment Opportunity 1. The SUB RECIPIENT will, in all solicitations or advertisements for employees placed by or on behalf of the SUB RECIPIENT, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex,or national origin. ECWRPC Intergovernmental Agreement: City of Oshkosh ; 2. The COMMISSION and SUB RECIPIENT assures that no person shall on the grounds of race,color, national origin, or sex as provided by Title VI of the Civil Rights Act of 1964, and the Civil Rights Restoration Act of 1987 (P.L. 100.259) be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity.The COMMISSION and SUB RECIPIENT further assure every effort will be made to ensure non- discrimination in all of its programs and activities,whether those programs and activities are federally funded or not. The Civil Rights Restoration Act of 1987 broadened the scope of Title VI coverage by expanding the definition of terms"programs or activities" to include all programs or activities of Federal Aid recipients, sub-recipients, and contracts/consultants,whether such programs and activities are federal assisted or not(Public Law 100259 [5.557] March 22, 1988.). In the event that SUB RECIPIENT distributes federal aid funds to an additional sub-contractor,the SUB RECIPIENT will include Title VI language in all written agreements and will monitor the additional sub-contractor for compliance.The COMMISSION has an authorized Title VI Coordinator with the authority and responsibility for initiating and monitoring Title VI activities, preparing reports and other responsibilities as required by 23 Code of Federal Regulations(CFR) 200 and 49 Code of Federal Regulation 21. 3. The SUB RECIPIENT will comply with all provisions of Executive Order 11246, "Equal Opportunity" as amended by Executive Order 11375,and as supplemented in the Department of Labor regulations(41 CFR Part 60). 4. The SUB RECIPIENT will furnish all information and reports required by Executive Order 11246 and by rules, regulations, and orders of the Secretary of Labor,or pursuant thereto,and will permit access to its books, records, and accounts by the COMMISSION, Department of Defense-Office of Economic Adjustment, and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations,and orders. 5. The SUB RECIPIENT will include the provisions of this section, "Equal Employment Opportunity" in every subcontract. VIII. Conflict of Interest 1. The SUB RECIPIENT warrants that neither it nor any of its affiliates has any financial or personal interest that would conflict in any manner with the performance of the Services under this INTERGOVERNMENTAL AGREEMENT, and that neither it nor any of its affiliates will acquire directly or indirectly any such interest. 2. The SUB RECIPIENT warrants that it will not employ for any services included under the provisions of this INTERGOVERNMENTAL AGREEMENT any person who is employed by the COMMISSION at the time of execution or during the life of this INTERGOVERNMENTAL AGREEMENT without prior written approval from the COMMISSION. 3. The SUB RECIPIENT warrants that it will immediately notify the COMMISSION if an actual or potential conflict of interest arises or becomes known to the SUB RECIPIENT. Upon receipt of such notification,the COMMISSION will review and written approval is required for the SUB RECIPIENT to continue to perform work under this INTERGOVERNMENTAL AGREEMENT. ECWRPC Intergovernmental Agreement: City of Oshkosh �+� IX. Insurance Requirements 1. The SUB RECIPIENT shall procure and maintain for the life of the INTERGOVERNMENTAL AGREEMENT the following types and amounts of insurance from an insurance company(ies)authorized to do business in the State of Wisconsin. 1.Comprehensive General Liability-$1,000,000 combined single limits per occurrence. 2.Auto Liability-$300,000 combined single limits per occurrence. 3.Worker's Compensation—coverage satisfying statutory provisions of Chapter 102, Wis.Stats.; not less than$100,000 employer's liability. ECWRPC Intergovernmental Agreement: City of Oshkosh i APPENDIX C: OFFICE OF ECONOMIC ADJUSTMENT CERTIFICATION REGARDING LOBBYING ECWRPC Intergovernmental Agreement: City of Oshkosh � � Office of Economic Adjustment CERTIFICATION REGARDING LOBBYING Certification for contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and CONTRACTs under grants, loans, and cooperative agreements) and that all subcontractors shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. For the SUB RECIPIENT For the COMMISSION By: By: Mark Rohloff, City Manager Eric Fowle,AICP City of Oshkosh Executive Director Date: Date: ECWRPC Intergovernmental Agreement: City of Oshkosh t � � APPENDIX D: GRANT AGREEMENT FOR OSHKOSH REGION FAIN HQ00051410004 PROJECT NUMBER: 1550-2014-004 ECWRPC Intergovernmental Agreement: City of Oshkosh !f11;, APPENDIX E: BUDGET JUSTIFICATION PROJECT NUMBER: 1550-2014-004 ECWRPC Intergovernmental Agreement: City of Oshkosh e � Budget Justification (Original Award) GRANT PERIOD: Start: 1 October, 2013 End: 31 January, 2015 Aerospace Business Cluster Study (Federai: $211,000/ Non-federal: $0) Procurement: Subaward to the City of Oshkosh Basis for Cost Estimate: Please refer to the attached budget spreadsheet for estimated component activities to occur as part of this contractual element. The cost estimate for this activity is based on previous procurement actions by this entity of similar scope or activity. The ECWRPC will provide a subaward to the City of Oshkosh to prepare an Aviation/Aerospace Business Cluster Study in cooperation with other regional partners. The City of Oshkosh will use a competitive procurement action to contract with a professional services firm in order to undertake the project. Allen Davis, Community Development Director(280 hrs./$15,470.00): The Community Development Director is a full-time employee of the City of Oshkosh who is responsible for economic development activities for the City of Oshkosh. His responsibilities include industrial park development, business park development, downtown redevelopment projects, Tax Increment Financing District Plans, and all phases of the construction process (building plan review, permitting, inspections and Occupancy Permits). In addition, the Community Development Director represents the City on economic development partnerships including ECWRPC-CEDS, Chamco Board of Directors and The Oshkosh Chamber of Commerce Economic Development Advisory Council. He has also volunteered to co-chair the Aviation Business Cluster implementation committee in conjunction with Winnebago County, UW-Oshkosh Aero Innovate, Chamco, Chamber, and many private aviation-business representatives. Specific to this proposal, the City of Oshkosh Community Development Director will be responsible for the following throughout the 16 months: • Management of the procurement of the contractual activities funded through the subaward from the ECWRPC to the City of Oshkosh (40 hrs total) • Preparation of information to be provided to the ECWRPC in compliance with grant performance reporting requirements (40 hrs total) • Management of the performance of the contracts (200 hrs totalj o Coordination, preparation and meeting attendance with Marketing team o Facilitating partnerships between regional airports and communities. o Information gathering and preparation associated with contract activities. Fringe Benefits (Federal: $0/ Non-federal: $8,753) For the City of Oshkosh Community Development Director, the fringe rate is at a 0.6530 rate. ECWRPC Intergovernmental Agreement: City of Oshkosh . Budget Justification -Amendment GRANT PERIOD: Start: 1 October, 2013 End: 31 December, 2015 The detail provided below reflects only what has changed and why since the approval of the original grant budget. Personnel: Change in City of Oshkosh Budget (Federal: $0/ Non-federal: $3,841) The increases associated with a position's hours charged to the grant came from ECWRPC staff and the City of Oshkosh staff. Regarding the City of Oshkosh, more of Allen Davis's time will be charged to the grant than previously as non-federal match. This additional personnel time is due to the level of involvement that Mr. Davis has provided to the Aerospace Business Cluster study (Project 3). Fringe Benefits: Change in City of Oshkosh Fringe (Federal: $0/ Non-federal: $2,173) 3. Aerospace Business Cluster Study (Federal: $90,020/ Non-federal: $0) Procurement: Sub-award to the City of Oshkosh [Status: Contracted] Supplemental Request: Please refer to the attached scope of work for more information on this supplemental request. The scope of the contract concluded between the City of Oshkosh and Explorer Solutions (the contractor) has not changed. However, in that contract,the contractor agreed to assess only the Oshkosh regional airport for the study with an option to include other airports should they communicate interest to participate. Since the start of the study, 2 regional airports expressed interest in participating. The cost negotiated for each additional airport is$30,000. Additional City of Oshkosh funding is also requested to support City efforts to prepare for the development of an aerospace business cluster park based on the study (and a grant from EDA). Activities will include the drafting of protective covenants; setting pricing and other terms for purchase and lease of lots in the aerospace cluster; creating template documents for purchase and lease of lots in the cluster; and establishing a process and handbook for handling projects in the business cluster (site plan review and the like).