HomeMy Public PortalAboutILA-GC-ECO-2006INTERLOCAL 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 10th day of October, 2006
ATTEST:
Rachel Ellison, City Recorder
ATTEST:
Fran Townsen , County Clerk
CITY OF MOAB, UTAH
)11/d/
By: `C14r/
David L. Sakrison, Mayor
GRAND COUNTY
B
Grand County Council Chair
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AAI CONTRACT AMENDMENT
nendment #1 Contract # 061787
TO BE ATTACHED TO AND ;WADE A PART OF the above numbered Contract by a the
State of Utah, Governor's & ice of Economic Development, referred to as STATE, and nd theeen Grand
County, referred to as CONTRACTOR.
REASON FOR AMENDNIENTI To extend the Contract term to 31 Dec 2006.
The parties agree to amend the Contract as follows:
a. Contract AgreerndIInt, page 1, paragraph 4., Is amended to read:
4. CONTRI4CT 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 terms in th a original Contract, not specifically modified hereby, remain the same.
IN WITNESS WHEREOF, the inarties sign and cause this Amendment to be executed.
Grand County State
Joetta rase
Chair, rand County Council
Manager Rural Development
Director, Governors Office of Economic Development
Director, Division of Purchaslrtg
Director, Division of Finance
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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 Decernber 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.
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 Deep Financial Manager, or someone
designated by that officer.
IN WITNESS WHEREOF, the parties sign and cause this contract to be executed.
Grand County
Br
Diane Carroll
1.
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.
CONTRACTING PARTIES: This agreement iCONTRACT the State of Utah,
Economic Development, referred to as STATE, andGovernors Office of
Grand County
89 East Center
Moab, UT 84532
Referred to as GRANTEE or CONTRACTOR
Federal Tax ID No 87-6000304
Vendor Number:
Legal Status of Contractor
( ) sole Proprietor
j) Non -Profit Corporation
( }For —Profit Corporation
( ) partnership
(x ) Governmental Agency
Commodity Code: 99990
Agency Code;OtiO
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.
Manager, Rural Development Program
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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9• SEPA•RABILITY CLAUSE: A declaration by any court, or any other binding legal source, that an
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, y provision of
10. RE'VEGO'TIATiON OR MODIFICATIONS: This contract may be amended, modified, or supplemented only
by written amendment to the contract, executed by the same persons or bpersons
signed the original agreement on behalf of the parties hereto, and attached the original signed copthe samey of he contract,
who
11. DEBARMENT: The Contractor certifies that neither it nor its principals are 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.
2, CONTRACT JURISDICTION, CHOICE OF LAW .. governed by the laws of the State of Utah. The + AND to the jurisdiction
VENUE: The provisions of this contract shall be
dispute arising out of this Contract or the broach the thereof 'Venue shall be Salt Lie City, in the Third Judiic aloDiyt�ct Court
for Salt Lake County.
3, LAWS AND .R>C' GULATIONS: An
ail. applicable Federal and State laws and regulations and all supplies, services and equipment fiirnishcd will comply fully with
4.necessary to RECOR13S ADMINISTRATION: The Contractor shall maintain, or
be retained by the Contractor for account for the paymentsleastfour
made to the Contractor for costs authorized byi�b on��t rose �or� ��
have been completed, whichever is later. The Contractor agreeears after the s to allct ow State and Federor until al auditors, and State Agency dits initiated within the four Staff
business hours, or by appointment.access to all the records to this contract, for audit and inspection, and monitoring of services. Such access will be during normal
5• CONFLICT OF INTEREST: Contractor represents employees of the State of Utah, unless disclosure has been mdccordance With 67 officers
6 Utah employees are officers or
amended. Code Annotated, 1953, as
2005 Grand County Economic Development Grant Contract
'I December 2005
Page 2
TT CHM T A: STA ARD TER S AND CONDITI _NS
1' AUTHORITY: Provisions of this contract are pursuant to the authority set forth in 63-56. Utah
1953, as amended, Utah State Procurement Rules r h 'nis_jly Code Section R33), and related statutes whir permit the
State to purchase certain, specified services, and other'
approved purchases for the State.
6• CONTRACTOR, AN IND)rPENDE.N.
and as such, shall have no authorization, express or implied,oRbind CONTRACTOR:
State Contractor aagreements, settlements, liabitracto r 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 shalt be re liability, le
for the payment of all income tax and social security amounts duc as a result of payments received from the State for these
contract services. Persons employed by the State and acting under the direction of tho State shall not be deemed to be employes
or agents of the Contractor.
7' INDEMNITY CLAUSE: The Contractor and all its officers, agents, volunteers, and employees forfroagrees
and a indemnify, save harmless, and release the State OF UTAH,
proceedings arising out of tic performance of this contract which are cauyseddinlwhole or in pa by th liability, sorts, and
Contractor's officers, agents, volunteers, or employees, but not for claims arising from the Stat 's sole n gligenc$CeCe of the
g EQUAL OPPORTUNITY CLAiJSE: 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
or any applicant or recipient of services, on the basis of.raoe, religion, any origin;
a or drum era for employment
Executive Order No. 11246, as amended, which prohibits discrimination. on the baasisoo fsex g45 CFR agrees to abide by
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 Orders
dated .March 17, 1993, which prohibits sexual harassment in the work place,
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2005 Grand County Economic development Grant Contract
1 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, u
The pay in violation will be given ten (10) workinnotP� written notice being given by the other parry,
cease the violations, after
the contract may be terminated for cause. This contract may be terminated without as a cation to correct aridin advance of the specified which 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. NONAPPROpRIATiON OF FUNDS: The Contractor acknowledges that the State cannot contract for the pa.yment of
funds not yet appropriated by the Utab 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
notice. to the cast that funds are not appropriated o purchase reduced, the State will reimburse Che amotmt due ontractor State
ups 30 days erect on
services performed through the date of cancellation or reduction, and the State will not be liable for any future comroducts mitments,
.penalties, or liquidated damages,
14. SALES TAX .EXEMPTION: The State of litah's sales and use tax exemption number is E33399. The tangible personal
property or services being purchased arc being paid from State funds and used in the exercise of that entity'
If the items being purchased are construction materials, they will be converted into real ro err s essential functions.
