HomeMy WebLinkAboutGOEDC 6/12/2015AMENDMENT TO AGREEMENT
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This Amendment, made on the I �Y day of June, 2015, and entered into by and
between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and
GREATER OSHKOSH ECONOMIC DEVELOPMENT CORPORATION, hereinafter referred to
as GO-EDC. as follows:
WHEREAS, the CITY, in consultation with the Aviation Development Committee for the
Aviation Business Park, has terminated its contract with Explorer Solutions to undertake an
Aviation Business Cluster study; and
WHEREAS, the City has an existing Agreement with GO-EDC dated January 5, 2015 to
provide economic development technical assistance to the City; and
WHEREAS, GO-EDC has agreed to complete the Aviation Business Cluster Study.
NOW, THEREFORE, the existing Agreement between CITY and GO-EDC dated January 5,
2015 is hereby amended for the consideration hereinafter named, and the parties agree as
follows
ARTICLE I. PROJECT MANAGER
A. Assignment of Project Manager. The GO-EDC 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 individuai 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, O�ce of Economic Adjustment
(DoD-OEA) is included as part of this agreement by reference. GO-EDC 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 clusterworkforce needs and gaps and developing a
strategy to meet those needs/fill gaps for the Clusters; and
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. GO-EDC shall cooperate with City to provide ECWRPC information required to
submit SF 270 "Request for ReimbursemenY' (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. GO-EDC 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. GO-EDC 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, GO-EDC
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, GO-EDC agrees to take affirmative
action to ensure equal employment opportunities. GO-EDC 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) GO-EDC will, in all solicitations or advertisements for employees placed by or on
behalf of the GO-EDC, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, or national origin.
2) GO-EDC 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. GO-
EDC 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.
3) GO-EDC 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) GO-EDC 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) GO-EDC shall be responsible forthe accuracy of the services performed under this
Agreement, and shall promptly make necessary revisions or corrections to its services
resulting from i#s negligent acts, its errors or its omissions without additional
compensation. GO-EDC shall give immediate attention to these revisions or corrections to
prevent or minimize delay to the Project. GO-EDC shall be responsible for any losses to
or costs to repair or remedy as a result of the GO-EDC's negligent acts, errors, or
omissions.
2) GO-EDC 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) GO-EDC 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) GO-EDC warrants that it will immediately notify City if an actual or potential conflict
of interest arises or becomes known to GO-EDC. Upon receipt of such notification, City
will review and written approval is required for GO-EDC to continue to perform work under
this Agreement.
I. Certification Regarding Lobbying. GO-EDC 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) GO-EDC 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 by a government entity;
and (d) have not had one or more public transactions terminated for cause or default
within the previous three years.
2) GO-EDC agrees that it will not knowingly enter into any transaction with a person
who is debarred, suspended, declared ineligible, orvoluntarily excluded from participation
in this transaction unless authorized by the City and ECWRPC.
K. Disadvantaged Business Utilization
1) GO-EDC 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, GO-EDC 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. GO-EDC 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) GO-EDC 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) GO-EDC shall maintain records and document its performance under this item.
ARTICLE IV. CITY RESPONSIBLITIES
The CITY shall furnish, at GO-EDC'S request, such information as is needed by GO-EDC to aid
in the progress of the project, providing it is reasonably obtainable from CITY records.
To prevent any unreasonable delay in GO-EDC'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 GO-EDC for the performance of the con-
tract the total sum of $150,000 to complete the work set forth in Article III A.
B. Method of Payment. The City shall pay GO-EDC $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.
ARTICLE VIL GO-EDC TO HOLD CITY HARMLESS
The GO-EDC 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 GO-EDC, his agents or assigns, his employees
or his subcontractors related however remotely to the performance ofthis 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 GO-EDC 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 GO-EDC 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
GO-EDC. In this event, the GO-EDC 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 GO-EDC no later
than 10 calendar days before the termination date. If the CITY terminates underthis paragraph,
then the GO-EDC 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 GO-EDC as instruments of service shall remain the property of the
City. Any document related to this agreement, whether in electronic or paper form, is considered
a public record and shall be provided to the City upon request. The contractor may provide the
City with an explanation of why they believe any document should not be released to the public.
The City shall make all final determinations regarding the existence or release of any document
related to this agreement.
ARTICLE XI. C000eration in Litiqation and Audits
GO-EDC 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 judiciai proceeding (collectively "Litigation") or internal or
governmental Audit, with respect to matters relating to this Agreement; other than a third party
proceeding in which GO-EDC is a named party and GO-EDC 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 GO-EDC's employees available to the City (or their respective
insurers, attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations,
and providing declarations or affidavits that provide truthful information in connection with any
Litigation or Audit; (ii) appearing at the request of the City to give testimony without requiring
service of a subpoena or other legal process; (iii) volunteering to the City all pertinent information
related to any Litigation or Audit; and (iv) providing information and legal representations to
auditors in a form and within a timeframe requested.
City shall reimburse GO-EDC 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.
GO-EDC 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 orjoint venture between the
City and the GO-EDC 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 GO-EDC or any other person or cause
the GO-EDC 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.
ARTICLE XII. Aqreement Not to be Construed Against Anv Partv
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 otherdrafted this Agreement or
any ierm, covenant or condition contained herein.
ARTICLE XIV. Whole Aqreement
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 GO-EDC 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. Severabilitv
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. Governinq Law / Jurisdiction and Venue
The laws of the State of Wisconsin shall govern the interpretation and construction of this
Agreement. WinnebagoCountyshallbethevenueforalldisputesarisingunderthisAgreement.
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In the Presence of: Greater Oshkosh Economic Development Corporation
(Seal of Contractor
if a Corporation.)
BY: �. I/lli'V�
Jason E. White, CEO,
CITY OF OSHKOSH
By: /'/�--- /S��F��f�1�
Mark . Rohloff, City Manager
f
And:
, Ci Clerk
i���`��'�Q S o��e �I_ L eP��l�i C.I��rf�
- . ,
I hereby certify that the necessary provisions
have been made to pay the liability which will
App ved: � accrue under this contract.
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i A orney Finance Direc�or
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
By: � 7�Ot�f✓�
Mark R Ih oo ff City Manager
City of Oshkosh
Date: �� �I���J
For Consultant
By: Z���l/%7 �. " � k�`,� `r
ason E. White, GO-EDC
Date: (� 11I�5
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