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HomeMy WebLinkAboutAgenda - 02-18-2014 - 7aORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: February 18, 2014 Action Agenda Item No. 7 -a SUBJECT: Approval of Operations Agreement for the Rogers Road Community Center DEPARTMENT: County Manager PUBLIC HEARING: (Y /N) No ATTACHMENT(S): 1) September 5, 2013 Suggested Revisions from RENA's Legal Counsel 2) Final Draft - Operations Agreement: Rogers Road Community Center 3) RENA Neighborhood Community Center Business Plan 4) Area Locator 5) Lease Agreement with Habitat for Humanity, Orange County NC, Incorporated INFORMATION CONTACT: John Roberts, 245 -2318 Michael Talbert, 245 -2308 1 PURPOSE: To approve the Operations Agreement with Rogers Eubanks Neighborhood Association (RENA) for the day to day operations of the Rogers Road Community Center provided at Attachment 2. BACKGROUND: On January 24, 2013 the BOCC authorized Orange County staff to move forward with the development and construction of the Rogers Road Community Center located on two lots within the Phoenix Place neighborhood owned by Habitat for Humanity. On June 18, 2013 the Board approved "A Lease Agreement with Habitat for Humanity of Orange County" (Attachment 5). The site is depicted on Attachment 4, "Area Locator ". Habitat will lease the site to Orange County for an initial term of twenty (20) years with the optional renewal for up to four (4) twenty (20) year terms. The County will pay Habitat $1 per year as rental for the premises. The County engaged Perkins + Will Architects as the designer for the project. Perkins + Will is performing these professional services for the County on a Pro Bono basis. Joe Wagner and Patric LeBeau, representing Perkins + Will, presented the project renderings to the Board on April 9, 2013. The Board approved the schematic design and authorized the Manager to award a bid for construction and any unforeseen conditions change orders for the Community Center in an amount not -to- exceed the approved budget of $650,000. The project was advertised for bid, with sealed bids opened on September 17, 2013. The bids came back significantly over budget, and Perkins + Will was asked to modify the plans. The project has now been advertised for new bids based on the revised plans. Staff will present these bids to the Board at or before the April 15, 2014 regular meeting. The Operations Agreement between Orange County and the Rogers Eubanks Neighborhood Association ( "RENA ") was approved by RENA on August 11, 2013. The RENA Board also voted to approve the RENA Business Plan (Attachment 3) for the operation of the Neighborhood Community Center. Highlights of the Operations Agreement are as follows: • Original term of the Agreement is 5 years, with renewal of for up to four (4) additional five (5) year terms • Provide a full schedule and updates, as they become available, of all activities and programs at the Center • RENA will operate and staff the Center Monday through Friday 10:00 a.m. to 7:00 p.m. and Saturday from 10:00 a.m. to 6:00 p.m. • RENA shall maintain the Center facilities in a clean and orderly state • The Center shall be used for the operation of a community and recreation center open to the general public and all other uses reasonably related thereto • RENA may charge fees for programs and services at or involving the Center. Any such fees shall not exceed the cost of providing such programs and services • RENA will enforce County policies • RENA and County agree to hold annual evaluation review meetings to assess the success and direction of the operation of the Center On September 17, 2013 the Board removed the Operations Agreement with Rogers Eubanks Neighborhood Association (RENA) from the regular meeting agenda. Last minute edits were received from Bethan Eynon, Community Inclusion Attorney Fellow, UNC Center for Civil Rights (see Attachment 1). Recommended changes were reviewed by the County Attorney and are reflected as determined by the County Attorney in the final draft Operations Agreement (see Attachment 2). FINANCIAL IMPACT: The completion of the Rogers Road Community Center will add a new building to the County's Facilities Inventory. All routine building maintenance & repair, grounds maintenance, utilities, and property & liability insurance for the Community Center will be the responsibility of Orange County. The estimated annual cost of all maintenance, repair, utilities, and insurance for the new facility is $9,750. There is no additional direct cost to the County for the Board to approve the Operations Agreement with Rogers Eubanks Neighborhood Association. RECOMMENDATION(S): The Manager recommends that the Board approve the Operations Agreement with Rogers Eubanks Neighborhood Association (RENA) (Attachment 2) for the day to day operations of the Rogers Road Community Center and authorize the Chair to execute Agreement. 3 Attachment 1 OPERATIONS AGREEMENT: ROGERS ROAD COMMUNITY CENTER This Operations Agreement (the "Agreement ") for the operation of the community and recreation center at (hereinafter the "Center ") is made and entered into this _ day of 2013, between Rogers Eubanks Neighborhood Association, Incorporated, a North Carolina Nonprofit Corporation (hereinafter "RENA ") and Orange County (hereinafter the "County ") referred to jointly hereafter as "Parties ". The Parties hereby agree as follows 1. Term The term of this Agreement shall be from the day and date first recorded above and shall continue for a period of five (5) years. The Agreement may be renewed as provided herein. 2. Use and Operations a) RENA shall: i. Provide a full schedule and updates, as they become available, of all activities and programs at the Center. ii Operate and staff the Center Monday through Friday 10.00 a m to 7:00 p.m. and Saturday from 10 00 a m to 6:00 p.m. iii Notify County in advance of any anticipated closure, delayed opening, or early closing of the Center that is contrary to the hours set forth in section 2(a)(ii) above, and pursuant to section 2(c)(iii) below. For purposes of this section, RENA's duty to notify is fulfilled where the information has been posted on an internet calendar of events or an email listsery for which the County has access, or has been included in the schedule and updates provided for in section (2)(a)(i) above. IV. Provide to the County a quarterly analysis report on Center enrollment, trends, and timing for RENA classes, programs, and activity sessions V. Enforce County policies, including but not limited to the no smoking policy, while using and operating the Center. vi. Maintain worker's compensation insurance covering its personnel working at the Center. vii. Maintain general liability insurance coverage as outlined in Section 4 of this Agreement. viii. Appoint a liaison to communicate with the County regarding all matters related to this Agreement. ix Maintain the Center facilities in a clean and orderly state RENA may arrange furniture as may be needed to provide for the orderly operation of the Center. x. At the conclusion of RENA's hours of operation each day pursuant to section 2(a)(ii) above, clean and restore the Center kitchen, bathrooms, and activity rooms to the same state and condition in which they existed prior to use by RENA's volunteers and employees or the public xi Reimburse County promptly for any damage caused to County property, pursuant to sections (c)(vi) and (c)(viii) below, by RENA staffEmployees, volunteers, customers, guests, or invitees xii. Comply with all applicable federal, state, and local laws, ordinances, rules, or regulations All. May, upon receiving appropriate permitting, serve meals as part of designated programs. M Av. May, upon receiving appropriate permitting and authorization as required by law and written authorization from the County Manager, serve alcohol as part of approved events. xv. Secure the food pantry, RENA office, and library during hours RENA is not operating the Center. b) The County shall. 