HomeMy WebLinkAboutCertified Local Government- SHPO ContractMT-18-012, STATE OF MONTANA AGREEMENT, Page 1
STATE OF MONTANA AGREEMENT
MT-18-012
This grant agreement (Agreement) is hereby made between City of Bozeman, P.O. Box 1230, Bozeman, MT 59772,
DUNS# 083705293 (the "Subgrantee") and the Montana State Historic Preservation Office, Montana Historical Society
(“MHS”), 225 North Roberts, PO Box 201202, Helena, Montana 59620-1202 (the "Grantor"). Liaison for the Subgrantee
is Phillipe Gonzalez, the Historic Preservation Officer. Liaison for the grantor is Kate Hampton, Community Preservation
Coordinator.
The State has been awarded $801,667 of grant monies from the U.S. Department of the Interior, the National Park
Service under the Historic Preservation Fund for the Federal fiscal year of 2018 (October 1, 2017 – September 30, 2018).
The funding for this agreement is provided by this award, CFDA number 15.904, Historic Preservation Fund Grants-In-
Aid. The Federal Award Identification Number assigned by the National Park Service is P18AF00012, and the HPF system
number is to be determined.
Section 17-1-106, Montana Code Annotated, requires any state agency which receives non-general funds to identify and
recover its indirect costs (IDC). MHS’s indirect cost rate is determined annually and is applied as a percentage of direct
costs charged to a federal award. As defined by 2 CFR Part 200 (formerly OMB Circular A-87), MHS’s current IDC rate is
14.91% for state fiscal year 2018 (July 1, 2017 to June 30, 2018). IDC will not be charged in relation to this agreement.
The two parties, in consideration of mutual covenants and stipulations described below, agree as follows:
1. EFFECTIVE DATE, DURATION, AND RENEWAL
This Agreement shall take effect on April 1, 2018 and shall terminate on March 31, 2019 unless a new
termination date is set or the agreement is terminated as provided in this contract. Total payments by the "Grantor" for
all purposes under this contract shall not exceed $5,500.00. In the event that the grantor does not receive full funding
from the National Park Service, the total grant award may be reduced, as outlined in the CLG Manual. Payment shall be
made on a reimbursement basis by request of Subgrantee to the grantor. In no event is this Contract binding on State
unless State’s authorized representative has signed it. The legal counsel signature approving legal content of the
Contract and the procurement officer signature approving the form of the Contract do not constitute an authorized
signature.
2. SERVICES AND/OR SUPPLIES
The Subgrantee shall:
1. Maintain an active Historic Preservation Commission (HPC) that will advocate for preservation, assist the
HPO to accomplish preservation goals, and fill vacancies on the HPC promptly.
2. Participate in and carry out the responsibilities for Certified Local Government program status as
outlined in "The Montana Certified Local Government Manual.”
3. Ensure historic preservation concerns are considered at all levels of local government planning and are
incorporated as goals of other local, state, and federal projects.
4. Administer local preservation ordinances.
5. Designate a minimum half-time designated Historic Preservation Officer (HPO) who demonstrably plays
an active and consistent role in the conduct of the Subgrantee’s historic preservation activities. On behalf of the
Subgrantee it is the role of HPO to conduct these activities and/or work with the HPC to:
a. Regularly report on HPC activities at local government Commission meetings and be available
for comment to these groups and other local government offices;
b. Provide technical assistance, direction, and/or literature on historic preservation tax credits,
National Register, Federal regulations and Secretary of Interior Standards;
c. Evaluate historic properties for potential and feasible reuse and rehabilitation;
d. Coordinate, promote and participate in events such as National Historic Preservation Month
and/or other preservation related activities;
e. Cooperate and communicate with the Grantor and fellow HPO/HPCs in Montana and elsewhere
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as appropriate; and
f. Submit semi-annual progress reports, meeting minutes and financial reports per deadlines
outlined in this agreement. In the Final Progress Report, the HPO will identify the benefits the local
government has derived as a result of the employment of a HPO, the needs of the local government for
future professional preservation efforts, and any additional functions of the HPO carried out which
further the understanding and implementation of historic preservation values and objectives in the local
government.
6. Send at least one (1) person from the Certified Local Government to a State Historic Preservation Office
(SHPO) - approved training. The attendee shall attend the entire training and report back to their Preservation
Commission.
All work completed under this funding agreement must meet the Secretary of the Interior's Standards and Guidelines for
Archaeology and Historic Preservation as interpreted by the Grantor. Final products or services that do not fulfill the
requirements of this Agreement, and do not comply with the appropriate Secretary of the Interior's Standards, will not
be reimbursed, and any advance payments made in connection with such products or services must be repaid to the
Grantor.
