HomeMy Public PortalAboutRES-CC-2014-08Resolution #08-2014
A RESOLUTION APPROVING A CONTRACT BY AND BETWEEN THE CITY OF MOAB AND THE
GOVERNOR'S OFFICE OF ECONOMIC DEVELOPMENT FOR THE BUSINESS EXPANSION AND
RETENTION (BEAR) PROGRAM AND BUSINESS RESOURCE CENTER
Whereas, the governing body of the City of Moab desires to enter into an agreement with the
state of Utah Governor's Office of Economic Development to fund a Business Resource Center;
and
Whereas, the Contract has been presented to this meeting of the City Council.
NOW THEREFORE, WE, THE GOVERNING BODY OF THE CITY OF MOAB DO HEREBY ADOPT THE
CONTRACT IN SUBSTANTIALLY THE FORM PRESENTED TO THIS MEETING OF THE CITY COUNCIL,
AND AUTHORIZE THE APPROPRIATE INDIVIDUALS TO EXECUTE AND DELIVER SAID AGREEMENT.
This resolution shall take effect immediately upon passage.
Passed and adopted by action of the Governing Body of Moab City in open session this
14h day of January, 2014.
CITY OF MOAB
By:
David L. Sakrison
Mayor
Attest:
Rachel E. Stenta
City Recorder
Resolution #08-2014 Page 1 of 1
GOED
Moab City
217 East Center Street
Contract #
STATE OF UTAH CONTRACT
1. CONTRACTING PARTIES: This contract is between the following agency of the State of Utah:
Department Name: Governor's Office of Economic Development Agency Code: 060 Division Name:
, referred to as (STATE), and the following CONTRACTOR:
LEGAL STATUS OF CONTRACTOR
Name [ ] Sole Proprietor
[ ] Non -Profit Corporation
[ ] For -Profit Corporation
Address [ ] Partnership
[x] Government Agency
Moab UT 84532
City State Zip
Contact Person Ken Davey Phone # (435) 259-5121 Email ken@moabcity.org
Vendor# 87-6000248 Commodity Code#
. GENERAL PURPOSE OF CONTRACT: The general purpose of this contract is to provide: Business Expansion and Retention visits. surveys and
training..
3. PROCUREMENT: This contract is entered into as a result of the procurement process on RX#, , FY Bid# or a �re
approved sole source authorization (from the Division of Purchasing) # SS
4. CONTRACT PERIOD: Effective Date July 1, 2013 Termination Date June 30, 2014 unless terminated early or extended in accordance with the terms
and conditions of this contract. Renewal options (if any)
All payments under this contract will be completed within 90 days after the Termination Date.
5. CONTRACT COSTS: CONTRACTOR will be paid a maximum of $ 27,500.00 for costs authorized by this contract. Additional information
regarding costs:
6. ATTACHMENT A: Scope of Work
ATTACHMENT B: Division of Purchasing's Standard Terms and Conditions
ATTACHMENT C: Grand County Application for Business Expansion and Retention Program and Business Resource Center
Any conflicts between Attachment B and Attachment C will be resolved in favor of Attachment B.
7. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED:
a. All other governmental laws, regulations, or actions applicable to the goods and/or services authorized by this contract.
b. Utah State Procurement Code, Procurement Rules, and CONTRACTOR'S response to Bid #
dated
IN WITNESS WHEREOF, the parties sign and cause this contract to be executed.
CONTRACTOR STATE
Contractor's signature Date
Type or Print Name and Title
Agency's signature
Director, Division of Purchasing
Director, Division of Finance
Date
Date
Date
Agency Contact Person Telephone Number
Fax Number Email
State of Utah BEAR Contract
October 15, 2013
ATTACHMENT A
SCOPE OF WORK
State of Utah Contract
Business Expansion and Retention Program Overview (BEAR )
The State of Utah through BEAR, Utah Code 63M-1-903(c), is providing funding to promote business and economic development in rural areas of the state by assisting local
economic development efforts in providing business outreach services to aid in the growth of local businesses and the creation or retention of employees.
The Grand County Vision:
• Improve existing businesses' ability to strengthen their existing customer base, grow their customer base and retain quality employees;
• Improve communication and problem -solving opportunities between local businesses and local government to improve the local business climate for business to
succeed and grow;
Improve collaboration between BEAR partners to better address workforce needs;
Work with businesses on issues involving recniiting/retainingrtraining employees and managers;
• Provide training to Moab businesses to better manage modem marketing techniques and strategies;
• Target opportunities for business to retain and increase `good money" coming into Moab through tourism, limited small business manufacturing and opportunities
that will arise with the new USU campus currently being planned;
• Retain and increase "neutral money" circulating in Moab — business serving the local population; and
• Decrease "bad money" flowing out of the community — in collaboration with the Moab Chamber of Commerce, initiate a "Local Supplier List" to encourage
businesses to choose in -state supplier options, and where possible, within Grand County.
