HomeMy WebLinkAbout2005 S Housing - Consultant Services - Consolidated Housing Plan 2005-2009 Training & Development Associates, IncAGREEMENT FOR CONSULTANT SERVICES:
Orange County Five-Year Consolidated Plan (FY 2005 - 2010)
Orange County Comprehensive Housing Strategy
THIS AGREEMENT (hereafter the "agreement") has been made and
entered into on this the ~~(,~, day of
2005, by and between the County of Orange, North
Carolina hereinafter the "COUNTY") and Training Development and
Associates, Inc. (hereinafter the "Contractor").
WITNESSETH, that whereas the COUNTY issued a Request for Proposals
from experienced persons or firms qualified to develop the FY
2005-2010 Consolidated Plan for the countywide HOME Consortium and
the Community Development Block Grant (CDBG) entitlement community
of Chapel Hill as well as a countywide Comprehensive Housing
Strategy (CHS), (hereafter collectively described as "PROJECTS");
WHEREAS, Contractor offered to provide consulting services as
detailed in their proposal dated December 13, 2004 (hereafter the
"PROPOSAL"), which is attached hereto and incorporated herein as
Exhibit A to this agreement; and
WHEREAS, COUNTY is determined to hire the Contractor, in those
phases of the PROJECT to which agreement applies, to consult with
and give advice to the COUNTY related thereto;
NOW THEREFORE, the COUNTY and Contractor in consideration of their
mutual covenants herein agree in respect to the performance of
consultant services by Contractor and the payment for those
services by the COUNTY, as set forth below.
SECTION 1 - SERVICES
A. Contractor shall do, perform and carry out in a diligent and
professional manner, with time being of the essence, the services
described in the PROPOSAL (Exhibit A) Notwithstanding the
foregoing, and the timeline provided in the PROPOSAL, the
following deadlines for the completion and delivery of Services
shall be controlling:
i. The Consolidated Plan will be completed and delivered to
the COUNTY in time to allow submission of the Consolidated
Plan to the Greensboro office of the U.S. Department of
Housing and Urban Development (HUD) by May 15, 2005.
ii. The Comprehensive Housing Strategy will be completed
and delivered to the COUNTY by June 30, 2005.
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B. The services identified in Exhibit B as amended by Section 1-A-
ii of this agreement shall be referred to below in this agreement
as the "Services."
SECTION 2 - THE COUNTY'S RESPONSIBILITIES
A. The COUNTY will cooperate to furnish the Contractor with
copies of all data, surveys and other relevant information
already developed and other public records freely available
to the County that will aid the Contractor to provide the
Services.
B. The COUNTY'S representative will be the Orange County Housing
and Community Development Director and the Town of Chapel
Hill contact will be the Chapel Hill Community Development
Coordinator unless the COUNTY notifies the Contractor
otherwise.
SECTION 3 - PAYMENTS
A. COUNTY shall compensate Contractor for the services provided
on the basis of invoices for Services rendered by Contractor.
Contractor shall submit invoices to the COUNTY within 30 days
after completion and delivery of each deliverable provided
for in the Services.
B. The total compensation payable to the Contractor for the
Services under this agreement shall not exceed $69,800, which
shall consist of up to $42,800 for the Consolidated Housing
Plan and up to $27,000 for the Comprehensive Housing
Strategy.
SECTION 4 - AGREEMENT PERIOD
This agreement shall be effective from the last date of its
execution until Contractor completes performance of all of the
Services or until June 30, 2005, whichever is later.
SECTION 5 - TERMINATION
Either party has the right to terminate this agreement upon giving
the other party ten (10) days written notice. In the event of
termination, all deliverables due on the Services will be
delivered to the COUNTY within a ten (10) day period from the date
of termination notification. COUNTY will compensate Contractor on
the basis of invoices submitted pursuant to Section 3 of this
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agreement for Services rendered and delivered by Contractor prior
to the date of termination.
SECTION 6 - SUCCESSORS AND ASSIGNS
Neither the COUNTY nor Contractor will assign, sublet or transfer
their respective interest in this agreement without the written
consent of the other.
SECTION 7 - GENERAL PROVISIONS
The COUNTY and the Contractor agree that this agreement shall be
subject to Special Conditions contained in Exhibit B, which
together with the provisions hereof and Exhibit A, as may be
modified herein, represent the entire agreement between the COUNTY
and Contractor, which may only be altered, amended or repealed by
a duly executed written instrument.
If any portion of this agreement is held as a matter of law to be
unenforceable, the remainder of this agreement shall be
enforceable without such provisions.
SECTION 8 - INSURANCE
Prior to beginning to perform Services under this agreement,
Contractor shall provide the COUNTY with proof of current
certificate of Professional or General Liability Insurance for
contractor and all of contractor's agents, employees or
subcontractors who are to provided Services under this agreement.
