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15- City Grant #2015-008 Big Sky Trust Fund Mt. Instruments
City of Bozeman Grant Routing Cover Sheet This form is used in conjunction with Administrative Order 2014-01, adopting the Grant Application and Reception Policy. When a Department Director signs grant documents under this provision, they are certifying that they understand and will carry out the provisions of the grant and its impact on city operations and finances. All the required boxes must be initialed by the appropriate departments. Use a separate routing sheet for each phase of the grant process. Utilize assigned grant number for each phase for tracking purposes. SCC: IIS- rv►ffll % Grant Document Title: JY!Q5k-6Lrant # (issued by City Clerk):5IMS 6'i} g CFDA # (applies to Federal grants) Grant Total: Grant Match: Department:' MmI'0_ l /COY•_ Grant Project Manager: ink& Phase of Process: NoticeofIntent Application ry Award/Contract Date Document Signed: J ��`' For all grants under $20,000 in Department Finance Office City Manager Original Signed value. Director Grant Documents to City Clerk Does not require approval on Commission meeting agenda - ` For all grants over $20,000 in Department Finance Office City Manager Original Signe. value. Director Grant Doc to Cit e . *Department Director initials City verify notification to Commission and City Manager - ` within 30 days of grant application. REQUIRES City Commission Approval DATE of COMM SSION MEETING: Presented by I /IConsent F Action Revised 10/27/2014 MONTANA DEPARTMENT OF COMMERCE BIG SKY ECONOMIC DEVELOPMENT TRUST FUND BUSINESS ASSISTANCE AGREEMENT The Business Assistance Agreement is between the local or tribal government and the assisted business. The Department recommends that the Agreement address the following items: a. A commitment to create the agreed upon new eligible jobs and the lengths of time those jobs must be sustained to receive funds or to avoid an obligation to reimburse the Department. b. Requirements that the assisted business maintain existing jobs in Montana. c. A commitment by the assisted business to make the required matching investments, at the agreed upon Montana location, within the required Contract time period. d. An obligation to provide proof of any new jobs created, existing jobs retained, and/or new investment made. e. The conditions with which the assisted business must comply to receive the benefits of the BSTF program award made to the local or tribal government. f. The terms under which an assisted business will be deemed to have met or failed to meet the terms of the agreement. g. The terms and procedure by which any previously disbursed funds may be recaptured by the local or tribal government or the Department under circumstances in which the assisted business has failed to meet its commitments. h. Permit the Department, Legislative Auditors, or the local or tribal government access to all records necessary to evaluate the compliance with Department policies and the program's administrative rules and all agreements executed under them. i. A certification that the assisted business will not discriminate against any employee or against any person seeking employment based upon race, color, religion, creed, political ideas, sex, age, marital status, physical or mental disability, or national origin. j. The Assisted Business must comply with the Montana Workers' Compensation Act (Montana Code Annotate 39-71-120, 39-71-401 and 39-71.405) k. The Assisted Business must be registered with the Secretary of State. Category I Assistance Agreement 1 Form Effective Date: May 29, 2013 MONTANA DEPARTMENT OF COMMERCE BIG SKY ECONOMIC DEVELOPMENT TRUST FUND A. PARTIES: The parties to this contract (the Contract) are the City of Bozeman, (the "City), and Montana Instruments Corporation 151 Evergreen Drive, Suite D, Bozeman, MT 59715, (the "Assisted Business"). B. PURPOSE: The purpose of this Contract is for the Assisted Business to use up to $121,125.00 in Big Sky Economic Development Trust Fund (BSTF) grant funds, to be used as follows: • Up to $121,125.00 to assist with the purchase of equipment. a. The Assisted Business has agreed to create up to 17 eligible net new jobs at the project site located at 151 Evergreen Drive, Suite D, Bozeman MT 59715 (the "Project Site") in the City of Bozeman's jurisdictional area within the Contract time period. An eligible net new job is defined as one that is new to the company and has not been filled on or before March 13, 2015. Eligible new job criteria is a full-time job, meaning a predominantly year-round position requiring an average of 35 hours of work each week; and b. Pays wages that meet or exceed $18 to $40 per hour, excluding benefits. In addition, the the Assisted Business has agreed to a total new investment at the Project Site, which is equal to or greater than $1 for every $2 of BSTF financial assistance received, within this Contract time period. • The BSTF benefit certification will be provided, which by this reference is made a part of this contract. NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties hereto agree as follows: 1. SCOPE AND DUTIES: The City of Bozeman and the Assisted Business shall engage in activities as set forth in the City of Bozeman's Montana Department of Commerce (Department) BSTF application, including any written modifications resulting from the review of the application by the Department for grant assistance and the agreement between the City and the Montana Department of Commerce (Contract form #MT-BSTF-1-15-09, all of which, by this reference are made a part hereof. The City of Bozeman shall enter into this Assistance Agreement with the Assisted Business that shall be approved in writing by the Department before the release of funds. The City of Bozeman will only release funds to reimburse eligible and documented costs. Funds can be requested by sending a request for payment, in the format prescribed by the City of Bozeman, signed by a duly authorized representative of the Assisted Business. Project Progress Reports, in the format prescribed by the City of Bozeman, shall be submitted with each request for funds. 2. REPORTING: Unless otherwise specified by the City of Bozeman, the Assisted Business will also submit Project Progress Reports biannually to the City of Bozeman and the Department Category I Assistance Agreement 2 Form Effective Date: May 29, 2013 until the Assisted Business receives Contract closeout approval from the City of Bozeman. The Project Progress Report must be provided on or before January 31 st and July 31 st for each year of the Contract time period and at closeout of the Contract. The Project Progress Reports shall include, but are not limited to, the following information: a) Certified employment documentation from the Assisted Business that includes the identification of all employees in Montana, corresponding employee name, number, title, current hourly wage, date of hire, termination date if applicable, hourly wage at time of hire, average working hours per week and the physical location where the employee is principally employed; b) Total cost and breakdown for the activities that funds are being requested; c) Amount of matching funds expended to date; d) Total amount requested and total remaining under the Contract; and e) Any other pertinent information related to the grant and progress of the project. 3. COMPENSATION AND CONSIDERATION: The total amount to be reimbursed to the Assisted Business under the Contract shall be up to $7,500.00 per eligible net new job created by the Assisted Business for documented costs with reimbursement not to exceed a total of $127,500.00, minus grant administration dollars for the entire Contract. A new job must pay the average weekly wage that meets or exceeds the lesser of 170% of Montana's current minimum wage *AND/OR* the current average weekly wage of the county in which the employees are to be principally employed. The value of employee benefits can be included in this wage. The current average annual, weekly and hourly wage thresholds may be obtained through the BSTF program web site at www.bstf.mt.gov or may be requested from the Department. These figures are based upon the average weekly wage data produced by the Montana Department of Labor and Industry for the most current year available. An eligible net new job is defined as the following: a. Anew job to the company was created or filled on or after March 13, 2015; b. Have at a minimum, a full-time job, meaning a predominantly year-round position requiring an average of 35 hours of work each week; and c. The job pays wages that meet or exceed $18.00 to $40.00 per hour. The City of Bozeman will not reimburse the Assisted Business for any costs incurred prior to March 13, 2015, nor for any expenses not included in the approved budget or not clearly and accurately supported by the Assisted Business's records. The Assisted Business shall satisfy the matching funds requirements consistent with the purposes expressed in the City of Bozeman's application during the period of the Contract and shall meet or exceed the 1 : 2 required match ratio. a) The City of Bozeman will authorize the Assisted Business to draw up to $121,125.00 against the funding reserved for the Assisted Business by the Department. In drawing against the reserved amount, the Assisted Business shall follow the instructions supplied by the City of Bozeman. Unless otherwise authorized by the City of Bozeman, the Assisted Business may receive grant funds periodically over the Contract period only upon documenting the expenditure of the required matching funds and the creation of the eligible net new jobs by the Assisted Business, and after incurring eligible expenses. Upon reasonable request, the Assisted Business shall provide substantiation of its Category I Assistance Agreement 3 Form Effective Date: May 29, 2013 investment in capital in excess of the required $63,750.00 new investment at the project site. b) If the City of Bozeman determines that the Assisted Business has failed to satisfactorily carry out the duties and responsibilities under the Contract, the Department may revoke the Assisted Business's authority to draw against the reserved amount described herein until such time as the City of Bozeman and the Assisted Business agree on a plan to remedy the deficiency. c) The Assisted Business agrees that if it ceases operations at the Project Site during the Contract period, the Assisted Business shall immediately reimburse the entire amount of the grant advanced up to that time to the Department. If the Assisted Business does not create the projected number of net new jobs that meet BSTF program eligibility requirements, the Assisted Business agrees that it shall reimburse the City of Bozeman a prorated portion of any BSTF funds advanced based on documentation of the actual eligible net new jobs created by the Assisted Business. d) The City of Bozeman reserves the right to withdraw a commitment for any BSTF funds which remain un -disbursed at Contract closeout or at the end of the Contract period. e) The Assisted Business certifies that no request for reimbursement submitted for eligible expenses under this Contract shall duplicate any expense submitted to the Department for reimbursement under any other program administered by the Department. 4. PERIOD OF CONTRACT: The Contract will be in effect for the period commencing March 13, 2015 and ending March 13, 2017 unless otherwise terminated by law or in compliance with the terms of the Contract. 5. SUB-RECIPIENT/LIAISON: The Assisted Business recognizes the City of Bozeman entered into a Sub -Recipient Agreement for administration of the BSTF funds with Prospera Business Network. The Assisted Business shall comply with all requests from Prospera for documents and information. The contact person for the City of Bozeman is Brit Fontenot, the contact person for the contract administrator, Prospera Business Network is Stuart R. Leidner, Executive Director, or successor, and Krista Kubischta, Administrative Assistant, or successor for the Assisted Business. 6. SIGNATORY JOB CREATION REPORTING: The person responsible for approving and signing the Job Creation Certification for Montana Instruments Corporation is Krista Kubischta, or successor. 7. INSURANCE: The Assisted Business shall maintain for the duration of the grant, at its cost and expense, insurance against claims for injuries to persons or damages to property, including contractual liability, which may arise from or in connection with regards to the performance of the requirements of this grant. This insurance shall cover such claims as may be caused by any negligent act or omission. Specific Requirements for Commercial General Liability Insurance. The Assisted Business shall purchase and maintain occurrence coverage with combined single limits for bodily injury, personal injury, and property damage of $1,000,000 per occurrence and $2,000,000 aggregate Category I Assistance Agreement 4 Form Effective Date: May 29, 2013 per year to cover such claims as may be caused by any act, omission, or negligence of the Assisted Business or its officers, agents, representatives, assigns, or subcontractors. The Assisted Business shall at the Assisted Business's expense for the duration of the grant secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Assisted Business in this Agreement. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Assisted Business in Sections 8 and 23. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City and the Assisted Business shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: • Workers' Compensation — statutory; • Employers' Liability - $500,000 each employee, $500,000 each accident and $500,000 per policy; and • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate. The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional or named insured on a primary non- contributory basis on both the Commercial General Liability policy. The insurance and required endorsements must be in a form suitable to City and shall include no less than a sixty (60) day notice of cancellation or non -renewal. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. The Assisted Business shall notify City within two (2) business days of the Assisted Business's receipt of notice that any required insurance coverage will be terminated or the Assisted Business's decision to terminate any required insurance coverage for any reason. The City must approve all insurance coverage and endorsements prior to the the Assisted Business obtaining funds under this Agreement. Category I Assistance Agreement 5 Form Effective Date: May 29, 2013 8. COMPLIANCE WITH WORKERS' COMPENSATION ACT/INDEPENDENT CONTRACTOR: The Assisted Business is required to supply the City of Bozeman with proof of compliance with the Montana Workers' Compensation Act while performing work for the State of Montana. (Mont. Code Ann. §§ 39-71-120, 39-71-401, and 39-71-405.) Neither the Assisted Business nor its employees are employees of the City of Bozeman or the State. The proof of insurance/exemption must be in the form of workers' compensation insurance, an independent contractor exemption, or documentation of corporate officer status, and must be received by the City of Bozeman within 10 working days of the execution of this Contract and must be kept current for the entire term of the Contract. CONTRACTS WILL BE TERMINATED PURSUANT TO THE PROVISIONS OF SECTION 9 IF THE ASSISTED BUSINESS FAILS TO PROVIDE THE REQUIRED DOCUMENTATION WITHIN THE ALLOTTED TIME FRAME. Coverage may be provided through a private carrier or through the State Compensation Insurance Fund (406) 444-6500. An exemption can be requested through the Department of Labor and Industry, Employment Relations Division (406) 444-1446. Corporate officers must provide documentation of their exempt status. The parties agree the Assisted Business is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. The Assisted Business is not subject to the terms and provisions of the City's personnel policies handbook and no employee, officer, or agent of the Assisted Business may be considered a City employee for workers' compensation or any other purpose. The Assisted Business is not authorized to represent the City or otherwise bind the City in any dealings between the Assisted Business and any third parties. The Assisted Business shall comply with the applicable requirements of the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA, and, as described above, shall maintain workers' compensation coverage for all members and employees of Contractor's business, except for those members who are exempted by law. Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. 9. FAILURE TO HONOR CONTRACT: If the Assisted Business refuses or fails to deliver in accordance with the Contract terms and conditions, the State of Montana Procurement Bureau may, in its discretion, suspend the Assisted Business for a period of time from entering into any contracts with the State of Montana. 10. ACCESS AND RETENTION OF RECORDS: Upon receipt of reasonable advance notice, the Assisted Business agrees to provide the City of Bozeman, Montana Department of Commerce, Legislative Auditor or their authorized agents, access to any records necessary to Category I Assistance Agreement 6 Form Effective Date: May 29, 2013 determine contract compliance. The Assisted Business agrees to create and retain records supporting the BSTF project activities for a period of three years after either the completion date of the Contract or the conclusion of any claim, litigation, or exception relating to the Contract taken by the State of Montana or third party. 11. TERMINATION OF CONTRACT: This Contract may only be terminated in whole or in part as follows: (a) Termination Due to Loss or Reduction of Funding. The City of Bozeman, at its sole discretion, may terminate or reduce the scope of this Contract if available funding sources are eliminated or reduced for any reason. If a termination or modification is so required, the City of Bozeman may, if sufficient program funds are available, compensate the Assisted Business for eligible services rendered and actual, necessary, and eligible expenses incurred as of the revised termination date. The City of Bozeman will notify the Assisted Business of the effective date of the termination or modification of this Contract and, if a reduction in funding is required, will provide the Assisted Business with a modified Project budget. (b) Termination for Cause with Notice to Cure Requirement. The City of Bozeman may terminate this Contract for failure of the Assisted Business, its contractors, or subcontractors to perform or comply with any of the services, duties, terms or conditions contained in this Contract after giving the Assisted Business written notice of the stated failure. The written notice will demand performance of the stated failure within a specified period of time of not less than thirty (30) days. If the demanded performance is not completed within the specified period, the termination is effective at the end of the specified period. (c) Effect of Termination. In the event of termination due to the Assisted Business's, its contractors', or subcontractors' failure to perform or comply with any of the services, duties, terms, or conditions of this Contract, any costs incurred will be the responsibility of the Assisted Business. However, at its sole discretion, the City of Bozeman may approve requests by the Assisted Business for reimbursement of expenses incurred. The City of Bozeman's decision to authorize payment of any costs incurred or to recover expended Program funds will be based on a consideration of the extent to which the expenditure of those funds represented a good faith effort of the Assisted Business to comply with the any of those services, duties, terms, or conditions of this Contract, and on whether the failure to comply with any of those services, duties, terms, or conditions resulted from circumstances beyond the Assisted Business's control. 12. UNAVAILABILITY OF FUNDING: The City of Bozeman may, at its sole discretion, terminate or reduce the scope of the Contract if available funding is eliminated or reduced for any reason. 13. U.S. FUNDS: All prices and payments must be in U.S. dollars. 14. DEFAULT: Failure on the part of either party to perform the provisions of the Contract constitutes default. Default may result in the pursuit of remedies for breach of contract, including but not limited to damages and specific performance. 15. CONFORMANCE WITH CONTRACT: No alteration of the terms, conditions, delivery, price, quality, quantities, or specifications of the Contract shall be granted without prior written consent Category I Assistance Agreement 7 Form Effective Date: May 29, 2013 of the Department. Supplies delivered which do not conform to the Contract terms, conditions, and specifications may be rejected and returned at the Assisted Business's expense. 16. VENUE: The Contract is governed by the laws of Montana. The parties agree that any litigation concerning the Contract must be brought in the 18th Judicial District in and for the County of Gallatin, State of Montana, and each party shall pay its own costs and attorney fees. (Mont. Code Ann. § 18-1-401.) 17. COMPLIANCE WITH LAWS: The Assisted Business must, in performance of work under this Contract, fully comply with all applicable federal, state, and tribal laws, rules, policies, and regulations, concerning, but not limited to, human rights, civil rights, employment law, and labor law. The Assisted Business shall promptly refer to the City of Bozeman any credible evidence that a principal, employee, agent, contractor, subcontractor, or other person has submitted any false claim or has committed any criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving funds provided under this Contract. 18. DISABILITY ACCOMMODATIONS/NON-DISCRIMINATION: The City of Bozeman does not discriminate on the basis of disability in admission to, access to, or operations of its programs, services, or activities. Individuals, who need aids, alternative document formats, or services for effective communications or other disability -related accommodations in the programs and services offered, are invited to make their needs and preferences known to this office. Interested parties should provide as much advance notice as possible. In addition to the above, the Assisted Business will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti -discrimination laws, regulations, and contracts. The Assisted Business will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Assisted Business shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. The Assisted Business shall require these nondiscrimination terms of its sub -contractors providing services under with the funds provided pursuant to this agreement. 19. ASSIGNMENT, TRANSFER AND SUBCONTRACTING: The Assisted Business shall not assign, transfer or subcontract any portion of the Contract without the express written consent of the City of Bozeman and the Montana Department of Commerce. (Mont. Code Ann. § 18-4- 141.) 20. MODIFICATION: The Contract may not be enlarged, modified, amended or altered except upon written agreement signed by all parties to the Contract. Category I Assistance Agreement 8 Form Effective Date: May 29, 2013 21. NOTICE: All notices required under the provisions of the Contract must be in writing and delivered to the parties' liaisons either by regular mail or personal service. 22. SEPARABILITY: A declaration by any court, or any other binding legal source, that any provision of the Contract is illegal and void shall not affect the legality and enforceability of any other provision of the Contract, unless the provisions are mutually dependent. 23. HOLD HARMLESS AND INDEMNIFICATION: The Assisted Business agrees to protect, defend, and save the State of Montana and the City of Bozeman, their elected and appointed officials, agents, and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor of the Assisted Business's employees or third parties on account of bodily or personal injuries, death, or damage to property or claims made by the Assisted Business's vendors or customers arising out of services performed or omissions of services or in any way resulting from the acts or omissions of the Assisted Business and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of the State or City of Bozeman, under the Contract. 24. REGISTRATION WITH SECRETARY OF STATE: Any business intending to transact business in Montana must register with the Secretary of State. Businesses that are incorporated in another state or country, but which are conducting activity in Montana, must determine whether they are transacting business in Montana in accordance with Mont. Code Ann. §§ 35-1- 1026 and 35-8-1001. Such businesses may want to obtain the guidance of their attorney or accountant to determine whether their activity is considered transacting business. If businesses determine that they are transacting business in Montana, they must register with the Secretary of State and obtain a certificate of authority to demonstrate that they are in good standing in Montana. To obtain registration materials, contact the Office of the Secretary of State at (406) 444-3665, or visit their website at http://sos.mt.gov. 25. TECHNOLOGY ACCESS FOR BLIND OR VISUALLY IMPAIRED: Assisted Business acknowledges that no State funds may be expended for the purchase of information technology equipment and software for use by employees, program participants, or members of the public unless it provides blind or visually impaired individuals with access, including interactive use of the equipment and services, that is equivalent to that provided to individuals who are not blind or visually impaired. (Mont. Code Ann. § 18-5-603.) Contact the State of Montana, Department of Administration, Procurement Bureau at (406) 444-2575 for more information concerning non - visual access standards. 26. REFERENCE TO CONTRACT: The Contract number MUST appear on all invoices, packing lists, packages and correspondence pertaining to the Contract. 27. INTEGRATION: The Contract contains the entire agreement between the parties, and no statements, promises, or inducements of any kind made by either party, or the agents of either party, not contained herein are valid or binding. Category I Assistance Agreement 9 Form Effective Date: May 29, 2013 Luke Lauritsen, President Montana Instruments Corporation Legal Review �aaBO, �6 1883 m®� Category I Assistance Agreement 10 Form Effective Date: May 29, 2013 MONTINS-04 JNYGREN .44cORL7 `� CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 7/22/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Bozeman Office PayneWest Insurance, Inc. 1283 North 14th Avenue Bozeman, MT 59715 CONTACT NAME: PHONE (406 586-3351 FAX ( ) Alc No Ext : ) A/c No : 406 586-0437 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Atlantic Specialty Insurance Company 03/03/2016 INSURED INSURER B: INSURERC: Montana Instruments Corporation INSURER D: 151 D Evergreen Drive Bozeman, MT 59715 INSURER E: INSURER F: A COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TypE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MMIDD POLICY EXP MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE N OCCUR X 7100354180000 03/03/2015 03/03/2016 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY—] PRO 1-1LOC JECT OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS X X NON -OWNED HIRED AUTOS AUTOS 7100354180000 03/03/2015 03/03/2016 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 7100354180000 03/03/2015 03/03/2016 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DED I X I RETENTION $ 0 $ A WORKERS COMPENSATIONX EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y❑ OFFICERIMEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N 1 A 4060428500000 03/08/2015 03/06/2016 STATUTE ER PEA E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Additional insured on a primary and non-contributory basis on general liability per policy form. 60 -day notice of cancellation on general liability per policy endorsement. CERTIFICATE HOLDER CANCELLATION City of Bozeman PO Box 1230 Bozeman, MT 59771 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. @VANTAGE FOR GENERAL LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provi- sions to determine the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Additional Insured — Broad Form Vendors 10. Coverage Territory — Worldwide 2. Additional Insured — by Contract, Agreement or 11. Duties in Event of Occurrence, Claim or Suit Permit relating to: 12. Expected or Intended Injury (PD) o Work performed by you 13. Incidental Medical Malpractice o Premises you own, rent, lease or occupy 14. Medical Payments o Equipment you lease 15. Mobile Equipment Redefined 3. Aggregate Limit Per Location 16. Newly Formed or Acquired Organizations 4. Alienated Premises 17. Non -Owned Aircraft 5. Blanket Waiver of Subrogation 18. Non -Owned Watercraft 6. Bodily Injury Redefined- Mental Anguish 19. Personal and Advertising Injury — Non 7. Broadened Named Insured Employment Related Discrimination 8. Broadened Property Damage 20. Personal Injury— Limited Contractual Liability o Borrowed Equipment Coverage o Customers' Goods 21. Product Recall Expense o Use of Elevators 22. Supplementary Payments Increased Limits 9. Broadened Property Damage Rented Premises 1. ADDITIONAL INSURED — BROAD FORM VENDORS Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to below as vendor) with whom you agreed in a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: a. This provision 1. does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty not authorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original con- tainer; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the ven- dor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or VCG 205 07 09 Includes copyrighted material of Insurance Services Office, Inc, Page 1 of 8 Copyright 2009, OneBeacon Insurance Group LLC E -INSURED (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained in Subparagraphs 4, or 6.; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally un- dertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) Any vendor, person or organization if the "products -completed operations hazard" is excluded either by the provisions of the Coverage Form or by endorsement. b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 2. ADDITIONAL INSURED — CONTRACT, AGREEMENT OR PERMIT a. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organiza- tion(s) with whom you agreed in a written contract, written agreement or permit to provide insurance such as is afforded under this Coverage Part, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omis- sions of those acting on your behalf: 1. In the performance of "your work" for the additional insured(s) at the location designated in the contract, agreement or permit; or 2. In the maintenance, operation or use of equipment leased to you by such person(s) or organization(s), or 3. In connection with premises you own, rent, lease or occupy. This insurance applies on a primary or primary and non-contributory basis if that is required in writing by the contract, agreement or permit. b. The insurance provided to the additional insured herein is limited. This insurance does not apply: 1. Unless (a) the written contract, agreement or permit is currently in effect or becomes effective during the term of this policy; and (b) the contract or agreement was executed or permit issued prior to the "bodily injury", "property dam- age", or "personal and advertising injury"; 2. To any person or organization included as an insured under the Additional Insured - Broad Form Ven- dors provision of this endorsement; 3. To any person or organization included as an insured by an endorsement issued by us and made part of this Coverage Part; 4. To any person or organization if the "bodily injury", "property damage", or "personal and advertising inju- ry' arises out of the rendering of or failure to render any professional architectural, engineering or survey- ing services by or for you including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. 5. To any: (a) Lessor of equipment after the equipment lease terminates or expires; or (b) Owners or other interests from whom land has been leased; or (c) Managers or lessors of premises if: (1) The "occurrence" takes place after you cease to be a tenant in that premises; or (2) The "bodily injury", "property damage", "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. 6. To "bodily injury, or "property damage" occurring after: (a) All work on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured at the site of the covered operations has been completed; or Page 2 of 8 Includes copyrighted material of Insurance Services Office, Inc. VCG 205 07 09 Copyright 2009, OneBeacon Insurance Group LLC (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in perform- ing operations for a principal as part of the same project. c. Limits of Insurance applicable to the additional insured are those specified in the contract, agreement or permit or in the Declarations of this policy, whichever is less, and fix the most we will pay regardless of the number of: 1. Insureds; 2. Claims made or "suits" brought; or 3. Persons or organizations making claims or bringing "suits". These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. 3. AGGREGATE LIMIT PER LOCATION a. Under Section III — Limits of Insurance, the General Aggregate Limit applies separately to each of your "locations" owned by or rented or leased to you. b. Under Section V— Definitions, the following definition is added: "Location" means premises involving the same or connecting lots, or premises whose connection is in- terrupted only by a street, roadway, waterway or right-of-way of a railroad. 4. ALIENATED PREMISES Paragraph j. (2) of 2. Exclusions of COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABIL- ITY is deleted and replaced with the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those prem- ises and occurs from hazards that were known to you or should have been known to you, at the time the property was transferred or abandoned. 5. BLANKET WAIVER OF SUBROGATION Section IV —Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the "products -completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the "bodily injury" or "property damage", that requires you to waive your rights of recovery. 6. BODILY INJURY REDEFINED — MENTAL ANGUISH Under Section V — Definitions, the definition of "bodily injury" is replaced by the following: "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 7. BROADENED NAMED INSURED Section II — Who Is An Insured is amended to include as an insured the following: Any organization which is a legally incorporated entity in which you own a financial interest of more than 50 percent of the voting stock on the effective date of this endorsement will be a Named Insured until the 180th day or the end of the policy period, whichever comes first, provided there is no other similar insurance availa- ble to that organization. The insurance afforded herein does not apply to any entity which is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 8. BROADENED PROPERTY DAMAGE — BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The insurance for "property damage" liability is subject to the following: a. The Damage To Property exclusion under Section I Coverage A is amended as follows: 1. The exclusion for personal property in the care, custody or control of the insured does not apply to "property damage" to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. VCG 205 07 09 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 8 Copyright 2009, OneBeacon Insurance Group LLC 2. The exclusions for (a) Property loaned to you; (b) Personal property in the care, custody or control of the insured; and (c) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it do not apply to "property damage" to "customers' goods" while on your premises nor do they apply to "property damage" arising from the use of elevators at premises you own, rent, lease or occupy. Subject to the Each Occurrence Limit, the most we will pay for "property damage" to "Customers' Goods" is $35,000 per "occurrence". b. Under Section V — Definitions, the following definition is added: "Customers' Goods" means goods of your customer on your premises for the purpose of being: 1. Repaired; or 2. Used in your manufacturing process. c. The insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance — Excess provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS, 9. BROADENED PROPERTY DAMAGE — RENTED PREMISES a. In the Damage To Property exclusion under Section I Coverage A, the exclusion for "property damage" to: Property you own, rent or occupy; does not apply to real property you rent or temporarily occupy with permission of the owner. b. In Section III — Limits Of Insurance, the Damage To Premises Rented To You Limit is amended as follows: Subject to the Each Occurrence Limit, $500,000 is the most we will pay under Coverage A for damages be- cause of "property damage" to any one premises while rented to you or occupied by you with permission of the owner. If any amount other than $500,000 is shown in the Declarations as the Damage To Premises Rented To You Limit, the amount shown in the Declarations will replace $500,000 as the Limit of Insurance provided for this coverage. c. The insurance afforded by this Provision 9. is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance —Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 10. COVERAGE TERRITORY —WORLDWIDE The definition of "coverage territory" is replaced by the following: "Coverage territory" means anywhere provided the insured's responsibility to pay damages must be de- termined in a settlement we agree to or in a "suit" on the merits brought within the United States of Ameri- ca (including its territories and possessions), Puerto Rico or Canada. 11. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Section IV — Duties In The Event Of Occurrence, Claim or Suit is amended by adding the following para- graphs: a. The requirements that you must 1. notify us of an "occurrence" offense, claim or "suit" and 2. send us documents concerning a claim or "suit" apply only when such "accident" claim, "suit" or "loss" is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. An executive officer of the corporation or insurance manager, if you are a corporation; or 4. A manager, if you are a limited liability company. Page 4 of 8 Includes copyrighted material of Insurance Services Office, Inc. VCG 205 07 09 Copyright 2009, OneBeacon Insurance Group LLC b. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report an 'occurrence" to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular "occurrence" is a liability claim rather than a workers compen- sation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. 12. EXPECTED OR INTENDED INJURY (PROPERTY DAMAGE) The Expected Or Intended Injury exclusion under Coverage A Bodily Injury and Property Damage is re- placed by: "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclu- sion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 13. INCIDENTAL MEDICAL MALPRACTICE — EMPLOYED PHYSICIANS, NURSES, EMT'S AND PARAMEDICS a. Under Section II—Who Is An Insured, the paragraph that excludes an employee or volunteer worker as in- sured for "bodily injury" or "personal and advertising injury" arising out of his or her providing or failing to pro- vide professional health care services does not apply to a physician, dentist, nurse, emergency medical tech- nician or paramedic employed by you if you are not engaged in the business or occupation of providing med- ical, paramedical, surgical, dental, x-ray or nursing services. b. The insurance afforded by this provision is excess over any other valid and collectible insurance whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance — Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 14. MEDICAL PAYMENTS — INCREASED LIMITS AND TIME PERIOD In the Insuring Agreement under Coverage C Medical Payments, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. a. The. Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. b. This provision 14. does not apply if Coverage C—Medical Payments is otherwise excluded either by the pro- visions of the Coverage Form or by endorsement. 15. MOBILE EQUIPMENT — SELF-PROPELLED SNOW REMOVAL, ROAD MAINTENANCE AND STREET CLEANING EQUIPMENT The following is added to the "mobile equipment" definition: Vehicles maintained primarily for purposes other than the transportation of persons or cargo that are self- propelled vehicles of less than 1,000 pounds gross vehicle weight with the following types of permanently at- tached equipment will be considered "mobile equipment": a. Snow removal; b. Road maintenance, but not construction or resurfacing; or c. Street cleaning. 16. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Under Section II — Who Is An Insured, the time period limitation for newly acquired or formed organizations is replaced by: Coverage under this provision is afforded only until the end of the current policy period. 17. NON -OWNED AIRCRAFT a. The Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liabil- ity does not apply to an aircraft that is: 1. Hired, chartered or loaned with a paid crew; and 2. Not owned by any insured. b. The insurance afforded by this provision 17. is excess over any other valid and collectible insurance (includ- ing any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, ex- cess, contingent or on any other basis. Any payments by us will follow the Other Insurance—Excess Insur- ance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. VCG 205 07 09 Includes copyrighted material of Insurance Services Office, Inc. Page 5 of 8 Copyright 2009, OneBeacon Insurance Group LLC 18. NON -OWNED WATERCRAFT a. Section II —Who Is An Insured is amended to include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: 1. 'Bodily injury" to a co -"employee" of the person operating the watercraft; or 2. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. b. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Prop- erty Damage Liability, the limitation on the length of a watercraft is increased to 55 feet. c. The insurance afforded by this provision 18. is excess over any other valid and collectible insurance (includ- ing any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, ex- cess, contingent or on any other basis. Any payments by us will follow the Other Insurance —Excess Insur- ance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 19. PERSONAL AND ADVERTISING INJURY — NON -EMPLOYMENT RELATED DISCRIMINATION The following is added to the definition of "personal and advertising injury": Discrimination because of race, color, creed, national origin, age, sex or physical disability, where insurance therefore is not prohibited by law, but only if such discrimination is: a. not done intentionally by or at the direction of: (1) the insured; or (2) any executive officer, director, stockholder, partner or member of the insured staff; and b. not directly or indirectly related to the employment, prospective employment or termination of employment of any person or persons by any insured. The insurance afforded under this provision does not apply to fines or penalties, or that portion of any award or judgment resulting from the multiplication of actual damages under state or federal law. This provision does not apply if Coverage B — Personal and Advertising Injury Liability is otherwise ex- cluded either by the provisions of this Coverage Form or by any endorsement. 