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HomeMy WebLinkAboutUniversity of Northern Iowa-Support Agreement-04.07.2008 g AGREEMENT TO SUPPORT THE DEVELOPMENT OF THE UNIVERSITY OF NORTHERN IOWA "MyEntre.Net" PROJECT THIS AGREEMENT is entered into as of this day of Pier / ) , 2008, by and between the University of Northern Iowa (hereinafter "UNI"), acting through the University of Northern Iowa Regional Business Center/SBDC, (hereinafter "UNI "), and the City of Waterloo, Black Hawk County, Iowa (hereinafter"City"). WHEREAS, UNI, through its Regional Business Center/SBDC (RBC/SBDC), has proposed to City a two-year "launch phase" whereby the "MyEntre.Net Task Force" would develop a pilot program in Waterloo; and WHEREAS, by City Council Resolution, adopted December 17th, 2007, the City has agreed in principle to provide certain funding for said project on certain terms and conditions, and subject to certain legal requirements as stated therein, including execution of a formal agreement outlining the duties and responsibilities of UNI and the City; and WHEREAS, UNI and the City have reached agreement on the precise terms and conditions under which the project will be undertaken, and now desire to reduce their agreement to writing. NOW, THEREFORE, BE IT MUTUALLY COVENANTED AND AGREED AS FOLLOWS: 1. Description of Project. UNI agrees to undertake and complete the "MyEntre.Net" project (hereinafter the "Project"), to launch a regional entrepreneurship development system that will serve locally owned start up and existing businesses with highly customized, collaboratively developed services and financial resources beginning February 1, 2008, in four (4) ways: a. An "E-Team" will be created by UNI Regional Business Center/SBDC composed of community, university and private sector leadership assigned to work as a team in support of entrepreneurship economic development (EEC)); and b. An individually customized web portal for "Cedar Valley entrepreneurs"; and c. A regional marketing campaign to link entrepreneurs with resources and to improve the capital stream available for entrepreneurial development; and d. A program to accelerate business growth in the region and specifically continue the operations of Regional Business Center/SBDC Incubator". 2. Funding. The City agrees to provide funding not in excess of $35,000.00 per year for a period of two years (FY2C09 and FY2010) in order to support implementation of the Project, as follows: Page 1 of 7 a. An amount not to exceed $35,000 to be paid on July 1, 2008; and b. An amount not in excess of$35,000 on July 1, 2009. The project Budget is established in Exhibit A, hereto. Actual expenditures may exceed the amount budgeted for each major line item provided such costs are otherwise reasonable and allocable to the approved project scope of work. Total expenditures may not exceed the total funding amount authorized in this section. 3. Materials and Equipment. All materials and equipment expenses will be a part of the program expense described in Exhibit A. 4. Documentation Reqardinq Purchase of Materials and Equipment. As a part of the Semi-Annual Report required in section eight (8) below, documentation shall be provided regarding the amounts and types of materials and equipment purchased as a part of the program, including a description of the item purchased, date the item was purchased, and amount of purchase. Such financial documentation shall be the Financial Transactions Report generated from UNI's accounting system and certified by the Office of Sponsored Programs. 5. Salaries. A portion of the City's grant may provide funding for a portion of the salaries and employee benefits described in Exhibit A. City payment of a portion of the program's salary and benefit expenses shall not make the City responsible or liability for any employee. All claims made by an employee or against an employee by others will be borne by the University of Northern Iowa. 6. Documentation for Salaries. As a part of the Semi-Annual Report, required in sections seven (7) and eight (8) described below, reimbursement by the City for any salary expense shall be based upon appropriate documentation, including without limitation appropriate time sheets, documented salary rates, and any other information, which is necessary to satisfy the City that the funds are expended appropriately. Such documentation need not be submitted with payment claims but shall be retained by UNI and submitted to the City if requested by the authorized employees or agents of the City. UNI shall submit as a part of the Semi-Annual Report the Financial Transactions Report generated from its accounting system and certified by the Office of Sponsored Programs. 