Loading...
HomeMy WebLinkAbout18- Business Assistance Agreement - Montana Department of Commerce - Big Sky Economic Development Trust Fund to Zinovo LLC ORSINI MONTANA DEPARTMENT OF COMMERCE BIG SKY ECONOMIC DEVELOPMENT TRUST FUND BUSINESS ASSISTANCE AGREEMENT The Business Assistance Agreement is between the local 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 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. Category I Zinovo Agreement and Management Plan 1 Form December 1, 2017 I N 2WA MONTANA DEPARTMENT OF COMMERCE BIG SKY ECONOMIC DEVELOPMENT TRUST FUND A. PARTIES: The parties to this contract (the Contract) are The City of Bozeman, located at 121 N. Rouse Ave. Bozeman, MT 59715 (the "City"), and Zinovo LLC located at 1010 E. Main St. in Bozeman, MT 59715 (the "Assisted Business"); Federal Employer Identification Number (FEIN) 82-2712996. B. PURPOSE: The purpose of this Contract is for the Assisted Business to use up to $64,400 in Big Sky Economic Development Trust Fund (BSTF) grant funds, to be used as follows: • Up to $64,400 to assist with purchase of equipment, software and lease rate reduction. a. The Assisted Business has agreed to create 14 eligible net new jobs at the project site located at Zinovo LLC (the "Assisted Business") in the City of Bozeman 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 December 1, 2017. Eligible new job criteria is a full-time job, meaning a predominantly year-round position requiring an average of 35 hours of work each week; and b. Pays wages that meet or exceed $19.02 per hour, excluding benefits. c. In addition, the Assisted Business have agreed to a total new investment at the Project Site, which is equal to or greater than $1 for every $1 of BSTF financial assistance received, within this Contract time period, to satisfy the required match ratio for the grant. NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties agree as follows: 1. SCOPE AND DUTIES: The City and the Assisted Business shall engage in activities as set forth in the Citys Montana Department of Commerce (Department) BSTF application, including any written modifications resulting from the review of the application by the Department for grant assistance, all of which, by this reference are made a part hereof. The City 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 will only release funds to reimburse eligible and documented costs. Project Progress Reports shall be submitted with each request for funds. 2. REPORTING: Unless otherwise specified by the Citythe Assisted Business will also submit Project Progress Reports quarterly to the City and the Department until the Assisted Business receives Contract closeout approval from the City and Department. The Project Progress Report must be provided on or before January 15, April 15, July 15, and October 15, for each year of the Contract time period and at closeout of the Contract. The Project Progress Reports shall include, but are not limited to, the following information: 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, Category I Zinovo Agreement and Management Plan 2 Form December 1,2017 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) Written Progress Report that should include the following items: • detailing progress towards achieving the hiring objectives and project goals that were described in the application; • projected completion date; • any difficulties encountered in working towards these goals; • any changes within the assisted business structure, business name or changes to its registration with the Montana Secretary of State's office; • 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 $70,000 less grant administration fees per eligible net new job created by the Assisted Business for documented costs with reimbursement not to exceed a total of$64,400 dollars for the entire Contract. An eligible net new job is defined as the following: • A new job to the company was created or filled on or after December 1, 2017; • 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 • The job pays wages that meet or exceed $19.02 per hour, excluding benefits The City will not reimburse the Assisted Business for any costs incurred prior to December 1, 2017 nor for any expenses not included in the approved budget or not clearly and accurately supported by the Assisted Business' records. The Assisted Business shall satisfy the matching funds requirements consistent with the purposes expressed in the City's application during the period of the Contract and shall meet or exceed the 1 : 1 required match ratio. a) The City will authorize the Assisted Business to draw up to $64,400 (total BSTF grant award minus administration fees) 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. Unless otherwise authorized by the City, 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 investment in capital in excess of the required $64,400 new investment at the project site. b) If the City 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 ability to access additional funds until such time as the City and the Assisted Business agree on a plan to remedy the deficiency. Category I Zinovo Agreement and Management Plan 3 Form December 1,2017 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. d) 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 a prorated portion of any BSTF funds advanced based on documentation of the actual eligible net new jobs created by the Assisted Business. e) The City 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. f) 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 December 1, 2017 and ending December 2, 2018 unless otherwise terminated by law or in compliance with the terms of the Contract. 