Loading...
HomeMy WebLinkAbout07-15-19 City Commission Packet Materials - C7. Amendment A to Contract MT-BSTF-1-19-06 with the MDC for the BSTF Program Commission Memorandum REPORT TO: Honorable Mayor and City Commission FROM: Brit Fontenot, Director of Economic Development SUBJECT: One-year contract extension with the Montana Department of Commerce Big Sky Economic Development Trust Fund program and Profitable Ideas Exchange (“PIE”). MEETING DATE: July 15, 2019 AGENDA ITEM TYPE: Consent RECOMMENDATION: Authorize Mayor Andrus to sign a one-year contract extension with the Montana Department of Commerce Big Sky Economic Development Trust Fund program contract and authorize the City Manager, or their designee, to execute additional documents, including future contract extensions, required to facilitate and manage the grant award to PIE. BACKGROUND: On August 20, 2018 the City Commission authorized Mayor Andrus to sign the Business Assistance Agreement with the Montana Department of Commerce and PIE, Attachments 1 and 2. On April 2, 2019, in consultation with the Prospera Business Network, the City of Bozeman requested a one-year extension to the Big Sky Economic Development Trust fund grant for Profitable Ideas, Inc. contract #MT-BSTF-1-19-06, which ends on July 19, 2019, Attachment 3. The extension was granted by the Department of Commerce and an approval of the extended contract is required. As of March 28, 2019, Profitable Ideas, Inc. has hired 6 net new employees out of the 10 authorized under their BSTF Category I job creation grant awarded July 19, 2018. A revised hiring plan, as well as a written request from PIE was submitted to the Department of Commerce. PIE requested 2nd year funding in the amount of $60,000 for a two year total of 12 net new jobs. 103 PIE remains a strong local company, creating jobs, wealth and exposure for Bozeman. Continued support of the BSTF program will help ensure the company’s ongoing success. Attachments 4 - 6 UNRESOLVED ISSUES: None ALTERNATIVES: As proposed by the City Commission FISCAL EFFECTS: None identified at this time. ATTACHMENTS: 1) August 20, 2018 City Commission packet material; 2) Original executed BSTF Contract; 3) April 2, 2019 Request to Department of Commerce for a one-year contract extension; 4) Amendment A to the Management Plan (MT-BSTF1-19-06); 5) Amendment A to the Business Assistance Agreement (MT-BSTF1-19-06); and 6) Montana Department of Commerce BSTF contract. Report compiled on: 06-25-19 and 7-09-19 104 Commission Memorandum REPORT TO: Honorable Mayor and City Commission FROM: Brit Fontenot, Director of Economic Development SUBJECT: Montana Department of Commerce, Big Sky Economic Development Trust Fund Program Grant Award to the Profitable Ideas Exchange (“PIE”), Contract # MT-BSTF-1-19-06 MEETING DATE: August 20, 2018 AGENDA ITEM TYPE: Consent RECOMMENDATION: Authorize Mayor Andrus to sign the Montana Department of Commerce Big Sky Economic Development Trust Fund program contract and authorize the City Manager, or their designee, to execute additional documents required to facilitate and manage the grant award to PIE. BACKGROUND: On May 21, 2018 the City Commission approved Resolution 4913 authorizing the submittal and administration of the Big Sky Economic Development Trust Fund (“BSTF”) grant application by the Prospera Business Network (“Prospera”) on behalf of PIE. (Exhibit 1) On July 20, 2018 the Office of the Governor notified the City of Bozeman that the City’s application, facilitated by Prospera, was approved and PIE was awarded up to $40,000 in BSTF Category I, Job Creation funding by the Montana Department of Commerce (DoC). (Exhibit 2) PIE agrees to create up to 8 net new full time jobs in the next year that meet or exceed the BSTF wage rate of $19.58 per hour, not including employee benefits. 37105 As part of the administration of the BSTF grant, the DoC and Prospera require the sponsoring entity, the City of Bozeman (the “City”), to enter into several agreements with the DoC, Prospera and PIE, including the attached contract document. (Exhibit 3) During the term of the contract, PIE endeavors to create up to 8 eligible net new jobs in their existing Bozeman facility. The total amount to be reimbursed to the assisted business under the Contract shall be up to $5,000 per eligible net new job created by the assisted business for documented costs with reimbursement not to exceed a total of $40,000, minus grant administration dollars for the entire Contract. A net new job must pay the average weekly wage that meets or exceeds the lesser of 170% of Montana's current minimum wage *AND/OR* the current average weekly wage of the county in which the employees are to be principally employed. The value of employee benefits can be included in this wage. The current average annual, weekly and hourly wage thresholds may be obtained through the BSTF program web site at www.bstf.mt.gov or may be requested from the Department. These figures are based upon the average weekly wage data produced by the Montana Department of Labor and Industry for the most current year available. An eligible net new job is defined as the following: 1. A new job to the company was created or filled on or after July 19, 2018; 2. Have at a minimum, a full-time job, meaning