20. PERSONAL INJURY — LIMITED CONTRACTUAL LIABILITY COVERAGE a. The Contractual Liability exclusion of paragraph 2. Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability is replaced by the following: 2. Exclusions This insurance does not apply to: e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to: (1) Liability for damages that the insured would have in the absence of the contract or agreement; or (2) Liability for "personal and advertising injury" if: (a) The liability pertains to your business and is required by a signed contract or agreement in which you assume the tort liability of another. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; (b) The "personal and advertising injury" occurs subsequent to the execution of the desig- nated contract or agreement; and (c) The "personal and advertising injury" arises out of the offenses of false arrest, detention or imprisonment. 21. PRODUCT RECALL EXPENSE a. With respect to this Provision 21., the Recall Of Products, Work Or Impaired Property exclusion under Coverage A Bodily Injury And Property Damage Liability is deleted. b. The following is added to Section III — Limits Of Insurance section: Page 6 of 8 Includes copyrighted material of Insurance Services Office, Inc. VCG 205 07 09 Copyright 2009, OneBeacon Insurance Group LLC 1. The Limits of Insurance shown in the Product Recall Schedule and rules below fix the most we will pay regardless of the number of (a) Insureds; (b) "Covered recalls" initiated; or (c) Number of "your products" recalled. 2. The Product Recall Aggregate Limit is the most we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. 3. Subject to 2. above, the Each Product Recall Limit is the most we will reimburse you for the sum of all "product recall expenses" arising out of any one "covered recall" for the same defect or deficiency. 4. Subject to 3. above, we will pay only the amount of "product recall expenses" in excess of the deductible amount shown in the Product Recall Schedule. Products Recall Schedule Limits of Insurance Product Recall Aggregate Limit $ 50,000 Each Product Recall Limit $ 25,000 Each Product Recall Deductible $1,000 If any limits and deductible other than those above are shown in the Declarations as the Products Recall Expense Limits, the amounts shown in the Declarations will replace the Limits of In- surance and deductible provided for this coverage. The Limits of Insurance for this coverage apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the pu r - poses of determining the Limits of Insurance. c. The following is added to the Duties In The Event Of Occurrence, Offense, Claim Or Suit provision under Section IV — Conditions: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": 1. Give us prompt notice of any discovery or notification that "your product" must be withdrawn or re- called. Include a description of "your product" and the reason for the withdrawal or recall; 2. Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance; 3. As often as may be reasonably required, permit us to inspect "your product" that demonstrates the need for the "covered recall" and permit us to examine your books and records. Also permit us to take damaged and undamaged samples of "your products" for inspection, testing and analysis; and permit us to make copies from your books and records; 4. Send us a signed, sworn, proof of loss containing the information we requested to settle the claim. You must do this within 60 days after our request. We will supply you with the necessary forms; and 5. Permit us to examine any insured under oath, while not in the presence of any other insured and at such times as may reasonably be required, about any matter relating to this insurance or your claim, in- cluding an insured's books and records. In the event of an examination, an insured's answers must be signed. d. The following definitions are added to the Definitions Section: 1. "Covered recall" means a recall made necessary because the insured or a government body has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your product" has resulted in or will result in "bodily injury" or "property damage". 2. "Product Recall Expense" means: (a) The following necessary and reasonable expenses you incur exclusively for the purpose of re- calling "your product": VCG 205 07 09 Includes copyrighted material of Insurance Services Office, Inc. Page 7 of 8 Copyright 2009, OneBeacon Insurance Group LLC (1) For communications, including radio or television announcements or printed advertisements in- cluding stationery, envelopes and postage; (2) For shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) For remuneration paid to your regular "employees" for necessary overtime; (4) For hiring additional persons, other than your regular "employees"; (5) Incurred by "employees", including transportation and accommodations; (6) To rent additional warehouse or storage space; or (7) For disposal of "your products", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal, but "product recall expenses" does not include costs of regaining your market share, goodwill, revenue or profit. (b) "Product Recall Expense" does not include any expenses resulting from: (1) Failure of any product to accomplish its intended purpose; (2) Breach of warranties of fitness, quality, durability or performance; (3) Loss of customer approval, or any cost incurred to regain customer approval; (4) Redistribution or replacement of "your product" which has been recalled by like products or sub- stitutes; (5) Caprice or whim of the insured; (6) A condition likely to cause loss of which any insured knew or had reason to know at the incep- tion of this insurance; and (7) Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found 22. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS Under Section I — Coverages, Supplementary Payments — Coverages A and B, paragraphs 1.b. and 1.d. are replaced by the following: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or de- fense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. Page 8 of 8 Includes copyrighted material of Insurance Services Office, Inc. VCG 205 07 09 Copyright 2009, OneBeacon Insurance Group LLC DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 MONTANA DEPARTMENT OF COMMERCE BIG SKY ECONOMIC DEVELOPMENT TRUST FUND PROGRAM CONTRACT # MT-BSTF-1-15-09 This Contract is entered into by the City of Bozeman, 121 North Rouse Avenue, PO Box 1230, Bozeman, Montana 59771 (the "Contractor"), and the Montana Department of Commerce, Helena, Montana (the "Department"). The Contractor and the Department hereby agree to the following terms: Section 1. PURPOSE The purpose of this Contract is to provide funding for Big Sky Economic Development Trust Fund (BSTF) Program (the Program) Category I: Economic Development Job Creation Project activities approved by the Department which the Contractor has applied for project funds pursuant to Sections 90-1-201 et seq., Montana Code Annotated (MCA). Program funds have been awarded to assist the Contractor and Montana Instruments Corporation, 151 Evergreen Drive, Suite D, Bozeman, MT 59715-2487, (the "Assisted Business") with the purchase of equipment and the creation of jobs in Montana. The Assisted Business has agreed to create 17 eligible net new jobs at the project site located at 151 Evergreen Drive, Suite D, Bozeman, MT 59715-2487 (the "Project Site") in the Contractor's jurisdictional area within the Contract time period. An eligible net new job is defined as one that is new to the company and has not been filled before March 13, 2015. Eligible new job criteria is a full-time job, meaning a predominantly year-round position requiring an average of 35 hours of work each week, and pays wages that meet or exceed $18.00 to $40.00 per hour, before the value of benefits is added. In addition, the Contractor and the Assisted Business have agreed to a total new investment at the Project Site, which is equal to or greater than $1 for every $2 of BSTF financial assistance received, within this Contract time period. Section 2. SCOPE OF WORK The Contractor hereby agrees to engage in Project activities as set forth in the Contractor's application, including any written modifications resulting from the review of the application by the Department for Project assistance, all of which, by this reference are made a part hereof. The major components of the Project include the purchase of equipment and documentation that the matching requirement has been met and documentation of eligible job creation in Bozeman, Montana, and the administration of this Contract. Page 1 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09 Montana Department of Commerce updated 6-5-13 City of Bozeman DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 Section 3. AUTHORITY This Contract is issued under authority of Title 90, Chapter 1, Part 2, Montana Code Annotated, and the Administrative Rules of Montana, Title 8, Chapter 99. Section 4. APPLICATION INCORPORATED BY REFERENCE The Contractor's application for Program assistance and all appendices thereto, including any written modifications resulting from the review of the application by the Department (collectively, the "Project"), is incorporated into this Contract by this reference and the representations made therein are binding on the Contractor. Section 5. ACCEPTANCE OF PROGRAM REQUIREMENTS (a) The Contractor shall comply with all applicable local, state, tribal, and federal laws, regulations, ordinances, and resolutions, and all administrative directives and procedures established by the Department, including all the provisions, guidelines and requirements set forth on the Program's website: http://bstf.mt.gov. (b) The Contractor expressly agrees to repay to the Department any funds advanced under this Contract that the Contractor, or its contractors, subcontractors, or sub recipient entities, or any public or private agent or agency to which it delegates authority to carry out portions of this Contract, expends in violation of the terms of this Contract, the statutes and regulations governing the Program, or any applicable local, state, tribal, or federal requirements. Section 6. EFFECTIVE DATE AND TIME OF PERFORMANCE (a) This Contract shall take effect on March 13, 2015 and will terminate upon completion of the final closeout by the Department, or by March 13, 2017, whichever comes first, unless otherwise terminated in accordance with the terms of this Contract. (b) All Program award monies must be expended by the Contractor within the timeline specified in the Contractor's application, which by reference is made a part of this Contract. The Contractor may modify the implementation schedule set forth in the Contractor's application only upon obtaining prior approval of the Department. (c) Each party, after termination of this Contract, remains subject to and obligated to comply with all legal and continuing contractual obligations arising in relation to Page 2 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09 Montana Department of Commerce updated 6-5-13 City of Bozeman DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 its duties and responsibilities that may arise under the contract including, but not limited to, record retention, audits, and indemnification. Section 7. BUDGET (a) The total amount to be awarded to the Contractor under this Contract will not exceed $127,500.00 to be used as follows: • Up to $121,125.00 to assist the Assisted Business with the purchase of equipment; and • Up to $6,375.00 for eligible administrative expenses. (b) The Project budget is set forth in the application, as submitted by the Contractor and approved by the Department, and as specifically incorporated by this reference. The Department must approve budget adjustments to the Project in advance. To obtain approval of a budget adjustment, the Contractor shall describe the rationale for a budget adjustment in writing to the Department. (c) Any Project expenses the Contractor fails to incur on or before March 13, 2017 will revert to the Big Sky Economic Development Trust Fund. Section 8. CONDITIONS ON METHOD OF REIMBURSEMENT (a) The total amount to be awarded to the Contractor under the Contract shall be up to $7,500.00 per eligible net new job created by the Assisted Business for documented costs with reimbursement not to exceed a total of $127,500.00 for the entire Contract. The Department will not reimburse the Contractor for any costs incurred prior to March 13, 2015, nor for any expenses not included in the approved budget or not clearly and accurately supported by the Contractor's records. (b) The Contractor and the Assisted Business shall satisfy the matching funds requirements consistent with the purposes expressed in the application during the period of the Contract and shall meet or exceed the 1:2 required match ratio. (c) Unless otherwise authorized by the Department, the Contractor may receive award funds periodically over the Contract period only upon documenting the expenditure of the required matching funds and the creation of the eligible net new jobs by the Assisted Business, and after incurring eligible expenses. (d) The Department will use funds appropriated for the Program to fund awards to those entities that have received a Notice of Award letter. The Contractor acknowledges that its access to Program funds is subject to their availability. Page 3 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09 Montana Department of Commerce updated 6-5-13 City of Bozeman DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 (e) The Department agrees that, if and when the funds described in paragraph (a) of this Section are