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HomeMy WebLinkAbout38. 15-276 MAY 26, 2015 15-276 RESOLUTION (CARRIED___6-0_____LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE PROFESSIONAL SERVICE AGREEMENT WITH GREATER OSHKOSH ECONOMIC DEVELOPMENT CORPORATION TO COMPLETE AVIATION CLUSTER STUDY ($150,000) INITIATED BY: COMMUNITY DEVELOPMENT WHEREAS, in 2014 the City entered into an agreement with Explorer Solutions to complete an Aerospace Cluster Study for the proposed Aviation Business Park; and WHEREAS, since that time, the Greater Oshkosh Economic Development Corporation (GO-EDC) has been created, new staff has taken on duties of the Aviation Committee, as well as begun business outreach with aviation businesses; and WHEREAS, in order to be in a better position for the region to implement the Cluster Study in coming years, City staff is recommending that the existing agreement with Explorer Solutions be terminated and a new agreement be entered into with GO- EDC to complete the Aerospace Cluster Study. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that the existing professional service agreement with Explorer Solutions is hereby terminated. BE IT FURTHER RESOLVED that the proper City officials are hereby authorized to enter into a Professional Service Agreement with Greater Oshkosh Economic Development Corporation, in an amount not to exceed $150,000, in substantially the same form as attached hereto, any changes in the execution copy being approved by their respective signatures, and to take those steps necessary to implement said Agreement. Money for this purpose is hereby appropriated from account: Acct. No. 504-1040-6450-00000 TIF#26 Aviation Business Park OJHKO/H TO: Honorable Mayor and Members of the Common Council FROM: Allen Davis Community Development Director DATE: May 21, 2015 RE: Approve Professional Service Agreement with GO-EDC to complete Aerospace Cluster Study for Aviation Business Park ($150,000) BACKGROUND In March, 2013, the City of Oshkosh and Winnebago County partnered to purchase 80 acres of land for the Aviation Business Park (TID #26). Working with East Central Wisconsin Regional Planning Commission, Winnebago County and Chamco, the City was awarded $451,000 in grants from the Department of Defense (DoD) to further plan, develop and market an Aerospace and Aviation market niche that best fits with Oshkosh and Wittman Field. ANALYSIS In May, 2014, the city hired a consultant, Explorer Solutions, to begin work on developing the market niches and recruit businesses for the business park. That work has progressed to the point that there are now 4 airports included in the study, and two market niches to best fill the aviation business park. In the mean time, GO-EDC has since recruited staff, taken on the duties for the Aviation Committee, and has begun business outreach with aviation businesses. Now is the time to award the completion of the project to GO-EDC and better position the region for implementation in 2016 and 2017. The project includes identifying and recruiting businesses that would be the best fit for Wittman, Fond du lac County, Outagamie County, and Austin Straubel airports. The project also includes a short-term market niche — Maintenance Repair and Overhaul (MRO) and long term market niche — Additive Manufacturing (or 3-D printing) for the aviation industry. When Explorer Solutions was awarded the first part of the project, GO-EDC was just in its infancy in May, 2014. Explorer Solutions has advanced the project to the point where local economic development professionals at GO-EDC staff and GO-EDC Aviation Committee members will complete the project in 2015, and prepare for implementation in 2016 and 2017. FISCAL IMPACT GO-EDC's services will be paid from the DoD grant funds awarded to the City. City staff time is counted as matching funds for the DoD grant. RECOMMENDATION City Council approves the professional services agreement with GO-EDC to complete the Aerospace Cluster Study for the Aviation Business Park ($150,000). Approved, mod--may%� City Manager CONSULTANT AGREEMENT THIS AGREEMENT, made on the day of May, 2015, by and between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and the GREATER OSHKOSH ECONOMIC DEVELOPMENT CORPORATION, hereinafter referred to as the CONSULTANT, WITNESSETH: That the CITY and the CONSULTANT, for the consideration hereinafter named, agree as follows: ARTICLE I. PROJECT MANAGER A. Assignment of Project Manager. The CONSULTANT shall assign the following individual to manage the project described in this contract: Jason White, Chief Executive Officer B. Changes in Project Manager. The CITY shall have the right to approve or disapprove of any proposed change from the individual named above as Project Manager. The CITY shall be provided with a resume or other information for any proposed substitute and shall be given the opportunity to interview that person prior to any proposed change. ARTICLE II. 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 IT IS AGREED by and between the parties as follows: A. The amended Intergovernmental Agreement between the City of Oshkosh and East Central Wisconsin Regional Planning Commission (ECWRPC) dated October 29, 2014 to undertake an aviation/ aerospace business cluster study and Aviation Business Park development 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 take responsibility for certain tasks and deliverables set forth in the DoD-OEA grant including 1) Defining a long term strategy cluster; 2) Creating a steering committee of manufacturers and strategic partners to guide development of the long term strategy cluster and the maintenance, repair and overhaul cluster (the Clusters); 3) Identifying aviation/aerospace cluster workforce needs and gaps and developing a strategy to meet those needs/fill gaps for the Clusters; and 1. 4) Identifying industry and supply chain needs and gaps and developing a strategy to meet those needs/fill gaps for the Clusters. The cost for said services shall be $150,000 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. B. 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. C. 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. All services shall be performed to the full scope as contemplated in the Intergovernmental Agreement between the City and East Central Wisconsin Regional Plan Commission dated August 4, 2014 and to the same standard as if performed by the City. D. Consultant shall not sublet or assign this Agreement without prior written consent from City. E. Nondiscrimination in Employment 1) 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. 2) 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. F. Equal Employment Opportunity 1) 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. 2) 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 (Pl. 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 not. 2 3) 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 CFR Part 60). 