HomeMy WebLinkAbout06 Bozeman Art Museum - Final Agreement
Non-Profit COVID Relief Grant Agreement – Bozeman Art
Museum Page 1
NON-PROFIT COVID RELIEF GRANT AGREEMENT
Bozeman Art Museum
THIS AGREEMENT is made and entered into this ____ day of __________, 2021 by and between
the City of Bozeman, Montana, a self-governing municipal corporation located at 121 N. Rouse
Ave., Bozeman MT 59771 (“City”) as GRANTOR and Bozeman Art Museum, a non-profit
business located at 2612 W Main St Suite B, Bozeman, MT 59718 as GRANTEE.
WHEREAS, on November 22, 2020 the City Commission did adopt Resolution No. 5230
amending the City’s General Fund budget to appropriate the necessary funds to make grants to
non-profit entities for COVID pandemic relief, and
WHEREAS, on February 2, 2021 the City Commission did approve Non-profit COVID Relief
Grants, grantees, and amounts, and authorized the City Manager to enter into the necessary
grant agreements, and
WHEREAS, Bozeman Art Museum submitted an application for a Non-profit COVID Relief Grant
and was awarded a grant of $10,000 to assist in providing cultural related services (the
“Project”/the “Services”) that would benefit the residents of the City of Bozeman.
THE PARTIES AGREE:
1. The Grant. The City will grant and release to GRANTEE a sum of up to Ten thousand
dollars ($10,000) from its General Fund (the “Grant”) pursuant to the payment terms in
Section 3.
2. Use of Grant Funds. Grant funds in the amount of up to Ten thousand dollars ($10,000)
will be used by GRANTEE for the sole purpose of operational support for free-admission
art museum, as described in the proposal submitted by Grantee to the City Commission,
attached hereto as Exhibit A and by this reference incorporated herein.
3. Spending Deadline. It is agreed that all grant funds will be utilized by no later than
December 31, 2021.
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4. Payment of Grant Funds. The City agrees to disburse to GRANTEE Ten thousand dollars
($10,000) upon execution of this contract.
5. Grantee Representations
a. GRANTEE has familiarized itself with the nature and extent of this Agreement
and with all local conditions and federal, state and local laws, ordinances, rules,
and regulations that in any manner may affect Grantee’s performance under this
Agreement.
b. GRANTEE represents and warrants to City that it has the experience and ability
to perform its obligations under this Agreement; that it will perform said
obligations 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
for GRANTEE to meet this warranty.
c. GRANTEE represents and warrants to City that the Grant funds are necessary to
accomplish the financial requirements of the Cultural projects and services
described in Exhibit A.
6. Compliance with Public Health Regulations. GRANTEE agrees to comply with all
Federal, State and Local COVID-19 pandemic-related public health orders when in effect
during the term of this grant. GRANTEE agrees all programs subject to and benefited by
this grant award will adopt protocols and procedures to ensure compliance with
Federal, State, and Local COVID-19 Pandemic Orders by its employees and
patrons. GRANTEE agrees violations of this provision are grounds for termination
pursuant to Default and Termination Section of this Agreement.
7. Reports/Accountability/Public Information. By no later than December 31, 2021,
GRANTEE will provide to the City a formal written report that includes, at a minimum
a. grant spending, in compliance with Exhibit A, indicting spending amounts by
calendar months, and
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b. an impact statement report describing the grant’s impact on program operations
and the benefits of the grant to the citizens of Bozeman, including number of
residents or clients impacted during the grant spending period, and
c. the entity’s annual financial report for the fiscal year the grant was received, and
d. GRANTEE agrees to develop and/or provide such other documentation as
requested by the City demonstrating GRANTEE’s compliance with the
requirements of this Agreement.
GRANTEE must 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 monies provided to
GRANTEE pursuant to this Agreement were used in compliance with this Agreement and all
applicable provisions of federal, state, and local law. GRANTEE will retain such records for
seven years after receipt of final payment under this Agreement unless permission to
destroy them is granted by the City. GRANTEE shall not issue any statements, releases or
information for public dissemination without prior approval of the City.
8. Independent Contractor Status. The parties agree that GRANTEE, its agents,
employees, contractors, or subcontractors, are independent contractors for purposes of
this Agreement and are not to be considered employees or agents of the City for any
purpose. GRANTEE and its agents, employees, contractors, or subcontractors, are not
subject to the terms and provisions of the City’s personnel policies handbook and may
not be considered a City employee for workers’ compensation or any other purpose.
GRANTEE, its agents, employees, contractors, or subcontractors, are not authorized to
represent the City or otherwise bind the City in any way.
9. Default and Termination. If GRANTEE fails to comply with any condition of this
Agreement at the time or in the manner provided for, the City may terminate this
Agreement if the default is not cured within fifteen (15) days after written notice is
provided to GRANTEE. The notice will set forth the items to be cured. If this Agreement
is terminated pursuant to this Section, GRANTEE will repay to the City any Grant funds
already delivered to GRANTEE under Section 3 of this agreement.
