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HomeMy WebLinkAboutAviation Cluster Study/Intergovernmental Agreement 2015 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 28, 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 limit. 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, AI Executive Director Cc: Katherine Ahlquist, Economic Development Planner Pam Scheibe-Johnson, Controller Enclosure ECWRPC Intergovernmental Agreement: City of Oshkosh ��_ I. Table of Contents Intergovernmental Agreement..............................................................................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 Appendix E: Budget Justification .........................................................................45 ECWRPC Intergovernmental Agreement: City of Oshkosh ' � INTERGOVERNMENTAL AGREEMENT 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 (ORDIDIJ. 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 meet 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 byreference; 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 ;����� 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 331 257(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 December 31,2015(see Appendix 8 Section lll,Item 9 for a complete pavment scheduleJ until the 5331 257 is expended b) The final invoice can be submitted once the final services and materials have been submitted to the COMMISSION and both parties are in apreement 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.or� 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 l�i�----_.�t� ��____�_ -�„ Mark ohloff, City Manager Eric Fowle,AICP City of Oshkosh Executive Director Date: Date: �����—t���J c�, �,1 � Allen Davis, Community Development Director City of Oshkosh Date: � � 24� )��-�L�� :-� �,�. Pamela R. Ubrig,City Clerk � City of Oshlcosh �- Date: � '�`"�-�� �� � �� , . orenson,Ci r ey City of shkos Date: �l 3 c�=�Z 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(a�ci.oshkosh.wi.us Purpose: 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 steering committee of March,2014 $23,379 manufacturers 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, 207 5 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 '$244,2U0 Strate' ic Positionin 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 & 2 Aug, 2015 Deliverables: Preliminary study results and final study Task 4 Distribute/promote study recommendations July, 2014— $26,731 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 Aviation Business Jan, 2015-- $15,000 Park 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 Ca�enants for Aviation Jan� 2p15— $15,020 Business Park/Lease A" reement June,20�15 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 Pra'ecf'Cost $331,257 ECWRPC Intergovernmental Agreement: City of Oshkosh ��",� APPENDIX B: EAST CENTRAL WISCONSIN REGIONAL PLANNIN� COMMISSION SHORTFORM FOR FEDERALLY FUNDED CONTRACTS ECWRPC Intergovernmental Agreement: City of Oshkosh °" �w � 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. Subletting orAssignment of Intergovernmental Agreement 14 III. Basis of Payment.............................................................................15 IV. Contingent Fees............................................................................166 V. Legal Relations................................................................................17 VI. Nondiscrimination in Employment...............................................177 VII. Equal Employment Opportunity...................................................177 VIII. 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 PROJECT 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 of the 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. 8. 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 result 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. Terminativn 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 forthe 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 Intergovernmenta/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 RECIPIENT will 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 of the 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 INTERGOVERNMENTAL AGREEMENT 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 INTERGOVERNMENTAL AGREEMENT. 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 $46,389.00 March 10, 2015 2014 Jan, 2015- April 10, 2015 $46,389.00 June 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 liability 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 • s 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 � � 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 gy; tt.