4) 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. G. Errors and Omissions 1) 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. 2) 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. H. Conflict of Interest 1) 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. 2) 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 will review and written approval is required for Consultant to continue to perform work under this Agreement. I. Certification Regarding Lobbying. Consultant certifies, by entering into this Agreement with the City, that it complies with and will properly execute and file with the City, the Office of Economic Adjustment Certification Regarding Lobbying, attached to this Amendment and incorporated herein by reference. J. Certification Regarding Debarment 1) Consultant certifies, by entering into this Agreement, that it and its principals (a) are not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) have not been convicted of or had a civil judgment rendered against them within the previous three years; (c) are not indicted or otherwise criminally or civilly charged bya government entity; and (d) have not had one or more public transactions terminated for cause or default within the previous three years. 2) 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. 3 K. Disadvantaged Business Utilization 1) 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 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. 2) 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. 3) Consultant shall maintain records and document its performance under this item. ARTICLE IV. CITY RESPONSIBLITIES The CITY shall furnish, at the CONSULTANT'S request, such information as is needed by the CONSULTANT to aid in the progress of the project, providing it is reasonably obtainable from CITY records. To prevent any unreasonable delay in the CONSULTANT'S work the CITY will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. ARTICLE V. TIME OF COMPLETION All work to be performed under this contract shall be completed on or before December 31, 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 $150,000 to complete the work set forth in Article III A. B. Method of Payment. The City shall pay the Consultant $21,428.57 per month for the months from June to December 2015. C. Additional Costs. Costs for additional services shall 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. 4 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, his agents or assigns, his employees or his subcontractors related however remotely to the performance of this Contract or be caused or result from any violation of any law or administrative regulation, and shall indemnify or refund to the CITY all sums including court costs, attorney fees and punitive damages which the CITY may be obliged or adjudged to pay on any such claims or demands within thirty (30) days of the date of the CITY'S written demand for indemnification or refund. ARTICLE VIII. INSURANCE The CONSULTANT shall provide insurance for this project that includes the CITY as an additional insured. The specific coverage required for this project are identified on a separate document. ARTICLE IX. TERMINATION 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 written notice to the CONSULTANT. In this event, the CONSULTANT shall be entitled to 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. 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. ARTICLE X. RECORDS All reports, computer files, correspondence, memorandum and other 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. 5 ARTICLE XI. Cooperation in Litigation and Audits Consultant 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 Consultant is a named party and Consultant 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 Consultant'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; to appearing at the request of the City to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the City all pertinent information related to any Litigation or Audit; and (iv) providing information and legal representations to auditors in a form and within a timeframe requested. City shall reimburse Consultant 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. Consultant shall not be entitled to additional compensation for employee services provided under this paragraph. ARTICLE XII. No Partnership or Joint Venture Nothing contained in this Agreement or any other documents executed pursuant to this Agreement shall be deemed or construed as creating a partnership or joint venture between the City and the Consultant or between the City and any other person, or cause the City to be responsible in any way for the debts or obligations of the Consultant or any other person or cause the Consultant to be responsible in any way for the debts or obligations of the City or any other person. Each party represents, warrants and agrees, for itself and its successors and assigns, not to make any assertion inconsistent with its acknowledgement or with the acknowledgement and agreement contained in the preceding sentence in the event of any action, suit or proceeding, at law or in equity, with respect to the transactions which are the subject of this Agreement and this paragraph may be pleaded and construed as a complete bar and estoppels against any assertion by or for a party and its successors and permitted assigns, that is inconsistent with its acknowledgement and agreement contained in the preceding sentence. Nothing contained in this agreement shall constitute or be construed as creating a partnership or joint venture among the parties. 6 ARTICLE XII. 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 XIV. Whole 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. ARTICLE XV. No Third-Party Beneficiaries This AGREEMENT gives no rights or benefits to anyone other than CITY and CONSULTANT and has no third-party beneficiaries. ARTICLE XVI. 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. ARTICLE XVII. Severability If any term, convenant, 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 XVIII. Governing Law /Jurisdiction and Venue The laws of the State of Wisconsin shall govern the interpretation and construction of this Agreement. Winnebago County shall be the venue for all disputes arising under this Agreement. [balance of this page left intentionally blank] 7 In the Presence of: Greater Oshkosh Economic Development Corporation By: Jason E. White, CEO, (Seal of Contractor if a Corporation.) By: CITY OF OSHKOSH By: Mark A. Rohloff, City Manager (Witness) And: (Witness) Pamela R. Ubrig, City Clerk I hereby certify that the necessary provisions have been made to pay the liability which will Approved: accrue under this contract. City Attorney Finance Director 8 Office of Economic Adjustment CERTIFICATION REGARDING LOBBYING 9 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 Consultant By: By: Mark Rohloff, City Manager Jason E. White, GO-EDC City of Oshkosh Date: Date: 10