7. Request for Payment. All requests for payment or reimbursement shall be submitted by UNI to the City in accordance with a schedule to be established by the City.. City shall have a period of up to thirty (30) days from date of receipt of each request for payment and all necessary documentation, withii which to make payment or reimbursement under this Agreement. 8. Report on Project Results. UNI agrees to provide the City with a written summary documenting the results of the Project on a semi-annual basis, beginning in June of 2008, and continuing every six (6) months thereafter for the duration of this Agreement. Such report shall include without limitation: a. The number of entrepreneurs served with the following services: 1) Technical Assistance and Counseling; 2) Classroom or workshop training Page 2 of 7 3) Networking 4) Online Services b. The number of community leaders served with the following services: 1) Classroom or Workshop Training 2) Networking 3) Online c. Economic Impact: 1) Number and Description of New Business Starts 2) Number and Description of Existing Business Expansions 3) Number and Description of New FTE jobs created 4) Commercial/Equity Investment 5) Commercial space leased d. Summarize materials and equipment purchased as a part of the program in the format of the approved budget, Exhibit A hereto. Accompanying documentation shall be the Financial Transactions Report generated from its accounting system and certified by the Office of Sponsored Programs. Summarize actual staff salary and benefit expenses in the format of the approved budget, Exhibit A hereto. Accompanying documentation shall be a Financial Transactions Report generated from its accounting system and certified by the Office of Sponsored Programs. e. The UNI Regional Business Center shall address the City Council of the City of Waterloo on an annual basis to provide a summary of MyEntre.Net activities. The summary of activities shall be presented to the City Council in June of 2008, 2009 and 2010. 9. Pilot Project; Two Year Funding Only. The parties hereby acknowledge that this is a pilot program, and that the City is not committed or obligated to provide funds beyond the terms and conditions of this Agreement, and that any future project or program requires a separate request and is subject to City Council approval and execution of a separate written agreement. This contract however does not prohibit the University of Northern Iowa from requesting additional financial support from the City for other activities associated with entrepreneurial development in the Cedar Valley. 10. MyEntre.Net Taskforce. The UNI RBC/SDBC will create a MyEntre.Net Taskforce. The Taskforce will be charged with planning for entrepreneurial development in Waterloo over the two-year launch phase. The Community Planning and Development Director or his/her designee will represent the City of Waterloo on the Taskforce. 11. Referral of Participants (Tenants) to the City of Waterloo. In consideration for the funding provided to UNI by the City, the UNI RBC/SDBC shall give priority referral of every participant (tenant) that is incubated through the Waterloo Regional Business Center/SBDC Incubator to the City's Community Planning and Development Department to facilitate and review future location of the Business within the City of Waterloo. To facilitate a City relationship with each participant (tenant) the UNI RBC/SDBC will require all tenants to meet with a member of the City's Community Planning and Development Department in advance of completing, graduating or leaving the RBC Incubator. A member of the City's Community Planning and Page 3of7 Development Department will serve ex-officio on the seven (7) member advisory board assigned to each incubator participant (tenant) in order to facilitate and review future location of the business within the City of Waterloo. No representative from other communities will be allowed to serve in this fashion. 12. Referral of Non-Participant (Tenant) UNI RBC/SDBC Incubator Contacts to the City of Waterloo. In consideration for the funding provided to UNI by the City, the UNI RBC/SDBC shall provide the City of Waterloo with contact information, upon request, for all other businesses that seek or obtain assistance from the UNI RBC/SDBC or its' affiliates who sign publicity releases. Additionally, the UNI RBC/SDBC agrees to provide all participating businesses in the RBC incubator, with contact information for the City of Waterloo, being: City of Waterloo Planning and Zoning Department City Hall 715 Mulberry Street Waterloo, Iowa 50703 319-291-4366 Noel.Anderson@waterloo-ia.org 13. Termination. Either party may terminate this contract at any time if: 1. The other party materially breaches the terms of this contract; provided that the non- breaching party shall have given the breaching party written notice of such breach and the breaching party shall have failed to cure the same within (30) days after receipt of such notice. 