3. CONSIDERATION/PAYMENT
3.1 Payment Schedule. In consideration of Services rendered in this Agreement, the Grantor agrees to pay
the Subgrantee as follows:
1. The Subgrantee agrees to submit semi-annual Progress Reports, meeting minutes, and Requests for
Reimbursement. Reports will be accompanied by the following documentation:
a. The Subgrantee's name, address and agreement number MT-18-012;
b. A report discussing the work completed during the reporting period. Include meeting agendas
and minutes;
c. An itemized listing of cash or in-kind donations that comprise the nonfederal match;
d. An itemized listing of project expenses that are charged to the federal grant; If indirect costs
(IDC) are claimed for reimbursement (or match), the IDC rate must be in accordance with 2 CFR Part
200.414. A copy of the IDC approval letter from the Cognizant agency must be submitted to the Grantor
and approved prior to any reimbursement.
e. Receipts, invoices, and/or financial reports sufficient to document each expenditure.
f. The net request for payment (reimbursement); and
g. Products produced during the reporting period.
2. All Requests for Reimbursement must be approved by the Grantor prior to payment. Payment for work
completed under this Agreement may be withheld pending the delivery and acceptance of such items. All
Subgrantees must retain financial records, supporting documents, statistical records, and all other records
pertinent to the grant for a period of 3 years or until an acceptable audit (accessible by auditors) has been
performed and all claims and audit findings involving the records have been resolved. The 3-year retention
period starts from the date of the submission of the final report. A final Request for Reimbursement must be
submitted within thirty (30) days of the termination of this Agreement if they are to qualify for payment.
3. All Requests for Reimbursement will be reviewed for eligibility and allow-ability under Chapters 12, 13
and 14 of the National Park Service's Historic Preservation Fund Manual and the State CLG Manual. The Sub-
grantor may request a copy of the CLG Manual from the grantor and the Historic Preservation Fund Manual is
available for inspection at the SHPO.
4. The Subgrantee shall, at minimum, provide documentation detailing forty percent (40%) matching non-
federal funds for the overall grant award. In order to receive the full grant award of $5,500.00, the minimum
dollar amount of match necessary to be provided by the Subgrantee is $3,666.67 in matching in-kind services or
cash. In the event that the grant award is reduced, the match requirement would be reduced proportionally.
Requests for Reimbursement require the same 40% documentation relative to the amount requested. The
MT-18-012, STATE OF MONTANA AGREEMENT, Page 3
accepted Grant Application, reviewed and approved by the Grantor, provides an estimation of sources and
amounts of matching funds from the Subgrantee.
5. The Grantor may retain final payment of federal grant funds until such time as the approved project
work has been successfully completed and all conditions of this Agreement have been met.
3.2 Payment Terms. Unless otherwise noted in the solicitation document, State has thirty (30) days to pay
invoices, as allowed by 17-8-242, MCA. Subgrantee shall provide banking information at the time of Contract execution
in order to facilitate State’s electronic funds transfer payments.
3.3 Reference to Contract. The Contract number MUST appear on all invoices, packing lists, packages, and
correspondence pertaining to the Contract. If the number is not provided, State is not obligated to pay the invoice.
4. ACCESS AND RETENTION OF RECORDS
4.1 Access to Records. Subgrantee shall provide State, Legislative Auditor, or their authorized agents access
to any records necessary to determine Contract compliance. State may terminate this Contract under Section 20,
Severability, without incurring liability, for Subgrantee’s refusal to allow access as required by this Section. (18-1-118,
MCA.)
4.2 Retention Period. Subgrantee shall create and retain all records supporting the services rendered for a
period of eight years after either the completion date of this Contract or termination of the Contract.
5. ASSIGNMENT, TRANSFER, AND SUBCONTRACTING
Subgrantee may not assign, transfer, or subcontract any portion of this Contract without State's prior written consent.
(18-4-141, MCA) Subgrantee is responsible to State for the acts and omissions of all subcontractors or agents and of
persons directly or indirectly employed by such subcontractors, and for the acts and omissions of persons employed
directly by Subgrantee. No contractual relationships exist between any subcontractor and State under this Contract.
5.1 The Subgrantee agrees that the procurement of services, supplies, equipment, and construction will be
obtained efficiently and economically and in compliance with the applicable federal laws, and of 2 CFR part
200.317 through 200.326, and Chapter 17 of the Historic Preservation Grants Manual.
5.2 The process for the selection of subcontractors to perform the services under this Agreement,
regardless of whether by competitive bidding or negotiated procurement shall be conducted in a manner that
provides maximum open and free competition. Procurement procedures shall not restrict or eliminate
competition. Examples of what is considered to be restrictive of competition include, but are not limited to: (1)
placing unreasonable requirements on firms or individuals in order for them to qualify to do business, (2)
noncompetitive practices between firms, (3) organizational conflicts of interest, and (4) unnecessary experience
and bonding requirements.