5. LIAISON: The contact person for the City is Brit Fontenot(406-582-2258) or successor, and Jonathan Distad, Founder, Zinovo LLC 612-695-0068 or successor for the Assisted Business. 6. SIGNATORY JOB CREATION REPORTING: The persons responsible for approving and signing the Job Creation Certification for Assisted Business are Jonathan Distad, CEO,Zinovo LLC 612-695-0068 or successor and Peg Rifleman, COO, Zinovo LLC 952-239-5495. 7. COMPLIANCE WITH WORKERS' COMPENSATION ACT The Assisted Business accepts responsibility for supplying, and requiring all subcontractors to supply, the City 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 Assisted Business nor its employees are employees of the City. 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 within 10 working days of the execution of this Contract, and must be kept current for the entire term of the contract. CONTRACTS WILL BE TERMINATED PURSUANT TO THE PROVISIONS OF SECTION 11 TERMINATION OF CONTRACT IF THE ASSISTED BUSINESS FAILS TO PROVIDE THE REQUIRED DOCUMENTATION WITHIN THE ALLOTTED TIME FRAME. Coverage may be provided through a private carrier or through the State Compensation Insurance Fund (406) 444-6500. An exemption can be requested through the Department of Labor and Industry, Employment Relations Division (406) 444-1446. Corporate officers must provide documentation of their exempt status. 8. FAILURE TO HONOR CONTRACT: If the Assisted Business refuses or fails to deliver in accordance with the Contract terms and conditions, the State 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. Category I Zinovo Agreement and Management Plan 4 Form December 1,2017 9. ACCESS AND RETENTION OF RECORDS: Upon receipt of reasonable advance notice, the Assisted Business agrees to provide the City, Montana Department of Commerce, Legislative Auditor or their authorized agents, access to any records necessary to determine contract compliance. The Assisted Business agrees to create and retain records supporting the BSTF project activities for a period of three years after either the completion date of the Contract or the conclusion of any claim, litigation, or exception relating to the Contract taken by the State of Montana or third party. 10. 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, 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 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 Citywill 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 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 may approve requests by the Assisted Business for reimbursement of expenses incurred. The City'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. 11. UNAVAILABILITY OF FUNDING: The City may, at its sole discretion, terminate or reduce the scope of the Contract if available funding is eliminated or reduced for any reason. 12. U.S. FUNDS: All prices and payments must be in U.S. dollars. 13. 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. Category I Zinovo Agreement and Management Plan 5 Form December 1, 2017 14. 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 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. 15. 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.) 16. 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, Affordable Care Act and labor law. The Assisted Business shall promptly refer to the City 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. 17. DISABILITY ACCOMMODATIONS: The City 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. 18. 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 and the Montana Department of Commerce. (Mont. Code Ann. § 18-4-141.) This provision would include any changes to the Assisted Business' business structure, business name and registration with the Montana Secretary of State. 19. MODIFICATION: The Contract may not be enlarged, modified, amended or altered except upon written agreement signed by all parties to the Contract. 20. 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. 21. 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. 22. HOLD HARMLESS AND INDEMNIFICATION: The Assisted Business agrees to protect, defend, and save the State of Montana and the City, 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 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 Category I Zinovo Agreement and Management Plan 6 Form December 1,2017 agents, employees, representatives, assigns, subcontractors, except the sole negligence of the State or the City, under the Contract. 23. 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. 24. 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. 25. REFERENCE TO CONTRACT: The Contract number MUST appear on all invoices, packing lists, packages and correspondence pertaining to the Contract. 26. 