HomeMy WebLinkAbout19- Agreement for Services and Receipt of Grant Funds - Deaconess Health Services dba Bozeman Health - 2018 Office on Violence Against Women (OVW) Grant Award to the Gallatin Project so
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AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS
FOR 2018 OVW GRANT AWARD TO THE GALLATIN PROJECT
The CITY OF BOZEMAN, MONTANA, a self governing municipal corporation, organized and existing
under its Charter and the laws of the State of Montana, with a physical address of 121 North Rouse
Ave., Bozeman, MT and a mailing address of PO Box 1230, Bozeman, MT 59771 ("City") and Bozeman
Deaconess Health Services d/b/a Bozeman Health (BH), a private, non-government health organization
that provides health care of the highest quality to victims of Sexual assault, domestic violence, stalking
and dating violence with a mailing address of 915 Highland Boulevard, Bozeman, MT 59715, agree as
follows:
1. Award of Grant/ Purpose: On September 20, 2018, the federal Department of Justice, Office on
Violence Against Women (OVW) awarded the City of Bozeman (City) a grant in the amount of
$523,712 to fund the Gallatin Project (Grant Number 2018-WR-AX-0002). BH agrees to
participate in the Gallatin Project consistent with the grant proposal submitted to OVW on
January 29, 2018 (hereinafter referred to as the "Grant Proposal" and as detailed in the
Memorandum of Understanding (MOU) executed on behalf of this project on January 29, 2018.
The City and BH enter into this agreement to: (i) facilitate the completion of all tasks, objectives
and goals described in the Grant Proposal and MOU: (ii) ensure compliance with OWV and City
reporting requirements; and (iii) provide timely payment for services provided by BH on to the
Gallatin Project.
2. Period of Performance: This Agreement shall commence upon signing by both parties and shall
end no later than September 30, 2021 unless otherwise terminated pursuant to Section 10.
3. Scope of Work: BH shall provide services to the City and Gallatin Project consistent with the
Grant, the MOU, and the Grant Proposal, which are hereby incorporated by reference and
made a part of this Agreement.
AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS FOR 2018 OVW GRANT AWARD TO THE GALLATIN
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4. Contacts: The primary contact for the City shall be Project Director Deputy Chief Jim Veltkamp,
Bozeman Police Department and for BH shall be Katy Osterloth. Notices under this Agreement
shall be made to the addresses listed above.
5. Special Conditions: In addition to the requirements of this Agreement, BH shall comply with all
requirements and Special Conditions imposed upon the City by the federal Department of
Justice and applicable to the City of Bozeman as recipient of the Grant (attached) consisting of
Special Conditions 1-48 listed in the Award Continuation Sheet dated September 20, 2018. .
BH must comply with applicable federal civil rights laws, including Title VI of the Civil Rights Act
of 1964, Section 504 of the Rehabilitation Act of 1973, Title IX of the Education Amendments of
1972, the Age Discrimination Act of 1975, and the Department of Justice (Doi) regulation for
the Equal Treatment of Faith-Based Organizations.
6. Reimbursement for Services/Requests for Payment: Reimbursement to BH for services
rendered under the Grant and this Agreement shall not exceed $33,696 during the Period of
Performance. Reimbursements will be made to BH only for services authorized under the
Grant.
All requests for reimbursement shall be submitted in writing to the Project Director within
twenty (20) days of the end of each calendar month. Requests must include budget tracking
invoice of all work performed on behalf of the Gallatin Project including receipts, copies of time
sheets, and a narrative justification of the amount requested.
Allowable costs will be determined consistent with 2 CFR 230 and OMB Circular A-122: Cost
Principles for Non-Profit Organizations as well as expenditures that are both in initial budget
approval and that comply with the current edition of the OVW Financial Grants Management
Guide. Payment will be remitted by the City to BH within 30 days of approval of submitted
invoices.
7. Budget Adjustments/Special Purchases: Any expenditure not specifically allowed under the
grant must be submitted to the Project Director in writing and may be approved by the Project
Director in the Project Director's sole discretion. Such approval must be made prior to the
expenditure. The Project Director reserves the right to modify line item budgets to the extent
of its authority to meet the goals and objectives of the Gallatin Project, and will provide
notification of these changes to all sub-recipients.
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8. Reports/Accountability: BH agrees to develop and/or provide documentation as requested by
the City demonstrating BH's compliance with the requirements of the Grant, the MOU and this
Agreement.