10. Limitation on GRANTEE’s Damages; Time for Asserting Claim
a. In the event of a claim for damages by GRANTEE under this Agreement,
GRANTEE’s damages shall be limited to contract damages and GRANTEE hereby
expressly waives any right to claim or recover consequential, special, punitive,
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lost business opportunity, lost productivity, field office overhead, general
conditions costs, or lost profits damages of any nature or kind.
b. In the event GRANTEE wants to assert a claim for damages of any kind or nature,
GRANTEE must first 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 ninety (90) days of the facts and
circumstances giving rise to the claim. In the event GRANTEE fails to provide
such notice, GRANTEE shall waive all rights to assert such claim.
11. Representatives
a. City’s Representative. The City’s Representative for the purpose of this
Agreement shall be Anna Rosenberry, Assistant City Manager, or such other
individual as City shall designate in writing. Whenever approval or authorization
from or communication or submission to City is required by this Agreement, such
communication or submission shall be directed to the City’s Representative and
approvals or authorizations shall be issued only by such Representative;
provided, however, that in exigent circumstances when City’s Representative is
not available, GRANTEE may direct its communication or submission to other
designated City personnel or agents and may receive approvals or authorization
from such persons.
b. GRANTEE’s Representative. GRANTEE’s Representative for the purpose of this
Agreement shall Linda Williams, Executive Director or such other individual as
GRANTEE shall designate in writing. Whenever direction to or communication
with GRANTEE is required by this Agreement, such direction or communication
shall be directed to GRANTEE’s Representative; provided, however, that in
exigent circumstances when GRANTEE’s Representative is not available, City may
direct its direction or communication to other designated GRANTEE personnel or
agents.
12. Indemnity/Waiver of Claims/Insurance. To the fullest extent permitted by law,
GRANTEE agrees to defend, indemnify and hold the City and its agents, representatives,
employees, and officers (collectively referred to for purposes of this Section as the City)
harmless against all third party claims, demands, suits, damages, losses, and expenses,
including reasonable defense attorney fees, which arise out of, relate to or result from
GRANTEE’s (i) negligence, or (ii) willful or reckless misconduct.
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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). GRANTEE’s indemnification obligations 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 GRANTEE
to assert its right to defense or indemnification under this Agreement or under
GRANTEE’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
GRANTEE 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.
GRANTEE 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.
In addition to and independent from the above, GRANTEE shall at GRANTEE’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 GRANTEE in this Section. The insurance coverage
shall not contain any exclusion for liabilities specifically assumed by GRANTEE in this
Section unless and to the extent coverage for such liability is not reasonably available.
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
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the City and GRANTEE 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
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 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 thirty (30) day notice of cancellation or
non-renewal. The City must approve all insurance coverage and endorsements prior to
delivery of Grant funds to GRANTEE. GRANTEE shall notify City within two (2) business
days of GRANTEE’s receipt of notice that any required insurance coverage will be
terminated or GRANTEE’s decision to terminate any required insurance coverage for any
reason.
13. Nondiscrimination and Equal Pay. GRANTEE agrees that all hiring by Grantee of
persons performing this Grant Agreement shall be on the basis of merit and
qualifications. GRANTEE will have a policy to provide equal employment opportunity in
accordance with all applicable state and federal anti-discrimination laws, regulations,
and contracts. GRANTEE 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.
GRANTEE represents it is, and for the term of this Agreement will be, in compliance with
the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana
Equal Pay Act). GRANTEE must report to the City any violations of the Montana Equal Pay
Act that Contractor has been found guilty of within 60 days of such finding for violations
occurring during the term of this Agreement.
GRANTEE represents that it shall not engage in discriminatory practices. A discriminatory
practice occurs anytime a recipient of or applicant for services is denied services or has
some other negative action taken toward that recipient or applicant because of race,
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color, religion, creed, political ideas, sex, age, marital status, national origin, actual or
perceived sexual orientation, gender identity, physical or mental disability.
GRANTEE shall require these nondiscrimination terms of its subcontractors providing
services under this Grant Agreement.
14. Public Meetings and Access to Public Records
a. Meetings of GRANTEE that pertain to the receipt or expenditure of Grant funds from
the City are subject to the open meeting requirements of Montana law, including
those set forth in Title 7, Chapter 1, Part 41, MCA and Title 2, Chapter 3, MCA. To
ensure compliance, GRANTEE will provide agendas for meetings that pertain to the
receipt or expenditure of Grant funds covered by this Agreement to the City Clerk’s
office no later than 72 working hours prior to meeting for notice on the City’s official
posting board and any other sites deemed reasonable by the Clerk’s office. In
addition, meeting minutes will be kept by GRANTEE and provided to the City Clerk’s
office no later than 90 days after the meeting. These minutes shall be posted and
made available to the public by the City Clerk’s office except for those minutes taken
during a closed meeting in accordance with 2-3-203, MCA. Minutes taken during a
closed meeting shall also be provided to the City Clerk’s office but shall be handled
in accordance with the City Clerk’s regular executive session protocol and kept
private in a secured cabinet.
b. In accordance with 7-1-4144, MCA and subject to any applicable legal obligation to
protect and preserve individual confidential or private information, upon reasonable
request and at reasonable times during normal business hours, GRANTEE shall make
such records available for inspection and copying by members of the public.
