HomeMy WebLinkAbout20- Agreement - LumenAd, Inc. - Big Sky Trust Fund Grant MT-BSTF-1-20-05 - ORIGINAL DOCUMENT
Business Assistance Agreement with Management Plan 1 Government and Assisted Business
Amendment to
AGREEMENT BETWEEN the City of Bozeman
AND LumenAd, Inc.
Grant MT-BSTF-1-20-05
A. PARTIES: The parties to this contract (the Contract) are the CITY OF BOZEMAN, PO Box
1230, Bozeman, MT 59771-1230, (the “City”), and LumenAd, Inc. 109 E Oak Street, Suite 1M,
Bozeman, MT 59718, (the “Assisted Business”); Tax identification number 47-1100131.
B. PURPOSE: The purpose of this Contract is for the Assisted Business to use up to
$55,200.00 in Big Sky Economic Development Trust Fund (the “BSTF”) grant funds, to be used
as follows:
• Up to $55,200.00 (or $4,600 per net new job) to assist with equipment, furniture,
fixtures and wage reimbursement for net new jobs created.
a. The Assisted Business has agreed to create 12 eligible net new jobs at the project
site located at Bozeman, MT (the “Project Site”) in the Government’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 on or before May 9, 2019.
Eligible new job criteria are 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 $20.23 per hour, (excluding benefits).
c. In addition, LumenAd, Inc. 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
or up to $60,000, within this Contract time period, to satisfy the required match ratio for
the grant.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties
hereto agree as follows:
1. SCOPE AND DUTIES: The Government and the Assisted Business shall engage in activities
as set forth in the Government’s Montana Department of Commerce (“Department”) BSTF
application, including any written modifications resulting from the review of the application by the
Department for grant assistance, all of which, by this reference are made a part hereof. The
Government shall enter into this Assistance Agreement with the Assisted Business that shall be
approved in writing by the Department before the release of funds. The Government will only
release funds to reimburse eligible and documented costs. Management of the BSTF grant is
referenced in the attached Exhibit A of this Contract.
2. REPORTING: Unless otherwise specified by the Government, the Assisted Business will
also submit Project Progress Reports quarterly to the Government and the Department until the
Assisted Business receives Contract closeout approval from the Government and Department.
The Project Progress Report must be provided on or before April 15, July 15, October 15 and
January 15 for each year of the Contract time period and at closeout of the Contract. The
Project Progress Reports shall include, but are not limited to, the following information:
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Business Assistance Agreement with Management Plan 2 Government and Assisted Business
• Certified employment documentation from the Assisted Business that includes the
breakdown of jobs created, using the Job Status Spreadsheet and accompanying Job
Certification Form; and
• 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 with 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; and
o any other pertinent information.
In drawing against the reserved amount, the Assisted Business shall:
• Provide a Project Progress Report, and a current, signed Job Creation Spreadsheet
and Certification as noted above;
• Provide documentation of eligible reimbursable costs/match-usually consultant
invoices; and
• Update the Invoice Tracking spreadsheet, with updates of latest invoices included.
3. COMPENSATION AND CONSIDERATION: The total amount to be reimbursed to the Assisted
Business under the Contract shall be up to $4,600.00 per eligible net new job created by the
Assisted Business, for documented costs with reimbursement not to exceed a total of $55,200.00
(total BSTF award, minus grant administration) for the entire Contract.
The City of Bozeman will not reimburse the Assisted Business for any costs incurred prior to
May 9, 2019, nor for any expenses not included in the approved budget or not clearly and
accurately supported by the Assisted Business’s records.
a) The City of Bozeman will authorize the Assisted Business to draw up to $55,200.00 (total
BSTF award, minus grant administration) against the funding reserved for the Assisted
Business by the Department. Unless otherwise authorized by the City of Bozeman, the
Assisted Business may receive grant 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.
b) If the City of Bozeman, determines that the Assisted Business has failed to satisfactorily
carry out the duties and responsibilities under the Contract, the City of Bozeman may
revoke the Assisted Business's ability to access additional funds until such time as the
Government and the Assisted Business agree on a plan to remedy the deficiency.
c) The City of Bozeman, may recapture funds and return funds to the Department if:
• 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; or
• The Assisted Business ceases operations at the Project Site within the contract
period.
d) The City of Bozeman, reserves the right to withdraw a commitment for any BSTF funds
which remain un-disbursed at Contract closeout or at the end of the Contract period.
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Business Assistance Agreement with Management Plan 3 Government and Assisted Business
e) The Assisted Business certifies that no request for reimbursement submitted for eligible
expenses under this Contract shall duplicate any expense submitted to the Department for
reimbursement under any other program administered by the Department.
4. PERIOD OF CONTRACT: The Contract will be in effect for the period commencing May 9,
2019 and will expire May 9, 2021 once the Montana Department of Commerce officially closes
out the BSTF grant award to the City of Bozeman.
With approval by the Department, the City of Bozeman, reserves the right to extend this Contract
based on, but not limited to, the Assisted Business’s performance of the contracted activities, and
the Assisted Business’s compliance with program requirements. This would include but not
limited to:
a) The Assisted Business has created the net new jobs paying the BSTF wage rate per the
original application; and
b) The submission of:
• a new Job Creation Report and executed Certification Form;
• A formal request from the City of Bozeman, that provides the Department with a
clear picture of the current business activities which clearly outlines why a contract
extension is being requested;
• A new hiring plan that covers the extension period; and
• Any additional information as requested by the Department in making their
determination of approval.
5. LIAISON: The contact person for the City of Bozeman, is Brit Fontenot, Director of
Economic Development (406) 582-2258, or successor, and Marion Talmo, Director of
Operations, LumenAd, Inc. 406-522-1022 or successor for the Assisted Business.
6. SIGNATORY JOB CREATION REPORTING: The person responsible for approving and
signing the Job Creation Certification for the Assisted Business is Marion Talmo, Director of
Operations, 406-522-1022, or successor in the same job role.
7. PROJECT MONITORING: 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.
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.
7. COMPLIANCE WITH WORKERS’ COMPENSATION ACT The Assisted Business accepts
responsibility for supplying, and requiring all subcontractors to supply, the City of Bozeman 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
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Business Assistance Agreement with Management Plan 4 Government and Assisted Business
Assisted Business nor its employees are employees of the Government. 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
Government 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 11
TERMINATION OF CONTRACT IF THE ASSISTED BUSINESS 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.
8. ACCESS AND RETENTION OF RECORDS: Upon receipt of reasonable advance notice, the
Assisted Business agrees to provide the Government, Montana Department of Commerce,
Legislative Auditor or their authorized agents, access to any records necessary to determine
contract compliance. The Assisted Business agrees to create and retain records supporting the
BSTF project activities 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.
9. 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 Government, 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 Government may, if sufficient program funds are available, compensate the Assisted
Business for eligible services rendered and actual, necessary, and eligible expenses
incurred as of the revised termination date. The Government will notify the Assisted
Business of the effective date of the termination or modification of this Contract and, if a
reduction in funding is required, will provide the Assisted Business with a modified Project
budget.
b) Termination for Cause with Notice to Cure Requirement. The Government may
terminate this Contract for failure of the Assisted Business, its contractors, or
subcontractors to perform or comply with any of the services, duties, terms or conditions
contained in this Contract after giving the Assisted Business 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 Assisted Business’s, its
contractors', or subcontractors' failure to perform or comply with any of the services, duties,
terms, or conditions of this Contract, any costs incurred will be the responsibility of the
Assisted Business. However, at its sole discretion, the Government may approve requests
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Business Assistance Agreement with Management Plan 5 Government and Assisted Business
by the Assisted Business for reimbursement of expenses incurred. The Government’s
decision to authorize payment of any costs incurred or to recover expended Program funds
will be based on a consideration of the extent to which the expenditure of those funds
represented a good faith effort of the Assisted Business 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 Assisted Business’s control.
10. COMPLIANCE WITH LAWS: The Assisted Business must, in performance of work under
this Contract, fully comply with all applicable federal, state, local and tribal 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 Assisted Business
subjects subcontractors to the same provisions. In accordance with Mont. Code Ann. § 49-3-207,
Executive Order No. 04-2016, the Assisted Business 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 an Assisted Business, if the Assisted Business 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 of the Code (ACA), and (b) otherwise
satisfy the requirements of the Code § 4980 H (ACA) if provided by the State.
Marion Talmo, Director of Operations Date
LumenAd, Inc.
Dennis Taylor, City Manager Date
City of Bozeman
ATTEST:
______________________________
Mike Maas, Interim City Clerk
_____________________________
Legal Review
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Business Assistance Agreement with Management Plan 6 Government and Assisted Business
Amendment to Exhibit A
MANAGEMENT PLAN
On May 9, 2019, the City of Bozeman was awarded a grant from the Big Sky Economic
Development Trust Fund (BSTF) Program to assist LumenAd, Inc. with business expansion and
creation of new jobs in Montana. Prospera Business Network (PBN) will be responsible for
assisting with the administration of the BSTF grant. This Management Plan is written to assure
proper management of the BSTF grant, which includes financial management of grant funds,
compliance with state and federal requirements, and the timely start-up and completion of project
activities.
A. ADMINISTRATIVE STRUCTURE
1. City of Bozeman GOVERNMENT
The following persons will have lead responsibility for administering the Government’s BSTF grant
to facilitate an expansion of the Assisted Business:
a. Dennis Taylor, as the City of Bozeman’s City Manager, will have responsibility
for all official contacts with the Montana Department of Commerce (Department).
The City of Bozeman Commissioners will have the ultimate authority and
responsibility for the implementation of the Government’s BSTF grant to facilitate an
expansion of the Assisted Business. The City of Bozeman Commissioners will
approve and sign administrative documents and approve all payment requests to
the BSTF program. The City of Bozeman Commissioners will approve all
contracts and payment requests. The telephone number for the Chief Elected
Official is (406) 582-2306.
b. Greg Sullivan, City of Bozeman’s Attorney, will review any proposed contractual
agreements associated with the BSTF grant, advise the Commissioners regarding
the agreements, and provide any other legal guidance as requested. Telephone:
(406) 582-2309.
c. Kristin Donald, City of Bozeman, Finance Director, has been designated as the
Fiscal Officer and will be responsible for maintaining all financial records related to
the BSTF grant funds for the Government. Telephone: (406) 582-2321.
d. Mike Maas, Interim City Clerk, will be responsible for maintaining all official
records related to the BSTF grant for the Government. Telephone: (406) 582-
2321.
e. Brit Fontenot, City of Bozeman, Director of Economic Development, has been
designated as the Project Manager and will be responsible for maintaining records
related to the management of the BSTF grant funds for the Government. This
contact will be the liaison between the EDO, the Commissioners and the
Government Attorney. Telephone: (406) 582-2258.
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Business Assistance Agreement with Management Plan 7 Government and Assisted Business
2. Prospera Business Network, ECONOMIC DEVELOPMENT ORGANIZATION (EDO)
The EDO will provide general technical assistance, coordination of funding sources, assurances
of compliance with all applicable state requirements for the BSTF grant program. The Government
has designated the EDO as its Administrator. The following EDO personnel will be responsible
for the project:
a. Paul Reichert, Executive Director, will be responsible for all official contacts with
the Government on behalf of the EDO. Telephone: (406) 587-3113.
b. Alexa Freeburg, Grants Manager, will serve as the EDO Administrator and will be
responsible for overall coordination of the BSTF grant awarded to the Government.
Telephone: (406) 587-3113.
3. LumenAd, Inc., ASSISTED BUSINESS
The following Assisted Business Officer will be responsible for the implementation of the project:
a. Marion Talmo, Director of Operations, will serve as the Business Official for the
Assisted Business. This person will have responsibility for all official contacts with the
Government. Telephone: (406) 522.1022.
b. Amanda Fisher, Human Resources Manager, will serve as the Business Contact for
the Assisted Business and will be the liaison with the EDO and the BSTF Department
Staff. Telephone: (406) 570-2834.
B. PROJECT MANAGEMENT
1. Brit Fontenot, Director of Economic Development, will:
a. Work with the EDO Administrator and the Department in the timely execution of the
BSTF contract between the Government and the Department.
b. Work with the EDO Administrator and the Assisted Business in the development of
a Business Assistance Agreement.
c. Make appropriate recommendations and route all contract documents,
administrative documents, and payments as necessary.
d. Review all proposed expenditures of BSTF funds to ensure compliance with the
BSTF contract.
e. Review, approve, and submit the BSTF payment requests, after preparation by EDO
Administrator and approval by the City of Bozeman, to the BSTF Program,
Montana Department of Commerce, and ensure disbursement of funds.
f. Review and approve all BSTF closeout documents.
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Business Assistance Agreement with Management Plan 8 Government and Assisted Business
2. Prospera Business Network will serve as, EDO Administrator, responsible for the
following day to day project activities and will:
a. Assisting the Government and the Department in developing the Government
contract, along with all the required paperwork, with the Department that will address
all requirements related to effective project start-up and implementation.
b. Assisting the Government and the Assisted Business 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, processing 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 Government 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 the Government.
k. Attending City of Bozeman Commissioners 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 the EDO’s services within this Management Plan
does not include any of the following: the disbursement or accounting of funds
distributed by the Government’s financial officer, legal advice, fiscal audits or
assistance with activities not related to the BSTF project.
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Business Assistance Agreement with Management Plan 9 Government and Assisted Business
3. Marion Talmo, Director of Operations and Amanda Fisher, Human Resources
Manager with LumenAd, Inc. will:
a. Will oversee the compliance with the proposed Hiring Plan as submitted in the BSTF
Application.
b. With assistance of the EDO Administrator, prepare the Job Creation Reports, Job
Creation Certifications and Progress Reports.
c. Provide copies of invoices for reimbursement by the BSTF Program and to satisfy
the matching funds requirement.
d. Maintain own project files.
e. Assist the Project Manager, EDO Administrator with monitoring of the project.
f. Will notify the Government Project Manager, EDO Administrator and Montana
Department of Commerce of any changes within its business structure, business
name or changes to its registration with the Montana Secretary of State’s office.
C. FINANCIAL MANAGEMENT
As designed in the BSTF contract, the total amount of the BSTF award will not exceed $60,000.
1. Government – Awardee
The Fiscal Officer will be responsible for:
a. Depositing and recording the BSTF funds into the City of Bozeman’s existing
accounting system based on claims and supporting documents approved by the
Project Manager and City of Bozeman Commissioners.
b. Preparing checks/warrants for approved expenditures.
c. Disbursing funds in accordance with the Government’s established claim review
procedures.
d. With the assistance of the Project Manager, preparing the final financial report for the
project Closeout Certification.
e. The original financial documents (claims with all supporting documents attached) will
be retained in the Government’s offices.
2. Economic Development Organization - Administration Funds
a. Administrative payments will consist of reimbursement for $400 per eligible net new job
created by the Assisted Business
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3. Assisted Business - Project Funds
The Business Contact will be responsible for:
a. Supply invoices for reimbursement and match requirement and update the tracking
spreadsheet for completeness and accuracy.
b. Ensuring accurate deposit for each draw taken and recording the funds into the
Assisted Business’s existing accounting system.
c. With the assistance of the Project Manager, preparing the final financial report for the
project Closeout Certification.
d. The original financial documents (claims with all supporting documents attached) will
be retained in the Assisted Business’s office files for at least three years.
The Government’s application to the Department for BSTF funding, dated April 19, 2019, and all
applicable federal and state statutes and regulations are incorporated into this Agreement by this
reference.
This Management Plan will expire once the Montana Department of Commerce officially closes
out the BSTF grant award to the Government.
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:
GOVERNMENT PROJECT MANAGER GOVERNMENT FISCAL OFFICER
Brit Fontenot Date Kristin Donald Date
Director of Economic Development Finance Director
City of Bozeman City of Bozeman
EDO ADMINISTRATOR: BUSINESS CONTACT
Paul Reichert Date Marion Talmo Date
Executive Director Director of Operations
Prospera Business Network LumenAd, Inc.
EDO ADMINISTRATOR: BUSINESS CONTACT
Alexa Freeburg Date Amanda Fisher Date
Grant Manager Human Resources Manager
Prospera Business Network LumenAd, Inc.
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Business Assistance Agreement with Management Plan 11 Government and Assisted Business
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the 20th day of
April, 2020.
Dennis Taylor Date
City Manager
City of Bozeman
Ryan Hansen Date
CEO/Founder
LumenAd, Inc
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4/21/2020
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