a predominantly year-round position requiring an average of 35 hours of work each week; and 3. The job pays wages that meet or exceed $19.58 per hour, not including employee benefits. THE PROSPERA BUSINESS NETWORK: The City and Prospera work collaboratively on numerous economic development projects including past BSTF grants. As they have in the past, Prospera will provide grant administration, contract management and reporting under the BSTF requirements. Additionally, Prospera currently manages the City’s Revolving Loan Fund. Once the grant is funded, Prospera will administer the BSTF grant, contracts and satisfy reporting elements of the BSTF award. Through the Economic Development Department, the City will maintain oversight of the Prospera management of the BSTF grant award as the recipient entity for the grant funds, as required by the DoC. 38106 GRANT AGREEMENTS: The following agreement must be entered into by the City to complete the grant and provide the award to PIE: Montana Department of Commerce Big Sky Economic Development Trust Fund Program Document, referred to as the Contract (# MT-BSTF - 1-19-06), provides the Category 1 funding to the City. There are additional documents wherein the DoC will require City approval. Authorization of this Consent item also authorizes the City Manager, or their designee, to execute all additional documents to facilitate the grant award including: 1. The Sub-recipient Agreement with Prospera authorizes Prospera to manage the grant program on behalf of the City); 2. The Management Plan identifies the grant management requirements of the City, Prospera, and PIE); 3. The Business Assistance Agreement between the City and PIE details the conditions PIE must adhere to in order to obtain the grant funds including the number of jobs, the salaries for the jobs, the use of the funds, reporting, and other issues; 4. The Signature Certification Form authorizes signatories for the release of funds; and 5. The Budget Amendment Form reconciles the incoming grant funds with the City’s overall budget. UNRESOLVED ISSUES: None ALTERNATIVES: As proposed by the City Commission FISCAL EFFECTS: As part of the contract, Prospera will earn administrative fees based upon the number of net new jobs PIE creates over the next year. Additionally, minimal City staff time is required to provide the appropriate review of documents and approvals. Please note that the Big Sky Trust Fund support provided by the City of Bozeman, in longstanding partnership with Prospera, is not without financial risk, although the City and Prospera work closely together with the assisted business to minimize the risk. If the number of jobs identified in the contract is not filled by the assisted business, but 39107 grant dollars are received by the assisted business, the contract between the assisted business and the City of Bozeman contains the following financial restoration sections: Section 8 Conditions on Method of Reimbursement: 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. AND Section 3 Compensation and Consideration: c. The Assisted Business agrees that if the local government or tribal government request the funds before the jobs are created, and the Department agrees to that request, the local or tribal government and the assisted business receiving BSTF financial assistance are liable for the full amount of the award that is advanced by the Department, if the assisted business: 1. Fails to create or maintain the number of net new eligible jobs as specified in the executed contract and assistance agreement, or 2. Fails to inject the required amount of match into the project as specified in the executed contract and assistance agreement. Additionally the Department may recapture funds if: a. At the end of the contract period the Department has overpaid based on the number of net new jobs at the end of the contract period. b. The business ceases operations at the Project Site within the contract period. 40108 While important to be aware of the contractual relationships and obligations, it is also important to note that, to date, neither the City nor the Department of Commerce has exercised theses sections on an assisted business in Bozeman. In partnership with the Department of Commerce and Prospera, the City has supported numerous BSTF assisted businesses. EXHIBITS: 1) May 21, 2018 packet material (Resolution 4913); 2) Governor’s Office Letter of Award dated July 20, 2018; 3) Montana Department of Commerce, Big Sky Economic Development Trust Fund Program Contract # MT-BSTF-1-19-06; and 4) Signed budget amendment. Report compiled on: 08-06-18 41109 Commission Memorandum REPORT TO: Honorable Mayor and City Commission FROM: Brit Fontenot, Director of Economic Development SUBJECT: Resolution 4913 Supporting the Application to the Big Sky Economic Development Trust Fund Program Administered by the Montana Department of Commerce, on Behalf of the Profitable Ideas Exchange (“PIE”). MEETING DATE: May 21, 2018 AGENDA ITEM TYPE: Consent RECOMMENDATION: Adopt Resolution 4913 authorizing the City’s application for a Big Sky Trust Fund Category I job creation grant on behalf of the PIE and administered by The Prospera Business Network. BACKGROUND: The Montana Department of Commerce administers the Big Sky