SECTION 9 - HOLD HARMLESS
Contractor agrees to indemnify and hold harmless the COUNTY, HUD,
and their respective officers, agents and employees, from and
against any and all claims, damages, losses, and expenses
including reasonable attorney's fees caused by the negligent acts,
errors or omissions of Contractor (including employees, visitors,
sub-contractors or consultants, etc.) which may occur during the
execution of work. Nothing in this agreement shall be construed as
either a waiver of governmental immunity or as creating any
personal liability on the part of any officer or agent of any
public body, which may be party hereto, nor shall it be construed
as giving rights of benefits hereunder to any other than the
COUNTY or Contractor.
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SECTION 10- APPLICABLE LAW
This agreement shall be governed by and construed in accordance
with the applicable laws of the State of North Carolina, and venue
for any legal action shall be Orange County.
IN WITNESS WHEREOF, the parties thereto have made and executed
this agreement the day and year first written above:
ATTEST: Orange County, rth Carolina
Clerk o t e B d Chair, Orange Count rd of
Commissioners
SEAL
ATTEST:
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Title:~nior O~~ ~- i~I~CK~-°L~-
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CONSULTANT
Training, Development and
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Exhibit A
PROPOSAL
Exhibit B
SPECIAL CONDITIONS
"Contractor" in this section refers to Training, Development, and
Associates, Inc..
I. Federal Provisions
1. Reporting Requirements:
l.l. In accordance with 24 CFR
and Contractor will comply with
regulations pertaining to repor
parts listed under 24 CFR 85.40
2. Patent Rights:
85.36(1)(7), the COUNTY
all requirements and
ting, specifically those
and 24 CFR 85.41.
2.1. In accordance with 24 CFR 85.36(1)(8), the COUNTY
and Contractor will comply with all requirements and
regulations pertaining to patent rights with respect to
any discovery or invention which arises or is invented
in the course of or under such contract.
3. Copyrights:
3.1. The United States Department of Housing and Urban
Development reserves a royalty-free, nonexclusive, and
irrevocable license to reproduce, publish or otherwise
use, and to authorize others to use, for Federal
Government purposes: (a) the copyright in any work
developed under a grant, subgrant, or contract under a
grant or subgrant; and (b) any rights of copyright to
which a grantee, subgrantee or a contractor purchases
ownership with grant support.
4. Record Retention and Access to Pertinent Information:
4.1. In accordance with 24 CFR 85.36(1)(11), the COUNTY
shall retain all pertinent books, documents, papers and
records pertaining to this contract in accordance with
24 CFR 85.42 for a period of five years after the date
of final payment and all other pending matter are
closed. All accounts and records shall be maintained,
including personal property and financial records,
adequate to identify and account for all costs
pertaining to the Contract and such other records as may
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be deemed necessary to assure proper accounting for all
project funds, both Federal and non-Federal shares.
In accordance with 24 CFR 85.36(1)(10), the Contractor,
and his subcontractor, if any, shall retain all
pertinent books, documents, papers and records involving
transactions relating to this contract for three years
from the date of final payment under this contract. The
Contractor shall make such records available to the
COUNTY, the Comptroller General of the United States,
the U.S. Department of Housing and Urban Development, or
their duly authorized representatives, for the purpose
of making audit, examination, excerpts and
transcriptions.
The periods of access and examination described above,
for records which related to litigation or the
settlement of claims arising out of the performance of
this contract, or costs and expenses of this contract as
to which exception has been take by the COUNTY, the
Comptroller General of the United States, the U.S.
Department of Housing and Urban Development, or their
duly authorized representatives, shall continue until
such litigation, claims, or exceptions have been
disposed of.
5. Nondiscrimination Clause - Section 109, Housing and
Community Development Act of 1974:
5.1. No person in the United States shall on the grounds
of race, color, national origin or sex 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 available
under this title.
6. Equal Employment Opportunity Clause - Executive Order
11246 Clause:
(Applicable to all construction contracts awarded
in excess of $10,000 by grantees and their
contractors or subcontractors.)
6.1. During the performance of this contract, the
contractor agrees as follows:
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The Contractor will not discriminate against any
employee or applicant, for employment because of race,
color, religion, sex, or national origin. The contractor
will take affirmative action to ensure that applicants
are employed, and that employees are treated during
employment, without regard to their race, color,
religion, sex, or national origin. Such actions shall
include, but not be limited to the following:
employment, upgrading, demotion, to transfer;
recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of
compensation; and selection for training, including
apprenticeship. The Contractor agrees to post in
conspicuous places,. available to employees and
applicants for employment, notices to be provided by the
contracting officer setting forth the provisions of this
nondiscrimination clause.
The contractor will, in all solicitations or
advertisements for employees placed by or on behalf of
the contractor, state that all qualified applicants will
receive consideration of employment without regard to
race, color, religion, sex or national origin.
