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HomeMy WebLinkAbout04-22-19 City Commission Packet Materials - C3. BSTF Program Grant Award to MeatEater, Inc. from MDC Commission Memorandum REPORT TO: Honorable Mayor and City Commission FROM: Brit Fontenot, Director of Economic Development SUBJECT: Montana Department of Commerce, Big Sky Economic Development Trust Fund Program Grant Award to the MeatEater, Inc, Contract # MT- BSTF-1-19-12 MEETING DATE: April 22, 2019 AGENDA ITEM TYPE: Consent RECOMMENDATION: Authorize Mayor Andrus to sign the Montana Department of Commerce Big Sky Economic Development Trust Fund program contract and authorize the City Manager, or their designee, to execute additional documents required to facilitate and manage the BSTF grant award to MeatEater, Inc. BACKGROUND: On August 6, 2018 the City Commission approved Resolution 4949 authorizing the submittal and administration of the Big Sky Economic Development Trust Fund (“BSTF”) grant application by the Prospera Business Network (“Prospera”) on behalf of MeatEater, Inc. (Exhibit 1) On January 22, 2019 the Office of the Governor notified the City of Bozeman that the City’s application, facilitated by Prospera, was approved and MeatEater, Inc was awarded up to $50,000 in BSTF Category I, Job Creation funding by the Montana Department of Commerce (DoC). (Exhibit 2) MeatEater, Inc agrees to create up to 10 net new full time jobs in the next year that meet or exceed the BSTF wage rate of $19.58 per hour, not including employee benefits. As part of the administration of the BSTF grant, the DoC and Prospera require the sponsoring entity, the City of Bozeman (the “City”), to enter into several agreements 12 with the DoC, Prospera and MeatEater, Inc, including the attached contract document. (Exhibit 3) During the term of the contract, MeatEater, Inc endeavors to create up to 10 eligible net new jobs in their existing Bozeman facility. The total amount to be reimbursed to the assisted business under the Contract shall be up to $5,000 per eligible net new job created by the assisted business for documented costs with reimbursement not to exceed a total of $50,000, minus grant administration dollars for the entire Contract. A net new job must pay the average weekly wage that meets or exceeds the lesser of 170% of Montana's current minimum wage *AND/OR* the current average weekly wage of the county in which the employees are to be principally employed. The value of employee benefits can be included in this wage. The current average annual, weekly and hourly wage thresholds may be obtained through the BSTF program web site at https://marketmt.com/BSTF or may be requested from the Department. These figures are based upon the average weekly wage data produced by the Montana Department of Labor and Industry for the most current year available. An eligible net new job is defined as the following: 1. A new job to the company was created or filled on or after January 16, 2019; 2. Have at a minimum, a full-time job, meaning a predominantly year-round position requiring an average of 35 hours of work each week; and 3. The job pays wages that meet or exceed $19.58 per hour, not including employee benefits. THE PROSPERA BUSINESS NETWORK: The City and Prospera work collaboratively on numerous economic development projects including past BSTF grants. As they have in the past, Prospera will provide grant administration, contract management and reporting under the BSTF requirements. Additionally, Prospera currently manages the City’s Revolving Loan Fund. Once the grant is funded, Prospera will administer the BSTF grant, contracts and satisfy reporting elements of the BSTF award. Through the Economic Development Department, the City will maintain oversight of the Prospera management of the BSTF grant award as the recipient entity for the grant funds, as required by the DoC. 13 GRANT AGREEMENTS: The following agreement must be entered into by the City to complete the grant and provide the award to MeatEater, Inc: Montana Department of Commerce Big Sky Economic Development Trust Fund Program Document, referred to as the Contract (# MT-BSTF -1-19-12), provides the Category 1 funding to the City. There are additional documents wherein the DoC will require City approval. Authorization of this Consent item also authorizes the City Manager, or their designee, to execute all additional documents to facilitate the grant award including: 1. The Sub-recipient Agreement with Prospera authorizes Prospera to manage the grant program on behalf of the City); 2. The Management Plan identifies the grant management requirements of the City, Prospera, and MeatEater, Inc); 3. The Business Assistance Agreement between the City and MeatEater, Inc details the conditions MeatEater, Inc must adhere to in order to obtain the grant funds including the number of jobs, the salaries for the jobs, the use of the funds, reporting, and other issues; 4. The Signature Certification Form authorizes signatories for the release of funds; and 5. The Budget Amendment Form reconciles the incoming grant funds with the City’s overall budget. UNRESOLVED ISSUES: None ALTERNATIVES: As proposed by the City Commission FISCAL EFFECTS: As part of the contract, Prospera will earn administrative fees based upon the number of net new jobs MeatEater, Inc creates over the next year. Additionally, minimal City staff time is required to provide the appropriate review of documents and approvals. Please note that the Big Sky Trust Fund support provided by the City of Bozeman, in longstanding partnership with Prospera, is not without financial risk, although the City and Prospera work closely together with the assisted business to minimize the risk. If 14 the number of jobs identified in the contract is not filled by the assisted business, but grant dollars are received by the assisted business, the contract between the assisted business and the City of Bozeman contains the following financial restoration sections: Section 8 Conditions on Method of Reimbursement: If the Assisted Business creates an eligible new job but fails to sustain that job for the requisite duration, then the Contractor shall reimburse the Department all funds received for that job. If the Assisted Business fails to create the required number of jobs, then the Contractor shall reimburse the Department the difference between the total amount advanced and the amount attributable to actual jobs created. If the Assisted Business ceases operation at the Project Site, then the Contractor shall reimburse the Department all funds received under this Contract. AND Section 3 Compensation and Consideration: c. The Assisted Business agrees that if the local government or tribal government request the funds before the jobs are created, and the Department agrees to that request, the local or tribal government and the assisted business receiving BSTF financial assistance are liable for the full amount of the award that is advanced by the Department, if the assisted business: 1. Fails to create or maintain the number of net new eligible jobs as specified in the executed contract and assistance agreement, or 2. Fails to inject the required amount of match into the project as specified in the executed contract and assistance agreement. Additionally the Department may recapture funds if: a. At the end of the contract period the Department has overpaid based on the number of net new jobs at the end of the contract period. b. The business ceases operations at the Project Site within the contract period. 