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HomeMy Public PortalAboutRES-CC-2006-26Resolution # 26-2006 A RESOLUTION APPROVING THE INTERLOCAL AGREEMENT AS TO THE FUNDING OF ECONOMIC DEVELOPMENT INCUBATOR SERVICES FOR THE DEVELOPMENT OF A DIGITAL MEDIA INDUSTRY CLUSTER BY AND BETWEEN GRAND COUNTY, UTAH AND THE CITY OF MOAB, UTAH WHEREAS, the City of Moab ("City") and Grand County ("County") have determined that the creation of a digital media industry economic cluster will provide opportunities for local businesses and entrepreneurs; and WHEREAS, the State of Utah has entered into a contract ("Contract") with Grant County providing for the administration of said grant funds; and WHEREAS, the City and County have determined that City administrative staff are best situated at this time to administer and oversee the provisions of the Contract; and WHEREAS, the Interlocal Agreement as to the Funding of Economic Development Incubator Services for the Development of a Digital Media Industry Cluster by and between Grand County and the City of Moab is attached to this resolution; and WHEREAS, said Agreement provides for the City's administration of the provisions of the Contract. NOW THEREFORE, WE THE GOVERNING BODY of the City of Moab do hereby approve the attached Interlocal Agreement and authorize the appropriate parties to execute and deliver said agreement. PASSED AND APPROVED in open Council by a majority vote of the Governing Body of Moab City Council on October 10, 2006. SIGNED: • David L. Sakrison, Mayor EST: Rachel Ellison, Recorder Resolution #26-2006 Page 1 of 1 07/28/2006 08:48 43525q GRAND COUNTY CE 'IL PAGE 02 CONTRACT AMENDMENT Arinendment #1 Contract # 061787 TO BE ATTACHED TO AND MADE A PART OF the above numbered Contract by and between the State of Utah, Governor's Office of Economic Development, referred to as STATE, and the Grand County, referred to as CONTRACTOR. REASON FOR AMENDMENT: To extend the Contract term to 31 Dec 2006. The parties agree to arrnend ihe Contract as follows: a. Contract Agreemelnt, page 1, paragraph 4., is amended to read: 4. CONTRICT PERIOD: This Contract is effective 1 December 2005 and will terminate 31 December 2006, unless otherwise extended or terminated in accordance with the terms and conditions of this Contract, Effective Date: 30 June 2006 All conditions and terrris in the original Contract, riot specifically modified hereby, remain the same. IN WITNESS WHEREOF, the arties sign and cause this Amendment to be executed. Grand County State Joettc an Hasa Chair, rand County Council Manager Rural Development Director, Governor's Office of Economic Development Director, Division of Purchasing Director, Division of Finance 4 07/28/2006 08:48 43525 '4 GRAND COUNTY C AIL PAGE 03 1. Legal Status of Contractor ( ) Sole Proprietor 0) Non -Profit Corporation ( ) For -Profit Corporation Referred to as GRANTEE or CONTRACTOR () Prnmp Goveernm Federal Tax ID No 87-6000304 (x) Goental Agency Vendor Number: Commodity Code: 99999 Agency Code:060 CONTRACT CONTRACTING PARTIES: This agreement is between the State of Utah, Governor's Office of Economic Development, referred to as STATE, and Grand County 89 East Center Moab, UT 84532 2. GENERAL PURPOSE OF CONTRACT: To provide small business incubator services consistent with those delivered by a Business Resource Center for digital media entrepreneurs in Grand County. 3. PROCUREMENT; This contract is entered into as the result of the procurement process on requisition #: GRANT 4. CONTRACT PERIOD; This contract is effective 1 December 2005 and will terminate on 30 June 2006, unless otherwise extended or terminated in accordance with the terms and conditions of this contract. 5. CONTRACT COSTS: GRANTEE will be paid a maximum of $22,000 for costs authorized by this contract, pursuant to the provisions of Attachment B. 6. ATTACHMENTS INCLUDED AS PART OF THIS CONTRACT: Attachment A - Standard Terms & Conditions Attachment B — Scope of Work and Special Provisions In the event of conflict between the provisions of Attachment A and the provisions of other attachments to this Contract, the provisions of Attachment A shall prevail. 7. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED HERETO: a. All other governmental laws, regulations, or actions applicable to services provided herein. 8. AUDIT REQUIREMENTS: a. This Contract shall be subject to financial audit by the DCED Financial Manager, or someone designated by that officer. IN WITNESS WHEREOF, the parties sign and cause this contract to be executed. Grand County By: Diana Carroll Manager, Rural Development Progrnm Director, Governors Office of Economic Development Finance Manager, Governors Office of Economic Development Director, Division of Finance Director, Division of Purchasing 7 07/28/2006 08:48 43525r '4 GRAND COUNTY AIL PAGE 04 2005 Grand County Economic Development Grant Contract 1 December 2005 Page 2 2. 3, ATTACHMENT A: ST.2.1fRARICERM AND CONDITIQNS AUTIIORiT'y: Provisions of this contract are pursuant to the authority set forth in 63-56, Utah Code Annotated. 1953, as amended, Utah State Procurement Rides ( Ttah Administrative Code Section R33), and related statutes which permit the State to purchase pertain specified services, and other approved purehases for the State. CONTRACT JURISDICTION, CHOICE OF LAW, AND VENUE: The provisions of this contract shallbe 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 Take County. LAWS ANI1 REGULATIONS: Any and all supplies, services and equipment furnished will comply fully with all, applicable Federal and State Iaws and regulations. 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 .Fedtra.l auditors, and State Agency Staff, access to allthe records to this contract, for audit and .inspection, and monitoring of services. Such access will be during normal business hours, or by appointment, 5. CONFLICT OF i.NTEREST: Contraetor represents that none of its ofiicers or employees are officers or employees of the State of Utah, unless disclosure has been made in accordance with 67-16-8, Utah Code Antnptated, 1953, as amended. 