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HomeMy WebLinkAbout06- Funding Assistance Agreement, Exhibit 8-C EXHIBIT 8-C FUNDING ASSISTANCE AGREEMENT COMMUNITY DEVELOPMENT BLOCK GRANT - ECONOMIC DEVELOPMENT PROGRAM, PLANNING GRANT APPLICATION -- BOZEMAN TECHRANCH This Assistance Agreement is made and entered into this 11th day of August, 2006, by and between Bozeman TechRanch, a nonprofit organization, hereinafter referred to as TechRanch, and the City of Bozeman, hereinafter referred to as the City. RECITALS WHEREAS the City has been awarded a grant by the Montana Department of Commerce (MDOC) under the Community Development Block Grant - Economic Development (CDBG-ED) Program; and WHEREAS the TechRanch wishes to receive CDBG-ED funds from the City to plan for a new business incubator facility to support entrepreneunal start-up efforts within the City's Junsdictional area NOW, THEREFORE, in consideration of the mutual covenants and conditions herein, the parties agree as follows' 1. AMOUNT OF ASSISTANCE The City agrees under the terms and conditions of this Agreement, to provide funds as a grant for developing a business incubator plan to TechRanch In the principal amount of $15,000.00. 2. REQUEST FOR FUNDS TechRanch will submit to the City written requests for funds penodlcally as needed for the purposes of the assistance specified herem With each of these requests T echRanch will provide a quarterly financial report shOWing actual and budgeted expenditures sufficient for the City to determine the propriety of the proposed use of the funds requested and the use of matching funds. 3. CONDITIONS OF ASSISTANCE a The City's obligation to make the assistance provided for hereby is contingent on the City's receipt of COBG-ED funds for thiS purpose from the MOOC b DUring the entire term of the contract between the MDOC and the City, TechRanch will deliver to the Q!1Y quarterly financial statements indicating MONTANA DEPARTMENT OF COMMERCE CDBG ADMINISTRATION MANUAL Business Resources DiviSion 2006 8-C.1 budget and actual expenditures. TechRanch will also submit annual financial statements with full disclosure notes, which must at a minimum be reviewed by a certified public accountant. In this regard, at any time, a certified public accountant audits any of these statements, TechRanch will furnish the City with a copy of all summary sheets and written opinions and reports of the certified public accountant. Further, TechRanch will make its records relating to this Agreement available for inspection during normal business hours to the City and MOOC. c. TechRanch will submit status reports on project performance at the request of the City. TechRanch will submit the following to the City: 1) Annual business plan reports describing TechRanch's progress toward achieving the objectives of and implementing the strategies contained in the City-sponsored COBG-EO application. 2) A progress report with each request for funds. d. Upon receipt of reasonable advance notice, TechRanch will permit representatives of the City and DOC to inspect TechRanch facilities and records that are the subject of this assistance. e. This Agreement is non-assignable except upon the written consent of the City. A request for consent to assignment must include a statement justifying the request and the certified financial statement of the proposed assignee. This statement must be current to within ninety (90) days of the request. The City reserves the right to deny requests for assignment and to modify rates and terms of the Assistance Agreement and its exhibits as conditions of an assignment with MOOC approval. g. It is expressly understood that the proceeds of this assistance are designated solely for the purpose described in the City-Sponsored COBG application. h. TechRanch waives any and all claims and recourse against the City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to this Agreement. Further, TechRanch will indemnify, hold harmless, and defend the City against any and all claims, demands, damages, costs, expenses or liability arising out of the performance of TechRanch. 8-C.2 5. SECURITY a. As security for the performance of this Agreement, TechRanch will guarantee to the City that in the event that TechRanch does not complete its business incubator facility plan that the full amount of assistance provided under this agreement will be paid back to the City. 6. EVENTS OF DEFAULT If any of the following events occur, the City may, in its sole discretion, declare such event a default under this Agreement. a. Any representation or warranty made by TechRanch in this Agreement or in any request or certificate or other information furnished to the City hereunder proves to have been incorrect in any material respect; b. TechRanch fails in any material respect to carry out its obligations under its proposal