1. Appoint a liaison to communicate with RENA regarding all matters related to this Agreement. ii Administer all requests to rent space in the Center outside of the hours indicated in section 2(a)(ii) above, pursuant to section 9 below. C) RENA and the County hereby covenant and agree that in conjunction with the operation and use of the Center: i RENA shall operate the Center in accordance with County policies, including facility access, without discrimination and regardless place of residence, to all residents of Orange County, ii RENA shall not enact policies that have the effect of denying use of the Center by any Orange County residents; iii. RENA shall continuously operate the Center during the term of this Agreement subject to closures due to County- recognized holidays, casualty, condemnation, events of force majeure; closures caused by any act or omission by County, its agents, employees, contractors, or subcontractors, or closures agreed upon by RENA and County in advance of the closure, iv. RENA shall provide janitorial service to the Center and shall maintain the Center in a clean and safe condition free from hazard during RENA's hours of operation identified in section 2(a)(ii) above; V. RENA shall maintain records related to its operations of the Center including accounting and operations records and all such Center records shall remain the property of County and shall be subject to the disclosure provisions of applicable federal and state statutes and regulations and shall be furnished to Orange County upon request; vi Any and all fixtures purchased by RENA from Center operations funds for use or consumption at the Center are and shall remain property of the County. For purposes of this section the term fixtures includes any kitchen or other appliances. Personal property purchased by RENA shall remain the property of RENA. For purposes of this section, "Center operations funds" ORG!Ydes meney red by RENA + ;,.r gh —gF@;ts but does not include money independently raised by RENA through community fundraisers or money acquired by RENA through private donation; vii. RENA may charge fees for programs and services at or involving the Center. Any such fees shall not exceed the cost of providing such programs and services. viii RENA is responsible for any and all repairs that amount to less than two hundred dollars ($200) per repair or incident. County is responsible for any and all repairs that amount to two hundred dollars ($200) or more per repair or incident. ix. RENA shall contract with a private hauler for the provision of roll out carts and /or other individual containers for municipal solid waste and recycling RENA may not seek dumpster infrastructure and service through Chapel Hill or Orange County. X. 9raage County shall provide appropriate screening for such roll out carts or other individual containers. A. RENA shall maintain such roll out carts or other individual containers in the appropriate screened location and shall at due times deliver the roll out carts or individual containers to the curb for collection and return them to their screened locations after collection. Ai. RENA shall incorporate standard municipal solid waste and recycling rules and procedures within its operations protocols. Ali. The County is responsible for the cost of water, sewer, electric, and natural gas utilities that results from the use and operation of the Center. ,4y !R €rl41 shall rn;;iRtAin fiPPRGial beeks, FeGGFds, and Feports 1 + d to '+ Prinriples and shall h e m'+ the ( + + + h + k , FeGGFd6, d X-V -Xlv. Netwiths+andl'n Qen +'n 2(G)(i:') nheul.d the 1+, me „t.. ...J ,nd Ren Should) RENA fail to o en the Center pursuant to sections 2(a)(0 and 2(a)(iii) for ten (10) consecutive days,. County may * °•^,' ^ ^ +° this agreement a„d, assume operational control of the Center until RENA is able to resume its duties under this agreement or the parties mutually agree to terminate this Agreement. During the time that the County exercises operational control, the terms of this Agreement shall be suspended. 3. Facility Use Guidelines By this Agreement, the County authorizes the use of the Center by RENA only to the extent permitted by the terms of this Agreement. The Center shall be used for the operation of a community and recreation center open to the general public and all other uses reasonably related thereto. The County's facility use policy will serve as the guiding document for operations of the Center, unless a contrary policy is set forth in this agreement. Smoking is prohibited. No staff or visitor shall be permitted under any circumstances to use tobacco products in or on the grounds of any County property, including the Center. The use of open flames, gambling, and alcoholic beverages are also prohibited unless appropriately permitted and /or approved in writing by the County Manager as may be required by law and pursuant to section 2(a)(xiv) above. Absolutely no weapons of any kind are allowed on the Center premises. 4. Insurance Requirements RENA shall provide evidence of general liability insurance to the County by way of a certificate prior to operation and use of the Center. Orange County shall be named as additional insured to RENA's general liability endorsed policy RENA shall maintain combined single limits not less than $1,000,000 per occurrence with aggregate limits not less than $2,000,000 per year RENA shall provide notice to the County not less than 30 days prior to any cancellation or reduction of any liability coverage and annually provide the County with an updated certificate of insurance on or before each policy renewal date RENA shall secure liability insurance suitable for any kitchen operations All such insurance policies and coverages must be approved by the Orange County Risk Manager. The certificate of liability insurance shall be addressed and sent to: Orange County 5 Comment [BREI]: I think this is addressed already by 2(c)(v) above. Comment [BRE2]: I added in language to the effect that in the event such an emergency situation happens, RENA will have some period of time to discuss the circumstances with the County and provide a date for resuming its duties, if possible. The language as written gave the County authority to unilaterally terminate the Agreement without contacting RENA. Comment [BRE3]: 1 think this is already provided for in 2(a)(v) above, where RENA agrees to enforce county policies. Attention: Director of Risk Management Services 200 S Cameron Street P.O. Box 8181 Hillsborough, NC 27278 5. Access to County Facilities (a) As used in this Agreement "Employee" is defined as a person who receives compensation from RENA and who is assigned to work at the Center, "Regular volunteer" is defined as a person who is not employed by REA1A an Employee or Temporary Volunteer but who is assigned to work at the Center ^^ a Fegul ^r b^ °'° at least once per week- - ' €mplepee" is defined as a peFSGR ,^,b^ reGeiVeS 199FApensaflan frern RENA "Temporary Volunteer" is defined as a person who is not employed by RENA dan Employee or Regular Volunteer but who is assigned to work at the Center not more than one day per calendar month. (b) RENA shall provide a list of Regular Volunteers and Employees who will be assigned to the Center to the County at least Comment [BRE4]: I changed this language one week before the Center's first opens for operation, or prior to the Employee's or because there may be a long amount of time o n ^r ..nl , +o r, defined J between when the contract is signed and when Regular Volunteer's first day of work at the Center . the center is built Comment [BRE.5]: I moved these definitions into their own paragraph above sempen$atien from R €Ny! "TempeFaFy `:rirReer =is de-led ae- a- PeFS -s not (c) County reserves the right to prohibit any individual Employee or volunteer of RENA from accessing or providing services at the Center, or at County events at the Center, if County determines, in its sole discretion, that such Employee or volunteer poses a threat to the safety or well -being of County employees, guests, customers, or invitees. Should the County act under this paragraph, County will notify RENA and the subject individual in writing of the individual's identity and County's reason for prohibiting the individual as soon as possible after making the determination that the individual poses a threat. _(dZRENA shall conduct criminal background checks on all Employees and Regular Volunteers wh^ .; n b^ empieyed at +ho Comp~ 2nd GR all Regular at the GeRte RENA shall provide County with documentation that criminal Comment [BRE6]: At the meeting Rev. background checks were conducted on each of its employees and /or volunteers prior to assigning them to the Center, and such check shall include an annual check of the State Campbell discussed and I believe the County Sex Offender and Public Protection Registration Program, the State Sexually Violent agreed that the County hiring policy should apply to Employees and Regular Volunteers If these