government entity, unless otherwise stated in the contract p p y Y mployees of this
15. WARRANTY: The contractor agrees to warrant and assume responsibility
and/or software products) that it licenses, contracts, or sells to the State of tah undfor all er products
t for b�a period of one year,
unless otherwise specified and mutuallyagreed u
warranties p on clsewh ere in this contract. The tractor (seller) acknowledges that all
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 other
mutually agreed upon elsewhere in this contract. In general, the contractor warrants that; (1.) the productwill decified and
what the
salesperson said it would do, (2) the product will live
advertisements, i the product will be suitable for the live p to all specific claims that the manufacturer makes in their
suitable for any special purposes that the State has relied on the contractor's ontractorposes r' skill or judgmewhich such nt
product is used, er the product will be
State about the product, (5) the product has been r J gment to consider when it advised the
defects or unusual problems about which the State has not bccn warned, Remedies available to manufactured, and (6) the State include the foluct is free of lowing:
The contractor will repair or replace (at no charge to rho 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.
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,
17. 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.
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 g y 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.
i 9. PAYMENT: NT: Payme.nrs are normally made within 30 days 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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2005 Grand County Economic Development Grant Contract
'1 December 2005
Page 4
20, PATENTS, COPYRIGHTS, ETC.: The Contractor will release, indemnify and
hold
employees harmless from liability of any kind or nature, including the Contractor's use of anythe
cota e, its officers, agents and composition, secret process, patented or un-patented invention, article or appliance furnished or used in the performance eo.
contract_ pyrighkvd
P rnnance ofthis
21. 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.
22. DEFAULT AND REMEDIES: A.ny 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 Stato will issue a written. notice of default providing a ten (10) dayperiod in which Contractor will have an o
cure. Time allowed for cure will not diminish or eliminate Contractor's liability for damages. .If the default remain.
Contractor. has been provided the opportunity to cure the State opportunity to
provided r law; 2. T p tY may do one or more of the following: 1 g after
Terminate this contract and any related contracts or portions thereof; 3. Impose B Exercise any remedy
liquidated damages arc listed in the contract; 4• Suspend Contractor from receiving liquidated damages, if
future solicitations.
23• FORCE MAJEU , : 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.
24. PROCUREMENT ETHICS: The Contractor understands that a person who is interested in any way in the sale ofan, supplies,
services, construction, or insurance to the State of Utah is violating the law if the person Ives or
compensation, gratuity,y pp ��
contribution, loan or reward, or any promise thereof to any person actingas a offers to give any
behalf of the State, or who in any official capacity participates in the r, procurement officer on
insurance, wh.cther it is given for their own use or for the use or benefitprocurement
Lament other
such supplies, services, construction, or
Code Annotated, 1953, as amended), eery other person or organization (63-56 73, Utah
25. CONFLICT OF TERMS: Contractor Terms and Conditions that apply trust 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/gales order, etc. In the event of any conflict in the contract terms and conditions, the oral 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
1 December 2005
Page 5
ATTACHMENT g
SCOPE OF Wo AND SPECIAL PRO SIGNS
1. SCOPE OF WO STATE agrees to provide GRANTEE with u
p to 000physical location where digital media entrepreneurs can obtain information , and t onsultation to
assist them in establishing successful businesses. Provide a minimum of $15,000.00 of di ital
equipment for local film business use at the media center g
Hereinafter, the work to be accomplished pursuant to this Contract shall be referred to as th
"Project."
e
3. ROLE OF GRANTEE: GRANTEE shall have responsibility and authority to carry
complete the Project not later than the termination date of this Contract, ny out and to
a. GRANTEE will provide a h � upon the following
on(s) where digital media entrepreneurs
Grand County can obtaininformation, and consultation in establishing successful
from
businesses,g sful
b. GRANTEE will provide STATE with progress reports and a final report summarizing the
outcome of grant funded activities. Reports shall be in a format as approved by STATE.
c. GRANTEE will provide STATE with progress reports and a final report summarizing the
outcome of grant funded activities. Reports shall be in a format as approved by STATE
3. SCHEDU[,E OF PAYMENTS: The STATE will make payment of funds to GRANTEE in the
amount of not more than 522,000 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
the point of contact for coordination and consultation with respect to all matters relating to
administration, coordination and performance be
designates tester Prall as its Contact Person. The GRANTEE designates Ken Davehe terms and conditions y
a STATE
Person.
Y s its Contact
5. NOTICE: GRANTEE agrees to immediately notify the STATE if, during the course of this
Contract, a change or reorganization occurs that affects the
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:
of, or its ability #o perform
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.
Resolution # 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
Rachel Ellison, Recorder
Resolution #26-2006 Page 1 of 1