HomeMy WebLinkAbout15- City Grant #2015-017 Big Sky Econ Trust Fund, Elixiter Inc T
City of Bozeman Grant Routing Cover Sheet
This form is used in conjunction with Administrative Order 2014-01 adopting the Grant Application and Reception
Policy. When a Department Director signs grant documents under this provision, they are certifying that they
understand and will carry out the provisions of the grant and its impact on city operations and finances. All the
required boxes must be initialed by the appropriate departments. Use a separate routing sheet for each phase of the
grant process. Utilize assigned grant number for each phase for tracking purposes.
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Phase of Process: Noti a off1 Intent Application Award/Contract
Date Document Signed:_ X 15
For all grants under$20,000
in 111 Department Finance Office City Manager Original Signed
value. Director Grant Documents
to City Clerk
Does not require approval on
Commission meeting agenda ,
For all grants over$20,000 in Department Finance Office City Manager Origi I Sign'
value. Director Gr. t®cup ents
• CI k
*Department Director initials
verify notification to City
Commission and City Manager Nr ` f
within 30 days of grant
application.
REQUIRES City Commission
Approval
DATE of COMMI.SI N
MEETING: tyy.2� 0
Presented by:y'11►.'
KiConsent ri Action
Revised 10/27/2014
DocuSign Envelope ID:515E6192-D33D-4A2B-9D5A-2D170AD45B85
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 Ii
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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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.qov.
(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.
(I) 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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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.
It
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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 F
(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 log (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
Page 12 of 15
Big Sky Economic Development Trust Fund Program Contract#MT-BSTF-1-15-09
Montana Department of Commerce updated 6-5-13 City of Bozeman
DocuSign Envelope ID:515E6192-D33D-4A2B-9D5A-2D170AD45B85
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 I
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.
Page 13 of 15
`.. Big Sky Economic Development Trust Fund Program Contract#MT-BSTF-1-15-09
Montana Department of Commerce updated s-s-13 City of Bozeman
DocuSign Envelope ID:515E6192-D33D-4A2B-9D5A-2D170AD45B85
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.
Page 14 of 15
Big Sky Economic Development Trust Fund Program Contract#MT-BSTF-1-15-09
Montana Department of Commerce updated 6-5-13 City of Bozeman
DocuSign Envelope ID:515E6192-D33D-4A26-9D5A-2D170AD45B85
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.
�Docuuc=rssiggnee�d by:
BY:
�(/ 0 /l 9' 6/16/2015
111
Jeff Krauss Date
Mayor, City of Bozeman
Docusigned by:
t�\n...,.,Aiar1 as Deputy Director 6/16/2015
�"xyG�/K(AC... , for Meg O'Leary,Director
B ' p2607ACi°BCCMC...
Meg O'Leary Date
Director, Montana Department of Commerce "
Page 15 of 15
Big Sky Economic Development Trust Fund Program Contract#MT-BSTF-1-15-09
Montana Department of Commerce updated 6-5-13 City of Bozeman
DocuSign Envelope ID:515E6192-D33D-4A28-9D5A-2D170AD45885
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 123(vendor 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.uov
7/uSrgned by:
Signatures: �� Carbon Copies:
ges-Division Adminstrator u 2(�,._, . 5/4/2015 Liaison:
Fiscal Review t"" 0",' 5/5/2015 Director(> $200K): ❑
,-Docuslgned by:
TY JONES 5/5/2015
Legal Counsel Deputy Director(<$25K): ❑
‘—eD21352Dt4d84944...