2. There is the loss or departure of key personnel that would jeopardize both the quality and time of performance or would make performance impractical with respect to budget contemplated for this contract, and a mutually acceptable replacement cannot be found. 3. Performance of any part of this contract by a party is prevented or delayed by reason of Force Majeure and cannot be overcome by reasonable diligence to satisfaction of either party; or In addition, either party may terminate this contract for any reason with 60 days written notice to the other party. In the event of termination, immediate written notice shall be given by the authorized official of the party requesting termination to the other party which should specify both the reason for and the effective date of termination. Such notice shall be delivered by Certified Mail, telegram, or in person to the authorized official of the other party who executed this agreement. Upon notice of termination by either party, UNI shall not incur new obligations and shall cancel as many outstanding obligations as possible. City shall reimburse UNI for reasonable and allocable costs as well as non-cancelable obligations properly incurred by UNI prior to termination. UNI shall refund payments by City in excess of final allowable expenditures. 14. Term of Agreement. This Agreement covers the period from February 1, 2008 through and including June 30, 2010. 15. Liability. UNI and the City agree that each party shall be responsible for its acts or omissions and the acts or omissions of its employees, officers, directors, agents or volunteers, to the extent allowed by law. Page 4 of 7 UNI, an institution of higher education under the Board of Regents, State of Iowa, is self-insured subject to the Iowa Tort Claims Act (Iowa Code chapter 669), which is the exclusive remedy for processing tort claims against the State of Iowa. City, a municipal corporation under Iowa law, is self-insured subject to Chapter 670, Code of Iowa (Tort Liability of Governmental Subdivisions), which is the exclusive remedy for processing tort claims against the City. Nothing contained in this Agreement shall vary or modify in any manner any governmental immunity which any party to this agreement, or its officers, directors, employees, agents or volunteers, may enjoy under any statute or rule of law, except to the extent provided in Section 670.7, Code of Iowa (2007), with respect to the procurement of insurance, and then only to the extent stated in the insurance policy and only as to those exceptions contained in Section 670.4, Code of Iowa (2007). UNI shall require incubator participants to sign a release of liability and indemnify UNI and the City from costs, claims, losses, liabilities or damages arising from, or in any way related to, their participation in the project funded under this agreement. 16. Legal Expenses. UNI agrees that all legal expenses incurred by the City in connection with the defense of any claim made or brought against the City that is directly related to UNI's performance, or the performance of UNI's employees, officers, directors, agents or volunteers, under this agreement shall be the responsibility of UNI. UNI's liability with respect to such claims shall be consistent with Article VII, Section I of the Iowa Constitution and Iowa Code Chapter 669. 17. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject rratter hereof. There are no other oral or written promises or understandings except as expressly provided herein. This Agreement may be amended only by a written agreement signed by all parties hereto. Page 5 of 7 IN WITNESS WHEREOF, the parties have subscribed this Agreement effective as of the date stated above. University o orthern Iowa By: yY/air Edward M. Ebert Grants and Contracts Administrator ATTEST: ,/ BY: l4�lt. 46'f /72 V/ OP M ureen Collins- t Hams, Director U usiness Dev- opment and Incubation UNI Regional Business Center/SBDC City of Waterloo, Iowa By: - � Timothy J. , Mayor ATTEST: Nancy ck: ity Clerk Page 6 of 7 EXHIBIT A BUDGET Cedar Valley MyEntreNet FY 2008-2010 City of Waterloo SALARIES & WAGES Center Director $ 2,760.00 Project Manager $ 13,333.00 Technology Specialist $ 6,357.00 Grad. Students $ 2,483.00 Total Salaries & Wages $ 24,933.00 BENEFITS Center Director @ 39.5% $ 1,090.00 Project Manager @ 39.4% $ 5,267.00 Technology Specialist @ 39.4% $ 2,511.00 Grad. Students, @ 0% $ - Total Salaries & Wages $ 8,868.00 CONSULTANTS External Consultants $ 22,333.00 Total Consultants $ 22,333.00 TRAVEL $ - PERMANENT EQUIPMENT $ - SUPPLIES Project Supplies $ 666.00 Total Supplies $ 666.00 OTHER: Web Development - Service Provider $ 1,349.00 Promotion - Advertising/Printing $ 6,666.00 Total Other $ 8,015.00 TOTAL DIRECT COSTS $ 64,815.00 FACILITIES & ADMINISTRATION (INDIRECT) COSTS 8% of Total Direct Costs $ 5,185.00 Total F&A (Indirect) Costs $ 5,185.00 TOTAL COSTS $ 70,000.00 Page 7 of 7 I i I I I i I.