HomeMy WebLinkAboutC7. MT Dept Economic Grant1
Commission Memorandum
REPORT TO: Honorable Mayor and City Commission
FROM: Brit Fontenot, Director of Economic Development
SUBJECT: Montana Department of Commerce, Big Sky Economic Development
Trust Fund Program Grant Award to Montana Instruments
MEETING DATE: June 15, 2015
AGENDA ITEM TYPE: Consent
RECOMMENDATION: Authorize Mayor Krauss 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 their designee, to execute the management plan, signature form and all other additional grant documents required to facilitate and manage the grant award to Montana Instruments.
BACKGROUND:
On March 2, 2015 the City Commission approved Resolution 4582 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 Montana Instruments.
(Exhibit 1)
On May 6, 2015, the Montana Department of Commence (the “DOC”) notified the City
of Bozeman that the City’s application, facilitated by Prospera, was approved and Montana Instruments was awarded up to $127,500 in BSTF Category I, Job Creation funding. (Exhibit 2) The award assists Montana Instruments with the purchase of equipment. In turn, Montana
Instruments agrees to create up to 17 net new full time jobs that meet the BSTF wage rate
ranging from $18.00 to $40.00 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 Montana Instruments, the grantee. (Exhibits 3 – 7)
MONTANA INSTRUMENTS:
Montana Instruments makes researchers more effective by creating better high-precision
optical measurement solutions for research, industry and education.
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The Montana Instruments story began when one cryogenics engineer saw a need for
greater performance. As a developer of cryogenic optical systems for defense and advanced
computing, founder Luke Mauritsen could see that newly available technologies weren't being
fully utilized to create better instruments. Even state of the art cryogenics research technology lacked performance capabilities and usability. Cryogenics research was more difficult and time-consuming than necessary.
Unwilling to settle for the performance of the instruments available, Mauritsen assembled
a team of cryogenic, firmware and software experts and listened hard to researchers' needs. The result was the formation of Montana Instruments and the development of the Cryostation, a powerful new tool that provides a host of capabilities and unparalleled usability.
Starting with the Cryostation, Montana Instruments has defined itself by a passion for
innovation, an eagerness to respond to researchers' needs, and a commitment to worldwide support and service. They specialize in precise and innovative optical measurement solutions for research and industry.
During the term of the contract, 2015 - 2017, Montana Instruments will create up to 17
new jobs in their existing Bozeman facility. The total amount to be reimbursed to the Assisted Business under the Contract shall be up to $7,500.00 per eligible net new job created by the Assisted Business for documented costs with reimbursement not to exceed a total of
$127,500.00, 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:
1. A new job to the company was created or filled on or after March 13, 2015; 2. Have at a minimum, a full-time job, meaning a predominantly year-round
position requiring an average of 35 hours of work each week; and
3. The job pays wages that meet or exceed $18 to $40 per hour.
THE PROSPERA BUSINESS NETWORK:
The City and Prospera work collaboratively on numerous economic development projects
including past BSTF grants (Apttus Corporation, 2013-2015). As they have in the past, Prospera will provide grant administration, contract management and reporting under the BSTF requirements. Additionally, Prospera currently manages the City’s Revolving Loan Fund.
Once the grant is funded, Prospera will administer the BSTF grant, contracts and satisfy
reporting elements of the BSTF award. Through the Economic Development Department, the
City will maintain oversight of the Prospera management of the BSTF grant award and provide
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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 Montana Instruments:
1. Montana Department of Commerce Big Sky Economic Development Trust Fund Program Document (Contract # MT-BSTF-1-15-09) (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 Montana Instruments); and 4. Business Assistance Agreement (this agreement between the City and Montana
Instruments details the conditions Montana Instruments must adhere to in order to
obtain the grant funds including the number of jobs, the salaries for the jobs, the
use of the funds, reporting, and other issues). There may be additional documents wherein the DOC will require City approval.
Authorization of this consent item also authorizes the City Manager, or their designee, to execute
all additional documents to facilitate the grant award.
UNRESOLVED ISSUES: None
ALTERNATIVES: As proposed by the City Commission
FISCAL EFFECTS: As part of the contract, Prospera will earn administrative fees based upon
the number of net new jobs Montana Instruments creates over the next two years. Additionally,
minimal City staff time is required to provide the appropriate review of documents and
approvals.
Exhibits:
1) Resolution 4582;
2) Department of Commerce Letter of Award;
3) Montana Department of Commerce, Big Sky Economic Development Trust Fund
Program Contract # MT-BSTF-1-15-09; 4) # MT-BSTF-1-15-09 Sub-recipient Agreement between City of Bozeman and Prospera
Business Network;
5) # MT-BSTF-1-15-09 Management Plan;
6) # MT-BSTF-1-15-09 Business Assistance Agreement;
7) # MT-BSTF-1-15-09 Signature Certification;
Report compiled on: 06-04-15
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Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09
Montana Department of Commerce Updated 6-5-13 City of Bozeman
MONTANA DEPARTMENT OF COMMERCE
BIG SKY ECONOMIC DEVELOPMENT TRUST FUND PROGRAM
CONTRACT # MT-BSTF-1-15-09
This Contract is entered into by the City of Bozeman, 121 North Rouse
Avenue, PO Box 1230, Bozeman, Montana 59771 (the “Contractor”), and the
Montana Department of Commerce, Helena, Montana (the “Department”).
