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HomeMy WebLinkAbout2011-083 Aging - First Baptist and Manley Estates - Services Coordination Agreement#83 [Departmental Use Only] TITLE Manley Estates FY 2011-2012 NORTH CAROLINA ORANGE COUNTY SERVICES COORDINATION AGREEMENT This Services Agreement (hereinafter "Agreement"), made and entered into this 1st day of July, 2011, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") by and through its Department of Aging (hereinafter, the "Department") and First Baptist and Manley Estates, (hereinafter, the "Housing Complex"). WITNESSETH: That the Housing Complex and County, for the consideration herein named, do hereby agree as follows: 1. Scope of Services. a. .This Agreement is for services to be rendered by Department to Housing Complex with respect to: On-Site Service Coordination. b. By executing this Agreement, the County represents and agrees that Deparhnent is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. c. Time is of the essence with respect to this Agreement. d. The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the County for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Department a. Services to be provided. The Department shall provide the Housing Complex with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Department shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type practiced throughout the United States and in accordance with applicable federal, state and local laws and regulations ,applicable to the performance of these services. Department is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. Revised July 2010 ii) The Department shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the Housing Complex. iii) County is an independent contractor of Housing Complex. Any and all employees of the County engaged in the performance of any work or services required of the Department under this Agreement, shall be considered employees or agents of the County only and not of the Housing Complex, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the county. iv) County agrees that Department, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Department's services under this Agreement. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials the County represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. 3. Basic Services a. The Services to be rendered by the Department pursuant to this Agreement are as follows: i) To provide 10 hours of on-site service coordination each week at First Baptist and Manley Estates. Services will be provided by anon-permanent employee of the Orange County Department on Aging under the direct supervision of a Aging Transitions Administrator employed full time by the Department on Aging. ii) To offer individual appointments with new residents within 2 weeks of the move-in date to determine the scope of their needs and to assist them with the coordination of appropriate community. resources. iii) To provide personal interviews/assessments every year or as needed to accommodate the residents' needs as they age in place. iv) To provide. residents with access to information and assistance 5 days a week through the Department on Aging Information and Help Telephone Line. Revised July 2010 2 v) To provide available Department services as requested by the Service Coordinator including but not limited to department resources, benefits, case management and counseling services. vi) To coordinate other community services, not directly provided by the Department on Aging, to meet the residents' individualized needs. vii) To coordinate quarterly presentations on community information, health, and senior resources. viii) To maintain and distribute a monthly activity calendar, including activities planned by the service coordinator, the Department on Aging, and the residents themselves. ix) To meet with the Board of Directors of First Baptist and Manley Estates when requested by either the Department or the Housing Complex to discuss service coordination. x) To provide information and training for the Service Coordinator, regarding community resources and aging services. The Services to be rendered by the Housing Complex pursuant to this Agree a ollows: i) To provide a p ' ffice, includ' esk, appropriate desk chair, a visitor chair, a telepho n answering machine, a locking file cabinet, and office supplies. To provide convenient access to a computer, copier, and fax 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2011. to June 30, 2012. b. Scheduling of Services. i) The Department shall schedule and perform activities in a timely manner. ii) The Commencement Date for the Basic Services shall be July 1, 201 1. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the County from the Housing Complex for all services under this Agreement. The Housing Complex shall provide County with a monthly payment based on the HUD approved amount for service coordination of seven-thousand, two-hundred dollars per year (based upon $12.OOper/resident/month). The County shall provide a quarterly invoice to Housing Complex for payment of Basic Services. Basic Services payments shall become due and payable within thirty (30) days of Department properly invoicing Housing Complex. Payment shall be subject to provisions of Section 5(b). Revised July 2010 3 b. Disputes. In the event the amount stated on an invoice is disputed by the Housing Complex, the Housing Complex may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should County fail to perform its duties under the terms of this Agreement, Housing Complex may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. Additional Services. Housing Complex shall not be responsible for costs related to any services in addition to the Basic Services performed by Department unless Housing Complex requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the Housing Complex a. Cooperation and Coordination. The Housing Complex has designated, the Director of Aging or their designee, to act as the Housing Complex's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the Housing Complex and/or the Housing Complex Board of Directors and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. b. The Housing Complex shall provide a private office, including a desk, appropriate desk chair, a visitor chair, a telephone with an answering machine, a locking file cabinet, and general office supplies. c. The Housing Complex shall provide convenient access to a computer, copier, and fax machine. 7. Indemnity a. Indemnity. The Parties agrees to defend, indemnify and hold harmless the other Party from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the other party except to the extent same are caused by the negligence or willful misconduct of the other party. It is the intent of this provision to require the Parties to indemnify each other to the fullest extent permitted under North Carolina law. 8. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a .written Amendment to this Agreement executed by the Housing Complex and the Department. The Department shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the Housing Complex. 9. Termination Revised July 2010 4 a. Termination for Convenience of the Parties. This Agreement may be terminated without cause by either party upon sixty (60) days' prior written notice to the other party. b. Other Termination. The County may terminate this Agreement based upon the Housing Complex Management Company fails to remit payment within sixty (60) days following issuance of monthly invoice. The County .shall give the Housing Complex seven (7) days' prior written notice of its intent to terminate this Agreement., c. Compensation After Termination. i) In the event of termination, the Count expenses that it has earned to the date incurred or anticipated to be incurred omissions of the County. r shall be paid that portion of the fees and of termination, less any costs or expenses by the Housing Complex due to errors or ii) Should this Agreement be terminated, the County shall deliver to the Housing Complex within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. 10. Additional Provisions a. Limitation and Assi ent. The Housing Complex and the County each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the Housing Complex nor the County shall assign or transfer its interest in his Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange Housing Complex, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. d. Entire Agreement. This Agreement represents the entire and integrated 'agreement between the Housing Complex and the County and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon -the Parties. f. Ownership of Work Product. Should Department's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the Housing Complex and may be used on Revised July 2010 5 any other project without additional compensation to the Department. The use of the documents, items or things by the Housing Complex or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the Housing Complex. g. Notices. Any notice- required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Attention: Department of Aging P.O. Box 8181 Hillsborough, NC 27278 Housing Complex First Baptist and Manley Estates 805 S. Merritt Mill Road Chapel Hill, NC 27516 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: FIRST BAPTIST ESTATES: AND MANLEY By: By: Printed Name and Title This instrument has been approved as to technical content. Jan' e T ler, Departm Director This i ment has been approved as to form and legal sufficiency. Office of the ounty Attorney Revised July 2010 6