6. 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, settlernents, liability, or understanding whatsoever, and. agrees .not to perform any acts as agent for the State, except as herein expressly sot 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. 7, 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 negligence of the Contractor's officers, agents, volunteers, or employees, but not for claims arising from the State's sole negligence. 8, EQUAL OPPORTUNITY 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 rue, religion, color, or national origin; a.nd further agrees to abide by Executive Order No. 11246, 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 tbo Rehabilitation Act of 1.973, 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 F.xccutive Order, dated March 17, 1993, which prohibits sexual harassment in the work place, 9. 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, 10. RENEGOTIATION OR MODIFiCA,TION$: This contract may be amended, modified, or supplemented only by written amendment to the contract, executed by the same persona or by persons holding the same position as persons who signed the original agreement on behalf of the patties hereto, and attached to the original signed copy of the contract, 11. DEBARMENT: The Contractor certifies that neither it nor its principals arc .presently 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. ci o , 07/28/2006 08:48 43525( '4 GRAND COUNTY CIL PAGE 05 2005 Grand County Economic Development Grant Contract 9 December 2005 Page 3 2, 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 he terminated without cause, in advance of the specified expiration date, by either party, upon 90 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. 13. NONAPPRO.PRIATiON OIL FUNS: 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 Govcmor, 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, 14. SALES TAX EXEMPTION: The State of Utah sales and. use tax cxempti.on number is E33399. 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. 15. 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 o FUtah apply to this contract. Product lia.bility disclaimers and/or warranty. disclaimer from the seller arc not applicable to this contract unless otherwise specified and mutually agreed upon. elsewhere in this contract. In general, the contractor warrants that: (l.) the product will, do what the salesperson said it would do, (2) the product wi1.1 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 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 ((,) 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 wiil.l 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 purposc, 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, 16. PUBLIC INFORMATION: Contractor agrees that the contract will be a public document, and may be available for distribution. and Contractor gives the State express permission to make copies of the contract and/or of the response to the solicitation in accordance with the State of Utah Government Records Access and Management Act. The permission to make copies as noted will take precedence over any statements of confidentiality. proprietary information, copyright information, or similar notation, 1.7. 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 Contra.ctor's warranty obligations. 18. 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. 19_ PAYMENT: Payments are normally made within 30 clays following the date the order is delivered or the date a correct invoice is received, whichever is later. All payments to the Contractor will be remitted by mail unless paid by the State of Utah's Purchasing Card, o o 07/28/2006 08:48 43525' -4 GRAND COUNTY IL PAGE 06 2005 Grand County Economic Development Grant Contract 1 December 2005 Page 4 20, 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 inn -copyrighted composition, secret process, patented or un-patented invention, article or appliance furnished or used in the performance of this contract. 21, ASSIGNMENT/SUBCONTRACT: Contractor will not assign, sell., ttansfer, subcontract or sublet rights, or delegate responsibilities under this contract, in whole or in part, without the prior written approval of the State, 22. DEFAULT AND REWIRES: Any of the following events will constitute cause for the State to declare Contractor in default of the contract: 1. 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 ton (J 0) day period in. which Contractor will have an opportunity to cure, Time allowed. for curc 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: 1. Exercise any remedy provided by law; 2. Terminate this contract and any related contracts or portions thereof; 3. Impose liquidated damages, if liquidated damages arc listed in the contract; 4. Suspend Contractor from receiving future solicitations. 23, FORCE MAJEURE: Neither party to this contract will beheld responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond thatparty's reasonable control. The State .may terminate this contract after determining such delay or default will reasonably prevent successful performance of the contract. 24, PROCUREMENT ETHICS; The Contractor understands that aperson 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 (63-56-73, Utah Code Annotated, 1.953, as amended), 25. CONFLICT OF TERMS: Contractor Terms and Conditions that apply must be in writing and attached to the contract. Noother 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: 1. State Standard Terms and Conditions; 2. State Special Terms and Conditions; 3. Contractor Terms and Conditions. (Revision date: Nov 21, 2003) 07/28/2006 08:48 43525 ;4 GRAND COUNTY C 'CIL PAGE 07 2005 Grand County Grant Contract 7 December 2005 Pegs 5 ATTACHMENT SCOPE flF WQ AND SPECIAL PROV SONS i. SCOPE OF WORK: STATE agrees to provide GRANTEE with up to $22,000 to provide a physical location where digital media entrepreneurs can obtain information, and consultation to assist them in establishing successful businesses. Provide a minimum of $1 5,000.00 of digital equipment for local film business use at the media center Hereinafter, the work to be accomplished pursuant to this Contract shall be referred to as the "Project." 