The Contractor and the Department hereby agree to the following terms:
Section 1. PURPOSE
The purpose of this Contract is to provide funding for Big Sky Economic Development
Trust Fund (BSTF) Program (the Program) Category I: Economic Development Job
Creation Project activities approved by the Department which the Contractor has
applied for project funds pursuant to Sections 90-1-201 et seq., Montana Code
Annotated (MCA).
Program funds have been awarded to assist the Contractor and Montana Instruments
Corporation, 151 Evergreen Drive, Suite D, Bozeman, MT 59715-2487, (the
“Assisted Business”) with the purchase of equipment and the creation of jobs in
Montana.
The Assisted Business has agreed to create 17 eligible net new jobs at the project site
located at 151 Evergreen Drive, Suite D, Bozeman, MT 59715-2487 (the “Project
Site”) in the Contractor’s jurisdictional area within the Contract time period. An eligible
net new job is defined as one that is new to the company and has not been filled before
March 13, 2015. Eligible new job criteria is a full-time job, meaning a predominantly
year-round position requiring an average of 35 hours of work each week, and pays
wages that meet or exceed $18.00 to $40.00 per hour, before the value of benefits is
added.
In addition, the Contractor and the Assisted Business have agreed to a total new
investment at the Project Site, which is equal to or greater than $1 for every $2 of
BSTF financial assistance received, within this Contract time period.
Section 2. SCOPE OF WORK
The Contractor hereby agrees to engage in Project activities as set forth in the
Contractor’s application, including any written modifications resulting from the review of
the application by the Department for Project assistance, all of which, by this reference
are made a part hereof.
The major components of the Project include the purchase of equipment and
documentation that the matching requirement has been met and documentation of
eligible job creation in Bozeman, Montana, and the administration of this Contract.
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Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09
Montana Department of Commerce Updated 6-5-13 City of Bozeman
Section 3. AUTHORITY
This Contract is issued under authority of Title 90, Chapter 1, Part 2, Montana Code
Annotated, and the Administrative Rules of Montana, Title 8, Chapter 99.
Section 4. APPLICATION INCORPORATED BY REFERENCE
The Contractor’s application for Program assistance and all appendices thereto,
including any written modifications resulting from the review of the application by the
Department (collectively, the “Project”), is incorporated into this Contract by this
reference and the representations made therein are binding on the Contractor.
Section 5. ACCEPTANCE OF PROGRAM REQUIREMENTS
(a) The Contractor shall comply with all applicable local, state, tribal, and federal
laws, regulations, ordinances, and resolutions, and all administrative directives
and procedures established by the Department, including all the provisions,
guidelines and requirements set forth on the Program’s website:
http://bstf.mt.gov.
(b) The Contractor expressly agrees to repay to the Department any funds advanced
under this Contract that the Contractor, or its contractors, subcontractors, or sub
recipient entities, or any public or private agent or agency to which it delegates
authority to carry out portions of this Contract, expends in violation of the terms of
this Contract, the statutes and regulations governing the Program, or any
applicable local, state, tribal, or federal requirements.
Section 6. EFFECTIVE DATE AND TIME OF PERFORMANCE
(a) This Contract shall take effect on March 13, 2015 and will terminate upon
completion of the final closeout by the Department, or by March 13, 2017,
whichever comes first, unless otherwise terminated in accordance with the terms
of this Contract.
(b) All Program award monies must be expended by the Contractor within the
timeline specified in the Contractor’s application, which by reference is made a
part of this Contract. The Contractor may modify the implementation schedule
set forth in the Contractor’s application only upon obtaining prior approval of the
Department.
(c) Each party, after termination of this Contract, remains subject to and obligated to
comply with all legal and continuing contractual obligations arising in relation to
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its duties and responsibilities that may arise under the contract including, but not
limited to, record retention, audits, and indemnification.
Section 7. BUDGET
(a) The total amount to be awarded to the Contractor under this Contract will not
exceed $127,500.00 to be used as follows:
• Up to $121,125.00 to assist the Assisted Business with the purchase of
equipment; and
• Up to $6,375.00 for eligible administrative expenses.
(b) The Project budget is set forth in the application, as submitted by the Contractor
and approved by the Department, and as specifically incorporated by this
reference. The Department must approve budget adjustments to the Project in
advance. To obtain approval of a budget adjustment, the Contractor shall
describe the rationale for a budget adjustment in writing to the Department.
(c) Any Project expenses the Contractor fails to incur on or before March 13, 2017
will revert to the Big Sky Economic Development Trust Fund.
Section 8. CONDITIONS ON METHOD OF REIMBURSEMENT
(a) The total amount to be awarded to the Contractor under the Contract shall be up
to $7,500.00 per eligible net new job created by the Assisted Business for
documented costs with reimbursement not to exceed a total of $127,500.00 for
the entire Contract. The Department will not reimburse the Contractor for any
costs incurred prior to March 13, 2015, nor for any expenses not included in the
approved budget or not clearly and accurately supported by the Contractor’s
records.
(b) The Contractor and the Assisted Business shall satisfy the matching funds
requirements consistent with the purposes expressed in the application during
the period of the Contract and shall meet or exceed the 1:2 required match ratio.
(c) Unless otherwise authorized by the Department, the Contractor may receive
award funds periodically over the Contract period only upon documenting the
expenditure of the required matching funds and the creation of the eligible net
new jobs by the Assisted Business, and after incurring eligible expenses.
(d) The Department will use funds appropriated for the Program to fund awards to
those entities that have received a Notice of Award letter. The Contractor
acknowledges that its access to Program funds is subject to their availability.
