HomeMy WebLinkAbout18- Big Sky Economic Development Trust Fund Grant - Profitable Ideas Exchange, Inc. (PIE), MT-BSTF-1-19-06 ��U_H 'FzXE?,(k1-tD 0
DocuSign Envelope ID:1ABBE342-361F-46C1-8DA2-E443D9872453
MONTANA DEPARTMENT OF COMMERCE
BIG SKY ECONOMIC DEVELOPMENT TRUST FUND PROGRAM
CONTRACT# MT-BSTF-1-19-06
This Contract is entered into by the City of Bozeman, P O Box 1230 Bozeman,
Montana 59771-1230 (the "Contractor"), and the Montana Department of Commerce,
Helena, Montana (the "Department").
The Contractor and the Department hereby agree to the following terms:
Section 1. PURPOSE
The purpose of this Contract is to provide funding for Big Sky Economic Development
Trust Fund (BSTF) Program (the Program) Economic Development Job Creation
Project activities approved by the Department which the Contractor has applied for project
funds pursuant to Sections 90-1-201 et seq., Montana Code Annotated (MCA).
Program funds have been awarded to assist the Contractor and Profitable Ideas Inc.
(PIE), 815 Manley Rd., Bozeman, MT 59715-8840, (the "Assisted Business")with wage
reimbursement and the creation of jobs in Montana.
The Assisted Business has agreed to create 8 eligible net new jobs at the project site
located at Bozeman, Montana 59715-8840, (the "Project Site") in the Contractor's
jurisdictional area within the Contract time period. An eligible net new job is defined as
one that is new to the company and has not been filled before July 19, 2018. Eligible new
job criteria is a full-time job, meaning a predominantly year-round position requiring an
average of 35 hours of work each week, and pays wages that meet or exceed $19.58 per
hour, before the value of benefits is added.
In addition, the Contractor and the Assisted Business have agreed to a total new
investment at the Project Site, which is equal to or greater than $1 for every $1 of BSTF
financial assistance received, within this Contract time period.
Section 2. SCOPE OF WORK
The Contractor hereby agrees to engage in Project activities as set forth in the
Contractor's application, including any written modifications resulting from the review of
the application by the Department for Project assistance, all of which, by this reference
are made a part hereof.
The major components of the Project include the wage reimbursement, and
documentation that the matching requirement has been met and documentation of eligible
job creation in Bozeman, Montana, and the administration of this Contract.
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Section 3. AUTHORITY
This Contract is issued under authority of Title 90, Chapter 1, Part 2, Montana Code
Annotated, and the Administrative Rules of Montana, Title 8, Chapter 99.
Section 4. APPLICATION INCORPORATED BY REFERENCE
The Contractor's application for Program assistance and all appendices thereto, including
any written modifications resulting from the review of the application by the Department
(collectively, the "Project"), is incorporated into this Contract by this reference and the
representations made therein are binding on the Contractor.
Section 5. ACCEPTANCE OF PROGRAM REQUIREMENTS
(a) The Contractor shall comply with all applicable local, state, tribal, and federal laws,
regulations, ordinances, and resolutions, and all administrative directives and
procedures established by the Department, including all the provisions, guidelines
and requirements set forth on the Program's website: http://bstf.mt.gov.
(b) The Contractor expressly agrees to repay to the Department any funds advanced
under this Contract that the Contractor, or its contractors, subcontractors, or sub
recipient entities, or any public or private agent or agency to which it delegates
authority to carry out portions of this Contract, expends in violation of the terms of
this Contract, the statutes and regulations governing the Program, or any
applicable local, state, tribal, or federal requirements.
Section 6. EFFECTIVE DATE AND TIME OF PERFORMANCE
(a) This Contract shall take effect on July 19, 2018 and will terminate upon completion
of the final closeout by the Department, or by July 19, 2019, whichever comes
first, unless otherwise terminated in accordance with the terms of this Contract.
(b) All Program award monies must be expended by the Contractor within the timeline
specified in the Contractor's application, which by reference is made a part of this
Contract. The Contractor may modify the implementation schedule set forth in the
Contractor's application only upon obtaining prior approval of the Department.
(c) Each party, after termination of this Contract, remains subject to and obligated to
comply with all legal and continuing contractual obligations arising in relation to its
duties and responsibilities that may arise under the contract including, but not
limited to, record retention, audits, and indemnification.
d) The Department reserves the right to extend this Contract based on but not limited
to the Contractor's performance of the contracted activities, the Contractor's
compliance with program requirements and the availability of program funding.
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Section 7. BUDGET
(a) The total amount to be awarded to the Contractor under this Contract will not
exceed $40,000.00 to be used as follows:
• Up to $36,800.00 to assist the Assisted Business with wage reimbursement
and;
• Up to $3,200.00 for eligible administrative expenses.
(b) The Project budget is set forth in the application, as submitted by the Contractor
and approved by the Department, and as specifically incorporated by this
reference. The Department must approve budget adjustments to the Project in
advance. To obtain approval of a budget adjustment, the Contractor shall describe
the rationale for a budget adjustment in writing to the Department.
(c) Any Project expenses the Contractor fails to incur on or before July 19, 2019 will
revert to the Big Sky Economic Development Trust Fund.
Section 8. CONDITIONS ON METHOD OF REIMBURSEMENT
(a) The total amount to be awarded to the Contractor under the Contract shall be up
to $5,000.00 per eligible net new job created by the Assisted Business for
documented costs with reimbursement not to exceed a total of $40,000.00 for the
entire Contract. The Department will not reimburse the Contractor for any costs
incurred prior to July 18, 2018, nor for any expenses not included in the approved
budget or not clearly and accurately supported by the Contractor's records.
(b) The Contractor and the Assisted Business shall satisfy the matching funds
requirements consistent with the purposes expressed in the application during the
period of the Contract and shall meet or exceed the 1:1 required match ratio.
(c) Unless otherwise authorized by the Department, the Contractor may receive award
funds periodically over the Contract period only upon documenting the expenditure
of the required matching funds and the creation of the eligible net new jobs by the
Assisted Business, and after incurring eligible expenses.
(d) The Department will use funds appropriated for the Program to fund awards to
those entities that have received a Notice of Award letter. The Contractor
acknowledges that its access to Program funds is subject to their availability.
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(e) The Department agrees that, if and when the funds described in paragraph (a) of
this Section are available, the Department will authorize the Contractor to request
payment from Program funding awarded for the Contractor's Project. In requesting
reimbursement, the Contractor will follow the instructions supplied by the
Department.
(f) The Contractor shall satisfy the matching funds requirements consistent with the
purposes expressed in the Contractor's application during the period of the
Contract.
(g) The Department will only release funds to reimburse eligible and documented
costs. Funds can be requested by sending a Request for Payment, in the format
prescribed by the Department, signed by duly authorized representatives of the
Contractor.
(h) As furthersetforth in Section 5 ACCEPTANCE OF PROGRAM REQUIREMENTS,
and Section 24 TERMINATION OF CONTRACT, if the Contractor fails to or is
unable to comply with any of the terms and conditions of this Contract, any costs
incurred will be the Contractor's sole responsibility and the Contractor agrees to
repay to the Department any funds advanced under the Contract.
(i) The Project funds may not be used to cover any costs incurred by the Contractor
prior to July 19, 2018,for any expenses not included in the Contractor's application
or an approved adjustment thereto, or for any expenses not clearly and adequately
supported by the Contractor's records.
(j) Once the Department has determined a Request for Payment to be complete, the
Department is allowed thirty (30) working days to process a Request for Payment.
The Contractor shall provide signatory and banking information at the time of
Contract execution in order to facilitate electronic funds transfer payments. The
Department may withhold payments to the Contractor if the Contractor has
breached the terms of this Contract.
(k) If actual Project expenses are less than projected in the budget, the Department,
at its discretion, may reduce the amount of BSTF funds to be provided to the
Contractor accordingly.
(1) If the Department determines that the Contractor has failed to satisfactorily carry
out its responsibilities under this Contract, the Department may withhold payment
to the Contractor until such time as the parties agree on a plan to remedy the
deficiency.
(m) The Department reserves the right to withdraw a commitment of any Program
funds for projects not ready to proceed within three (3) months after the date of
tentative award.
