HomeMy WebLinkAboutAuthorize Big Sky Economic Development Trust Fund Grant Agreements1
Commission Memorandum
REPORT TO: Honorable Mayor and City Commission
FROM: Brit Fontenot, Director of Economic Development
SUBJECT: Big Sky Economic Development Trust Fund Grant Award to Apttus Corporation
MEETING DATE: December 19, 2013
AGENDA ITEM TYPE: Consent
RECOMMENDATION: Authorize Mayor Becker to sign the Montana Department of
Commerce Big Sky Economic Development Trust Fund Program contract, sub-recipient and business assistance agreements and authorize the City Manager, or his designee, to execute the management plan, signature form and all other additional grant documents required to facilitate
and manage the grant award to Apttus Corporation.
BACKGROUND:
On August 5, 2013 the City Commission approved Resolution 4464 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 Apttus Corporation
(“Apttus”).
In a letter dated September 23, 2013, the Montana Department of Commence (the
“DOC”) notified the City of Bozeman that the City’s application, facilitated by the Prospera was approved and Apttus was awarded up to $385,000 in BSTF Category I, Job Creation funding. The award assists Apttus with the purchase of equipment. In turn, Apttus agrees to create up to
77 net new full time jobs that meet the BSTF wage rate of between $19.00 and $144.00 per hour,
excluding benefits.
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 Apttus, the grantee, see Attachments 1 – 7.
APTTUS CORPORATION:
Apttus is a leading developer of, and delivers, category-defining software that drives the vital business process between the buyer’s interest in a purchase and the realization of revenue.
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Delivered on the industry’s most advanced cloud infrastructure, Force.com, Apttus’ Quote-to-
Cash solutions increase sales and maximize visibility and control.
Founded in 2006, Apttus, headquartered in San Mateo, California has grown to over 220 employees and has been profitable each quarter of its existence. Currently, Apttus is hiring five
to 10 new employees per week in locations around the world. To accommodate this growth,
Apttus has expanded its presence to Bozeman which is part of their larger network including
locations in the Silicon Valley; Windsor, UK; and Ahmedabad, India. Hiring in Bozeman
commenced during the summer of 2013 and continues today.
In 2013-2014, Apttus will hire up to 77 new employees in their Bozeman facility.
Currently there are three employees on-boarding fifteen new hires into the Apttus family. They
have secured a temporary facility location and are working with a local developer/builder on the
construction of a new facility that will enable them to scale up hiring in the near future.
This BSTF award allows Apttus to leverage over $2 million of their investment dollars,
aimed solely to build out the Bozeman location, to acquire new equipment through the BSTF
Category I program.
The total amount to be reimbursed to the Assisted Business under the Contract shall be
up to $4,750.00 per eligible net new job created by the Assisted Business for documented costs
with reimbursement not to exceed a total of $385,000.00, minus grant administration dollars for
the entire Contract.
A 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:
a. A new job to the company was created or filled on or after August 7th, 2013;
b. 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
c. The job pays wages that meet or exceed $19.00 per hour.
THE PROSPERA BUSINESS NETWORK:
Prospera has worked with Apttus since May 2013, helping to ensure a smooth transition
into the Bozeman community. The City and Prospera have worked closely with local contact
Stephanie Covert, Senior Director of Sales Operations, on an integrated approach to meet their job creation and workforce training goals. Prospera continues to provide grant administration,
contract management and reporting under the BSTF. Currently, Prospera is managing six active
BSTF grants under the Montana Department of Commerce program, and has recently concluded
the North Park Preliminary Engineering Report project funded under the BSTF program.
Additionally, Prospera currently manages the City’s Revolving Loan Fund.
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Once 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 and provide some
accounting services as the “pass-through” entity for the grant funds, as required by the DOC. GRANT AGREEMENTS:
The following agreements must be entered into by the City to complete the grant and
provide the award to Apttus: 1. Montana Department of Commerce Big Sky Economic Development Trust Fund
Program Document (Contract # MT-BSTF-1-14-07) (this agreement provides the
Category 1 funding to the City);
2. Sub-recipient Agreement with Prospera (this agreement will authorize Prospera to manage the grant program on behalf of the City); 3. Management Plan (covers the grant management requirements of the City,
Prospera, and Apttus); and
4. Business Assistance Agreement (this agreement between the City and Apttus
details the conditions Apttus must comply with to obtain the grant funds including the number of jobs, the salaries for the jobs, the use of the funds, reporting, and other issues).
There may be additional documents wherein the Montana Department of Commerce will
require City approval. Authorization of this consent item also authorizes the City Manager to execute all additional documents to facilitate the grant award.
UNRESOLVED ISSUES: The DOC requires the City, as the recipient of the grant on behalf
of Apttus, establish, by Commission resolution, a grant management bank account to segregate
and track the grant funds independent of other City funds and accounts, as described in the
Management Plan, Section C, ATTACHMENT 3. Staff will return to the Commission with this resolution in January, 2014.
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 Apttus creates over the next two years as described in the sub-
recipient agreement, Section C, ATTACHMENT 2. Additionally, minimal City staff time will be required to establish the grant management bank account and provide the appropriate review
of documents and approval.
Attachments:
1) City of Bozeman Contract Cat I CITIES 2013 SB30 MT-BSTF-1-14-07; 2) MT-BSTF #1-14-07 Sub-recipient Agreement between City of Bozeman and Prospera Business Network;
3) MT - BSTF #1-14-07 Management Plan;
4) MT - BSTF #1-14-07 Business Assistance Agreement;
5) MT - BSTF #1-14-07 Signature Certification; 6) MT-BSTF #1-14-07 Depository Form; and 7) MT - BSTF #1-14-07 City of Bozeman W9.
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Report compiled on: 12-13-13
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Category I Sub-Recipient Agreement 1 Effective May 6, 2013
SUB-RECIPIENT AGREEMENT
MONTANA DEPARTMENT OF COMMERCE BIG SKY ECONOMIC DEVELOPMENT TRUST FUND
CATEGORY I: ECONOMIC DEVELOPMENT PROJECTS
Contract #MT BSTF 1-14-07 THIS AGREEMENT is entered into this ____ day of _____, 20___, by the City of Bozeman,
herein referred to as the “City” and Gallatin Development Corporation, d/b/a Prospera Business
Network, a nonprofit local economic development corporation herein referred to as the “Sub-
Recipient.” WITNESSETH THAT:
WHEREAS, the City of Bozeman is the recipient of a Big Sky Economic Development Trust
Fund (BSTF) grant by the Montana Department of Commerce, Business Resources Division herein referred to as “the Department,” and
WHEREAS, the purpose of the grant is to assist the City and Apttus Corporation, 2407 West
Main Street, Suite 102, Bozeman, MT 59718 (the assisted business)with the purchase of
equipment and the creation of jobs in Montana, and WHEREAS, the City of Bozeman, desires to sub-grant the BSTF funds to the Sub-recipient and
engage the Sub-Recipient to manage the MT - BSTF #1-14-7 grant on the City of Bozeman’s
behalf, and
WHEREAS, the Department has required the City of Bozeman to enter into a Sub-recipient agreement with the Sub-Recipient specifying the terms and conditions of the City of Bozeman’s
delegation of certain BSTF responsibilities to Prospera, and
WHEREAS, the parties to this Agreement understand that neither of them has in any way, expressly or impliedly, abrogated any of its individual powers, and further agree that this Agreement does not create any new organization or legal entity.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set out in this
Agreement, the parties agree as follows: A. SPECIAL PROVISIONS. The City of Bozeman agrees, under the terms and conditions of
this Agreement, to sub-grant BSTF grant administration funds to compensate Prospera for
certain grant management activities.