available, the Department will authorize the Contractor to request payment from Program funding awarded for the Contractor's Project. In requesting reimbursement, the Contractor will follow the instructions supplied by the Department. (f) The Contractor shall satisfy the matching funds requirements consistent with the purposes expressed in the Contractor's application during the period of the Contract. (g) The Department will only release funds to reimburse eligible and documented costs. Funds can be requested by sending a Request for Payment, in the format prescribed by the Department, signed by duly authorized representatives of the Contractor. (h) As further set forth in Section 5 ACCEPTANCE OF PROGRAM REQUIREMENTS, and Section 24 TERMINATION OF CONTRACT, if the Contractor fails to or is unable to comply with any of the terms and conditions of this Contract, any costs incurred will be the Contractor's sole responsibility and the Contractor agrees to repay to the Department any funds advanced under the Contract. (i) The Project funds may not be used to cover any costs incurred by the Contractor prior to March 13, 2015 for any expenses not included in the Contractor's application or an approved adjustment thereto, or for any expenses not clearly and adequately supported by the Contractor's records. (j) Once the Department has determined a Request for Payment to be complete, the Department is allowed thirty (30) working days to process a Request for Payment. The Contractor shall provide signatory and banking information at the time of Contract execution in order to facilitate electronic funds transfer payments. The Department may withhold payments to the Contractor if the Contractor has breached the terms of this Contract. (k) If actual Project expenses are less than projected in the budget, the Department, at its discretion, may reduce the amount of BSTF funds to be provided to the Contractor accordingly. (1) If the Department determines that the Contractor has failed to satisfactorily carry out its responsibilities under this Contract, the Department may withhold payment to the Contractor until such time as the parties agree on a plan to remedy the deficiency. (m) The Department reserves the right to withdraw a commitment of any Program funds for projects not ready to proceed within six (6) months after the date of tentative award. Page 4 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09 Montana Department of Commerce updated 6-5-13 City of Bozeman DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 (n) The Contractor agrees that if the Assisted Business ceases operations at the Project Site during the Contract period the Contractor shall immediately reimburse the entire amount of the award advanced up to that time to the Department. If the Assisted Business does not create the projected number of net new jobs that meet BSTF program eligibility requirements, the Contractor agrees that it shall reimburse the Department a prorated portion of any BSTF funds advanced based on documentation of the actual eligible net new jobs created by the Assisted Business. (o) At the request of the Department, Requests for Payment for contracted or subcontracted services must attach appropriate documentation demonstrating compliance with contract requirements. (p) The Contractor may not use monies provided through this Contract as payment for Project costs that are reimbursed from other sources. (q) The Department will withhold ten percent (10%) of the total amount awarded to the Contractor until the Department approves the complete purchase of equipment and all tasks outlined in Section 2 SCOPE OF WORK are completed by the Contractor and approved by the Department. Section 9. REPORTING REQUIREMENTS (a) Semi Annual Project Progress Reports. Unless otherwise specified by the Department, the Contractor shall also submit Semiannual Project Progress Reports to the Department until the Contractor receives Notice of Project Closeout from the Department. The Semi Annual Project Progress Report must be provided on or before August 1 to cover the January 1 -June 30 reporting period, and February 1 to cover the July 1 -December 31 reporting period, for each year of the Contract period and at the close out of the Contract. These reports will describe the status of the activities set forth in Section 2 SCOPE OF WORK, including, at a minimum: • Certified employment documentation from the Assisted Business that includes the breakdown of jobs created, using the Job Status Spreadsheet and accompanying Job Certification Form; • Projected completion date; • Any other pertinent information detailing progress towards achieving the hiring objectives and project goals that were described in the application as well as describing any difficulties encountered in working towards these goals. (b) The employment level of Montana Instruments Corporation one day prior to the contract effective date of March 13, 2015 is 23 permanent, full-time employees onsite, per the certified baseline job report. Page 5 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09 Montana Department of Commerce updated 6-5-13 City of Bozeman DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 (c) The report must also describe any significant problems encountered in carrying out the Project and the scope of any necessary modifications the Contractor is requesting in the SCOPE OF WORK, BUDGET, or Project implementation schedule. The State, at its discretion, may decline to honor the final ten percent (10%) Request for Payment if any required project progress reports have not been submitted. (d) Request for Payment with Report. Request for Payment with reports must include all items listed in Section 9(a), plus the following: • The Request for Payment Form signed by two authorized representatives, • Project Progress Report detailing progress towards achieving the hiring objectives and project goals that were described in the application as well as describing any difficulties encountered in working towards these goals, • Approved documentation verifying eligible costs were incurred, • Documentation of matching funds expended to date. (e) Project Closeout. Upon completion of the final Project, the Contractor will submit a signed final Project Completion Report. The Project Completion report should include all items in Section 9(a) and (c), with a request for payment for the final 10% of the award. Once the Department accepts the final Project Completion Report and the final payment is processed, the Contractor will complete a Closeout Certification Form. Once the Department approves the Closeout Certification Form from the Contractor, the Department will officially closeout the project and send a letter of closeout to the Contractor. The Department may request additional documentation, when in the exercise of its judgment such documentation is needed to confirm performance. To assist the Department with program performance reporting, the BSTF award recipient may be required to provide annual project updates for 3 years after the close of the contract. Section 10. LIAISONS The contact persons for this Contract are: For the Department: Nancy Faroni (or successor) Section Manager, Big Sky Economic Development Trust Fund Program, MDOC P.O. Box 200505 Helena, MT 59620-0505 (406) 841-2744 Page 6 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09 Montana Department of Commerce updated 6-5-13 City of Bozeman DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 For the Contractor: Brit Fontenot (or successor) Director of Economic Development, City of Bozeman 121 North Rouse Avenue Bozeman, MT 59771 (406) 582-2258 Section 11. PROJECT MEETINGS (a) Progress Meetings. During the term of the Contract, the Department may plan and schedule progress meetings with the Contractor to discuss the progress made by the Contractor and the Department in the performance of their respective obligations. These progress meetings may include the parties' liaisons and any other additional personnel involved in the performance of the contract as required. At each such meeting, the Contractor may be requested to provide the Department with a written status report that identifies any problem or circumstance encountered by the Contractor, or of which the Contractor gained knowledge during the period since the last such status report, which may prevent the Contractor from completing any of its obligations or may generate charges in excess of those previously agreed to by the parties. Contractor may be requested to identify the amount of excess charges, if any, and the cause of any identified problem or circumstance and the steps taken to remedy the same. (b) Technical or Contractual Problems. The Contractor is required to meet with the Department's liaison to resolve technical or contractual problems that may occur during the term of the Contract, at no additional cost to the Department. Meetings will occur as problems arise and will be coordinated by the Department. Failure to participate in problem resolution meetings or failure to make a good faith effort to resolve problems may result in termination of the Contract. Section 12. ACCESS TO AND RETENTION OF RECORDS The Contractor shall create and maintain records of the services covered by this Contract, including but not limited to financial records, supporting documents, and such other records as are required by law or other authority, and to provide the Department, Montana Legislative Auditor, or their authorized agent's access to any records necessary to determine contract compliance. (Mont. Code Ann. § 18-1-118.) The Contractor agrees to create and retain records supporting the services rendered or supplies delivered for a period of three (3) years after either the completion date of the Contract or the conclusion of any claim, litigation, or exception relating to the Contract taken by the State of Montana or third party, whichever is later. These records will be kept in the Contractor's offices in Bozeman, Montana. Page 7 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09 Montana Department of Commerce updated 6-5-13 City of Bozeman DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 Section 13. PROJECT MONITORING (a) The Department or any of its authorized agents may monitor and inspect all phases and aspects of the Contractor's performance to determine compliance with the SCOPE OF WORK, the proper use of Program funds, and other technical and administrative requirements of this Contract, including the adequacy of the Contractor's records and accounts. The Department will advise the Contractor of any specific areas of concern and provide the Contractor opportunity to propose corrective actions acceptable to the Department. (b) Failure by the Contractor to proceed with reasonable promptness to take necessary corrective actions shall be a default. If the Contractor's corrective actions remain unacceptable, the Department may terminate this Contract in whole or in part, or reduce the contract price or award to reflect the reduced value of services received. Section 14. COMPLIANCE WITH LAWS (a) The Contractor must, in performance of work under this Contract, fully comply with all applicable federal, state, and tribal laws, rules, policies, and regulations, concerning, but not limited to, human rights, civil rights, employment law, and labor law. Any subletting or subcontracting by the Contractor subjects subcontractors to the same provision. (b) The Contractor shall promptly refer to the Department any credible evidence that a principal, employee, agent, contractor, subcontractor, or other person has submitted any false claim or has committed any criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving funds provided under this Contract. Section 15. AVOIDANCE OF CONFLICT OF INTEREST The Contractor will comply with all applicable laws regarding the avoidance of conflict of interest. In addition, the Contractor agrees that none of its officers, employees, or agents will solicit or accept gratuities, favors, or anything of monetary value from contractors, subcontractors, or potential contractors and subcontractors, who provide or propose to provide services relating to the project funded under this Contract. Section 16. ACCOUNTING, COST PRINCIPLES, AND AUDITING (a) The Contractor, in accordance with Section 18-4-311, MCA; 5 U.S.C. App. 3 §§ 1 et seq.; OMB Circular A-133; and other authorities, must maintain for the purposes of this Contract an accounting system of procedures and practices that conforms to Generally Accepted Accounting Principles (GAAP). Page 8 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09 Montana Department of Commerce updated 6-5-13 City of Bozeman DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 (b) The Department, Montana Legislative Auditor, Inspector General of the U.S. Department of Commerce, or any other legally authorized governmental entity or their authorized agents may, at any time during or after the term of this Contract, conduct, in accordance with Sections 5-13-204 and 18-1-118, MCA; 5 U.S.C. App. 3 §§ 1 et seq.; OMB Circular A-133; and other authorities, audits for the purposes of ensuring the appropriate administration and expenditure of the monies provided through this Contract and to ensure the appropriate administration and delivery of services provided through this Contract. (c) The Contractor, for purposes of audit and other administrative activities, in accordance with 18-1-118, MCA; 5 U.S.C. App. 3 §§ 1 et seq.; OMB Circular A- 133; and other authorities, must provide the Department, Montana Legislative Auditor, Inspector General of the U.S. Department of Commerce, or any other legally authorized governmental entity or their authorized agents access at any time to all of their respective records, materials and information, including any and all audit reports with supporting materials and work documents, pertinent to the services provided under this Contract until the expiration of three (3) years from the completion date of this Contract. The Department and any other legally authorized governmental entity or their authorized agents may record any information and make copies of any materials necessary for the conduct of an audit or other necessary administrative activity. Section 17. OWNERSHIP AND PUBLICATION OF MATERIALS All reports, information, data, and other materials