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(n) If the Assisted Business creates an eligible new job but fails to sustain that job for
the requisite duration, then the Contractor shall reimburse the Department all
funds received for that job. If the Assisted Business fails to create the required
number of jobs, then the Contractor shall reimburse the Department the
difference between the total amount advanced and the amount attributable to
actual jobs created. If the Assisted Business ceases operation at the Project
Site, then the Contractor shall reimburse the Department all funds received under
this Contract.
(o) At the request of the Department, Requests for Payment for contracted or
subcontracted services must attach appropriate documentation demonstrating
compliance with contract requirements.
(p) The Contractor may not use monies provided through this Contract as payment for
Project costs that are reimbursed from other sources.
(q) The Department will withhold ten percent(10%) of the total amount awarded to the
Contractor until the Department approves the complete the job creation and all
tasks outlined in Section 2 SCOPE OF WORK are completed by the Contractor
and approved by the Department.
Section 9. REPORTING REQUIREMENTS
(a) Quarterly Proiect Progress Reports. Unless otherwise specified by the
Department, the Contractor will also submit Project Progress Reports quarterly to
the Department until the Contractor receives Contract closeout approval from the
Department. The Project Progress Report must be provided on or before April
30th to cover the January 1-March 31 reporting period, July 31st to cover the April
1-June 30 reporting period, October 31st to cover the July 1-September 30
reporting period, and January 31st to cover the October 1-December 31 reporting
period,for each year of the Contract period and at closeout of the Contract. These
reports will describe the status of the activities set forth in Section 2 SCOPE OF
WORK, including, at a minimum:
• Certified employment documentation from the Assisted Business that includes
the breakdown of jobs created, using the Job Status Spreadsheet and
accompanying Job Certification Form; Written Progress Report that should
include the following items:
o detailing progress towards achieving the hiring objectives and project
goals that were described in the application;
o projected completion date;
o any difficulties encountered in working towards these goals;
o any changes within the assisted business structure, business name
or changes to its registration with the Montana Secretary of State's
office;
o any other pertinent information
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(b) The employment level of Profitable Ideas Inc. (PIE) one day prior to the contract
effective date of July 19, 2018 is 26 permanent, full-time employees onsite, per
the certified baseline job report.
(c) The report must also describe any significant problems encountered in carrying
out the Project and the scope of any necessary modifications the Contractor is
requesting in the SCOPE OF WORK, BUDGET, or Project implementation
schedule. The State, at its discretion, may decline to honor the final ten percent
(10%) Request for Payment if any required project progress reports have not been
submitted.
(d) Request for Payment with Report. Request for Payment with reports must include
all items listed in Section 9(a), plus the following:
• The Request for Payment Form signed by two authorized representatives,
• Project Progress Report detailing progress towards achieving the hiring
objectives and project goals that were described in the application as well as
describing any difficulties encountered in working towards these goals,
• Approved documentation verifying eligible costs were incurred,
• Documentation of matching funds expended to date.
(e) Project Closeout. Upon completion of the final Project, the Contractor will submit
a signed final Project Completion Report. The Project Completion report should
include all items in Section 9(a) and (c), with a request for payment for the final
10% of the award.
• Once the Department accepts the final Project Completion Report and the final
payment is processed, the Contractor will complete a Closeout Certification
Form.
• Once the Department approves the Closeout Certification Form from the
Contractor, the Department will officially closeout the project and send a letter
of closeout to the Contractor.
The Department may request additional documentation, when in the exercise of its
judgment such documentation is needed to confirm performance.
To assist the Department with program performance reporting, the BSTF award
recipient may be required to provide annual project updates for 3 years after the close
of the contract.
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Section 10. LIAISONS
The contact persons for this Contract are:
For the Department:
Annmarie Robinson (or successor)
Section Manager, Big Sky Economic Development Trust Fund Program, MDOC
P.O. Box 200505
Helena, MT 59620-0505
406-841-2250
For the Contractor:
Cyndy Andrus (or successor)
Mayor, City of Bozeman
P O Box 1230
Bozeman, MT 59771-1230
406-579-1302
Section 11. PROJECT MEETINGS
(a) Progress Meetings. During the term of the Contract, the Department may plan and
schedule progress meetings with the Contractor to discuss the progress made by
the Contractor and the Department in the performance of their respective
obligations. These progress meetings may include the parties' liaisons and any
other additional personnel involved in the performance of the contract as required.
At each such meeting, the Contractor may be requested to provide the Department
with a written status report that identifies any problem or circumstance
encountered by the Contractor, or of which the Contractor gained knowledge
during the period since the last such status report, which may prevent the
Contractor from completing any of its obligations or may generate charges in
excess of those previously agreed to by the parties. Contractor may be requested
to identify the amount of excess charges, if any, and the cause of any identified
problem or circumstance and the steps taken to remedy the same.
(b) Technical or Contractual Problems. The Contractor is required to meet with the
Department's liaison to resolve technical or contractual problems that may occur
during the term of the Contract, at no additional cost to the Department. Meetings
will occur as problems arise and will be coordinated by the Department. Failure to
participate in problem resolution meetings or failure to make a good faith effort to
resolve problems may result in termination of the Contract.
Section 12. ACCESS TO AND RETENTION OF RECORDS
The Contractor shall create and maintain records of the services covered by this Contract,
including but not limited to financial records, supporting documents, and such other
records as are required by law or other authority, and to provide the Department, Montana
Legislative Auditor, or their authorized agent's access to any records necessary to
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determine contract compliance. (Mont. Code Ann. § 18-1-118.) The Contractor agrees
to create and retain records supporting the services rendered or supplies delivered for a
period of three (3) years after either the completion date of the Contract or the conclusion
of any claim, litigation, or exception relating to the Contract taken by the State of Montana
or third party, whichever is later. These records will be kept in the Contractor's offices in
Bozeman, Montana.
Section 13. PROJECT MONITORING
(a) The Department or any of its authorized agents may monitor and inspect all phases
and aspects of the Contractor's performance to determine compliance with the
SCOPE OF WORK, the proper use of Program funds, and other technical and
administrative requirements of this Contract, including the adequacy of the
Contractor's records and accounts. The Department will advise the Contractor of
any specific areas of concern and provide the Contractor opportunity to propose
corrective actions acceptable to the Department.
(b) Failure by the Contractor to proceed with reasonable promptness to take
necessary corrective actions shall be a default. If the Contractor's corrective
actions remain unacceptable, the Department may terminate this Contract in whole
or in part, or reduce the contract price or award to reflect the reduced value of
services received.
Section 14. COMPLIANCE WITH APPLICABLE LAWS
The Contractor must, in performance of work under the Contract, fully comply with all
applicable federal, state, or local laws, rules and regulations, including Executive Order
No. 12-2015 Amending and Providing For Implementation of the Montana Sage Grouse
Conservation Strategy , the Montana Human Rights Act, the Civil Rights Act of 1964, the
Age Discrimination Act of 1975, the Americans with Disabilities Act of 1990, and Section
504 of the Rehabilitation Act of 1973 and the Patient Protection and Affordable Care Act
("Affordable Care Act"). Any subletting or subcontracting by the Contractor subjects
subcontractors to the same provisions. In accordance with Mont. Code Ann. § 49-3-207,
Executive Order No. 04-2016, the Grantee agrees that the hiring of persons to perform
the Contract will be made on the basis of merit and qualifications and there will be no
discrimination based upon race, color, sex, pregnancy, childbirth or medical conditions
related to 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.
The Affordable Care Act requires a Contractor, if Contractor is an applicable large
employer under the ACA, to provide healthcare coverage for its employees, who provide
services for the State and work for 30 or more hours per week. This coverage must also
cover the eligible employee's dependents under the age of 26.
The coverage must (a) meet the minimum essential coverage, minimum value, and
affordability requirements of the employer responsibility provisions under Section 4980H
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of the Code (ACA), and (b) otherwise satisfy the requirements of the Code § 4980 H
(ACA) if provided by the State.
Section 15. AVOIDANCE OF CONFLICT OF INTEREST
The Contractor will comply with all applicable laws regarding the avoidance of conflict of
interest. In addition, the Contractor agrees that none of its officers, employees, or agents
will solicit or accept gratuities, favors, or anything of monetary value from contractors,
subcontractors, or potential contractors and subcontractors, who provide or propose to
provide services relating to the project funded under this Contract.