B. INDEPENDENT SUB-RECIPIENT/REPRESENTATIONS. It is understood by the parties hereto that the Sub-recipient is an independent Sub-recipient and that neither its principals nor
its employees, if any, are employees of the City of Bozeman for purposes of tax, retirement
system, or social security (FICA) withholding. It is further understood that pursuant to section
39-71-401, MCA, the Sub-recipient has obtained, and will maintain at its expense for the duration of this Contract, coverage in a workers' compensation plan for its principals and employees for the services to be performed hereunder.
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Category I Sub-Recipient Agreement 2 Effective May 6, 2013
Sub-recipient has familiarized itself with the nature and extent of this Agreement, the Scope of
Services, and with all local conditions and federal, state and local laws, ordinances, rules, and
regulations that in any manner may affect cost, progress or performance of the Scope of
Services.
Sub-recipient represents and warrants to City that it has the experience and ability to perform
the services required by this Agreement; that it will perform said services in a professional,
competent and timely manner and with diligence and skill; that it has the power to enter into and
perform this Agreement and grant the rights granted in it; and that its performance of this
Agreement shall not infringe upon or violate the rights of any third party, whether rights of
copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature
whatsoever, or violate any federal, state and municipal laws. The City will not determine or
exercise control as to general procedures or formats necessary to have these services meet this
warranty.
C. COMPENSATION.
For the satisfactory completion of the services to be provided under this Agreement, the City of Bozeman will pay the Sub-recipient a sum not to exceed $19,250.00 as in the manner set forth
in the attached Exhibit A, which by this reference is made a part of this contract. The Sub-
recipient recognizes the funds from which the City will pay Sub-recipient will derive from the
monies obtained by the City under a Big Sky Economic Development Trust Fund grant award on
behalf of Apttus Corporation and from no other funds. Should funds not be available from said grant award, the City will owe no compensation to Sub-recipient.
The amount to be paid will be calculated according to the hourly billing rates for the various
personnel as described in Exhibit A. The Sub-recipient may submit monthly requests for
payment, based on actual work performed, which must be accompanied by an itemized invoice describing the services furnished, the number of hours worked to accomplish each item, the
amount being billed for each item, a description of any other eligible expenses incurred during
the billing period, and the total amount being billed. Each specific service the Sub-recipient will
provide under this contract, and the maximum amount that the City of Bozeman will pay the
Sub-recipient for each of these services, is set forth in the attached Exhibit A.
D. SCOPE OF SERVICES. The Sub-recipient will perform the following services:
It is understood and agreed by the parties that the services of Prospera do not include any of
the following: the disbursement or accounting of funds distributed by the City of Bozeman s financial officer, legal advice, fiscal audits or assistance with activities not related to the BSTF
project.
1. The Sub-Recipient will be responsible for all facets of the BSTF project as described in
the City of Bozeman’s BSTF application and all terms of the agreement between the City and the Montana Department of Commerce (Contract form #MT-BSTF-1-14-07).
2. During the period of this Agreement, Prospera will maintain reasonable records of its
performance under this Agreement in a manner consistent with generally accepted accounting
principles. Prospera will allow the City of Bozeman or their authorized representatives, access
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Category I Sub-Recipient Agreement 3 Effective May 6, 2013
to these records at anytime during normal business hours. At the request of the City of
Bozeman, Prospera will submit to the City of Bozeman, in the format prescribed by the City of Bozeman, status reports on its performance under this agreement.
3. If Prospera ceases to exist or an Event of Default occurs, all grant funding on hand and
accounts or notes receivable related to this Agreement, will revert to the City of Bozeman.
E. DURATION OF THE AGREEMENT. This Agreement will become effective upon August 7th, 2013 and will terminate upon completion of the final closeout by the Department, or by
August 7, 2015, whichever comes first, unless otherwise terminated in accordance with the
terms of this Contract.
This Agreement will terminate if either party fails to meet the conditions of this Agreement or if an Event of Default occurs.
F. ADMINISTRATION.
1. For the purposes of implementing this Agreement, the City of Bozeman will appoint a local government project liaison that will work with Prospera. The parties will meet as necessary
to provide for the efficient and smooth implementation of this Agreement and the activities
contained herein. This Agreement will run concurrently with the Management Plan, which
governs the management of the initial BSTF grant, and will follow the Management Plan for issues related to the initial grant.
2. The Sub-recipient will comply with all applicable federal and state statutes and
regulations.
3. The BSTF project will be audited on a yearly basis.
G. CONFLICT OF INTEREST. The Sub-recipient covenants that it presently has no interest
and will not acquire any interest, direct or indirect, in the BSTF project, which would conflict in
any manner or degree with the performance of its services hereunder. The Sub-recipient further covenants that, in performing this Agreement, it will employ no person who has any such interest.
H. DISPOSITION OF FUNDS ACQUIRED. Upon the expiration of the Agreement, the Sub-
recipient will transfer to the City of Bozeman any BSTF funds on hand at the time of expiration and any accounts receivable attributable from the use of BSTF funds.
I. DOCUMENTS INCORPORATED BY REFERENCE. The City of Bozeman’s application
to the Department for BSTF funding, dated August 5th 2013, the agreement between the City
and the Montana Department of Commerce (Contract form #MT-BSTF-1-14-07, and all applicable federal and state statutes and regulations are incorporated into this Agreement by this reference and are binding upon Prospera.
J. OWNERSHIP AND PUBLICATION OF MATERIALS. All reports, information, data, and
other materials prepared by Prospera pursuant to this Agreement are the property of the City of Bozeman and the Department which have the exclusive and unrestricted authority to release, publish or otherwise use, in whole or part, information relating thereto. Any reuse without
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Category I Sub-Recipient Agreement 4 Effective May 6, 2013
written verification or adaptation by the Architect/Engineer for the specific purpose intended will
be at the Owner's sole risk and without liability or legal exposure to the Architect/Engineer. No material produced in whole or in part under this Agreement may be copyrighted or patented in the United States or in any other country without the prior written approval of the City of
Bozeman and the Department.