15 While important to be aware of the contractual relationships and obligations, it is also important to note that, to date, neither the City nor the Department of Commerce has exercised theses sections on an assisted business in Bozeman. In partnership with the Department of Commerce and Prospera, the City has supported numerous BSTF assisted businesses. EXHIBITS: 1) August 6, 2018 packet material (Resolution 4949); 2) Governor’s Office Letter of Award dated January 22, 2019; 3) Montana Department of Commerce, Big Sky Economic Development Trust Fund Program Contract # MT-BSTF-1-19-12; 4) Agreement between the City of Bozeman and MeatEater, Inc.; and 5) Signed budget amendment. Report compiled on: 04-11-19 16 Commission Memorandum REPORT TO: Honorable Mayor and City Commission FROM: Brit Fontenot, Director of Economic Development SUBJECT: Resolution 4949 Supporting the Application to the Big Sky Economic Development Trust Fund Program, Administered by the Montana Department of Commerce, on behalf of MeatEater, Inc. MEETING DATE: August 6, 2018 AGENDA ITEM TYPE: Consent RECOMMENDATION: Adopt Resolution 4949 authorizing the City’s application for a Big Sky Trust Fund Category I job creation grant on behalf of MeatEater, Inc and administered by The Prospera Business Network. BACKGROUND: The Montana Department of Commerce administers the Big Sky Economic Development Trust Fund Category I job creation program. This State-funded program is intended to incentivize the creation of net new higher paying jobs; also a Bozeman City Commission priority. The local governing body is required to apply for the grant on behalf of the business recipient as a co- applicant with the local Certified Regional Development Corporation (CRDC). The Prospera Business Network is local CRDC which includes Gallatin County. Should the grant be awarded, staff recommends that the City Commission appoint The Prospera Business Network, our local CRDC, to administer all aspects of the grant on behalf of the City of Bozeman. MeatEater, Inc is an extremely popular media production company producing podcasts and video entertainment content for outdoor, hunting and cooking enthusiasts. UNRESOLVED ISSUES: None ALTERNATIVES: As proposed by the City Commission FISCAL EFFECTS: If the application is successful, MeatEater, Inc may be awarded up to $5,000 per net new job with a target of thirty (30) net new jobs over the next twenty-four (24) months for a total grant award, if all thirty (30) proposed new jobs are filled, of $150,000. 17 It is important to note that the Big Sky Trust Fund support provided by the City of Bozeman, in longstanding partnership with Prospera, is not without financial risk, although the City and Prospera work closely together with the assisted business to minimize the risk. If the number of jobs identified in the contract is not filled by the assisted business, but grant dollars are received by the assisted business, the contract between the assisted business and the City of Bozeman contains the following financial restoration sections: Section 8 Conditions on Method of Reimbursement: If the Assisted Business creates an eligible new job but fails to sustain that job for the requisite duration, then the Contractor shall reimburse the Department all funds received for that job. If the Assisted Business fails to create the required number of jobs, then the Contractor shall reimburse the Department the difference between the total amount advanced and the amount attributable to actual jobs created. If the Assisted Business ceases operation at the Project Site, then the Contractor shall reimburse the Department all funds received under this Contract. AND Section 3 Compensation and Consideration: c. The Assisted Business agrees that if the local government or tribal government request the funds before the jobs are created, and the Department agrees to that request, the local or tribal government and the assisted business receiving BSTF financial assistance are liable for the full amount of the award that is advanced by the Department, if the assisted business: a. Fails to create or maintain the number of net new eligible jobs as specified in the executed contract and assistance agreement, or b. Fails to inject the required amount of match into the project as specified in the executed contract and assistance agreement. Additionally the Department may recapture funds if: a. At the end of the contract period the Department has overpaid based on the number of net new jobs at the end of the contract period. b. The business ceases operations at the Project Site within the contract period. While important to be aware of the contractual relationships and obligations, it is also important to note that, to date, neither the City nor the Department of Commerce has exercised theses sections on an assisted business in Bozeman. In partnership with the Department of Commerce and Prospera, the City has supported seven BSTF assisted businesses. The chart below shows the details of the businesses assisted since January, 2017. Note that one City of Bozeman grant has been closed out prior to the generation of the table (Apptus) and one (Simms Fishing Products) is located in Gallatin County. 18 ATTACHMENTS: 1) Resolution 4949; and 2) MeatEater, Inc Signature Certification. Report compiled on Wednesday, July 27, 2018. 