changes represent the policy, we would Predator Registration Program, and the National Sex Offender Registry. prefer that we simply remove this paragraph {�i}�eJREN shall not asst n an Em to ee or Re ular Volunteer to stafF the Center and reference the policy instead so that any changes to the policy overtime are pursuant to this Agreement if the Employee or Regular Volunteer (1) appears on any of incorporated. the registries listed in 5(ed) above; (2) has been convicted of a felony Involving vieleRGe we have stricken the word "violence" primarily e�-sexual misconduct; (3) has been convicted of any other felony unless more than 10 because the word is ambiguous since it is not years have passed since the date of conviction or release from confinement, whichever defined in this contract and is not defined by is later; 4) has been convicted of an misdemeanor involving iieleRGe eF sexual ( y g � law, at also s we wasn't fear from the a criminal acts. It also s611 wasn't clear from the meeting misconduct; or (5) has been convicted of any crime indicating that the worker may pose what the County means by "violence" If this is a threat to the safety or well -being of County employees, guests, customers, or invitees, wording from the County hiring policy then unless more than 7 years have passed since the date of conviction or release from RENA would likely agree to the wording after reviewing the policy. confinement, whichever is later. Notwithstanding the foregoing, RENA may allow nonviolent juvenile misdemeanants required to perform community service by a court of law or other state mandated program to volunteer at the Center. {e),(f_Ne- lTemporary Volunteers while on Center premises shall not have any unsupervised contact with minor children. Temporary Volunteers who have contact with minor children shall be supervised at all times by an Employee or Regular Volunteer. shall be permitted 6. Observation and Documentation County staff may observe, photograph, videotape, or audiotape any RENA volunteers or employees, County employees, guests, customers, or invitees. The County will give RENA at least 48 hours' notice before observing, photographing, videotaping, or audlotaping under this paragraph, unless RENA consents to less than 48 hour notice. RENA shall secure necessary releases, which authorize County to publish such photographs, videotapes, or audiotapes, at the County's request for a specific event for which RENA is a sponsor. Any media coverage of RENA operations of the Center or RENA events held in the Center, that RENA solicits, must receive prior authorization from the County Manager. This section does not require RENA to obtain prior authorization from the County Manager for advertising programming in the regular course of RENA's operations of the Center. 7. Evaluation Both RENA and County agree to hold annual evaluation review meetings to assess the success and direction of the operation of the Center. 8. Indemnification RENA shall indemnify, defend, and hold harmless County, its officers, agents, and employees, from and against all claims, actions, demands, costs, damages, losses and /or expenses of any kind whatsoever, In whole or in part, resulting from or connected with any acts of RENA Employees, Regular and /or Temporary Volunteers, or program participants, or resulting from the omission or commission of any act, lawful or unlawful, by RENA, its agents, and /or Employees or Regular and /or Temporary Volunteers, including but not limited to court costs and attorney's fees incurred by County in connection with the defense of said matters This section should not be interpreted to apply to any claims related to negligence or Intentional acts committed by the County, its employees, or agents. 9. Rental Arrangements, Rates and Administrative Fees (a) RENA shall have access and use of the Center during the hours of operation identified in section 2(a)(ll) above, to the exclusion of any other entity or person, and the County shall not rent any part of the Center to any entity or person other than RENA during the hours of operation. At its discretion. RENA may allow use of the Center by other entities or persons during the hours of operation identified in section 2(a)(li) above at its d io °^ ° +' ^^ (b) The County may rent space in the Center outside of the hours of operation identified in section 2(a)(ii) above. The County shall promptly update any rental calendar or schedule such that RENA has notice In advance of when each rental period will occur. 5 7 Comment [BRE7]: I recall we discussed that temporary volunteers are still allowed to interact with minor children during a program, but they cannot have unsupervised contact - i.e. an Employee or Regular Volunteer (who has had a criminal check done) must supervise them This language implies that Temporary Volunteers may not interact with children at all regardless of supervision. Rl The County is responsible for ensuring that any renter has access to the space, as well as securing the Center after each rental period The County is responsible for inspecting the Center for damage before and after each rental period. The County is liable for damage to any County or RENA property as a result of acts by County renters. County shall not be liable for damage to RENA property in areas RENA is required to secure, pursuant to section 2(a)(xv) above. should RENA fail to secure such areas. (c) RENA may use the Center outside of the hours of operation identified in section 2(a)(ii) above so long as the County has not otherwise rented the space during that time to another entity or person pursuant to this section. RENA does not have to notify the County of its use of the Center outside of the hours of operation so long as the use complies with this paragraph. (d) Rental rates and administrative fees shall be consistent with the Orange County Facilities Use Policy. County shall designate which, if any, rooms within the Center may be available for rent to the public or to local community groups, except that the food pantry, RENA office, and library shall not be available for rent to the public. Any such rental shall comply with the Orange County Facilities Use Policy and shall be approved by the Orange County Facilities Management Director. RENA shall pay the County an annual $25.00 administrative fee. RENA shall not be responsible for paying the County any other fees associated with its use of the -& e Center during the hours identified in section 2(a)(ii) above, or during hours not otherwise rented by non -RENA entities or persons pursuant to this Agreement. 10. Termination and Renewal Upon the expiration of the initial term this Agreement may be renewed for up to four (4) additional five (5) year terms only by joint written agreement of both Parties. This Agreement may be terminated by mutual agreement of the Parties. At any time, County may terminate this Agreement and any renewal thereof immediately and without prior notice to RENA if County determines in its sole discretion that the health, safety, or well -being of County employees, guests, customers, or invitees are jeopardized by RENA's operation of the Center. 11. Reorganization or Dissolution Should RENA undergo a corporate reorganization, restructuring, or voluntary or involuntary dissolution this Agreement shall immediately terminate and RENA will vacate the Center premises 12. Relationship of the Parties RENA is a contractor of County. RENA is not a partner, agent, employee, or joint venture of County and neither Party shall hold itself out contrary to these terms by advertising or otherwise. Neither Party shall be bound by any representation, act, or omission whatsoever of the other. 13. Approvals, Amendments, Notices. Any approval or notice required by the terms of this Agreement shall be in writing and executed by the appropriate party. This Agreement may be amended only by written amendments duly executed by and between both Parties. M 14. North Carolina Law. North Carolina law will govern the interpretation and construction of this Agreement 1516. Entire Agreement. This Agreement constitutes and expresses the entire agreement and understanding between the Parties concerning the subject matter of this Agreement. This document and any other document incorporated in this Agreement by reference supersede all prior and contemporaneous discussions, promises, representations, agreements and understandings relative to the subject matter of this Agreement. 