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. Jonathan Distad, CEO Zinovo Date Category I Zinovo Agreement and Management Plan 7 Form December 1,2017 Peg Rifleman, COO Zinovo Date y ndru y Date for City of B m C mission 13 ATTEST: -�.9, ��t • ,p 18B- Le e ie Exhibit A Category I Zinovo Agreement and Management Plan 8 Form December 1,2017 MANAGEMENT PLAN On February 26th, 2018, the City of Bozeman herein referred to as the City, was awarded a grant from the Big Sky Economic Development Trust Fund (BSTF) Program to assist Zinovo LLC with business expansion and the creation of new jobs in Montana with an effective start date of December 1,2017. Prospera Business Network (PBN) will be responsible for assisting with the administration of the BSTF grant. This Management Plan is written to assure proper management of the BSTF grant, which includes financial management of grant funds, compliance with state and federal requirements, and the timely start-up and completion of project activities. A. ADMINISTRATIVE STRUCTURE 1. City of Bozeman The following persons will have lead responsibility for administering the City of Bozeman BSTF grant to facilitate an expansion of Zinovo LLC (the Assisted Business). a. Cyndy Andrus as the Citys Mayor, will have responsibility for all official contacts with the Montana Department of Commerce (Department). The City of Bozeman Commissioners will have the ultimate authority and responsibility for the implementation of the City's BSTF grant to facilitate an expansion of Zinovo LLC. The City of Bozeman Commissioners will approve and sign administrative documents, contacts and approve all payment requests to the BSTF program. The telephone number for the City of Bozeman Commissioners is (406) 582-2320. b. The CityAttorney, will review any proposed contractual agreements associated with the BSTF grant, advise the Commissioners regarding the agreements, and provide any other legal guidance as requested. Telephone: (406) 582-2309. C. Robin Crough, City Clerk has been designated as the Fiscal Contact and will be responsible for maintaining all financial records related to the BSTF grant for City of Bozeman Commissioners. Telephone: (406) 582-2321. d. Brit Fontenot, Economic Development Director will be responsible for maintaining all official records related to the BSTF grant for City of Bozeman Commissioners He has been designated as the Project Manager and will be responsible for maintaining records related to the management of the BSTF grant funds for City of Bozeman he will be the liaison between PBN, the Commissioners and the CityAttorney. Telephone: (406) (582-2258). 2. Prospera Business Network, (PBN) The PBN will provide grant management and general technical assistance, coordination of funding sources, and assurances of compliance with all applicable state requirements for the BSTF grant. City of Bozeman has designated the PBN as its BSTF Project Administrator. The following PBN personnel will be responsible for the project: a. David Atherton, Business Development Grant Manager, will serve as the Project Administrator and will be responsible for overall coordinatbe responsible for all Category I Zinovo Agreement and Management Plan 9 Form December 1,2017 official contacts with City of Bozeman on behalf of PBN. Telephone: (406) 587- 3113. b. Paul Reichert, Executive Director, and Carolyne Murry, PBN Accountant, will assist with management of this BSTF grant awarded to City of Bozeman as needed. Telephone: (406) (587-3113). 3. Zinovo LLC, the Assisted Business The Assisted Business has agreed to create 14 eligible net new jobs at the project site located at Zinovo LLC, located in Bozeman Montana (the "Project Site"). An eligible net new job is defined as one that is new to the company and has not been filled before December 1, 2018. 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 $19.02 per hour, excluding benefits. In addition, the Assisted Business has agreed to a total new investment at the Project Site, which is equal to or greater than $1 for every $1 of BSTF financial assistance received, within this Contract time period. The following Assisted Business official will be responsible for the implementation of the project: a. Johnathan Distad, CEO, Zinovo LLC will serve as the Project Representative for the Assisted Business and will be the liaison with the Project Administrator. He will have responsibility for all official contacts with the City. Telephone: 612-695-0068. b. Peg Rifleman, COO, Zinovo LLC, will assist with management of this BSTF grant awarded to City of Bozeman as needed. Telephone: 952-239-5495. Category I Zinovo Agreement and Management Plan 10 Form December 1,2017 B. PROJECT MANAGEMENT 1. Brit Fontenot, City of Bozeman - Project Manager, will: a. Work with the Project Administrator and the Department in the development of a BSTF contract between the City and the Department. b. Work with the Project Administrator and the Assisted Business in the development of a Business Assistance Agreement. C. Make appropriate recommendations and route all contract documents, administrative documents, and payments as necessary. d. Review all proposed expenditures of BSTF funds to ensure compliance with the BSTF contract. e. Review, approve, and submit the BSTF payment requests, after preparation by Project Administrator and approval by City of Bozeman, to the BSTF Program, Montana Department of Commerce, and ensure disbursement of funds. f. Review and approve all BSTF closeout documents. 2. David Atherton, Prospera Business Network, Project Administrator is responsible for the following project activities and will: a. Assist City of Bozeman and the Department in developing the City's contract, along with all the required paperwork, with the Department that will address all requirements related to effective project start-up and implementation. b. Assist the City and Zinovo LLC with the preparation of a Business Assistance Agreement. C. Establishing and maintaining complete and accurate project files and preparing all documentation and reports incidental to administration of the project. d. Assist the assisted business with the baseline and subsequent Job Creation Report and Job Creation Certification. e. Meet regularly with the Assisted Business to monitor the business's compliance with the requirements of the grant assistance agreement including implementation