SCOPE OF WORK:
To conduct visits to various local businesses, consult and assist businesses, identify and train based on needs assessed in interviews, develop BEAR website and social media
network, conduct online training and information technology trainings, develop "Bring it Home" local supplier guide and fund Business Resource Center in Grand County.
Q1 Q2 Q3 Q4 Total
Business Visits: 15 25 25 5 75
Client follow up.consult
by client 10 10 12 13 50
Business Trainings 2 2 2 2 8
IT Events 1 1 1 0 3
Local Supplier Guide 0 1 0 0 1
Website and Social Media 0 0 1 0 1
Online
ADMINISTRATION AND OVERSIGHT:
The Governor's Office of Economic Development (GOED) will provide administrative oversight of the visits, consulting. training, intemet campaign and the Business Resource
Center as well as maintain decision authority and act as fiscal agent.
BUDGET:
Grand County Appropriated Funds:
75 Business Client visits @ $100 each
Assistance/Consulting on Specific Needs (30 Clients, $300 Each)
Conduct Business Training (8 per invoice)
BEAR Website and Social Media
Online Trainings (4 at $250 Each)
Information Technology Trainings (3 Sessions $250 Each)
BEAR Software Renewal
Develop "Bring it Home" Local Supplier Guide
$7,500.00
$9,000.00
$5,000.00
$2,500.00
$1,000.00
$750.00
$750.00
$1.000.00
Total $27,500.00
CONTACT PERSON:
Daniel Royal of GOED's Office of Rural Development (droyal@utah.gov or 801.538.8687) will be the contact person to consult with the contractor on a regular basis.
Ken Davey from Grand County will be the contact person to consult with the state on a regular basis.
DELIVERABLES AND REPORTS:
Quarterly reports, or other metrics requested by GOED, during the effective term of this contract will provide metrics comprised of the number of company visits conducted as
well as professional training, information technology program training, social media campaign and website and "Bring it Home- guide. Other data to be reported will include
jobs retained and created, public and private investments by business. The reports will demonstrate the increased awareness of the County's efforts to support the business
community through increased participation in business activities, calls to the County economic development staff, and requests for assistance through state programs, as well as
economic gardening and training.
Payments will be made quarterly based on the successful submission of reports and documentation of activities performed as required by GOED.
State of Utah BEAR Contract
October 15, 2013
ATTACHMENT B: STATE OF UTAH STANDARD TERMS AND CONDITIONS
1. AUTHORITY: Provisions of this contract are pursuant to the authority set forth in 63G-6, Utah Code Annotated, 1953, as amended, Utah State Procurement Rules (Utah Administrative Code
Section R33), and related statutes which permit the State to purchase certain specified services, and other approved purchases for the State.
2. CONTRACT JURISDICTION, CHOICE OF LAW, AND VENUE: The provisions of this contract shall be governed by the laws of the State of Utah. The parties will submit to the
jurisdiction of the courts of the State of Utah for any dispute arising out of this Contract or the breach thereof. Venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake
County.
3. LAWS AND REGULATIONS: The Contractor and any and all supplies, services, equipment, and construction furnished under this contract will comply fully with all applicable Federal and
State laws and regulations, including applicable licensure and certification requirements.
4. RECORDS ADMINISTRATION: The Contractor shall maintain, or supervise the maintenance of all records necessary to properly account for the payments made to the Contractor for costs
authorized by this contract. These records shall be retained by the Contractor for at least four years after the contract terminates, or until all audits initiated within the four years, have been
completed, whichever is later. The Contractor agrees to allow State and Federal auditors, and State Agency Staff, access to all the records to this contract, for audit and inspection, and monitoring
of services. Such access will be during normal business hours, or by appointment.
5. CERTIFY REGISTRATION AND USE OF EMPLOYMENT "STATUS VERIFICATION SYSTEM": The Status Venfication System, also referred to as "E-venfy", only applies to
contracts issued through a Request for Proposal process, and to sole sources that are included within a Request for Proposal. it does not apply to Invitation for Bids or to the Multi -Step Process.