The Contractor will send to each labor union or
representative or workers with which he has a collective
bargaining agreement or other contract or understanding,
a notice, to be provided by the agency's contracting
officer, advising the labor union or workers'
representative of the contractor's commitments under
Section 202 of Executive Order 11246 of September 24,
1965, and shall post copies of the notice in conspicuous
places available to employees and applicants for
employment.
The Contractor will comply with all provisions of
Executive Order No. 11246 of September 24, 1965, and of
the rules, regulations, and relevant orders of the
Secretary of Labor.
The Contractor will furnish all information and reports
required by Executive Order No. 11246 of September 24,
1965, and by the rules, regulations, and orders of the
Secretary of Labor, or pursuant thereto, and will permit
access to his books, records, and accounts by the
contracting agency and the Secretary of Labor for
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purposes of investigation to ascertain compliance with
such rules, regulations and orders.
In the event of the Contractor's noncompliance with the
nondiscrimination clauses of this contract or with any
such rules, regulations, or orders, this contract may be
canceled, terminated, or suspended in whole or in part
and the contractor may be declared ineligible for
further Government contracts in accordance with
procedures authorized in Executive Order 11246 of
September 24, 1965, and such other sanctions may be
imposed and remedies involved as provided in Executive
Order No. 11246 of September 24, 1965, or by rule,
regulation, or order of the Secretary of Labor, or as
otherwise provided by law.
The Contractor will include the provisions of paragraphs
(1) through (7) in every subcontract or purchase order
unless exempted by rules, regulations, or orders of the
Secretary of Labor issued pursuant to Section 204 of
Executive order 11246 of September 24, 1965, so that
such provisions will be binding upon each subcontractor
or vendor. The Contractor will take such action with
respect to any subcontract or purchase order as the
contracting agency may direct as a means of enforcing
such provisions including sanctions for noncompliance.
Provided, however, that in the event the contract
becomes involved in, or threatened with, litigation with
a subcontractor or vendor as a result of such director
by the contracting agency, the Contractor may request
the United States to enter into such litigation to
protect the interests of the United States.
7. Section 504 of the Rehabilitation Act of 1973, as
amended - Nondiscrimination on the Basis of Handicap:
7.1. No qualified handicapped person, on the basis of
handicap, shall be excluded from participation in, be
denied the benefits of, or otherwise be subjected to
discrimination under any program or activity which
receives or benefits from Federal financial assistance.
8. Age Discrimination Act of 1975, as amended -
Nondiscrimination on the Basis of Age:
8.1. No qualified person shall on the basis of age be
excluded from participation in, be denied the benefits
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of, or otherwise be subjected to discrimination under
any program or activity which receives or benefits from
Federal financial assistance.
9. Section 3 Clause - Compliance in the Provision of
Training, Employment and Business Opportunities:
9.1. The work to be performed under this contract is on
a project assisted under a program providing direct
Federal financial assistance from the Department of
Housing and Urban Development and is subject to the
requirements of Section 3 of the Housing and Urban
Development Act of 1968, as amended, 12 U.S.C. 1701u.
Section 3 requires that to the greatest extent feasible,
opportunities for training and employment be given to
lower income residents of the project area and contracts
for work in connection with the project be awarded to
business concerns which are located in, or owned in
substantial part by persons residing in the area of the
project .
The parties to this contract will comply with the
provisions of said Section 3 and the regulations issued
pursuant thereto by the Secretary of Housing and Urban
Development set forth in 24 CFR Part 135, and all
applicable rules and orders of the Department issued
thereunder prior to the execution of this contract. The
parties of this contract certify and agree that they are
under no contractual or other disability which would
prevent them from complying with these requirements.
The Contractor will include this Section 3 clause in
every subcontract for work in connection with the
project and will, at the direction of this applicant or
recipient of Federal financial assistance, take
appropriate action pursuant to the subcontract upon a
finding that the subcontractor is in violation or
regulations issued by the Secretary of Housing and Urban
Development, 24 CFR Part 135. The Contractor will not
subcontract with any subcontractor where it has notice
or knowledge that the latter has been found in violation
or regulations under 24 CFR Part 135 and will not let
any subcontract unless the subcontractor has first
provided it with a preliminary statement of ability to
comply with the requirements of these regulations.
Compliance with the provisions of Section 3, the
regulations set forth in 24 CFR Part 135, and all
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applicable rules and orders of the Department issued
hereunder prior to the execution of the contract, shall
be a condition of the Federal financial assistance
provided to the project, binding upon the applicant or
recipient for such assistance, .its successors and
assigns. Failure to fulfill these requirements shall
subject the applicant or recipient, its contractors and
subcontractors, its successors or assigns to those
sanction specified by the grant or loan agreement of
contract through which Federal assistance is provided,
and to such sanctions as are specified by 24 CFR Part
135.