of the project hiring or hiring/training plan. f. Reviewing all proposed project expenditures or payment requests from the business to ensure their propriety and proper allocation of expenditures to the BSTF project budget. g. In cooperation with the Project Manager, process payment requests and preparing payment requests for the Department, including the Request for Payment Form and the Project Progress Report with each payment request and quarterly as specified by the Department. Category I Zinovo Agreement and Management Plan 11 Form December 1,2017 h. Assist the City during the BSTF on-site monitoring visit which is conducted to ensure compliance with the requirements of the BSTF contract. i. Preparing all required performance reports and Project Closeout Certification for submittal to the Department. j. Closing the BSTF project in a timely fashion within the period of the contract between the Department and City of Bozeman. k. Attend City of Bozeman meetings to provide project status reports and representing the BSTF project at any other public meetings as deemed necessary by the City. I. It is understood and agreed that PBN services within this Management Plan does not include any of the following: the disbursement or accounting of funds distributed by City of Bozeman's financial officer, legal advice, fiscal audits or assistance with activities not related to the BSTF project. 3. Johnathan Distad, Zinovo LLC, Project Representative, will: a. Will oversee the compliance with the proposed Hiring Plan as submitted in the BSTF Application. b. With assistance of the Project Administrator, prepare the Job Creation Reports, Job Creation Certifications and Progress Reports. c. Provide copies of invoices for both reimbursement by the BSTF Program and the satisfaction of the matching funds requirement. d. Maintain its own project files. e. Assist the Project Manager, Project Administrator with monitoring of the project. f. Will notify the Project Manager, Project Administrator and Department of Commerce and of any changes within it business structure, business name or changes to its registration with the Montana Secretary of State's office. Category I Zinovo Agreement and Management Plan 12 Form December 1, 2017 C. FINANCIAL MANAGEMENT As designed in the BSTF contract, the total amount of the BSTF award will not exceed $64,400 less grant administration fees. 1. Local Government—Awardee The Fiscal Contact will be responsible for: a. Depositing and recording the BSTF funds into the Citys existing accounting system based on claims and supporting documents approved by the Project Manager and City of Bozeman Commissioners. b. Preparing checks/warrants for approved expenditures. c. Disbursing funds in accordance with the City's established claim review procedures. d. With the assistance of the Project Manager, preparing the final financial report for the project Closeout Certification. e. The original financial documents (claims with all supporting documents attached) will be retained in City of Bozeman offices. 2. Assisted Business — Project Funds a. As outlined in the BSTF Contract, the Assisted Business will receive up to $4,600 per eligible net new job created by the Assisted Business for documented cost with reimbursement not to exceed a total of$64,400. b. An eligible net new job is defined as one that is new to the company and has not been filled before December 1, 2017. 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 $19.02 per hour, excluding benefits. 3. Prospera Business Network -Administration Funds a. As outlined in the BSTF grant, PBN may receive up to $400 per eligible net new job created by the Assisted Business. PBN administration fees shall not exceed $5,600 per the BSTF grant award. Category I Zinovo Agreement and Management Plan 13 Form December 1,2017 The City's application to the Department for BSTF funding, dated November 17, 2017, and all applicable federal and state statutes and regulations are incorporated into this Agreement by this reference. This Management Plan will expire once the Montana Department of Commerce officially closes out the BSTF grant award to City of Bozeman. WE HAVE READ THE MANAGEMENT PLAN AND ARE AWARE OF THE RESPONSIBILITIES FOR THE MANAGEMENT AND OVERALL SUCCESS OF THE BSTF PROJECT AS THE DESIGNATED LIAISONS FOR THE PROJECT: CITY PROJECT MANAGER CITY FISCAL CONTACT Brit Fontenot, City of Bozeman Robin Crough, City lam• ILA. 20I 9 Date Date PROSPERA BUSINESS NETWORK PROJECT ADMINISTRATOR ZINOVO LLC PROJECT REPRESENTATIVE David Atherton, Prospera Business Network Jonathan Distad, Zinovo LLC Date Date Category I Zinovo Agreement and Management Plan 14 Form December 1,2017 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of , 20 . City of Bozeman ommission y dy Anc us, rr Da Prospera Business Network Paul Reichert, Executive Director PBN Carolyn Murry, Accountant PBN Date Date Zinovo LLC Peg Rifleman, Zinovo COO Date Category I Zinovo Agreement and Management Plan 15 Form December 1,2017 DocuSign Envelope ID:26758CBE-5BDB-49D6-A8CD-FFF4F21DA785 MONTANA DEPARTMENT OF COMMERCE BIG SKY ECONOMIC DEVELOPMENT TRUST FUND BUSINESS ASSISTANCE AGREEMENT The Business Assistance Agreement is between the local 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 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. Category I Zinovo Agreement and Management Plan 1 Form December 1,2017 DocuSign Envelope ID:26758CBE-5BDB-49D6-A8CD-FFF4F21 DA785 MONTANA DEPARTMENT OF COMMERCE BIG SKY ECONOMIC DEVELOPMENT TRUST FUND A. PARTIES: The parties to this contract (the Contract) are The City of Bozeman, located at 