BH shall collect and maintain service delivery data and provide timely reports to the Project
Director consistent with the requirements of the Department of Justice, the Grant, and City
procedures. BH shall assist the Project Director with preparing and submitting the reports
required by DOJ/OVW and respond promptly to all requests for documentation.
BH shall allow the City, its auditors, and other persons authorized by the City to inspect and
copy its books and records for the purpose of verifying that the reimbursement of monies
distributed to BH pursuant to this Agreement, the MOU, and the Grant was used in compliance
with this Agreement and all applicable provisions of federal, state, and local law.
9. Discrimination:
BH agrees not to discriminate either in employment or in the delivery of services or benefits in
the fulfillment of this agreement on the basis of actual or perceived race, color, religion,
national origin, sex, gender identity (as defined in paragraph 249(c)(4) of title 18, United States
Code), sexual orientation, or disability. At no time shall persons be excluded from participation
in, be denied the benefits of, or be subjected to discrimination under any program or activity
funded in whole or in part with funds made available under [VAWA], and any other program or
activity funded in whole or in part with funds appropriated for grants, cooperative agreements,
and other assistance administered by the Office on Violence Against Women. Exceptions shall
only apply if sex segregation or sex-specific programming is necessary to the essential operation
of a program, nothing in this paragraph shall prevent any such program or activity from
consideration of an individual's sex. In such circumstances, BH may meet the requirements of
this paragraph by providing comparable services to individuals who cannot be provided with
the sex-segregated or sex-specific programming.
BH agrees to take reasonable steps to ensure that persons with limited English proficiency have
meaningful access to funded programs or activities.
10. Independent Contractor Status/Labor Relations: The parties agree that BH is an independent
contractor for purposes of this Agreement and is not to be considered an employee of the City
for any purpose. BH is not subject to the terms and provisions of the City's personnel policies
AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS FOR 2018 OVW GRANT AWARD TO THE GALLATIN
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handbook and may not be considered a City employee for workers' compensation or any other
purpose. Contractor is not authorized to represent the City or otherwise bind the City in any
dealings between BH and any third parties.
BH shall comply with the applicable requirements of the Workers' Compensation Act, Title 39,
Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. BH
shall maintain workers' compensation coverage for all members and employees of BH's
organization, except for those members who are exempted by law.
BH shall furnish the City with copies showing one of the following: (1) a binder for workers'
compensation coverage by an insurer licensed and authorized to provide workers'
compensation insurance in the State of Montana; or (2) proof of exemption from workers'
compensation granted by law for independent contractors.
BH 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.
11. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered, to the
fullest extent permitted by law, BH agrees to release, defend, indemnify, and hold harmless the
City, its agents, representatives, employees, and officers (collectively referred to for purposes
of this Section as the City) from and against any and all claims, demands, actions, fees and costs
(including attorney's fees and the costs and fees of and expert witness and consultants), losses,
expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or
damages of whatever kind or nature connected therewith and without limit and without regard
to the cause or causes thereof or the negligence of any party or parties that may be asserted
against, recovered from or suffered by the City occasioned by, growing or arising out of or
resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of
BH; or (ii) any negligent, reckless, or intentional misconduct of any of the BH's agents.
For the professional services rendered, to the fullest extent permitted by law, Contractor
agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses,
and expenses, including reasonable defense attorney fees, to the extent caused by the
negligence or willful misconduct of BH or BH's agents or employees.
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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).
BH'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 BH to assert its
right to defense or indemnification under this Agreement or under the BH'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 BH 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.
BH also waives any and all claims and recourse against the City or its officers, agents or
employees, including the right of contribution for loss or damage to person or property arising
from, growing out of, or in any way connected with or incident to the performance of this
Agreement except "responsibility for his own fraud, for willful injury to the person or property
of another, or for violation of law, whether willful or negligent" as per 28-2-702, MCA.
These obligations shall survive termination of this Agreement and the services performed
hereunder.
In addition to and independent from the above, BH shall at BH's expense 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 BH in this Section and shall not contain any exclusion for liabilities specifically assumed by
BH in this Section.
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
AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS FOR 2018 OVW GRANT AWARD TO THE GALLATIN
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BH 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- $1,000,000 per occurrence; $2,000,000 annual aggregate;
• Commercial General Liability- $1,000,000 per occurrence; $2,000,000 annual aggregate;
• Automobile Liability - $1,000,000 property damage/bodily injury; $2,000,000 annual
aggregate; and
• Professional Liability-$1,000,000 per claim; $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 and Automobile Liability policies.
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. BH shall notify City within two (2) business days of BH's receipt of notice that any
required insurance coverage will be terminated or BH's decision to terminate any required
insurance coverage for any reason.
