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HomeMy WebLinkAboutComplete_with_DocuSign_Family_Promise_Grant_ FY 2024 Family Promise Grant Agreement – Emergency Shelter and Transitional Housing Campus GRANT AGREEMENT Family Promise of Gallatin Valley THIS AGREEMENT is made and entered into this ____ day of __________, 20__ 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 Family Promise of Gallatin Valley, a non- profit organization located at 1603 Tschache Lane, Bozeman, Montana 59718 as GRANTEES. WHEREAS, on October 17, 2005, the Bozeman City Commission adopted Resolution No. 3866 establishing policies for the granting of funds from the City of Bozeman to a requesting entity; and WHEREAS, Family Promise of Gallatin Valley submitted a proposal to the City Commission for a grant of $400,000 to support the purchase real property in order to establish a comprehensive Emergency Shelter and Transitional Housing campus (the “Project”) that would benefit from the City funding; and WHEREAS, the City Commission may make grants of money for public purposes pursuant to Sect. 7-1-4124(9), MCA; and WHEREAS, the City Commission determines the granting of funds under this Agreement is for a public purpose benefitting the community with a comprehensive Emergency Shelter and Transitional Housing campus; and WHEREAS, on March 19, 2024, the Commission appropriated $400,000 for the Project. THE PARTIES AGREE: 1. The Grant. The City will grant and release to GRANTEE a sum of up to four-hundred thousand dollars ($400,000) 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 four-hundred thousand dollars ($400,000) will be used by GRANTEE for the sole purpose of providing funding to purchase real property to support the Project) which will include ten (10) Family Shelter units, nine (9) Workforce Housing units, and ten (10) Transitional Housing units, as described in the proposal submitted by Grantee to the City Commission, attached hereto as Exhibit A and by this reference incorporated herein. As a condition of this Grant, Grantee agrees to entered into a restrictive covenant on the real property located at 100 Discovery Way and 20 Cornerstone Drive in Bozeman, ensuring these units remain affordable for a minimum of 30 years. DocuSign Envelope ID: F8ED959E-36A5-4C46-B87B-DC709048A5F8 March 2419th FY 2024 Family Promise Grant Agreement – Emergency Shelter and Transitional Housing Campus 3. Payment of Grant Funds a. Grantee may request the Grant funds during the fiscal year ending June 30, 2024, as needed by providing proof of expenses paid. Acceptable forms of proof of payment shall be as determined in the sole discretion of the City’s Director of Finance. b. Any funds from the Grant not awarded during the fiscal year ending June 30, 2024, will remain in the City’s Community Housing Fund and will be available for other appropriation. c. The City will have no obligation to pay any Grant funds unless at the time of the request for payment (i) all of GRANTEE’s representations as set forth in Section 4 are true and correct, and (ii) GRANTEE is not in breach of any term of this Agreement. If any of the above conditions are not satisfied in sole the determination of the City, the City shall have no obligation to make payment and the City’s determination to refrain from paying, or its inability to pay, any of the Grant funds shall not be or result in a default of this Agreement. 4. 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 Project. 5. Reports/Accountability/Public Information. If Grant funds are paid to GRANTEE, GRANTEE will provide to the City a formal written report that includes, at a minimum, the proof of expenses paid. 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 DocuSign Envelope ID: F8ED959E-36A5-4C46-B87B-DC709048A5F8 FY 2024 Family Promise Grant Agreement – Emergency Shelter and Transitional Housing Campus 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. 6. Permits and Compliance With Laws. GRANTEE will obtain, in a timely manner, all required permits, licenses and approvals, and will meet all requirements of all local, state and federal laws, rules and regulations which must be obtained or met in connection with the Project. 7. 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. 8. Default and Termination. a. 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 for the Project. b. If the real property at 100 Discovery Way and 20 Cornerstone Drive in Bozeman where the Project is located is sold on or before ten (10) years from the date of the Agreement, the Grantee must inform the City of the sale and must return the grant funds of $400,000 to the City. The Bozeman City Commission, in its sole discretion, may forgive payment, accept a lessor amount, or permit any other alternative or relief in lieu of the repayment requirement. DocuSign Envelope ID: F8ED959E-36A5-4C46-B87B-DC709048A5F8 FY 2024 Family Promise Grant Agreement – Emergency Shelter and Transitional Housing Campus 9. 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, 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. 10. Representatives a. City’s Representative. The City’s Representative for the purpose of this Agreement shall Melissa Hodnett, Finance Director, 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 be Robin Mayer 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. 11. 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: F8ED959E-36A5-4C46-B87B-DC709048A5F8 FY 2024 Family Promise Grant Agreement – Emergency Shelter and Transitional Housing Campus 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 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; DocuSign Envelope ID: F8ED959E-36A5-4C46-B87B-DC709048A5F8 FY 2024 Family Promise Grant Agreement – Emergency Shelter and Transitional Housing Campus • 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. 12. 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 shall require these nondiscrimination terms of its subcontractors providing services under this Grant Agreement. 13. 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 DocuSign Envelope ID: F8ED959E-36A5-4C46-B87B-DC709048A5F8 FY 2024 Family Promise Grant Agreement – Emergency Shelter and Transitional Housing Campus 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. 14. 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 entitled to reasonable attorney’s fees and costs, including fees, salary, and costs of in-house counsel to include City Attorney. 15. 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. 16. 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 DocuSign Envelope ID: F8ED959E-36A5-4C46-B87B-DC709048A5F8 FY 2024 Family Promise Grant Agreement – Emergency Shelter and Transitional Housing Campus competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 17. 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. 18. 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. 19. 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. 20. 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. 21. Severability. If any portion of this Agreement is held to be void or unenforceable, the balance of the Agreement shall continue in effect. 22. Counterparts. This Agreement may be executed in counterparts, which together constitute one instrument. 23. Consent to Electronic Signatures: The Parties have consented to execute this Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year indicated below. _______________________ Date: __________ Chuck Winn, Acting City Manager City of Bozeman _______________________ Date: __________ DocuSign Envelope ID: F8ED959E-36A5-4C46-B87B-DC709048A5F8 4/3/2024 4/3/2024 FY 2024 Family Promise Grant Agreement – Emergency Shelter and Transitional Housing Campus Print name and Title: ___________________________ Robin Mayer, Development Director Approved as to form: _______________________ Date: __________ Greg Sullivan, City Attorney City of Bozeman DocuSign Envelope ID: F8ED959E-36A5-4C46-B87B-DC709048A5F8 Christel ChvilicekExecutive Director XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 4/3/2024