5.3 Competitive bidding or negotiated procurement is required for all survey and planning subcontracts.
Proposals shall be requested from an adequate number of sources (at least two or three sources) to permit
reasonable competition. The Request for Proposals shall be publicized and reasonable requests by other
sources to compete shall be honored to the maximum extent practicable. The Request for Proposals shall
identify the survey or planning area, population, number of properties to be inventoried, funds available and
volunteer support (if applicable). The Subgrantee shall document in writing the evaluation criteria used and the
results of the technical evaluation of the proposals received, determinations of responsible offerors for the
purpose of written or oral discussions, and selection for subcontract award. Subcontractors shall be selected on
the basis of qualification, subject to negotiation of fair and reasonable compensation. Unsuccessful offerors
shall be notified promptly. A copy of documentation of the selection process will be submitted to the Grantor
prior to the initiation of the project.
5.4 Noncompetitive negotiation may be used with prior written approval from the Grantor when, after the
solicitation in accordance with Section 5.3 above, competition is determined inadequate.
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5.5 The Subgrantee will notify the grantor upon the selection of a subcontractor. Subgrantee will verify
Subcontractor is not on the debarred list. A copy of this contract will be submitted to the grantor for review and
written approval prior to its execution.
5.6 Prior to the beginning of project work or any grant payment, the Subgrantee must submit to the grantor
the below listed items to demonstrate that the federal procurement requirements have been met in full:
a. Copies of the letters to qualified sources and public advertisements requesting proposals and/or
invitations to bid;
b. Copy of the Subgrantee documentation of the selection criteria and process;
c. A copy of the successful proposal and a description of the Subgrantee reasons for selection;
d. Listing of the unsuccessful offerors; and
e. Copy of the proposed contract between the Subgrantee and the subcontractor.
Note: The grantor must review and approve all contracts between the Subgrantee and subcontractors prior to their
execution. The parties agree that there will be no assignment or transfer of this Agreement or any interest in the
Agreement and that no service required under this Agreement may be performed under subcontract unless both parties
agree in writing.
6. EQUAL EMPLOYMENT OPPORTUNITY
Pursuant to Sections 49-2-303 and 49-3-207 of the Montana Code Annotated and the federal Civil Rights Act of 1964, (as
amended) and Equal Employment Opportunity statute, in all hiring or employment made possible by or resulting from
this Agreement, the Subgrantee: 1) will not discriminate against any employee or applicant for employment because of
race, color, social condition, religion, sex, age, national origin, marital status, creed, political affiliation, or physical or
mental handicap; and 2) will take affirmative action to ensure that applicants are employed and that employees are
treated during employment without regard to their race, color, religion, sex, or national origin. This requirement applies
to, but is not limited to, the following: employment, promotion, demotion, or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. The Subgrantee will comply with all applicable statutes and Executive Orders on equal employment
opportunity, including enforcement provisions, as implemented by, but not limited to, Department of the Interior
policies, published in 43 CFR 17.
7. FAIR LABOR STANDARDS
The Subgrantee agrees to comply with all Federal and State wage and hour rules, statutes, and regulations, and warrants
that all applicable Federal and State fair labor standards and provisions will be complied with both by the Subgrantee
and any subcontractors, in the event that subcontracted services are employed to fulfill the terms and conditions of this
Agreement are agreed upon by the grantor and the Subgrantee.
8. PROHIBITION AGAINST LOBBYING
The Subgrantee must conform to provisions of 18 USC 1913, Lobbying with Appropriated Moneys, as amended by Public
Law 107–273, Nov. 2, 2002:
"No part of the money appropriated by any enactment of Congress shall, in the absence of express authorization by
Congress, be used directly or indirectly to pay for any personal service, advertisement, telegram, telephone, letter,
printed or written matter, or other device, intended or designed to influence in any manner a Member of Congress, a
jurisdiction, or an official of any government, to favor, adopt, or oppose, by vote or otherwise, any legislation, law,
ratification, policy, or appropriation, whether before or after the introduction of any bill, measure, or resolution
proposing such legislation, law, ratification, policy, or appropriation; but this shall not prevent officers or employees of
the United States or of its departments or agencies from communicating to any such Members or official, at his request,
or to Congress or such official, through the proper official channels, requests for legislation, law, ratification, policy, or
appropriations which they deem necessary for the efficient conduct of the public business, or from making any
communication whose prohibition by this Section might, in the opinion of the Attorney General, violate the Constitution
or interfere with the conduct of foreign policy, counter–intelligence, intelligence, or national security activities.