prepared by the Contractor, or any of its contractors or subcontractors, in furtherance of this Contract are the property of the Contractor and the Department, which both have the royalty -free, nonexclusive, and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, in whole or part, such property and any information relating thereto. No material produced in whole or part under this Contract may be copyrighted or patented in the United States or in any other country without the prior written approval of the Department and the Contractor. Section 18. ASSIGNMENT, TRANSFER, AND SUBCONTRACTING (a) The Contractor may not assign, transfer, delegate, or subcontract, in whole or part, this Contract or any right or duty arising under this Contract, unless the Department in writing approves the assignment, transfer, delegation, or subcontract. (b) Any assignment, transfer, delegation, or subcontract entered into by the Contractor must be in writing, must be subject to the terms and conditions of this Contract, and must contain any further conditions as may be required by the Department. Page 9 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09 Montana Department of Commerce updated 6-5-13 City of Bozeman DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 (c) The Department's approval of any assignment, transfer, delegation, or subcontract neither makes the Department a party to that contract nor creates any right, claim, or interest in favor of any party to that contract against the Department. (d) The Contractor must immediately notify the Department of any litigation concerning any assignment, transfer, delegation, or subcontract. Section 19. HOLD HARMLESS AND INDEMNIFICATION The Contractor agrees to protect, defend, and save the Department, its elected and appointed officials, agents, and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, to the extent arising in favor of the Contractor's employees or third parties on account of bodily or personal injuries, death, or damage to property arising out of Contractor's negligence in connection with services performed or omissions of services or in any way resulting from the negligent acts or omissions of the Contractor and/or its agents, employees, representatives, assigns, contractors, subcontractors, except the negligence of the Department under this agreement. Section 20. INSURANCE (a) General Requirements. Contractor shall maintain and shall assure that its representatives, assigns, and subcontractors maintain for the duration of the Contract, at their own cost and expense, liability insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the duties and obligations in the Contract by Contractor, its agents, employees, representatives, assigns, or subcontractors. This insurance shall cover such claims as may be caused by any negligent act or omission. The Department, its officers, officials, and employees are to be covered as additional insured's for all claims arising out of the use of award proceeds provided by the State of Montana. (b) General Liability Insurance. At its sole cost and expense, the Contractor shall purchase occurrence coverage with minimum combined single limits of $1 million per occurrence and $2 million aggregate per year, or as established by statutory Tort limits of $750,000 per claim and $1,500,000 per occurrence as provided by a self-insurance pool insuring counties, cities, or towns, as authorized under Section 2-9-211, MCA. (c) Professional Liability Insurance. Contractor shall assure that any representatives, assigns, and subcontractors performing professional services under this Contract purchase occurrence coverage with combined single limits for each wrongful act of $1,000,000 per occurrence and $2,000,000 aggregate per year. Note: if "occurrence" coverage is unavailable or cost prohibitive, the Page 10 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09 Montana Department of Commerce updated 6-5-13 City of Bozeman DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 Contractor may provide "claims made" coverage provided the following conditions are met: (1) 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. Page 11 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09 Montana Department of Commerce updated 6-5-13 City of Bozeman DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 Section 23. CONTRACT AMENDMENT Except as otherwise set forth herein, this Contract may not be enlarged, modified, or altered except upon written agreement by all parties to the Contract. Section 24. TERMINATION OF CONTRACT This Contract may only be terminated in whole or in part as follows: (a) Termination Due to Loss or Reduction of Funding. The Department, at its sole discretion, may terminate or reduce the scope of this Contract if available funding sources are eliminated or reduced for any reason. If a termination or modification is so required, the Department may, if sufficient program funds are available, compensate the Contractor for eligible services rendered and actual, necessary, and eligible expenses incurred as of the revised termination date. The Department will notify the Contractor of the effective date of the termination or modification of this Contract and, if a reduction in funding is required, will provide the Contractor with a modified Project budget. (b) Termination for Cause with Notice to Cure Requirement. The Department may terminate this Contract for failure of the Contractor, its contractors, or subcontractors to perform or comply with any of the services, duties, terms or conditions contained in this Contract after giving the Contractor written notice of the stated failure. The written notice will demand performance of the stated failure within a specified period of time of not less than thirty (30) days. If the demanded performance is not completed within the specified period, the termination is effective at the end of the specified period. (c) Effect of Termination. In the event of termination due to the Contractor's, its contractors', or subcontractors' failure to perform or comply with any of the services, duties, terms, or conditions of this Contract, any costs incurred will be the responsibility of the Contractor. However, at its sole discretion, the Department may approve requests by the Contractor for reimbursement of expenses incurred. The Department's decision to authorize payment of any costs incurred or to recover expended Program funds will be based on a consideration of the extent to which the expenditure of those funds represented a good faith effort of the Contractor to comply with the any of those services, duties, terms, or conditions of this Contract, and on whether the failure to comply with any of those services, duties, terms, or conditions resulted from circumstances beyond the Contractor's control. Section 25. DEFAULT Failure on the part of either party to perform the provisions of the Contract constitutes default. Default may result in the pursuit of remedies for breach of contract as set forth Page 12 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09 Montana Department of Commerce updated 6-5-13 City of Bozeman DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 herein or as otherwise legally available, including but not limited to damages and specific performance. Section 26. NO WAIVER OF BREACH No failure by the Department to enforce any provisions hereof after any event of breach shall be deemed a waiver of its rights with regard to that event, or any subsequent event. No express failure of any event of breach shall be deemed a waiver of any provision hereof. No such failure or waiver shall be deemed a waiver of the right of the Department to enforce each and all of the provisions hereof upon any further or other breach on the part of the Contractor. Section 27. COMPLIANCE WITH WORKERS' COMPENSATION ACT The Contractor accepts responsibility for supplying, and requiring all subcontractors to supply, the Department with proof of compliance with the Montana Workers' Compensation Act while performing work for the State of Montana. (Mont. Code Ann. §§ 39-71-401, 39-71-405, and 39-71-417.) Neither the Contractor nor its employees are employees of the State. The proof of insurance/exemption must be in the form of workers' compensation insurance, an independent contractor exemption, or documentation of corporate officer status and must be received by the Department within 10 working days of the execution of this Contract, and must be kept current for the entire term of the contract. CONTRACTS WILL BE TERMINATED PURSUANT TO THE PROVISIONS OF SECTION 24 TERMINATION OF CONTRACT IF THE CONTRACTOR FAILS TO PROVIDE THE REQUIRED DOCUMENTATION WITHIN THE ALLOTTED TIME 1211 -M -111u09 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. Page 13 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09 Montana Department of Commerce updated 6-5-13 City of Bozeman DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 Section 29. SEPARABILITY A declaration by any court, or any other binding legal forum, that any provision of the Contract is illegal and void shall not affect the legality and enforceability of any other provision of the Contract, unless the provisions are mutually dependent. Section 30. NOTICE All notices required under the provisions of the Contract must be in writing and delivered to the parties' liaisons identified herein either by first class mail or personal service. Section 31. NO ARBITRATION Unless otherwise agreed to in writing or provided for by law, arbitration is not available to the parties as a method of resolving disputes that would arise under the Contract. Section 32. REFERENCE TO CONTRACT The Contract number must appear on all invoices; reports,,; and correspondence pertaining to the Contract. Section 33. JURISDICTION AND VENUE This Contract is governed by the laws of Montana. The parties agree that any litigation concerning this Contract must be brought in the First Judicial District in and for the County of Lewis and Clark, State of Montana, and each party shall pay its own costs and attorney fees. (Section 18-1-401, MCA). Section 34. FUNDING ACKNOWLEDGEMENT All materials developed wholly or in part by the funding provided under the Contract shall state that "The funding for the (insert name of project) was funded (in part, if applicable) by an award from the Montana Department of Commerce." Any variations from this language must be approved by the Department prior to use. The Department of Commerce logo is also available for use upon request. Page 14 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09 Montana Department of Commerce updated 6-5-13 City of Bozeman DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 Section 35. INTEGRATION This contract contains the entire agreement between the parties, and no statements, promises, or inducements of any kind made by either party, or the agents of either party, not contained herein or in a properly executed amendment hereto are valid or binding. Amendments to this contract must be signed by both parties. IN WITNESS OF THE TERMS SET OUT ABOVE, the parties hereto have caused this Contract to be executed on the dates set out below. as 0 Director, Montana Department of Commerce t Date Page 15 of 15 Big Sky Economic Development Trust Fund Program Contract #MT-BSTF-1-15-09 Montana Department of Commerce updated 6-5-13 City of Bozeman DocuSign Envelope ID: 515E6192-D33D-4A2B-9D5A-2D170AD45B85 Contract Information Sheet Division staff are required to complete the items in blue print. Contract Number: MT-BSTF-1-15-09 Division: Contractor's Name: City of Bozeman BRD Contractor (Signee) Name: Jeff Krauss Contractor's Email: bfontenotCabozeman.net Contractor's Address: 121 North Rouse Avenue, PO Box 123( Vendor Number: Contractor's Address 2: 672374 Contractor Liaison: Stuart Leidner Contractor's Liaison Email: sleidner(a)prosperabusinessnetwork.oro Duns Number: Begin Date: (Federal Funds Required) 3/13/2015 Amount: 127,500.00 Organization Number: 515051 End Date: RFP Number (if applicable): 3/13/2017 Program Number: Liaison: Alyssa Townsend Program Manager: Nancy Faroni Liaison Email: ath2Mt.gov Bureau Chief: Karyl Tobel Liaison phone: 406-841-2748 Additional Email: nfaroni@mt.gov Do uSigned by: Signatures: Carbon Copies: rdecv , $eckv 5/4/2015 Liaison: Division Adminstrator Fiscal Review Legal Counsel ,, Ana `t"A"*-- 5/5/2015 Director (> $200K): ❑ TY JpNES 5/5/2015 Deputy Director (<$25K): ❑ Filenet 0 Secretary of State: ❑ BIA: Clerk of Court: ❑ Record Tracking Status: Original Holder: Contracts Admin Location: DocuSign 5/4/2015 3:38:58 PM MT doccontracts@mt.gov Signer Events Signature Timestamp Sean Becker [:Do)uSlgned by:Sent: 5!4/2015 3:50:17 PM MT SeanBecker@mt.gov `yip &'.k" Viewed: 5/412015 4:48:37 PM MT Security Level: Email, Account Authentication E25C05A384F8480... Signed: 5/4/2015 4:48:57 PM MT (None) Electronic Record and Signature Disclosure: Accepted: 11/10/2014 1:58:12 PM MT ID:96bc708d-Odd1-4f36-a293-03d373f804d6 Teri Juneau tjuneau@mt.gov Fiscal Manager MT Dept of Commerce Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: TY JONES tyjones@mt.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/1/2015 9:20:02 AM MT ID:3a3a665c-943c-405e-9d04-93e75894fc49 Using IP Address: 161.7.59.13 [D-111"Id h(�yj{1:A��iiYO �� 8EAS�FFB413 . Using IP Address: 161.7.59.13 CDocuslgned by: 7Y JONES BD2852DE4884444... Using IP Address: 161.7.59.13 Jeff Krauss bfontenot@bozeman.net Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/1/2015 4:21:29 PM MT ID:65f73f33-7440-4f3d-93ec-d9ae9ad67255 Doug Mitchell DMitchel12@mt.gov Security Level: Email, Account Authentication (None) Sent: 5/4/2015 4:48:59 PM MT Viewed: 5/5/2015 10:30:07 AM MT Signed: 5/5/2015 10:30:21 AM MT Sent: 515/2015 10:30:23 AM MT Viewed: 5/512015 10:42:29 AM MT Signed: 5/5/2015 10:42:42 AM MT Sent: 5!5/2015 10:42:44 AM MT Viewed: 6/1/2015 4:21:29 PM MT Docu.vr14, i� s�;FUR�P Certificate of Completion Envelope Number: 515E6192D33D4A2B9D5A2D170AD45B85 Status: Sent Subject: Montana Department of Commerce Contract #MT-BSTF-1-15-09 for Signature Source Envelope: Document Pages: 16 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 0 Contracts Admin AutoNav: Enabled PO Box 200501 Envelopeld Stamping: Enabled Helena, MT 59620-0505 doccontracts@mt.gov IP Address: 161.7.59.13 Record Tracking Status: Original Holder: Contracts Admin Location: DocuSign 5/4/2015 3:38:58 PM MT doccontracts@mt.gov Signer Events Signature Timestamp Sean Becker [:Do)uSlgned by:Sent: 5!4/2015 3:50:17 PM MT SeanBecker@mt.gov `yip &'.k" Viewed: 5/412015 4:48:37 PM MT Security Level: Email, Account Authentication E25C05A384F8480... Signed: 5/4/2015 4:48:57 PM MT (None) Electronic Record and Signature Disclosure: Accepted: 11/10/2014 1:58:12 PM MT ID:96bc708d-Odd1-4f36-a293-03d373f804d6 Teri Juneau tjuneau@mt.gov Fiscal Manager MT Dept of Commerce Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: TY JONES tyjones@mt.