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HomeMy WebLinkAbout19- Agreement for Services and Receipt of Grant Funds - Sexual Assault Counseling Center (SACC) - 2018 Office on Violence Against Women (OVW) Grant Award to the Gallatin Project soz , k CO. 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 Sexual Assault Counseling Center, a program of Help Center, Inc. (SACC), a non-profit, non-government organization that provides information, outreach, direct services, advocacy, crisis counseling and therapy in a safe and confidential manner to victims of Sexual assault, with a mailing address of 421 E. Peach Street, 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). HAVEN 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 SACC 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 SACC 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: SACC 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 PROJECT Page 1 of 11 4. Contacts: The primary contact for the City shall be Project Director Deputy Chief Jim Veltkamp, Bozeman Police Department and for SACC shall be Christina Powell. Notices under this Agreement shall be made to the addresses listed above. 5. Special Conditions: In addition to the requirements of this Agreement, SACC 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 1-43 listed in the Award Continuation Sheet dated August 4, 2014. SACC 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 (DOJ) regulation for the Equal Treatment of Faith-Based Organizations. 6. Reimbursement for Services/Requests for Payment: Reimbursement to SACC for services rendered under the Grant and this Agreement shall not exceed $145,773 during the Period of Performance. Reimbursements will be made to SACC 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 SACC 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. AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS FOR 2018 OVW GRANT AWARD TO THE GALLATIN PROJECT Page 2 of 11 8. Reports/Accountability: SACC agrees to develop and/or provide documentation as requested by the City demonstrating SACC's compliance with the requirements of the Grant,the MOU and this Agreement. SACC 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. SACC shall assist the Project Director with preparing and submitting the reports required by DOJ/OVW and respond promptly to all requests for documentation. SACC 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 SACC 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: SACC 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, SACC 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. SACC 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 SACC is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. SACC is not subject to the terms and provisions of the AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS FOR 2018 OVW GRANT AWARD TO THE GALLATIN PROJECT Page 3 of 11 City's personnel policies 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 SACC and any third parties. SACC 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. SACC shall maintain workers' compensation coverage for all members and employees of SACC's organization, except for those members who are exempted by law. SACC 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. SACC 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, SACC 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 SACC; or (ii) any negligent, reckless, or intentional misconduct of any of the SACC'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 SACC or SACC's agents or employees. AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS FOR 2018 OVW GRANT AWARD TO THE GALLATIN PROJECT Page 4 of 11 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). SACC'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 SACC to assert its right to defense or indemnification under this Agreement or under the SACC'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 SACC 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. SACC 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, SACC shall at SACC'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 SACC in this Section and shall not contain any exclusion for liabilities specifically assumed by SACC 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 PROJECT Page 5 of 11 SACC 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. SACC shall notify City within two (2) business days of SACC's receipt of notice that any required insurance coverage will be terminated or SACC'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 SACC's Fault: a. If SACC 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 SACC'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, SACC shall be entitled to payment only for those services SACC 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. AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS FOR 2018 OVW GRANT AWARD TO THE GALLATIN PROJECT Page 6 of 11 d. In the event of termination under this Section, SACC 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 SACC("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 SACC 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. SACC 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, SACC is entitled to payment only for those services SACC 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 SACC for its performance of this Agreement. SACC 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 SACC's Damages; Time for Asserting Claim: a. In the event of a claim for damages by Contractor under this Agreement, SACC's damages shall be limited to contract damages and SACC hereby expressly waives any AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS FOR 2018 OVW GRANT AWARD TO THE GALLATIN PROJECT Page 7 of 11 right 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 or kind. b. In the event SACC 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 SACC fails to provide such notice, SACC shall waive all rights to assert such claim. 15. SACC's Representations: To induce City to enter into this Agreement, SACC makes the following representations: a. SACC 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. SACC 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: SACC 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. SACC 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 SACC shall be obligated to furnish such proof. AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS FOR 2018 OVW GRANT AWARD TO THE GALLATIN PROJECT Page 8 of 11 The SACC shall be responsible for instructing and training the SACC's employees and agents in proper and specified work methods and procedures. The SACC shall provide continuous inspection and supervision of the work performed. The SACC 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 SACC may not subcontract or assign SACC'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: SACC agrees to develop and/or provide documentation as requested by the City demonstrating Contractor's compliance with the requirements of this Agreement. SACC 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: SACC 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 PROJECT Page 9 of 11 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: SACC'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 PROJECT Page 10 of 11 ****END OF AGREEMENT EXCEPT FOR SIGNATURES"" IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year indicated below. ate: is ai a�ig Christina Powell, Executive Director Sexual Assault Counseling Center mitt, b4anag Ci of Bozeman An�� Q 4�cv�{xwu�. � �c�ri�� � M2�v�f.✓ AGREEMENT FOR SERVICES AND RECEIPT OF GRANT FUNDS FOR 2018 OVW GRANT AWARD TO THE GAI.IATIN PROJECT pop 11 cf 11