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HomeMy WebLinkAbout32 World Language Initiative - Final AgreementNon-Profit COVID Relief Grant Agreement – World Language Initiative- MT Page 1 NON-PROFIT COVID RELIEF GRANT AGREEMENT World Language Initiative-MT 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 World Language Initiative-MT, a non-profit business located at 111 South Grand Avenue, Suite 202, Bozeman MT 59715 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, World Language Initiative-MT submitted an application for a Non-profit COVID Relief Grant and was awarded a grant of $10,000 to assist in providing education 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 online youth & adult language classes connecting isolated youth and adults, and staffing support, 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. DocuSign Envelope ID: FB1BB819-D124-433A-BEE1-D6D339AB5E0E 3/4/2021 Non-Profit COVID Relief Grant Agreement – World Language Initiative- MT Page 2 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 Education 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 DocuSign Envelope ID: FB1BB819-D124-433A-BEE1-D6D339AB5E0E Non-Profit COVID Relief Grant Agreement – World Language Initiative- MT Page 3 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, DocuSign Envelope ID: FB1BB819-D124-433A-BEE1-D6D339AB5E0E Non-Profit COVID Relief Grant Agreement – World Language Initiative- MT Page 4 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 Elizabeth Williamson, 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. DocuSign Envelope ID: FB1BB819-D124-433A-BEE1-D6D339AB5E0E Non-Profit COVID Relief Grant Agreement – World Language Initiative- MT Page 5 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 DocuSign Envelope ID: FB1BB819-D124-433A-BEE1-D6D339AB5E0E Non-Profit COVID Relief Grant Agreement – World Language Initiative- MT Page 6 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, DocuSign Envelope ID: FB1BB819-D124-433A-BEE1-D6D339AB5E0E Non-Profit COVID Relief Grant Agreement – World Language Initiative- MT Page 7 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 DocuSign Envelope ID: FB1BB819-D124-433A-BEE1-D6D339AB5E0E Non-Profit COVID Relief Grant Agreement – World Language Initiative- MT Page 8 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. DocuSign Envelope ID: FB1BB819-D124-433A-BEE1-D6D339AB5E0E Non-Profit COVID Relief Grant Agreement – World Language Initiative- MT Page 9 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: __________ Elizabeth Williamson, Executive Director GRANTEE elizabeth@wlimt.org Approved as to form: _______________________ Date: __________ Greg Sullivan, City Attorney City of Bozeman DocuSign Envelope ID: FB1BB819-D124-433A-BEE1-D6D339AB5E0E 3/4/2021 3/4/2021 3/8/2021 Non-Profit COVID Relief Grant Agreement –World Language Initiative- MT Exhibit A Exhibit A Grant Proposal DocuSign Envelope ID: FB1BB819-D124-433A-BEE1-D6D339AB5E0E COVID Non‐Profit Grant Applications  Applicant Name: The World Language Initiative‐MT  Amount Requested: $ 20,000  Funding Recommendation:  $ 10,000  General Category:  Education  Detailed Description Submitted:  Please see attached.  Attachment:  True  Contact Info:  Elizabeth  Williamson  4065797260 info@wlimt.org  Entity Address:  The Emerson Center 111 S Grand Ave Suite 202 Bozeman  MT 59715  Other Entities Funding has been Requested From: BELLA MSU Seed Grant (secured, Nov 2020) Otto  Bremer 2 yrs (pending, Feb 2021) NA NA NA 5,000 55,000 NA NA  Date Submitted:  12/14/2020 3:07:00 PM  Financial Information Submitted?  True  DocuSign Envelope ID: FB1BB819-D124-433A-BEE1-D6D339AB5E0E WLI-MT is a 501(c)3 in Bozeman, MT. Our Tax-id is 82-221916. We are located in Room 202 at The  Emerson Cultural Center on South Grand Avenue Bozeman. In 2019, we ​served 1,400 community  members, both youth and adults, through our fee-for-service programs.  Our​ mission is to support cultural awareness and celebrate community diversity through advancing  access to world language, culture, & literacy education in the State of Montana. WLI-MT employs  experienced language educators and trains native speakers to teach language and culture to youth  and adults, currently in the City of Bozeman and parts of the Gallatin Valley. In 2020, we offered  Arabic, Mandarin, Spanish, French and German language and culture classes to youth and adults. In  past years, we have also taught Turkish, Korean and Portuguese.   Since the harsh impacts of COVID began in winter 2020, WLI-MT has been unable to deliver our  usual in-school, after-school, and summer fee-for-service programming to Bozeman Area and  Gallatin Valley schools. Our ability to teach to our adult communities has also been hampered.   The inability to offer our in-person programs have affected our ability to pay core staff, language  teachers, and rent. Both our After-School Program & Summer Language Camps serve as the  organization’s main source of income, and we have been deeply affected by not running these  programs this year.   With the support of summer and fall 2020 COVID relief grants, we have been able to pivot and safely  reach a subset of our community of learners with small-group POD language programs at The  Emerson Cultural Center and through online youth and adult classes.   With grant funds from The City, we can continue our online language programs, connect with  isolated youth and adults, and support our staff & teachers through the winter and spring 2021.  We therefore are asking for your support in the amount of ​$20,000 t​o help WLI-MT continue  programming in the three following areas : 1) General funds to supplement the loss of standard fee  for service revenue based on program services which enable us to run our organization, 2) Continue  our Online Youth & Adult Language Classes through the remainder of the COVID period, and 3) To  launch the 2021 BELLA Project, a new Bozeman Area summer program supporting newcomer ELL  (English Language Learner) youth through literacy education & mentorship.   