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2016 JEFFERSON SLOUGH-MSU GRANT M MONTANA STATE UNIVERSITY July 5, 2016 Jefferson County Attn: Helen Auch PO Box H Boulder, MT 59632 Re: MSU Grant Agreement 'Pre & Post monitoring of herbicide and construction activities connected to the Eurasian Watermilfoil on the Jefferson Slough' Enclosed are two (2) partially executed originals of the above referenced agreement. Please complete the Attachment D Sponsor Contacts section, sign and return one executed original to me. If you should have any questions or concerns please feel free to contact me at (406) 994-1939. Sincerely, a v Carmen Fike Business Officer Enclosure(s) Office of Sponsored Programs 309 Montana Hall PO Box 172470 Bozeman.MT 59717-2470 wmwmontana.edu Tel 406-994-2381 Fax 406-994-7951 Email researchCmontana.edu m mountains _rte Minds MONTANA STATE UNIVERSITY STANDARD RESEARCH AGREEMENT THIS Agreement is entered into between Jefferson County, with its principal place of business located at P.O. Box H, Boulder, MT 59632, ["SPONSOR"] and MONTANA STATE UNIVERSITY ["UNIVERSITY"], a state institution of higher education located in Bozeman, Montana. GENERAL TERMS: 1. SPONSOR desires research services in accordance with the scope of work outlined within this Agreement hereinafter referred to as "the research" and 2. The performance of the research is consistent, compatible and beneficial to the role and mission of UNIVERSITY; and 3. UNIVERSITY has the capability to provide for the conduct of the research; NOW THEREFORE, the parties agree as follows: 1. Scope of Work. UNIVERSITY will undertake the research program described in the research proposal attached hereto as Attachment A, under the direction and supervision of Dr Ryan Thum (PI) principal investigator. 2. Contract Period. This Agreement shall become effective on July 1, 2016 and shall be completed by December 31, 2017, unless subsequent time extension, supplement, addition, continuation or renewal is mutually agreed upon in writing between the parties or unless earlier terminated in accordance with Section 20 below. 3. Compensation. A. SPONSOR agrees to pay UNIVERSITY for services performed under this Agreement in the amount of fifteen thousand Dollars ($15,000) in accordance with the budget itemized in Attachment B, B. Payments shall be made as follows: Fifty percent (50%) of the project cost will be invoiced upon execution of the Agreement, due in thirty days to MSU in order to continue work. When the account becomes cash balance negative, the next twenty-five percent (25%) of the project cost will be invoiced. When the account again becomes cash balance negative, the final twenty- five percent(25%) of the project cost will be invoiced. C. Notices, invoices, communications and payments shall be submitted to the offices identified in Attachment C. 4. Reporting Requirements. UNIVERSITY will provide reports on the progress of the research described in Attachment A as follows: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION UNDER TITLE 27.ChVI 5.MC A Page I of 10 Rev. 11,113 Insert report requirements A final report will be furnished at the completion of the Agreement period. 5. Access to Records. All records pertaining to this Agreement must be retained by the SPONSOR for a period of three years from the completion date. If any litigation, claim, or audit pertaining to this Agreement is started before the expiration of the three year period, the records must be retained until the litigation, claim, or audit findings have been resolved. 6. Publication and Confidentiality. A. UNIVERSITY, as a state institution of higher education, engages only in research that is compatible, consistent and beneficial to its academic role and mission. Therefore significant results of research activities must be reasonably available for publication. Before publishing, UNIVERSITY agrees to give SPONSOR a copy of any proposed publication and SPONSOR shall have forty-five (45) days to review the publication. UNIVERSITY shall consider SPONSOR'S suggested modifications; however, the decision of the UNIVERSITY as to what the publication shall contain is final. B. UNIVERSITY agrees to take reasonable steps to keep confidential any SPONSOR proprietary information supplied to it by SPONSOR during the course of research performed by UNIVERSITY and designated in writing as confidential and such information will not be included in any published material without prior written approval by SPONSOR. 7. Equipment. Special equipment purchases under the terms of this Agreement become the property of UNIVERSITY unless otherwise specified herein. 