____-1�o��`�� gy; � — Mark Ro loff,City Manager Eric Fowle,AICP City of Oshkosh Executive Director Date: ����J Date: l����// —__'� ECWRPC Intergovernmental Agreement: City of Oshkosh APPENDIX D: GRANT AGREEMENT FOR OSHKOSH REGION FAIN HQ00051410004 PROIECT NUMBER: 1550-2014-004 Grant Agreement for Oshkosh Region (DIA) FAIN: HQ00051410004 This Agreement is between the East Central Wisconsin Regional Planning Commission, the Grantee, and Department of Defense,the Grantor, acting through the Office of Economic Adjustment (OEA). The Grantee will undertake community economic adjustment activities as described in the Application for Federal Assistance, dated December 6, 2013, at the estimated cost of$937,316. The $937,316 consists of$837,316 from the Grantor and $99,980 from non- Grantor sources. 1. Compliance by the Grantee A. Overall Compliance: The Grantee's actions under this Grant shall comply with all applicable Federal, State, interstate, and local laws and regulations. The Grantee shall comply with the following: Part 32 of title 32, Code of Federal Regulations (CFR), "Administrative Requirements for Grants and Agreements With Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations," Part 230 of title 2, CFR, "Cost Principles for Non-Profit Organizations," and Part 28 of title 32, CFR, "New Restrictions on Lobbying." B. Debarment and Suspension: The Grantee agrees to comply with Parts 180, "OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," and 1125, "Department of Defense Nonprocurement Debarment and Suspension,"of title 2, CFR. The Grantee also agrees to communicate the requirement to comply with Parts 180 and 1125 to entities and persons at the next lower tier with whom the recipient enters into transactions that are "covered transactions" under Parts 180 and 1125. C. Drug-Free Workplace: The Grantee agrees to comply with Subpart B, "Requirements for Recipients Other Than Individuals," of Part 26 of title 32, CFR, "Governmentwide Requirements for Drug-Free Workplace (Financial Assistance)." D. Hatch Act: The Grantee is advised that its employees may be subject to the Hatch Act (5 U.S.C. § 1501-1508). If doubt exists in particular cases,the Grantee should seek legal counsel. E. Universal Identifier Requirements and Central Contractor Registration. The Grantee agrees to comply with the requirements of Part 25 of title 2, CFR, "Universal Identifier and Central Contractor Registration." The System for Award Management(SAM)has replaced the CCR system. The full text of this award term (as revised to reflect the SAM) is provided in Attachment B to this Agreement. F. Grant Terms and Conditions: The Grantee shall comply with the terms of this Agreement. The decision of the Grantor in interpreting the Terms and Conditions of this Agreement shall be final. CR1327-14-01 Page 1 of 15 G. The Grantee shall ensure that every consultant and every contractor it employs under the Grant complies with the terms of this Agreement as though the consultant or contractor were a party to this Agreement. 2. Terms and Conditions A. The Grant period is from October 1, 2013, through January 31, 2015. Eligible costs incurred between October 1, 2013, and the date of this Agreement are allowable and reimbursable. B. Pre-award costs totaling $451.50, for legal opinions on applicant eligibility, are authorized. C. The Grantee assures that $99,980 or 10.7 percent of the total project costs shall be contributed by non-Grantor sources. D. The Grantee agrees to comply with the requirements regarding support of salaries and wages in Part 230 of title 2, CFR, "Cost Principles for Non-Profit Organizations," Appendix B., "Selected Items of Cost," Item 8, "Compensation for Personal Services." E. Any Grant funds actually advanced and not needed for grant purposes shall be returned immediately to the Grantor. F. OEA may suspend or terminate this Agreement in whole, or in part, if the Grantee materially fails to comply with conditions of this Agreement. Suspension or termination may occur if the Grantee materially fails to comply with any term of this Agreement. The Grantee shall not incur new obligations for the terminated portions after receiving notice of the termination, and shall cancel as many outstanding obligations as possible. Additional enforcement remedies for non-compliance and termination provisions, in Part 32 of title 32, CFR, apply to this award. G. The Grantee is the responsible authority, without recourse to the Grantor, regarding the settlement and satisfaction of all contractual and administrative issues arising out of procurements entered into in support of the Grant. H. Activities Prohibited (1) Duplication of Work: The purpose and scope of work for which this Agreement is made shall not duplicate programs for which moneys have been received, are committed, or are applied for from other sources, public or private. Upon request