5.1 Status Verification System
1. Each offeror and each person signing on behalf of any offeror certifies as to its own entity, under penalty of perjury, that the named Contractor has registered and is participating in the Status
Venfication System to venfy the work eligibility status of the contractor's new employees that are employed in the State of Utah in accordance with applicable immigration laws including UCA
Section 63G-12-302.
2 The Contractor shall require that the following provision be placed in each subcontract at every tier: "The subcontractor shall certify to the main (prime or general) contractor by affidavit that
the subcontractor has verified through the Status Verification System the employment status of each new employee of the respective subcontractor, all in accordance with applicable immigration
laws including UCA Section 63G-i2-302 and to comply with all applicable employee status verification laws. Such affidavit must be provided prior to the notice to proceed for the subcontractor
to perform the work."
3. The State will not consider a proposal for award, nor will it make any award where there has not been compliance with this Section.
4 Manually or electronically signing the Proposal is deemed the Contractor's certification of compliance with all provisions of this employment status verification certification required by all
applicable status verification laws including UCA Section 63G-12-302.
5.2 Indemnity Clause for Status Verification System
1. Contractor (includes, but is not limited to any Contractor, Design Professional, Designer or Consultant) shall protect, indemnify and hold harmless, the State and its officers, employees, agents,
representatives and anyone that the State may be liable for, against any claim, damages or liability arising out of or resulting from violations of the above Status Verification System Section
whether violated by employees, agents, or contractors of the following: (a) Contractor; (b) Subcontractor at any tier; and/or (c) any entity or person for whom the Contractor or Subcontractor may
be liable.
2. Notwithstanding Section I. above, Design Professionals or Designers under direct contract with the State shall only be required to indemnify the State for a liability claim that arises out of the
design professional's services, unless the liability claim arises from the Design Professional's negligent act, wrongful act, error or omission, or other liability imposed by law except that the design
professional shall be required to indemnify the State in regard to subcontractors or subconsultants at any tier that are under the direct or indirect control or responsibility of the Design Professional,
and includes all independent contractors, agents, employees or anyone else for whom the Design Professional may be liable at any tier.
6. CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of the State of Utah, unless disclosure has been made in accordance with 67-
16-8, Utah Code Annotated, 1953, as amended.
7. CONTRACTOR, AN INDEPENDENT CONTRACTOR: The Contractor shall be an independent contractor, and as such, shall have no authorization, express or implied, to bind the State to
any agreements, settlements, liability, or understanding whatsoever, and agrees not to perform any acts as agent for the State, except as herein expressly set forth. Compensation stated herein shall
be the total amount payable to the Contractor by the State. The Contractor shall be responsible for the payment of all income tax and social security amounts due as a result of payments received
from the State for these contract services. Persons employed by the State and acting under the direction of the State shall not be deemed to be employees or agents of the Contractor.
8. INDEMNITY CLAUSE: The Contractor agrees to indemnify, save harmless, and release the State of Utah, and all its officers, agents, volunteers, and employees from and against any and all
loss, damages, injury, liability, suits, and proceedings arising out of the performance of this contract which are caused in whole or in part by the acts or negligence of the Contractor's officers,
agents, volunteers, or employees, but not for claims arising from the State's sole negligence. The parties agree that if there are any Limitations of the Contractor's Liability, including a limitation
of liability for anyone for whom the Contractor is responsible, such Limitations of Liability will not apply to injuries to persons, including death, or to damages to property.
9. EMPLOYMENT PRACTICES CLAUSE: The Contractor agrees to abide by the provisions of Title VI and VII of the Civil Rights Act of 1964 (42USC 2000e) which prohibits discrimination
against any employee or applicant for employment or any applicant or recipient of services, on the basis of race, religion, color, or national origin; and further agrees to abide by Executive Order
No. l 1246, as amended, which prohibits discrimination on the basis of sex; 45 CFR 90 which prohibits discrimination on the basis of age; and Section 504 of the Rehabilitation Act of 1973, or the
Americans with Disabilities Act of 1990 which prohibits discrimination on the basis of disabilities. Also, the Contractor agrees to abide by Utah's Executive Order, dated March 17, 1993, which
prohibits sexual harassment in the work place.
10. SEPARABILITY CLAUSE: A declaration by any court, or any other binding legal source, that any provision of this contract is illegal and void shall not affect the legality and enforceability of
any other provision of this contract, unless the provisions are mutually dependent.
11. RENEGOTIATION OR MODIFICATIONS: This contract may be amended, modified, or supplemented only by written amendment to the contract, executed by authorized persons of the
parties hereto, and attached to the original signed copy of the contract. Automatic renewals will not apply to this contract.