K. REPORTS AND INFORMATION. Prospera will maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this Agreement and such other records as may be deemed necessary by the City
of Bozeman to assure proper accounting for all project funds. These records will be made
available for audit purposes to the City of Bozeman or its authorized representative, and will be
retained for three years after receipt of final payment for the services rendered under this Agreement unless permission to destroy them is granted by the City of Bozeman.
L. ACCESS TO RECORDS. It is expressly understood that Prospera’s records relating to
this Agreement will be available during normal business hours for inspection by the City of
Bozeman, the Department, and, when required by law, the Montana Legislative Auditor and Legislative Fiscal Analyst.
M. COMPLIANCE WITH WORKERS’ COMPENSATION ACT The Sub-recipient is
required 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. §§ 39-71-120, 39-71-401, and 39-71-405.) Neither the Sub-recipient, nor its employees are employees of the City of Bozeman, or 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 City of Bozeman within 10 working days of
the execution of this Agreement and must be kept current for the entire term of the Agreement. CONTRACTS WILL BE TERMINATED PURSUANT TO THE PROVISIONS OF SECTION P IF
THE SUB-RECIPIENT 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.
N. INSURANCE. The Sub-Recipient shall maintain for the duration of the contract, at its cost and expense, insurance against claims for injuries to persons or damages to property, including contractual liability, which may arise from or in connection with the performance of the
work by the Contractor, agents, employees, representatives, assigns, or subcontractors. This
insurance shall cover such claims as may be caused by any negligent act or omission.
The Sub-Recipient shall purchase and maintain occurrence coverage with combined single limits for bodily injury, personal injury, and property damage of $1,000,000 per occurrence and $2,000,000 aggregate per year to cover
such claims as may be caused by any act, omission, or negligence of the Sub-Recipient or its officers, agents, representatives, assigns, or subcontractors.
O. INDEMNIFICATION. The Sub-recipient waives any and all claims and recourse against
the City of Bozeman, its officers, employees and agents including the right of contribution of loss
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Category I Sub-Recipient Agreement 5 Effective May 6, 2013
or damage to person or property arising from, growing out of, or in any way connected with or
incidental to the Sub-recipient’s performance of this Agreement, except claims arising from the concurrent or sole negligence of the City of Bozeman or its officers, agents or employees. The Sub-recipient will indemnify, hold harmless, and defend the City of Bozeman its officers,
employees and agents against any and all claims, demands, damages, costs, expenses, or
liability arising out of the Sub-recipient’s performance of this Agreement except for liability
arising out of the concurrent or sole negligence of the City of Bozeman or its officers, agents, or employees.
Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations
of indemnity that would otherwise exist. The indemnification obligations of this Section must not
be construed to negate, abridge, or reduce any common-law or statutory rights of the
indemnitee(s) which would otherwise exist as to such indemnitee(s).
Sub-Recipient’s indemnity under this Section shall be without regard to and without any right to
contribution from any insurance maintained by City.
Should any indemnitee described herein be required to bring an action against the Sub-
Recipient to assert its right to defense or indemnification under this Agreement or under the
Sub-Recipient’s applicable insurance policies required below the indemnitee shall be entitled to
recover reasonable costs and attorney fees incurred in asserting its right to indemnification or
defense but only if a court of competent jurisdiction determines the Sub-Recipient was obligated
to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any
portion(s) thereof.
In the event of an action filed against City resulting from the City’s performance under this
Agreement, the City may elect to represent itself and incur all costs and expenses of suit.
These obligations shall survive termination of this Agreement and the services performed hereunder.
P. TERMINATION OF AGREEMENT. If any of the following events occur, the City of
Bozeman may, in its sole discretion, declare such event a default under this Agreement:
1. Any representation or warranty made by the Sub-recipient in this Agreement or in any
request or certificate or other information furnished to the City of Bozeman under this
Agreement proves to have been incorrect in any material respect; or
2. The Sub-recipient fails in any material respect to carry out its obligations under its proposal to the City of Bozeman for the assistance provided under this Agreement.
If the Sub-recipient fails to perform any of its duties under this Agreement or if any Event of
Default occurs, the City of Bozeman may declare the Sub-recipient to be in default and
thereafter give the Sub-recipient written notice setting forth the action or inaction which constitutes the default and giving the Sub-recipient 45 days in which to correct the default. If the
Sub-recipient fails to correct the default within 45 days of receipt of this notice, the City of
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Category I Sub-Recipient Agreement 6 Effective May 6, 2013
Bozeman may notify the Sub-recipient in writing that any amount that is payable under this
Agreement is due and payable in full within 45 days and this Agreement is terminated. It is agreed by the parties that the provisions of this Agreement provide for reasonable and
sufficient notice to be given to the Sub-recipient in case of the Sub-recipient’s failure to comply
with any of its covenants and that this notice is sufficient for the Sub-recipient to rectify its
actions or inactions of default. The waiver by the City of Bozeman of any default by the Sub-recipient 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 either party unless it is in writing and signed by both parties.
Q. CONSTRUCTION AND VENUE. This Agreement will be construed under and governed by the laws of the State of Montana. The City of Bozeman and the Sub-recipient agree that
performance of this Agreement is in the County of Gallatin, State of Montana and that in the
event of litigation concerning it, venue is in the District Court of the 18th Judicial District in and
for the County of Gallatin, Montana. R. ELIGIBILITY. The Sub-recipient certifies that the Sub-recipient's firm and the firm's
principals are not debarred, suspended, voluntarily excluded, or otherwise ineligible for
participation in State of Montana contracts.
This Sub-recipient Agreement has been approved by the City of Bozeman and Gallatin Development Corporation d/b/a Prospera Business Network’s Executive Director.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed.
City of Bozeman Gallatin Development Corporation d/b/a Prospera Business Network
__________________________ _____________________________________
Sean Becker, Mayor Stuart R. Leidner, Executive Director
Date Date
Attest: Attest:
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Category I Sub-Recipient Agreement 7 Effective May 6, 2013
Exhibit “A” – Administrative Payments
Administrative payments will consist of reimbursement to Prospera Business Network as per the
approved administrative cost structure of $250 per net new job created by Apttus Corporation.
