HomeMy WebLinkAboutExplorer Solutions, Inc 3/2014 � •
AMENDMENT TO AGREEMENT
The City of Oshkosh ("City") and Explorer Solutions, Inc. ("Explorer") hereby agree to
amend the Agreement between City and Explorer dated March 28, 2014 as follows:
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 layoffs announced by Oshkosh Corporation, a large employer in the region
(the Grant Agreement is attached as Appendix D and incorporated by reference); and
WHEREAS, the Grant Agreement includes a subaward to the City to undertake a
Regional Aviation/Aerospace Business Cluster Development & Planning Assistance
project (Project) as set forth in the Scope of Services attached as Appendix A and
incorporated by reference; and
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 28th, 2014, which agreement has been amended to incorporate additional
services not included in the original agreement; and
WHEREAS, City and Explorer previously entered into an agreement for the
provision of services related to the Regional Aviation/Aerospace Business Cluster
Development & Planning Assistance project which included the option to include other
airports in the aerospace cluster study; and
WHEREAS, Fond du Lac County and Outagamie County desire to participate in
the Study; and
WHEREAS, ECWRPC is requiring the City as a condition of the City's amended
agreement with ECWRPC that the City include various provisions in its agreements with
its contractors including Explorer; and
WHEREAS, it is therefore necessary to amend the existing agreement between
the parties to include Fond du Lac County and Outagamie County and to include the
provisions as specified by ECWRPC.
NOW, THEREFORE, IT IS AGREED by and befinreen the parties as follows:
1. The Agreement between the City of Oshkosh and Explorer Solutions, Inc. dated March
28, 2014 is hereby amended to include the Fond du Lac County Airport and Outagamie
County Airport in the Aviation Aerospace Business Cluster Study as provided in
attachment 5.3 Optional Service for Other Airports to the Aerospace Cluster Study and
9.2 Budget Optional Services. The additional costs for these additional airports will be
$60,000 to be paid to Explorer Solutions, Inc. under the terms of the DoD OEA grant,
together with a 10% match from the City of Oshkosh, to be provided through services of
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the City's Director of Community Development in the minimum amount of $6000,
necessary for the DoD OEA Grant Funding.
Explorer Solutions, Inc. agrees to protect and hold the City of Oshkosh, Fond du Lac
County and Outagamie County 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 Explorer, its agents, 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 or Counties all sums including court costs, attorney fees
and punitive damages which the City or Counties may be obliged or adjudged to pay on
any such claims or demands within thirty (30) days of the date of written demand for
indemnification or refund.
Explorer shall provide insurance for this project that includes the City of Oshkosh, Fond
du Lac County and Outagamie County as an additional insured. The specific coverage
required for this project is identified on a separate document that was made a part of the
original agreement between the parties.
2. Explorer 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.
3. Explorer 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.
4. Subletting or Assignment of Agreement
a) Explorer Solutions shall not sublet or assign any part of this agreement without prior
written approval of the City unless previously authorized as part of the approved
scope of services.
b) Consent to assign, sublet, or otherwise dispose of any portion of the agreement
shall not be construed to relieve Explorer Solutions of any responsibility for the
fulfillment of the agreement.
c) If Explorer Solutions subcontracts a portion of the services, the subcontract shall
provide for the performance of the services to the full scope as contemplated in this
agreement and to the same standards and concept as if perFormed by Explorer
Solutions.
d) No subcontracting and assignment of any services under this agreement shall
state, imply, intend, or be construed to limit the legal liability of Explorer Solutions or
the sub-contract.
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5. Nondiscrimination in Employment
a) In connection with the performance of services under this Agreement, Explorer
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, Explorer agrees to take affirmative action
to ensure equal employment opportunities. Explorer agrees to post in conspicuous
places, available for employees and applicants, notices setting forth the provisions of
the nondiscrimination clause.
6. Equal Employment Opportunity
a) Explorer will, in all solicitations or advertisements for employees placed by or on
behalf of the Explorer, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, or national origin.
b) Explorer 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. Explorer 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 not.
c) Explorer 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).
d) Explorer 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.
7. Errors and Omissions
a) Explorer 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. Explorer shall give immediate attention to these revisions or
corrections to prevent or minimize delay to the Project. Explorer shall be responsible
for any losses to or costs to repair or remedy as a result of the Explorer's negligent
acts, errors, or omissions.
b) Explorer 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.
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8. Conflict of Interest
a) Explorer 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) Explorer warrants that it will immediately notify City if an actual or potential conflict of
interest arises or becomes known to Explorer. Upon receipt of such notification, City
will review and written approval is required for Explorer to continue to perform work
under this Agreement.
9. Certification Regarding Lobbying. Explorer 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.
10.Certification Regarding Debarment
a) Explorer 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) Explorer 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.
11.Disadvantaged Business Utilization
a) Explorer 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, Explorer 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. Explorer shall 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) Explorer 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) Explorer shall maintain records and document its perFormance under this item.
[SIGNATURE PAGE TO FOLLOW]
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For CITY For Explorer
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Mark ohloff, City Manager Christian Perreault, Senior Partner
City of Oshkosh Explorer Solutions
Date: ���3 � �6 )�� Date: -1c�.� �-t �� , �.Ut�
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Allen Davis, Community Development Director
City of Oshkosh
Date: .3 ���261�
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Pamela R. Ubrig, City Clerk
City of Oshko h
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Trena Larson, Finance Director
City of Oshkosh
Date: 3�0� � IJ
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A. orenson, ' A orney
City of Oshkosh
Date: ��?j`�t�
OFFICE OF ECONOMIC ADJUSTMENT
CERTIFICATION REGARDING LOBBYING
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 CITY For EXPLORER
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Mark Rohloff, City Manager
City of Oshkosh
Date: �I3 I 2d I_5 Date: �e C !1 � aP!`7(