HomeMy WebLinkAboutElizabeth Hartman-consultant/Aviation Business Park 2014 CITY OF OSHKOSH
LEGAL DEPARTMENT
215 CHURCH AVENUE, P.O. BOX 1130, OSHKOSH, WI 54903-1130
PHONE: (920) 236-5115 FAX(920) 236-5106
LETTER OF TRANSMITTAL
To: Elizabeth Hartman Date: October 29, 2014
432 Hazel Street Pro�ect: N/A
Oshkosh, WI 54901 From: Carol Marchant, Adm. Assistant
Re: Consultant Agreement
Attn: Oshkosh Aviation Business Park
Please find: � Attached ❑ Under Separate Cover
❑ Copy of Letter � Agreement ❑ Amendment ❑ Report ❑ Agenda
❑ Meeting Notes ❑ Photos ❑ Mylars ❑ Change Order ❑ Plans
❑ Specifications ❑ Estimates ❑ Diskette ❑ Zip Disk ❑ Other
Quantit Descri tion
1 Full executed Consultant A reement— Oshkosh Aviation Business Park
These are being transmitted as indicated below:
❑ For Approval � For Your Use ❑ As Requested ❑ For Review 8�Comment
Remarks:
cc: City Clerk (original)
Community Development (original)
City Attorney (copy)
. w
CONSULTANT AGREEMENT
-��.-.
THIS AGREEMENT, made on the 2�S day of October, 2014, by and between the CITY
OF OSHKOSH, hereinafter referred to as CITY, and ELIZABETH A. HARTMAN, hereinafter
referred to as the CONSULTANT,
WITNESSETH:
That the ClTY and the CONS�ILTANT, for the consideration hereinafter r�amed, agree as
�`o!lovvs:
ARTICLE I. CONSULTANT
The following individual shall perform all work pertaining to this Project:
Elizabeth Hartman
CONSULTANT is an independent contractor and is not an employee of the CITY.
ARTICLE 11. CITY REPRESENTATIVE
The CITY shall assign the following individual to manage the project described in this contract:
Allen Davis, Community Development Director
ARTICLE III. SCOPE OF WORK
The amended Intergovernmental Agreement befinreen the City of Oshkosh and East Central
Wisconsin Regional Ptanning Commission (ECWRPC)dated October 29, 2014 to undertake an
aviation/aerospace business cluster study and development of an Aviation Business Park with
grant funds from the Department of Defense, Office of Economic Adjustment (DoD-OEA) is
included as part of this agreement by reference. Consultant shall develop a Business
Development Manual and Restrictive Covenants for the Oshkosh Aviation Business Park and
prepare a standard lease agreement for use by City and Winnebago CountyAirport.The cost for
said services shall not exceed $30,020 under the terms of the DoD-OEA grant to be provided
through services of the City's Community Development Director necessary for the DoD-OEA
grant funding.
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.
1
r ,
ARTICLE IV. CITY RESPONSIBLITIES
The CITY shail 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.
To prevent any unreasonable delay in the CONSULTANT'S work the CITY will examine
all reports and other documents and will make any authorizatio�s necessary to proceed with
work within a reasonable time period.
ARTICLE V. TIME OF COMPLETION
All work to be performed under this contract shall be completed on or before June 30, 2015
unless the parties agree in writing to extend this date.
ARTICLE VI. PAYMENT
A. The Contract Sum. The CITY shall pay to the CONSULTANT for the perFormance of
the contract the total sum of $30,020 to develop a business development manual, and
Restrictive Covenants for the Oshkosh Aviation Business Park and prepare a standard lease
agreement for properties in the Oshkosh Aviation Business Park adjusted by any changes as
provided in the proposal, or any changes hereafter mutually agreed upon in writing by the parties
hereto.
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 additiona( services shaff be negotiated and set forth in a
written amendment to this agreement executed by both parties and ECWRPC prior to
proceeding with the work covered under the subject amendment.