Section 16. ACCOUNTING, COST PRINCIPLES, AND AUDITING
(a) The Contractor, in accordance with Section 18-4-311, MCA; 5 U.S.C. App. 3 §§ 1
et seq.; OMB Circular A-133; and other authorities, must maintain for the purposes
of this Contract an accounting system of procedures and practices that conforms
to Generally Accepted Accounting Principles (GAAP).
(b) The Department, Montana Legislative Auditor, Inspector General of the U.S.
Department of Commerce, or any other legally authorized governmental entity or
their authorized agents may, at any time during or after the term of this Contract,
conduct, in accordance with Sections 5-13-204 and 18-1-118, MCA; 5 U.S.C. App.
3 §§ 1 et seq.; OMB Circular A-133; and other authorities, audits for the purposes
of ensuring the appropriate administration and expenditure of the monies provided
through this Contract and to ensure the appropriate administration and delivery of
services provided through this Contract.
(c) The Contractor, for purposes of audit and other administrative activities, in
accordance with 18-1-118, MCA; 5 U.S.C. App. 3 §§ 1 et seq.; OMB Circular A-
133; and other authorities, must provide the Department, Montana Legislative
Auditor, Inspector General of the U.S. Department of Commerce, or any other
legally authorized governmental entity or their authorized agents access at any
time to all of their respective records, materials and information, including any and
all audit reports with supporting materials and work documents, pertinent to the
services provided under this Contract until the expiration of three (3) years from
the completion date of this Contract. The Department and any other legally
authorized governmental entity or their authorized agents may record any
information and make copies of any materials necessary for the conduct of an audit
or other necessary administrative activity.
Section 17. OWNERSHIP AND PUBLICATION OF MATERIALS
All reports, information, data, and other materials prepared by the Contractor, or any of
its contractors or subcontractors, in furtherance of this Contract are the property of the
Contractor and the Department, which both have the royalty-free, nonexclusive, and
irrevocable right to reproduce, publish or otherwise use, and to authorize others to use,
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in whole or part, such property and any information relating thereto. No material produced
in whole or part under this Contract may be copyrighted or patented in the United States
or in any other country without the prior written approval of the Department and the
Contractor.
Section 18. ASSIGNMENT, TRANSFER, AND SUBCONTRACTING
(a) The Contractor may not assign, transfer, delegate, or subcontract, in whole or part,
this Contract or any right or duty arising under this Contract, unless the Department
in writing approves the assignment, transfer, delegation, or subcontract.
(b) Any assignment, transfer, delegation, or subcontract entered into by the Contractor
must be in writing, must be subject to the terms and conditions of this Contract,
and must contain any further conditions as may be required by the Department.
(c) The Department's approval of any assignment, transfer, delegation, or subcontract
neither makes the Department a party to that contract nor creates any right, claim,
or interest in favor of any party to that contract against the Department.
(d) The Contractor must immediately notify the Department of any litigation concerning
any assignment, transfer, delegation, or subcontract.
Section 19. HOLD HARMLESS AND INDEMNIFICATION
The Contractor agrees to protect, defend, and save the Department, 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, to the extent arising in favor of the
Contractor's employees or third parties on account of bodily or personal injuries, death,
or damage to property arising out of Contractor's negligence in connection with services
performed or omissions of services or in any way resulting from the negligent acts or
omissions of the Contractor and/or its agents, employees, representatives, assigns,
contractors, subcontractors, except the sole negligence of the Department under this
agreement.
Section 20. INSURANCE
(a) General Requirements. Contractor shall maintain and shall assure that its
representatives, assigns, and subcontractors maintain for the duration of the
Contract, at their own cost and expense, liability insurance against claims for
injuries to persons or damages to property, which may arise from or in connection
with the performance of the duties and obligations in the Contract by Contractor,
its agents, employees, representatives, assigns, or subcontractors. This insurance
shall cover such claims as may be caused by any negligent act or omission. The
Department, its officers, officials, and employees are to be covered as additional
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insured's for all claims arising out of the use of award proceeds provided by the
State of Montana.
(b) General Liability Insurance. At its sole cost and expense, the Contractor shall
purchase occurrence coverage with minimum combined single limits of$1 million
per occurrence and $2 million aggregate per year, or as established by statutory
Tort limits of$750,000 per claim and $1,500,000 per occurrence as provided by a
self-insurance pool insuring counties, cities, or towns, as authorized under Section
2-9-211, MCA.
(c) Professional Liability Insurance. Contractor shall assure that any representatives,
assigns, and subcontractors performing professional services under this Contract
purchase occurrence coverage with combined single limits for each wrongful act
of $1,000,000 per occurrence and $2,000,000 aggregate per year. Note: if
"occurrence" coverage is unavailable or cost prohibitive, the Contractor may
provide "claims made" coverage provided the following conditions are met: (1) the
commencement date of the contract must not fall outside the effective date of
insurance coverage and it will be the retroactive date for insurance coverage in
future years; and (2) the claims made policy must have a three (3) year tail for
claims that are made (filed) after the cancellation or expiration date of the policy.
(d) Property Insurance. At its sole cost and expense, the Contractor shall maintain
property and hazard insurance, including course of construction coverage, and
earthquake insurance in areas where there is a shaking level above 10g (see map
at http://www.rmtd.mt.gov/content/aboutus/publications/files/NEHRP.pdf) for loss
or damage for any building and all related improvements and contents therein on
the premises on a replacement cost basis throughout the term of the contract.
(e) General Provisions. All insurance coverage shall be placed with a carrier licensed
to do business in the State of Montana or by a domiciliary state and with a Best's
rating of at least A-, or by a public entity self-insured program either individually or
on a pool basis as provided by Title 2, MCA. All certificates and endorsements are
to be received by the Department prior to beginning any activity provided for under
the Contract. Contractor shall notify the Department immediately of any material
change in insurance coverage, such as changes in limits, coverage, change in
status of policy, etc. The Department reserves the right to request complete copies
of Contractor's insurance policy including endorsements at any time.
Section 21. INDEPENDENT CONTRACTOR
The Contractor and its employees or agents performing under this Contract are not
employees or agents of the Department. The Contractor will not claim to be an officer or
employee of the Department by reason of this Contract, nor will it make any claim of right,
privilege or benefit which would accrue to a civil service employee of the State of
Montana.
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Section 22. DEBARMENT
The Contractor certifies and agrees to ensure during the term of this Contract that neither
it nor its principals, contractors, or subcontractors are debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this Contract
by any governmental department or agency. If the Contractor cannot certify this
statement, it has attached a written explanation for review by the Department.
Section 23. CONTRACT AMENDMENT
Except as otherwise set forth herein, this Contract may not be enlarged, modified, or
altered except upon written agreement by all parties to the Contract.
Section 24. TERMINATION OF CONTRACT
This Contract may only be terminated in whole or in part as follows:
(a) Termination Due to Loss or Reduction of Funding. The Department, at its sole
discretion, may terminate or reduce the scope of this Contract if available funding
sources are eliminated or reduced for any reason. If a termination or modification
is so required, the Department may, if sufficient program funds are available,
compensate the Contractor for eligible services rendered and actual, necessary,
and eligible expenses incurred as of the revised termination date. The Department
will notify the Contractor of the effective date of the termination or modification of
this Contract and, if a reduction in funding is required, will provide the Contractor
with a modified Project budget.
(b) Termination for Cause with Notice to Cure Requirement. The Department may
terminate this Contract for failure of the Contractor, its contractors, or
subcontractors to perform or comply with any of the services, duties, terms or
conditions contained in this Contract after giving the Contractor written notice of
the stated failure. The written notice will demand performance of the stated failure
within a specified period of time of not less than thirty (30) days. If the demanded
performance is not completed within the specified period, the termination is
effective at the end of the specified period.