10. Conflict of Interest:
10.1. No member, officer, or employee of the COUNTY, or
its agents, no member of the governing body of Orange
County, and no other public official of such locality or
localities who exercises any functions or
responsibilities with respect to the program during this
tenure of for one year thereafter, shall have any
financial interest, direct or indirect, in any contract
or subcontract, or the proceeds thereof for work to be
performed in connection with the program assisted under
this agreement. Immediate family members of said
members, officers, employees, and officials are
similarly barred from having any financial interest in
the program. The COUNTY and Contractor shall
incorporate, or cause to be incorporated, in all such
contracts or subcontracts, a provision prohibiting such
interest pursuant to the purpose of this section.
11. Interest of Contractor:
11.1.1 The Contractor covenant
interest and shall not acquire
indirect, in the project area
any other interest which would
degree with the performance of
s that he presently has no
interest, direct or
of any parcels therein or
conflict in any manner or
his services hereunder.
12. Certificate of Eligibility:
12.1. By entering into this contract, the Contractor
certifies that neither it (nor he or she) nor any person
or firm who has an interest in the contractor's firm is
a person or firm ineligible to be awarded Government
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contracts by virtue of 29 CFR 5. 12(a)(1) or to
participate in HITD programs pursuant to 24 CFR Part 24
or, if applicable, by virtue of Section 3(s) of the
Davis-Bacon Act. No part of this contract shall be
subcontracted to any person or firm ineligible for award
of a Government contract by virtue of 29 CFR 5. 12(1)(1)
or to participate in HUD programs pursuant to 24 CFR
Part 24, or, if applicable, by virtue of Section 3(a) of
the Davis-Bacon Act.
The penalty for making false statements is prescribed in
the U.S. Criminal Code, 18 U.S.C. 1001 and 18 U.S.C.
1010.
13. Debarred and Suspended Parties
13.1 The COUNTY and Contractor must not make any award
or permit any award (subgrant or contract) at any time
to any party which is debarred or suspended or is
otherwise excluded from or ineligible for participation
in Federal assistance programs under Executive Order
12549, "Debarment and Suspension". By entering into this
contract, the Contractor certifies that it is not
currently debarred or suspended, or is otherwise
excluded from or ineligible for participation in Federal
assistance programs under Executive Order 12549,
"Debarment and Suspensions".
14. Disputes, Default, and Termination
14.1 Disputes. In the event of dispute arising under
this Contract, the Contractor shall notify the COUNTY
promptly in writing of their contentions and submit the
claim. If the dispute arises before performance of the
related work, the written notice shall be submitted
prior to commencing such work. In any event, the
Contractor shall proceed with such work in compliance
with the instructions of the COUNTY; such compliance
shall not be a waiver of the Contractor's rights to make
a claim, provided they have notified the COUNTY in
writing as above stipulated.
14.2. Default and Remedies.
Default shall consist of any failure by the Contractor
to perform under this contract or written amendments
thereto or any breach of any covenant, agreement,
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provision or warranty provided by the Contractor as a
part of this contract. Actions which constitute a
default include, but are not limited to:
A. Failure to submit to the COUNTY reports which are
required pursuant to this contract or the submission of
required reports that are incorrect or incomplete.
B. Submission of requests for payment or reimbursement
of amounts that are incorrect or incomplete.
C. The .failure of the Contractor to accept any
additional conditions which may be provided by law, by
executive order, by regulation or by other policy
announced by the COUNTY, the state or any federal
agency.
D. Failure to perform any activity required by this
contract.
Upon occurrence of any default, the COUNTY shall advise
the Contractor in writing of the action constituting the
default, and specify the actions that must be taken to
cure the default. The COUNTY may suspend payment under
the contract. If a default is not cured within 30 days
from receipt of written notice of such default by the
Contractor, the COUNTY may continue the suspension or,
by written notice of termination, may terminate the
contract.
Notwithstanding the above, the Contractor shall not be
relieved of liability to the COUNTY for damage sustained
by the COUNTY by virtue of any default or breach of the
contract; and the COUNTY may deduct the amount of
damages from any outstanding payments to the Contractor
or may withhold payments until such time as the exact
amount of the damages is determined.
14.3. Termination.
A. If federal funding for this project is terminated
and no other funding is available for continuation of
this project, the COUNTY will not be obligated to
continue funding for the services contained in this
contract and may terminate the contract.
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B. In the event of termination, all property and
finished or unfinished documents, data, studies,
surveys, drawings, maps, models, photographs and reports
prepared by or purchased with CDBG/HOME funds by the
Contractor under this contract shall, at the option of
the COUNTY, become its property and the Contractor shall
be entitled to receive just and equitable compensation
for any work satisfactorily completed hereunder.
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