16. Severability. If any provision of this Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. SIGNATURE PAGE TO FOLLOW 10 Signers for RENA and the County certify that they are authorized to enter this agreement. RENA- President Printed Name Orange County -Chair Date Printed Name Date 11 Final Draft Attachment 2 OPERATIONS AGREEMENT: ROGERS ROAD COMMUNITY CENTER This Operations Agreement (the "Agreement ") for the operation of the community and recreation center at (hereinafter the "Center ") is made and entered into this _ day of 2013, between Rogers Eubanks Neighborhood Association, Incorporated, a North Carolina Nonprofit Corporation (hereinafter "RENA ") and Orange County (hereinafter the "County ") referred to jointly hereafter as "Parties ". The Parties hereby agree as follows: 1. Term The term of this Agreement shall be from the day and date first recorded above and shall continue for a period of five (5) years. The Agreement may be renewed as provided herein. 2. Use and Operations a) RENA shall: i. Provide a full schedule and updates, as they become available, of all activities and programs at the Center. ii. Operate and staff the Center Monday through Friday 10:00 a.m. to 7:00 p.m. and Saturday from 10:00 a.m. to 6:00 p.m. iii. Notify County in advance of any anticipated closure, delayed opening, or early closing of the Center that is contrary to the hours set forth in section 2(a)(ii) above, and pursuant to section 2(c)(iii) below. For purposes of this section, RENA's duty to notify is fulfilled where the information has been posted on an internet calendar of events or an email listsery for which the County has access, or has been included in the schedule and updates provided for in section (2)(a)(i) above. iv. Provide to the County a quarterly analysis report on Center enrollment, trends, and timing for RENA classes, programs, and activity sessions. V. Maintain worker's compensation insurance covering its Employees working at the Center. vi. Maintain general liability insurance coverage as outlined in Section 4 of this Agreement. vii. Appoint a liaison to communicate with the County regarding all matters related to this Agreement. viii. Maintain the Center facilities in a clean and orderly state. RENA may arrange furniture as may be needed to provide for the orderly operation of the Center. ix. At the conclusion of RENA's hours of operation each day pursuant to section 2(a)(ii) above, clean and restore the Center kitchen, bathrooms, and activity rooms to the same state and condition in which they existed prior to use by RENA's volunteers and employees or the public. X. Reimburse County promptly for any damage caused to County property, pursuant to sections (c)(vi) and (c)(viii) below, by RENA Employees, volunteers, customers, guests, or invitees. A. Comply with all applicable federal, state, and local laws, ordinances, rules, or regulations. xii. May, upon receiving appropriate permitting, serve meals as part of designated programs. xiii. May, upon receiving appropriate permitting and authorization as required by law and written authorization from the County Manager, serve alcohol as part of approved events. 12 xiv. Secure the food pantry, RENA office, and library during hours RENA is not operating the Center. b) The County shall: i. Appoint a liaison to communicate with RENA regarding all matters related to this Agreement. ii. Administer all requests to rent space in the Center outside of the hours indicated in section 2(a)(ii) above, pursuant to section 9 below. C) RENA and the County hereby covenant and agree that in conjunction with the operation and use of the Center: i. RENA shall operate the Center in accordance with County policies, including facility access, without discrimination and regardless place of residence, to all residents of Orange County; ii. RENA shall not enact policies that have the effect of denying use of the Center by any Orange County residents; iii. RENA shall continuously operate the Center during the term of this Agreement subject to closures due to County- recognized holidays, casualty, condemnation, events of force majeure; closures caused by any act or omission by County, its agents, employees, contractors, or subcontractors; or closures agreed upon by RENA and County in advance of the closure; iv. RENA shall provide janitorial service to the Center and shall maintain the Center in a clean and safe condition free from hazard during RENA's hours of operation identified in section 2(a)(ii) above; V. RENA shall maintain records related to its operations of the Center and all such Center records shall remain the property of County and shall be subject to the disclosure provisions of applicable federal and state statutes and regulations and shall be furnished to Orange County upon request; vi. Any and all fixtures purchased by RENA from Center operations funds for use or consumption at the Center are and shall remain property of the County. For purposes of this section the term fixtures includes any kitchen or other appliances. Personal property purchased by RENA shall remain the property of RENA. For purposes of this section, "Center operations funds" includes money acquired by RENA through grants received by RENA for purposes of operating the Center, but does not include money independently raised by RENA through community fundraisers or money acquired by RENA through private donation; vii. RENA may charge fees for programs and services at or involving the Center. Any such fees shall not exceed the cost of providing such programs and services. viii. RENA is responsible for any and all repairs that amount to less than two hundred dollars ($200) per repair or incident. County is responsible for any and all repairs that amount to two hundred dollars ($200) or more per repair or incident. ix. RENA shall contract with a private hauler for the provision of roll out carts and /or other individual containers for municipal solid waste and recycling. RENA may not seek dumpster infrastructure and service through Chapel Hill or Orange County. X. County shall provide appropriate screening for such roll out carts or other individual containers. A. RENA shall maintain such roll out carts or other individual containers in the appropriate screened location and shall at due times deliver the roll out carts 2 13 or individual containers to the curb for collection and return them to their screened locations after collection. xii. RENA shall incorporate standard municipal solid waste and recycling rules and procedures within its operations protocols. xiii. The County is responsible for the cost of water, sewer, electric, and natural gas utilities that results from the use and operation of the Center. xiv. RENA shall maintain financial books, records, and reports related to its operation of the facility in accord with Generally Accepted Accounting Principles and shall permit the County to inspect such books, records, and reports upon County's request. xv. Notwithstanding Section 2(c)(iii) should RENA fail to open the Center pursuant to sections 2(a)(ii) and 2(a)(iii) for ten (10) consecutive days, County may assume operational control of the Center until RENA is able to resume its duties under this Agreement, or the parties mutually agree to terminate this Agreement. During the time that the County exercises operational control, the terms of this Agreement shall be suspended. Should RENA be unable to resume its duties under this Agreement within thirty (30) days of the initial closure County may terminate this Agreement. 3. Facility Use Guidelines By this Agreement, the County authorizes the use of the Center by RENA only to the extent permitted by the terms of this Agreement. The Center shall be used for the operation of a community and recreation center open to the general public and all other uses reasonably related thereto. The County's facility use policy will serve as the guiding document for operations of the Center, unless a contrary policy is set forth in this agreement. Smoking is prohibited. No staff or visitor shall be permitted under any circumstances to use tobacco products in or on the grounds of any County property, including the Center. The use of open flames, gambling, and alcoholic beverages are also prohibited unless appropriately permitted and /or approved in writing by the County Manager as may be required by law and pursuant to section 2(a)(xiv) above. Absolutely no weapons of any kind are allowed on the Center premises. RENA shall ensure all persons abide by County policies, rules, and ordinances while on County property. 