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HomeMy WebLinkAbout2000 NS Housing - GEE Associates Memorandum of Agreement TANF Housing Program Implementation ATTACHMENT 3 12 MEMORANDUM OF AGREEMENT This Agreement, made and entered into this 21s' day of March, 2000, by and between Orange County, North Carolina, hereinafter called the "County", and Gee Associates, Inc., of Chapel Hill,North Carolina, their successors or assigns,hereinafter called the"Contractor". 1. Purpose. The County agrees to employ the Contractor to provide overall management, supervision, and case management of the Orange County TANF Program through June 30, 2001 as described in the Contractor's Proposal dated February 24, 2000 which is attached and incorporated into this Memorandum by reference. Further, the Contractor agrees to enter into a Purchase Contract with the Department of Social Services as may be required by the State Division of Social Services. 2. Payment of Services.The Contractor will be paid a total not to exceed $141,309 for completion of all services identified in the Contractor's proposal. Payment will be made upon receipt and approval of invoices for services rendered in accordance with the Budget provided in the Contractor's Proposal. There will be no payment advances. 3. County Representative. The Orange County Housing and Community Development Director and the Work First Program Manager, or his/her designated representatives shall act as the County's representative with respect to the services to be rendered under this Agreement. Such persons shall have complete authority, to the extent permissible under law and by the County's procedures, to transmit instructions, receive information, interpret and define the County's policies and decisions with respect to the Contractor's services for the project. 4. Insurance. The Contractor shall procure and maintain insurance for protection from claims under workers' compensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees, or of any person other than such employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom. Also, the Contractor shall procure and maintain professional liability insurance for protection from claims arising out of performance of professional services caused by a negligent error, omission or act for which the insured is legally liable. The Contractor shall provide the County a Certificate of Insurance issued and endorsed by the insurance carrier certifying the following coverages. Workers' Compensation Insurance Statutory Limits Professional Liability (Errors and Omissions Coverage Included) $1,000,000 per occurrence $3,000,000 aggregate Public Liability Insurance: $1,000,000 per occurrence Including bodily injury and property damage (includes coverage on vehicles being used by the firm) 5. Assignment. No transfer or assignment of the Contractor's interest in this Agreement shall occur without the prior written consent of the County. 13 6. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 7. Indemnification. To the extent legally possible, the Contractor shall indemnify and hold County, its officers, agents, and employees, harmless from and against any and all claims, actions, liabilities, costs, including attorney fees and other costs of defense, arising out of or in any way related to any act or failure to act by Contractor, its employees, agents, officers, and contractors in connection with this contract. In the event any such action or claim is brought against County, the Contractor shall, upon County's tender, defend the same at the Contractor's sole cost and expense, promptly satisfy any judgment adverse to County or to County and Contractor jointly, and reimburse County for any loss, cost, damage, or expense, including attorney fees suffered or incurred by County. 8. Subcontracting. The Contractor shall not subcontract work under this contract, in whole or in part, without County's prior written approval. The Contractor require any approved subcontractor to agree, as to the portion subcontracted, to comply with all applicable federal, state, and local laws, rules, ordinances, and regulations at all times and in the performance of the work and to comply with all obligations specified in this contract. Notwithstanding County's approval of a subcontractor, the Contractor shall remain obligated for full performance of this contract and County shall incur no obligation to any subcontractor. The Contractor shall indemnify, defend, and hold County harmless from all claims of its contractors. 9. Termination. The obligation to provide further services under this Agreement may be terminated by either party upon 30 day written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. 10. Notices. Any Notice shall be in writing and shall be given by depositing the same in the United States mail, post-paid and registered or certified, and addressed to the party to be notified,with return-receipt requested, or by delivering the same in person to an officer or principal of such party. Notice deposited in the mail in the manner here in above described shall be effective upon mailing. For purposes of Notice, the addresses of the parties shall,unless changed as hereinafter provided,be as follows: i. To the County: Orange County c/o Housing and Community Development Department P.O. Box 8181 Hillsborough,NC 27278 ATTN: Director ii. To Contractor: Gee and Associates, Inc. 104 Landing Drive Chapel Hill, NC 27514 ATTN: Patricia Gee,Principal Either the County or Contractor may change the person or address to which any future Notice shall be given as herein provided. 14 10. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of North Carolina. Any litigation arising out of''this Agreement shall be brought in courts sitting in North Carolina, with venue in Orange County. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have set their hands and seals on the day and year first above written. I COUNTY OF ORANGE, NORTH CAROLINA (SEAL) Moses Carey, Jr., Chair I WITNESS: Beverly A. Blythe Clerk to the Board of Commissioners Gee and Associates,Inc. Patricia Gee,Principal (SEAL) I This document has been preaudited in accordance with the N.C. Local Government and Fiscal Control Act. Kenneth Chavious, Finance Director