19 RESOLUTION NO. 4949 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOZEMAN, MONTANA, RELATING TO THE APPLICATION TO BIG SKY ECONOMIC DEVELOPMENT TRUST FUND PROGRAM ADMINISTERED BY THE STATE OF MONTANA, DEPARTMENT OF COMMERCE, ON BEHALF OF MEATEATER INC. WHEREAS, the Bozeman City Commission is committed to facilitating economic diversification in the City and the region; and WHEREAS, the Bozeman City Commission is committed to facilitating mid- and high- wage job creation and expansion, thus positively impacting the economy of the entire region; and WHEREAS, MeatEater Inc, desires to expand their business and create additional technology and media-related jobs in Bozeman; and WHEREAS, the City Commission has determined that the technology sector has high growth potential, supports mid to high wage jobs and supports economic diversity; and WHEREAS, the Montana Department of Commerce administers the Big Sky Economic Development Trust Fund Category I job creation program, a state-funded program, to create good paying jobs for Montana residents, promote long-term, stable economic growth in Montana, create partnerships, expand existing businesses and provide a better life for future generations through greater economic growth and prosperity; and WHEREAS, the City Commission hereby authorizes and appoints The Prospera Business Network to administer, on behalf of the City of Bozeman, all aspects of the Big Sky Trust Fund Economic Development Category I grant and provide administrative support and other responsibility for the management and appropriate reporting to the Montana Department of Commerce. NOW, THEREFORE, BE IT RESOLVED by the City Commission of the City of Bozeman, Montana, the City agrees to submit an application, through The Prospera Business Network, to the Montana Department of Commerce, Big Sky Economic Development Trust Fund Program to assist MeatEater Inc in their expansion project and that The Prospera Business Network will manage all aspects of the grant. 20 PASSED AND APPROVED by the City Commission of the City of Bozeman, Montana, at a regular session thereof held on the 6th day of August, 2018. CYNTHIA L. ANDRUS Mayor ATTEST: ROBIN CROUGH, MPA City Clerk APPROVED AS TO FORM: GREG SULLIVAN City Attorney 21 22 23 Page 1 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-19-12 Montana Department of Commerce Updated 12-26-18 City of Bozeman MONTANA DEPARTMENT OF COMMERCE BIG SKY ECONOMIC DEVELOPMENT TRUST FUND PROGRAM CONTRACT # MT-BSTF-1-19-12 This Contract is entered into by the City of Bozeman, Bozeman, Montana (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) 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 MeatEater, Inc., 1203 Rouse Suite 3B, Bozeman, Montana 59715, (the “Assisted Business”) with purchase of equipment, furniture, fixtures and wage reimbursement and the creation of jobs in Montana. The Assisted Business has agreed to create 10 eligible net new jobs at the project site located at Bozeman, Montana (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 January 16, 2019. 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 $19.58 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 $1 of BSTF financial assistance received, within this Contract time period. Section 2. SCOPE OF WORK The Contractor hereby agrees to engage in Project activities as set forth in the Contractor’s application, including any written modifications resulting from the review of the application by the Department for Project assistance, all of which, by this reference are made a part hereof. The major components of the Project include the purchase of equipment, furniture, fixtures and wage reimbursement, and documentation that the matching requirement has been met and documentation of eligible job creation in Bozeman, Montana, and the administration of this Contract. 24 Page 2 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-19-12 Montana Department of Commerce Updated 12-26-18 City of Bozeman The Contractor, at the request of and in the manner prescribed by Department, shall install and display temporary signage providing recognition of the support provided by Department. Section 3. AUTHORITY This Contract is issued under authority of Title 90, Chapter 1, Part 2, Montana Code Annotated, and the Administrative Rules of Montana, Title 8, Chapter 99. Section 4. APPLICATION INCORPORATED BY REFERENCE The Contractor’s application for Program assistance and all appendices thereto, including any written modifications resulting from the review of the application by the Department (collectively, the “Project”), is incorporated into this Contract by this reference and the representations made therein are binding on the Contractor. Section 5. ACCEPTANCE OF PROGRAM REQUIREMENTS (a) The Contractor shall comply with all applicable local, state, tribal, and federal laws, regulations, ordinances, and resolutions, and all administrative directives and procedures established by the Department, including all the provisions, guidelines and requirements set forth on the Program’s website: http://bstf.mt.gov. (b) The Contractor expressly agrees to repay to the Department any funds advanced under this Contract that the Contractor, or its contractors, subcontractors, or sub recipient entities, or any public or private agent or agency to which it delegates authority to carry out portions of this Contract, expends in violation of the terms of this Contract, the statutes and regulations governing the Program, or any applicable local, state, tribal, or federal requirements. Section 6. EFFECTIVE DATE AND TIME OF PERFORMANCE (a) This Contract shall take effect on January 16, 2019 and will terminate upon completion of the final closeout by the Department, or by January 16, 2020, 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 its duties and responsibilities that may arise under the contract including, but not limited to, record retention, audits, and indemnification. 25 Page 3 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-19-12 Montana Department of Commerce Updated 12-26-18 City of Bozeman d) The Department reserves the right to extend this Contract based on but not limited to the Contractor’s performance of the contracted activities, the Contractor’s compliance with program requirements and the availability of program funding. Section 7. BUDGET (a) The total amount to be awarded to the Contractor under this Contract will not exceed $50,000.00 to be used as follows: • Up to $46,000.00 to assist the Assisted Business with the purchase of equipment, furniture, fixtures and wage reimbursement; and • Up to $4,000.00 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 January 16, 2020 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 $5,000.00 per eligible net new job created by the Assisted Business for documented costs with reimbursement not to exceed a total of $50,000.00 for the entire Contract. The Department will not reimburse the Contractor for any costs incurred prior to January 16, 2019, 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 1:1 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. 