Violations of this Section shall constitute violations of Section 1352(a) of title 31. In addition to the above, the related
MT-18-012, STATE OF MONTANA AGREEMENT, Page 5
restrictions on the use of appropriated funds found in Div. F, § 402 of the Omnibus Appropriations Act of 2008 (P.L. 110–
161) also apply." Thus, costs associated with activities to influence legislation pending before Congress, commonly
referred-to as “lobbying" is unallowable under this Agreement.
9. HOLD HARMLESS/INDEMNIFICATION
Subgrantee agrees to protect, defend, and save State, its elected and appointed officials, agents, and employees, while
acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any
kind or character, including the cost of defense thereof, arising in favor of Subgrantee's employees or third parties on
account of bodily or personal injuries, death, or damage to property arising out of services performed or omissions of
services or in any way resulting from the acts or omissions of Subgrantee and/or its agents, employees, representatives,
assigns, subcontractors, except the sole negligence of State, under this Contract.
10. COMPLIANCE WITH WORKERS' COMPENSATION ACT
Subgrantee shall comply with the provisions of the Montana Workers' Compensation Act while performing work for
State of Montana in accordance with 39-71-401, 39-71-405, and 39-71-417, MCA. Proof of compliance must be in the
form of workers' compensation insurance, an independent contractor's exemption, or documentation of corporate
officer status. Neither Subgrantee nor its employees are State employees. This insurance/exemption must be valid for
the entire Contract term. Upon expiration, a renewal document must be sent to State Procurement Bureau, P.O. Box
200135, Helena, MT 59620-0135.
11. COMPLIANCE WITH LAWS
Subgrantee shall, in performance of work under this Contract, fully comply with all applicable federal, state, or local
laws, rules, and regulations, including but not limited to:
11.1 The Montana Human Rights Act, Executive Order 11246, as amended, the Equal Pay Act of 1963, Title VI
of the Civil Rights Act of 1964, as amended, (78 Stat. 252; 42 U.S.C. §§2000d et seq.), and the Americans with
Disabilities Act of 1990, and with all other federal laws and regulations prohibiting discrimination on grounds of
race, color, sexual orientation, national origin, disabilities, religion, age, or sex.
11.2 In accordance with 49-3-207, MCA, and Executive Order No. 04-2016 Subgrantee agrees that the hiring
of persons to perform this Contract will be made on the basis of merit and qualifications and there will be no
discrimination based on race, color, sex, pregnancy, childbirth or medical conditions related to pregnancy or
childbirth, political or religious affiliation or ideas, culture, creed, social origin or condition, genetic information,
sexual orientation, gender identity or expression, national origin, ancestry, age, disability, military service or
veteran status, or marital status by the persons performing this Contract.
11.3 The Subgrantee will comply Title V, Section 504 of the Rehabilitation Act of 1973, as amended, (87 Stat.
394; 29 U.S.C. §794) which provides that no qualified handicapped person shall, on the basis of handicap, be
excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program
or activity receiving Federal financial assistance.
11.4 The Subgrantee will comply with the Age Discrimination Act of 1975 (89 Stat. 728; 42 U.S.C. §§6101 et
seq.) prohibiting discrimination on the basis of age in programs and activities receiving Federal Financial
assistance.
11.5 The Subgrantee is the employer for the purpose of providing healthcare benefits and paying any
applicable penalties, fees and taxes under the Patient Protection and Affordable Care Act [P.l. 111-148, 124 Stat.
119]. Any subletting or subcontracting by Subgrantee subjects subcontractors to the same provisions.
11.6 Minority Business Enterprise Development: Pursuant to Executive Order 12432 it is national policy to
award a fair share of contracts to small and minority firms. NPS is strongly committed to the objectives of this
policy and encourages all recipients of its Grant Agreements to take affirmative steps to ensure such fairness by
ensuring procurement procedures are carried out in accordance with the Executive Order.
MT-18-012, STATE OF MONTANA AGREEMENT, Page 6
11.7 The Subgrantee will comply with paragraph (g) of Section 106 of the Trafficking Victims Protections Act
of 2000, as amended and those award terms put forth in 2 CFR §175.15 https://www.gpo.gov/fdsys/pkg/CFR-
2012-title2-vol1/pdf/CFR-2012-title2-vol1-sec175-15.pdf.
Additional Indemnification. Claims under this provision also include those arising out of or in any way connected with
Subgrantee's breach of this contract, including any Claims asserting that any of Subgrantee 's employees are actually
employees or common law employees of the State or any of its agencies, including but not limited to excise taxes or
penalties imposed on the State under Internal Revenue Code (“Code”) §§ 4980H, 6055 or 6056.