8. Liability Exposure, The parties hereto understand and agree that liability of the State of Montana, MSU, its officials and employees is controlled and limited by the provisions of Title 2, Ch. 9, Montana Code Annotated. Any provisions of this Agreement, whether or not incorporated herein by reference, will be controlled, limited and otherwise modified to limit any liability of the State of Montana and MSU to that set forth in the above cited laws. 9. Indemnification. A. Except as provided in section B below, each party hereto agrees to be responsible and assume liability for its own wrongful or negligent acts of omission, or those of its officers, agents, or employees to the full extent required by law, and agrees to indemnify and hold the other party harmless from any such liability. Each party agrees to maintain reasonable coverage for such liabilities either through commercial insurance or a reasonable self-insurance mechanism, and the nature of such insurance coverage or self-insurance mechanism will be reasonably provided to the other party upon request. B. SPONSOR hereby agrees to save, defend, indemnify and hold harmless UNIVERSITY and its employees, students, agents and their respective successors, heirs and assignees (the "Indemnified Parties") from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys' fees to which any of the Indemnified Parties may become subject as a result of any third party claim, demand, action or proceeding THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION UNDER TITLE 27.Chapter 5, M C A. Page 2 o(10 Rev. 11;13 that use of any of the Materials provided by SPONSOR infringes or violates any patent, copyright,trademark or other intellectual property rights of any third party. The Indemnified Party shall promptly notify SPONSOR of any claim subject to the foregoing indemnification provisions upon learning of such claim. SPONSOR shall have the right to defend any such claim, at its cost and expense. SPONSOR shall not settle or compromise any such claim or action in a manner that imposes any restrictions or obligations on any Indemnified Party without such Indemnified Party's written consent, which consent shall not be unreasonably withheld. If SPONSOR fails or declines to assume the defense of any such claim within 30 days after notice thereof, the Indemnified Party may assume the defense of such claim for the account and at the risk of SPONSOR; provided, however, that the Indemnified Party shall not settle or compromise any such claim or action in a manner that imposes any restrictions or obligations on SPONSOR other than payment of money without SPONSOR's written consent, which consent shall not be unreasonably withheld. The indemnification rights of the Indemnified Parties contained herein are in addition to all other rights which such Indemnified Parties may have at law or in equity or otherwise. 10. No Warranties. UNIVERSITY makes NO WARRANTY whatsoever regarding any research outcome obtained hereunder. Any decision regarding safety, applicability, marketability, effectiveness for any purpose, or other use or disposition of any research outcome shall be the sole responsibility of SPONSOR and/or its assignees and licensees. 11. Force Majeure. UNIVERSITY shall not be liable for any failure to perform as required by the Agreement, to the extent such failure to perform is caused by any reason beyond the UNIVERSITY'S control, or by reason of any of the following: Labor disturbances or disputes of any kind, accidents, failure of any required governmental approval, civil disorders, acts of aggression, acts of God, energy or other conservation measures, failure of utilities, mechanical shutdowns, material shortages, disease or similar occurrences. 12. Dispute Resolution. A. If any dispute arises under this Agreement, the parties agree to attempt to resolve the dispute in good faith as follows: 1. First, by informal negotiation. 2. If informal negotiations fail to resolve the dispute, the parties agree to seek mediation using a mediator acceptable to both parties. 