26 Page 4 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-19-12 Montana Department of Commerce Updated 12-26-18 City of Bozeman (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. (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 January 16, 2019, for any expenses not included in the Contractor’s application or an approved adjustment thereto, or for any expenses not clearly and adequately supported by the Contractor’s records. (j) Once the Department has determined a Request for Payment to be complete, the Department is allowed thirty (30) working days to process a Request for Payment. The Contractor shall provide signatory and banking information at the time of Contract execution in order to facilitate electronic funds transfer payments. The Department may withhold payments to the Contractor if the Contractor has breached the terms of this Contract. (k) If actual Project expenses are less than projected in the budget, the Department, at its discretion, may reduce the amount of BSTF funds to be provided to the Contractor accordingly. (l) If the Department determines that the Contractor has failed to satisfactorily carry out its responsibilities under this Contract, the Department may withhold payment to the Contractor until such time as the parties agree on a plan to remedy the deficiency. 27 Page 5 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-19-12 Montana Department of Commerce Updated 12-26-18 City of Bozeman (m) The Department reserves the right to withdraw a commitment of any Program funds for projects not ready to proceed within three (3) months after the date of tentative award. (n) If the Assisted Business creates an eligible new job but fails to sustain that job for the requisite duration, then the Contractor shall reimburse the Department all funds received for that job. If the Assisted Business fails to create the required number of jobs, then the Contractor shall reimburse the Department the difference between the total amount advanced and the amount attributable to actual jobs created. If the Assisted Business ceases operation at the Project Site, then the Contractor shall reimburse the Department all funds received under this Contract. (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 project 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) Quarterly Project Progress Reports. Unless otherwise specified by the Department, the Contractor will also submit Project Progress Reports quarterly to the Department until the Contractor receives Contract closeout approval from the Department. The Project Progress Report must be provided on or before April 30th to cover the January 1-March 31 reporting period, July 31st to cover the April 1-June 30 reporting period, October 31st to cover the July 1-September 30 reporting period, and January 31st to cover the October 1-December 31 reporting period, for each year of the Contract period and at closeout 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; Written Progress Report that should include the following items: o detailing progress towards achieving the hiring objectives and project goals that were described in the application; o projected completion date; o any difficulties encountered in working towards these goals; 28 Page 6 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-19-12 Montana Department of Commerce Updated 12-26-18 City of Bozeman o any changes within the assisted business structure, business name or changes to its registration with the Montana Secretary of State’s office; o any other pertinent information (b) The employment level of MeatEater, Inc. one day prior to the contract effective date of January 16, 2019 is 13 permanent, full-time employees onsite, per the certified baseline job report. (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. 29 Page 7 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-19-12 Montana Department of Commerce Updated 12-26-18 City of Bozeman Section 10. LIAISONS The contact persons for this Contract are: For the Department: Annmarie Robinson (or successor) Section Manager, Big Sky Economic Development Trust Fund Program, MDOC P.O. Box 200505 Helena, MT 59620-0505 406-841-2250 For the Contractor: Cyndy Andrus (or successor) Mayor, City of Bozeman P.O. Box 1230 Bozeman, MT 59771 406-582-2383 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 30 Page 8 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-19-12 Montana Department of Commerce Updated 12-26-18 City of Bozeman 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. 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 APPLICABLE LAWS The Contractor must, in performance of work under the Contract, fully comply with all applicable federal, state, or local laws, rules and regulations, including Executive Order No. 12-2015 Amending and Providing For Implementation of the Montana Sage Grouse Conservation Strategy , the Montana Human Rights Act, the Civil Rights Act of 1964, the Age Discrimination Act of 1975, the Americans with Disabilities Act of 1990, and Section 504 of the Rehabilitation Act of 1973 and the Patient Protection and Affordable Care Act (“Affordable Care Act”). Any subletting or subcontracting by the Contractor subjects subcontractors to the same provisions. In accordance with Mont. Code Ann. § 49-3-207, Executive Order No. 04-2016, the Grantee agrees that the hiring of persons to perform the Contract will be made on the basis of merit and qualifications and there will be no discrimination based upon race, color, sex, pregnancy, childbirth or medical conditions related to childbirth, political or religious affiliation or ideas, culture, creed, social origin or condition, genetic information, sexual orientation, gender identity or expression, national origin, ancestry, age, disability, military service or veteran status, or marital status. The Affordable Care Act requires a Contractor, if Contractor is an applicable large employer under the ACA, to provide healthcare coverage for its employees, who provide services for the State and work for 30 or more hours per week. This coverage must also cover the eligible employee’s dependents under the age of 26. 31 Page 9 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-19-12 Montana Department of Commerce Updated 12-26-18 City of Bozeman The coverage must (a) meet the minimum essential coverage, minimum value, and affordability requirements of the employer responsibility provisions under Section 4980H of the Code (ACA), and (b) otherwise satisfy the requirements of the Code § 4980 H (ACA) if provided by the State. 