Economic Development Trust Fund Category I job creation program. This State-funded program is intended to incentivize the creation of higher paying jobs; a Bozeman City Commission priority. The local governing body is required to apply for the grant on behalf of the business as a co-applicant with the local Certified Regional Development Corporation (CRDC). The Prospera Business Network (“Prospera”) is the local CRDC. Should the grant be awarded to the PIE, staff recommends that the City Commission appoint Prospera to administer all aspects of the grant on behalf of the City of Bozeman. What is the Profitable Ideas Exchange? Thirsty for insight, executives look for scalable ways to connect with each other in a human way – to genuinely talk about what is working and what is not. They look for those who have the same responsibilities and reporting relationships in similarly-sized organizations because these are their fellow travelers who feel their same pressures and challenges. Executives prize the understanding that comes from sharing war stories, observations and advice. At the same time, they value advisors for the independence and perspective they bring and know that together these two groups can form an ecosystem where best practices are 42110 cross-pollinated between high-performing companies. PIE brings these leaders together. PIE’s services include: virtual roundtables, summit support, corporate dining seminars and events, research, podcasts, business development training, advisory board management and speaking. PIE is planning a physical expansion in Bozeman, including the creation of up to twenty (20) net new jobs. Resolution 4913, supporting their application for BSTF grant funding, helps to ensure that the additional positions envisioned for this growing company become a reality in Bozeman. UNRESOLVED ISSUES: None ALTERNATIVES: As proposed by the City Commission FISCAL EFFECTS: If the application is successful, the PIE may be awarded up to $5,000 per net new job with a target of twenty (20) net new jobs over the next twenty-four (24) months for a total grant award, if all proposed new jobs are filled, of $100,000. It is important to note that the Big Sky Trust Fund support provided by the City of Bozeman, in longstanding partnership with Prospera, is not without financial risk, although the City and Prospera work closely together with the assisted business to minimize the risk. If the number of jobs identified in the contract is not filled by the assisted business, but grant dollars are received by the assisted business, the contract between the assisted business and the City of Bozeman contains the following financial restoration sections: Section 8 Conditions on Method of Reimbursement: 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. AND Section 3 Compensation and Consideration: 43111 c. The Assisted Business agrees that if the local government or tribal government request the funds before the jobs are created, and the Department agrees to that request, the local or tribal government and the assisted business receiving BSTF financial assistance are liable for the full amount of the award that is advanced by the Department, if the assisted business: a. Fails to create or maintain the number of net new eligible jobs as specified in the executed contract and assistance agreement, or b. Fails to inject the required amount of match into the project as specified in the executed contract and assistance agreement. Additionally the Department may recapture funds if: a. At the end of the contract period the Department has overpaid based on the number of net new jobs at the end of the contract period. b. The business ceases operations at the Project Site within the contract period. In partnership with the Department of Commerce and Prospera, the City has supported eight BSTF assisted businesses. The chart below, although dated, shows the details of some of the businesses assisted since January, 2017. Note that one City of Bozeman grant has been closed out prior to the generation of the table (Apptus) and one (Simms Fishing Products) is located in Gallatin County. 44112 Attachments: 1) Resolution 4913; and 2) BSTF Signature Certification for PIE. Report compiled on: 05-10-18 45113 RESOLUTION NO. 4913 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOZEMAN, MONTANA, RELATING TO THE APPLICATION TO BIG SKY ECONOMIC DEVELOPMENT TRUST FUND PROGRAM ADMINISTERED BY THE STATE OF MONTANA, DEPARTMENT OF COMMERCE, ON BEHALF OF THE PROFITIBLE IDEAS EXCHANGE (“PIE”). WHEREAS, the Bozeman City Commission is committed to facilitating economic diversification in the City and the region; and WHEREAS, the Bozeman City Commission is committed to facilitating mid- and high- wage job creation and expansion, thus positively impacting the economy of the entire region; and WHEREAS, PIE, desires to expand their business and create additional knowledge-based jobs in Bozeman; and WHEREAS, the City Commission has determined that the knowledge economy including the information and technology sectors has high growth potential, supports mid to high wage jobs and supports economic diversity; and WHEREAS, the Montana Department of Commerce administers the Big Sky Economic Development Trust Fund Category I job creation program, a