(c) Effect of Termination. In the event of termination due to the Contractor's, its
contractors', or subcontractors' failure to perform or comply with any of the
services, duties, terms, or conditions of this Contract, the Contractor shall return
all funds received under this Contract. Any costs incurred will be the
responsibility of the Contractor. However, at its sole discretion, the Department
may approve requests by the Contractor for reimbursement of expenses
incurred. The Department's decision to authorize payment of any costs incurred
or to recover expended Program funds will be based on a consideration of the
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extent to which the expenditure of those funds represented a good faith effort of
the Contractor to comply with the any of those services, duties, terms, or
conditions of this Contract, and on whether the failure to comply with any of those
services, duties, terms, or conditions resulted from circumstances beyond the
Contractor's control.
Section 25. DEFAULT
Failure on the part of either party to perform the provisions of the Contract constitutes
default. Default may result in the pursuit of remedies for breach of contract as set forth
herein or as otherwise legally available, including but not limited to damages and specific
performance.
Section 26. NO WAIVER OF BREACH
No failure by the Department to enforce any provisions hereof after any event of breach
shall be deemed a waiver of its rights with regard to that event, or any subsequent event.
No express failure of any event of breach shall be deemed a waiver of any provision
hereof. No such failure or waiver shall be deemed a waiver of the right of the Department
to enforce each and all of the provisions hereof upon any further or other breach on the
part of the Contractor.
Section 27. COMPLIANCE WITH WORKERS' COMPENSATION ACT
The Contractor accepts responsibility for supplying, and requiring all subcontractors to
supply, the Department with proof of compliance with the Montana Workers'
Compensation Act while performing work for the State of Montana. (Mont. Code Ann. §§
39-71-401, 39-71-405, and 39-71-417.) Neither the Contractor nor its employees are
employees of the State. The proof of insurance/exemption must be in the form of workers'
compensation insurance, an independent contractor exemption, or documentation of
corporate officer status and must be received by the Department within 10 working days
of the execution of this Contract, and must be kept current for the entire term of the
contract.
CONTRACTS WILL BE TERMINATED PURSUANT TO THE PROVISIONS OF
SECTION 24 TERMINATION OF CONTRACT IF THE CONTRACTOR FAILS TO
PROVIDE THE REQUIRED DOCUMENTATION WITHIN THE ALLOTTED TIME
FRAME.
Coverage may be provided through a private carrier or through the State Compensation
Insurance Fund (406) 444-6500. An exemption can be requested through the
Department of Labor and Industry, Employment Relations Division (406) 444-1446.
Corporate officers must provide documentation of their exempt status.
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Section 28. FORCE MAJEURE
Neither party shall be 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 non-performing party, so long as such party is using
its best efforts to remedy such failure or delays.
Section 29. SEPARABILITY
A declaration by any court, or any other binding legal forum, 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 dependent.
Section 30. NOTICE
All notices required under the provisions of the Contract must be in writing and delivered
to the parties' liaisons identified herein either by first class mail or personal service.
Section 31. NO ARBITRATION
Unless otherwise agreed to in writing or provided for by law, arbitration is not available to
the parties as a method of resolving disputes that would arise under the Contract.
Section 32. REFERENCE TO CONTRACT
The Contract number must appear on all invoices, reports, and correspondence
pertaining to the Contract.
Section 33. JURISDICTION AND VENUE
This Contract is governed by the laws of Montana. The parties agree that any litigation
concerning 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. (Section 18-1-401, MCA).
Section 34. FUNDING ACKNOWLEDGEMENT
All materials developed wholly or in part by the funding provided under the Contract shall
state that "The funding for the (insert name of project) was funded (in part, if applicable)
by an award from the Montana Department of Commerce." Any variations from this
language must be approved by the Department prior to use. The Department of
Commerce logo is also available for use upon request.
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Section 35. INTEGRATION
This contract contains the entire agreement between the parties, and no statements,
promises, or inducements of any kind made by either party, or the agents of either party,
not contained herein or in a properly executed amendment hereto are valid or binding.
Amendments to this contract must be signed by both parties.
IN WITNESS OF THE TERMS SET OUT ABOVE, the parties hereto have caused
this Contract to be executed on the dates set out below.
By: 8/28/2018
Cyn y Andrus Date
Mayor, City of Bozeman
ATTEST:
8/28/2018
Robin Crough, MPA, City Clerk Date
By: parts 8/28/2018
Pam Haxby- ote Date
Director, Montana Department of Commerce
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MONTANA DEPARTMENT OF COMMERCE
BIG SKY ECONOMIC DEVELOPMENT TRUST FUND PROGRAM
CONTRACT# MT-BSTF-1-19-06
This Contract is entered into by the City of Bozeman, P O Box 1230 Bozeman,
Montana 59771-1230 (the "Contractor"), and the Montana Department of Commerce,
Helena, Montana (the "Department").
The Contractor and the Department hereby agree to the following terms:
Section 1. PURPOSE
The purpose of this Contract is to provide funding for Big Sky Economic Development
Trust Fund (BSTF) Program (the Program) Economic Development Job Creation
Project activities approved by the Department which the Contractor has applied for project
funds pursuant to Sections 90-1-201 et seq., Montana Code Annotated (MCA).
Program funds have been awarded to assist the Contractor and Profitable Ideas Inc.
(PIE), 815 Manley Rd., Bozeman, MT 59715-8840, (the"Assisted Business")with wage
reimbursement and the creation of jobs in Montana.
The Assisted Business has agreed to create 8 eligible net new jobs at the project site
located at Bozeman, Montana 59715-8840, (the "Project Site") in the Contractor's
jurisdictional area within the Contract time period. An eligible net new job is defined as
one that is new to the company and has not been filled before July 19, 2018. Eligible new
job criteria is a full-time job, meaning a predominantly year-round position requiring an
average of 35 hours of work each week, and pays wages that meet or exceed $19.58 per
hour, before the value of benefits is added,
In addition, the Contractor and the Assisted Business have agreed to a total new
investment at the Project Site, which is equal to or greater than $1 for every$1 of BSTF
financial assistance received, within this Contract time period.
Section 2. SCOPE OF WORK
The Contractor hereby agrees to engage in Project activities as set forth in the
Contractor's application, including any written modifications resulting from the review of
the application by the Department for Project assistance, all of which, by this reference
are made a part hereof.
The major components of the Project include the wage reimbursement, and
documentation that the matching requirement has been met and documentation of eligible
job creation in Bozeman, Montana, and the administration of this Contract.
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Section 3. AUTHORITY
This Contract is issued under authority of Title 90, Chapter 1, Part 2, Montana Code
Annotated, and the Administrative Rules of Montana, Title 8, Chapter 99.
Section 4. APPLICATION INCORPORATED BY REFERENCE
The Contractor's application for Program assistance and all appendices thereto, including
any written modifications resulting from the review of the application by the Department
(collectively, the "Project"), is incorporated into this Contract by this reference and the
representations made therein are binding on the Contractor.
Section 5. ACCEPTANCE OF PROGRAM REQUIREMENTS
(a) The Contractor shall comply with all applicable local, state, tribal, and federal laws,
regulations, ordinances, and resolutions, and all administrative directives and
procedures established by the Department, including all the provisions, guidelines
and requirements set forth on the Program's website: http://bstf.mt.gov.
(b) The Contractor expressly agrees to repay to the Department any funds advanced
under this Contract that the Contractor, or its contractors, subcontractors, or sub
recipient entities, or any public or private agent or agency to which it delegates
authority to carry out portions of this Contract, expends in violation of the terms of
this Contract, the statutes and regulations governing the Program, or any
applicable local, state, tribal, or federal requirements.
Section 6. EFFECTIVE DATE AND TIME OF PERFORMANCE
(a) This Contract shall take effect on July 19, 2018 and will terminate upon completion
of the final closeout by the Department, or by July 19, 2019, whichever comes
first, unless otherwise terminated in accordance with the terms of this Contract.
(b) All Program award monies must be expended by the Contractor within the timeline
specified in the Contractor's application, which by reference is made a part of this
Contract. The Contractor may modify the implementation schedule set forth in the
Contractor's application only upon obtaining prior approval of the Department.
(c) Each party, after termination of this Contract, remains subject to and obligated to
comply with all legal and continuing contractual obligations arising in relation to its
duties and responsibilities that may arise under the contract including, but not
limited to, record retention, audits, and indemnification.
d) The Department reserves the right to extend this Contract based on but not limited
to the Contractor's performance of the contracted activities, the Contractor's
compliance with program requirements and the availability of program funding.