1 2. DEBARMENT: The Contractor certifies that neither it nor its principals are presently or have ever been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded
from participation in this transaction (contract), by any governmental department or agency. If the Contractor cannot certify this statement, attach a written explanation for review by the State.
The Contractor must notify the State Director of Purchasing within 30 days if debarred by any governmental entity during the Contract period.
13. TERMINATION: Unless otherwise stated in the Special Terms and Conditions, this contract may be terminated, with cause by either party, in advance of the specified termination date, upon
written notice being given by the other party. The party in violation will be given ten (10) working days after notification to correct and cease the violations, after which the contract may be
terminated for cause. This contract may be terminated without cause, in advance of the specified expiration date, by either party, upon sixty (60) days prior written notice being given the other
party. On termination of this contract, all accounts and payments will be processed according to the financial arrangements set forth herein for approved services rendered to date of termination.
14. NONAPPROPRIATION OF FUNDS: The Contractor acknowledges that the State cannot contract for the payment of funds not yet appropriated by the Utah State Legislature. If funding to the
State is reduced due to an order by the Legislature or the Governor, or is required by State law, or if federal funding (when applicable) is not provided, the State may terminate this contract or
proportionately reduce the services and purchase obligations and the amount due from the State upon 30 days written notice. In the case that funds are not appropriated or are reduced, the State
will reimburse Contractor for products delivered or services performed through the date of cancellation or reduction, and the State will not be liable for any future commitments, penalties, or
liquidated damages.
15. SALES TAX EXEMPTION: The State of Utah's sales and use tax exemption number is i 1736850-010-STC, located at
http://purchasing.utah.gov contract/documents/salestaxexemptionformsigned.pdf. The tangible personal property or services being purchased are being paid from State funds and used in the
exercise of that entity's essential functions. If the items being purchased are construction materials, they will be converted into real property by employees of this government entity, unless
otherwise stated in the contract.
16. WARRANTY: The Contractor agrees to warrant and assume responsibility for all products (including hardware, firmware, and/or software products) that it licenses, contracts, or sells to the State
of Utah under this contract for a period of one year, unless otherwise specified and mutually agreed upon elsewhere in this contract. The Contractor (seller) acknowledges that all warranties
granted to the buyer by the Uniform Commercial Code of the State of Utah apply to this contract. Product liability disclaimers and/or warranty disclaimers from the seller are not applicable to this
contract unless otherwise specified and mutually agreed upon elsewhere in this contract. In general, the Contractor warrants that: (1) the product will do what the salesperson said it would do, (2)
the product will live up to all specific claims that the manufacturer makes in their advertisements, (3) the product will be suitable for the ordinary purposes for which such product is used, (4) the
State of Utah BEAR Contract
October 15, 2013
product will be suitable for any special purposes that the State has relied on the Contractor's skill or judgment to consider when it advised the State about the product, (5) the product has been
properly designed and manufactured, and (6) the product is free of significant defects or unusual problems about which the State has not been warned. Remedies available to the State include the
following: The Contractor will repair or replace (at no charge to the State) the product whose nonconformance is discovered and made known to the Contractor in writing. If the repaired and/or
replaced product proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full amount of any payments that have been made. Nothing in this warranty will be
construed to limit any rights or remedies the State of Utah may otherwise have under this contract.
17. PUBLIC INFORMATION: Contractor agrees that the contract, related Sales Orders, and Invoices will be public documents, and may be available for distribution. Contractor gives the State
express permission to make copies of the contract, related Sales Orders, and Invoices in accordance with the State of Utah Government Records Access and Management Act (GRAMA). Except
for sections identified in writing and expressly approved by the State Division of Purchasing, Contractor also agrees that the Contractor's response to the solicitation will be a public document, and
copies may be given to the public under GRAMA laws. The permission to make copies as noted will take precedence over any statements of confidentiality, proprietary information, copyright
information, or similar notation.
18. DELIVERY: Unless otherwise specified in this contract, all deliveries will be F.O.B. destination with all transportation and handling charges paid by the Contractor. Responsibility and liability
for loss or damage will remain with Contractor until final inspection and acceptance when responsibility will pass to the State except as to latent defects, fraud and Contractor's warranty
obligations.
19. ORDERING AND INVOICING: All orders will be shipped promptly in accordance with the delivery schedule. The Contractor will promptly submit invoices (within 30 days of shipment or
delivery of services) to the State. The State contract number and/or the agency purchase order number shall be listed on all invoices, freight tickets, and correspondence relating to the contract
order. The prices paid by the State will be those prices listed in the contract. The State has the right to adjust or return any invoice reflecting incorrect pricing.