state-funded program, to create good paying jobs for Montana residents, promote long-term, stable economic growth in Montana, create partnerships, expand existing businesses and provide a better life for future generations through greater economic growth and prosperity; and WHEREAS, the City Commission hereby authorizes and appoints The Prospera Business Network to administer, on behalf of the City of Bozeman, all aspects of the Big Sky Trust Fund Economic Development Category I grant and provide administrative support and other responsibility for the management and appropriate reporting to the Montana Department of Commerce. NOW, THEREFORE, BE IT RESOLVED by the City Commission of the City of Bozeman, Montana, the City agrees to submit an application, through The Prospera Business Network, to the Montana Department of Commerce, Big Sky Economic Development Trust Fund Program to assist PIE in their expansion project and that The Prospera Business Network will manage all aspects of the grant. 46114 PASSED AND APPROVED by the City Commission of the City of Bozeman, Montana, at a regular session thereof held on the 21st day of May, 2018. CYNTHIA A. ANDRUS Mayor ATTEST: ROBIN CROUGH, MPA City Clerk APPROVED AS TO FORM: GREG SULLIVAN City Attorney 47115 48116 Steve Bullock Mike Cooney GOVERNOR LT. GOVERNOR STATE CAPITOL • P.O. BOX 200801 • HELENA, MONTANA 59620-0801 TELEPHONE: 406-444-3111 • FAX: 406-444-5529 • WEBSITE: WWW.MT.GOV OFFICE OF THE GOVERNOR STATE OF MONTANA July 20, 2018 Mayor Cyndy Andrus City of Bozeman P O Box 1230 Bozeman, MT 59771-1230 RE: Notice of Big Sky Economic Development Trust Fund Grant Award for Profitable Ideas Inc. (PIE) Dear Mayor Andrus: Congratulations! On behalf of the State of Montana, it is my pleasure to notify you that the City of Bozeman has been awarded up to $40,000.00 from the Montana Department of Commerce – Big Sky Economic Development Trust Fund (BSTF) Program to assist Profitable Ideas, Inc. This award, effective July 19, 2018, is for Profitable Ideas, Inc., to be reimbursed on eligible wages that will enable the business to create eight (8) net new BSTF eligible jobs within one year. My administration’s Main Street Montana business plan is built on the idea that public-private partnerships are key to growing Montana’s economy. Every project funded through BSTF is a step toward the plan’s goals of creating opportunities for today’s workforce to be stronger and more competitive for our next generation of entrepreneurs. I want to personally thank you for partnering with the state to create jobs for Montanans. The City of Bozeman will be contacted directly with more information in the coming weeks by the BSTF staff. If you should have any questions, please contact the Division Administrator, Sean Becker. Sean can be reached at (406) 841-2707 or by email at seanbecker@mt.gov. Again, congratulations and good luck on the successful completion of your project. Sincerely, STEVE BULLOCK Governor cc: Renee Storm, Profitable Ideas Inc. (PIE) David Atherton, Prospera Business Network Annmarie Robinson, Big Sky Economic Development Trust Fund Program 49117 Page 1 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 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 815 Manley Rd., Bozeman, MT 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. 50118 Page 2 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 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. 51119 Page 3 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 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. 52120 Page 4 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 (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. (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. (l) 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. 53121 Page 5 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 (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 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 54122 Page 6 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 (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. 55123 Page 7 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 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 56124 Page 8 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 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 57125 Page 9 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 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, 58126 Page 10 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 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 59127 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 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: (I) 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. 60128 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 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 61129 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 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. 62130 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 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. 