121 N. Rouse Ave. Bozeman, MT 59715 (the "City"), and Zinovo LLC located at 1010 E. Main St. in Bozeman, MT 59715 (the "Assisted Business"); Federal Employer Identification Number (FEIN) 82-2712996. B. PURPOSE: The purpose of this Contract is for the Assisted Business to use up to $64,400 in Big Sky Economic Development Trust Fund (BSTF) grant funds, to be used as follows: • Up to $64,400 to assist with purchase of equipment, software and lease rate reduction. a. The Assisted Business has agreed to create 14 eligible net new jobs at the project site located at Zinovo LLC (the "Assisted Business") in the City of Bozeman 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 December 1, 2017. Eligible new job criteria is a full-time job, meaning a predominantly year-round position requiring an average of 35 hours of work each week; and b. Pays wages that meet or exceed $19.02 per hour, excluding benefits. c. In addition, the Assisted Business have agreed to a total new investment at the Project Site, which is equal to or greater than $1 for every $1 of BSTF financial assistance received, within this Contract time period, to satisfy the required match ratio for the grant. NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties agree as follows: 1. SCOPE AND DUTIES: The City and the Assisted Business shall engage in activities as set forth in the Citys Montana Department of Commerce (Department) BSTF application, including any written modifications resulting from the review of the application by the Department for grant assistance, all of which, by this reference are made a part hereof. The City 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 will only release funds to reimburse eligible and documented costs. Project Progress Reports shall be submitted with each request for funds. 2. REPORTING: Unless otherwise specified by the City the Assisted Business will also submit Project Progress Reports quarterly to the City and the Department until the Assisted Business receives Contract closeout approval from the City and Department. The Project Progress Report must be provided on or before January 15, April 15, July 15, and October 15, for each year of the Contract time period and at closeout of the Contract. The Project Progress Reports shall include, but are not limited to, the following information: 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, Category I Zinovo Agreement and Management Plan 2 Form December 1,2017 DocuSign Envelope ID:26758CBE-5BDB-49D6-A8CD-FFF4F21 DA785 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) Written Progress Report that should include the following items: • detailing progress towards achieving the hiring objectives and project goals that were described in the application; • projected completion date; • any difficulties encountered in working towards these goals; • any changes within the assisted business structure, business name or changes to its registration with the Montana Secretary of State's office; • 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 $70,000 less grant administration fees per eligible net new job created by the Assisted Business for documented costs with reimbursement not to exceed a total of$64,400 dollars for the entire Contract. An eligible net new job is defined as the following: • Anew job to the company was created or filled on or after December 1, 2017; • 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 • The job pays wages that meet or exceed $19.02 per hour, excluding benefits The City will not reimburse the Assisted Business for any costs incurred prior to December 1, 2017 nor for any expenses not included in the approved budget or not clearly and accurately supported by the Assisted Business' records. The Assisted Business shall satisfy the matching funds requirements consistent with the purposes expressed in the City's application during the period of the Contract and shall meet or exceed the 1 : 1 required match ratio. a) The City will authorize the Assisted Business to draw up to $64,400 (total BSTF grant award minus administration fees) 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. Unless otherwise authorized by the City, 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 investment in capital in excess of the required $64,400 new investment at the project site. b) If the City 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 ability to access additional funds until such time as the City and the Assisted Business agree on a plan to remedy the deficiency. Category I Zinovo Agreement and Management Plan 3 Form December 1,2017 DocuSign Envelope ID:26758CBE-5BDB-49D6-A8CD-FFF4F21 DA785 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. d) 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 a prorated portion of any BSTF funds advanced based on documentation of the actual eligible net new jobs created by the Assisted Business. e) The City 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. f) 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 December 1, 2017 and ending December 2, 2018 unless otherwise terminated by law or in compliance with the terms of the Contract. 5. LIAISON: The contact person for the City is Brit Fontenot(406-582-2258) or successor, and Jonathan Distad, Founder, Zinovo LLC 612-695-0068 or successor for the Assisted Business. 6. SIGNATORY JOB CREATION REPORTING: The persons responsible for approving and signing the Job Creation Certification for Assisted Business are Jonathan Distad, CEO, Zinovo LLC 612-695-0068 or successor and Peg Rifleman, COO, Zinovo LLC 952-239-5495. 