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 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). (b) The Department 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 2-7-503, 5-13-304, and 18-1-118, MCA and other authorities, audits for the purposes of ensuring the appropriate administration, expenditure of the monies, and delivery of services provided through this Contract. Section 17. OWNERSHIP AND PUBLICATION OF MATERIALS All reports, information, data, and other materials prepared by the Contractor, or any of its contractors or subcontractors, in furtherance of this Contract are the property of the Contractor and the Department, which both have the royalty-free, nonexclusive, and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, in whole or part, such property and any information relating thereto. No material produced in whole or part under this Contract may be copyrighted or patented in the United States or in any other country without the prior written approval of the Department and the Contractor. Section 18. ASSIGNMENT, TRANSFER, AND SUBCONTRACTING (a) The Contractor may not assign, transfer, delegate, or subcontract, in whole or part, this Contract or any right or duty arising under this Contract, unless the Department in writing approves the assignment, transfer, delegation, or subcontract. 32 Page 10 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-19-12 Montana Department of Commerce Updated 12-26-18 City of Bozeman (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. (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 sole 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 33 Page 11 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-19-12 Montana Department of Commerce Updated 12-26-18 City of Bozeman 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 Contractor may provide "claims made" coverage provided the following conditions are met: (I) the commencement date of the contract must not fall outside the effective date of insurance coverage and it will be the retroactive date for insurance coverage in future years; and (2) the claims made policy must have a three (3) year tail for claims that are made (filed) after the cancellation or expiration date of the policy. (d) Property Insurance. At its sole cost and expense, the Contractor shall maintain property and hazard insurance, including course of construction coverage, and earthquake insurance in areas where there is a shaking level above 10g (see map at http://www.rmtd.mt.gov/content/aboutus/publications/files/NEHRP.pdf) for loss or damage for any building and all related improvements and contents therein on the premises on a replacement cost basis throughout the term of the contract. (e) General Provisions. All insurance coverage shall be placed with a carrier licensed to do business in the State of Montana or by a domiciliary state and with a Best's rating of at least A-, or by a public entity self-insured program either individually or on a pool basis as provided by Title 2, MCA. All certificates and endorsements are to be received by the Department prior to beginning any activity provided for under the Contract. Contractor shall notify the Department immediately of any material change in insurance coverage, such as changes in limits, coverage, change in status of policy, etc. The Department reserves the right to request complete copies of Contractor's insurance policy including endorsements at any time. Section 21. INDEPENDENT CONTRACTOR The Contractor and its employees or agents performing under this Contract are not employees or agents of the Department. The Contractor will not claim to be an officer or employee of the Department by reason of this Contract, nor will it make any claim of right, privilege or benefit which would accrue to a civil service employee of the State of Montana. Section 22. DEBARMENT The Contractor certifies and agrees to ensure during the term of this Contract that neither it nor its principals, contractors, or subcontractors are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this Contract by any governmental department or agency. If the Contractor cannot certify this statement, it has attached a written explanation for review by the Department. 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. 34 Page 12 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-19-12 Montana Department of Commerce Updated 12-26-18 City of Bozeman 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, the Contractor shall return all funds received under 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 herein or as otherwise legally available, including but not limited to damages and specific performance. 35 Page 13 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-19-12 Montana Department of Commerce Updated 12-26-18 City of Bozeman Section 26. NO WAIVER OF BREACH No failure by the Department to enforce any provisions hereof after any event of breach shall be deemed a waiver of its rights with regard to that event, or any subsequent event. No express failure of any event of breach shall be deemed a waiver of any provision hereof. No such failure or waiver shall be deemed a waiver of the right of the Department to enforce each and all of the provisions hereof upon any further or other breach on the part of the Contractor. Section 27. COMPLIANCE WITH WORKERS’ COMPENSATION ACT The Contractor accepts responsibility for supplying, and requiring all subcontractors to supply, the Department with proof of compliance with the Montana Workers’ Compensation Act while performing work for the State of Montana. (Mont. Code Ann. §§ 39-71-401, 39-71-405, and 39-71-417.) Neither the Contractor nor its employees are employees of the State. The proof of insurance/exemption must be in the form of workers’ compensation insurance, an independent contractor exemption, or documentation of corporate officer status and must be received by the Department within 10 working days of the execution of this Contract, and must be kept current for the entire term of the contract. CONTRACTS WILL BE TERMINATED PURSUANT TO THE PROVISIONS OF SECTION 24 TERMINATION OF CONTRACT IF THE CONTRACTOR FAILS TO PROVIDE THE REQUIRED DOCUMENTATION WITHIN THE ALLOTTED TIME FRAME. Coverage may be provided through a private carrier or through the State Compensation Insurance Fund (406) 444-6500. An exemption can be requested through the Department of Labor and Industry, Employment Relations Division (406) 444-1446. Corporate officers must provide documentation of their exempt status. Section 28. FORCE MAJEURE Neither party shall be responsible for failure to fulfill its obligations due to causes beyond its reasonable control, including without limitation, acts or omissions of government or military authority, acts of God, materials shortages, transportation delays, fires, floods, labor disturbances, riots, wars, terrorist acts, or any other causes, directly or indirectly beyond the reasonable control of the non-performing party, so long as such party is using its best efforts to remedy such failure or delays. 