63131 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 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: ________________________________________________________________ Cyndy Andrus Date Mayor, City of Bozeman ATTEST: _____________________ Robin Crough, MPA, City Clerk Date By: ________________________________________________________________ Pam Haxby-Cote Date Director, Montana Department of Commerce 64132 65133 66134 67135 68136 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF00137 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF00138 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF00139 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF00140 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF00141 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF00142 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF00143 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF0010/9/2018 8:17:41 AM MDT10/8/2018 11:39:34 AM MDT144 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF00145 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF00146 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF00147 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF00148 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF00149 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF0010/8/2018 10:17:34 AM MDT10/9/2018 8:17:41 AM MDT150 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF0010/11/2018 11:32:23 AM MDT10/22/2018 1:12:27 PM MDT10/8/2018 11:39:34 AM MDT151 DocuSign Envelope ID: FD9757A9-B0B8-49AC-925B-B6654600EF00152 April 2, 2019 Tara Rice, Director Big Sky Economic Development Trust Fund Montana Department of Commerce PO Box 200505 Helena, MT 59620-0505 RE: BSTF Category I Job Creation Grant: MT-BSTF-1-19-06 Dear Tara, The City of Bozeman requests a 1 year extension to the Big Sky Economic Development Trust fund grant for Profitable Ideas, Inc. contract #MT-BSTF-1-19-06, which will end on July 19, 2019. As of March 28, 2019, Profitable Ideas, Inc. has hired 6 net new employees out of the 10 authorized under their BSTF Category I job creation grant awarded July 19, 2018. A revised hiring plan, as well as a written request from Profitable Ideas, Inc. is attached. Profitable Ideas, Inc. asks for 2nd year funding in the amount of $60,000 for 12 net new jobs. Profitable Ideas, Inc. remains a strong local company, creating jobs, wealth and exposure for Bozeman. Continued support from the BSTF program will help ensure the company’s ongoing success. Sincerely, Brit Fontenot City of Bozeman Director of Economic Development 153 1 of 4 City of Bozeman Management Plan MT-BSTF-1-19-06, Profitable Ideas, Inc. Amendment A MONTANA DEPARTMENT OF COMMERCE BIG SKY ECONOMIC DEVELOPMENT TRUST FUND MT-BSTF-1-19-06, Profitable Ideas, Inc. Amendment A to Exhibit A MANAGEMENT PLAN This Contract Amendment is entered into by and between the City of Bozeman, (“Contractor”) and the Profitable Ideas, Inc., 815 Manley Rd., Bozeman, MT 59715-8840, (“Business”). The Contractor and the Business mutually agree to amend the Management Plan (“Plan”), executed by them on October 22, 2018 as follows: I. A. ADMINISTRATIVE STRUCTURE Section 2a. is amended to read: Amanda Brown, Development Assistant, will serve as the Project Administrator and will be responsible for overall coordination and all official contact with the City of Bozeman on behalf of PBN. Telephone (406)-587-3113. Section 3. is amended to read: The Assisted Business has agreed to create 20 eligible net new jobs at the project site located at Profitable Ideas, Inc., Bozeman, MT (the “Project Site”). An eligible net new job is defined as one that is new to the company and has not been filled before July 19, 2019. 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, excluding benefits. In addition, the Assisted Business has 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. The following Assisted Business official will be responsible for the implementation of the project: a. Renee Storm, Senior Project Coordinator, Profitable Ideas, Inc., will serve as the Project Representative for the Assisted Business and will be the liaison with the Project Administrator. She will have responsibility for all official contacts with the City. Telephone: (406) 582-7826. b. Andi Baldwin, Managing Director and Partner, Profitable Ideas, Inc., will assist with management of this BSTF grant awarded to City of Bozeman as needed. Telephone: (406) 582-0695. II. B. PROJECT MANAGEMENT Section 2. of the Plan is amended to read: Amanda Brown, Development Assistant, Project Administrator is responsible for the following project activities and will: a. Assist City of Bozeman and the Department in developing the City’s contract, along with all the required paperwork, with the Department that will address all requirements related to effective project start-up and implementation. 