Loading...
HomeMy WebLinkAbout06- Contract MT CDBG EDPG06-02 COMMUNITY DEVELOPMENT BLOCK GRANT ECONOMIC DEVELOPMENT PROGRAM CONTRACT PLANNING GRANTS CONTRACT #MT-CDBG-EDPG06-02 A. PARTIES: The parties to this contract (the Contract) are the State of Montana, Department of Commerce (MDOC) (the Department), 301 South Park, Helena, Montana, 59620-0501, and the CONTRACTOR, City of Bozeman, PO Box 1230, Bozeman, Montana 59771, IRS # 81-6001238. B. PURPOSE: The purpose of the Contract is to proVide funding for project activities as approved by the Department under the Montana Community Development Block Grant-Economic Development Program (CDBG-ED) for FY2006 NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties hereto agree as follows: 1. AUTHORITY: The Contract is issued under authority of Title 18, Montana Code Annotated, and the Administrative Rules of Montana, Title 2, chapter 5. 2. SCOPE AND DUTIES. a) The Contractor will engage in activities as set forth in the Contractor's application, including any written modifications resulting from the review of the applications by the Department for CDBG- ED grant assistance that by this reference are made a part hereof. b) Grant funds of $15,000 are budgeted for the following activities: . To hire a consultant to: Conduct a cost and market feasibility analysis for the development and operation of a new business incubator in Bozeman, and Assist with a preliminary architectural study to identify building needs, costs, and development timeline. 3. PERIOD OF CONTRACT. This Contract takes effect upon execution by the parties and will terminate upon completion of the final project closeout by the Department. The activities to be performed by the Grantee will be completed according to the Implementation schedule included as Attachment A to this Contract, which by this reference is made a part of thiS Contract. 4. LIAISON: The contact person for the Department is Karyl T obel, Section Manager, Commerce Loan Fund, Helena, Montana, or successor, and Jeff Krauss, Mayor, City of Bozeman, for the Contractor. 5 BUDGET a) The total amount to be awarded to the Contractor under this Contract will not exceed $15,000. b) A copy of the project budget is included as Attachment B to this Contract, and by this reference IS made binding upon the Contractor. The Contractor may modify this budget only after having requested and received prior approval of the adjustment from the Department. c) For budget adjustments of $5,000 or less between line items of the CDBG-ED portion of Attachment 8, Department approval of the Request for Payment form will constitute approval of the budget adjustment. The rationale for budget adjustment must be described in the Project Progress Report and the proposed adjustments noted in the Request for Payment and Status of Funds Report submitted with draws against the grant funding reserve. Budget adjustments in excess of $5,000 require formal Department approval. 6. COMPENSATION & CONSIDERATION: a) The Department will authorize the Contractor to draw up to $15,000 against the funding reserved for it by the Department. In drawing against the reserved amount the Contractor will follow the instructions supplied by the Department. b) The Department will reimburse all eligible expenses incurred in furtherance of this Contract as provided in this Contract and upon approval by the Department of the Contractor's Request for Payment. The Department will reimburse the Contractor for approved, eligible and necessary expenses according to the documentation submitted by the Contractor to support the expenditures. The Department will not reimburse the Contractor for any costs incurred prior to the date of tentative grant award that was July 17, 2006, nor for any expenses not included in the approved budget or not clearly and accurately supported by the Contractor's records. Any authorized funds not expended under this grant will revert to the Department and will be used to finance other CDBG-ED projects. c) The Department agrees to reimburse the Contractorfor successfully completing the activities set forth in Section 2 SCOPE AND DUTIES. d) The reimbursement of eligible costs incurred is contingent upon the Contractor's completion of Section 11 SPECIAL CONDITIONS. In the event the Contractor is unable to comply with the terms and conditions of this Contract, any costs incurred will be the Contractor's sole responsibility. e) If the actual cost of completing the project is less than has been projected by the Contractor in the preliminary budget (Attachment B), the Department may, at its discretion, reduce the amount to be provided under this Contract in proportion to the overall savings. For construction projects, if actual construction bids are less than the estimates included in the preliminary budget, the construction