36 Page 14 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-19-12 Montana Department of Commerce Updated 12-26-18 City of Bozeman 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. 37 Page 15 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-19-12 Montana Department of Commerce Updated 12-26-18 City of Bozeman Section 35. INTEGRATION This contract contains the entire agreement between the parties, and no statements, promises, or inducements of any kind made by either party, or the agents of either party, not contained herein or in a properly executed amendment hereto are valid or binding. Amendments to this contract must be signed by both parties. IN WITNESS OF THE TERMS SET OUT ABOVE, the parties hereto have caused this Contract to be executed on the dates set out below. By: ________________________________________________________________ Cyndy Andrus Date Mayor, City of Bozeman ATTEST: _______________________________________________________________ Robin Crough Date Clerk, City of Bozeman By: ________________________________________________________________ Tara Rice Date Director, Montana Department of Commerce 38 Business Assistance Agreement with Management Plan 1 Government and Assisted Business AGREEMENT BETWEEN THE CITY OF BOZEMAN AND MEATEATER, INC. Grant MT-BSTF 1-19-12 A. PARTIES: The parties to this contract (the Contract) are the CITY OF BOZEMAN, PO Box 1230, Bozeman, MT 59771-1230 (the “Government”), and MEATEATER,1203 N. Rouse Ave., STE 3B, Bozeman MT 59715-2940 (the “Assisted Business”); Tax identification number (82- 4124267). B. PURPOSE: The purpose of this Contract is for the Assisted Business to use up to $50,000.00 in Big Sky Economic Development Trust Fund (the “BSTF”) grant funds, to be used as follows:  Up to $46,000.00 to assist with equipment, furniture, fixtures and wage reimbursement for net new jobs created. a. The Assisted Business has agreed to create 10 eligible net new jobs at the project site located at Bozeman, MT (the “Project Site”) in the Government’s jurisdictional area within the Contract time period. An eligible net new job is defined as one that is new to the company and has not been filled on or before January 16, 2019. 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 $19.58 per hour, (excluding benefits). c. In addition, MeatEater, Inc., 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 or up to $50,000 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 hereto agree as follows: 1. SCOPE AND DUTIES: The Government and the Assisted Business shall engage in activities as set forth in the Government’s Montana Department of Commerce (“Department”) BSTF application, including any written modifications resulting from the review of the application by the Department for grant assistance, all of which, by this reference are made a part hereof. The Government 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 Government will only release funds to reimburse eligible and documented costs. Management of the BSTF grant is referenced in the attached Exhibit A of this Contract. 2. REPORTING: Unless otherwise specified by the Government, the Assisted Business will also submit Project Progress Reports quarterly to the Government and the Department until the Assisted Business receives Contract closeout approval from the Government and Department. The Project Progress Report must be provided on or before April 15, July 15, October 15 and January 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: 39 Business Assistance Agreement with Management Plan 2 Government and Assisted Business  Certified employment documentation from the Assisted Business that includes the breakdown of jobs created, using the Job Status Spreadsheet and accompanying Job Certification Form; and  Written Progress Report that should include the following items: o detailing progress towards achieving the hiring objectives and project goals that were described in the application with projected completion date; o any difficulties encountered in working towards these goals; o any changes within the assisted business structure, business name or changes to its registration with the Montana Secretary of State’s office; and o any other pertinent information. In drawing against the reserved amount, the Assisted Business shall:  Provide a Project Progress Report, and a current, signed Job Creation Spreadsheet and Certification as noted above;  Provide documentation of eligible reimbursable costs/match-usually consultant invoices; and  Update the Invoice Tracking spreadsheet, with updates of latest invoices included. 3. COMPENSATION AND CONSIDERATION: The total amount to be reimbursed to the Assisted Business under the Contract shall be up to $50,000.00 (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 $46,000.00 (total BSTF award, minus grant administration) dollars for the entire Contract. The Government will not reimburse the Assisted Business for any costs incurred prior to January 16, 2019, nor for any expenses not included in the approved budget or not clearly and accurately supported by the Assisted Business’s records. a) The Government will authorize the Assisted Business to draw up to $46,000.00 (total BSTF award minus grant administration) against the funding reserved for the Assisted Business by the Department. Unless otherwise authorized by the Government, 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. b) If the Government determines that the Assisted Business has failed to satisfactorily carry out the duties and responsibilities under the Contract, the Government may revoke the Assisted Business's ability to access additional funds until such time as the Government and the Assisted Business agree on a plan to remedy the deficiency. c) The Government may recapture funds and return funds to the Department if:  At the end of the contract period the Department has overpaid based on the number of net new jobs at the end of the contract period; or  The Assisted Business ceases operations at the Project Site within the contract period. d) The Government 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. 40 Business Assistance Agreement with Management Plan 3 Government and Assisted Business e) The Assisted Business certifies that no request for reimbursement submitted for eligible expenses under this Contract shall duplicate any expense submitted to the Department for reimbursement under any other program administered by the Department. 