of the Grantor, the Grantee shall submit full information about related programs that will be initiated within the Grant period. (2) Other Funding Sources: Grantor's funds budgeted or granted for this program shall not be used to replace any financial support previously provided or assured from any other source. CR1327-14-01 Page 2 of 15 (3) Funds for Attorney/Consultant Fees: The Grantee hereby agrees that no funds made available from this Grant shall be used, directly or indirectly, for paying attorneys' or consultants' fees in connection with securing grants or other services provided by the Grantor, for example, preparing the application for this assistance. However, attorneys' and consultants' fees incurred for meeting this Agreement's requirements may be eligible project costs and may be paid out of funds made available from this Agreement provided such costs are otherwise eligible. (4) The Grantee is prohibited from using funds provided from this Grant or personnel employed in the administration of this program for political activities, sectarian or religious activities, lobbying, political patronage, or nepotism activities. t. Personnel Approvals The Grantor reserves the right to approve or disapprove the selection of professional-level employees hired under this grant. If requested by the Grantor, resumes, in sufficient detail to reveal the experience, education, and other general and special qualifications for the position, must be submitted to the Grantor for its consent prior to employment of a candidate. Changes in key positions, where specified in the Application and/or this agreement, will require prior written approval from the Grantor. J. Use of Consultants/Contractors (1) Procurement of consultant or contractor services shall be in accordance with all standards and procedures set forth in Part 32 of title 32, CFR. The following terms, which are drawn from the Department of Defense Grant and Agreement Regulations, Parts 21 through 37 of title 32, CFR, are intended merely to highlight some of these standards and are, therefore, not inclusive. (2) All procurement transactions, regardless of whether negotiated or advertised and without regard to dollar value, shall be conducted in a manner that provides maximum open and free competition. (3) Formal advertising, with adequate purchase description, sealed bids, and public openings, shall not be required for small purchase procurements under$100,000 in the aggregate unless otherwise required by State or local law or regulation. If small purchase procedures are used, price or rate quotations shall be obtained. (4) The Grantee shall maintain a code or standards of conduct which shall govern the performance of its officers, employees, or agents in contracting with and expending Federal Grant funds. Grantee's officers, employees, or agents shall neither solicit nor accept gratuities, favors, or anything of monetary value from a contractor or potential contractors. To the extent permissible by State or local law, rules, or regulations, such standards shall provide for penalties, sanctions, or other disciplinary actions to be applied for violations of such standards by either the Grantee's officers, employees, or agents, or by contractors. CR1327-14-01 Page 3 of 15 K. Separate Bank/Fund Accounts (1) The Grantee is not required to establish a separate bank account but may do so. The Grantee, however, must maintain accounting records to adequately identify the source and application of Grant funds. Other considerations, such as FDIC coverage, shall be in accordance with the provisions of Part 32 of title 32, CFR. (2) Interest earned on Grant funds shall be reported to the Grantor and used to reduce the Federal share of this Grant. Grantees shall promptly, but no less often than quarterly, remit to the Grantor any interest earned on advances the Grantor provided. The Grantee may retain interest on any Grant funds not to exceed $100 per year for administrative expenses. L. Grant Payments (1) A Standard Form (SF) 270, "Request for Advance or Reimbursement," shall be submitted when requesting funds. (2) All financial information on the SF 270 shall be shown as: Column (a)-- Salaries and Benefits; Column (b)--Operating Expenses; Column (c)--Contracts. (3) Grant payments will be made by electronic funds transfer. (4) Grant funds for contractual services will be disbursed on a reimbursement basis only. Advances of up to 90 days may be requested for operational support. When Grant payments are cash advances, the amount requested will be limited to that actually required. (5) Grantee's payments to contractors/consultants shall be contingent upon the Grantee's acceptance of deliverables. (6) Requests for Federal funds (SF 270's) for payment of consultant/ contractor deliverables