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(e) The Department agrees that, if and when the funds described in paragraph (a) of
this Section are available, the Department will authorize the Contractor to request
payment from Program funding awarded for the Contractor’s Project. In
requesting reimbursement, the Contractor will follow the instructions supplied by
the Department.
(f) The Contractor shall satisfy the matching funds requirements consistent with the
purposes expressed in the Contractor’s application during the period of the
Contract.
(g) The Department will only release funds to reimburse eligible and documented
costs. Funds can be requested by sending a Request for Payment, in the format
prescribed by the Department, signed by duly authorized representatives of the
Contractor.
(h) As further set forth in Section 5 ACCEPTANCE OF PROGRAM
REQUIREMENTS, and Section 24 TERMINATION OF CONTRACT, if the
Contractor fails to or is unable to comply with any of the terms and conditions of
this Contract, any costs incurred will be the Contractor’s sole responsibility and
the Contractor agrees to repay to the Department any funds advanced under the
Contract.
(i) The Project funds may not be used to cover any costs incurred by the Contractor
prior to March 13, 2015 for any expenses not included in the Contractor’s
application or an approved adjustment thereto, or for any expenses not clearly
and adequately supported by the Contractor’s records.
(j) Once the Department has determined a Request for Payment to be complete,
the Department is allowed thirty (30) working days to process a Request for
Payment. The Contractor shall provide signatory and banking information at the
time of Contract execution in order to facilitate electronic funds transfer
payments. The Department may withhold payments to the Contractor if the
Contractor has breached the terms of this Contract.
(k) If actual Project expenses are less than projected in the budget, the Department,
at its discretion, may reduce the amount of BSTF funds to be provided to the
Contractor accordingly.
(l) If the Department determines that the Contractor has failed to satisfactorily carry
out its responsibilities under this Contract, the Department may withhold payment
to the Contractor until such time as the parties agree on a plan to remedy the
deficiency.
(m) The Department reserves the right to withdraw a commitment of any Program
funds for projects not ready to proceed within six (6) months after the date of
tentative award.
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(n) The Contractor agrees that if the Assisted Business ceases operations at the
Project Site during the Contract period the Contractor shall immediately
reimburse the entire amount of the award 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 Contractor
agrees that it shall reimburse the Department a prorated portion of any BSTF
funds advanced based on documentation of the actual eligible net new jobs
created by the Assisted Business.
(o) At the request of the Department, Requests for Payment for contracted or
subcontracted services must attach appropriate documentation demonstrating
compliance with contract requirements.
(p) The Contractor may not use monies provided through this Contract as payment
for Project costs that are reimbursed from other sources.
(q) The Department will withhold ten percent (10%) of the total amount awarded to
the Contractor until the Department approves the complete purchase of
equipment and all tasks outlined in Section 2 SCOPE OF WORK are completed
by the Contractor and approved by the Department.
Section 9. REPORTING REQUIREMENTS
(a) Semi Annual Project Progress Reports. Unless otherwise specified by the
Department, the Contractor shall also submit Semiannual Project Progress
Reports to the Department until the Contractor receives Notice of Project
Closeout from the Department. The Semi Annual Project Progress Report must
be provided on or before August 1 to cover the January 1-June 30 reporting
period, and February 1 to cover the July 1-December 31 reporting period, for
each year of the Contract period and at the close out of the Contract. These
reports will describe the status of the activities set forth in Section 2 SCOPE OF
WORK, including, at a minimum:
• Certified employment documentation from the Assisted Business that
includes the breakdown of jobs created, using the Job Status Spreadsheet
and accompanying Job Certification Form;
• Projected completion date;
• Any other pertinent information detailing progress towards achieving the
hiring objectives and project goals that were described in the application as
well as describing any difficulties encountered in working towards these
goals.
(b) The employment level of Montana Instruments Corporation one day prior to
the contract effective date of March 13, 2015 is 23 permanent, full-time
employees onsite, per the certified baseline job report.
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(c) The report must also describe any significant problems encountered in carrying
out the Project and the scope of any necessary modifications the Contractor is
requesting in the SCOPE OF WORK, BUDGET, or Project implementation
schedule. The State, at its discretion, may decline to honor the final ten percent
(10%) Request for Payment if any required project progress reports have not
been submitted.
(d) Request for Payment with Report. Request for Payment with reports must
include all items listed in Section 9(a), plus the following:
• The Request for Payment Form signed by two authorized representatives,
• Project Progress Report detailing progress towards achieving the hiring
objectives and project goals that were described in the application as well as
describing any difficulties encountered in working towards these goals,
• Approved documentation verifying eligible costs were incurred,
• Documentation of matching funds expended to date.
(e) Project Closeout. Upon completion of the final Project, the Contractor will submit
a signed final Project Completion Report. The Project Completion report should
include all items in Section 9(a) and (c), with a request for payment for the final
10% of the award.
• Once the Department accepts the final Project Completion Report and the
final payment is processed, the Contractor will complete a Closeout
Certification Form.
• Once the Department approves the Closeout Certification Form from the
Contractor, the Department will officially closeout the project and send a letter
of closeout to the Contractor.
The Department may request additional documentation, when in the exercise of its
judgment such documentation is needed to confirm performance.
To assist the Department with program performance reporting, the BSTF award
recipient may be required to provide annual project updates for 3 years after the close
of the contract.