Prospera will prepare the BSTF payment request and attach a copy of an invoice. Prospera will also include a detail on time allocation for this project for the period of reimbursement. A separate funds tracking sheet will accompany the request which details current reimbursement
requests, cumulative draws, and the remaining budget to be expended. Upon review and
approval, Prospera Business Network will upload all of the reimbursement request documents
via the State’s online grant management tracking program to the Department. The City of Bozeman will reimburse Prospera Business Network upon receipt of funds from the Department.
The following personnel will be recording time to this project:
Stuart Leidner, Executive Director: Overall project administration Drew Little, Program Coordinator: Assist with project tracking and administration Janel Reimen, Accounting Manager: Time tracking and accounting administration
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Category I Management Plan 1 Effective July 1, 2013
MANAGEMENT PLAN
MONTANA DEPARTMENT OF COMMERCE
BIG SKY ECONOMIC DEVELOPMENT TRUST FUND CATEGORY I: ECONOMIC DEVELOPMENT PROJECTS On August 7th, 2013, the City of Bozeman, herein referred to as the “City”, was awarded a grant
from the Big Sky Economic Development Trust Fund (BSTF) Program. The City of Bozeman
will enter into a Sub-recipient agreement with Gallatin Development Corporation, d/b/a Prospera
Business Network (EDO) for administering 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, LOCAL GOVERNMENT AWARDEE
The following persons will have lead responsibility for administering the City of Bozeman’s BSTF
Grant MT-BSTF #1-14-07 to facilitate an expansion of Apttus Corporation (the Assisted
Business).
a. Brit Fontenot, as the City of Bozeman’s Economic Development Director, will have
responsibility for all official contacts with the Montana Department of Commerce (Department). The Economic Development Director will have the ultimate authority
and responsibility for the implementation of the City of Bozeman’s BSTF Grant#
MT-BSTF #1-14-07 to facilitate an expansion of Apttus Corporation. The Economic
Development Director will approve and sign administrative documents and
approve all payment requests to the BSTF program. The Economic Development Director will be responsible for maintaining records related to the management of
the BSTF Grant MT-BSTF #1-14-07. The Economic Development Director will be
the liaison between the EDA, and the City of Bozeman.
2. Gallatin Development Corporation, d/b/a Prospera Business Network, LOCAL
ECONOMIC DEVELOPMENT ORGANIZATION (EDO)
To provide general technical assistance, coordination of funding sources, assurances of
compliance with all applicable state requirements for BSTF Grant MT-BSTF # 1-14-07. The City
of Bozeman has designated the EDO as its Project Administrator. The EDO is a not-for-profit
economic development organization located in the City of Bozeman. The following EDO
personnel will be responsible for the project:
a. Stuart R. Leidner, Executive Director, will be responsible for all official contacts
with the City of Bozeman on behalf of the EDO, keeping the EDO Board of
Directors apprised of the project status and entering agreements on behalf of the
EDO.
b. The Executive Director will be responsible for overall coordination of the BSTF Grant MT-BSTF # 1-14-07 awarded to the City of Bozeman. He will establish and
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Category I Management Plan 2 Effective July 1, 2013
maintain complete and accurate project files and monitor all project activities for
compliance with all applicable requirements and will prepare payment requests.
c. The Executive Director will be responsible for the oversight of fiscal management of the project, in coordination with the Project Manager and in accordance with the
EDO’s established Fiscal Procedures. He will assure compliance with all
applicable federal, state and local requirements, and coordinate with the
Accounting Manager to keep all fiscal records and accounts for the EDO, assure coordination of all funding sources, review all project expenditures from the business, process pay requests, and prepare all final project closeout documents.
3. Mina Yokoyama, HR and Recruiting Administrator, Apttus Corporation will serve as the
Project Representative for the Assisted Business. She will have responsibility for all official
contacts with the EDO. The Project Representative will approve and sign administrative documents, including the “Job Certification Form” and approve all invoices pertaining to the BSTF Grant MT-BSTF # 1-14-07.
B. PROJECT MANAGEMENT
1. The EDO, will Prepare payment requests including: Request for Payment Form, Project
Progress Report and associated cost documentation (invoices, etc.) to submit to the Department.
2. The Economic Development Director for the City of Bozeman will review and approve,
the BSTF payment requests.
3. The EDO will submit the payment requests to the BSTF Program, Business Resources
Division, Montana Department of Commerce.
4. The Economic Development Director for the City of Bozeman will ensure disbursement of funds to the Assisted Business and to the EDO for administrative fees.
5. The EDO will prepare and review all BSTF closeout documents.
6. The Economic Development Director will review and approve all BSTF closeout
documents.
7. As a sub-recipient the EDO’s, Project Administrator, is responsible for the following day to day project activities:
a. Assisting the City of Bozeman and the Department in developing the City of
Bozeman contract with the Department that will address all requirements related to
effective project start-up and implementation. This will include preparation of all agreements between the City of Bozeman and the EDO.
b. Establishing and maintaining complete and accurate project files and preparing all
documentation and reports incidental to administration of the project.
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Category I Management Plan 3 Effective July 1, 2013
c. 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.
d. 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 biannually as specified by the Department.
e. Preparing all required performance reports and closeout documents for submittal to the Department and assisting the City of Bozeman’s auditors with the completion of the project's audit requirements.
f. Closing the BSTF project in a timely fashion within the period of the contract
between the Department and the City of Bozeman.
g. Monitoring the business’s compliance with the requirements of the grant assistance agreement including implementation of the project hiring or hiring/training plan.
1. Mina Yokoyama, HR and Recruiting Coordinator, Apttus Corporation will be the will be
the liaison with the EDO Executive Director. She will maintain the project files, manage
the administration and will be responsible for assisting the Executive Director with all aspects of managing and monitoring the project, including preparation of all reporting requirements and the “Job Creation Spreadsheet”.
C. FINANCIAL MANAGEMENT
1. The City of Bozeman’s accounting department will be responsible for:
a. Depositing the BSTF funds in their grant management bank account. A separate BSTF general ledger account within their grant management bank account will be set up to transfer BSTF funds from that account to the City of Bozeman treasury
for disbursements, based on claims and supporting documents approved by the
EDO Executive Director and the City of Bozeman’s Economic Development
Director. Approved BSTF Administrative Fees will be disbursed to the EDO.
b. Entering all project transactions into the City of Bozeman’s existing accounting system and preparing checks/warrants for approved expenditures.
c. With the assistance of the EDO Executive Director and City of Bozeman’s
Economic Development Director, prepare the final financial report for project
closeout.
f. Financial record keeping will conform to the recommendations of the Department. The original financial documents (claims with all supporting documents attached)
will be retained in the City of Bozeman’s offices.
g. All BSTF activities including administrative fees will be segregated, recorded, and
reported in this fund and will be labeled “BSTF 01-14-7". The EDO will prepare the payment request and forward it to the City of Bozeman’s Economic
63
Category I Management Plan 4 Effective July 1, 2013
Development Director. The Economic Development Director will review the
request and counter-sign the request. The EDO will be responsible for uploading the request to the Department via the Department’s online grant administration website.
i. Administrative payments will consist of reimbursement at a rate of $250 per net
new job created by the assisted business. The EDO will prepare the BSTF payment request and attach a copy of a time tracking report. Upon review and approval by the Economic Development Director for the City of Bozeman, the EDO
will forward the request to the Department. The City of Bozeman will reimburse the
EDO upon receipt of funds from the Department.
j. The BSTF project fund will be audited on a yearly basis in conjunction with the City of Bozeman’s audit.