should be submitted to the Grantor after Grantee's acceptance of the deliverables. M. Reimbursement for Travel Reimbursement for travel (transportation, food, and lodging) in the performance of Grant activities shall be consistent with those normally allowed in like circumstances in the non-Federally sponsored activities of the Grantee. Grantees may follow their own established rate but any travel allowance policies in excess of Federal limits must receive prior approval from the Grantor. N. Office Equipment All requests to purchase equipment(including software) with an estimated acquisition cost of more than $5,000 shall be submitted to the Grantor for prior approval. CR1327-14-01 Page 4 of 15 O. Expenses and Purchases Excluded (1) Grant funds may not be used for marketing or entertainment expenses. (2) Grant funds may not be used for capital assets, such as the purchase of vehicles, improvements and renovation of space, and repair and maintenance of privately owned vehicles. P. Grantee Contributions Contributions to this project by non-Grantor sources are expected to be paid out at the same general rate as Grant funds. Q. Grantee Reporting (1) The Grantee shall provide interim performance reports and a final performance report. The performance reports will contain information on the following: (a) A comparison of actual accomplishments to the objectives established for the period. (b) The reasons for slippage if established objectives were not met. (c) Additional pertinent information when appropriate. (d) An accounting, by the budget line items approved for this project, of expenses incurred during the reporting period, including the amount of Grant funds on hand at the beginning and end, and non-Grantor share of contributions over the term. (e) The final performance report must contain a summary of activities for the entire Grant period. All required deliverables should be submitted with the final performance report. (2) The final SF 425, "Federal Financial Report," shall be submitted to the Grantor within 90 days after the end date of the Grant. Any Grant funds actually advanced and not needed for Grant purposes shall be returned immediately to the Grantor. (3) The"Schedule of Reports" in Attachment A provides reporting periods and dates due. R. Reporting Subaward and Executive Compensation Information The Grantee agrees to comply with the requirements of Part 170 of title 2, CFR, "Reporting Subaward and Executive Compensation Information." The full text of this award term is provided in Attachment C to this Agreement. CR1327-14-01 Page 5 of 15 S. Contractor Deliverables (1) A disclaimer statement will appear on the title page of any study prepared under this Grant. It will read: "This study was prepared under contract with the East Central Wisconsin Regional Planning Commission, with financial support from the Office of Economic Adjustment, Department of Defense. The content reflects the views of the East Central Wisconsin Regional Planning Commission and does not necessarily reflect the views of the Office of Economic Adjustment." (2) The contractor identification will appear on the title page of the study funded by this grant. (3) Any final study shall be submitted electronically. The document will be dated the month and year that it is submitted to the Grantor. T. Audits (1) The Grantee 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). (2) This award is not for Research and Development, and is made under Code of Federal Domestic Assistance (CFDA)title: Community Economic Adjustment Planning Assistance for Reductions in Defense Industry Employment, CFDA Number 12.611. (3) The Grantee shall ensure audits are properly performed, and furnish the required data collection forms and audit reporting packages to the Federal Audit Clearinghouse (FAC). The Grantee shall upload audit reports into the FAC through the Internet Data Entry System (IDES) at https://harvester.census.�ov/fac/collect/ddeindex html#. (4) The Grantee shall provide any audit with findings related to this award, with copies of the reporting package (including corrective action plans), management letters issued by an auditor, and audit working papers,to the Grantor. (5) The Grantor will seek to issue a management decision to the Grantee within 6 months of receipt of an audit report with findings, and the Grantee shall take timely and corrective action to comply with the management decision. (6) The Department of Defense reserves the right to conduct an independent follow-up audit. CR1327-14-01 Page 6 of 15 3. Special Conditions A. The purpose and scope of this award is to undertake economic adjustment activities in the Oshkosh, Wisconsin, Region. Changes in the specific activities described in the application and the terms and conditions of