7. COMPLIANCE WITH WORKERS' COMPENSATION ACT The Assisted Business accepts responsibility for supplying, and requiring all subcontractors to supply, the City 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 Assisted Business nor its employees are employees of the City. 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 within 10 working days of the execution of this Contract, and must be kept current for the entire term of the contract. CONTRACTS WILL BE TERMINATED PURSUANT TO THE PROVISIONS OF SECTION 11 TERMINATION OF CONTRACT IF THE ASSISTED BUSINESS FAILS TO PROVIDE THE REQUIRED DOCUMENTATION WITHIN THE ALLOTTED TIME FRAME. Coverage may be provided through a private carrier or through the State Compensation Insurance Fund (406) 444-6500. An exemption can be requested through the Department of Labor and Industry, Employment Relations Division (406) 444-1446. Corporate officers must provide documentation of their exempt status. 8. FAILURE TO HONOR CONTRACT: If the Assisted Business refuses or fails to deliver in accordance with the Contract terms and conditions, the State 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. Category I Zinovo Agreement and Management Plan 4 Form December 1,2017 DocuSign Envelope ID:26758CBE-5BDB-49D6-A8CD-FFF4F21DA785 9. ACCESS AND RETENTION OF RECORDS: Upon receipt of reasonable advance notice, the Assisted Business agrees to provide the City, Montana Department of Commerce, Legislative Auditor or their authorized agents, access to any records necessary to determine contract compliance. The Assisted Business agrees to create and retain records supporting the BSTF project activities for a period of three years after either the completion date of the Contract or the conclusion of any claim, litigation, or exception relating to the Contract taken by the State of Montana or third party. 10. 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, 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 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 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 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 may approve requests by the Assisted Business for reimbursement of expenses incurred. The City'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. 11. UNAVAILABILITY OF FUNDING: The City may, at its sole discretion, terminate or reduce the scope of the Contract if available funding is eliminated or reduced for any reason. 12. U.S. FUNDS: All prices and payments must be in U.S. dollars. 13. 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. Category I Zinovo Agreement and Management Plan 5 Form December 1,2017 DocuSign Envelope ID:26758CBE-5BDB-49D6-A8CD-FFF4F21 DA785 14. 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 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. 15. 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.) 16. 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, Affordable Care Act and labor law. The Assisted Business shall promptly refer to the City 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. 17. DISABILITY ACCOMMODATIONS: The City 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. 18. 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 and the Montana Department of Commerce. (Mont. Code Ann. § 18-4-141.) This provision would include any changes to the Assisted Business' business structure, business name and registration with the Montana Secretary of State. 19. MODIFICATION: The Contract may not be enlarged, modified, amended or altered except upon written agreement signed by all parties to the Contract. 20. 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. 21. 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. 22. HOLD HARMLESS AND INDEMNIFICATION: The Assisted Business agrees to protect, defend, and save the State of Montana and the City, 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 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 Category I Zinovo Agreement and Management Plan 6 Form December 1,2017 DocuSign Envelope ID:26758CBE-56DB-49D6-A8CD-FFF4F21 DA785 agents, employees, representatives, assigns, subcontractors, except the sole negligence of the State or the City, under the Contract. 23. 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. 24. 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. 25. REFERENCE TO CONTRACT: The Contract number MUST appear on all invoices, packing lists, packages and correspondence pertaining to the Contract. 26. 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. CDocuSigned by: 1 6"&.4,W0lS 6j 6/7/2018 5:15:15 PM MDT 72DD11C164F34D9... Jonathan Distad, CEO Zinovo Date Category I Zinovo Agreement and Management Plan 7 Form December 1,2017 DocuSign Envelope ID:26758CBE-5BDB-49D6-A8CD-FFF4F21 DA785 EDocuSigned by: P4 K��. 6/8/2018 6:37:55 AM MDT OC2360C6F1A2456... Peg Rifleman, COO Zinovo Date DocuSigned by: A,,J.V1AS 6/8/2018 7:42:26 AM MDT Al Cyn y4 'AffilYMayor Date for City of Bozeman Commission ATTEST: Legal Review Exhibit A Category I Zinovo Agreement and Management Plan 8 Form December 1,2017 DocuSign Envelope ID:26758CBE-5BDB49D6-A8CD-FFF4F21DA785 MANAGEMENT PLAN On February 26t", 2018, the City of Bozeman herein referred to as the City, was awarded a grant from the Big Sky Economic Development Trust Fund (BSTF) Program to assist Zinovo LLC with business expansion and the creation of new jobs in Montana with an effective start date of December 1,2017. Prospera Business Network(PBN)will be responsible for assisting with the administration of the BSTF grant. This Management Plan is written to assure proper management of the BSTF grant, which includes