3. ROLE OF GRANTEE; GRANTEE shall have responsibility and authority to carry out and to complete the Project not later than the termination date of this Contract, upon the following terms: a. GRANTEE will provide a physical location(s) where digital media entrepreneurs from Grand County can obtain information, and consultation in establishing successful businesses. b. GRANTEE will provide STATE with outcome of grant funded activities progress reports and a final report summarizing the . Reports shall be in a format as approved by STATE. c. GRANTEE will provide STATE with outcome of grant funded activities. progress reports and a final report summarizing the Reports shall be in a format as approved by STATE 3. SCHEDULE OF PAYMENTS: The STATE will make payment of funds to GRANTEE in the amount of not more than $22,000 as follows: a. $20,000 upon execution of this Grant Contract, written documentation from Lester Prall, Director of the Utah Smart Site Program, that all proposed expenditures are consistent with the establishment of a County media center, and submission of an invoice. b) $2,000 upon receipt of GRANTEE'S final report. 4. CONTACT PERSON: Each party to this Contract shall designate a Contact Person who will be the point of contact for coordination and consultation with respect to all matters relating to administration, coordination and performance of the terms and conditions hereunder. STATE designates Lester Prall as its Contact Person. The GRANTEE designates Ken Davey as its Contact Person. 5. NOTICE; GRANTEE agrees to immediately notify the STATE if, during the course of this Contract, a change or reorganization occurs that affects the purposes of, or its ability to perform under, the terms and conditions of this Contract. Changes or reorganizations that require such notification to STATE include, but are not limited to the following, a. Material change in the amount or type of facilities, assistance, or staff provided by GRANTEE to facilitate this Contract. b. Any other change or reorganization that the GRANTEE reasonably expects would be of interest or value to the STATE in the administration of this Contract. o INTERLOCAL AGREEMENT AS TO THE FUNDING OF ECONOMIC DEVELOPMENT INCUBATOR SERVICES FOR THE DEVELOPMENT OF A DIGITAL MEDIA INDUSTRY CLUSTER BY AND BETWEEN GRAND COUNTY, UTAH AND MOAB CITY, UTAH WHEREAS, the City of Moab ("City") and Grand County ("County") have determined that the creation of a digital media industry economic cluster will provide opportunities for local businesses and entrepreneurs; and WHEREAS, the State of Utah has recognized the value of developing a digital media industry economic cluster in Southeast Utah and has awarded a Business Resource Center Grant ("Grant") to the County to facilitate the development of business incubator services for local digital media companies and entrepreneurs; and WHEREAS, the State of Utah has entered into a contract ("Contract") with Grand County providing for the administration of said grant funds; and WHEREAS the City and County have determined that City administrative staff are best situated at this time to administer and oversee the provisions of the Contract; and WHEREAS pursuant to the Interlocal Cooperation Act (Section 11-13-1 et. seq. Utah Code, Annotated) and for the mutual benefit of the citizens and inhabitants of the City and the County, the City and County hereby agree as follows: 1. Purpose. The purpose of this agreement is to provide digital media economic incubator services for local businesses and entrepreneurs. The aim is to develop ongoing, self- sustaining incubator services, specifically, affordable access to equipment and training. 2. Provision of Services. The City shall act as a subcontractor in fulfilling the terms and conditions of the Contract, which is attached as Exhibit A to this Agreement. The County, upon receipt of the grant revenues from the State of Utah, shall remit to the City the amount of said grant funds to the City. The City shall be responsible for the administration of all said funds, pursuant to the provisions of the Contract. The City shall establish an ad hoc committee to recommend equipment purchases, training programs, and rate schedules for use of equipment. The final determination of equipment purchases, training programs, and rate schedules for use of equipment shall be made by the City Manager or a representative designated by the City Manager. The City shall be responsible for maintaining records and fulfilling the obligations of the Contract. 3. Financial Responsibilities. The County shall be responsible for collecting grant proceeds and remitting the amount of said proceeds to the City upon receiving an invoice from the City. The City shall be responsible for the further allocation of said funds in fulfilling the terms of the contract. 4. Control of Property, Materials and Equipment. Property, materials and equipment purchases with said grant proceeds shall become the property of the City. Page 1 of 2 5. Effectiveness and Duration of Agreement. This agreement shall become effective immediately upon its approval by resolutions of the County Council and the City Council. This agreement shall remain in effect until the State of Utah closes out the Contract. 6. Budget Administration. The City shall administer the budget for said grant. 7. Administration of Agreement. The City Manager on behalf of the City and the Council Administrator on behalf of the County shall administer this agreement. DATED loth day of October, 2006 ATTEST: Rachel Ellison, City Recorder ATTEST: ran Townsen , County Clerk CITY OF MOAB, UTAH B CT Y• David L. Sakrison, Mayor GRAND COUNTY B Grand County Council Chair Page 2 of 2