this award are allowable only if approved by the Grantor. B. Submission to Grantor of signed agreements between the Grantee and the City of Oshkosh and the University of Wisconsin, Oshkosh is required prior to the disbursement of funds for subaward activities. C. The indirect cost rate of 65.30 percent of direct salaries certified by Robert A. Hermes on April 26, 2013, on behalf of the Grantee, expires on December 31, 2013. Grant funds for indirect costs incurred after December 31, 2013, will not be disbursed until a Fiscal Year 2014 indirect cost rate is established pursuant to Part 225 of title 2, CFR, "Cost Principles for State, Local, and Indian Tribal Governments." D. Funds provided under this award may not be used to directly identify or assist a business, including a business expansion, in the relocation of a plant, facility, or operation from - one Labor Market Area (LMA)to another if the relocation is likely to result in the loss of jobs in the LMA from which the relocation occurs. THE TERMS OF THIS GRANT ARE AGREED TO BY: Patrick O'Brien 12/18/2013 3:21:20 PM Patrick J. O'Brien DATE Director Office of Economic Adjustment Eric Fowle - 12/26/2013 9:13:36 AM 12/26/2013 9:13:36 AM Eric Fowle DATE Executive Director East Central Wisconsin Regional Planning Commission CR1327-14-01 Page 7 of 15 Attachment A Schedule of Reports For Oshkosh Region (DIA) FAIN: HQ00051410004 October 1, 2013 through January 31, 2015 Interim Performance Reports Due Date 10/01/2013 through 12/31/2013 O 1/31/2014 O1/O1/2014 through 03/31/2014 04/30/2014 04/O1/2014 through 06/30/2014 07/31/2014 07/O 1/2014 through 09/30/2014 10/31/2014 10/O 1/2014 through O 1/31./2015 04/30/2015 Final Performance Report 10/01/2013 through O1/31/2015 04/30/2015 Final Federal Financial Report(SF 425) 10/O l/2013 through 01/31/2015 04/30/2015 Deliverables 04/30/2015 Page 8 of 15 Attachment B System for Award Management(SAM) (previously identified as the Central Contractor Registration) and Universal Identifier Requirements A. Requirement for registration in the System for Award Management (SAlI� Unless you are exempted from this requirement under 2 CFR § 25.110, you as the recipient must maintain the currency of your information in SAM until you submit the final financial report required under this award or receive the final payment, whichever is later. This requires that you review and update the information at least annually after the initial registration, and more frequently if required by changes in your information or another award term. B. Requirement for Data Universal Numbering System (DUNS)Numbers If you are authorized to make subawards under this award, you: 1. Must notify potential subrecipients that no entity(see definition in paragraph C of this award term) may receive a subaward from you unless the entity has provided its DUNS number to you. 2. May not make a subaward to an entity unless the entity has provided its DL1NS number to you. C. Definitions For purposes of this award term: 1. System for Award Management (SAM),previously identified as the Central Contractor Registration (CCR), means the Federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the SAM Internet site (currently at http://www.sam.�ov). 2. Data Universal Numbering System (DUNS) number means the nine-digit number established and assigned by Dun and Bradstreet, Inc. (D&B)to uniquely identify business entities. A DL1NS number may be obtained from D&B by telephone (currently 866-705-5711) or the Internet(currently at http://fedgov.dnb.com/webform). 3. Entiry, as it is used in this award term, means all of the following, as defined at Subpart C of Part 25 of title 2, CFR: a. A Governmental organization, which is a State, local government, or Indian Tribe; b. A foreign public entity; Page 9 of 15 c. A domestic or foreign nonprofit organization; d. A domestic or foreign for-profit organization; and e. A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity. 4. Subaward: a. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. b. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec. .210 of the attachment to OMB Circular A-133, "Audits of States, Local Governments, and Non-Profit Organizations"). c. A subaward may be provided through any legal agreement, including an agreement that you consider a contract. 5. Subrecipient means an entity that: a. Receives a subaward from you under this award; and b. Is accountable to you for the use of the Federal funds provided by the subaward. Page 10 of 15 Attachment C Reporting Subawards and Executive Compensation A. Reporting of first-tier subawards. 1. Applicability. Unless you are exempt as provided in paragraph D. of this award term, you must report each action that obligates $25,000 or more in Federal funds that does not include Recovery funds (as defined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) for a subaward to an entity(see definitions in paragraph e. of this award term). 