154 2 of 4 City of Bozeman Management Plan MT-BSTF-1-19-06, Profitable Ideas, Inc. Amendment A b. Assist the City and Profitable Ideas Inc. with the preparation of a Business Assistance Agreement. c. Establishing and maintaining complete and accurate project files and preparing all documentation and reports incidental to administration of the project. d. Assist the assisted business with the baseline and subsequent Job Creation Report and Job Creation Certification. e. Meet regularly with the Assisted Business to monitor the business’s compliance with the requirements of the grant assistance agreement including implementation of the project hiring or hiring/training plan. f. Reviewing all proposed project expenditures or payment requests from the business to ensure their propriety and proper allocation of expenditures to the BSTF project budget. g. In cooperation with the Project Manager, process payment requests and preparing payment requests for the Department, including the Request for Payment Form and the Project Progress Report with each payment request and quarterly as specified by the Department. h. Assist the City during the BSTF on-site monitoring visit which is conducted to ensure compliance with the requirements of the BSTF contract. i. Preparing all required performance reports and Project Closeout Certification for submittal to the Department. j. Closing the BSTF project in a timely fashion within the period of the contract between the Department and City of Bozeman. k. Attend City of Bozeman meetings to provide project status reports and representing the BSTF project at any other public meetings as deemed necessary by the City. l. It is understood and agreed that PBN services within this Management Plan does not include any of the following: the disbursement or accounting of funds distributed by City of Bozeman’s financial officer, legal advice, fiscal audits or assistance with activities not related to the BSTF project. III. C. FINANCIAL MANAGMENT Section 2. of the Plan is amended to read: Assisted Business – Project Funds a. As outlined in the BSTF Contract, the Assisted Business will receive up to $4,600 per eligible net new job created by the Assisted Business for documented cost with reimbursement not to exceed a total of $92,000. b. 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, excluding benefits. 155 3 of 4 City of Bozeman Management Plan MT-BSTF-1-19-06, Profitable Ideas, Inc. Amendment A Section 3. of the Plan is amended to read: Prospera Business Network - Administration Funds a. As outlined in the BSTF grant, PBN may receive up to $400 per eligible net new job created by the Assisted Business. PBN administration fees shall not exceed $8,000 per the BSTF grant award. IV. All other provisions of the Contract remain in full force and effect. WE HAVE READ THE MANAGEMENT PLAN AND ARE AWARE OF THE RESPONSIBILITIES FOR THE MANAGEMENT AND OVERALL SUCCESS OF THE BSTF PROJECT AS THE DESIGNATED LIAISONS FOR THE PROJECT: CITY PROJECT MANAGER Brit Fontenot, City of Bozeman Date FISCAL CONTACT Kristin Donald, Financial Director Date PROSPERA PROJECT ADMINISTRATOR Paul Reichert, Prospera Business Network Date PROFITABLE IDEAS INC., PROJECT REPRESENTATIVE Renee Storm, Profitable Ideas, Inc. Date 156 4 of 4 City of Bozeman Management Plan MT-BSTF-1-19-06, Profitable Ideas, Inc. Amendment A IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the __15____ day of _____MAY____________, 2019. CITY OF BOZEMAN COMMISSION Cyndy Andrus, Mayor Date PROSPERA BUSINESS NETWORK Carolyn Murray, Director of Finance Date Amanda Brown, Development Assistant Date PROFITABLE IDEAS, INC. Tom McMakin, CEO Date Renee Storm, Senior Project Coordinator Date Andi Baldwin, Managing Director and Partner Date 157 1 of 2 City of Bozeman Business Assistance Agreement MT-BSTF-1-19-06, Profitable Ideas, Inc. Amendment A MONTANA DEPARTMENT OF COMMERCE BIG SKY ECONOMIC DEVELOPMENT TRUST FUND MT-BSTF-1-19-06, Profitable Ideas, Inc. Amendment A to Business Assistance Agreement The parties to this contract (the Contract) are the City of Bozeman 121 N. Rouse, Bozeman, MT 59715, (the “City”), and the Profitable Ideas, Inc., 815 Manley Rd., Bozeman, MT 59715, (the “Assisted Business”); Tax identification number: 81-0543156. Effective May 15, 2019, the City and the Assisted Business mutually agree to amend the Business Assistance Agreement, executed by them as follows: I. Section B. PURPOSE: The purpose of this Contract is for the Assisted Business to use up to $100,000 in Big Sky Economic Development Trust Fund (BSTF) grant funds, to be used as follows: • Up to $55,200 to assist with reimbursement of wages. a. The Assisted Business has agreed to create 20 eligible net new jobs at the project site located at Profitable Ideas Inc. (the “Assisted Business”) in the City of Bozeman 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 on or 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 b. Pays wages that meet or exceed $19.58 per hour, excluding benefits. c. In addition, 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, to satisfy the required match ratio for the grant. II. Section B.3. COMPENSATION AND CONSIDERATION: The total amount to be reimbursed to the Assisted Business under the Contract shall be up to $100,000 less grant administration fees per eligible net new job created by the Assisted Business for documented costs with reimbursement not to exceed a total of $100,000 dollars for the entire Contract. III. Section B.4. PERIOD OF CONTRACT: The Contract will be in effect for the period commencing July 19, 2019 and ending July 19, 2020 unless otherwise terminated by law or in compliance with the terms of the Contract. 