GRANTEE may charge for such copying in accordance with the policies of the City,
which GRANTEE hereby adopts for such purposes.
c. To determine whether a meeting or part of a meeting may be closed to the public
and to determine whether information contained in GRANTEE documents is
protected by law from disclosure, GRANTEE may seek a determination of the City
Attorney at no cost to GRANTEE. Such request and determination shall not create
an attorney-client relationship between GRANTEE and the City.
15. Attorney’s Fees and Costs. In the event it becomes necessary for a party to 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 shall be
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entitled to reasonable attorney’s fees and costs, including fees, salary, and costs of in-
house counsel to include City Attorney.
16. Integration and Modification. This document contains the entire agreement between
the parties and no statements, promises or inducements made by either party or agents
of either party not contained in this written Agreement may be considered valid or
binding. This Agreement may not be modified except by written agreement signed by
both parties.
17. 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 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.
18. No Assignment. GRANTEE may not subcontract or assign GRANTEE’s rights, including
the right to Grant payments, or any other rights or duties arising hereunder, without the
prior written consent of City.
19. No Third Party Beneficiary. The terms and provisions of this Agreement are intended
solely for the benefit of each party and their respective successors and assigns. It is not
the parties’ intent to confer third party beneficiary rights upon any other person or
entity.
20. Choice of Law. This Agreement shall be governed and construed in accordance with the
laws of the State of Montana without regard to conflict of law provisions. The Parties
agree to submit to the personal and exclusive jurisdiction of the courts located within
Gallatin County, Montana.
21. Non-Waiver. A waiver by either party of 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.
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22. Severability. If any portion of this Agreement is held to be void or unenforceable, the
balance of the Agreement shall continue in effect.
23. Counterparts. This Agreement may be executed in counterparts, which together
constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year
indicated below.
_______________________ Date: __________
Jeff Mihelich, City Manager
City of Bozeman
_______________________ Date: __________
Linda Williams, Executive Director
GRANTEE
info@bozemanartmuseum.org
Approved as to form:
_______________________ Date: __________
Greg Sullivan, City Attorney
City of Bozeman
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2/17/2021
Non-Profit COVID Relief Grant Agreement –Bozeman Art
Museum Exhibit A
Exhibit A
Grant Proposal
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COVID Non‐Profit Grant Applications
Applicant Name: Bozeman Art Museum
Amount Requested: $ 10,000
Funding Recommendation: $ 10,000
General Category: Cultural
Detailed Description Submitted: see attached
Attachment: True
Contact Info: Linda Williams 4065701419 info@bozemanartmuseum.org
Entity Address: 2612 W Main St B Bozeman MT 59718
Other Entities Funding has been Requested From: Montana COVID relief grant Humanities Montana
Montana Arts Council 10,921 5,000 5,000
Date Submitted: 12/12/2020 12:43:00 PM
Financial Information Submitted? True
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Bozeman Art Museum
The Bozeman Art Museum was founded in January of 2012 to create an accredited art museum
where people of all ages can come together to experience the transformational power of art in
Bozeman, Montana. Our mission is to inspire and foster creativity and love of art through high
quality exhibits, programs, classes and lectures. We began teaching in rural schools in
September of 2017 and have added city schools and homeschool students to our programmin g
reaching 1,192 students in school in 2019 and 987 in afterschool, summer and holiday classes .
We opened our doors to our exhibition space on January 3, 2020 only to close in mid-March
due to COVID-19. We were able to reopen in June and have been open with limited hours.
COVID-19 has impacted our organization in a number of ways. Many of the grants that we
would have received were redirected to “food and shelter” organizations and “arts and culture”
organizations have been adversely affected. Attendance is down by around 40% in our museum
and seems to be the trend in othe rs as well. We have saved money by not having as much
programming and limited hours, but fixed expen ses such as rent, utilities, etc. remain the same.
While donors have been kind to us, there is a sense of uncertainly at the moment and funds are
difficult.
We feel that the Bozeman Art Museum is bringing a unique service to the Bozeman community -
bringing art in a complex and challenging time and providing a place of respite and calm, a
much-needed benefit to a growing population. We are the only museum in the Gallatin Valley
that has free admission. We believe that art should be available to all and that it is a large
component to a sense of wellness and health in a populace. Our art classes in schools are also
provided free of charge with the same philosophy.
We believe that your support of our work will help us to sustain the good we are doing in
building this much needed community asset into the future. We would be most appreciat ive of
a grant to continue our efforts.
Attached is the 2020 Profit and Loss statement Year to date through November, 2020 .
If you need any more information, please let us know…all the best…Linda Williams, Executive
Director
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