2. Where and when to report. i. You must report each obligating action described in paragraph A.1 of this award term to http://www. srs.gov. ii. For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2010, the obligation must be reported by no later than December 31, 2010.) 3. What to report. You must report the information about each obligating action that the submission instructions posted at http://www.fsrs.�ov.. B. Reporting Total Compensation of Recipient Executives. 1. Applicability and what to report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if— i. the total Federal funding authorized to date under this award is $25,000 or more; ii. in the preceding fiscal year, you received— (a) 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR § 170.320 (and subawards); and Page 11 of 15 (b) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR § 170.320 (and subawards); and iii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Securities and Exchange Commission total compensation filings at http://www.sec.gov/answers/execom_p.htm.) 2. Where and when to report. You must report executive total compensation described in paragraph B.1 of this award term: i. As part of your registration profile at http://www.sam.gov. ii. By the end of the month following the month in which this award is made, and annually thereafter. C. Reporting of Total Compensation of Subrecipient Executives. 1. Applicability and what to report. Unless you are exempt as provided in paragraph D of this award term, for each first-tier subrecipient under this award, you shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if— i. in the subrecipient's preceding fiscal year, the subrecipient received— (a) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR § 170.320 (and subawards); and (b) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and Page 12 of 15 ii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 ofthe Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Securities and Exchange Commission total compensation filings at http://www.sec.�ov/answers/execomp.htm. 2. Where and when to report. You must report subrecipient executive total compensation described in paragraph C.l of this award term: i. To the recipient. ii. By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year(i.e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year. D. Exemptions If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report: i. Subawards, and ii. The total compensation of the five most highly compensated executives of any subrecipient. E. Definitions. For purposes of this award term: 1. Entity means all of the following, as defined in Part 25 of title 2, CFR: i. A Governmental organization, which is a State, local government, or Indian tribe; ii. A foreign public entity; iii. A domestic or foreign nonprofit organization; iv. A domestic or foreign for-profit organization; Page 13 of 15 v. A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity. 2. Executive means officers, managing partners, or any other employees in management positions. 3. Subaward: i. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. ii. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec._ .210 of the attachment to OMB Circular A-133, "Audits of States, Local Governments, and Non-Profit Organizations"). iii. A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract. 4. Subrecipient means an entity that: i. Receives a subaward from you (the recipient) under this award; and ii. Is accountable to you far the use of the Federal funds provided by the subaward. 5. Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR § 229.402(c)(2)): i. Salary and bonus. ii. Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. iii. Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. Page 14 of 15 iv. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. v. Above-market earnings on deferred compensation which is not tax-qualified. vi. Other compensation, if the aggregate value of all such other compensation (e.g. severance,termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. Page 15 of 15 FAIN: HQ00051410004 OEA Locator: CR1327-14-01 Oshkosh Region (DIA) Mr. Eric Fowle Executive Director East Central W isconsin Regional Planning Commission 400 Ahnaip Street, Suite 100 Menasha, WI 54952-3388 Dear Mr. Fowle: This is to inform you that we have approved the March 3, 2014, request to amend the Grant Agreement for the above identified grant to reflect the East Central Wisconsin Regional Planning Commission's legal status as an unincorporated special purpose unit of government. No additional funds are approved. Accordingly, the Grant Agreement is modified as follows. 