Section 10. LIAISONS
The contact persons for this Contract are:
For the Department:
Nancy Faroni (or successor)
Section Manager, Big Sky Economic Development Trust Fund Program, MDOC
P.O. Box 200505
Helena, MT 59620-0505
(406) 841-2744
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Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09
Montana Department of Commerce Updated 6-5-13 City of Bozeman
For the Contractor:
Brit Fontenot (or successor)
Director of Economic Development, City of Bozeman
121 North Rouse Avenue
Bozeman, MT 59771
(406) 582-2258
Section 11. PROJECT MEETINGS
(a) Progress Meetings. During the term of the Contract, the Department may plan
and schedule progress meetings with the Contractor to discuss the progress
made by the Contractor and the Department in the performance of their
respective obligations. These progress meetings may include the parties’
liaisons and any other additional personnel involved in the performance of the
contract as required. At each such meeting, the Contractor may be requested to
provide the Department with a written status report that identifies any problem or
circumstance encountered by the Contractor, or of which the Contractor gained
knowledge during the period since the last such status report, which may prevent
the Contractor from completing any of its obligations or may generate charges in
excess of those previously agreed to by the parties. Contractor may be
requested to identify the amount of excess charges, if any, and the cause of any
identified problem or circumstance and the steps taken to remedy the same.
(b) Technical or Contractual Problems. The Contractor is required to meet with the
Department’s liaison to resolve technical or contractual problems that may occur
during the term of the Contract, at no additional cost to the Department.
Meetings will occur as problems arise and will be coordinated by the Department.
Failure to participate in problem resolution meetings or failure to make a good
faith effort to resolve problems may result in termination of the Contract.
Section 12. ACCESS TO AND RETENTION OF RECORDS
The Contractor shall create and maintain records of the services covered by this
Contract, including but not limited to financial records, supporting documents, and such
other records as are required by law or other authority, and to provide the Department,
Montana Legislative Auditor, or their authorized agent’s access to any records
necessary to determine contract compliance. (Mont. Code Ann. § 18-1-118.) The
Contractor agrees to create and retain records supporting the services rendered or
supplies delivered for a period of three (3) years after either the completion date of the
Contract or the conclusion of any claim, litigation, or exception relating to the Contract
taken by the State of Montana or third party, whichever is later. These records will be
kept in the Contractor’s offices in Bozeman, Montana.
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Section 13. PROJECT MONITORING
(a) The Department or any of its authorized agents may monitor and inspect all
phases and aspects of the Contractor’s performance to determine compliance
with the SCOPE OF WORK, the proper use of Program funds, and other
technical and administrative requirements of this Contract, including the
adequacy of the Contractor’s records and accounts. The Department will advise
the Contractor of any specific areas of concern and provide the Contractor
opportunity to propose corrective actions acceptable to the Department.
(b) Failure by the Contractor to proceed with reasonable promptness to take
necessary corrective actions shall be a default. If the Contractor’s corrective
actions remain unacceptable, the Department may terminate this Contract in
whole or in part, or reduce the contract price or award to reflect the reduced
value of services received.
Section 14. COMPLIANCE WITH LAWS
(a) The Contractor 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. Any subletting or subcontracting by the Contractor subjects
subcontractors to the same provision.
(b) The Contractor shall promptly refer to the Department 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.
Section 15. AVOIDANCE OF CONFLICT OF INTEREST
The Contractor will comply with all applicable laws regarding the avoidance of conflict of
interest. In addition, the Contractor agrees that none of its officers, employees, or
agents will solicit or accept gratuities, favors, or anything of monetary value from
contractors, subcontractors, or potential contractors and subcontractors, who provide or
propose to provide services relating to the project funded under this Contract.
Section 16. ACCOUNTING, COST PRINCIPLES, AND AUDITING
(a) The Contractor, in accordance with Section 18-4-311, MCA; 5 U.S.C. App. 3 §§ 1
et seq.; OMB Circular A-133; and other authorities, must maintain for the
purposes of this Contract an accounting system of procedures and practices that
conforms to Generally Accepted Accounting Principles (GAAP).
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(b) The Department, Montana Legislative Auditor, Inspector General of the U.S.
Department of Commerce, or any other legally authorized governmental entity or
their authorized agents may, at any time during or after the term of this Contract,
conduct, in accordance with Sections 5-13-204 and 18-1-118, MCA; 5 U.S.C.
App. 3 §§ 1 et seq.; OMB Circular A-133; and other authorities, audits for the
purposes of ensuring the appropriate administration and expenditure of the
monies provided through this Contract and to ensure the appropriate
administration and delivery of services provided through this Contract.
(c) The Contractor, for purposes of audit and other administrative activities, in
accordance with 18-1-118, MCA; 5 U.S.C. App. 3 §§ 1 et seq.; OMB Circular A-
133; and other authorities, must provide the Department, Montana Legislative
Auditor, Inspector General of the U.S. Department of Commerce, or any other
legally authorized governmental entity or their authorized agents access at any
time to all of their respective records, materials and information, including any
and all audit reports with supporting materials and work documents, pertinent to
the services provided under this Contract until the expiration of three (3) years
from the completion date of this Contract. The Department and any other legally
authorized governmental entity or their authorized agents may record any
information and make copies of any materials necessary for the conduct of an
audit or other necessary administrative activity.
Section 17. OWNERSHIP AND PUBLICATION OF MATERIALS
All reports, information, data, and other materials prepared by the Contractor, or any of
its contractors or subcontractors, in furtherance of this Contract are the property of the
Contractor and the Department, which both have the royalty-free, nonexclusive, and
irrevocable right to reproduce, publish or otherwise use, and to authorize others to use,
in whole or part, such property and any information relating thereto. No material
produced in whole or part under this Contract may be copyrighted or patented in the
United States or in any other country without the prior written approval of the
Department and the Contractor.
