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HomeMy WebLinkAbout1998 S Agreement Between Orange County and Freedom House Inc 02-18-1998-8e NORTH CAROLINA AGREEMENT BETWEEN ORANGE COUNTY AND ORANGE COUNTY FREEDOM HOUSE, INC . THIS AGREEMENT made and entered into this the day of 1998 by and between Orange County, North Carolina, hereinafter referred to as "County, " on behalf of the Orange- Chatham Criminal Justice Partnership Program, hereinafter referred to as the "Partnership" and Freedom House, Inc . , hereinafter referred to as "Freedom House; " WITNESSETH WHEREAS, County acting as fiscal agent for the Partnership has received a discretionary grant from the North Carolina Department of Correction Criminal Justice Partnership Program for fiscal year 1997-1998 to establish and maintain a men ' s halfway house in Orange County to provide transitional housing and substance abuse services for individuals sentenced to intermediate sanctions in the criminal justice system of Orange and Chatham Counties and which provides that these grant monies may be spent through contracting with private for-profit, private non-profit, and public agencies to assist in this ; and WHEREAS, Freedom House is a local, non-profit corporation which currently provides these services for women substance abusers ; and WHEREAS, Freedom House has agreed to construct , develop and operate the men ' s transitional housing and substance abuse services facility to be located on property owned by Freedom House in Orange County which will provide housing and services 1 for chemically dependent individuals in the criminal justice system of Orange and Chatham Counties . NOW, THEREFORE, in consideration of the premises and of the following mutual promises, covenants and conditions, County and Freedom House agree as follows : A. Freedom House agrees to construct, develop, staff and in all other respects operate for the foreseeable future after it is constructed a facility providing residential transitional housing and substance abuse services for six men sentenced to intermediate sanctions in the criminal justice system of Orange and Chatham Counties . The minimum period that the transitional housing and substance abuse services must be provided is the period equivalent to $166, 320 of housing and services for six men at the per them rate established by Freedom House for this housing and these services which rate shall not exceed that amount shown on Exhibit A to this agreement . B. The payment to Freedom House of $166, 320 shall be secured by a promissory note to the County and a deed of trust, naming the County beneficiary, on property owned by Freedom House constituting a lien junior only to current Orange County and Chapel Hill property taxes (if any) and the lien of the deeds of trust securing Freedom House loans to the Farmers Home Administration which deeds of trust are of record on the date of this agreement . C. Freedom House agrees to cooperate with and do all things reasonably necessary to aid County in the requirements it 2 has undertaken in accepting a Criminal Justice Partnership Program grant in the amount of $166, 320 from the North Carolina Department of Correction and to itself comply in all respects with the grant agreement between the North Carolina Department of Correction Criminal Justice Partnership Program and Orange- Chatham Counties, which grant agreement is Exhibit B to this agreement and incorporated herein by reference . D. The CJPP grant money will be eligible to reimburse Freedom House expenditures for the following descriptions of expenditures from the October 7 , 1997 Freedom House Project costs budget, which budget is Exhibit C to this agreement : 1 . Land Improvements; 2 . the men' s dormitory portion of Hard Costs ; 3 . the men' s dormitory portion of Soft Costs that are for either testing or, as to all other Soft Costs, are reimbursable under North Carolina law and approved by the North Carolina Department of Correction Criminal Justice Partnership Program; 4 . Fees . E . County agrees to reimburse Freedom House for eligible expenditures as follows : 1 . For construction of the men ' s dormitory portion of the project, payment by Orange County in the amount of contractors invoices approved by the project architect and paid by Freedom House, as they are received by Orange County. 2 . Freedom House will be permitted to draw one-half of the total grant amount upon certification by the project architect 3 that the land improvements are substantially complete, in the event that amount has not already been paid as provided in the preceding paragraph. 3 . The invoices paid by Freedom House received by County after the one-half grant draw will be netted against the draw until the paid invoices equal the draw. Thereafter paid invoices will be reimbursed as provided in paragraph E. l . until the grant is exhausted. 4 . Soft Costs and Fees upon proof of payment by Freedom House and, if required by this agreement, approval by the North Carolina Department of Correction Criminal Justice Partnership . F. Freedom House agrees to maintain accurate records regarding the services provided pursuant to this agreement . Freedom House further agrees to allow County to inspect these records at any time necessary. Freedom House agrees to assist County by providing any information required pursuant to any audit conducted by the North Carolina Department of Correction Criminal Justice Partnership Program pursuant to Exhibit B to this agreement . If as a result of the audit, any project expenditure represented by this agreement is disallowed, and subsequently the North Carolina Department of Correction Criminal Justice Partnership Program in its discretion reduces the amount of the grant award to County by the amount disallowed, Freedom House agrees to reimburse County in the amount of any reduction. G. Any request for reimbursement presented by Freedom House under paragraph E of this agreement may include monies paid 4 under contract with a third party in furtherance of the project . A copy of any such contract shall be submitted to the County and shall provide that the contractor shall be bound by the conditions set forth in Exhibit B to this agreement . Provided, however, County is not a party to any such contract between Freedom House and a third party and this agreement does not so provide and does not make a third party with whom Freedom House has contracted a third party beneficiary to this agreement . H. Freedom House agrees that the monies to be paid by County pursuant to this agreement are contingent upon receipt by County of the grant funds from the North Carolina Department of Correction Criminal Justice Partnership Program and if any monies are not received pursuant to that grant, County will have no further liability for payment to Freedom House or any third party Freedom House has contracted with pursuant to this agreement . Freedom House acknowledges that the $166, 320 grant can only be used for expenditures incurred, invoiced to Freedom House and delivered to the County for payment as provided in this agreement on or before June 30, 1998 and that invoices not meeting these criteria cannot be reimbursed through this agreement . Freedom House further acknowledges its understanding that time is of the essence in this respect . The agreement by Freedom House to construct, develop, operate and staff the men' s halfway house and provide the transitional residential housing and substance abuse services for six men sentenced to intermediate sanctions in the criminal justice system of Orange and Chatham Counties pertains 5 even if Freedom House, because of the time limit on the grant expenditures, is not eligible to be reimbursed in the entire amount of the grant . In the event the full amount of the grant funds cannot be used for this project, the minimum commitment for services contained in this agreement shall be equal to the amount of the eligible reimbursable expenditures made . I . Freedom House agrees to indemnify fully the County and the Partnership against and hold them harmless from any and all losses, claims, damages, suits, liabilities, fines, penalties, costs and expenses (including reasonable attorney ' s fees) imposed by reason of any violation, breach or nonfulfillment by Freedom House of any of the provisions of this agreement . J. This agreement is not subject to renewal . K. This agreement contains the entire understanding of the parties and shall not be altered, amended or modified except by an agreement in writing executed by the duly authorized officials of both parties . L. The laws of North Carolina shall govern the validity and interpretation of the provisions, terms and conditions of the agreement . IN WITNESS WHEREOF the parties have hereunto signed this agreement in their official capacities on the day and year listed below. 6 This the Z? day of Z' , 19ye ORANGE COUNTY By: M� M ar W. Brown, Chair Orange 'aunty Board of Commi s s IUV! ATTEST: Beverly Blythe, erk to the Board of Commissioners FREEDOM HOUSE, C By: ATT T: gut'x PbRI}7E`S FA�- lsg-12 freedhs .agt 7