The Subgrantee agrees to comply with all Federal and State wage and hour rules, statutes, and regulations, and warrants
that all applicable Federal and State fair labor standards and provisions will be complied with both by the Subgrantee
and any subcontractors, in the event that subcontracted services are employed to fulfill the terms and conditions of this
Agreement are agreed upon by the SHPO and the Subgrantee.
12. DISABILITY ACCOMMODATIONS
State does not discriminate on the basis of disability in admission to, access to, or operations of its programs, services, or
activities. Individuals who need aids, alternative document formats, or services for effective communications or other
disability related accommodations in the programs and services offered are invited to make their needs and preferences
known to this office. Interested parties should provide as much advance notice as possible.
13. TECHNOLOGY ACCESS FOR BLIND OR VISUALLY IMPAIRED
Subgrantee acknowledges that no state funds may be expended for the purchase of information technology equipment
and software for use by employees, program participants, or members of the public unless it provides blind or visually
impaired individuals with access, including interactive use of the equipment and services, that is equivalent to that
provided to individuals who are not blind or visually impaired. (18-5-603, MCA) Contact the State Procurement Bureau
at (406) 444-2575 for more information concerning nonvisual access standards.
14. REGISTRATION WITH THE SECRETARY OF STATE
Any business intending to transact business in Montana must register with the Secretary of State. Businesses that are
incorporated in another state or country, but which are conducting activity in Montana, must determine whether they
are transacting business in Montana in accordance with 35-1-1026 and 35-8-1001, MCA. Such businesses may want to
obtain the guidance of their attorney or accountant to determine whether their activity is considered transacting
business.
If businesses determine that they are transacting business in Montana, they must register with the Secretary of State
and obtain a certificate of authority to demonstrate that they are in good standing in Montana. To obtain registration
materials, call the Office of the Secretary of State at (406) 444-3665, or visit their website at http://sos.mt.gov.
15. MODIFICATIONS AND PREVIOUS AGREEMENTS
15.1 This instrument contains the entire Agreement between the parties, and no previous statements,
promises, or inducements made by either party or agent of either party which are not contained in this written
agreement shall be valid or binding. This agreement may not be enlarged, modified, or altered except in writing
signed by the parties and attached to the original of this Agreement, except as provided under Section 20. No
change, addition, or erasure of any printed portion of this Agreement shall be valid or binding upon either party.
15.2 Any changes that substantially alter the scope of work or the cost of the approved project must be
submitted by the Subgrantee as a project amendment. These amendments must have prior written approval
from NPS before the change is implemented. Change orders will be treated as amendments. The Subgrantee
must consult with the grantor to review the proposed change to determine if it substantially alters the scope of
work or the cost of the approved project. If the grantor determines the change to be substantial, the grantor
will process the amendment through NPS. Failure of the Subgrantee to notify the grantor of any such changes
may be construed as just cause for revocation and/or recovery of the grant funds by the grantor.
16. CONFLICT OF INTEREST
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No officer or employee of the MHS or member of the Society Board or State Historic Preservation Review Board and no
member of the Subgrantee's governing body at localities in which the project is situated or being carried out who
exercises any functions or responsibilities, or who enjoys a position of influence in the review or approval of the
undertaking or carrying out of this project, shall participate in any decision relating to this Agreement which affects his
or her personal or pecuniary interest. The Subgrantee agrees that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to
be performed under this Agreement.
17. INTELLECTUAL PROPERTY/OWNERSHIP
17.1 Mutual Use. Subgrantee shall make available to the Federal government and the State, on a royalty-
free, non-exclusive basis, all patent and other legal rights in or to inventions first conceived and reduced to
practice, or created in whole or in part under this contract, if such availability is necessary for the State to
receive the benefits of this contract. Unless otherwise specified in a statement of work, both parties shall have a
royalty-free, nonexclusive, and irrevocable right to reproduce, publish, or otherwise use copyrightable property
created under this contract. This mutual right includes (i) all deliverables and other materials, products,
modifications that Subgrantee has developed or prepared for the State under this contract; (ii) any program
code, or site- related program code that Subgrantee has created, developed, or prepared under or primarily in
support of the performance of its specific obligations under this contract; and (iii) manuals, training materials,
and documentation. All information described in (i), (ii), and (iii) is collectively called the "Work Product".
17.2 Title and Ownership Rights. The State retains title to and all ownership rights in all data and content,
including but not limited to multimedia or images (graphics, audio, and video), text, and the like provided by the
State (the "Content"), but grants Subgrantee the right to access and use Content for the purpose of complying
with its obligations under this Contract and any applicable statement of work.
17.3 Ownership of Work Product. Subgrantee shall execute any documents or take any other actions as may
reasonably be necessary, or as the State may reasonably request, to perfect the State's ownership of any Work
Product.