ARTICLE VII. CONSULTANT TO HOLD CITY HARMLESS
The CONSULTANT covenants and agrees to protect and hold the CITY harmless against
all actions, claims and demands of any kind or character whatsoever which may in any way be
caused by or result from the intentional or negligent acts of the CONSULTANT, its agents or
assigns, employees or subcontractors related however remotely 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 c(aims or demands
within thirty (30) days of the date of the CITY'S written demand for indemnification or refund.
2
ARTICLE VIII. INSURANCE
The CONSULTANT agrees to abide by the attached City of Oshkosh Insurance Requirements—
Professional Services.
ARTICLE IX. TERM1NATiON
A. For Cause.
If the CONSULTANT shall fail to fulfill in timely and proper manner any of the obligations under
this Agreement, the CITY shall have the right to terminate this Agreement by v►�ritten notice to the
CONSULTANT. In this event, the GONSULT�,NT shafl be entitled #o compensation for any
satisfactory, usable work completed.
B. For Convenience.
The CITY may terminate this contract at any time by giving written notice to the CONSULTANT
no later than 10 calendar days before the termination date. If the CITY terminates under this
paragraph, then the CONSULTANT shall be entitled to compensation for any satisfactory work
performed to the date of termination.
ARTICLE X. RECORDS AND INSTRUMENTS OF SERVICE
All reports, data, 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
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.
ARTICLE XI. 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.
3
City shal( 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.
ARTICLE �II. PROVISIONS REQUIRED FOR COt1�PLl0-�fVCE WITH GRAf�T FUNDING
1. Consultant shall cooperate with City to 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.
2. Consultant shall undertake all necessary actions, as determined by City and ECWRPC,
and as authorized by Federal, State and Local laws, to carry out the requirements of the DoD-
OEA grant and to comply with all applicable laws and to perForm all services pertaining to the
Regional Aviation Aerospace Business Cluster Study in accordance with the generally accepted
standards of the profession.
3. Consultant shall not assign this Agreement without prior written consent from City.
4. Nondiscrimination in Employment
a) In connection with the performance of services under this Agreement, Consultant
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.
b) Except with respect to sexual orientation, Consultant agrees to take affirmative
action to ensure equal employment opportunities. Consultant agrees to post in
conspicuous places, available for employees and applicants, notices setting forth the
provisions of the nondiscrimination clause.
5. Equal Employment Opportunity
a) Consultant will, in all solicitations or advertisements for employees placed by or on
behalf of the Consultant, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, or national origin.
4
� b) Consultant 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.
Consultant further assures 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
n ot.
c) Consultant 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 GFR Part 60).
d) Consultant 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 City, ECWRPC,
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.
6. Errors and Omissions
a) Consultant shall be responsible for the accuracy of the services performed under
this Agreement, and shall promptly make necessary revisions or corrections to its
services resulting from its negligent acts, its errors or its omissions without additional
compensation. Consultant shall give immediate attention to these revisions or corrections
to prevent or minimize delay to the Project. Consultant shall be responsible for any losses
to or costs to repair or remedy as a result of the Consultant's negligent acts, errors, or
omissions.
b) Consultant warrants that the services to be provided under this Agreement will be
executed in a workmanlike manner, consistent with professional standards of comparable
work in this field.
7. Conf{ict of Interest
a) Consultant 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 Agreement, and that neither it nor any of its affiliates will acquire directly or
indirectly any such interest.
b) Consultant warrants that it will immediately notify City if an actual or potential
conflict of interest arises or becomes known to Consultant. Upon receipt of such
notification, City wili review and written approval is required for Consultant to continue to
perform work under this Agreement.
8. Certification Regarding Lobbying. Consultant certifies, by entering into this Amendment to
its Agreement with the City, that it complies with and will properly execute and file with
City the Office of Economic Adjustment Certification Regarding Lobbying, attached to this
Amendment and incorporated herein by reference.