to the City for the assistance provided hereunder. In the event TechRanch fails to perform any of the covenants on its part or any event of default occurs as stated above, the City may declare TechRanch to be in default and thereafter give TechRanch written notice setting forth the action or inaction which constitutes the default and giving TechRanch 45 days in which to correct the default. IfTechRanch fails to correct the default within days of receipt of this notice, the City may notify TechRanch in writing that the full balance upon this Agreement is then due and payable within 45 days. It is agreed by the parties hereto that the provisions of this Agreement provide for reasonable and sufficient notice to be given to TechRanch in case of Tech Ranch's failure to perform any of its covenants and that this notice is sufficient for TechRanch to rectify its actions or inactions of default. Any waiver by the City of any default by TechRanch does not constitute a waiver of a continuing breach or a waiver of a subsequent breach. Any agreement contrary to this Agreement is not binding upon each party hereto unless it is in writing and signed by both parties. 7. NON-DISCRIMINATION a. Civil Riqhts Act of 1964. TechRanch will abide by the provisions of Title VI of the Civil Rights Act of 1964 which states that no person may, on the grounds of race, color, national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. MONTANA DEPARTMENT OF COMMERCE CDSG ADMINISTRATION MANUAL Business Resources Division 2006 8-C.3 b. Section 109 of the Housinq and Community Development Act of 1974. In the performance of this contract TechRanch will obey this provision which states that; "No person in the United States may on the grounds of race, color, national origin, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with the funds made available under this title. Any prohibition against discrimination on the basis of age under the Age Discrimination Act of 1974 or with respect to an otherwise qualified handicapped individual as provided in Section 504 of the Rehabilitation Act of 1973 will also apply to any such program or activity." 8. FEDERAL LABOR STANDARDS TechRanch agrees to not enter into any construction contract(s) in excess of $2,000 that will be funded in whole or in part with proceeds from this assistance. 9. ADDITIONAL ASSURANCES TechRanch will remain fully obligated under the provIsions of this Agreement notwithstanding its designation of any third party or parties with written approval of the City for the undertaking of all or any part of the program with respect to which assistance is being provided under this Agreement. TechRanch will comply with all applicable laws rules and regulations of the City, the State of Montana, and the United States Government and will all lawful requirements of the City so as to insure that this Agreement is carried out in accordance with the obligations and responsibilities of the City to the State of Montana. 10. LITIGATION TechRanch states that to the best of its knowledge and belief there are no suits or proceedings pending or threatened against or effecting it which, if adversely determine, would have a material adverse effect on its financial condition. In addition, to the knowledge of TechRanch, there are no proceedings by or before governmental commission, board, bureau or other administrative agency pending or, threatened against TechRanch. 11. DISPUTES In the event that either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. 8-CA , L 12. AVOIDANCE OF CONFLICT OF INTEREST TechRanch covenants that no officer, member, agent, or employee of the City who participates in the administration of this Agreement in other than a purely ministerial capacity will have any personal interest, real or apparent, in the proceeds of the assistance provided hereby. For purposes of this covenant an impermissible conflict of interest exists if the officer, member, agent, or employee; any member of his or her immediate family; his or her partner; or an organization which employs, or is about to employ, any of the foregoing has a financial or other interest in the proceeds hereof during his or her tenure or for one (1) year thereafter. TechRanch shall incorporate, or cause to be incorporated, in all contracts or subcontracts a provision prohibiting such interest pursuant to the purposes of this section. 13. CONSTRUCTION AND VENUE This Agreement will be construed under and governed by the laws of the State of Montana. In the event of litigation concerning it, venue is in the 18th Judicial District in and for the City of Bozeman, State of Montana. for Bozeman TechRanch (President, etc.) for City of Bozeman ,.. ., , ' f ' 7r{(&/. J ) './{ltV / , 1...Legel Review 1'1 Ii '; T[ P-tY I':n / MONTANA DEPARTMENT OF COMMERCE Business Resources Division CDBG ADMINISTRATION MANUAL 2006 8-C.5