financial management of grant funds, compliance with state and federal requirements, and the timely start-up and completion of project activities. A. ADMINISTRATIVE STRUCTURE 1. City of Bozeman The following persons will have lead responsibility for administering the City of Bozeman BSTF grant to facilitate an expansion of Zinovo LLC (the Assisted Business). a. Cyndy Andrus as the City's Mayor, will have responsibility for all official contacts with the Montana Department of Commerce (Department). The City of Bozeman Commissioners will have the ultimate authority and responsibility for the implementation of the City's BSTF grant to facilitate an expansion of Zinovo LLC. The City of Bozeman Commissioners will approve and sign administrative documents, contacts and approve all payment requests to the BSTF program. The telephone number for the City of Bozeman Commissioners is (406) 582-2320. b. The City Attorney,will review any proposed contractual agreements associated with the BSTF grant, advise the Commissioners regarding the agreements, and provide any other legal guidance as requested. Telephone: (406) 582-2309. C. Robin Crough, City Clerk has been designated as the Fiscal Contact and will be responsible for maintaining all financial records related to the BSTF grant for City of Bozeman Commissioners. Telephone: (406) 582-2321. d. Brit Fontenot, Economic Development Director will be responsible for maintaining all official records related to the BSTF grant for City of Bozeman Commissioners He has been designated as the Project Manager and will be responsible for maintaining records related to the management of the BSTF grant funds for City of Bozeman he will be the liaison between PBN, the Commissioners and the City Attorney. Telephone: (406) (582-2258). 2. Prospera Business Network, (PBN) The PBN will provide grant management and general technical assistance, coordination of funding sources, and assurances of compliance with all applicable state requirements for the BSTF grant. City of Bozeman has designated the PBN as its BSTF Project Administrator. The following PBN personnel will be responsible for the project: a. David Atherton, Business Development Grant Manager, will serve as the Project Administrator and will be responsible for overall coordinatbe responsible for all Category I Zinovo Agreement and Management Plan 9 Form December 1,2017 DocuSign Envelope ID:26758CBE-5BDB-49D6-A8CD-FFF4F21 DA785 official contacts with City of Bozeman on behalf of PBN. Telephone: (406) 587- 3113. b. Paul Reichert, Executive Director, and Carolyne Murry, PBN Accountant, will assist with management of this BSTF grant awarded to City of Bozeman as needed. Telephone: (406) (587-3113). 3. Zinovo LLC, the Assisted Business The Assisted Business has agreed to create 14 eligible net new jobs at the project site located at Zinovo LLC, located in Bozeman Montana (the "Project Site"). An eligible net new job is defined as one that is new to the company and has not been filled before December 1, 2018. 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 $19.02 per hour, excluding benefits. In addition, the Assisted Business has agreed to a total new investment at the Project Site, which is equal to or greater than $1 for every $1 of BSTF financial assistance received, within this Contract time period. The following Assisted Business official will be responsible for the implementation of the project: a. Johnathan Distad, CEO, Zinovo LLC will serve as the Project Representative for the Assisted Business and will be the liaison with the Project Administrator. He will have responsibility for all official contacts with the City. Telephone: 612-695-0068. b. Peg Rifleman, COO, Zinovo LLC, will assist with management of this BSTF grant awarded to City of Bozeman as needed. Telephone: 952-239-5495. Category I Zinovo Agreement and Management Plan 10 Form December 1,2017 DocuSign Envelope ID:26758CBE-5BDB-49D6-A8CD-FFF4F21 DA785 B. PROJECT MANAGEMENT 1. Brit Fontenot, City of Bozeman - Project Manager, will: a. Work with the Project Administrator and the Department in the development of a BSTF contract between the City and the Department. b. Work with the Project Administrator and the Assisted Business in the development of a Business Assistance Agreement. C. Make appropriate recommendations and route all contract documents, administrative documents, and payments as necessary. d. Review all proposed expenditures of BSTF funds to ensure compliance with the BSTF contract. e. Review, approve, and submit the BSTF payment requests, after preparation by Project Administrator and approval by City of Bozeman, to the BSTF Program, Montana Department of Commerce, and ensure disbursement of funds. f. Review and approve all BSTF closeout documents. 