17.4 Copy of Work Product. Subgrantee shall, at no cost to the State, deliver to the State, upon the State's
request during the term of this Contract or at its expiration or termination, a current copy of all Work Product in
the form and on the media in use as of the date of the State's request, or such expiration or termination.
17.5 Ownership of Subgrantee Pre-Existing Materials. Subgrantee retains ownership of all literary or other
works of authorship (such as software programs and code, documentation, reports, and similar works),
information, data, intellectual property, techniques, subroutines, algorithms, methods or related rights and
derivatives that Subgrantee owns at the time this Contract is executed or otherwise developed or acquired
independent of this Contract and employed by Subgrantee in connection with the services provided to State
(the "Subgrantee Pre-existing Materials"). Subgrantee Pre-existing Materials are not Work Product. Subgrantee
shall provide full disclosure of any Subgrantee Pre-Existing Materials to State before its use and to prove its
ownership. If, however, Subgrantee fails to disclose to State such Subgrantee Pre-Existing Materials, Subgrantee
shall grant State a nonexclusive, worldwide, paid-up license to use any Subgrantee Pre-Existing Materials
embedded in the Work Product to the extent such Subgrantee Pre-Existing Materials are necessary for State to
receive the intended benefit under this Contract. Such license shall remain in effect for so long as such Pre-
Existing Materials remain embedded in the Work Product. Except as otherwise provided for in Section 17.3,
Ownership of Work Product, or as may be expressly agreed in any statement of work, Subgrantee shall retain
title to and ownership of any hardware it provides under this Contract.
18. PATENT AND COPYRIGHT PROTECTION
18.1 Third-Party Claim. If a third party makes a claim against the State that the products furnished under this
Contract infringe upon or violate any patent or copyright, the State shall promptly notify Subgrantee.
Subgrantee shall defend such claim in the State's name or its own name, as appropriate, but at Subgrantee's
expense. Subgrantee shall indemnify the State against all costs, damages, attorney fees, and all other costs and
expenses of litigation that accrue as a result of such claim. If the State reasonably concludes that its interests
MT-18-012, STATE OF MONTANA AGREEMENT, Page 8
are not being properly protected, or if principles of governmental or public law are involved, it may enter any
action.
18.2 Product Subject of Claim. If any product furnished is likely to or does become the subject of a claim of
infringement of a patent or copyright, then Subgrantee may, at its option, procure for the State the right to
continue using the alleged infringing product, or modify the product so that it becomes non-infringing. If none
of the above options can be accomplished, or if the use of such product by the State shall be prevented by
injunction, the State will determine whether the Contract has been breached.
18.3 Except as otherwise provided in the terms and conditions of the grant agreement, the Subgrantee is free
to copyright any books, publications, or other copyrightable materials developed as a result of this Agreement.
However, any such copyrightable materials will be subject to a royalty-free, nonexclusive, and irrevocable
license throughout the work to the Grantor and/or the US Government to reproduce, publish, or otherwise use,
and to authorize others to use the work for Government purposes.
18.4 Any materials produced as a result of this Agreement which are to be publicly distributed, shall include
the following statement:
“The (activity) that is the subject of this (type of publication) has been financed (in part/entirely) with Federal
funds from the National Park Service, U.S. Department of Interior, and administered by the SHPO of Montana.
The contents and opinions do not necessarily reflect the views or policies of the U.S. Department of the Interior
or the Montana Historic Preservation Office, or does the mention of trade names or commercial products
constitute endorsement or recommendation by the Department of the Interior or SHPO.”
18.5 Publications must include the nondiscrimination statement:
“This program receives Federal financial assistance for identification and protection of historic properties.
Under Title VI of the Civil Rights Act of 1964 and Section 504 of the Rehabilitation Act of 1973, and the Age
Discrimination Act of 1975, the U.S. Department of the Interior prohibits discrimination on the basis of race,
color, national origin, age, or disability in its federally assisted programs. If you believe you have been
discriminated against in any program, activity, or facility as described above, or if you desire further information,
please write to:
The Office for Equal Opportunity
National Park Service
849 C Street, N.W.
Washington, D.C. 20240”
18.6 The Subgrantee shall not include in the materials produced as a result of this Agreement any
copyrighted matter without the written approval of the copyright owner that provided SHPO and the United
States Government with written permission to use the material in the manner provided herein.
19. AUDITING
The Subgrantee agrees to allow access to the records of the activities covered by this Agreement as may be necessary
for legislative post audit and analysis purposes in determining compliance with the terms of this Agreement. The Sub-
grantor shall maintain all administrative and fiscal records relating to this project for three years after the final grant
reimbursement is made by the Grantor to the Subgrantee. Notwithstanding the provisions of Section 20, this
Agreement shall automatically terminate upon any refusal of the Subgrantee to allow access to records necessary to
carry out the legislative post audit and analysis functions set forth in Title 5 Chapter 12 and 13, MCA and the financial
and programmatic audit conducted by the Secretary of the Interior and the Comptroller General of the United States
provided for in 2 CFR part 200.333 through 200.338.