Section 18. ASSIGNMENT, TRANSFER, AND SUBCONTRACTING
(a) The Contractor may not assign, transfer, delegate, or subcontract, in whole or
part, this Contract or any right or duty arising under this Contract, unless the
Department in writing approves the assignment, transfer, delegation, or
subcontract.
(b) Any assignment, transfer, delegation, or subcontract entered into by the
Contractor must be in writing, must be subject to the terms and conditions of this
Contract, and must contain any further conditions as may be required by the
Department.
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(c) The Department’s approval of any assignment, transfer, delegation, or
subcontract neither makes the Department a party to that contract nor creates
any right, claim, or interest in favor of any party to that contract against the
Department.
(d) The Contractor must immediately notify the Department of any litigation
concerning any assignment, transfer, delegation, or subcontract.
Section 19. HOLD HARMLESS AND INDEMNIFICATION
The Contractor agrees to protect, defend, and save the Department, its elected and
appointed officials, agents, and employees, while acting within the scope of their duties
as such, harmless from and against all claims, demands, causes of action of any kind or
character, including the cost of defense thereof, to the extent arising in favor of the
Contractor’s employees or third parties on account of bodily or personal injuries, death,
or damage to property arising out of Contractor’s negligence in connection with services
performed or omissions of services or in any way resulting from the negligent acts or
omissions of the Contractor and/or its agents, employees, representatives, assigns,
contractors, subcontractors, except the negligence of the Department under this
agreement.
Section 20. INSURANCE
(a) General Requirements. Contractor shall maintain and shall assure that its
representatives, assigns, and subcontractors maintain for the duration of the
Contract, at their own cost and expense, liability insurance against claims for
injuries to persons or damages to property, which may arise from or in
connection with the performance of the duties and obligations in the Contract by
Contractor, its agents, employees, representatives, assigns, or subcontractors.
This insurance shall cover such claims as may be caused by any negligent act or
omission. The Department, its officers, officials, and employees are to be
covered as additional insured's for all claims arising out of the use of award
proceeds provided by the State of Montana.
(b) General Liability Insurance. At its sole cost and expense, the Contractor shall
purchase occurrence coverage with minimum combined single limits of $1 million
per occurrence and $2 million aggregate per year, or as established by statutory
Tort limits of $750,000 per claim and $1,500,000 per occurrence as provided by
a self-insurance pool insuring counties, cities, or towns, as authorized under
Section 2-9-211, MCA.
(c) Professional Liability Insurance. Contractor shall assure that any
representatives, assigns, and subcontractors performing professional services
under this Contract purchase occurrence coverage with combined single limits
for each wrongful act of $1,000,000 per occurrence and $2,000,000 aggregate
per year. Note: if "occurrence" coverage is unavailable or cost prohibitive, the
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Contractor may provide "claims made" coverage provided the following
conditions are met: (I) the commencement date of the contract must not fall
outside the effective date of insurance coverage and it will be the retroactive date
for insurance coverage in future years; and (2) the claims made policy must have
a three (3) year tail for claims that are made (filed) after the cancellation or
expiration date of the policy.
(d) Property Insurance. At its sole cost and expense, the Contractor shall maintain
property and hazard insurance, including course of construction coverage, and
earthquake insurance in areas where there is a shaking level above 10g (see
map at http://www.rmtd.mt.gov/content/aboutus/publications/files/NEHRP.pdf) for
loss or damage for any building and all related improvements and contents
therein on the premises on a replacement cost basis throughout the term of the
contract.
(e) General Provisions. All insurance coverage shall be placed with a carrier
licensed to do business in the State of Montana or by a domiciliary state and with
a Best's rating of at least A-, or by a public entity self-insured program either
individually or on a pool basis as provided by Title 2, MCA. All certificates and
endorsements are to be received by the Department prior to beginning any
activity provided for under the Contract. Contractor shall notify the Department
immediately of any material change in insurance coverage, such as changes in
limits, coverage, change in status of policy, etc. The Department reserves the
right to request complete copies of Contractor's insurance policy including
endorsements at any time.
Section 21. INDEPENDENT CONTRACTOR
The Contractor and its employees or agents performing under this Contract are not
employees or agents of the Department. The Contractor will not claim to be an officer
or employee of the Department by reason of this Contract, nor will it make any claim of
right, privilege or benefit which would accrue to a civil service employee of the State of
Montana.
Section 22. DEBARMENT
The Contractor certifies and agrees to ensure during the term of this Contract that
neither it nor its principals, contractors, or subcontractors are debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation in
this Contract by any governmental department or agency. If the Contractor cannot
certify this statement, it has attached a written explanation for review by the
Department.
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Section 23. CONTRACT AMENDMENT
Except as otherwise set forth herein, this Contract may not be enlarged, modified, or
altered except upon written agreement by all parties to the Contract.
Section 24. TERMINATION OF CONTRACT
This Contract may only be terminated in whole or in part as follows:
(a) Termination Due to Loss or Reduction of Funding. The Department, at its sole
discretion, may terminate or reduce the scope of this Contract if available funding
sources are eliminated or reduced for any reason. If a termination or
modification is so required, the Department may, if sufficient program funds are
available, compensate the Contractor for eligible services rendered and actual,
necessary, and eligible expenses incurred as of the revised termination date.
The Department will notify the Contractor of the effective date of the termination
or modification of this Contract and, if a reduction in funding is required, will
provide the Contractor with a modified Project budget.