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Section 7. BUDGET
(a) The total amount to be awarded to the Contractor under this Contract will not
exceed $40,000.00 to be used as follows:
• Up to $36,800.00 to assist the Assisted Business with wage reimbursement
and;
• Up to $3,200.00 for eligible administrative expenses.
(b) The Project budget is set forth in the application, as submitted by the Contractor
and approved by the Department, and as specifically incorporated by this
reference. The Department must approve budget adjustments to the Project in
advance. To obtain approval of a budget adjustment, the Contractor shall describe
the rationale for a budget adjustment in writing to the Department.
(c) Any Project expenses the Contractor fails to incur on or before July 19, 2019 will
revert to the Big Sky Economic Development Trust Fund.
Section 8. CONDITIONS ON METHOD OF REIMBURSEMENT
(a) The total amount to be awarded to the Contractor under the Contract shall be up
to $5,000.00 per eligible net new job created by the Assisted Business for
documented costs with reimbursement not to exceed a total of $40,000.00 for the
entire Contract. The Department will not reimburse the Contractor for any costs
incurred prior to July 18, 2018, nor for any expenses not included in the approved
budget or not clearly and accurately supported by the Contractor's records.
(b) The Contractor and the Assisted Business shall satisfy the matching funds
requirements consistent with the purposes expressed in the application during the
period of the Contract and shall meet or exceed the 1:1 required match ratio.
(c) Unless otherwise authorized by the Department,the Contractor may receive award
funds periodically over the Contract period only upon documenting the expenditure
of the required matching funds and the creation of the eligible net new jobs by the
Assisted Business, and after incurring eligible expenses.
(d) The Department will use funds appropriated for the Program to fund awards to
those entities that have received a Notice of Award letter. The Contractor
acknowledges that its access to Program funds is subject to their availability.
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(e) The Department agrees that, if and when the funds described in paragraph (a) of
this Section are available, the Department will authorize the Contractor to request
payment from Program funding awarded for the Contractor's Project. In requesting
reimbursement, the Contractor will follow the instructions supplied by the
Department.
(f) The Contractor shall satisfy the matching funds requirements consistent with the
purposes expressed in the Contractor's application during the period of the
Contract.
(g) The Department will only release funds to reimburse eligible and documented
costs. Funds can be requested by sending a Request for Payment, in the format
prescribed by the Department, signed by duly authorized representatives of the
Contractor.
(h) As further set forth in Section 5 ACCEPTANCE OF PROGRAM REQUIREMENTS,
and Section 24 TERMINATION OF CONTRACT, if the Contractor fails to or is
unable to comply with any of the terms and conditions of this Contract, any costs
incurred will be the Contractor's sole responsibility and the Contractor agrees to
repay to the Department any funds advanced under the Contract.
(i) The Project funds may not be used to cover any costs incurred by the Contractor
prior to July 19, 2018,for any expenses not included in the Contractor's application
or an approved adjustment thereto, or for any expenses not clearly and adequately
supported by the Contractor's records.
Q) Once the Department has determined a Request for Payment to be complete, the
Department is allowed thirty (30) working days to process a Request for Payment.
The Contractor shall provide signatory and banking information at the time of
Contract execution in order to facilitate electronic funds transfer payments. The
Department may withhold payments to the Contractor if the Contractor has
breached the terms of this Contract.
(k) If actual Project expenses are less than projected in the budget, the Department,
at its discretion, may reduce the amount of BSTF funds to be provided to the
Contractor accordingly.
(1) If the Department determines that the Contractor has failed to satisfactorily carry
out its responsibilities under this Contract, the Department may withhold payment
to the Contractor until such time as the parties agree on a plan to remedy the
deficiency.
(m) The Department reserves the right to withdraw a commitment of any Program
funds for projects not ready to proceed within three (3) months after the date of
tentative award.
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(n) If the Assisted Business creates an eligible new job but fails to sustain that job for
the requisite duration, then the Contractor shall reimburse the Department all
funds received for that job. If the Assisted Business fails to create the required
number of jobs, then the Contractor shall reimburse the Department the
difference between the total amount advanced and the amount attributable to
actual jobs created. If the Assisted Business ceases operation at the Project
Site, then the Contractor shall reimburse the Department all funds received under
this Contract.
(o) At the request of the Department, Requests for Payment for contracted or
subcontracted services must attach appropriate documentation demonstrating
compliance with contract requirements.
(p) The Contractor may not use monies provided through this Contract as payment for
Project costs that are reimbursed from other sources.
(q) The Department will withhold ten percent(10%)of the total amount awarded to the
Contractor until the Department approves the complete the job creation and all
tasks outlined in Section 2 SCOPE OF WORK are completed by the Contractor
and approved by the Department.
Section 9. REPORTING REQUIREMENTS
(a) Quarterly Project Progress Reports. Unless otherwise specified by the
Department, the Contractor will also submit Project Progress Reports quarterly to
the Department until the Contractor receives Contract closeout approval from the
Department. The Project Progress Report must be provided on or before April
30th to cover the January 1-March 31 reporting period, July 31 st to cover the April
1-June 30 reporting period, October 31st to cover the July 1-September 30
reporting period, and January 31 st to cover the October 1-December 31 reporting
period,for each year of the Contract period and at closeout of the Contract. These
reports will describe the status of the activities set forth in Section 2 SCOPE OF
WORK, including, at a minimum:
• Certified employment documentation from the Assisted Business that includes
the breakdown of jobs created, using the Job Status Spreadsheet and
accompanying Job Certification Form; Written Progress Report that should
include the following items:
o detailing progress towards achieving the hiring objectives and project
goals that were described in the application;
o projected completion date;
o any difficulties encountered in working towards these goals;
o any changes within the assisted business structure, business name
or changes to its registration with the Montana Secretary of State's
office;
o any other pertinent information
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(b) The employment level of Profitable Ideas Inc. (PIE) one day prior to the contract
effective date of July 19, 2018 is 26 permanent, full-time employees onsite, per
the certified baseline job report.
(c) The report must also describe any significant problems encountered in carrying
out the Project and the scope of any necessary modifications the Contractor is
requesting in the SCOPE OF WORK, BUDGET, or Project implementation
schedule. The State, at its discretion, may decline to honor the final ten percent
(10%) Request for Payment if any required project progress reports have not been
submitted.
(d) Request for Payment with Report. Request for Payment with reports must include
all items listed in Section 9(a), plus the following:
• The Request for Payment Form signed by two authorized representatives,
• Project Progress Report detailing progress towards achieving the hiring
objectives and project goals that were described in the application as well as
describing any difficulties encountered in working towards these goals,
• Approved documentation verifying eligible costs were incurred,
• Documentation of matching funds expended to date.
(e) Proiect Closeout. Upon completion of the final Project, the Contractor will submit
a signed final Project Completion Report. The Project Completion report should
include all items in Section 9(a) and (c), with a request for payment for the final
10% of the award.
• Once the Department accepts the final Project Completion Report and the final
payment is processed, the Contractor will complete a Closeout Certification
Form.
• Once the Department approves the Closeout Certification Form from the
Contractor, the Department will officially closeout the project and send a letter
of closeout to the Contractor.
The Department may request additional documentation, when in the exercise of its
judgment such documentation is needed to confirm performance.
To assist the Department with program performance reporting, the BSTF award
recipient may be required to provide annual project updates for 3 years after the close
of the contract.
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Section 10. LIAISONS
The contact persons for this Contract are:
For the Department:
Annmarie Robinson (or successor)
Section Manager, Big Sky Economic Development Trust Fund Program, MDOC
P.O. Box 200505
Helena, MT 59620-0505
406-841-2250
For the Contractor:
Cyndy Andrus (or successor)
Mayor, City of Bozeman
P O Box 1230
Bozeman, MT 59771-1230
406-579-1302
Section 11. PROJECT MEETINGS
(a) Progress Meetings. During the term of the Contract, the Department may plan and
schedule progress meetings with the Contractor to discuss the progress made by
the Contractor and the Department in the performance of their respective
obligations. These progress meetings may include the parties' liaisons and any
other additional personnel involved in the performance of the contract as required.