4. PERIOD OF CONTRACT: The Contract will be in effect for the period commencing January 16, 2019 and will expire once the Montana Department of Commerce officially closes out the BSTF grant award to the Government. With approval by the Department, the Government reserves the right to extend this Contract based on, but not limited to, the Assisted Business’s performance of the contracted activities, and the Assisted Business’s compliance with program requirements. This would include but not limited to: a) The Assisted Business has created the net new jobs paying the BSTF wage rate per the original application; and b) The submission of:  a new Job Creation Report and executed Certification form;  A formal request from the Government, that provides the Department with a clear picture of the current business activities which clearly outlines why a contract extension is being requested;  A new hiring plan that covers the extension period; and  Any additional information as requested by the Department in making their determination of approval. 5. LIAISON: The contact person for the City of Bozeman is Brit Fontenot, Director of Economic Development (406) 582-2258, or successor, and Jen Nord, VP of Finance, MeatEater, Inc., (406) 570-2834 or successor for the Assisted Business. 6. SIGNATORY JOB CREATION REPORTING: The person responsible for approving and signing the Job Creation Certification for the Assisted Business is Kevin Sloan, CEO, MeatEater, Inc., (406) 595-6600 or successor, or Jen Nord, VP of Finance, MeatEater, Inc. 7. PROJECT MONITORING: 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. 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. 7. COMPLIANCE WITH WORKERS’ COMPENSATION ACT: The Assisted Business accepts responsibility for supplying, and requiring all subcontractors to supply, the Government 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 41 Business Assistance Agreement with Management Plan 4 Government and Assisted Business the Assisted Business nor its employees are employees of the Government. 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 Government 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. ACCESS AND RETENTION OF RECORDS: Upon receipt of reasonable advance notice, the Assisted Business agrees to provide the Government, 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. 9. 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 Government, 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 Government 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 Government 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 Government 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 Government may approve 42 Business Assistance Agreement with Management Plan 5 Government and Assisted Business requests by the Assisted Business for reimbursement of expenses incurred. The Government’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. 10. COMPLIANCE WITH LAWS: The Assisted Business must, in performance of work under this Contract, fully comply with all applicable federal, state, local and tribal laws, rules and regulations, including Executive Order No. 12-2015 Amending and Providing For Implementation of the Montana Sage Grouse Conservation Strategy , the Montana Human Rights Act, the Civil Rights Act of 1964, the Age Discrimination Act of 1975, the Americans with Disabilities Act of 1990, and Section 504 of the Rehabilitation Act of 1973 and the Patient Protection and Affordable Care Act (“Affordable Care Act”). Any subletting or subcontracting by the Assisted Business subjects subcontractors to the same provisions. In accordance with Mont. Code Ann. § 49-3-207, Executive Order No. 04-2016, the Assisted Business agrees that the hiring of persons to perform the Contract will be made on the basis of merit and qualifications and there will be no discrimination based upon race, color, sex, pregnancy, childbirth or medical conditions related to childbirth, political or religious affiliation or ideas, culture, creed, social origin or condition, genetic information, sexual orientation, gender identity or expression, national origin, ancestry, age, disability, military service or veteran status, or marital status. The Affordable Care Act requires an Assisted Business, if the Assisted Business is an applicable large employer under the ACA, to provide healthcare coverage for its employees, who provide services for the State and work for 30 or more hours per week. This coverage must also cover the eligible employee’s dependents under the age of 26. The coverage must (a) meet the minimum essential coverage, minimum value, and affordability requirements of the employer responsibility provisions under Section 4980H of the Code (ACA), and (b) otherwise satisfy the requirements of the Code § 4980 H (ACA) if provided by the State. Kevin Sloan, CEO Date MeatEater, Inc. Jen Nord, VP of Finance Date MeatEater, Inc. Cyndy Andrus, Mayor Date for City of Bozeman Commission 43 Business Assistance Agreement with Management Plan 6 Government and Assisted Business ATTEST: Legal Review 44 Business Assistance Agreement with Management Plan 7 Government and Assisted Business Exhibit A MANAGEMENT PLAN On January 16, 2019, the City of Bozeman, was awarded a grant from the Big Sky Economic Development Trust Fund (BSTF) Program to assist MeatEater, Inc., with business expansion and creation of new jobs in Montana. 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 MeatEater, Inc., (the Assisted Business): a. Cyndy Andrus, as the City of Bozeman’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 the Assisted Business. The City of Bozeman Commissioners will approve and sign administrative documents and approve all payment requests to the BSTF program. The City of Bozeman Commissioners will approve all contracts and payment requests. The telephone number for the Chief Elected Official is (406) 582-2383. b. Greg Sullivan, The City of Bozeman’s 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, The City Clerk, has been designated as the Fiscal Officer and will be responsible for maintaining all financial records related to the BSTF grant funds for the Government. Telephone: (406) 582-2321. d. Brit Fontenot, City of Bozeman, Director of Economic Development, will be responsible for maintaining all official records related to the BSTF grant for the Government. Telephone: (406) 582-2258. 