4. Insurance Requirements RENA shall provide evidence of general liability insurance to the County by way of a certificate prior to operation and use of the Center. Orange County shall be named as additional insured to RENA's general liability endorsed policy. RENA shall maintain combined single limits not less than $1,000,000 per occurrence with aggregate limits not less than $2,000,000 per year. RENA shall provide notice to the County not less than 30 days prior to any cancellation or reduction of any liability coverage and annually provide the County with an updated certificate of insurance on or before each policy renewal date. RENA shall secure liability insurance suitable for any kitchen operations. All such insurance policies and coverages must be approved by the Orange County Risk Manager. The certificate of liability insurance shall be addressed and sent to: Orange County Attention: Director of Risk Management Services 200 S. Cameron Street P.O. Box 8181 Hillsborough, NC 27278 3 14 5. Access to County Facilities (a) As used in this Agreement: "Employee" is defined as a person who receives compensation from RENA and who is assigned to work at the Center; "Regular volunteer" is defined as a person who is not an Employee or Temporary Volunteer but who is assigned to work at the Center at least once per week; "Temporary Volunteer" is defined as a person who is not an Employee or Regular Volunteer but who is assigned to work at the Center not more than one day per calendar month. (b) RENA shall provide a list of Regular Volunteers and Employees who will be assigned to the Center to the County at least one week before the Center first opens for operation, or prior to the Employee's or Regular Volunteer's first day of work at the Center (c) County reserves the right to prohibit any individual Employee or volunteer of RENA from accessing or providing services at the Center, or at County events at the Center, if County determines, in its sole discretion, that such Employee or volunteer poses a threat to the safety or well -being of County employees, guests, customers, or invitees. Should the County act under this paragraph, County will notify RENA and the subject individual in writing of the individual's identity and County's reason for prohibiting the individual as soon as possible after making the determination that the individual poses a threat. (d) RENA shall conduct criminal background checks on all Employees and Regular Volunteers. RENA shall provide County with documentation that criminal background checks were conducted on each of its employees and /or volunteers prior to assigning them to the Center, and such check shall include an annual check of the State Sex Offender and Public Protection Registration Program, the State Sexually Violent Predator Registration Program, and the National Sex Offender Registry. (e) RENA shall not assign any Employee or Regular Volunteer to staff the Center pursuant to this Agreement if the Employee or Regular Volunteer (1) appears on any of the registries listed in 5(d) above; (2) has been convicted of a felony involving any form of assault, a firearm or other weapon, or sexual assault or misconduct; (3) has been convicted of any other felony unless more than 10 years have passed since the date of conviction or release from confinement, whichever is later; (4) has been convicted of any misdemeanor involving any form of assault or sexual assault or misconduct; or (5) has been convicted of any crime indicating that the worker may pose a threat to the safety or well -being of County employees, guests, customers, or invitees, unless more than 7 years have passed since the date of conviction or release from confinement, whichever is later. Notwithstanding the foregoing, RENA may allow nonviolent juvenile misdemeanants required to perform community service by a court of law or other state mandated program to volunteer at the Center. (f) Temporary Volunteers, while on Center premises, shall not have any unsupervised contact with minor children. Temporary Volunteers who have contact with minor children shall be supervised at all times by an Employee or Regular Volunteer. 6. Observation and Documentation County staff may observe, photograph, videotape, or audiotape any RENA volunteers or employees, County employees, guests, customers, or invitees. The County will give RENA at least 48 hours' notice before observing, photographing, videotaping, or audiotaping under this 4 15 paragraph, unless RENA consents to less than 48 hour notice. RENA shall secure necessary releases, which authorize County to publish such photographs, videotapes, or audiotapes, at the County's request for a specific event for which RENA is a sponsor. Any media coverage of RENA operations of the Center or RENA events held in the Center, that RENA solicits, must receive prior authorization from the County Manager. This section does not require RENA to obtain prior authorization from the County Manager for advertising programming in the regular course of RENA's operations of the Center. 7. Evaluation Both RENA and County agree to hold annual evaluation review meetings to assess the success and direction of the operation of the Center. 8. Indemnification RENA shall indemnify, defend, and hold harmless County, its officers, agents, and employees, from and against all claims, actions, demands, costs, damages, losses and /or expenses of any kind whatsoever, in whole or in part, resulting from or connected with any acts of RENA Employees, Regular and /or Temporary Volunteers, or program participants, or resulting from the omission or commission of any act, lawful or unlawful, by RENA, its agents, and /or Employees or Regular and /or Temporary Volunteers, including but not limited to court costs and attorney's fees incurred by County in connection with the defense of said matters. This section should not be interpreted to apply to any claims related to negligence or intentional acts committed by the County, its employees, or agents. 9. Rental Arrangements, Rates and Administrative Fees (a) RENA shall have access and use of the Center during the hours of operation identified in section 2(a)(ii) above, to the exclusion of any other entity or person, and the County shall not rent any part of the Center to any entity or person other than RENA during the hours of operation. At its discretion, RENA may allow use of the Center by other entities or persons during the hours of operation identified in section 2(a)(ii) above. (b) The County may rent space in the Center outside of the hours of operation identified in section 2(a)(ii) above. The County shall promptly update any rental calendar or schedule such that RENA has notice in advance of when each rental period will occur. The County is responsible for ensuring that any renter has access to the space, as well as securing the Center after each rental period. The County is responsible for inspecting the Center for damage before and after each rental period. The County is liable for damage to any County or RENA property as a result of acts by County renters. County shall not be liable for damage to RENA property in areas RENA is required to secure, pursuant to section 2(a)(xiv) above, should RENA fail to secure such areas. (c) RENA may use the Center outside of the hours of operation identified in section 2(a)(ii) above so long as the County has not otherwise rented the space during that time to another entity or person pursuant to this section. RENA does not have to notify the County of its use of the Center outside of the hours of operation so long as the use complies with this paragraph. (d) Rental rates and administrative fees shall be consistent with the Orange County Facilities Use Policy. County shall designate which, if any, rooms within the Center may 5 16 be available for rent to the public or to local community groups, except that the food pantry, RENA office, and library shall not be available for rent to the public. Any such rental shall comply with the Orange County Facilities Use Policy and shall be approved by the Orange County Facilities Management Director. RENA shall pay the County an annual $25.00 administrative fee. RENA shall not be responsible for paying the County any other fees associated with its use of the Center during the hours identified in section 2(a)(ii) above, or during hours not otherwise rented by non -RENA entities or persons pursuant to this Agreement. 