At each such meeting, the Contractor may be requested to provide the Department
with a written status report that identifies any problem or circumstance
encountered by the Contractor, or of which the Contractor gained knowledge
during the period since the last such status report, which may prevent the
Contractor from completing any of its obligations or may generate charges in
excess of those previously agreed to by the parties. Contractor may be requested
to identify the amount of excess charges, if any, and the cause of any identified
problem or circumstance and the steps taken to remedy the same.
(b) Technical or Contractual Problems. The Contractor is required to meet with the
Department's liaison to resolve technical or contractual problems that may occur
during the term of the Contract, at no additional cost to the Department. Meetings
will occur as problems arise and will be coordinated by the Department. Failure to
participate in problem resolution meetings or failure to make a good faith effort to
resolve problems may result in termination of the Contract.
Section 12. ACCESS TO AND RETENTION OF RECORDS
The Contractor shall create and maintain records of the services covered by this Contract,
including but not limited to financial records, supporting documents, and such other
records as are required by law or other authority, and to provide the Department, Montana
Legislative Auditor, or their authorized agent's access to any records necessary to
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determine contract compliance. (Mont. Code Ann. § 18-1-118.) The Contractor agrees
to create and retain records supporting the services rendered or supplies delivered for a
period of three (3) years after either the completion date of the Contract or the conclusion
of any claim, litigation, or exception relating to the Contract taken by the State of Montana
or third party, whichever is later. These records will be kept in the Contractor's offices in
Bozeman, Montana.
Section 13. PROJECT MONITORING
(a) The Department or any of its authorized agents may monitor and inspect all phases
and aspects of the Contractor's performance to determine compliance with the
SCOPE OF WORK, the proper use of Program funds, and other technical and
administrative requirements of this Contract, including the adequacy of the
Contractor's records and accounts. The Department will advise the Contractor of
any specific areas of concern and provide the Contractor opportunity to propose
corrective actions acceptable to the Department.
(b) Failure by the Contractor to proceed with reasonable promptness to take
necessary corrective actions shall be a default. If the Contractor's corrective
actions remain unacceptable, the Department may terminate this Contract in whole
or in part, or reduce the contract price or award to reflect the reduced value of
services received.
Section 14. COMPLIANCE WITH APPLICABLE LAWS
The Contractor must, in performance of work under the Contract, fully comply with all
applicable federal, state, or local laws, rules and regulations, including Executive Order
No. 12-2015 Amending and Providing For Implementation of the Montana Sage Grouse
Conservation Strategy , the Montana Human Rights Act, the Civil Rights Act of 1964, the
Age Discrimination Act of 1975, the Americans with Disabilities Act of 1990, and Section
504 of the Rehabilitation Act of 1973 and the Patient Protection and Affordable Care Act
("Affordable Care Act"). Any subletting or subcontracting by the Contractor subjects
subcontractors to the same provisions. In accordance with Mont. Code Ann. § 49-3-207,
Executive Order No. 04-2016, the Grantee agrees that the hiring of persons to perform
the Contract will be made on the basis of merit and qualifications and there will be no
discrimination based upon race, color, sex, pregnancy, childbirth or medical conditions
related to 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.
The Affordable Care Act requires a Contractor, if Contractor is an applicable large
employer under the ACA, to provide healthcare coverage for its employees, who provide
services for the State and work for 30 or more hours per week. This coverage must also
cover the eligible employee's dependents under the age of 26.
The coverage must (a) meet the minimum essential coverage, minimum value, and
affordability requirements of the employer responsibility provisions under Section 4980H
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of the Code (ACA), and (b) otherwise satisfy the requirements of the Code § 4980 H
(ACA) if provided by the State.
Section 15. AVOIDANCE OF CONFLICT OF INTEREST
The Contractor will comply with all applicable laws regarding the avoidance of conflict of
interest. In addition, the Contractor agrees that none of its officers, employees, or agents
will solicit or accept gratuities, favors, or anything of monetary value from contractors,
subcontractors, or potential contractors and subcontractors, who provide or propose to
provide services relating to the project funded under this Contract.
Section 16. ACCOUNTING, COST PRINCIPLES, AND AUDITING
(a) The Contractor, in accordance with Section 18-4-311, MCA; 5 U.S.C. App. 3 §§ 1
et seq.; OMB Circular A-133; and other authorities, must maintain for the purposes
of this Contract an accounting system of procedures and practices that conforms
to Generally Accepted Accounting Principles (GAAP).
(b) The Department, Montana Legislative Auditor, Inspector General of the U.S.
Department of Commerce, or any other legally authorized governmental entity or
their authorized agents may, at any time during or after the term of this Contract,
conduct, in accordance with Sections 5-13-204 and 18-1-118, MCA; 5 U.S.C. App.
3 §§ 1 et seq.; OMB Circular A-133; and other authorities, audits for the purposes
of ensuring the appropriate administration and expenditure of the monies provided
through this Contract and to ensure the appropriate administration and delivery of
services provided through this Contract.
(c) The Contractor, for purposes of audit and other administrative activities, in
accordance with 18-1-118, MCA; 5 U.S.C. App. 3 §§ 1 et seq.; OMB Circular A-
133; and other authorities, must provide the Department, Montana Legislative
Auditor, Inspector General of the U.S. Department of Commerce, or any other
legally authorized governmental entity or their authorized agents access at any
time to all of their respective records, materials and information, including any and
all audit reports with supporting materials and work documents, pertinent to the
services provided under this Contract until the expiration of three (3) years from
the completion date of this Contract. The Department and any other legally
authorized governmental entity or their authorized agents may record any
information and make copies of any materials necessary for the conduct of an audit
or other necessary administrative activity.
Section 17. OWNERSHIP AND PUBLICATION OF MATERIALS
All reports, information, data, and other materials prepared by the Contractor, or any of
its contractors or subcontractors, in furtherance of this Contract are the property of the
Contractor and the Department, which both have the royalty-free, nonexclusive, and
irrevocable right to reproduce, publish or otherwise use, and to authorize others to use,
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in whole or part, such property and any information relating thereto. No material produced
in whole or part under this Contract may be copyrighted or patented in the United States
or in any other country without the prior written approval of the Department and the
Contractor.
Section 18. ASSIGNMENT, TRANSFER, AND SUBCONTRACTING
(a) The Contractor may not assign, transfer, delegate, or subcontract, in whole or part,
this Contract or any right or duty arising under this Contract, unless the Department
in writing approves the assignment, transfer, delegation, or subcontract.
(b) Any assignment,transfer, delegation, or subcontract entered into by the Contractor
must be in writing, must be subject to the terms and conditions of this Contract,
and must contain any further conditions as may be required by the Department.
(c) The Department's approval of any assignment, transfer, delegation, or subcontract
neither makes the Department a party to that contract nor creates any right, claim,
or interest in favor of any party to that contract against the Department.
(d) The Contractor must immediately notify the Department of any litigation concerning
any assignment, transfer, delegation, or subcontract.
Section 19. HOLD HARMLESS AND INDEMNIFICATION
The Contractor agrees to protect, defend, and save the Department, 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, to the extent arising in favor of the
Contractor's employees or third parties on account of bodily or personal injuries, death,
or damage to property arising out of Contractor's negligence in connection with services
performed or omissions of services or in any way resulting from the negligent acts or
omissions of the Contractor and/or its agents, employees, representatives, assigns,
contractors, subcontractors, except the sole negligence of the Department under this
agreement.
Section 20. INSURANCE
(a) General Requirements. Contractor shall maintain and shall assure that its
representatives, assigns, and subcontractors maintain for the duration of the
Contract, at their own cost and expense, liability insurance against claims for
injuries to persons or damages to property, which may arise from or in connection
with the performance of the duties and obligations in the Contract by Contractor,
its agents, employees, representatives, assigns, or subcontractors. This insurance
shall cover such claims as may be caused by any negligent act or omission. The
Department, its officers, officials, and employees are to be covered as additional
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insured's for all claims arising out of the use of award proceeds provided by the
State of Montana.
(b) General Liability Insurance. At its sole cost and expense, the Contractor shall
purchase occurrence coverage with minimum combined single limits of$1 million
per occurrence and $2 million aggregate per year, or as established by statutory
Tort limits of$750,000 per claim and $1,500,000 per occurrence as provided by a
self-insurance pool insuring counties, cities, or towns, as authorized under Section
2-9-211, MCA.