Of the $20,000 requested, we are asking $10,000 in general funds to offset incurred losses of  revenue caused by the inability to offer our language and culture enrichment programming to the  community during COVID from February 2020 into 2021. These general fund dollars will go to  personnel to support the salaries of our Executive Director and Program Coordinator and to pay for  our office and teaching space at the Emerson Cultural Center. An additional $5,000 will also be  allocated to personnel in support of our smaller online language classes and to continue to keep our  part-time Language and Culture Coaches employed. The remaining $5,000 will support the launch of  DocuSign Envelope ID: FB1BB819-D124-433A-BEE1-D6D339AB5E0E the Summer 2021 BELLA Project. Specifically, these dollars will be used to finalize and secure  partnerships with The City and other local nonprofits that will offer enrichment programming to our  EL students and ensure equity in enrichment programming for newcomer ELL youth.   In 2019, nearly 80% of our annual budget came from fee-for-service adult & youth programming  that we have been unable to deliver during COVID. An additional 5% of our budget ordinarily comes  from in-person events & fundraising. Due to these great losses, we have had to shrink our  programming considerably which continues to affect our organization’s stability. Funds from The  City will help supplement these losses and will allow us to continue to offer online youth and adult  classes, employing our team, and to pay our rent.   Our youth & adult language classes serve as a hub for individuals of all ages in isolation during  COVID. To give people the ability to connect with a community of learners is so important at this  time of uncertainty and isolation. The mental health of individuals, both young and old, has been  affected by COVID, and we are doing our best to connect people in the community with one another  and give positivity and hope to all who we engage with.  Additionally, COVID hampered the revenue gathering for the launch of a new 2021  community-based WLI-MT partnership program which focuses on literacy & mentorship and equity  in enrichment for EL newcomer youth in the Bozeman Area. This program, entitled the Bozeman  English Learner Literacy Alliance (BELLA), invests in Bozeman Area English Learner (EL) minority  youth through literacy support, enrichment programming, and mentorship. Based on our strategic  plan, in a non-COVID 2020 year, revenue from our fee for service programs would exist to seed and  kickstart this new community-oriented, collaborative project. We and the BELLA community partners  (MSU Modern Language Department & Bozeman School District and Bienvenidos Community  Group) believe it is imperative that this program be launched as soon as possible to respond to the  growing numbers of newcomer youth in our community. This program will create equity in  education and enrichment opportunities among ELs (English Learners) and ultimately increase  academic success and avoid disenfranchisement as they mature into adults. We have currently  secured $5,000 in the form of an MSU Seed Fund grant through partnering with the MSU Modern  Language Department and Bozeman School District EL Coordinator, Ellen Guettler. We have an  additional pending grant from Otto Bremer Trust which will also enable us to launch the program at  a larger scale, if received. We have made it through the initial Otto Bremer review process and will  be notified February 2021. Grant dollars for BELLA from The City will specifically allow us to grow our  partnership with The City of Bozeman Parks & Rec Department for the BELLA Project, to provide  equal opportunity in enrichment programming for our 2021 summer program’s newcomer youth.  We have offered our standard Summer Language and Culture Camps with the City’s Parks and Rec  Department the past two years. We are currently in conversation with Jamie Saitta and The City of  Bozeman’s Parks and Recreation to expand that partnership and secure an additional city-based  location for The BELLA Project summer program. Additionally, grant dollars will allow us to secure  DocuSign Envelope ID: FB1BB819-D124-433A-BEE1-D6D339AB5E0E additional partnerships with other local nonprofit enrichment programs to offer our BELLA  participants.   COVID will continue to negatively impact our organization’s programming through the winter/spring  of 2021 and until we can return to normal in-person programming. It is our passion and intention to  continue positive programming in the community by connecting both youth & adult learners to one  another through online language classes, ultimately resulting in less isolation, more community  connections, and an improved state of mental health and well-being. Our programs are important to  students and to our community, and therefore we feel it essential that they can continue their  language journeys during this time of uncertainty and isolation.   Beyond COVID, support to keep our programs running allows WLI-MT to grow our reach to more  community members, and ultimately secure sustainability for all of our community programs. It will  also allow us to create The BELLA Project and serve Gallatin Valley’s EL newcomer youth through  literacy & enrichment education, and mentorship. WLI-MT is a hub for supporting cultural  understanding, celebrating our community’s growing diversity, and connecting our Gallatin Valley  community to the greater global community.   We are grateful for your support & this opportunity to help us thrive and survive the negative  impacts of COVID in 2021.   DocuSign Envelope ID: FB1BB819-D124-433A-BEE1-D6D339AB5E0E