(b) Termination for Cause with Notice to Cure Requirement. The Department may
terminate this Contract for failure of the Contractor, its contractors, or
subcontractors to perform or comply with any of the services, duties, terms or
conditions contained in this Contract after giving the Contractor written notice of
the stated failure. The written notice will demand performance of the stated
failure within a specified period of time of not less than thirty (30) days. If the
demanded performance is not completed within the specified period, the
termination is effective at the end of the specified period.
(c) Effect of Termination. In the event of termination due to the Contractor's, its
contractors', or subcontractors' failure to perform or comply with any of the
services, duties, terms, or conditions of this Contract, any costs incurred will be
the responsibility of the Contractor. However, at its sole discretion, the
Department may approve requests by the Contractor for reimbursement of
expenses incurred. The Department’s decision to authorize payment of any costs
incurred or to recover expended Program funds will be based on a consideration
of the extent to which the expenditure of those funds represented a good faith
effort of the Contractor to comply with the any of those services, duties, terms, or
conditions of this Contract, and on whether the failure to comply with any of those
services, duties, terms, or conditions resulted from circumstances beyond the
Contractor's control.
Section 25. DEFAULT
Failure on the part of either party to perform the provisions of the Contract constitutes
default. Default may result in the pursuit of remedies for breach of contract as set forth
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herein or as otherwise legally available, including but not limited to damages and
specific performance.
Section 26. NO WAIVER OF BREACH
No failure by the Department to enforce any provisions hereof after any event of breach
shall be deemed a waiver of its rights with regard to that event, or any subsequent
event. No express failure of any event of breach shall be deemed a waiver of any
provision hereof. No such failure or waiver shall be deemed a waiver of the right of the
Department to enforce each and all of the provisions hereof upon any further or other
breach on the part of the Contractor.
Section 27. COMPLIANCE WITH WORKERS’ COMPENSATION ACT
The Contractor accepts responsibility for supplying, and requiring all subcontractors to
supply, the Department with proof of compliance with the Montana Workers’
Compensation Act while performing work for the State of Montana. (Mont. Code Ann.
§§ 39-71-401, 39-71-405, and 39-71-417.) Neither the Contractor nor its employees are
employees of the State. The proof of insurance/exemption must be in the form of
workers’ compensation insurance, an independent contractor exemption, or
documentation of corporate officer status and must be received by the Department
within 10 working days of the execution of this Contract, and must be kept current for
the entire term of the contract.
CONTRACTS WILL BE TERMINATED PURSUANT TO THE PROVISIONS OF
SECTION 24 TERMINATION OF CONTRACT IF THE CONTRACTOR FAILS TO
PROVIDE THE REQUIRED DOCUMENTATION WITHIN THE ALLOTTED TIME
FRAME.
Coverage may be provided through a private carrier or through the State Compensation
Insurance Fund (406) 444-6500. An exemption can be requested through the
Department of Labor and Industry, Employment Relations Division (406) 444-1446.
Corporate officers must provide documentation of their exempt status.
Section 28. FORCE MAJEURE
Neither party shall be responsible for failure to fulfill its obligations due to causes
beyond its reasonable control, including without limitation, acts or omissions of
government or military authority, acts of God, materials shortages, transportation
delays, fires, floods, labor disturbances, riots, wars, terrorist acts, or any other causes,
directly or indirectly beyond the reasonable control of the non-performing party, so long
as such party is using its best efforts to remedy such failure or delays.
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Section 29. SEPARABILITY
A declaration by any court, or any other binding legal forum, that any provision of the
Contract is illegal and void shall not affect the legality and enforceability of any other
provision of the Contract, unless the provisions are mutually dependent.
Section 30. NOTICE
All notices required under the provisions of the Contract must be in writing and delivered
to the parties’ liaisons identified herein either by first class mail or personal service.
Section 31. NO ARBITRATION
Unless otherwise agreed to in writing or provided for by law, arbitration is not available
to the parties as a method of resolving disputes that would arise under the Contract.
Section 32. REFERENCE TO CONTRACT
The Contract number must appear on all invoices, reports, and correspondence
pertaining to the Contract.
Section 33. JURISDICTION AND VENUE
This Contract is governed by the laws of Montana. The parties agree that any litigation
concerning this Contract must be brought in the First Judicial District in and for the
County of Lewis and Clark, State of Montana, and each party shall pay its own costs
and attorney fees. (Section 18-1-401, MCA).
Section 34. FUNDING ACKNOWLEDGEMENT
All materials developed wholly or in part by the funding provided under the Contract
shall state that “The funding for the (insert name of project) was funded (in part, if
applicable) by an award from the Montana Department of Commerce.” Any variations
from this language must be approved by the Department prior to use. The Department
of Commerce logo is also available for use upon request.
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Section 35. INTEGRATION
This contract contains the entire agreement between the parties, and no statements,
promises, or inducements of any kind made by either party, or the agents of either
party, not contained herein or in a properly executed amendment hereto are valid or
binding. Amendments to this contract must be signed by both parties.
IN WITNESS OF THE TERMS SET OUT ABOVE, the parties hereto have
caused this Contract to be executed on the dates set out below.
By: ________________________________________________________________
Jeff Krauss Date
Mayor, City of Bozeman
By: ________________________________________________________________
Meg O’Leary Date
Director, Montana Department of Commerce
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Contract Information Sheet
Division staff are required to complete the items in blue print.