(c) Professional Liability Insurance. Contractor shall assure that any representatives,
assigns, and subcontractors performing professional services under this Contract
purchase occurrence coverage with combined single limits for each wrongful act
of $1,000,000 per occurrence and $2,000,000 aggregate per year. Note: if
"occurrence" coverage is unavailable or cost prohibitive, the Contractor may
provide "claims made" coverage provided the following conditions are met: (1) the
commencement date of the contract must not fall outside the effective date of
insurance coverage and it will be the retroactive date for insurance coverage in
future years; and (2) the claims made policy must have a three (3) year tail for
claims that are made (filed) after the cancellation or expiration date of the policy.
(d) Property Insurance. At its sole cost and expense, the Contractor shall maintain
property and hazard insurance, including course of construction coverage, and
earthquake insurance in areas where there is a shaking level above 10g (see map
at http://www.rmtd.mt.gov/content/aboutus/publications/files/NEHRP.pdf) for loss
or damage for any building and all related improvements and contents therein on
the premises on a replacement cost basis throughout the term of the contract.
(e) General Provisions. All insurance coverage shall be placed with a carrier licensed
to do business in the State of Montana or by a domiciliary state and with a Best's
rating of at least A-, or by a public entity self-insured program either individually or
on a pool basis as provided by Title 2, MCA. All certificates and endorsements are
to be received by the Department prior to beginning any activity provided for under
the Contract. Contractor shall notify the Department immediately of any material
change in insurance coverage, such as changes in limits, coverage, change in
status of policy, etc. The Department reserves the right to request complete copies
of Contractor's insurance policy including endorsements at any time.
Section 21. INDEPENDENT CONTRACTOR
The Contractor and its employees or agents performing under this Contract are not
employees or agents of the Department. The Contractor will not claim to be an officer or
employee of the Department by reason of this Contract, nor will it make any claim of right,
privilege or benefit which would accrue to a civil service employee of the State of
Montana.
Page 11 of 15
Big Sky Economic Development Trust Fund Program Contract#MT-BSTF-1-19-06
Montana Department of Commerce Updated 10-16-15 City of Bozeman
DocuSign Envelope ID:1ABBE342-361F-46C1-8DA2-E443D9872453
Section 22. DEBARMENT
The Contractor certifies and agrees to ensure during the term of this Contract that neither
it nor its principals, contractors, or subcontractors are debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this Contract
by any governmental department or agency. If the Contractor cannot certify this
statement, it has attached a written explanation for review by the Department.
Section 23. CONTRACT AMENDMENT
Except as otherwise set forth herein, this Contract may not be enlarged, modified, or
altered except upon written agreement by all parties to the Contract.
Section 24. TERMINATION OF CONTRACT
This Contract may only be terminated in whole or in part as follows:
(a) Termination Due to Loss or Reduction of Funding. The Department, at its sole
discretion, may terminate or reduce the scope of this Contract if available funding
sources are eliminated or reduced for any reason. If a termination or modification
is so required, the Department may, if sufficient program funds are available,
compensate the Contractor for eligible services rendered and actual, necessary,
and eligible expenses incurred as of the revised termination date. The Department
will notify the Contractor of the effective date of the termination or modification of
this Contract and, if a reduction in funding is required, will provide the Contractor
with a modified Project budget.
(b) Termination for Cause with Notice to Cure Requirement. The Department may
terminate this Contract for failure of the Contractor, its contractors, or
subcontractors to perform or comply with any of the services, duties, terms or
conditions contained in this Contract after giving the Contractor written notice of
the stated failure. The written notice will demand performance of the stated failure
within a specified period of time of not less than thirty (30) days. If the demanded
performance is not completed within the specified period, the termination is
effective at the end of the specified period.
(c) Effect of Termination. In the event of termination due to the Contractor's, its
contractors', or subcontractors' failure to perform or comply with any of the
services, duties, terms, or conditions of this Contract, the Contractor shall return
all funds received under this Contract. Any costs incurred will be the
responsibility of the Contractor. However, at its sole discretion, the Department
may approve requests by the Contractor for reimbursement of expenses
incurred. The Department's decision to authorize payment of any costs incurred
or to recover expended Program funds will be based on a consideration of the
Page 12 of 15
Big Sky Economic Development Trust Fund Program Contract#MT-BSTF-1-19-06
Montana Department of Commerce Updated 10-16-15 City of Bozeman
DocuSign Envelope ID: 1ABBE342-361F46C1-8DA2-E443D9872453
extent to which the expenditure of those funds represented a good faith effort of
the Contractor to comply with the any of those services, duties, terms, or
conditions of this Contract, and on whether the failure to comply with any of those
services, duties, terms, or conditions resulted from circumstances beyond the
Contractor's control.
Section 25. DEFAULT
Failure on the part of either party to perform the provisions of the Contract constitutes
default. Default may result in the pursuit of remedies for breach of contract as set forth
herein or as otherwise legally available, including but not limited to damages and specific
performance.
Section 26. NO WAIVER OF BREACH
No failure by the Department to enforce any provisions hereof after any event of breach
shall be deemed a waiver of its rights with regard to that event, or any subsequent event.
No express failure of any event of breach shall be deemed a waiver of any provision
hereof. No such failure or waiver shall be deemed a waiver of the right of the Department
to enforce each and all of the provisions hereof upon any further or other breach on the
part of the Contractor.
Section 27. COMPLIANCE WITH WORKERS' COMPENSATION ACT
The Contractor accepts responsibility for supplying, and requiring all subcontractors to
supply, the Department with proof of compliance with the Montana Workers'
Compensation Act while performing work for the State of Montana. (Mont. Code Ann. §§
39-71-401, 39-71-405, and 39-71-417.) Neither the Contractor nor its employees are
employees of the State. The proof of insurance/exemption must be in the form of workers'
compensation insurance, an independent contractor exemption, or documentation of
corporate officer status and must be received by the Department within 10 working days
of the execution of this Contract, and must be kept current for the entire term of the
contract.
CONTRACTS WILL BE TERMINATED PURSUANT TO THE PROVISIONS OF
SECTION 24 TERMINATION OF CONTRACT IF THE CONTRACTOR FAILS TO
PROVIDE THE REQUIRED DOCUMENTATION WITHIN THE ALLOTTED TIME
FRAME.
Coverage may be provided through a private carrier or through the State Compensation
Insurance Fund (406) 444-6500. An exemption can be requested through the
Department of Labor and Industry, Employment Relations Division (406) 444-1446.
Corporate officers must provide documentation of their exempt status.
Page 13 of 15
Big Sky Economic Development Trust Fund Program Contract#MT-BSTF-1-19-06
Montana Department of Commerce Updated 10-16-15 City of Bozeman
DocuSign Envelope ID: 1ABBE342-361F-46C1-8DA2-E443D9872453
Section 28. FORCE MAJEURE
Neither party shall be 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 non-performing party, so long as such party is using
its best efforts to remedy such failure or delays.
Section 29. SEPARABILITY
A declaration by any court, or any other binding legal forum, 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 dependent.
Section 30. NOTICE
All notices required under the provisions of the Contract must be in writing and delivered
to the parties' liaisons identified herein either by first class mail or personal service.
Section 31. NO ARBITRATION
Unless otherwise agreed to in writing or provided for by law, arbitration is not available to
the parties as a method of resolving disputes that would arise under the Contract.
Section 32. REFERENCE TO CONTRACT
The Contract number must appear on all invoices, reports, and correspondence
pertaining to the Contract.
Section 33. JURISDICTION AND VENUE
This Contract is governed by the laws of Montana. The parties agree that any litigation
concerning 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. (Section 18-1-401, MCA).
Section 34. FUNDING ACKNOWLEDGEMENT
All materials developed wholly or in part by the funding provided under the Contract shall
state that "The funding for the (insert name of project) was funded (in part, if applicable)
by an award from the Montana Department of Commerce." Any variations from this
language must be approved by the Department prior to use. The Department of
Commerce logo is also available for use upon request.