budget in the CDBG-ED Contract will be established at the bid price plus a ten percent (10%) contingency. The difference between actual project costs and original grant award will be reallocated by the Department for unfunded or inadequately funded projects or added to the following year's CDBG-ED allocation. f) If the Department determines that the Contractor has failed to satisfactorily carry out its responsibilities under this Contract, the Department may revoke the Contractor's authority to draw against the reservation described herein until such time as the Department and the Contractor agree on a plan to remedy the deficiency. g) The Montana Department of Commerce reserves the right to withdraw a commitment for any CDBG funds which have not been disbursed twenty-four (24) months after the date of the announcement of the tentative grant award. h) If needed, travel expenses, meals and lodging will be reimbursed at the Montana State Rate. 2 i) Unless otherwise stated herein, the Department is allowed 30 days to process requests for payments. The Contractor may be required to provide 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 the Contract. j) The Department will withhold ten percent (10%) of the total authorized grant amount, until all tasks outlined in Section 2. SCOPE AND DUTIES are completed and approved. The Department will disburse the retained amount upon receipt of a copy of the final product, documented costs, and provided the Contractor has demonstrated effective overall management of the current project. 7. PERFORMANCE REPORTING The Contractor will submit status reports on project performance at the request of, and in the format prescribed by the Department. These reports include, but are not limited to: a) Project Progress Reports describing the status of the project with respect to each implementation objective including at a minimum, the percentage complete, costs incurred, funds remaining and projected completion date. The report must also describe any significant problems encountered and any necessary scope of implementation modifications requested. At a minimum, this report must be submitted to the Department by the Grantee within 30 days of each calendar quarter ending March, June, September, and December; 8. ASSURANCES: a) The Contractor will comply with all the applicable parts of Title I of the Housing and Community Development Act of 1974, as amended; the applicable Department of Housing and Urban Development (HUD) regulations in 24 CFR Part 570, as not in effect or as they may be amended during the term of this Contract, all requirements established by the Department; applicable state and federal laws, regulations, administrative directives and procedures, and local ordinances and resolutions. b) The Contractor agrees that all contracts entered into by it for the completion of activities described in Section 2 SCOPE AND DUTIES, will contain special provisions requiring contractors to comply with all applicable state and federal requirements. c) The Contractor will comply with the Statement of Assurances as signed and submitted with the Contractor's CDBG-ED application. The Contractor will also comply with all other applicable federal and state statutory and regulatory requirements, administrative directives issued by the Department, and local ordinances and resolutions. All contracts entered into by the Contractor for the completion of activities described in Section 2. hereof must contain special provisions requiring contractors to comply with all applicable requirements. d) The Contractor expressly agrees to repay to the Department any funds advanced to the Contractor under this Contract which the Contractor, its subcontractors or Sub-recipient entities, or any public or private agent or agency to which it delegates authority to carry our portions of this Contract expends in violation of the terms of this Contract or the federal statutes and regulations governing the CDBG program. 9. AVOIDANCE OF CONFLICT OF INTEREST: The Contractor will comply with the provisions of 24 CFR 570.611 and with sections 2-2125, 2-2-201, 7-3-4367, 7-5-2106, and 7-5-4109, MCA (as applicable) regarding the avoidance of conflict of interest. 3 10. ARTICLES INCORPORATED BY REFERENCE: The Contractor's full application for CDBG- ED grant assistance, the applicable HUD regulations at 24 CFR Part 570, and Title I of the Housing and Community Development Act of 1974, as now in effect or as they may be amended during the term of this Contract are incorporated in this Contract by this reference and are binding upon the Contractor. 11. SPECIAL CONDITIONS The Contractor will not obligate or utilize funds for any activities provided for by this contract until: a) The Contractor submits to the Department evidence of the firm commitment of the other resources necessary for the completion of the project as defined in Section 2 and Attachment B hereof. b) All project funding must be fully committed and available and the project must be ready to proceed within six (6) months of award. The Montana Department of Commerce reserves the right to withdraw a commitment of any CDBG funds for projects not ready to proceed within six (6) months after the date of tentative grant award. 12. OWNERSHIP AND PUBLICATIONS OF MATERIALS: All materials developed under the Contract are the property of the Department. 13. PROPERTY MANAGEMENT: Title to real property or equipment acquired under a grant or sub- grant will vest upon acquisition in the Contractor's or sub-grantee. The Contractor or sub-grantee will use, manage, and dispose of this property or equipment in accordance with the requirements set out in 24 CFR Part 85, Subpart C and 24 CFR part 570, Subpart J. 14. ACCESS TO RECORDS AND PROJECT MONITORING: a) The Contractor will maintain adequate and reasonable records of its performance under this Contract and will allow access to these records at any time during normal business hours by the Department the U.S. Department of Housing and Urban Development, the Comptroller General and, when required by law, the Montana Legislative Auditor. These records will be kept in the Contractor's offices in Bozeman, Montana. b) The Department or its agents may monitor and inspect all phases and aspects of the Contractor's performance to determine compliance with the SCOPE AND DUTIES, and other technical and administrative requirements, 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. 15. EQUAL EMPLOYMENT OPPORTU N ITY: Any hiring of employees by the Contractor under this Agreement will be on the basis of merit and qualification, and the Contractor will not discriminate against any person on the basis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental disability, or national origin. As used herein, "qualification" means qualifications as are generally related to competent performance of the particular occupational task. 16. COMPLIANCE WITH WORKERS' COMPENSATION ACT: Contractors are required to comply with the provisions of the Montana Workers' Compensation Act while performing work for the State of Montana in accordance with sections 39.71-401, 39-71-405, and 39-71-417, MCA. Proof of compliance must be in the form of workers' compensation insurance, an independent contractor's 4 exemption, or documentation of corporate officer status. Neither the contractor nor its employees are employees of the State. This insurance/exemption must be valid for the entire term of the contract. A renewal document must be sent to the Montana Department of Commerce, upon expiration. CONTRACTS WILL NOT BE ISSUED TO CONTRACTORS WHO FAIL 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. 17. DEBARMENT: The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the Contract by any governmental department or agency. If the Contractor cannot certify this statement, attach a written explanation for review by the Department. 18. FAILURE TO HONOR CONTRACT: If the Contractor refuses or fails to deliver in accordance with the Contract terms and conditions, the State Procurement Bureau may, in its discretion, suspend the Contractor for a period of time from entering into any contracts with the State of Montana. 19. ACCESS AND RETENTION OF RECORDS: The Contractor agrees to provide the Department, Legislative Auditor, or their authorized agents, access to any records necessary to determine contract compliance (Mont. Code Ann. 9 18-1-118). The Contractor agrees to create and retain records supporting the services rendered or supplies delivered for a period of three 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. 20. CONTRACT TERMINATION a) Termination for Cause. The State may, by written notice to the Contractor, terminate this contract in whole or in part at any time the Contractor fails to perform this contract; OR b) Termination for Cause with Notice to Cure Requirement. The State may terminate this contract for failure of the Contractor to perform any of the services, duties, or conditions contained in this contract after giving the Contractor written notice of the stated failure. The written notice must demand performance of the stated failure within a speCified period of time of not less than (insert number of days). If the demanded performance is not completed within the specified period, the termination is effective at the end of the specified period; OR c) Termination for Convenience. The State may, by written notice to the Contractor, terminate this contract without cause. The State must give notice of termination to the Contractor at least (insert numbers of days) days prior to the effective date of termination; AND d) Reduction of Fundinq. The State, at its sole discretion, may terminate or reduce the scope of this contract if available funding is reduced for any reason. (See Mont. Code Ann. 9 18.4-313(4).) 