1. Section 1, "Compliance by the Grantee," Paragraph"A" is deleted in its entirety and the following is inserted in its place and stead: "A. Overall Compliance: The Grantee's actions under this Grant shall comply with all applicable Federal, State, interstate, and local laws and regulations. The Grantee shall comply with the following: Part 33 of title 32, Code of Federal Regulations (CFR), "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," Part 225 of title 2, CFR, "Cost Principles for State, Local, and Indian Tribal Governments," and Part 28 of title 32, CFR, "New Restrictions on Lobbying." 2. Section 2, "Terms and Conditions," Paragraph "D" is deleted in its entirety and the following is inserted in its place and stead: "D. The Grantee agrees to comply with the requirements regarding support of salaries and wages in Part 225 of title 2, CFR, "Cost Principles for State, Local, and Indian Tribal Governments,"Attachment B., "Selected Items of Cost," Item 8.h., "Support of Salaries and Wages." 3. Section 2, "Terms and Conditions," Paragraph "F" is deleted in its entirety and the following is inserted in its place and stead: "F. OEA may suspend or terminate this Agreement in whole, or in part, if the Grantee materially fails to comply with conditions of this Agreement. Suspension or termination may occur if the Grantee materially fails to comply with any term of this Agreement. The Grantee shall not incur new obligations for the terminated portions after receiving notice of the termination, and shall cancel as many outstanding obligations as possible. Additional enforcement remedies for non-compliance and termination provisions, in Part 33 of title 32, CFR, apply to this award." 4. Section 2, "Terms and Conditions," Paragraph "J" Subparagraph "(1)" is deleted in its entirety and the following is inserted in its place and stead: "(1) Procurement of consultant or contractor services shall be in accordance with all standards and procedures set forth in Part 33 of title 32, CFR. The following terms, which are drawn from the Department of Defense Grant and Agreement Regulations, Parts 21 through 37 of title 32, CFR, are intended merely to highlight some of these standards and are, therefore, not inclusive." 5. Section 2, "Terms and Conditions," Paragraph "K" Subparagraph "(1)" is deleted in its entirety and the following is inserted in its place and stead: "(1) The Grantee is not reyuired to establish a separate bank account but may do so. The Grantee, however, must maintain accounting records to adequately identify the source and application of Grant funds. Other considerations, such as FDIC coverage, shall be in accordance with the provisions of Part 33 of title 32, CFR." All other items, conditions, and requirements of the current grant agreement remain in effect. You may direct questions regarding this award to your OEA Project Manager, Mr. Daniel Glasson, at(703) 697-2082 or daniell.�lasson.civn,mail.mil. Sincerely, Patrick O'Brien 3/21/2014 9 :57 :31 AM Patrick J. O'Brien Director Office of Economic Adjustment cc: Katherine Ahlquist FAIN: HQ00051410007 OEA Locator: CR1327-14-01 Oshkosh Regian(DIA) Mr. Eric Fowle Executive Director East Central Wisconsin Regional Planning Commission 400 Ahnaip Street, Suite 100 Menasha, WI 54952-3388 Dear Mr. Fowle: I am pleased to inform you that I have approved an amendment to the abave identified Grant in the amount of$1,026,065. This amendment provides Community Planning Assistance Funds for economic adjustment activities as described in the request dated August 5, 2014. If the provisions of the attached Amendment are acceptable,please sign the document online. You may direct questions regarding this award to your pEA Project Manager, Mr. Daniel Glasson, at(703)697-2082 or dani_ el.l.glasson civ �mail mil. Sincerely, Patrick O�Brien 8/12/2014 3:11:37 PM Patrick J. O'Brien Director Office of Economic Adjustment Attachment: As Stated Grant Amendment for Oshkosh Region(DIA) FAIN: HQ00051410007 The original Agreement dated I7ecember 18, 2Q13,as amended on March 21,2014, is further amended as follows: 1. The first paragraph is deleted in its entirety and the following inserted in its place and stead: "This Agreement is between the East Central Wisconsin Regional Planning Commission, the Grantee,and the Depat�tment of Defense,the Grantor, acting through the Office of Economic Adjustment(OEA). The Grantee will undertake community economic adjustment activities as described in the Application for Federal Assistance,dated December 6,2013,and the amended requests dated March 3, 2014,and August 5,2014,at the estimated cost of$2,167,056. The funding for these activities consists of$1,863,3$1 from the Grantor and$303,675 from non- Grantor sources." 