2. David Atherton, Prospera Business Network, Project Administrator is responsible for the following project activities and will: a. Assist City of Bozeman and the Department in developing the City's contract, along with all the required paperwork, with the Department that will address all requirements related to effective project start-up and implementation. b. Assist the City and Zinovo LLC with the preparation of a Business Assistance Agreement. C. Establishing and maintaining complete and accurate project files and preparing all documentation and reports incidental to administration of the project. d. Assist the assisted business with the baseline and subsequent Job Creation Report and Job Creation Certification. e. Meet regularly with the Assisted Business to monitor the business's compliance with the requirements of the grant assistance agreement including implementation of the project hiring or hiring/training plan. f. Reviewing all proposed project expenditures or payment requests from the business to ensure their propriety and proper allocation of expenditures to the BSTF project budget. g. In cooperation with the Project Manager, process payment requests and preparing payment requests for the Department, including the Request for Payment Form and the Project Progress Report with each payment request and quarterly as specified by the Department. Category I Zinovo Agreement and Management Plan 11 Form December 1,2017 DocuSign Envelope ID:26758CBE-5BDB-49D6-A8CD-FFF4F21 DA785 h. Assist the City during the BSTF on-site monitoring visit which is conducted to ensure compliance with the requirements of the BSTF contract. i. Preparing all required performance reports and Project Closeout Certification for submittal to the Department. j. Closing the BSTF project in a timely fashion within the period of the contract between the Department and City of Bozeman. k. Attend City of Bozeman meetings to provide project status reports and representing the BSTF project at any other public meetings as deemed necessary by the Cat r. I. It is understood and agreed that PBN services within this Management Plan does not include any of the following: the disbursement or accounting of funds distributed by City of Bozeman's financial officer, legal advice, fiscal audits or assistance with activities not related to the BSTF project. 3. Johnathan Distad, Zinovo LLC, Project Representative, will: a. Will oversee the compliance with the proposed Hiring Plan as submitted in the BSTF Application. b. With assistance of the Project Administrator, prepare the Job Creation Reports, Job Creation Certifications and Progress Reports. c. Provide copies of invoices for both reimbursement by the BSTF Program and the satisfaction of the matching funds requirement. d. Maintain its own project files. e. Assist the Project Manager, Project Administrator with monitoring of the project. f. Will notify the Project Manager, Project Administrator and Department of Commerce and of any changes within it business structure, business name or changes to its registration with the Montana Secretary of State's office. Category I Zinovo Agreement and Management Plan 12 Form December 1,2017 DocuSign Envelope ID:26758CBE-5BDB-49D6-A8CD-FFF4F21 DA785 C. FINANCIAL MANAGEMENT As designed in the BSTF contract, the total amount of the BSTF award will not exceed $64,400 less grant administration fees. 1. Local Government—Awardee The Fiscal Contact will be responsible for: a. Depositing and recording the BSTF funds into the Citks existing accounting system based on claims and supporting documents approved by the Project Manager and City of Bozeman Commissioners. b. Preparing checks/warrants for approved expenditures. c. Disbursing funds in accordance with the Citys established claim review procedures. d. With the assistance of the Project Manager, preparing the final financial report for the project Closeout Certification. e. The original financial documents (claims with all supporting documents attached) will be retained in City of Bozeman offices. 2. Assisted Business — Project Funds a. As outlined in the BSTF Contract, the Assisted Business will receive up to $4,600 per eligible net new job created by the Assisted Business for documented cost with reimbursement not to exceed a total of$64,400. b. An eligible net new job is defined as one that is new to the company and has not been filled before December 1, 2017. 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 $19.02 per hour, excluding benefits. 3. Prospera Business Network -Administration Funds a. As outlined in the BSTF grant, PBN may receive up to $400 per eligible net new job created by the Assisted Business. PBN administration fees shall not exceed $5,600 per the BSTF grant award. Category I Zinovo Agreement and Management Plan 13 Form December 1,2017 DocuSign Envelope ID:26758CBE-5BDB-49D6-A8CD-FFF4F21 DA785 The City's application to the Department for BSTF funding, dated November 17, 2017, and all applicable federal and state statutes and regulations are incorporated into this Agreement by this reference. This Management Plan will expire once the Montana Department of Commerce officially closes out the BSTF grant award to City of Bozeman. WE HAVE READ THE MANAGEMENT PLAN AND ARE AWARE OF THE RESPONSIBILITIES FOR THE MANAGEMENT AND OVERALL SUCCESS OF THE BSTF PROJECT AS THE DESIGNATED LIAISONS FOR THE PROJECT: CITY �sLg.QT MANAGER Doe,�r�n�d�yFISCAL CONTACT Brit Fontenot, City of Bozeman Robin Crough, City Clerk 6/8/2018 7:20:39 AM MDT 6/25/2018 2:40:59 PM MDT Date Date PROSPERA BUSINESS NETWORK PROJECT ADMINISTRATOR ZINOVO LLC PROJECT REPRESENTATIVE DocuSlgned by: DocuSiggned by: F \ D72DD11C164F34D9 David Atherton, Prospera Business Network Jonathan Distad, Zinovo LLC 6/8/2018 8:36:59 AM MDT 6/7/2018 5:15:15 PM MDT Date Date Category I Zinovo Agreement and Management Plan 14 Form December 1,2017 DocuSign Envelope ID:26758CBE-5BDB-49D6-A8CD-FFF4F21 DA785 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of , 20 . 6 F City of P.o geman Commission Cyndy n rus, ayor 6/8/2018 7:42:26 AM MDT Date Prospera Business Network DocuSlgned by: DocuSlgned by: C65937ME67D4A- Paul Reichert, Executive Director PBN Carolyn Murry, ccountant PBN 6/11/2018 10:26:29 AM MDT 6/8/2018 9:55:29 AM MDT Date Date Zinovo ocuftnedby: LP4 K(Lwatkl OC2360C6E182456... Peg Rifleman, Zinovo COO 6/8/2018 6:37:55 AM MDT Date Category I Zinovo Agreement and Management Plan 15 Form December 1,2017