21. UNAVAILABILITY OF FUNDING: The Department may, at its sole discretion, terminate or reduce the scope of the Contract if available funding is eliminated or reduced for any reason. 5 22. U.S. FUNDS: All prices and payments must be in U.S. dollars. 23. 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, including but not limited to damages and specific performance. 24. CONFORMANCE WITH CONTRACT: No alteration of the terms, conditions, delivery, price, quality, quantities, or specifications of the Contract shall be granted without prior written consent of the Department. 25. VENUE: The Contract is governed under the laws of Montana. The parties agree that any litigation concerning the 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. (Mont. Code Ann. 9 18-1-401.) 26. COMPLIANCE WITH LAWS: The Contractor must, in performance of work underthe Contract, fully comply with all applicable federal, state, or local laws, rules and regulations, including 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. Any subletting or subcontracting by the Contractor subjects subcontractors to the same provision. In accordance with Mont. Code Ann. 949-3.207, the Contractor 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, religion, creed, political ideas, sex, age, marital status, physical or mental disability, or national origin by the persons performing the Contract. 27. DISABILITY ACCOMMODATIONS: The Department does not discriminate on the basis of disability in admission to, access to, or operations of its programs, services, or activities. Individuals, who need aids, alternative document formats, or services for effective communications or other disability-related accommodations in the programs and services offered, are invited to make their needs and preferences known to this office. Interested parties should provide as much advance notice as possible. 28. 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. 29. ASSIGNMENT, TRANSFER AND SUBCONTRACTING: The Contractor shall not assign, transfer or subcontract any portion of the Contract without the express written consent of the Department. (Mont. Code Ann. 9 18-4.141.) 30. MODIFICATION: The Contract may not be enlarged, modified, amended or altered except upon written agreement signed by all parties to the Contract. 31. ALTERATION OF SOLICITATION DOCUMENT: In the event of inconsistencies or contradictions between language contained in the Department's solicitation document and a Contractor's response, the language contained in the Department's original solicitation document will prevail. Intentional manipulation and/or alteration of solicitation document language will result in the Contractor's disqualification and possible debarment. 32. SOLICITATION DOCUMENT EXAMINATION: The Contractor shall promptly notify the Department of any ambiguity, inconsistency, or error, which they may discover upon examination of a solicitation document. 6 33. FACSIMILE RESPONSES: Facsimile responses will be accepted for limited solicitations ONLY if they are completely received by the Department prior to the time set for receipt. Bids, or portions thereof, received after the due time will not be considered. 34. NOTICE: All notices required under the provisions of the Contract must be in writing and delivered to the parties' liaisons either by regular mail or personal service. 35. SEPARABILITY: A declaration by any court, or any other binding legal source, that any provision of the Contract is illegal and void shall not affect the legality and enforceability of any other provision of the Contract, unless the provisions are mutually dependent. 36. SHIPPING: Supplies shall be shipped prepaid, F.O.B. Destination, unless the Contract specifies otherwise. 37. TAX EXEMPTION: The State of Montana is exempt from Federal Excise Taxes (#81-0302402). 38. W ARRANTI ES: The Contractor warrants that items offered will conform to the specifications requested, to be fit and sufficient for the purpose manufactured, of good material and workmanship and free from defect. Items offered must be new and unused and of the latest model or manufacture, unless otherwise specified by the Department. 39. HOLD HARMLESS AND INDEMNIFICATION: The Contractor agrees to protect, defend, and save the State, its elected and appointed officials, agents, and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor of the Contractor's employees or third parties on account of bodily or personal injuries, death, or damage to property arising out of services performed or omissions of services or in any way resulting from the acts or omissions of the Contractor and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of the State, under the Contract. 