2. Section 2,"Terms and Conditions,"Paragraph"A"is deleted in its entirety and the following inserted in its place and stead: "A. The Grant period is from October 1,2013,through December 31,2015. Eligible costs incurred between October 1,2013,and December 18,2013,the initial execution date of this Agreement are allowable and reimbursable." 3. Section 2,"Terms and Conditions,"Paragraph"B"is deleted in its entirety and the following inserted in its place and stead: "B. The Grantee assures that$303,675 or 14 percent of the total project costs shall be contributed by non-Grantor sources." 4. Section 2,"Terms and Conditions,"Paragraph"Q"is deleted in its entirety and the following is inserted in its place and stead: "Q. Grantee Reporting (1) The Grantee shall provide interim performance reports and a final performance report. The performance reports will contain information on the following: (a) A comparison of actual accomplishments to the objectives established for the period. (b) The reasons for slippage if established objectives were not met. (c) Additional pertinent infarmarion when appropriate. CR1327-14-01 Page 1 of 4 (d) An accounting,by the budget line items approved for this project,of expenses incurred during the reporting period, including the amount of Grant funds on hand at the beginning and end, and nan-Grantor share of contributions over the term. (e) The final performance report must contain a summary of activities for the entire Grant period. All required deliverahles should be submitted with the final performance report. (2) An interim and a final SF 425, "Federal Financial Report"are required for this Grant. The final SF 425 covering the entire period of this Grant, shall be submitted to the Grantor within 90 days after the end date af the Grant. Any Grant funds actually advanced and not needed far Grant purposes shall be returned immediately to the Grantor. (3) The attached"Schedule of Reports"provides reporting periods and dates due." 5. The Schedule of Reports for this Agreement is deleted in its entirety and the "Schedule of Reports"in Attachment A is inserted in its place and stead. . 6. Section 3, "Terms and Conditions,"Paragraph"C"is deleted in its entirety and the following is inserted in its place and stead: "C. The indirect cost rate of 65.30 percent of direct salaries certi�ed by Robert A. Hermes on April 26, 2013,on behalf of the Grantee, is accepted for the period January l, 2013,through December 31,2013. The indirect cost rate af 61.12 percent of direct salaries certified by Robert A. Hermes on Apri125,2014,on behalf of the Grantee,is accepted for the period January l,2014, through December 31,2015." 7. Section 3,"Terms and Conditions,"Paragraph"E"is inserted as follows: "E. Any fees collected for services performed under this award,including fees collected under the Wisconsin Manufacturing Extension Partnership—direct supplier assistance activities,are considered program income. Program income generated during the grant period shall be applied to meet the non-federal match requirement for the grant,must be used for current costs, and may not be retained for use after the grant period has ended." CR1327-14-01 Page 2 of 4 All other items,conditions, and requirements of the current grant agreement remain in effect. THE TERMS OF THIS AMENDMENT ARE AGREED TO BY: Patrick O'Brien 8/12/2014 3:11:37 PM Patrick J. O'Brien DATE Director Office of Economic Adjustment f�� ' � ��� �` / Eric Fowle DATE Executive Director East Central Wisconsin Regional Planning Commission CR1327-14-01 Page 3 of 4 Attachment A Schedule of Reports For Oshkosh Region(DIA) FAIN: HQ0005141000? October 1,2013 through December 31,2015 Interim Performance Reports Due Date 10/O1/2013 through 12/31/2013 O1/31l2014 O1/O1J2014 through 03/31/2014 04/30/2014 � Q4/O1/2014 through 06/30/2014 07/31/2014 07/O1/2014 through 09/30l2014 10/31/2014 10/O1/2014 through 12/31/2014 O1/31/2015 O1/O1/2015 through 03/31l2015 04/3Q/2015 04/01/2015 through 06/30/2015 07/31/2015 07lO1/2015 through 09/3Q/2015 10/31/2015 10/01/2015 through 12/31/2015 03/31/2016 Final Performance Report 10/O1/2013 through 12/31/2p15 03/31/2016 Interim Federal Financial Revort(SF 425� 10/Ol/2013 through 09/30/2014 10/31/2014 Final Federal Financial Report(SF 425� 10/Ol/2013 through 12/31/2015 03/31/2016 Deliverables 03/31/2016 CR1327-14-01 Page 4 of 4 ECWRPC Intergovernmental Agreement: City of Oshkosh � ,�-_ APPENDIX E: BUDGET JUSTIFICATION PROJECT NUMBER: 1550-2014-004 ECWRPC Intergovernmental Agreement: City of Oshkosh t ; � � Budget Justification (Original Award) GRANT PERIOD: Start: 1 October, 2013 End: 31 January, 2015 Aerospace Business Cluster Study (Federal: $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 total) 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).