1. Stephanie Covert, Sr. Director Sales Operation, Apttus Corporation will act as Finance
Manager for the BSTF Grant MT-BSTF# 1-14-07 project and will be responsible for
management of and record keeping for the project funds involved in the financing of the
business expansion for the Assisted Business.
If the EDO ceases to exist or an Event of Default occurs, any unrequested administrative fees related to the Grant MT-BSTF # 1-14-07, will revert to the City of Bozeman.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the ______ day
of _________________, 20__.
____________________________________
Brit Fontenot, Economic Development Director Date
City of Bozeman
___________________________________
Stuart R. Leidner, Executive Director Date
Prospera Business Network
____________________________________
Stephanie Covert, Sr. Director Sales Operations Date
Apttus Corporation
64
Category I Assistance Agreement 1 Form Effective Date: May 29, 2013
MONTANA DEPARTMENT OF COMMERCE
BIG SKY ECONOMIC DEVELOPMENT TRUST FUND BUSINESS ASSISTANCE AGREEMENT
The Business Assistance Agreement is between the local or tribal government and the assisted
business. The Department recommends that the Agreement address the following items:
a. A commitment to create the agreed upon new eligible jobs and the lengths of time those jobs must be sustained to receive funds or to avoid an obligation to reimburse
the Department.
b. Requirements that the assisted business maintain existing jobs in Montana. c. A commitment by the assisted business to make the required matching investments,
at the agreed upon Montana location, within the required Contract time period.
d. An obligation to provide proof of any new jobs created, existing jobs retained, and/or new investment made.
e. The conditions with which the assisted business must comply to receive the benefits
of the BSTF program award made to the local or tribal government.
f. The terms under which an assisted business will be deemed to have met or failed to meet the terms of the agreement.
g. The terms and procedure by which any previously disbursed funds may be recaptured
by the local or tribal government or the Department under circumstances in which the assisted business has failed to meet its commitments.
h. Permit the Department, Legislative Auditors, or the local or tribal government access
to all records necessary to evaluate the compliance with Department policies and the
program’s administrative rules and all agreements executed under them. i. A certification that the assisted business will not discriminate against any employee or
against any person seeking employment based upon race, color, religion, creed,
political ideas, sex, age, marital status, physical or mental disability, or national origin.
j. The Assisted Business must comply with the Montana Workers’ Compensation Act (Montana Code Annotate 39-71-120, 39-71-401 and 39-71.405)
k. The Assisted Business must be registered with the Secretary of State.
65
Category I Assistance Agreement 2 Form Effective Date: May 29, 2013
MONTANA DEPARTMENT OF COMMERCE
BIG SKY ECONOMIC DEVELOPMENT TRUST FUND
A. PARTIES: The parties to this contract (the Contract) are the City of Bozeman, (the “City),
and Apttus, Corporation 2407 West Main Street, Bozeman, MT 59718, (the “Assisted
Business”); Tax identification number: 20-554-2615. B. PURPOSE: The purpose of this Contract is for the Assisted Business to use up to
$365,750.00 in Big Sky Economic Development Trust Fund (BSTF) grant funds, to be used as
follows:
• Up to $365,750.00 to assist with the purchase of equipment.
a. The Assisted Business has agreed to create up to 77 eligible net new jobs at the
project site located at 2407 West Main Street, Bozeman MT 59718 (the “Project Site”)
in the City of Bozeman’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 August 7th, 2013. 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 per hour, excluding benefits. In addition, the 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 BSTF benefit certification will be provided, which by this reference is made a part of
this contract.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties hereto agree as follows:
1. SCOPE AND DUTIES: The City of Bozeman and the Assisted Business shall engage in
activities as set forth in the City of Bozeman’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 and the agreement between the City and the Montana
Department of Commerce (Contract form #MT-BSTF-1-14-07,, all of which, by this reference are
made a part hereof. The City of Bozeman 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 City of Bozeman 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 City of
Bozeman, signed by a duly authorized representative of the Assisted Business. Project
Progress Reports, in the format prescribed by the City of Bozeman, shall be submitted with each request for funds.
2. REPORTING: Unless otherwise specified by the City of Bozeman, the Assisted Business will
also submit Project Progress Reports biannually to the City of Bozeman and the Department
66
Category I Assistance Agreement 3 Form Effective Date: May 29, 2013
until the Assisted Business receives Contract closeout approval from the City of Bozeman. The
Project Progress Report must be provided on or before January 31st and July 31st 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:
a) Certified employment documentation from the Assisted Business that includes the
identification of all employees in Montana, corresponding employee name, number, title,
current hourly wage, date of hire, termination date if applicable, hourly wage at time of hire, average working hours per week and the physical location where the employee is principally employed;
b) Total cost and breakdown for the activities that funds are being requested;
c) Amount of matching funds expended to date;
d) Total amount requested and total remaining under the Contract; and e) Any other pertinent information related to the grant and progress of the project.
3. COMPENSATION AND CONSIDERATION: The total amount to be reimbursed to the
Assisted Business under the Contract shall be up to $4,750.00 per eligible net new job created
by the Assisted Business for documented costs with reimbursement not to exceed a total of $385,000.00, minus grant administration dollars for the entire Contract.
A 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:
a. A new job to the company was created or filled on or after August 7th, 2013;
b. 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 c. The job pays wages that meet or exceed $19.00 per hour.
