2011-314b Housing - NC Housing Coalition for 2011-2012 Continuum of Care Participation Agreement

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for injuries or damages to the Participating Agency or another party arising from participation in the CHIN HMIS; or arising from any acts, omissions, neglect, or fault of the Continuum of Care and Participating Agencies within the continuum or its agents, employees, licensees, or clients; or arising from the Participating Agency's failure to comply with laws, statutes, ordinances, or regulations applicable to it or the conduct of its business. 2. The Continuum of Care and the Participating Agencies within the continuum will also hold HMIS Lead Agency harmless for loss or damage resulting in the loss of data due to delays, nondeliveries, mis-deliveries, or service interruption caused by Bowman Systems, Inc., by the Participating Agency's or other Participating Agencies' negligence or errors or omissions, as well as natural disasters, technological difficulties, and/or acts of God. 3. HMIS Lead Agency shall not be liable to the Participating Agency for damages, losses, or injuries to the Participating Agency or another party other than if such is the result of gross negligence or willful misconduct of HMIS Lead Agency. HMIS Lead Agency agrees to hold the Participating Agency harmless from any damages, liabilities, claims or expenses to the extent caused by the gross negligence or misconduct of HMIS Lead Agency. 4. The Participating Continuum of Care upholds that the Participating Agency should keep in force a comprehensive general liability insurance policy with combined single limit coverage of not less than five hundred thousand dollars ($500,000). Said insurance policy shall include coverage for theft or damage of the Participating Agency's CHIN-related hardware and software, as well as coverage of Participating Agency's indemnification obligations under this Agreement. 5. The HMIS Lead Agency,agrees to indemnify and hold harmless the Participating Continuum of Care Lead Agency from all loss, liability, claims or expense, including attorney's fees, arising out of or related to this Agreement caused in whole or in part by the negligence or misconduct of the HMIS Lead Agency or the Participating Agencies, except to the extent same are caused by the negligence or willful misconduct of the Participating Continuum of Care Lead Agency. It is the intent of this provision to require the HMIS Lead Agency to indemnify the Participating Continuum of Care Lead Agency to the fullest extent permitted under North Carolina law. 6. Provisions of this Article VII shall survive any termination of the Agreement. VIII.GENERAL TERMS AND CONDITIONS 1. The parties hereto agree that this Agreement will remain in effect for-(L21 months beginning upon acceptance of this agreement by signature. This Agreement will automatically renew for successive twelve (12) month periods unless canceled or modified within thirty(30) days of the end of the term. Any modifications must be submitted in writing to the other party and agreed to by the other party. 2. The parties hereto agree that this Agreement is the complete and exclusive statement of the agreement between parties and supersedes all prior proposals and understandings, oral and written, relating to the subject matter of this Agreement. 3. The Continuum of Care and the Participating Agencies within their continuum shall not transfer or assign any rights or obligations under the Agreement without the written consent of HMIS Lead Agency. 4. This Agreement shall remain in force until revoked in writing by either party, with 30 days advance written notice or until the end date noted in item VIII.6; provided, however, that the HMIS Lead Agency may immediately suspend Participating Agency's access to the CHIN HMIS in the event that allegations or actual incidences arise regarding possible or actual breaches of this Agreement by Participating Agency or any users for which Participating Agency is responsible hereunder until the allegations are resolved in order to protect the integrity of the system. 5. This agreement may be modified or amended by written agreement executed by both parties. 6. HMIS Lead Agency may assign this Agreement upon written notice to the Participating Agency.