The City must approve all insurance coverage and endorsements prior to the Contractor
commencing work.
12.Termination for BH's Fault:
a. If BH refuses or fails to timely do the work, or any part thereof, or fails to perform any of
its obligations under this Agreement, or otherwise breaches any terms or conditions of
this Agreement, the City may, by written notice, terminate this Agreement and BH's
right to proceed with all or any part of the work ("Termination Notice Due to
Contractor's Fault"). The City may then take over the work and complete it, either with
its own resources or by re-letting the contract to any other third party.
b. In the event of a termination pursuant to this Section, BH shall be entitled to payment
only for those services BH actually rendered.
c. Any termination provided for by this Section shall be in addition to any other remedies
to which the City may be entitled under the law or at equity.
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d. In the event of termination under this Section, BH shall, under no circumstances, be
entitled to claim or recover consequential, special, punitive, lost business opportunity,
lost productivity, field office overhead, general conditions costs, or lost profits damages
of any nature arising, or claimed to have arisen, as a result of the termination.
13. Termination for City's Convenience:
a. Should conditions arise which, in the sole opinion and discretion of the City, make it
advisable to the City to cease performance under this Agreement City may terminate
this Agreement by written notice to BH("Notice of Termination for City's Convenience").
The termination shall be effective in the manner specified in the Notice of Termination
for City's Convenience and shall be without prejudice to any claims that the City may
otherwise have against Contractor.
b. Upon receipt of the Notice of Termination for City's Convenience, unless otherwise
directed in the Notice, the BH shall immediately cease performance under this
Agreement and make every reasonable effort to refrain from continuing work, incurring
additional expenses or costs under this Agreement and shall immediately cancel all
existing orders or contracts upon terms satisfactory to the City. BH shall do only such
work as may be necessary to preserve, protect, and maintain work already completed or
immediately in progress.
c. In the event of a termination pursuant to this Section, BH is entitled to payment only for
those services BH actually rendered on or before the receipt of the Notice of
Termination for City's Convenience.
d. The compensation described in this Agreement is the sole compensation due to BH for
its performance of this Agreement. BH shall, under no circumstances, be entitled to
claim or recover consequential, special, punitive, lost business opportunity, lost
productivity, field office overhead, general conditions costs, or lost profits damages of
any nature arising, or claimed to have arisen, as a result of the termination.
14. Limitation on BH's Damages;Time for Asserting Claim:
a. In the event of a claim for damages by Contractor under this Agreement, BH's damages
shall be limited to contract damages and BH hereby expressly waives any right to claim
AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS FOR 2018 OVW GRANT AWARD TO THE GALLATIN
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or recover consequential, special, punitive, lost business opportunity, lost productivity,
field office overhead, general conditions costs, or lost profits damages of any nature or
kind.
b. In the event BH wants to assert a claim for damages of any kind or nature, Contractor
shall provide City with written notice of its claim, the facts and circumstances
surrounding and giving rise to the claim, and the total amount of damages sought by the
claim, within ten (10) days of the facts and circumstances giving rise to the claim. In the
event BH fails to provide such notice, BH shall waive all rights to assert such claim.
15. BH's Representations: To induce City to enter into this Agreement, BH makes the following
representations:
a. BH has familiarized itself with the nature and extent of this Agreement, the Grant, 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 Grant.
b. BH 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.
16. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: BH shall not permit or
suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, by any
employee or agent engaged in services to the City under this Agreement while on City property
or in the performance of any activities under this Agreement. BH acknowledges it is aware of
and shall comply with its responsibilities and obligations under the U.S. Department of
Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention plans and
related testing. City shall have the right to request proof of such compliance and BH shall be
obligated to furnish such proof.
AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS FOR 2018 OVW GRANT AWARD TO THE GALLATIN
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The BH shall be responsible for instructing and training the BH's employees and agents in
proper and specified work methods and procedures. The BH shall provide continuous
inspection and supervision of the work performed. The BH is responsible for instructing his
employees and agents in safe work practices.
17. Modification and Assignability: This Agreement may not be enlarged, modified or altered
except by written agreement signed by both parties hereto. The BH may not subcontract or
assign BH's rights, including the right to compensation or delegate its duties arising hereunder,
without the prior written consent of City. Any subcontractor or assignee will be bound by all of
the terms and conditions of this Agreement.