10. Termination and Renewal Upon the expiration of the initial term this Agreement may be renewed for up to four (4) additional five (5) year terms only by joint written agreement of both Parties. This Agreement may be terminated by mutual agreement of the Parties. At any time, County may terminate this Agreement and any renewal thereof immediately and without prior notice to RENA if County determines in its sole discretion that the health, safety, or well -being of County employees, guests, customers, or invitees are jeopardized by RENA's operation of the Center. 11. Reorganization or Dissolution Should RENA undergo a corporate reorganization, restructuring, or voluntary or involuntary dissolution this Agreement shall immediately terminate and RENA will vacate the Center premises. 12. Relationship of the Parties RENA is a contractor of County. RENA is not a partner, agent, employee, or joint venture of County and neither Party shall hold itself out contrary to these terms by advertising or otherwise. Neither Party shall be bound by any representation, act, or omission whatsoever of the other. 13. Approvals, Amendments, Notices. Any approval or notice required by the terms of this Agreement shall be in writing and executed by the appropriate party. This Agreement may be amended only by written amendments duly executed by and between both Parties. 14. North Carolina Law. North Carolina law will govern the interpretation and construction of this Agreement. 1516. Entire Agreement. This Agreement constitutes and expresses the entire agreement and understanding between the Parties concerning the subject matter of this Agreement. This document and any other document incorporated in this Agreement by reference supersede all prior and contemporaneous discussions, promises, representations, agreements and understandings relative to the subject matter of this Agreement. 16. Severability. If any provision of this Agreement shall be declared invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. 6 17 SIGNATURE PAGE TO FOLLOW Signers for RENA and the County certify that they are authorized to enter this agreement. RENA- President Printed Name Orange County -Chair Printed Name Date Date This instrument has been pre- audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer M. 18 11 P a g e Attachment 31 19 RENA Neighborhood Community Center Business Plan August 2013 Adopted by the RENA Board of Directors August 2013 Contact Information David Caldwell Davcald7782aol.com Pam Hemminger pshemminger @gmail.com 2 1 P a Q e Who We Are In 2007, this socially cohesive and culturally rich historic community founded a 501(c)(3) tax - exempt organization -- the Rogers Eubanks Neighborhood Association (RENA) -- to formalize a long term ad hoc community alliance and movement. As a community organizing group, RENA needed a place to gather for sharing community resources and development programs. RENA was able to rent a small house in the neighborhood to run a very successful afterschool program and summer day camps. They were also able to distribute much needed food, backpacks and supplies with donations from PORCH and the school system. Harvest Books has stocked and maintained a small lending library. Many volunteers from UNC, Duke and Morris Grove Elementary School have helped with staffing and participated in the programs with children. Minister Robert Campbell, RENA Director David Caldwell, and RENA Board Member Barbara Hopkins have formed working relationships with Orange County, the Town of Chapel Hill and the Town of Carrboro as well as members from other parts of the North Carolina community. RENA has been a part of collaborative work groups such as the Landowners Group, Unity in the Community Neighborhood Group, Chapel Hill Small Area Plan Task Force, Justice United, Habitat for Humanity, UNC Campus YMCA, Blue Ribbon Mentors and the Enhancement Task Force. The RENA Board consists of 9 members: David Caldwell (Project Director), Robert Campbell (President), Jenny Stroud, Tony Webb, Sharon Bennett, Neola Jones, Barbara Hopkins (Treasurer), Stan Cheron and Tracy Kuhlman. Some of these members also serve on the sub - committee CEER (Citizens to End Environmental Racism) along with many others in the community. RENA employs a CPA (Susan Crisp of Hillsborough) to handle the non - profit book - keeping and to submit the annual IRS 990 form. RENA has traditionally had slightly less than $50,000 in annual revenues and files the annual IRS short form. With the opening of the Community Center, RENA hopes to bring in more than $50,000 a year in revenues. The RENA Community Center opened its doors in the summer of 2010 and closed then temporarily in August, 2012 due to fire code restrictions. The new center, when it opens, will continue to serve the community's needs through its direct access to the neighborhoods that surround it and all the volunteer time and effort. There are many dedicated individuals ready to expand on what this new center can offer the community not only from a place to gather, but to offer classes and a safe haven for children. K11 31Paae The RENA community has grown and changed with the addition of the Habitat for Humanity Phoenix Place subdivision of 50 homes that has brought even more diversity to the area and even more children who need a safe place to learn and play. The new center will incorporate these new families and the five other neighborhoods that make up the Rogers Road Neighborhood with the formation of a governing board called the Community Unity Board. This advisory board will have representation from all the local neighborhoods and some from the broader community as well. It will also be a conduit in which to share information and update citizens who live in these neighborhoods. Community Unity Board: This board will consist of at least ten members and advise with the activities and programs at the Community Center and will create better communications with the surrounding neighborhoods and the community at large. 1) Homestead Place Representative 2) Phoenix Place Representative 3) Rush Hollow Representative 4) Glen Brooks Representative 5) Meadow Run Representative 6) Tally Ho Representative 7) Clairemont Representative 8) Habitat of Orange County Representative 9) Two Representatives from the Community at Large 10) A Representative from the RENA Board 21 41Page Primary goals and Objectives: Providing our children and seniors with a safe place to socialize & learn. • Having a safe place to gather that is open to all individuals • An Afterschool safe haven and tutoring opportunities • Educational Opportunities - Back to School Bash, Tutoring, Adult Education, ESL, etc. • Making technology available to the community for both youth and adults with hosting educational classes • Health: Wellness Cooperative, Alliance with Piedmont Health, classes on healthy living • Collaboration with the County, Towns and other programs to help educate citizens and keep them informed of issues that affect them. • Working with Habitat and others to provide education on home ownership, budgeting and financial literacy. • A place to base community events • A shared Community Garden • A base for food pantry distribution • A local lending library • A base of operations for all community needs "Our hope for this community is that it will be transformed into a major part of the development of Chapel Hill. We will be seen as a viable part of the community." 