2. Prospera Business Network (PBN) The EDO will provide general technical assistance, coordination of funding sources, assurances of compliance with all applicable state requirements for the BSTF grant program. The Government has designated the EDO as its Administrator. The following PBN personnel will be responsible for the project: a. Paul Reichert, Executive Director, will be responsible for all official contacts with the City of Bozeman on behalf of the PBN. Telephone: (406) 587-3113. 45 Business Assistance Agreement with Management Plan 8 Government and Assisted Business b. Carolyn Murray, Finance and Accounting Manager and Amanda Brown, Development Assistant, will serve as the PBN Administrators and will be responsible for overall coordination of the BSTF grant awarded to the City of Bozeman. Telephone: (406) 587-3113. 3. MeatEater, Inc. The following Assisted Business Officer will be responsible for the implementation of the project: a. Kevin Sloan, CEO, MeatEater, Inc., will serve as the Business Official for the Assisted Business. This person will have responsibility for all official contacts with the Government. Telephone: (406) 595-6600. b. Jen Nord, VP of Finance, MeatEater, Inc., will serve as the Business Contact for the Assisted Business and will be the liaison with the EDO and the BSTF Department Staff. Telephone: (406) 570-2834. B. PROJECT MANAGEMENT 1. Brit Fontenot, Director of Economic Development, will: a. Work with the EDO Administrator and the Department in the timely execution of the BSTF contract between the Government and the Department. b. Work with the EDO 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 EDO Administrator and approval by the 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. Carolyn Murray, Finance and Accounting Manager, and Amanda Brown, Development Assistant, the EDO Administrator(s) are responsible for the following day to day project activities and will: a. Assisting the Government and the Department in developing the Government contract, along with all the required paperwork, with the Department that will address all requirements related to effective project start-up and implementation. b. Assisting the Government and the Assisted Business with the preparation of a Business Assistance Agreement. 46 Business Assistance Agreement with Management Plan 9 Government and Assisted Business 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, processing payment requests and preparing payment requests for the Department, including the Request for Payment Form and the Project Progress Report with each payment request and quarterly as specified by the Department. h. Assist the Government 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 the Government. k. Attending City of Bozeman Commissioners meetings to provide project status reports and representing the BSTF project at any other public meetings as deemed necessary by the City. l. It is understood and agreed that the EDO’s services within this Management Plan does not include any of the following: the disbursement or accounting of funds distributed by the Government’s financial officer, legal advice, fiscal audits or assistance with activities not related to the BSTF project. 3. Jen Nord, VP of Finance, MeatEater, Inc., Business Contact, will: a. Will oversee the compliance with the proposed Hiring Plan as submitted in the BSTF Application. b. With assistance of the EDO Administrator, prepare the Job Creation Reports, Job Creation Certifications and Progress Reports. c. Provide copies of invoices for reimbursement by the BSTF Program and to satisfy the matching funds requirement. d. Maintain own project files. 47 Business Assistance Agreement with Management Plan 10 Government and Assisted Business e. Assist the Project Manager, EDO Administrator with monitoring of the project. f. Will notify the Government Project Manager, EDO Administrator and Montana Department of Commerce of any changes within its business structure, business name or changes to its registration with the Montana Secretary of State’s office. C. FINANCIAL MANAGEMENT As designed in the BSTF contract, the total amount of the BSTF award will not exceed $50,000. 1. Government – Awardee The Fiscal Officer will be responsible for: a. Depositing and recording the BSTF funds into the City of Bozeman’s 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 Government’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 the City of Bozeman’s offices. 2. Economic Development Organization - Administration Funds a. Administrative payments will consist of reimbursement for actual time and costs incurred. The EDO may receive up to $400.00 per eligible net new job created by the Assisted Business for documented cost with reimbursement not to exceed a total of $4,000.00. b. If an additional award is made for year two to the City of Bozeman, to assist MeatEater, Inc., and for the creation of up to 10 additional jobs, that assistance reimbursement would be for additional funds up to $50,000, with up to $4,000 for admin expenses and up to an additional $46,000 to go to MeatEater, Inc. 3. Business - Project Funds The Business Contact will be responsible for: a. Supply invoices for reimbursement and match requirement, and update the tracking spreadsheet for completeness and accuracy. b. Ensuring accurate deposit for each draw taken and recording the funds into the Assisted Business’s existing accounting system. 48 Business Assistance Agreement with Management Plan 11 Government and Assisted Business c. With the assistance of the Project Manager, preparing the final financial report for the project Closeout Certification. d. The original financial documents (claims with all supporting documents attached) will be retained in the Assisted Business’s office files for at least three years. The Government’s application to the Department for BSTF funding, dated December 19, 2018, 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 the Government. 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: GOVERNMENT PROJECT MANAGER GOVERNMENT FISCAL OFFICER Brit Fontenot Date Kristin Donald Date Dir. of Economic Development Finance Director City of Bozeman City of Bozeman EDO ADMINISTRATOR BUSINESS CONTACT Carolyn Murray Date Jen Nord Date Finance and Accounting Manager VP of Finance Prospera Business Network MeatEater Inc EDO ADMINISTRATOR Amanda Brown Date Development Assistant Prospera Business Network IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the ______ day of _________________, 20__. 49 Business Assistance Agreement with Management Plan 12 Government and Assisted Business Cyndy Andrus Date Paul Reichert Date Mayor Executive Director City of Bozeman Prospera Business Network Kevin Sloan Date CEO MeatEater, Inc. 50 51