The City of Bozeman will not reimburse the Assisted Business for any costs incurred prior to
August 7th 2013, nor for any expenses not included in the approved budget or not clearly and
accurately supported by the Assisted Business’s records. The Assisted Business shall satisfy the matching funds requirements consistent with the purposes expressed in the City of Bozeman’s application during the period of the Contract and shall meet or exceed the 1 : 1
required match ratio.
a) The City of Bozeman will authorize the Assisted Business to draw up to $365,750.00 against the funding reserved for the Assisted Business by the Department. In drawing against the reserved amount, the Assisted Business shall follow the instructions supplied
by the City of Bozeman. 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. Upon reasonable request, the Assisted Business shall provide substantiation of its
67
Category I Assistance Agreement 4 Form Effective Date: May 29, 2013
investment in capital in excess of the required $365,750.00 new investment at the project
site. 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 Department may revoke
the Assisted Business's authority to draw against the reserved amount described herein
until such time as the City of Bozeman and the Assisted Business agree on a plan to remedy the deficiency.
c) The Assisted Business agrees that if it ceases operations at the Project Site during the
Contract period, the Assisted Business shall immediately reimburse the entire amount of
the grant advanced up to that time to the Department. If the Assisted Business does not create the projected number of net new jobs that meet BSTF program eligibility requirements, the Assisted Business agrees that it shall reimburse the City of Bozeman a
prorated portion of any BSTF funds advanced based on documentation of the actual
eligible net new jobs created by the Assisted Business.
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.
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 August
7th, 2013 and ending August 7th, 2015 unless otherwise terminated by law or in compliance with
the terms of the Contract.
5. SUB-RECIPIENT/LIAISON: The Assisted Business recognizes the City of Bozeman entered
into a Sub-Recipient Agreement for administration of the BSTF funds with Prospera Business
Network. The Assisted Business shall comply with all requests from Prospera for documents and information. The contact person for the City of Bozeman is Brit Fontenot, the contact person
for the contract administrator, Prospera Business Network is Stuart R. Leidner, Executive
Director, or successor, and Mina Yokoyama, HR & Recruiting Administrator, or successor for
the Assisted Business.
6. SIGNATORY JOB CREATION REPORTING: The person responsible for approving and
signing the Job Creation Certification for Apttus, Corporation is Mina Yokoyama, HR &
Recruiting Administrator, or successor.
7. INSURANCE: The Assisted Business shall maintain for the duration of the grant, at its cost and expense, insurance against claims for injuries to persons or damages to property, including
contractual liability, which may arise from or in connection with regards to the performance of
the requirements of this grant. This insurance shall cover such claims as may be caused by any
negligent act or omission.
Specific Requirements for Commercial General Liability Insurance. The Assisted Business shall
purchase and maintain occurrence coverage with combined single limits for bodily injury,
personal injury, and property damage of $1,000,000 per occurrence and $2,000,000 aggregate
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Category I Assistance Agreement 5 Form Effective Date: May 29, 2013
per year to cover such claims as may be caused by any act, omission, or negligence of the
Assisted Business or its officers, agents, representatives, assigns, or subcontractors. The Assisted Business shall at the Assisted Business’s expense for the duration of the grant
secure insurance coverage through an insurance company or companies duly licensed and
authorized to conduct insurance business in Montana which insures the liabilities and
obligations specifically assumed by the Assisted Business in this Agreement. The insurance
coverage shall not contain any exclusion for liabilities specifically assumed by the Assisted
Business in Sections 8 and 23.
The insurance shall cover and apply to all claims, demands, suits, damages, losses, and
expenses that may be asserted or claimed against, recovered from, or suffered by the City
without limit and without regard to the cause therefore and which is acceptable to the City and
the Assisted Business shall furnish to the City an accompanying certificate of insurance and
accompanying endorsements in amounts not less than as follows:
• Workers’ Compensation – statutory;
• Employers’ Liability - $500,000 each employee, $500,000 each accident and
$500,000 per policy; and
• Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate.
The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers,
agents, and employees, shall be endorsed as an additional or named insured on a primary non-
contributory basis on both the Commercial General Liability policy. The insurance and required
endorsements must be in a form suitable to City and shall include no less than a sixty (60) day
notice of cancellation or non-renewal. The City must approve all insurance coverage and
endorsements prior to the Contractor commencing work. The Assisted Business shall notify City
within two (2) business days of the Assisted Business’s receipt of notice that any required
insurance coverage will be terminated or the Assisted Business’s decision to terminate any
required insurance coverage for any reason.
The City must approve all insurance coverage and endorsements prior to the the Assisted
Business obtaining funds under this Agreement.
69
Category I Assistance Agreement 6 Form Effective Date: May 29, 2013
8. COMPLIANCE WITH WORKERS’ COMPENSATION ACT/INDEPENDENT
CONTRACTOR: The Assisted Business is required 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. §§ 39-71-120, 39-71-401, and 39-71-405.) Neither the Assisted
Business nor its employees are employees of the City of Bozeman or 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 City of Bozeman 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 9 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.
The parties agree the Assisted Business is an independent contractor for purposes of this
Agreement and is not to be considered an employee of the City for any purpose. The Assisted
Business is not subject to the terms and provisions of the City’s personnel policies handbook
and no employee, officer, or agent of the Assisted Business may be considered a City employee
for workers’ compensation or any other purpose. The Assisted Business is not authorized to
represent the City or otherwise bind the City in any dealings between the Assisted Business and
any third parties.
The Assisted Business shall comply with the applicable requirements of the Occupational
Disease Act of Montana, Title 39, Chapter 71, MCA, and, as described above, shall maintain
workers’ compensation coverage for all members and employees of Contractor’s business,
except for those members who are exempted by law.
Contractor shall indemnify, defend, and hold the City harmless from any and all claims,
demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in
connection with any labor problems or disputes or any delays or stoppages of work associated
with such problems or disputes.
9. FAILURE TO HONOR CONTRACT: If the Assisted Business refuses or fails to deliver in accordance with the Contract terms and conditions, the State of Montana Procurement Bureau
may, in its discretion, suspend the Assisted Business for a period of time from entering into any
contracts with the State of Montana. 10. ACCESS AND RETENTION OF RECORDS: Upon receipt of reasonable advance notice,
the Assisted Business agrees to provide the City of Bozeman, Montana Department of
Commerce, Legislative Auditor or their authorized agents, access to any records necessary to
70
Category I Assistance Agreement 7 Form Effective Date: May 29, 2013
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.
11. 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 City of Bozeman, 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 City of
Bozeman 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 City of Bozeman 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 City of Bozeman 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 City of Bozeman may approve requests by the
Assisted Business for reimbursement of expenses incurred. The City of Bozeman’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.
12. UNAVAILABILITY OF FUNDING: The City of Bozeman may, at its sole discretion, terminate or reduce the scope of the Contract if available funding is eliminated or reduced for
any reason.
13. U.S. FUNDS: All prices and payments must be in U.S. dollars.
14. 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.
15. 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
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Category I Assistance Agreement 8 Form Effective Date: May 29, 2013
of the Department. Supplies delivered which do not conform to the Contract terms, conditions,
and specifications may be rejected and returned at the Assisted Business's expense.
16. VENUE: The Contract is governed by the laws of Montana. The parties agree that any
litigation concerning the Contract must be brought in the 18th Judicial District in and for the
County of Gallatin, State of Montana, and each party shall pay its own costs and attorney fees.
(Mont. Code Ann. § 18-1-401.) 17. COMPLIANCE WITH LAWS: The Assisted Business must, in performance of work under
this Contract, fully comply with all applicable federal, state, and tribal laws, rules, policies, and
regulations, concerning, but not limited to, human rights, civil rights, employment law, and labor
law. The Assisted Business shall promptly refer to the City of Bozeman any credible evidence that a
principal, employee, agent, contractor, subcontractor, or other person has submitted any false
claim or has committed any criminal or civil violation of laws pertaining to fraud, conflict of
interest, bribery, gratuity, or similar misconduct involving funds provided under this Contract. 18. DISABILITY ACCOMMODATIONS/NON-DISCRIMINATION: The City of Bozeman 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.
In addition to the above, the Assisted Business will have a policy to provide equal employment
opportunity in accordance with all applicable state and federal anti-discrimination laws,
regulations, and contracts. The Assisted Business will not refuse employment to a person, bar
a person from employment, or discriminate against a person in compensation or in a term,
condition, or privilege of employment because of race, color, religion, creed, political ideas, sex,
age, marital status, national origin, actual or perceived sexual orientation, gender identity,
physical or mental disability, except when the reasonable demands of the position require an
age, physical or mental disability, marital status or sex distinction. The Assisted Business shall
be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United
States Code, and all regulations promulgated thereunder. The Assisted Business shall require
these nondiscrimination terms of its sub-contractors providing services under with the funds
provided pursuant to this agreement.
19. ASSIGNMENT, TRANSFER AND SUBCONTRACTING: The Assisted Business shall not assign, transfer or subcontract any portion of the Contract without the express written consent of the City of Bozeman and the Montana Department of Commerce. (Mont. Code Ann. § 18-4-
141.) 20. MODIFICATION: The Contract may not be enlarged, modified, amended or altered except upon written agreement signed by all parties to the Contract.
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Category I Assistance Agreement 9 Form Effective Date: May 29, 2013
21. 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.
22. 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.
23. HOLD HARMLESS AND INDEMNIFICATION: The Assisted Business agrees to protect,
defend, and save the State of Montana and the City of Bozeman, their 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 Assisted Business's employees or third parties on
account of bodily or personal injuries, death, or damage to property or claims made by the
Assisted Business’s vendors or customers arising out of services performed or omissions of services or in any way resulting from the acts or omissions of the Assisted Business and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of the
State or City of Bozeman, under the Contract.
24. REGISTRATION WITH 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. §§ 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, contact the Office of the Secretary of
State at (406) 444-3665, or visit their website at http://sos.mt.gov. 25. TECHNOLOGY ACCESS FOR BLIND OR VISUALLY IMPAIRED: Assisted Business
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. § 18-5-603.) Contact the State of Montana, Department of
Administration, Procurement Bureau at (406) 444-2575 for more information concerning non-
visual access standards.
26. REFERENCE TO CONTRACT: The Contract number MUST appear on all invoices, packing lists, packages and correspondence pertaining to the Contract.
27. 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.
73
Category I Assistance Agreement 10 Form Effective Date: May 29, 2013
____________________________________ Kirk Krappe, CEO Apttus Corporation
____________________________________ City of Bozeman Sean Becker, Mayor
ATTEST:
Legal Review
74
1
Big Sky Economic Development Trust Fund Program Montana Department of Commerce Category I – Economic Development
Effective Date July 1, 2013
SIGNATURE CERTIFICATION FORM
BSTF GRANT MT-BSTF # 1-14-07
Nancy Faroni, Section Manager
Business Resources Division
Montana Department of Commerce
301 S. Park - P.O. Box 200523 Helena, Montana 59620-0523
This is to certify that the following individual(s) are authorized to sign requests for payment of
Montana Big Sky Economic Development Trust funds for the City of Bozeman.
Economic Development Director
Signature Title Brit Fontenot
Typed Name
This is to certify that the following individual(s) are authorized to sign requests for payment of
Montana Big Sky Economic Development Trust funds for the Gallatin Development Corporation, d/b/a
Prospera Business Network.
Executive Director
Signature Title
Stuart R. Leidner
Typed Name
It is understood that both of the above signatories must sign each request for payment submitted.
75
2
Big Sky Economic Development Trust Fund Program Montana Department of Commerce Category I – Economic Development
Effective Date July 1, 2013
I hereby certify that I have witnessed the signing of the above named signatures.
___________________________________ Date: _______________________ Signature of Witness
___________________________________
Typed Name and Title of Witness
State of Montana
County of __________________ This instrument was signed before me on __________________
by________________________________________________________________. Print name of signer(s)
Affix seal/stamp as close to signature as possible.
________________________________________
Notary Signature
[Montana notaries must complete the following,
if not part of stamp.]
_________________________________________
Printed Name Notary Public for the state of _________________ Residing at________________________________
My Commission expires:___________, 20_______
76
INSTRUCTIONS FOR COMPLETING DEPOSITORY CARD
Please make certain that there are no erasures, corrections or correction fluid on this form. All signatures must be in ink.
Item Number Information Needed 1. Enter name, address and zip code of depository (bank) designated to
receive grant funds. 2. Enter bank account and routing numbers where BSTF funds are to be deposited. Designate checking or savings account. 3. Enter name of BSTF Grantee. 4. Enter complete address of BSTF Grantee.
5. Signature of Executive Officer for BSTF Grantee. 6. Enter title of CEO or Executive Officer for BSTF Grantee.
7. Enter date form was signed by CEO or Executive Officer of BSTF Grantee. 8. Enter same account number as in #2 above.
9. Enter same name of depository (bank) as in #1 above. 10. Enter same address and zip code of bank where BSTF funds will be sent, as in #1 above.