22 5 1 P a g e There is a great need in our community for an adequate safe place to gather and learn. The lack of technology resources in the Rogers Road Neighborhood contributes to the continual "digital divide ". Our children need access to computer systems and educators who can help them learn and keep up in school with other children who have access to technology. Our adults and seniors need a place where they can learn and practice with technology in order to stay connected in today's world. We see the Community Center as a base of operations for giving people who do not have access to technology the ability to learn job market skills, keep up in school and communicate in today's ever changing world. Our afterschool programs and summer /holiday day camps provide local children with a safe place to learn and get additional help with school work. Many of our families do not have personal transportation and have difficulty getting their children to libraries, camps and other afterschool activities. We will provide an effective learning environment and an opportunity for'supervised care. We have had much success with school staff and other volunteers working with our children to increase academic achievement and foster a healthy learning attitude. Through donations, we provide snacks, books, school supplies and backpacks. It has been a truly valued experience for both the children and the volunteers. We also see the Community Center as an educational center for our adults. There is a great need for ESL classes, financial education, healthy living information and numerous other requests. We have had many offers from volunteers to reach out in the community and share their expertise with our neighborhoods. Having a local place to base all of these opportunities will help with the transportation issues that have kept some of our citizens from participating. These classes will be open to anyone in Orange County or the Towns who would like to attend. The following Organizational Values guide the work of RENA: Meaningful Programs: As an organization, RENA strives to implement and promote programs and projects that are useful, results oriented and meaningful to those who participate in the programs. Fiscal Responsibility: RENA works to make the most efficient use of both public and private resources while constantly moving toward financial self - sufficiency, working to reduce reliance on grants while improving accountability and efficiency as a community -based business entity within Chapel Hill. Integration: RENA and the Community Unity Board will work to ensure its classes, programs, and services serve the mission and vision and are reflective of its established values. All individuals will be welcome to participate at the Community Center._ PA 6 1 P a e e Hours of Operation Our plan is for the new center to be open 6 days a week and for special events. • Monday through Friday, the center will be open from 10am -2pm with volunteer staff to maintain a place for seniors and mother's morning out programs. • Then there will be a paid staff position to run the afterschool program from 2:30pm -6pm. • From 6pm -8pm there will be classes for adults such as ESL, home ownership, health & fitness to name a few. • On Saturdays the center will be open for special events and as a safe place for children to play and use the computer equipment. • There will a locked pantry to house the PORCH food donations. • There will be a lending library open to the community supplied by Harvest Books. • There will be a computer classroom to help students with their homework and other adults in the area learn how to communicate with computers. Financial Forecasting: We are projecting paying for a part time staff person during the week to work the front desk, a part time Director to coordinate programming, a part time book keeper and an Administrator to pursue grant funding and to make sure the Community Center stays involved with the County, Towns and other organizations. These positions have not 24 7 1 P a g e been funded in the past, but we are hopeful that we can grow these positions into fully funded positions in the future. We have been very fortunate to have many volunteers for our afterschool and day camp programs. The donated supplies and food have helped us reach out to the neediest children and allowed us to use our funds to help pay some other local young people as junior counselors, giving them an opportunity to learn responsibilities and have some job experiences. We also provide an opportunity for those needing or desiring volunteer work or community service a place to connect and really make a difference. We have had many volunteer students from both college and high school levels. There is a great deal of outside regional support for the RENA community. A proposed budget outline is projected below. We have had many regular donors, recurring grants and other in -kind donations. We propose growing all those opportunities and more to increase and maintain a sustainable operating budget. We are looking forward to events such as movie nights, holiday celebrations and community wide dinners. Projected Revenues from past experiences: RENA has had several recurring revenue streams to help make it successful and plans on many more. To date revenues include: Town of Chapel Hill Outside Agency Funding $ 7,500 Town of Carrboro Outside Agency Funding $ 7,500 EPA Small Community Grants $25,000 (2010 & 2011) Stroud Roses Grant $ 7,500 (2011) An Individual Donor $1,200 (annually) Four Church Groups $ 2,500 (annually) Other donations $ 8,000- 10,000 (annually) This year, RENA was pleased to accept a Z Smith Reynolds Grant in the amount of $20,000 for a minimum of 2 years (totaling $40,000). RENA is still waiting to hear back on several other grants that they have applied for. 25 8 1 P a 2 e Annual REVENUE Forecast Table for Years 1 -3 Income Year 1 Year 2 Year 3 Donations Churches $ 2,500 $ 2,500 $2,700 An Individual Pledge $ 1,200 $ 1,200 $1,200 All Other $8,000 $8,600 $13,000 Grants: Governmental Agencies $5,000 $5,000 Town of Chapel Hill $7,500 $7,500 $7,500 Town of Carrboro $7,500 $7,500 $7,500 EPA (awaiting confirmation) Corporate Et Foundation $ 201000 $20,000 $21,000 (Z Smith Reynolds Grant) Programming Income $ 2,000 $ 3,000 $ 3,500 Afterschool, summer camps Et events In Kind Donations: CHCCS Schools, Porch, UNC, Duke, Parks Ft Rec, Harvest Books, Engineers without Borders, UNC Students, UNC YMCA, Orange Literacy Council, Local area Churches and Healthy Carolinians. 26 91Page 27 Annual Expenses: Year 1 Year 2 Year 3 Cleaning & Upkeep $ 2,000 $2,500 $2,800 Administrative Director $12,000 $14,000 $15,000 Program Director $10,000 $12,000 $13,000 Center Staff Coordinator $10,000 $11,000 $12,000 $10 per hour 20 hours per week Payroll Related Costs $ 2,000 $2,500 $3,000 Boole Keeper $ 4,000 $4,000 $5,000 Supplies $ 3,700 $4,000 $5,000 Insurance $ 2,000 $2,300 $2,600 Misc $ 3,000 $3,000 $3,000 Total Expenses $ 48,700 $ 55,300 $ 61,400 The first three years will be a learning experience and pay for coordinators may be adjusted. As of now, all workers will be part time and there will be no paid benefits. • We will have our annual book keeping reviewed by an outside source and work with other business partners in modifying our budget goals. • RENA has some secured grant funding and will be applying for more grants especially for the afterschool and summer programming. • This will be a green building and have low utility costs. We based the amounts on the Efland Community Center utilities. 10 Page RESOLVE: If for some reason, the above revenues cannot be met, RENA will adjust its budget to run the center and programs with total volunteer support. RENA has run a very successful afterschool program, summer camp and safe haven support system with a totally volunteer network in the past and we can do it again. We will run a successful Community Center that will strive to become financially sustainable and we are willing to do the work to achieve this goal. The projected revenues and expenses are speculations based on past history of RENA programs and projected costs of running a Community Center such as the Efland Cheeks Community Center. We will adjust our budgeting during the first years and have a better understanding of the associated costs after the first year of operations. Until that time, the known revenues will cover the programming and building utility costs and the staffing will be done on a volunteer level until such time revenues can pay for staffing costs. We know we can make this Community Center work and be sustainable. We are dedicated and have many willing partners to help us be successful. With this new Community Center everyone in the area benefits. 