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/1/2015 9:20:02 AM MT ID:3a3a665c-943c-405e-9d04-93e75894fc49 Using IP Address: 161.7.59.13 [D-111"Id h(�yj{1:A��iiYO �� 8EAS�FFB413 . Using IP Address: 161.7.59.13 CDocuslgned by: 7Y JONES BD2852DE4884444... Using IP Address: 161.7.59.13 Jeff Krauss bfontenot@bozeman.net Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/1/2015 4:21:29 PM MT ID:65f73f33-7440-4f3d-93ec-d9ae9ad67255 Doug Mitchell DMitchel12@mt.gov Security Level: Email, Account Authentication (None) Sent: 5/4/2015 4:48:59 PM MT Viewed: 5/5/2015 10:30:07 AM MT Signed: 5/5/2015 10:30:21 AM MT Sent: 515/2015 10:30:23 AM MT Viewed: 5/512015 10:42:29 AM MT Signed: 5/5/2015 10:42:42 AM MT Sent: 5!5/2015 10:42:44 AM MT Viewed: 6/1/2015 4:21:29 PM MT Signer Events Signature Timestamp Electronic Record and Signature Disclosure: Accepted: 10/10/2014 11:30:07 AM MT ID:c6108f88-efcc-40d5-88b1-e307a890c320 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events StatusTimestamp Intermediary Delivery Events Status' Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Nancy FaroniSent: 5/4/2015 3:50:17 PM MT COPIED E Q Viewed: 5/5/2015 9:11:41 AM MT Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/5/2014 3:37:20 PM MT ID:5e87e70d-02a9-4518-95de-a0ca951de840 Alyssa Townsend COPIED ath@mt.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: Stuart Leidner sleidner@_prosperabusinessnetwork.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 5/5/2015 10:45:24 AM MT ID:ebec2010-e75c-4066-89bb-d2fl6b873a0c Cyndi Davis CDavis3@mt.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/11/2014 10:36:04 AM MT ID:609be34e-2241-4a9e-847e-e4249e545471 Sent: 5/4/2015 3:50:17 PM MT Viewed: 6/1/2015 8:09:31 AM MT Sent: 5/5/2015 10:42:43 AM MT Viewed: 5/512015 10:44:18 AM MT Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/512015 10:42:44 AM MT Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 10/7/2014 2:41:47 PM Parties agreed to: Sean Becker, TY JONES, Jeff Krauss, Doug Mitchell, Nancy Faroni, Stuart Leidner, Cyndi Davis ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, MT Dept of Commerce (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the `I agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify MT Dept of Commerce as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by MT Dept of Commerce during the course of my relationship with you. MANAGEMENT PLAN MONTANA DEPARTMENT OF COMMERCE BIG SKY ECONOMIC DEVELOPMENT TRUST FUND CATEGORY I: ECONOMIC DEVELOPMENT PROJECTS On March 13, 2015, the City of Bozeman, herein referred to as the "City", was awarded a grant from the Big Sky Economic Development Trust Fund (BSTF) Program. The City of Bozeman will enter into a Sub -recipient agreement with Gallatin Development Corporation, d/b/a Prospera Business Network (EDO) for administering 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, LOCAL GOVERNMENT AWARDEE The following persons will have lead responsibility for administering the City of Bozeman's BSTF Grant #MT-BSTF-1-15-09 to facilitate an expansion of Montana Instruments Corporation (the Assisted Business). a. Brit Fontenot, as the City of Bozeman's Economic Development Director, will have responsibility for all official contacts with the Montana Department of Commerce (Department). The Economic Development Director will have the ultimate authority and responsibility for the implementation of the City of Bozeman's BSTF Grant #MT-BSTF-1-15-09 to facilitate an expansion of Montana Instruments Corporation. The Economic Development Director will approve and sign administrative documents and approve all payment requests to the BSTF program. The Economic Development Director will be responsible for maintaining records related to the management of the BSTF Grant #MT-BSTF-1-15-09. The Economic Development Director will be the liaison between Prospera, and the City of Bozeman. 2. Gallatin Development Corporation, d/b/a Prospera Business Network, LOCAL ECONOMIC DEVELOPMENT ORGANIZATION (EDO) To provide general technical assistance, coordination of funding sources, assurances of compliance with all applicable state requirements for BSTF Grant #MT-BSTF-1-15-09. The City of Bozeman has designated the EDO as its Project Administrator. The EDO is a not-for-profit economic development organization located in the City of Bozeman. The following EDO personnel will be responsible for the project: a. The Executive Director will be responsible for all official contacts with the City of Bozeman on behalf of the EDO, keeping the EDO Board of Directors apprised of the project status and entering agreements on behalf of the EDO. b. The Executive Director will be responsible for overall coordination of the BSTF Grant #MT-BSTF-1-15-09 awarded to the City of Bozeman. He will establish and Category I Management Plan 1 Effective July 1, 2013 maintain complete and accurate project files and monitor all project activities for compliance with all applicable requirements and will prepare payment requests. C. The Executive Director will be responsible for the oversight of fiscal management of the project, in coordination with the Project Representative and in accordance with the EDO's established Fiscal Procedures. He will assure compliance with all applicable federal, state and local requirements, and coordinate with the Accounting Manager to keep all fiscal records and accounts for the EDO, assure coordination of all funding sources, review all project expenditures from the business, process pay requests, and prepare all final project closeout documents. 3. Krista Kubischta, Administrative Assistant, Montana Instruments Corporation will serve as the Project Representative for the Assisted Business. She will have responsibility for all official contacts with the EDO. The Project Representative will approve and sign administrative documents, including the "Job Certification Form" and approve all invoices pertaining to the BSTF Grant #MT-BSTF-1-15-09. B. PROJECT MANAGEMENT 1. The EDO, will Prepare payment requests including: Request for Payment Form, Project Progress Report and associated cost documentation (invoices, etc.) to submit to the Department. 2. The Economic Development Director for the City of Bozeman will review -and approve, the BSTF payment requests. 3. The EDO will submit the payment requests to the BSTF Program, Business Resources Division, Montana Department of Commerce. 4. The Economic Development Director for the City of Bozeman will ensure disbursement of funds to the Assisted Business and to the EDO for administrative fees. 5. The EDO will prepare and review all BSTF closeout documents. 6. The Economic Development Director will review and approve all BSTF closeout documents. 7. As a sub -recipient the EDO's, Project Administrator, is responsible for the following day to day project activities: a. Assisting the City of Bozeman and the Department in developing the City of Bozeman contract with the Department that will address all requirements related to effective project start-up and implementation. This will include preparation of all agreements between the City of Bozeman and the EDO. b. Establishing and maintaining complete and accurate project files and preparing all documentation and reports incidental to administration of the project. Category I Management Plan 2 Effective July 1, 2013 C. 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. d. 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 biannually as specified by the Department. e. Preparing all required performance reports and closeout documents for submittal to the Department and assisting the City of Bozeman's auditors with the completion of the project's audit requirements. f. Closing the BSTF project in a timely fashion within the period of the contract between the Department and the City of Bozeman. g. Monitoring the business's compliance with the requirements of the grant assistance agreement including implementation of the project hiring or hiring/training plan. 1. Krista Kubischta, Administrative Assistant, Montana Instruments Corporation will be the will be the liaison with the EDO Executive Director. She will maintain the project files, manage the administration and will be responsible for assisting the Executive Director with all aspects of managing and monitoring the project, including preparation of all reporting requirements and the "Job Creation Spreadsheet". _ C. 1. FINANCIAL MANAGEMENT The City of Bozeman's accounting department will be responsible for: a. Depositing the BSTF funds in their grant management bank account. A separate BSTF general ledger account within their grant management bank account will be set up to transfer BSTF funds from that account to the City of Bozeman treasury for disbursements, based on claims and supporting documents approved by the EDO Executive Director and the City of Bozeman's Economic Development Director. Approved BSTF Administrative Fees will be disbursed to the EDO. b. Entering all project transactions into the City of Bozeman's existing accounting system and preparing checks/warrants for approved expenditures. C. With the assistance of the EDO Executive Director and City of Bozeman's Economic Development Director, prepare the final financial report for project closeout. d. Financial record keeping will conform to the recommendations of the Department. The original financial documents (claims with all supporting documents attached) will be retained in the City of Bozeman's offices. e. All BSTF activities including administrative fees will be segregated, recorded, and reported In this fund and will be labeled "BSTF 01-15-09". The EDO will prepare the payment request and forward it to the City of Bozeman's Economic Category I Management Plan 3 Effective July 1, 2013 Development Director. The Economic Development Director will review the request and counter -sign the request. The EDO will be responsible for emailing the request to the Department. Administrative payments will consist of reimbursement at a rate of $375 per net new job created by the assisted business. The EDO will prepare the BSTF payment request and attach a copy of a time tracking report. Upon review and approval by the Economic Development Director for the City of Bozeman, the EDO will forward the request to the Department. The City of Bozeman will reimburse the EDO upon receipt of funds from the Department. g. The BSTF project fund will be audited on a yearly basis in conjunction with the City of Bozeman's audit. Bill Harn, CFO, Montana Instruments Corporation will act as Finance Manager for the BSTF Grant #MT-BSTF-1-15-09 project and will be responsible for management of and record keeping for the project funds involved in the financing of the business expansion for the Assisted Business. If the EDO ceases to exist or an Event of Default occurs, any unrequested administrative fees related to the Grant #MT-BSTF-1-15-09, will revert to the City of Bozeman. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the li—day Brit Fontenot, Economic Development Director City of Bozeman Nick Zelver, Interim Executive Director Prospera Business Network Bill Harn, CFO Date Montana Instruments Corporation Date6,11. ' Date June 2, 2015 15' Category I Management Plan 4 Effective July 1, 2013 SUB -RECIPIENT AGREEMENT MONTANA DEPARTMENT OF COMMERCE BIG SKY ECONOMIC DEVELOPMENT TRUST FUND CATEGORY I: ECONOMIC DEVELOPMENT PROJECTS Contract #MT BSTF 1-15-09 THIS AGREEMENT is entered into this _ day of TLAL 20 by the City of Bozeman, herein referred to as the "City" and Gallatin Development Corporation, d/b/a Prospera Business Network, a nonprofit local economic development corporation herein referred to as the "Sub - Recipient." WITNESSETH THAT: WHEREAS, the City of Bozeman is the recipient of a Big Sky Economic Development Trust Fund (BSTF) grant by the Montana Department of Commerce, Business Resources Division herein referred to as "the Department," and WHEREAS, the purpose of the grant is to assist the City and Montana Instruments Corporation, 151 Evergreen Drive, Suite D, Bozeman, MT 59715-2487 (the assisted business) with the purchase of equipment and the creation of jobs in Montana, and WHEREAS, the City of Bozeman, desires to sub -grant the BSTF funds to the Sub -recipient and engage the Sub -Recipient to manage the #MT — BSTF-1-15-09 grant on the City of Bozeman's behalf, and WHEREAS, the Department has required the City of Bozeman to enter into a Sub -recipient agreement with the Sub -Recipient specifying the terms and conditions of the City of Bozeman's delegation of certain BSTF responsibilities to Prospera, and WHEREAS, the parties to this Agreement understand that neither of them has in any way, expressly or impliedly, abrogated any of its individual powers, and further agree that this Agreement does not create any new organization or legal entity. NOW, THEREFORE, in consideration of the mutual covenants and conditions set out in this Agreement, the parties agree as follows: A. SPECIAL PROVISIONS. The City of Bozeman agrees, under the terms and conditions of this Agreement, to sub -grant BSTF grant administration funds to compensate Prospera for certain grant management activities. B. INDEPENDENT SUB-RECIPIENT/REPRESENTATIONS. It is understood by the parties hereto that the Sub -recipient is an independent Sub -recipient and that neither its principals nor its employees, if any, are employees of the City of Bozeman for purposes of tax, retirement system, or social security (FICA) withholding. It is further understood that pursuant to section 39-71-401, MCA, the Sub -recipient has obtained, and will maintain at its expense for the duration of this Contract, coverage in a workers' compensation plan for its principals and employees for the services to be performed hereunder. Category I Sub -Recipient Agreement 1 Effective May 6, 