Contract Number:MT-BSTF-1-15-09 Division:
Contractor's Name:City of Bozeman BRD
Contractor (Signee) Name:Jeff Krauss
Contractor's Email:bfontenot@bozeman.net
Contractor's Address:121 North Rouse Avenue, PO Box 1230 Bozeman, MT 59771Vendor Number:
Contractor's Address 2:672374
Contractor Liaison:Stuart Leidner
Contractor's Liaison Email:sleidner@prosperabusinessnetwork.org
Duns Number:Begin Date:
(Federal Funds Required)3/13/2015
Amount:127,500.00
Organization Number:515051 End Date:
RFP Number (if applicable):3/13/2017
Program Number:
Liaison:Alyssa Townsend Program Manager:Nancy Faroni
Liaison Email:ath@mt.gov Bureau Chief:Karyl Tobel
Liaison Phone:406-841-2748 Additional Email:nfaroni@mt.gov
Signatures:Carbon Copies:
Division Adminstrator Liaison:
Fiscal Review Director (> $200K):
Legal Counsel Deputy Director (<$25K):
Filenet
Secretary of State:
BIA:
Clerk of Court:
DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85
5/4/2015
5/5/2015
5/5/2015
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Certificate of Completion
Envelope Number: 515E6192D33D4A2B9D5A2D170AD45B85 Status: Sent
Subject: Montana Department of Commerce Contract #MT-BSTF-1-15-09 for Signature
Source Envelope:
Document Pages: 16 Signatures: 5 Envelope Originator:
Certificate Pages: 5 Initials: 0 Contracts Admin
AutoNav: Enabled
EnvelopeId Stamping: Enabled
PO Box 200501
Helena, MT 59620-0505
doccontracts@mt.gov
IP Address: 161.7.59.13
Record Tracking
Status: Original
5/4/2015 3:38:58 PM MT
Holder: Contracts Admin
doccontracts@mt.gov
Location: DocuSign
Signer Events Signature Timestamp
Sean Becker
SeanBecker@mt.gov
Security Level: Email, Account Authentication
(None)
Using IP Address: 161.7.59.13
Sent: 5/4/2015 3:50:17 PM MT
Viewed: 5/4/2015 4:48:37 PM MT
Signed: 5/4/2015 4:48:57 PM MT
Electronic Record and Signature Disclosure:
Accepted: 11/10/2014 1:58:12 PM MT
ID: 96bc708d-0dd1-4f36-a293-03d373f804d6
Teri Juneau
tjuneau@mt.gov
Fiscal Manager
MT Dept of Commerce
Security Level: Email, Account Authentication
(None)
Using IP Address: 161.7.59.13
Sent: 5/4/2015 4:48:59 PM MT
Viewed: 5/5/2015 10:30:07 AM MT
Signed: 5/5/2015 10:30:21 AM MT
Electronic Record and Signature Disclosure:
Not Offered
ID:
TY JONES
tyjones@mt.gov
Security Level: Email, Account Authentication
(None)
Using IP Address: 161.7.59.13
Sent: 5/5/2015 10:30:23 AM MT
Viewed: 5/5/2015 10:42:29 AM MT
Signed: 5/5/2015 10:42:42 AM MT
Electronic Record and Signature Disclosure:
Accepted: 6/1/2015 9:20:02 AM MT
ID: 3a3a665c-943c-405e-9d04-93e75894fc49
Jeff Krauss
bfontenot@bozeman.net
Security Level: Email, Account Authentication
(None)
Sent: 5/5/2015 10:42:44 AM MT
Viewed: 6/1/2015 4:21:29 PM MT
Electronic Record and Signature Disclosure:
Accepted: 6/1/2015 4:21:29 PM MT
ID: 65f73f33-7440-4f3d-93ec-d9ae9ad67255
Doug Mitchell
DMitchell2@mt.gov
Security Level: Email, Account Authentication
(None)
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Signer Events Signature Timestamp
Electronic Record and Signature Disclosure:
Accepted: 10/10/2014 11:30:07 AM MT
ID: c6108f88-efcc-40d5-88b1-e307a890c320
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Nancy Faroni
nfaroni@mt.gov
Security Level: Email, Account Authentication
(None)
Sent: 5/4/2015 3:50:17 PM MT
Viewed: 5/5/2015 9:11:41 AM MT
Electronic Record and Signature Disclosure:
Accepted: 11/5/2014 3:37:20 PM MT
ID: 5e87e70d-02a9-4518-95de-a0ca951de840
Alyssa Townsend
ath@mt.gov
Security Level: Email, Account Authentication
(None)
Sent: 5/4/2015 3:50:17 PM MT
Viewed: 6/1/2015 8:09:31 AM MT
Electronic Record and Signature Disclosure:
Not Offered
ID:
Stuart Leidner
sleidner@prosperabusinessnetwork.org
Security Level: Email, Account Authentication
(None)
Sent: 5/5/2015 10:42:43 AM MT
Viewed: 5/5/2015 10:44:18 AM MT
Electronic Record and Signature Disclosure:
Accepted: 5/5/2015 10:45:24 AM MT
ID: ebec2010-e75c-4066-89bb-d2f16b873a0c
Cyndi Davis
CDavis3@mt.gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 12/11/2014 10:36:04 AM MT
ID: 609be34e-2241-4a9e-847e-e4249e545471
Notary Events Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/5/2015 10:42:44 AM MT
Electronic Record and Signature Disclosure
114
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, MT Dept of Commerce (we, us or Company) may be required by law to
provide to you certain written notices or disclosures. Described below are the terms and
conditions for providing to you such notices and disclosures electronically through the
DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below
carefully and thoroughly, and if you can access this information electronically to your
satisfaction and agree to these terms and conditions, please confirm your agreement by clicking
the ‘I agree’ button at the bottom of this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after signing session and, if you
elect to create a DocuSign signer account, you may access them for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.00 per-page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign ‘Withdraw Consent’ form on the signing page of a
DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your
consent to receive required notices and disclosures electronically from us and you will no longer
be able to use the DocuSign system to receive required notices and consents electronically from
us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
Electronic Record and Signature Disclosure created on: 10/7/2014 2:41:47 PM
Parties agreed to: Sean Becker, TY JONES, Jeff Krauss, Doug Mitchell, Nancy Faroni, Stuart Leidner, Cyndi Davis
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electronically from us.