For local governments and school districts, the subgrantee will provide the report to the State of Montana, Department
of Administration, Local Government Services Bureau. All other subgrantees, such as Tribal Communities and Non-Profit
Organizations, will provide the report to the Montana Historical Society, State Historic Preservation Office.
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Non–Federal entities that expend $750,000 or more during a year in Federal awards shall have a single or program–
specific audit conducted for that year in accordance with the Single Audit Act Amendments of 1996 (31 U.S.C. 7501–
7507) and2 CFR Part 200, Subpart F , which is available at http://www.ecfr.gov/cgi–bin/text–
idx?SID=fd6463a517ceea3fa13e665e525051f4&node=sp2.1.200.f&rgn=div6
Non–Federal entities that expend less than $750,000 for a fiscal year in Federal awards are exempt from Federal audit
requirements for that year, but records must be available for review or audit by appropriate officials of the Federal
agency, pass–through entity, and General Accounting Office (GAO).
Audits shall be made by an independent auditor in accordance with generally accepted government auditing standards
covering financial audits. Additional audit requirements applicable to this agreement are found at 2 CFR Part 200,
Subpart F, as applicable. Additional information on single audits is available from the Federal Audit Clearinghouse at
http://harvester.census.gov/sac/ .
20. SEVERABILITY
It is understood and agreed by the parties hereto that a declaration by any court or any other binding legal source that
any provision of the Contract is illegal and void shall not affect the legality and enforceability of any other provision of
the Contract, unless the provisions are mutually and materially dependent.
20.1 Termination for Cause with Notice to Cure Requirement. Subgrantee may terminate this Contract for
State’s failure to perform any of its duties under this Contract after giving State written notice of the failure. The
written notice must demand performance of the stated failure within a specified period of time of not less than
30 days. If the demanded performance is not completed within the specified period, the termination is effective
at the end of the specified period.
20.2 Reduction of Funding. State must by law terminate this Contract if funds are not appropriated or
otherwise made available to support State's continuation of performance of this Contract in a subsequent fiscal
period. (18-4-313(4), MCA) If state or federal government funds are not appropriated or otherwise made
available through the state budgeting process to support continued performance of this Contract (whether at an
initial contract payment level or any contract increases to that initial level) in subsequent fiscal periods, State
shall terminate this Contract as required by law. State shall provide Subgrantee the date State's termination
shall take effect. State shall not be liable to Subgrantee for any payment that would have been payable had the
Contract not been terminated under this provision. As stated above, State shall be liable to Subgrantee only for
the payment, or prorated portion of that payment, owed to Subgrantee up to the date State's termination takes
effect. This is Subgrantee's sole remedy. State shall not be liable to Subgrantee for any other payments or
damages arising from termination under this Section, including but not limited to general, special, or
consequential damages such as lost profits or revenues.
21. EVENT OF BREACH – REMEDIES
21.1 Event of Breach by Subgrantee. Any one or more of the following Subgrantee acts or omissions
constitute an event of material breach under this Contract:
• Products or services furnished fail to conform to any requirement;
• Failure to submit any report required by this Contract;
• Failure to perform any of the other terms and conditions of this Contract, including but not limited to
beginning work under this Contract without prior State approval or breaching Section 27, Meetings,
obligations; or
• Voluntary or involuntary bankruptcy or receivership.
21.2 Event of Breach by State. State’s failure to perform any material terms or conditions of this Contract
constitutes an event of breach.
21.3 Actions in Event of Breach. Upon Subgrantee’s material breach, State may:
MT-18-012, STATE OF MONTANA AGREEMENT, Page 10
• Terminate this Contract under Section 20.1, Termination for Cause with Notice to Cure, and pursue any
of its remedies under this Contract, at law, or in equity; or
• Treat this Contract as materially breached and, except as the remedy is limited in this Contract, pursue
any of its remedies under this Contract, at law, or in equity.
Upon State’s material breach, Subgrantee may:
• Terminate this Contract under Section 20.1, Termination for Cause with Notice to Cure, and pursue any
of its remedies under this Contract, at law, or in equity; or
• Treat this Contract as materially breached and, except as the remedy is limited in this Contract, pursue
any of its remedies under this Contract, at law, or in equity.
22. GENERAL AND SPECIFIC CONDITIONS
The Subgrantee agrees to follow the General and Specific Conditions according to this Agreement and Chapter 5 of the
Historic Preservation Fund Grants Manual.