Page 14 of 15
Big Sky Economic Development Trust Fund Program Contract#MT-BSTF-1-19-06
Montana Department of Commerce Updated 10-16-15 City of Bozeman
DocuSign Envelope ID:1ABBE342-361F-46C1-8DA2-E443D9872453
Section 35. INTEGRATION
This contract contains the entire agreement between the parties, and no statements,
promises, or inducements of any kind made by either party, or the agents of either party,
not contained herein or in a properly executed amendment hereto are valid or binding.
Amendments to this contract must be signed by both parties.
IN WITNE E TERMS SET OUT ABOVE, the parties hereto have caused
this Contrac e e ted on the dates set out below. �y
By: ( �U
n A Date
Mayor, City of e an
>t�r���
B OZ �'
1� J .1
ATTEST:
, ;
U - + {
Robin Crough, MPA, k ity Clerk ', A� �� »« ;''Date
By:
Pam Haxby-Cote Date
Director, Montana Department of Commerce
Page 15 of 15
Big Sky Economic Development Trust Fund Program Contract#MT-BSTF-1-19-06
Montana Department of Commerce Updated 10-16-15 City of Bozeman
DocuSign Envelope ID: IABBE342-361F-46C1-8DA2-E443D9872453
Contract Information Sheet
Division staff are required to complete the items in blue print.
City of Bozeman - Profitable Ideas, Inc. (PIE)
Contract Number: MT-BSTF-1-19-06 Division: MOTBD
Contractor's Name: City of Bozeman
Contractor(Signee) Name: Cyndy Andrus
Contractor's Email: candrus@Lozeman.net
Contractor's Address: P O Box 1230 Vendor Number: 23437
Contractor's Address 2: Bozeman, MT 59771-1230
Contractor Liaison: Robin Crough
Contractor's Liaison Email: rcrough@bozeman.net
Contractor Liaison: Brit Fontenot
Contractor's Liaison Email: bfontenot@bozeman.net
Contractor Liaison: David Atherton
Contractor's Liaison Email: datherton@prosperabusinessnetwork.org
Duns Number: Begin Date: July 19, 2018
(Federal Funds Required)
Amount: $40,000.00
Organization Number: 535301 End Date: July 19, 2019
RFP Number(if applicable):
Program Number: 51
Liaison: Debi Davidson Program Manager: Annmarie Robinson
Liaison Email: ddavidsogZ@mt.gov Bureau Chief:
Liaison Phone: 406-841-2792 Additional Email: arobinson2@mt.gov
Signatures: Carbon Copies:
Division Adminstrator � 8/21/2018 Liaison: ❑
Fiscal Review -oft , 8/21/2018 Director(> $200K): ❑
Legal Counsel apm Ay'aff 8/22/2018 Deputy Director(<$25K): 0
Filenet
Secretary of State:
BIA: ❑
Clerk of Court: 11
Dow
IN SECURED
Certificate Of Completion
Envelope Id: 1ABBE342361F46Cl8DA2E443D9872453 Status:Sent
Subject:Montana Department of Commerce Contract#MT-BSTF-1-19-06 for Signature
Source Envelope:
Document Pages: 16 Signatures:3 Envelope Originator:
Certificate Pages:6 Initials:0 Contracts Admin
AutoNav:Enabled PO Box 200501
Envelopeld Stamping: Enabled 301 S.Park Ave
Time Zone:(UTC-07:00)Mountain Time(US&Canada) Helena,MT 596200501
doccontracts@mt.gov
IP Address: 161.7.59.22
Record Tracking
Status:Original Holder:Contracts Admin Location:DocuSign
8/21/2018 7:44:43 AM doccontracts@mt.gov
Signer Events Signature Timestamp
Sean Becker Sent:8/21/2018 7:50:20 AM
SeanBecker@mt.gov �.«—. — Viewed:8/21/2018 11:28:33 AM
Security Level:Email,Account Authentication Signed:8/21/2018 11:28:45 AM
(None)
Signature Adoption:Uploaded Signature Image
Using IP Address:161.7.59.23
Electronic Record and Signature Disclosure:
Accepted: 11/10/2014 1:58:12 PM
ID:96bc708d-Odd1-4f36-a293-03d373f804d6
Teri Juneau Sent:8/21/2018 11:28:46 AM
tjuneau@mt.gov JJIL� " Viewed:8/21/2018 1:52:30 PM
Fiscal Manager Signed:8/21/2018 1:52:34 PM
MT Dept of Commerce
Signature Adoption:Drawn on Device
Security Level:Email,Account Authentication
(None) Using IP Address:161.7.59.18
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Garrett Norcott Sent:8/21/2018 1:52:36 PM
gnorcott@mt.gov aAwtg nyuk Viewed:8/22/20188:44:11 AM
Security Level:Email,Account Authentication Signed:8/22/2018 8:44:21 AM
(None)
Signature Adoption:Pre-selected Style
Using IP Address:161.7.59.19
Electronic Record and Signature Disclosure:
Accepted:8/22/2018 8:44:11 AM
ID:e96e54f4-88a4-4dbb-b54c-6358db136272
Cyndy Andrus Sent:8/22/2018 8:44:22 AM
candrus@bozeman.net Resent:8/22/2018 10:13:57 AM
Security Level:Email,Account Authentication Viewed:8/27/2018 9:11:20 AM
(None)
Electronic Record and Signature Disclosure:
Accepted:8/27/2018 9:11:20 AM
ID:f0e67b84-c22c-43dd-aab3-cf3d5ee7311f
Signer Events Signature Timestamp
Robin Crough
rcrough@bozeman.net
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Pam Haxby-Cote
pam.haxbycote@mt.gov
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Annmarie Robinson COPIED Sent:8/21/2018 7:50:20 AM
arobinson3@mt.gov
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Debi Davidson COPIED Sent:8/21/2018 7:50:20 AM
ddavidson2@mt.gov
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Brit Fontenot COPIED Sent:8/27/2018 8:55:59 AM
bfontenot@bozeman.net
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted:6/16/2015 8:35:10 AM
ID:79fd0248-a bf5-4575-a049-509ecf212ba 1
David Atherton
datherton@prosperabusinessnetwork.org
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marty Tuttle
matuttle@mt.gov
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Cyndi Davis
CDavis3@mt.gov
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 8/27/2018 8:55:59 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on:10/7/2014 8:41:47 AM
Parties agreed to:Sean Becker,Garrett Norcott,Cyndy Andrus,Brit Fontenot
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time,MT Dept of Commerce(we, us or Company)may be required by law to
provide to you certain written notices or disclosures. Described below are the terms and
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satisfaction and agree to these terms and conditions,please confirm your agreement by clicking
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Getting paper copies
At any time,you may request from us a paper copy of any record provided or made available
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elect to create a DocuSign signer account,you may access them for a limited period of time
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send you paper copies of any such documents from our office to you, you will be charged a
$0.00 per-page fee.You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
ff you decide to receive notices and disclosures from us electronically,you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format.How you must inform us of your decision to receive future notices and
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Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format,it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
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All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process,please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact MT Dept of Commerce:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: doccontracts@mt.gov
To advise MT Dept of Commerce of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at doccontracts@mt.gov and in the
body of such request you must state: your previous e-mail address, your new e-mail address. We
do not require any other information from you to change your email address..
In addition,you must notify DocuSign,Inc. to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in the DocuSign system.
To request paper copies from MT Dept of Commerce
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to doccontracts@mt.gov and in the body
of such request you must state your e-mail address, full name, US Postal address, and telephone
number. We will bill you for any fees at that time, if any.
To withdraw your consent with MT Dept of Commerce
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign session, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to doccontracts@mt.gov and in the body of such request you must
state your e-mail, full name, US Postal Address, and telephone number. We do not need
any other information from you to withdraw consent.. The consequences of your
withdrawing consent for online documents will be that transactions may take a longer time
to process..
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To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you,please verify that you were
able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to e-mail
this disclosure and consent to an address where you will be able to print on paper or save it for
your future reference and access.Further,if you consent to receiving notices and disclosures
exclusively in electronic format on the terms and conditions described above,please let us know
by clicking the `I agree' button below.
By checking the `I agree' box,I confirm that:
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
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print it,for future reference and access; and
• Until or unless I notify MT Dept of Commerce as described above, I consent to receive
from exclusively through electronic means all notices, disclosures, authorizations,
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available to me by MT Dept of Commerce during the course of my relationship with you.