2013 Sub -recipient has familiarized itself with the nature and extent of this Agreement, the Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules, and regulations that in any manner may affect cost, progress or performance of the Scope of Services. Sub -recipient represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party, whether rights of copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. C. COMPENSATION. For the satisfactory completion of the services to be provided under this Agreement, the City of Bozeman will pay the Sub -recipient a sum not to exceed $6,375.00 as in the manner set forth in the attached Exhibit A, which by this reference is made a part of this contract. The Sub - recipient recognizes the funds from which the City will pay Sub -recipient will derive from the monies obtained by the City under a Big Sky Economic Development Trust Fund grant award on behalf of Montana Instruments Corporation and from no other funds. Should funds not be available from said grant award, the City will owe no compensation to Sub -recipient. The amount to be paid will be calculated according to the hourly billing rates for the various personnel as described in Exhibit A. The Sub -recipient may submit monthly requests for payment, based on actual work performed, which must be accompanied by an itemized invoice describing the services furnished, the number of hours worked to accomplish each item, the amount being billed for each item, a description of any other eligible expenses incurred during the billing period, and the total amount being billed. Each specific service the Sub -recipient will provide under this contract, and the maximum amount that the City of Bozeman will pay the Sub -recipient for each of these services, is set forth in the attached Exhibit A. D. SCOPE OF SERVICES. The Sub -recipient will perform the following services: It is understood and agreed by the parties that the services of Prospera do not include any of the following: the disbursement or accounting of funds distributed by the City of Bozeman s financial officer, legal advice, fiscal audits or assistance with activities not related to the BSTF project. 1. The Sub -Recipient will be responsible for all facets of the BSTF project as described in the City of Bozeman's BSTF application and all terms of the agreement between the City and the Montana Department of Commerce (Contract form #MT-BSTF-1-15-09). 2. During the period of this Agreement, Prospera will maintain reasonable records of its performance under this Agreement in a manner consistent with generally accepted accounting principles. Prospera will allow the City of Bozeman or their authorized representatives, access Category I Sub -Recipient Agreement 2 Effective May 6, 2013 to these records at anytime during normal business hours. At the request of the City of Bozeman, Prospera will submit to the City of Bozeman, in the format prescribed by the City of Bozeman, status reports on its performance under this agreement. 3. If Prospera ceases to exist or an Event of Default occurs, all grant funding on hand and accounts or notes receivable related to this Agreement, will revert to the City of Bozeman. E. DURATION OF THE AGREEMENT. This Agreement will become effective upon March 13, 2015 and will terminate upon completion of the final closeout by the Department, or by March 13, 2017, whichever comes first, unless otherwise terminated in accordance with the terms of this Contract. This Agreement will terminate if either party fails to meet the conditions of this Agreement or if an Event of Default occurs. F. ADMINISTRATION. 1. For the purposes of implementing this Agreement, the City of Bozeman will appoint a local government project liaison that will work with Prospera. The parties will meet as necessary to provide for the efficient and smooth implementation of this Agreement and the activities contained herein. This Agreement will run concurrently with the Management Plan, which governs the management of the initial BSTF grant, and will follow the Management Plan for issues related to the initial grant. 2. The Sub -recipient will comply with all applicable federal and state statutes and regulations. 3. The BSTF project will be audited on a yearly basis. G. CONFLICT OF INTEREST. The Sub -recipient covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the BSTF project, which would conflict in any manner or degree with the performance of its services hereunder. The Sub -recipient further covenants that, in performing this Agreement, it will employ no person who has any such interest. H. DISPOSITION OF FUNDS ACQUIRED. Upon the expiration of the Agreement, the Sub - recipient will transfer to the City of Bozeman any BSTF funds on hand at the time of expiration and any accounts receivable attributable from the use of BSTF funds. 1. DOCUMENTS INCORPORATED BY REFERENCE. The City of Bozeman's application to the Department for BSTF funding, dated August 5th 2013, the agreement between the City and the Montana Department of Commerce (Contract form #MT-BSTF-1-15-09, and all applicable federal and state statutes and regulations are incorporated into this Agreement by this reference and are binding upon Prospera. J. OWNERSHIP AND PUBLICATION OF MATERIALS. All reports, information, data, and other materials prepared by Prospera pursuant to this Agreement are the property of the City of Bozeman and the Department which have the exclusive and unrestricted authority to release, publish or otherwise use, in whole or part, information relating thereto. Any reuse without Category I Sub -Recipient Agreement 3 Effective May 6, 2013 written verification or adaptation by the Architect/Engineer for the specific purpose intended will be at the Owner's sole risk and without liability or legal exposure to the Architect/Engineer. No material produced in whole or in part under this Agreement may be copyrighted or patented in the United States or in any other country without the prior written approval of the City of Bozeman and the Department. K. REPORTS AND INFORMATION. Prospera will maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this Agreement and such other records as may be deemed necessary by the City of Bozeman to assure proper accounting for all project funds. These records will be made available for audit purposes to the City of Bozeman or its authorized representative, and will be retained for three years after receipt of final payment for the services rendered under this Agreement unless permission to destroy them is granted by the City of Bozeman. L. ACCESS TO RECORDS. It is expressly understood that Prospera's records relating to this Agreement will be available during normal business hours for inspection by the City of Bozeman, the Department, and, when required by law, the Montana Legislative Auditor and Legislative Fiscal Analyst. M. COMPLIANCE WITH WORKERS' COMPENSATION ACT The Sub -recipient is required to supply the City of Bozeman, with proof of compliance with the Montana Workers' Compensation Act while performing work for the State of Montana. (Mont. Code Ann. §§ 39-71- 120, 39-71-401, and 39-71-405.) Neither the Sub -recipient, nor its employees are employees of the City of Bozeman, or the State. The proof of insurance/exemption must be in the form of workers' compensation insurance, an independent contractor exemption, or documentation of corporate officer status, and must be received by the City of Bozeman within 10 working days of the execution of this Agreement and must be kept current for the entire term of the Agreement. CONTRACTS WILL BE TERMINATED PURSUANT TO THE PROVISIONS OF SECTION P IF THE SUB -RECIPIENT 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. N. INSURANCE. The Sub -Recipient shall maintain for the duration of the contract, at its cost and expense, insurance against claims for injuries to persons or damages to property, including contractual liability, which may arise from or in connection with the performance of the work by the Contractor, agents, employees, representatives, assigns, or subcontractors. This insurance shall cover such claims as may be caused by any negligent act or omission. The Sub -Recipient shall purchase and maintain occurrence coverage with combined single limits for bodily injury, personal injury, and property damage of $1,000,000 per occurrence and $2,000,000 aggregate per year to cover such claims as may be caused by any act, omission, or negligence of the Sub -Recipient or its officers, agents, representatives, assigns, or subcontractors. O. INDEMNIFICATION. The Sub -recipient waives any and all claims and recourse against the City of Bozeman, its officers, employees and agents including the right of contribution of loss Category I Sub -Recipient Agreement 4 Effective May 6, 2013 or damage to person or property arising from, growing out of, or in any way connected with or incidental to the Sub -recipient's performance of this Agreement, except claims arising from the concurrent or sole negligence of the City of Bozeman or its officers, agents or employees. The Sub -recipient will indemnify, hold harmless, and defend the City of Bozeman its officers, employees and agents against any and all claims, demands, damages, costs, expenses, or liability arising out of the Sub -recipient's performance of this Agreement except for liability arising out of the concurrent or sole negligence of the City of Bozeman or its officers, agents, or employees. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). Sub -Recipient's indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Should any indemnitee described herein be required to bring an action against the Sub - Recipient to assert its right to defense or indemnification under this Agreement or under the Sub -Recipient's applicable insurance policies required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Sub -Recipient was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s) thereof. In the event of an action filed against City resulting from the City's performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. These obligations shall survive termination of this Agreement and the services performed hereunder. P. TERMINATION OF AGREEMENT. If any of the following events occur, the City of Bozeman may, in its sole discretion, declare such event a default under this Agreement: 1. Any representation or warranty made by the Sub -recipient in this Agreement or in any request or certificate or other information furnished to the City of Bozeman under this Agreement proves to have been incorrect in any material respect; or 2. The Sub -recipient fails in any material respect to carry out its obligations under its proposal to the City of Bozeman for the assistance provided under this Agreement. If the Sub -recipient fails to perform any of its duties under this Agreement or if any Event of Default occurs, the City of Bozeman may declare the Sub -recipient to be in default and thereafter give the Sub -recipient written notice setting forth the action or inaction which constitutes the default and giving the Sub -recipient 45 days in which to correct the default. If the Sub -recipient fails to correct the default within 45 days of receipt of this notice, the City of Category I Sub -Recipient Agreement 5 Effective May 6, 2M Bozeman may notify the Sub -recipient in writing that any amount that is payable under this Agreement is due and payable in full within 45 days and this Agreement is terminated. It is agreed by the parties that the provisions of this Agreement provide for reasonable and sufficient notice to be given to the Sub -recipient in case of the Sub -recipient's failure to comply with any of its covenants and that this notice is sufficient for the Sub -recipient to rectify its actions or inactions of default. The waiver by the City of Bozeman of any default by the Sub -recipient does not constitute a waiver of a continuing breach or a waiver of a subsequent breach. Any agreement contrary to this Agreement is not binding upon either party unless it is in writing and signed by both parties. Q. CONSTRUCTION AND VENUE. This Agreement will be construed under and governed by the laws of the State of Montana. The City of Bozeman and the Sub -recipient agree that performance of this Agreement is in the County of Gallatin, State of Montana and that in the event of litigation concerning it, venue is in the District Court of the 18th Judicial District in and for the County of Gallatin, Montana. R. ELIGIBILITY. The Sub -recipient certifies that the Sub -recipient's firm and the firm's principals are not debarred, suspended, voluntarily excluded, or otherwise ineligible for participation in State of Montana contracts. This Sub -recipient Agreement has been approved by the City of Bozeman and Gallatin Development Corporation d/b/a Prospera Business Network's Executive Director. IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed. City of Bozeman Gallatin Development Corporation d/b/a Prospera Business Network Je ra ss, Mayor Nick Zelver, Interim Executive Director r Date Attest:` i .. 7-;�, e 1883 SIN CO.ZC,�,. Date June 2, 2015 Attest:7, 1?`� Category I Sub -Recipient Agreement 6 Effective May 6, 2013 Exhibit "A" — Administrative Payments Administrative payments will consist of reimbursement to Prospera Business Network as per the approved administrative cost structure of $375 per net new job created by Montana Instruments Corporation. Prospera will prepare the BSTF payment request and attach a copy of an invoice. Prospera will also include a detail on time allocation for this project for the period of reimbursement. A separate funds tracking sheet will accompany the request which details current reimbursement requests, cumulative draws, and the remaining budget to be expended. Upon review and approval, Prospera Business Network will email all of the reimbursement request documents to the Department. The City of Bozeman will reimburse Prospera Business Network upon receipt of funds from the Department. The following personnel will be recording time to this project: (future director yet to be named), Executive Director: Overall project administration Drew Little, Program Coordinator: Assist with project tracking and administration Anne McReynolds Martin, Accounting Manager: Time tracking and accounting administration Category I Sub -Recipient Agreement 7 Effective May 6, 2013