158 2 of 2 City of Bozeman Business Assistance Agreement MT-BSTF-1-19-06, Profitable Ideas, Inc. Amendment A IV. Section B 6. SIGNATORY JOB CREATION REPORTING: The persons responsible for approving and signing the Job Creation Certification for Assisted Business are Renee Storm, Senior Project Coordinator, Profitable Ideas Inc. or successor and, Andi Baldwin, Managing Director and Partner, Profitable Ideas, Inc., 406-582-7826. V. All other provisions of the Contract remain in full force and effect. ________ Tom McMakin Date CEO Profitable Ideas, Inc. ________ Renee Storm Date Senior Project Coordinator Profitable Ideas, Inc. ________ Andi Baldwin Date Managing Director and Partner Profitable Ideas, Inc. ________ Cyndy Andrus, Mayor Date for City of Bozeman Commission ATTEST: Legal Review 159 1 of 5 Big Sky Economic Development Trust Fund Contract Amendment # MT-BSTF-1-19-06A Montana Department of Commerce City of Bozeman COMMERCE CONTRACT #MT-BSTF-1-19-06 MONTANA DEPARTMENT OF COMMERCE CONTRACT AMENDMENT # MT-BSTF-1-19-06A This Contract Amendment is entered into by and between the City of Bozeman, P O Box 1230 Bozeman, Montana 59771-1230, (“Contractor”) and the Montana Department of Commerce (“Department”). Program funds have been awarded to assist the Contractor and Profitable Ideas Inc. (PIE), 815 Manley Rd., Bozeman, MT 59715-8840. The Contractor and the Department mutually agree to amend Contract #MT-BSTF-1-19-06 (“Contract”), executed by them on August 28, 2018 as follows: 1. Section 1: Purpose of the Agreement is amended to read: 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 20 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. 2. Section 6: Effective Date and Time of Performance of the Agreement is amended to read: (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, 2020, 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. DocuSign Envelope ID: D16E6C58-4FAF-429B-A3B8-965BAE5D1237 160 2 of 5 Big Sky Economic Development Trust Fund Contract Amendment # MT-BSTF-1-19-06A Montana Department of Commerce City of Bozeman (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. 3. Section 7: Budget of the Contract is amended to read: (a) The total amount to be awarded to the Contractor under this Contract will not exceed $100,000.00 to be used as follows: • Up to $92,000.00 to assist the Assisted Business with wage reimbursement and; • Up to $8,000.00 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, 2020 will revert to the Big Sky Economic Development Trust Fund. 4. Section 8: Conditions on Method of Reimbursement of the Contract is amended to read: (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 $100,000.00 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. DocuSign Envelope ID: D16E6C58-4FAF-429B-A3B8-965BAE5D1237 161 3 of 5 Big Sky Economic Development Trust Fund Contract Amendment # MT-BSTF-1-19-06A Montana Department of Commerce City of Bozeman (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. (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. (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. (l) 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. (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 DocuSign Envelope ID: D16E6C58-4FAF-429B-A3B8-965BAE5D1237 162 4 of 5 Big Sky Economic Development Trust Fund Contract Amendment # MT-BSTF-1-19-06A Montana Department of Commerce City of Bozeman 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. 5. Section 9: Reporting Requirements of the Contract is amended to read: (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 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 (b) The employment level of Profitable Ideas Inc. (PIE) one day prior to the contract effective date of July 19, 2018 is 22 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 DocuSign Envelope ID: D16E6C58-4FAF-429B-A3B8-965BAE5D1237 163 5 of 5 Big Sky Economic Development Trust Fund Contract Amendment # MT-BSTF-1-19-06A Montana Department of Commerce City of Bozeman 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. (6.) All other provisions of the Contract remain in full force and effect Cyndy Andrus Date Mayor, City of Bozeman ATTEST: ________________________________________________________________ Robin Crough, MPA, City Clerk Date Tara Rice, Director Date Montana Department of Commerce DocuSign Envelope ID: D16E6C58-4FAF-429B-A3B8-965BAE5D1237 164 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-1-19-06A Division: MOTBD Contractor's Name:City of Bozeman Contractor (Signee) Name:Cyndy Andrus Contractor's Email:candrus@bozeman.net Contractor's Address:P O Box 1230 Vendor Number: 23437 Contractor's Address 2:Bozeman, MT 59771-1230 Contractor Liaison: CC Brit Fontenot Contractor's Liaison Email:bfontenot@bozeman.net Contractor Liaison: CC Amanda Brown Contractor's Liaison Email:abrown@prosperamt.org Contractor Liaison:Robin Crough Contractor's Liaison Email:rcrough@bozeman.net Duns Number:Begin Date: July 19, 2018 (Federal Funds Required) Amount:$100,000.00 Organization Number:535301 End Date: July 19, 2020 RFP Number (if applicable): Program Number:51 CONTRACT AMENDMENT TO INCREASE AMOUNT AND EXTEND CONTRACT END DATE Liaison:Debi Davidson Program Manager:Annmarie Robinson Liaison Email:ddavidson2@mt.gov Bureau Chief: Liaison Phone:406-841-2792 Additional Email:arobinson3@mt.gov Signatures:Carbon Copies: Division Adminstrator Liaison: Fiscal Review Director (> $200K): Legal Counsel Deputy Director (<$25K): Filenet Secretary of State: BIA: Clerk of Court: DocuSign Envelope ID: D16E6C58-4FAF-429B-A3B8-965BAE5D1237 6/13/2019 6/13/2019 6/13/2019 165 Contract Information Sheet DocuSign Envelope ID: D16E6C58-4FAF-429B-A3B8-965BAE5D1237 166 Certificate Of Completion Envelope Id: D16E6C584FAF429BA3B8965BAE5D1237 Status: Sent Subject: Montana Department of Commerce Contract #MT-BSTF-1-19-06A for Signature Source Envelope: Document Pages: 7 Signatures: 3 Envelope Originator: Certificate Pages: 6 Initials: 0 Contracts Admin AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-07:00) Mountain Time (US & Canada) PO Box 200501 301 S. Park Ave Helena, MT 596200501 doccontracts@esign.mt.gov IP Address: 161.7.59.22 Record Tracking Status: Original 6/10/2019 3:07:21 PM Holder: Contracts Admin doccontracts@esign.mt.gov Location: DocuSign Signer Events Signature Timestamp Jennifer Pelej jpelej@mt.gov Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 161.7.240.242 Sent: 6/10/2019 3:14:56 PM Viewed: 6/13/2019 9:47:17 AM Signed: 6/13/2019 9:47:29 AM Electronic Record and Signature Disclosure: Accepted: 2/7/2019 4:03:44 PM ID: cd83cb4d-2c04-4720-9d25-e555d253eb19 Craig Woods cwoods@esign.mt.gov Accountant MT Dept of Commerce Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 161.7.59.20 Sent: 6/13/2019 9:47:30 AM Viewed: 6/13/2019 10:34:49 AM Signed: 6/13/2019 10:34:57 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Garrett Norcott gnorcott@mt.gov Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 161.7.59.19 Sent: 6/13/2019 10:34:59 AM Viewed: 6/13/2019 4:40:02 PM Signed: 6/13/2019 4:40:11 PM Electronic Record and Signature Disclosure: Accepted: 6/13/2019 4:40:02 PM ID: 4ae74f22-0471-4bd5-98b6-b44072e68876 Cyndy Andrus candrus@bozeman.net Security Level: Email, Account Authentication (None) Sent: 6/13/2019 4:40:12 PM Resent: 6/14/2019 8:08:46 AM Resent: 6/21/2019 9:29:29 AM Resent: 6/26/2019 8:26:57 AM Resent: 6/28/2019 8:32:19 AM Viewed: 7/9/2019 2:32:22 PM Electronic Record and Signature Disclosure: Accepted: 7/9/2019 2:32:22 PM ID: c3f6c5ab-6d3d-4c44-8f2e-da998f44b144 167 Signer Events Signature Timestamp Robin Crough rcrough@bozeman.net Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 8/28/2018 8:59:46 AM ID: 13c98e73-833d-4990-aff9-05c6e176613b Tara Rice tara.rice@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 arobinson3@mt.gov Security Level: Email, Account Authentication (None) Sent: 6/10/2019 3:14:57 PM Viewed: 6/10/2019 4:21:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Debi Davidson ddavidson2@mt.gov Security Level: Email, Account Authentication (None) Sent: 6/10/2019 3:14:56 PM Viewed: 6/10/2019 3:21:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Amanda Brown abrown@prosperamt.org Security Level: Email, Account Authentication (None) Sent: 6/13/2019 4:40:13 PM Viewed: 6/17/2019 11:32:05 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Brit Fontenot bfontenot@bozeman.net Security Level: Email, Account Authentication (None) Sent: 6/13/2019 4:40:13 PM Viewed: 6/17/2019 3:48:09 PM Electronic Record and Signature Disclosure: Accepted: 6/16/2015 8:35:10 AM ID: 79fd0248-abf5-4575-a049-509ecf212ba1 Marty Tuttle matuttle@mt.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign 168 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 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/28/2019 8:32:19 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 169 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 conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the ‘I agree’ button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to 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 If 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 disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. 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, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign ‘Withdraw Consent’ form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. 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 Electronic Record and Signature Disclosure created on: 10/7/2014 8:41:47 AM Parties agreed to: Jennifer Pelej, Garrett Norcott, Cyndy Andrus, Robin Crough, Brit Fontenot 170 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.. Required hardware and software Operating Systems: Windows® 2000, Windows® XP, Windows Vista®; Mac OS® X Browsers: Final release versions of Internet Explorer® 6.0 or above (Windows only); Mozilla Firefox 2.0 or above (Windows and Mac); Safari™ 3.0 or above (Mac only) PDF Reader: Acrobat® or similar software may be required to view and print PDF files Screen Resolution: 800 x 600 minimum Enabled Security Settings: Allow per session cookies ** These minimum requirements are subject to change. If these requirements change, you will be asked to re-accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported. Acknowledging your access and consent to receive materials electronically 171 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: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can 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, acknowledgements, and other documents that are required to be provided or made available to me by MT Dept of Commerce during the course of my relationship with you. 172