3. If mediation fails to resolve the dispute within sixty (60) days of initial mediation session, the parties agree to submit to binding arbitration under the provisions of the Montana Uniform Arbitration Act, Title 27, Chapter 5, MCA. The arbitration shall be conducted before a single arbitrator selected by the parties. If the parties have not selected an arbitrator within ten (10) days of written demand for arbitration, the arbitrator shall be selected by the American Arbitration Association, THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION UNDER TITLE 27. ClMter 5 MC A. Page 3 of 10 Rev. 11113 B. Any dispute regarding or arising under this Agreement will be subject to and resolved in accordance with the laws of the State of Montana. C. It is agreed by the parties that venue for any alternative dispute resolution proceeding, to enforce or interpret this Agreement will be conducted in Gallatin County, Montana, 13. Assignment. Neither party shall assign or transfer any interest in this Agreement without the prior written approval of the other party, which approval shall not be unreasonable withheld. Notwithstanding the foregoing, either party may assign all or any portion of its benefits or burdens under this Agreement, without the prior approval of, to any business or entity that controls, is controlled by or is under common control with the assignor as such assignee assumes and agrees to be bound by all of the terms of the research set forth in Exhibit A. 14. Patents and Inventions. A. Sponsor Intellectual Property. SPONSOR shall own all rights and title to Intellectual Property created solely by SPONSOR and without use of UNIVERSITY resources under this Agreement. B. University Intellectual Property. UNIVERSITY shall own all rights and title to Intellectual Property created solely by UNIVERSITY employees. Any invention disclosure shall be deemed Confidential Information of the UNIVERSITY and shall not be disclosed by SPONSOR. C. Joint Intellectual Property. UNIVERSITY and SPONSOR shall jointly own all rights and title to Intellectual Property made jointly by UNIVERSITY and SPONSOR pursuant to this Agreement. D. UNIVERSITY agrees to take appropriate steps to cause all UNIVERSITY personnel assigned to the research project to file an appropriate invention disclosure for any and all inventions and improvements conceived or reduced to practice by any of such personnel in the performance of the research set forth in the scope of work. E. In consideration of SPONSOR's support of the project, UNIVERSITY agrees to grant SPONSOR, at its request and upon reimbursement for patent expenses, an option to negotiate a royalty-bearing license or licenses to practice such inventions and improvements upon terms acceptable to the parties. Such option and first right shall be exercisable by SPONSOR for a period of twelve (12) months after the completion of the research described in Attachment A, Scope of Work. F. Neither Party may invoke 35 USC §102(c) with respect to any invention made as a result of activities undertaken within the scope of this Agreement without the prior written consent of the other Party. G. All rights granted are subject to Public Law 96-517, Patent Rights in Inventions made with Federal Assistance (35 USC §201 et seq.). THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION UNDER TITLE 27,Chatter 5,M C A. Page 4 of 10 Rev. I U13 15. Similar Research. Nothing in this Agreement shall be construed to limit the freedom of University or of its researchers who are not participants under this Agreement, from engaging in similar research made under other grants, contracts or agreements with parties other than SPONSOR. 16. Ownership of Work. The UNIVERSITY will retain right, title and interest, including the right of copyright, in all work reduced to writing or fixed in any media (including reports, articles, photographs, recordings, data, computer programs and related documentation) produced by the UNIVERSITY under this Agreement. 17. Royalty-Free Educational Uses. As to all licenses which may be granted by UNIVERSITY to SPONSOR under the terms of this Agreement, UNIVERSITY retains for itself and other not- for-profit institutions a perpetual royalty-free non-exclusive right to practice the licensed patents and to use the licensed information for research, testing, and educational purposes of the UNIVERSITY. 18. Use of University Name. SPONSOR will not include the name, logo or identifying marks of UNIVERSITY or any of its employees in any advertising, sales promotion or other publicity matter without the prior written approval of same. 19. Relationship of Parties. UNIVERSITY performs the services required under this Agreement as an independent contractor. Under no circumstance shall UNIVERSITY or its personnel be considered an employee or agent of SPONSOR. This Agreement shall not constitute, create or in any way be interpreted as a joint venture, partnership or formal business organization of any kind. 20. Termination. A. This Agreement may be terminated at any time upon the written mutual consent of the parties. B. Either party may terminate this Agreement for failure of the other party to perform any of the services, duties, or conditions contained in this Agreement after giving the other party written notice of the stated failure ten (10) days in advance of the termination. If the party does not correct the failure within the ten (10) day period, or any longer period agreed upon in writing by the parties, the termination is effective at the end of the specified period. C. The above mentioned remedies are in addition to any other remedies provided by law or the terms of the Agreement. 