5
9. Certification Regarding Debarment �
a) Consultant certifies, by entering into this Agreement, that it and its principals (1)
are not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal department or agency; (2) have not
been convicted of or had a civil judgment rendered against them within the previous three
years; (3) are not indicted or otherwise criminally or civilly charged by a government
entity; and (4) have not had one or more public transactions terminated for cause or
default within the previous three years.
b) Consultant agrees that it will not knowingly enter into any transaction with a person
who is debarred, suspended, declared ineligible, or voluntarily excluded from participation
in this transaction unless authorized by the City and ECWRPC.
10. Disadvantaged Business Utilization
a) Consultant agrees to ensure that Disadvantaged Business as defined in 49 CFR
Part 26 have the maximum opportunity to participate in the performance of any
subcontracts finances in whole or in part with federal funds provided under this
agreement. In this regard, Consultant shall take all necessary and reasonable steps in
accordance with 49 CFR Part 26 to ensure that Disadvantaged Businesses have the
maximum opportunity to compete for and perForm subcontracts. Consultant shal( not
discriminate on the basis of race, color, national origin, or sex in the award and
performance of contracts. Failure to carry out the requirements of this provision
constitutes a breach of this Agreement and may result in termination of the Agreement or
other such remedy as the City may deem appropriate.
b) Consultant shall identify by name, the disadvantaged business whose utilization is
intended to satisfy this provision, the items of services involved, and the dollar amounts of
such items of service.
c) Consultant shall maintain records and document its performance under this item.
ARTICLE XIII. 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.
ARTICLE IV. 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.
6
ARTICLE XV. 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.
ARTICLE XVI. CHOICE OF LAW AND VENUE
The laws of the State of Wisconsin shall govern the interpretation and construction of this
Agreement. Wint�ebago Gounty shall be the venue for all disputes arising under this Agreement.
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.
In the Presence of: CONSULTANT
�
By�
Elizabeth A. Hartman
(Seal of Contractor
if a Corporation.) By:
(Specify Title)
CITY OF OSHKOSH
By: ./���--��'�-�✓I,Ci
Mark A. Rohloff, City Manag r
(Witness) `
.a —
And:
(Witness) Pamela R. Ubrig, City Cle
I hereby certify that the necessary provisions
have been made to pay the liability which will
Ap ved: accrue under this contract.
G y At rney � inance Director
7
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 atl tiers (incfuding 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 3�, 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 CITY For Consultant
/ �
C,
ay: �� gy:
Mark Ro loff, City Manager Elizabeth A. Hartman
City of Oshkosh
Date: /D/Z 9/.Z al`� Date: � J -Z- � -- ��f
8
Elizabeth A. Hartman
� 432 Hazel St
. Oshkosh,WI 54901
- elizhartman@earthlink.net
October 24, 2014
City Manager Mark Rohloff
City of Oshkosh
215 Church Ave, P.O. Box 1130
Oshkosh, WI 54901-1130
It has come to my attention after consultation with City Attorney Lynn Lorenson that the potential
exists for a conflict of interest to arise due to my work on two projects that are each a part of the
Oshkosh Region Defense Industry Diversification Initiative (ORDIDI) grant from the Department of
Defense, Office of Economic Adjustment. The City of Oshkosh (City) has offered to contract with me to
continue working on advancing aerospace cluster/aviation business park development. I am also
currently under contract with the University of Wisconsin Oshkosh to advance the business accelerator
program and facility project. Because one aspect of my work on the aviation business park
development will include drafting protective covenants and it is currently proposed that the business
accelerator facility will be housed in the aviation business park and subject to those same covenants,
there is the potential for a conflict of interest to arise.
Although I do not believe this potential conflict will ripen into an actual conflict, in an abundance of
caution and desire to be transparent, I wish to disclose it to the City for open acknowledgement and
waiver. Accordingly, I ask that the City, by countersignature below, acknowledge my disclosure and its
awareness of this potential conflict and waive the same. I separately acknowledge by my signature, my
awareness of this potential conflict and representation that if I ever feel it to be an actual conflict that I
will disclose the same to the City and we will work together to take any necessary corrective measures.
Thank you.
Very truly yours,
_._� Countersigned by the City of Oshkosh by:
___. _
__---
Etizabeth A. Hartman ��-��'%`�'�.
Mark Rohloff, City Manager