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
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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
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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
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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
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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,
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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)
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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.
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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
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