21. Modification. This Agreement contains the entire agreement between the parties, and no statements, promises or inducements made by either party, or agents of either party, that are not contained in this Agreement are valid or binding. This Agreement may not be enlarged, modified or altered except by written amendment by the parties. 22. Special Conditions. Is this a Federally funded project?: �ZNO RYES THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION UNDER TITLE 27 Chapter 5. M C A Page 5 of 10 Rev. 11/13 If YES,then the following conditions apply: i Whereas the SPONSOR has been awarded Federal funds from iinsert agency name identified as insert agency award identifier{, jinsert CFDA number, therefore in consideration of the mutual premises contained, the parties agree that this Agreement will be performed in accordance with the general conditions and Prime Award conditions (herein referred to as special conditions) as contained in Attachment D. The attached special conditions apply to this Agreement and in the case of any conflict between the general conditions and special conditions, the latter will prevail. The parties hereto have executed this Agreement on the date set forth below by their duly authorized representatives. UNIVERSITY: SPONSOR: Jefferson County MONTANA STATE UNIVERSITY Sig e: Signature: Leslie Y Sclifffidt By. <-I Title: Asst VP for Research Title: ate: ' Date: l D '7 THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION UNDER TITLE 27 Chapter 5,M C A. Page 6 of 10 Rev. 11/13 ATTACHMENT A SCOPE OF WORK Site Surveys Confluence will conduct the following surveys priorto initiating the Jefferson Slough channel modification design: Channel cross-section and profile surveys with sufficient density to develop a hydraulic model of the entire project reach and determine material volumes necessary to fill the existing channel Surveys of existing channel crossings and constrictions that may affect water surface elevations during various discharges Delineation of jurisdictional wetlands and open waters ofthe U.S. present within the project area. The delineation will include and area approximately 200 feet wide and extend the length of the currently known infested reach of Jefferson Slough (approximately 100 acres total). Survey of existing infrastructure, utilities, buildings, and other man-made objects that may be affected by the project. Trees larger than 4 inches DBH and shrubs taller than 6 feet along proposed channel alignment. Test pits will be dug using a powered 4" auger or similar along the proposed channel alignment to determine soil properties and depth to gravellcobble materials suitable for constructing a new channel bed. If necessary, atracked excavator will be used to determine fine sediment depths in the existing channel for use in determining backfill quantities. Surveys will betied into the existing LiDAR survey of the channel banks and floodplain. A utility locate will be ordered prior to conducting the site survey work. ATTACHMENT B ITEMIZED BUDGET Salaries $7313 Benefits $1387 Supplies $4500 Travel $1800 E ui ment $ Other Direct Costs $1 1 Total Direct Costs $15000 Indirect Costs $0 (will be included in final budget at 10%) Total Costs $15000 ATTACHMENT C CONTACTS Sponsor Contacts University Contacts Institution/Organization Institution/Organization Name: j Name: Montana State University Address: Address: Office of Sponsored Programs 309 Montana Hall; PO Box 172470 Bozeman, MT 59717-2470 Authorized Official Authorized Official Named Name: Leslie L Schmidt Telephone:1 Telephone:406-994-2381 Email: Email:lschmidt montana.edu Administrative Contact—AgreementTerms Administrative Contact—Agreement Terms Name:, I Name: Carmen Fike, Business Officer Address:) I Address: See above I Telephoner Telephone: 406-994-1939 Email:, Email:cfike @montana.edu Principal Investigator Principal Investigator Name:) Name: Ryan Thum Address:( Address: Telephone: Telephone: Email:! Email:I Financial Contact- Invoices Financial Contact- Invoices Name:; Name: Carmen Fike Address:; Address: See above i Telephone:, Telephone:406-994-1939 Fax-! 1 Fax: 406-994-7951 Email:) Email: cfike @montana.edu ATTACHMENT D SPECIAL CONDITIONS (ATTACH PRIME AWARD IN ITS ENTIRETY)