20. PROMPT PAYMENT DISCOUNT: Offeror may quote a prompt payment discount based upon early payment; however, discounts offered for less than 30 days will not be considered in making
the award. Contractor shall list Payment Discount Terms on invoices. The prompt payment discount will apply to payments made with purchasing cards and checks. The date from which discount
time is calculated will be the date a correct invoice is received or receipt of shipment, whichever is later; except that if testing is performed, the date will be the date of acceptance of the
merchandise.
21. PAYMENT: Payments are normally made within 30 days following the date the order is delivered or the date a correct invoice is received, whichever is later. After 60 days from the date a
correct invoice is received by the appropriate State official, the Contractor may assess interest on overdue, undisputed account charges up to a maximum of the interest rate paid by the IRS on
taxpayer refund claims, plus two percent, computed similarly as the requirements of Utah Code Annotated Section 15-6-3. The IRS rate is adjusted quarterly, and is applied on a per annual basis,
on the invoice amount that is overdue. All payments to the Contractor will be remitted by mail, electronic funds transfer, or the State of Utah's Purchasing Card (major credit card).
22. PATENTS, COPYRIGHTS, ETC.: The Contractor will release, indemnify and hold the State, its officers, agents and employees harmless from liability of any kind or nature, including the
Contractor's use of any copyrighted or un-copyrighted composition, secret process, patented or un-patented invention, article or appliance furnished or used in the performance of this contract.
23. ASSIGNMENT/SUBCONTRACT: Contractor will not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this contract, in whole or in part, without the prior
written approval of the State.
24. DEFAULT AND REMEDIES: Any of the following events will constitute cause for the State to declare Contractor in default of the contract: I. Nonperformance of contractual requirements; 2.
A material breach of any term or condition of this contract. The State will issue a written notice of default providing a ten (10) day period in which Contractor will have an opportunity to cure
Time allowed for cure will not diminish or eliminate Contractor's liability for damages. If the default remains, after Contractor has been provided the opportunity to cure, the State may do one or
more of the following: i. Exercise any remedy provided by law; 2. Terminate this contract and any related contracts or portions thereof; 3. Impose liquidated damages, if liquidated damages are
listed in the contract; 4. Suspend Contractor from receiving future solicitations.
25. FORCE MAJEURE: Neither party to this contract will be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The
State may terminate this contract after determining such delay or default will reasonably prevent successful performance of the contract.
26. PROCUREMENT ETHICS: The Contractor understands that a person who is interested in any way in the sale of any supplies, services, construction, or insurance to the State of Utah is
violating the law if the person gives or offers to give any compensation, gratuity, contribution, loan or reward, or any promise thereof to any person acting as a procurement officer on behalf of the
State, or who in any official capacity participates in the procurement of such supplies, services, construction, or insurance, whether it is given for their own use or for the use or benefit of any other
person or organization (63G-6-1002, Utah Code Annotated 1953, as amended).
27. CONFLICT OF TERMS: Contractor Terms and Conditions that apply must be in writing and attached to the contract. No other Terms and Conditions will apply to this contract including terms
listed or referenced on a Contractor s website, terms listed in a Contractor quotation/sales order, etc. In the event of any conflict in the contract terms and conditions, the order of precedence shall
be: I. Attachment B: State of Utah Standard Terms and Conditions; 2. State of Utah Contract Signature Page(s); 3. State Additional Terms and Conditions; 4. Contractor Terms and Conditions.
28. ENTIRE AGREEMENT: This Agreement, including all Attachments, and documents incorporated hereunder, and the related State Solicitation constitutes the entire agreement between the
parties with respect to the subject matter, and supersedes any and all other prior and contemporaneous agreements and understandings between the parties, whether oral or written. The terms of
this Agreement shall supersede any additional or conflicting terms or provisions that may be set forth or printed on the Contractor's work plans, cost estimate forms, receiving tickets, invoices, or
any other related standard forms or documents of the Contractor that may subsequently be used to implement, record, or invoice services hereunder from time to time, even if such standard forms
or documents have been signed or initialed by a representative of the State. The parties agree that the terms of this Agreement shall prevail in any dispute between the terms of this Agreement and
the terms printed on any such standard forms or documents, and such standard forms or documents shall not be considered written amendments of this Agreement.
(Revision date: 12 July 2011)
State of Utah BEAR Contract
October 15, 2013