How to contact MT Dept of Commerce:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: doccontracts@mt.gov
To advise MT Dept of Commerce of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at doccontracts@mt.gov and in the
body of such request you must state: your previous e-mail address, your new e-mail address. We
do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in the DocuSign system.
To request paper copies from MT Dept of Commerce
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to doccontracts@mt.gov and in the body
of such request you must state your e-mail address, full name, US Postal address, and telephone
number. We will bill you for any fees at that time, if any.
To withdraw your consent with MT Dept of Commerce
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign session, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to doccontracts@mt.gov and in the body of such request you must
state your e-mail, full name, US Postal Address, and telephone number. We do not need
any other information from you to withdraw consent.. The consequences of your
withdrawing consent for online documents will be that transactions may take a longer time
to process..
Required hardware and software
Operating Systems: Windows® 2000, Windows® XP, Windows
Vista®; Mac OS® X
Browsers: Final release versions of Internet Explorer® 6.0
or above (Windows only); Mozilla Firefox 2.0
or above (Windows and Mac); Safari™ 3.0 or
above (Mac only)
PDF Reader: Acrobat® or similar software may be required
to view and print PDF files
Screen Resolution: 800 x 600 minimum
Enabled Security Settings: Allow per session cookies
** These minimum requirements are subject to change. If these requirements change, you will be
asked to re-accept the disclosure. Pre-release (e.g. beta) versions of operating systems and
browsers are not supported.
Acknowledging your access and consent to receive materials electronically
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To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you were
able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to e-mail
this disclosure and consent to an address where you will be able to print on paper or save it for
your future reference and access. Further, if you consent to receiving notices and disclosures
exclusively in electronic format on the terms and conditions described above, please let us know
by clicking the ‘I agree’ button below.
By checking the ‘I agree’ box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify MT Dept of Commerce as described above, I consent to receive
from exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by MT Dept of Commerce during the course of my relationship with you.
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128
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.
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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 Montana Instruments Corporation 151 Evergreen Drive, Suite D, Bozeman, MT 59715, (the
“Assisted Business”).
B. PURPOSE: The purpose of this Contract is for the Assisted Business to use up to
$121,125.00 in Big Sky Economic Development Trust Fund (BSTF) grant funds, to be used as
follows:
Up to $121,125.00 to assist with the purchase of equipment.
a. The Assisted Business has agreed to create up to 17 eligible net new jobs at the
project site located at 151 Evergreen Drive, Suite D, Bozeman MT 59715 (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 March 13, 2015. 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 $18 to $40 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 $2 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-1-15-09, 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
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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 $7,500.00 per eligible net new job created
by the Assisted Business for documented costs with reimbursement not to exceed a total of
$127,500.00, 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 March 13, 2015;
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 $18.00 to $40.00 per hour.
The City of Bozeman will not reimburse the Assisted Business for any costs incurred prior to
March 13, 2015, 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 : 2
required match ratio.
a) The City of Bozeman will authorize the Assisted Business to draw up to $121,125.00
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
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Category I Assistance Agreement 4 Form Effective Date: May 29, 2013
investment in capital in excess of the required $63,750.00 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 March
13, 2015 and ending March 13, 2017 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 Krista Kubischta, Administrative Assistant, or successor for the
Assisted Business.
6. SIGNATORY JOB CREATION REPORTING: The person responsible for approving and
signing the Job Creation Certification for Montana Instruments Corporation is Krista Kubischta,
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.
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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
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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.
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Category I Assistance Agreement 10 Form Effective Date: May 29, 2013
____________________________________
Luke Mauritsen, President
Montana Instruments Corporation
____________________________________
City of Bozeman
Jeff Krauss, Mayor
ATTEST:
Legal Review
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1
Big Sky Economic Development Trust Fund Program Montana Department of Commerce Category I – Economic Development Effective Date July 1, 2013
SIGNATURE CERTIFICATION FORM
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 officials1 are authorized to sign requests for payment of Montana Big Sky Economic Development Trust funds for the (name of grantee: City, Town, or County of) FY 20__ BSTF grant:
1. __________________________________ __________________________ Signature Title
__________________________________ __________________________
Typed Name
2. __________________________________ __________________________ Signature Title
__________________________________ __________________________
Typed Name 3. __________________________________ __________________________
Signature Title
__________________________________ __________________________ Typed Name
It is understood that any two of the above signatories must sign each request for payment submitted.
1
Suggested signatories include the chief elected official (Mayor or Chairperson of County Commission), city or county clerk or treasurer and the BSTF project
manager. At least three officials should sign; and it is acceptable to have more to assure that at least two signatories will be available to sign requests for BSTF
funds.
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2
Big Sky Economic Development Trust Fund Program Montana Department of Commerce Category I – Economic Development Effective Date July 1, 2013
2 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_______
2
Suggested witness is an elected official other than one of the three signatories.
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