23. FORCE MAJEURE
Neither party is responsible for failure to fulfill its obligations due to causes beyond its reasonable control, including
without limitation, acts or omissions of government or military authority, acts of God, materials shortages,
transportation delays, fires, floods, labor disturbances, riots, wars, terrorist acts, or any other causes, directly or
indirectly beyond the reasonable control of the nonperforming party, so long as such party uses its best efforts to
remedy such failure or delays. A party affected by a force majeure condition shall provide written notice to the other
party within a reasonable time of the onset of the condition. In no event, however, shall the notice be provided later
than five working days after the onset. If the notice is not provided within the five-day period, then a party may not
claim a force majeure event. A force majeure condition suspends a party’s obligations under this Contract, unless the
parties mutually agree that the obligation is excused because of the condition.
24. WAIVER OF BREACH
Either party’s failure to enforce any contract provisions after any event of breach is not a waiver of its right to enforce
the provisions and exercise appropriate remedies if the breach occurs again. Neither party may assert the defense of
waiver in these situations.
25. CONFORMANCE WITH CONTRACT
No alteration of the terms, conditions, delivery, price, quality, quantities, or specifications of the Contract shall be
granted without the State Procurement Bureau’s prior written consent. Product or services provided that do not
conform to the Contract terms, conditions, and specifications may be rejected and returned at Subgrantee’s expense.
26. LIAISONS AND SERVICE OF NOTICES
26.1 Contract Liaisons. All project management and coordination on State's behalf must be through a single
point of contact designated as State's liaison. Subgrantee shall designate a liaison that will provide the single
point of contact for management and coordination of Subgrantee's work. All work performed under this
Contract must be coordinated between State's liaison and Subgrantee's liaison.
Kate Hampton is State's liaison
(Address): MT SHPO, 1301 E. Lockey
(City, State, ZIP): Helena, MT 59620-1202
Telephone: (406) 444-7742
E-mail: khampton@mt.gov
Phillipe Gonzalez is Subgrantee's liaison
(Address): 20 East Olive St., P.O. Box 1230
(City, State, ZIP): Bozeman, MT 59771
(Telephone): (406) 582-2940
(E-mail): pgonzalez@bozeman.net
27. MEETINGS
Subgrantee shall meet with State's personnel, or designated representatives, to resolve technical or contractual
problems occurring during the Contract term or to discuss the progress made by Subgrantee and State in the
performance of their respective obligations, at no additional cost to the State. State may request the meetings as
MT-18-012, STATE OF MONTANA AGREEMENT, Page 11
problems arise and will be coordinated by State. State shall provide Subgrantee a minimum of three full working days’
notice of meeting date, time, and location. Face-to-face meetings are desired; however, at Subgrantee's option and
expense, a conference call meeting may be substituted. Subgrantee’s consistent failure to participate in problem
resolution meetings, Subgrantee missing or rescheduling two consecutive meetings, or Subgrantee’s failure to make a
good faith effort to resolve problems may result in termination of the Contract.
28. CHOICE OF LAW AND VENUE
Montana law governs this Contract. The parties agree that any litigation concerning this bid, proposal, or this Contract
must be brought in the First Judicial District in and for the County of Lewis and Clark, State of Montana, and each party
shall pay its own costs and attorney fees.
29. TAX EXEMPTION
State of Montana is exempt from Federal Excise Taxes (#81-0302402) except as otherwise provided in the federal
Patient Protection and Affordable Care Act [P.l. 111-148, 124 Stat. 119].
30. AUTHORITY
This Contract is issued under authority of Title 18, Montana Code Annotated, and the Administrative Rules of Montana,
Title 2, chapter 5.
31. SCOPE, ENTIRE AGREEMENT, AND AMENDMENT
31.1 Contract. This Contract consists of 11 (eleven) numbered pages and any Attachments as required. In the
case of dispute or ambiguity arising between or among the documents, the order of precedence of document
interpretation is the same.
31.2 Entire Agreement. These documents are the entire agreement of the parties. They supersede all prior
agreements, representations, and understandings. Any amendment or modification must be in a written
agreement signed by the parties.
32. WAIVER
State's waiver of any Subgrantee obligation or responsibility in a specific situation is not a waiver in a future similar
situation or is not a waiver of any other Subgrantee obligation or responsibility.
33. EXECUTION
The parties through their authorized agents have executed this Contract on the dates set out below.
STATE OF MONTANA CITY OF BOZEMAN
Montana Historical Society P.O. Box 1230
225 North Roberts Bozeman, MT 59772
Helena, Montana 59620-1201 DUNS # 083705293
BY: Denise King/Administrator BY:
Centralized Services Division, Montana Historical Society (Name/Title)
(Signature) (Signature)
DATE: DATE: