City of Kalispell/CAPNM Termination AgreementTERMINATION OF AGREEMENT
WHEREAS the City of Kalispell ("City") and Northwest Montana Human Resources, Inc.
d/b:'a Community Action Partnership of Northwest Montana, Inc. ("Agency") are parties to that
certain First Amended and Restated Sub -Recipient Interlocal Agreement dated C,, A S , 2019
("Agreement"); and
WHEREAS, the Agreement provides for the Agency to carry out certain of the City's
obligations under Montana's Neighborhood Stabilization Programs pursuant to the terms of
contracts #MT-NSP-007-01-001 and #MT-NSP-12-007-01-001 and all amendments thereto
between the City and the Montana Department of Commerce ("MDOC"); and
WHEREAS, the City and Agency desire to terminate the Agreement;
WHEREAS, MDOC consents to the termination of the Agreement, and
NOW THEREFORE, the City and Agency agree as follows:
1. Except as provided herein, the Agreement and all of the City's and Agency's rights and
obligations under the Agreement, are terminated effective upon the date last signed below.
2. Within NINETY (90) calendar days following the execution of this agreement, the Agency
shall deliver to the City all original records, documents and financial transaction memoranda in its
possession that were produced during the course of its contractual obligations with the City fully
described above and which are being terminated herein.
3. Within THIRTY (30) calendar days following the execution of this agreement, the Agency
shall transfer all revolving NSP funds generated from #MT-NSP-007-0 1 -001 and #MT-NSP- 12-
007-0 1 -001 to NeighborWorks Montana and provide documentation of such transfer to the City.
4. The Agency's financial documentation of the performance of its obligations under the
Agreement has been reviewed by a qualified third party and, except for the items of non-
compliance set forth in Paragraph 4 below, the City agrees that the Agency satisfactorily performed
its obligations under the Agreement and has no further obligations or liabilities under the
Agreement.
5. Except as set forth in Paragraph 4 below or for any act of malfeasance', the City fully and
forever releases and discharges the Agency and its successors, predecessors, assigns, agents,
partners, employees and attorneys from any and all actions, claims, causes of action, demands, or
expenses for damages or injuries, whether asserted or unasserted, known or unknown, foreseen or
unforeseen, arising out of the Agreement.
1 "[M]alfeasance is the doing of an act which a person ought not to do at all .... Malfeasance is the unjust
performance of some act which the party had no right, or which he had contracted not to do .... malfeasance is
doing an act which is unlawful or wrongful" Lee v. Providence Wash. Ins. Co., 82 Mont. 264, 274-75, 266 P. 640,
643 (1928).
6. The only item of non-compliance by the Agency in its performance of the Agreement is
the Agency's failure to withhold 1 % of the gross payment to public contractors as required by § 15-
50-206 M.C.A.
7. The Agency fully and forever releases and discharges the City and its successors,
predecessors, assigns, agents, partners, employees and attorneys from any and all actions, claims,
causes of action, demands, expenses and losses for damages or injuries, whether asserted or
unasserted, known or unknown, foreseen or unforeseen, arising out of the Agreement.
8. The City and Agency have carefully read the foregoing, discussed its legal effect with their
respective attorneys, understand the contents thereof, and sign the same of its own free will and
accord.
9. Should any provision of this document be determined to be unenforceable, all remaining
terms and clauses shall remain in force and shall be fully severable.
10. The laws of the State of Montana shall apply to the interpretation of this document.
11. This document constitutes the final agreement between the City and Agency with respect
to the Agreement and all activities thereunder.
IN WITNESS WHEREOF, the City and Agency have executed this document on the date
last signed below.
CITY OF KALISPELL
BY: DATE:
Doug R 1, City Manager
ATTEST:
4AAie Bninckhorst, City Clerk
� -2.1-/, e?
APPROVED AS TO FORM:
1, City A
NORTHWEST MONTANA HUMAN RESOURCES, INC.
d/b/a Community Action Partnership of Northwest Montana, Inc.
BY: U4.t(j g0'TJ`C4f2. DATE: 2—
Tracy Dial, Executivq0trector
APPROV S TO FORM:
Thomasfi. Tornow, Attorney
SEAL .
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