18. Reports/Accountability/Public Information: BH agrees to develop and/or provide
documentation as requested by the City demonstrating Contractor's compliance with the
requirements of this Agreement. BH shall allow the City, its auditors, and other persons
authorized by the City to inspect and copy its books and records for the purpose of verifying
that the reimbursement of monies distributed to Contractor pursuant to this Agreement was
used in compliance with this Agreement and all applicable provisions of federal, state, and local
law.
19. Non-Waiver: A waiver by either party any default or breach by the other party of any terms or
conditions of this Agreement does not limit the other party's right to enforce such term or
conditions or to pursue any available legal or equitable rights in the event of any subsequent
default or breach.
20.Attorney's Fees and Costs: That in the event it becomes necessary for either Party of this
Agreement to retain an attorney to enforce any of the terms or conditions of this Agreement or
to give any notice required herein, then the prevailing Party or the Party giving notice shall be
entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house
counsel to include City Attorney.
21.Taxes: BH is obligated to pay all taxes of any kind or nature and make all appropriate employee
withholdings.
22. Dispute Resolution:
a. Any claim, controversy, or dispute between the parties, their agents, employees, or
representatives shall be resolved first by negotiation between senior-level personnel
AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS FOR 2018 OVW GRANT AWARD TO THE GALLATIN
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from each party duly authorized to execute settlement agreements. Upon mutual
agreement of the parties, the parties may invite an independent, disinterested mediator
to assist in the negotiated settlement discussions.
b. If the parties are unable to resolve the dispute within thirty (30) days from the date the
dispute was first raised, then such dispute may only be resolved in a court of competent
jurisdiction in compliance with the Applicable Law provisions of this Agreement.
23. Survival: BH's indemnification shall survive the termination or expiration of this Agreement for
the maximum period allowed under applicable law.
24. Headings: The headings used in this Agreement are for convenience only and are not be
construed as a part of the Agreement or as a limitation on the scope of the particular
paragraphs to which they refer.
25. Severability: If any portion of this Agreement is held to be void or unenforceable, the balance
thereof shall continue in effect.
26. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws
of the State of Montana.
27. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal
representatives, successors, and assigns of the parties.
28. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not
constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a
third party.
29. Counterparts: This Agreement may be executed in counterparts, which together constitute
one instrument.
30. Integration: This Agreement and attached Memorandum of Understanding hereto constitute
the entire agreement of the parties. Covenants or representations not contained therein or
made a part thereof by reference, are not binding upon the parties. There are no
understandings between the parties other than as set forth in this Agreement. All
communications, either verbal or written, made prior to the date of this Agreement are hereby
abrogated and withdrawn unless specifically made a part of this Agreement by reference.
AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS FOR 2018 OVW GRANT AWARD TO THE GALLATIN
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****END OF AGREEMENT EXCEPT FOR SIGANTURES****
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year
indicated below.
(y Date: 01/25/2019
John G. Hill, Chief Executive Officer
Bozeman Deaconess Health Services d/b/a Bozeman Health
Date: 01/24/2019
Brad Ludford, Chief Financial Officer
Bozeman Deaconess Health Services d/b/a Bozeman Health
Date: 19
Cit of Bozeman
Anr,o ate" ) "VI 6N t.V�
AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS FOR 2018 OVW GRANT AWARD TO THE GALLATIN
PROJECT
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Signature Certificate RightSignature
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John Hill
Party ID:TCAVJ2J4HKDVV9LW8YJLHN
IP Address: 69.144.211.154
VERIFIED EMAIL: jhill@bozemanhealth.org .1'a
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Brad Ludford
Party ID:4HXB3XIACJN5WVVLHAFDT2
IP Address: 205.166.158.17
VERIFIED EMAIL: bludford@bozemanhealth.org ^` K �
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Timestamp Audit
2019-01-25 08:58:56-0800 All parties have signed document.Signed copies sent to:Ann C Weddle,John
Hill,and Brad Ludford.
2019-01-25 08:58:56-0800 Document signed by John Hill Qhill@bozemanhealth.org)with drawn signature.
-69.144.211.154
2019-01-25 08:58:19-0800 Document viewed by John Hill Qhill@bozemanhealth.org).-69.144.211.154
2019-01-24 18:51:44-0800 Document signed by Brad Ludford(bludford@bozemanhealth.org)with drawn
signature.-205.166.158.17
2019-01-24 18:47:44-0800 Document viewed by Brad Ludford(bludford@bozeman health.org).-
205.166.158.17
2019-01-22 07:49:02-0800 Document created by Ann C Weddle(aweddle@bozemanhealth.org).-
216.67.187.238
f This signature page provides a record of the online
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