40. REGISTRATION W ITH SECRETARY OF STATE: Any business intending to transact business in Montana must register with the Secretary of State. Businesses that are incorporated in another state or country, but which are conducting activity in Montana, must determine whether they are transacting business in Montana in accordance with Mont. Code Ann. 99 35-1-1026 and 35-8.1001. Such businesses may want to obtain the guidance of their attorney or accountant to determine whether their activity is considered transacting business. If businesses determine that they are transacting business in Montana, they must register with the Secretary of State and obtain a certificate of authority to demonstrate that they are in good standing in Montana. To obtain registration materials, call the Office of the Secretary of State at (406) 444- 3665, or visit their website at http://www.sos.state.mt.us. 41. TECHNOLOGY ACCESS FOR BLIND OR VISUALLY IMPAIRED: Contractor acknowledges that no state funds may be expended for the purchase of information technology equipment and software for use by employees, program participants, or members of the public unless it provides blind or visually impaired individuals with access, including interactive use of the equipment and services, that is equivalent to that provided to individuals who are not blind or visually impaired. (Mont. Code Ann. 9 18-5-603.) Contact the State Procurement Bureau at (406) 444-2575 for more information concerning non-visual access standards. 7 42. REFERENCE TO CONTRACT: The Contract number MUST appear on all invoices, packing lists, packages and correspondence pertaining to the Contract. 43. INTEGRATION: The 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 are valid or binding. This Contract is made and entered into on the_day of ,2006. ~~K~ Jeff Kr s, r") City oze Antho~ct:r ;{<-c.~ Montana Department of Commerce 7j''fj ~ Date ' 9'~- t:J (. Date 8 ATTACHMENT A PLANNING GRANT PROJECT IMPLEMENTATION SCHEDULE CDBG-ED Contract #MT-CDBG-EDPG06-02 TASK MONTH PROJECT START UP Preparation of MDOC Contract July 2006 PROCUREMENT OF PROFESSIONAL SERVICES1 . , Submit Request for Proposals (RFP) to MDOC for approval, if requiredz August 2006 Publish RFP August 2006 Select professional September 2006 Execute agreement with professional September 2006 PROJECT IMPLEMENTATION Prepare Draft Plan October 2006 Submit Interim Drawdown October 2006 Public Review and Comment November 2006 Finalize Plan November 2006 PROJECT CLOSEOUT Submit final deliverables December 2006 Submit final drawdown 1 Including professional engineers, architects, and community development consultants, etc. 2 Architectural and engineering services must be procured in compliance with Section 18-8-201 MeA. 9 .. ATTACHMENT B PLANNING GRANT CDBG Contract #MT-CDBG-EDPG06-02 City of Bozeman Administration SOURCE: SOURCE: SOURCE: SOURCE: TOTAL CDBG-ED EDA TechRanch MSU Consultant Services for Market Analysis, PAR 15,000 15,000 Architectural Services 10,000 10,000 Other Professional Services 15,500 25,021 40,521 TOTAL 15,000 10,000 15,500 25,021 65,521 10 EXHIBIT 8-C FUNDING ASSISTANCE AGREEMENT COMMUNITY DEVELOPMENT BLOCK GRANT - ECONOMIC DEVELOPMENT PROGRAM, PLANNING GRANT APPLICATION -- BOZEMAN reCHRANCH 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 entrepreneurial start-up efforts within the City's jurisdictional 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 periodically as needed for the purposes of the assistance specified herein. With each of these requests TechRanch 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 CDBG-ED funds for this purpose from the MDOC. b. During the entire term of the contract between the MDOC and the City, TechRanch will deliver to the Q1y 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 MDOC. 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 CDBG-ED 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 Citv 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. If TechRanch 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 TechRanch'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 CDBG ADMINISTRATION MANUAL Business Resources Division 2006 8-C.3 b. Section 109 of the Housinq and Communitv 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 Citv 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 Citv, the State of Montana, and the United States Government and will all lawful requirements of the Citv 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-C .4 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 for Citv of Bozeman ~c- r~ Ch~rElec ed Official) AT ES~ ~\.- /7 .fctt t(2/I/ / ~?4? ( · /ega(~eView II il1 Tp ~dl'm I MONTANA DEPARTMENT OF COMMERCE Business Resources Division CDBG ADMINISTRATION MANUAL 2006 8-C.5