Filenet O
Secretary of State: ❑
BIA: ❑
Clerk of Court: ❑
i k
DOCtasint
as6cpNEp
Certificate of Completion
Envelope Number:515E6192D33D4A2B9D5A2D170AD45B85 Status:Completed
Subject:Montana Department of Commerce Contract#MT-BSTF-1-15-09 for Signature
Source Envelope:
Document Pages: 16 Signatures:5 Envelope Originator:
Certificate Pages:6 Initials:0 Contracts Admin
AutoNav:Enabled PO Box 200501
Envelopeld Stamping:Enabled Helena,MT 59620-0505
doccontracts@mt.gov
IP Address:161.7.59.13
Record Tracking
Status:Original Holder:Contracts Admin Location:DocuSign
5/4/2015 3:38:58 PM MT doccontracts@mt.gov
Signer Events Signature Imes amp
Sean Becker Sent 5/4/2015 3:50:17 PM MT
SeanBecker@mt.gov "abt' ""` Viewed:5/4/2015 4:48:37 PM MT
Security Level:Email,Account Authentication `eescdss°a+ra°o... Signed:5/4/2015 4:48:57 PM MT
(None)
Using IP Address:161.7.59.13
Electronic Record and Signature Disclosure:
Accepted:11/10/2014 1:58:12 PM MT
ID:96bc708d-Odd1-4f36-a293-03d373f604d6
Teri Juneau r—oocusianedq: Sent:5/4/2015 4:48:59 PM MT
tjuneau@mt.gov j/di C1^.w.t Viewed:5/5/2015 10:30:07 AM MT
fiscal Manager �8E15FBt5IF�B°" Signed:5/5/2015 10:30:21 AM MT
MT Dept of Commerce
Security Level:Email,Account Authentication Using IP Address:161.7.59.13
(None)
Electronic Record and Signature Disclosure:
Not Offered
ID:
TY JONES rOonu5loned b7: Sent:5/5/2015 10:30:23 AM MT
tyjones@mt.gov 1V JONES Viewed:5/5/2015 10:42:29 AM MT
Security Level:Email,Account Authentication `eoze°zxaeaewa.. Signed:5/5/2015 10:42:42 AM MT
(None)
Using IP Address:161.7.59.13
Electronic Record and Signature Disclosure:
Accepted:6/16/2015 6:13:53 AM MT
ID:Odef167b-5396-4740-af81-a816e42f4447
uocosiened by:
Jeff Krauss �/��� Sent:5/5/2015 10:42:44 AM MT
bfontenot@bozeman.net [ e rv"" Viewed:6/1/2015 4:21:29 PM MT
Security Level:Email,Account Authentication CE5FF11353O9NC Signed:6/16/2015 8:37:20 AM MT
(None)
Using IP Address:70.208.0.114
Signed using mobile
Electronic Record and Signature Disclosure:
Accepted:6/16/2015 8:35:10 AM MT
ID:79fd0248-abf5-4575-a049-509ecf212ba1
ff
Y,
Signer Events Signature Timestamp
Doug Mitchell ,-oocusanea m:• Sent:6/16/2015 8:37:22 AM MT
as Deputy Director
DMitcheli2@mLgov � Q/KKK1ol for Meg O'Leary,Director Viewed:6/16/2015 9:54:34 AM MT
Security Level:Email,Account Authentication `ezaea+E'aecaano... Signed:6/16/2015 9:55:38 AM MT
(None)
Using IP Address:89.84.30.87
Signed using mobile
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 COPIED Viewed:5/5 /2015 3:50:172015
nfaroni@mt.gov 9:11:41 AM MT
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 11/5/2014 3:37:20 PM MT -.
ID:5e87e70d-02a9-4518-95de-a0ca951de840
Alyssa Townsend Sent:5/4/2015 3:50:17 PM MT
ath@mt.gov COPIED Viewed:6/1/2015 8:09:31 AM MT
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Stuart Leidner COPIED Sent:5/5/2015 10:42:43 AM MT
sleidner@prosperabusinessnetwork.org Viewed:5/5/2015 10:44:18 AM MT
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted:5/5/2015 10:45:24 AM MT
ID:ebec2010-e75c-4066-89bb-d2116b873a0c
Cyndi Davis COPIED Sent:6/16/2015 9:55:40 AM MT
CDavis3@mt.gov
Payroll and Benefits Accountant
Security Level:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted:6/11/2015 10:59:52 AM MT
ID:46b2df8f-3fae-4d03-88cb-04cf1c375862
Notary Events Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/16/2015 9:55:40 AM MT
Certified Delivered Security Checked 6/16/2015 9:55:40 AM MT
Signing Complete Security Checked 6/16/2015 9:55:40 AM MT
Envelope Summary Events Status Timestamps
Completed Security Checked 6/16/2015 9:55:40 AM MT
-lectronic Record and Signature Disclosure
�� I
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
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time,MT Dept of Commerce (we, us or Company) may be required by law to
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If you decide to receive notices and disclosures from us electronically, you may at any time
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If you elect to receive required notices and disclosures only in paper format, it will slow the
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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
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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
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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..
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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
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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
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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..
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To confirm to us that you can access this information electronically, which will be similar to
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able to read this electronic disclosure and that you also were able to print on paper or
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by clicking the 'I agree' button below.
By checking the `I agree' box,I confirm that:
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