11. Enter signature of authorized bank officer. 12. Enter title of authorized bank officer for depository.
13. Enter date form signed by authorized bank officer. Mail the original form to the BSTF Program and retain a photocopy for your records: Big Sky Economic Development Trust Fund Program Business Resources Division Montana Department of Commerce 301 South Park Avenue Helena, Montana 59620-0505 (406) 841-2744
77
MONTANA DEPARTMENT OF COMMERCE Big Sky Economic Development Trust Fund (BSTF) Program DESIGNATION OF DEPOSITORY FOR DIRECT DEPOSIT OF BSTF FUNDS SECTION 1 (To be Completed by BSTF Grantee) The (1)_________________________________________________________________ Name, Address and Zip Code of Grantee’s Bank has been designated as the depository for all funds to be received from the Montana Department of Commerce resulting from a BSTF Grant for deposit to: (2)______________________ _____________________________ Routing Number Account Number
Checking Account Savings Account (3)_________________________________________(4)_____________________ Name of Grantee Address (5) ___________________________________
Executive Officer/CEO Title
(6)________________________
Date
SECTION 2 (To be completed by the bank) The account identified in Section 1 has been established with this bank. All necessary documentation, including a power of attorney where necessary, which will legally enable this depository to receive electronic transfers from the State Auditor's Office for deposit to:
(7)_________________________________________________________________
Account Name and Number without the payee's endorsement have been received and are in this depository's custody. (8) (9)_________________________________
Name of Bank Address where checks should be mailed The Depository hereby agrees to immediately notify the BSTF Grantee when a deposit is made in the above account. (10) (11)_________________________________ Signature of Authorized Bank Officer Title of Authorized Bank Officer (12)_____________________________ Date
78
Substitute W-9 Conducting business with: DO NOT send to IRS
State of Montana Department of Administration SW9 12/2009
Montana Dept. of Commerce PO Box 200501 Helena, MT 59620 406-841-2714 FAX: 406-841-2711 Taxpayer Identification Number (TIN) Verification
Print or Type
Please see attachment or reverse for complete instructions.
Legal Name
(as entered with IRS) If Sole Proprietorship, enter your Last, First, MI
Entity Designation (check only one type)
Corporation
S-Corp C-Corp
Do you provide medical or legal services?
Yes No
Individual
Sole Proprietorship
Partnership
General Limited
LLC (for federal tax purposes taxed as)
Individual Partnership
Corporation
Estate/Trust
Organization Exempt from Tax
(under Section 501 (a)(b)(c)(d)(e))
Government Entity
Other_________________
Incorporated
Trade Name
If doing business as (DBA) or enter business name of Sole Proprietorship
Primary Address (for 1099 form) PO Box or Number and Street, City, State, ZIP + 4
Remit Address (where payment should be mailed, if different from Primary
Address) PO Box or Number and Street, City, State, ZIP + 4
Taxpayer Identification Number (TIN) (Provide Only One) (If sole proprietorship provide FEIN, if applicable)
Social Security Number
Federal Employer Identification No
Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number, AND
2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. 3. I am a U.S. person (including a US resident alien).
Printed Name
Printed Title
Telephone Number
Signature Date
Optional Direct Deposit Information (used at agency discretion) (all fields required to receive electronic payments)
(Must Include a Voided Check, No Direct Deposit Slips Accepted) Your Bank Account Number
Checking
Savings
Name on Bank Account
Bank Routing No. (ABA)
THIS IS A:
New Direct Deposit
Change of Existing
Additional Direct Deposit
Email Change Only
Email Address (Please make this LEGIBLE)
If you provide bank information and an email address, we will send a message notifying you when an electronic payment is issued. We will NOT share your email address with anyone or use it for any other purpose than communicating information about your electronic payments to
you. If you have questions about completing this form, please call the Warrant Writer Unit at 406-444-3092.
DEPT OF COMMERCE
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SW9 (4/2009)
Instructions for Completing Taxpayer Identification Number Verification
(Substitute W-9)
Legal Name As entered with IRS
Individuals: Enter Last Name, First Name, MI Sole Proprietorships: Enter Last Name, First Name, MI LLC Single Owner: Enter owner's Last Name, First
Name, MI All Others: Enter Legal Name of Business Trade Name Individuals: Leave Blank Sole Proprietorships: Enter Business Name LLC Single Owner: Enter LLC Business Name
All Others: Complete only if doing business as a D/B/A Primary Address Address where 1099 should be mailed. Remit Address Address where payment should be mailed. Complete only if different from primary address. Entity Designation Check ONE box which describes the type of business entity. Taxpayer Identification Number LIST ONLY ONE: Social Security Number OR Employer Identification Number. See “What Name and Number to
Give the Requester” at right. If you do not have a TIN, apply for one immediately.
Individuals use federal form SS-05 which can be obtained from the Social Security Administration. Businesses and all other entities use federal form SS-04 which can be
obtained from the Internal Revenue Service. Certification You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate
transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured
property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not
required to sign the certification, but you must provide your correct TIN. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to furnish your correct TIN to persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, or contributions you
made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your TIN whether or
not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and
certain other payments to a payee who does not furnish a TIN to a payer. Certain penalties may also apply.
What Name and Number to Give the Requester
For this type of account: Give name and SSN of: 1. Individual 2. Two or more individuals (joint account) 3. Custodian account of a minor (Uniform Gift to Minors Act) 4. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 5. Sole proprietorship or Single-Owner LLC
The individual The actual owner of the account or, if combined funds, the first individual no the account 1
The minor 2
The grantor-trustee 1 The actual owner 1
The owner 3
For this type of account: Give name and EIN of:
6. Sole Proprietorship or Single- Owner LLC 7. A valid trust, estate, or pension trust 8. Corporate or LLC electing corporate status on Form 8832 9. Association, club, religious, charitable, educational, or other tax-exempt organization 10. Partnership or multi-member LLC 11. A broker or registered nominee 12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agricultural program payments
The owner 3 Legal entity 4 The corporation The organization The partnership The broker or nominee The public entity
1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name, but you may also enter your business or “DBA” name. You may use either your SSN or EIN (if you have one). 4 List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.
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Taxpayer Identification Request
In order for the State of Montana to comply with the Internal Revenue Service regulations, this letter is to request that you complete the enclosed Substitute Form W-9. Failure to provide this information may result
in delayed payments or backup withholding. This request is being made at the direction of the Montana Department of Administration, State Accounting Division, in order that the State may update its vendor file
with the most current information.
Please return or FAX the Substitute Form W-9 even if you are exempt from backup withholding within (10) days of receipt. Please make sure that the form is complete and correct. Failure to respond in a timely manner may subject you to a 28% withholding on each payment, or require the State to withhold payment of outstanding invoices until this information is received per Internal Revenue Code 3406(a).
We are required to inform you that failure to provide the correct Taxpayer Identification Number (TIN) / Name combination may subject you to a $50 penalty assessed by the Internal Revenue Service under
Section 6723 of the Internal Revenue Code.
Only the individual’s name to which the Social Security Number was assigned should be entered on the first line.
The name of a partnership, corporation, club, or other entity, must be entered on the first line exactly as it
was registered with the IRS when the Employer Identification Number was assigned.
DO NOT submit your name with a Tax Identification Number that was not assigned to your name. For example, a doctor MUST NOT submit his or her name with the Tax Identification Number of a clinic he or
she is associated with.
Thank you for your cooperation in providing us with this information. Please return the completed form to:
State Accounting Division PO Box 200102
125 North Roberts Street Mitchell Bldg – Room 255
Helena, MT 59620 Phone: 406-444-3092
Fax: 406-444-2812
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