28 Attachment 4: Area Locator 29 Attachment 5 STATE OF NORTH CAROLINA LEASE AGREEMENT COUNTY OF ORANGE THIS LEASE AGREEMENT ( "Lease "), made and entered into as of the last date set forth in the notary acknowledgments below (the "Effective Date "), by and between HABITAT FOR HUMANITY, ORANGE COUNTY, N.C., INC., a nonprofit corporation registered in North Carolina, hereinafter referred to as "Lessor" and ORANGE COUNTY, a political subdivision of the State of North Carolina, hereinafter referred to as "Lessee." Lessor and Lessee are at times collectively referred to hereinafter as the "Parties" or individually as the "Party." WITNESSETH: WHEREAS, the board of directors of Habitat for Humanity, Orange County NC, Incorporated ( "Habitat ") has authorized and approved the execution of this Lease for the purposes herein specified; and WHEREAS, the execution of this Lease for and on behalf of Lessor has been duly approved by Habitat at a meeting held in the City of North Carolina, on the day of , 2013; and WHEREAS, the Parties have mutually agreed to the terms of this Lease as hereinafter set forth. NOW, THEREFORE, in consideration of the Premises, as described herein, and the promises and covenants contained in the terms and conditions hereinafter set forth, Lessor does hereby rent, lease and demise unto Lessee, for and during the term and under the terms and conditions hereinafter set forth, that certain Premises, with all rights, privileges and appurtenances thereto belonging. THE TERMS AND CONDITIONS OF THIS LEASE ARE AS FOLLOWS: 1. Premises. The "Premises" shall consist of that certain parcel or tract of land lying and being in the Township, Orange County, North Carolina, containing acres, more or less, being more particularly shown and described on Exhibit A, attached hereto and incorporated herein by this reference and having PINS and 2. Term. The term of this Lease shall commence on the Effective Date, and unless sooner terminated, extended, or renewed as provided herein, shall expire on the twentieth (20th) anniversary of the Effective Date at 2400 hours (the "Term "). 3. Rent. Lessee shall pay to Lessor as rental for the Premises the sum of ONE DOLLAR ($1.00) for the Term. 30 31 4. Condition of Premises. Lessor agrees to deliver the Premises to Lessee in its present condition. Except as otherwise expressly provided herein, Lessee acknowledges that the Premises is being delivered "as is ", that Lessee has performed preliminary investigations and reviews and has concluded on its own judgment that the Premises are suitable for the purposes intended, without any representations or warranties of any kind (including, without limitation, any express or implied warranties of merchantability, fitness or habitability) from Lessor or any agent of Lessor. Lessees's entry into possession shall constitute conclusive evidence that as of the date thereof the Premises were in good order and satisfactory condition. Lessee further acknowledges that this Lease is subordinate to all existing easements and rights of way encumbering the Premises, including any easements benefiting adjacent land owned by Lessor. 5. Use of Premises and Leasehold Improvements. The Premises shall be used by Lessee for the construction, maintenance and operation of a public community and recreation facility together with other accessories and appurtenances related thereto, as said facility is more particularly described in Exhibit B attached hereto and incorporated herein by this reference (said facility and all fixtures, accessories and appurtenances constructed or installed on the Premises in connection therewith are collectively referred to herein as the "Leasehold Improvements "). If Lessee ceases to use the Premises for the purposes herein described or makes other uses of the Premises without the express written consent of Lessor, Lessor may terminate this Lease and reenter and take possession of the Premises. 6. Construction of Leasehold Improvements. The Premises shall be developed and the Leasehold Improvements shall be constructed by Lessee, at its sole cost and expense, in compliance with all the applicable governmental laws and regulations. Construction of the Leasehold Improvements shall be deemed to have commenced when Lessee begins site grading or site preparation. All such Leasehold Improvements shall be and remain the property of Lessee. 7. Maintenance and Rem. During the Term, Lessee, at its sole cost and expense, shall maintain in thorough repair and in good and safe condition the Premises and the Leasehold Improvements. Lessee's maintenance obligations shall include, without limitation, such stormwater system(s) on the Premises as may be required by local or state ordinances and regulations. 8. Utilities. Lessee shall be responsible for all charges, fees and expenses associated with the provision of utilities necessary for its construction and use of the Leasehold Improvements and for its occupancy and possession of the Premises. 9. Insurance and Liability. 9.1 Lessee Insurance. Lessee shall obtain adequate insurance coverage in accordance with all applicable laws for (i) general liability, (ii) automobile liability, and (iv) fire and extended coverage with regard to the Lessee's operations on or about Premises and the Leasehold Improvements located thereon. Lessee shall require any of its contractors or agents entering the Premises to obtain and keep in place with well rated insurers, authorized to do business in the State of North Carolina, adequate insurance coverage, as applicable, for (i) statutory workers' compensation including, employers' liability; (ii) comprehensive general 32 liability including, personal injury, broad form property damage, independent contractor, XCU (explosion, collapse, underground) and products /completed operations; (iii) automobile liability; and (iv) fire and extended coverage insurance. Evidence of compliance with the insurance requirements set out in this provision shall be provided to Lessor prior to commencement of improvements on the Premises. 9.2 Insurance Requirements. All policies maintained by Lessee shall be purchased only from insurers who are authorized to do business in the State of North Carolina, who comply with the requirements thereof, and who carry an A.M. Best Company rating of "A" or "A +." 9.3 Lessee's Liability. As between Lessee and Lessor, Lessee, subject to the terms of this Lease, shall be primarily liable for the negligent or intentional acts or omissions of its agents, contractors or employees. As to third parties, Lessee agrees to save Lessor harmless from and against any and all loss, damage, claim, demand, liability, or expense, including reasonable attorney fees, by reason of damage to person or property on or about the Premises, which may arise or be claimed to have arisen as a result of the possession, occupation, use or operation of the Premises by Lessee, its agents or employees, except where such loss or damage arises from the willful or negligent misconduct of Lessor, its agents or employees. It is the intent of this section that Lessee shall hold Lessor harmless and indemnify Lessor to the extent allowed under North Carolina law. 10. Casualty. In the event the Premises and the Leasehold Improvements, or a substantial part thereof, shall be damaged by fire or other casualty, Lessee may, at its option, terminate this Lease or cause the Premises and the Leasehold Improvements to be repaired or renovated. If Lessee determines to make the necessary repairs or renovations, any proceeds from fire or casualty insurance shall belong to Lessee. In such event, Lessee, at its sole cost and expense, shall cause the repairs and renovations to be made in a good and workmanlike manner, without unreasonably delay, and in compliance with all applicable governmental laws and regulations and the Approved Plans. If Lessee determines not to make the necessary repairs or renovations, then this Lease shall terminate and Lessee, at Lessor's option, shall cause the Premises to be restored to a condition reasonably approximating that existing at the Effective Date and any proceeds from fire or other casualty insurance, less payment for any permitted indebtedness thereon, payment to Lessee for its personal property located on the Premises and any payment necessary to restore the Premises, shall belong to Lessor. Lessee's determination concerning repair as stated in this Section shall be given to Lessor in writing within ninety (90) days of the fire or casualty causing the damage. 11. Hazardous Materials. 11.1 Definitions. For purposes of this Lease: (i) "Hazardous Material" or "Hazardous Materials" means and includes, without limitation, (a) solid or hazardous waste, as defined in the Resource Conservation and Recovery Act of 1980, or in any applicable state or local law or regulation, (b) hazardous substances, as defined in the Comprehensive Environmental Response Compensation and Liability Act of 1980 ( "CERCLA "), or in any applicable state or local law or regulation, (c) gasoline, or any other petroleum product or by- product, (d) toxic substances, or rodenticides, as defined in the Federal Insecticide, Fungicide, and Rodenticide Act of 1975, or in any applicable state or local law or regulation, as each such Act, statute, or regulation may be 33 amended from time to time; (ii) "Release" shall have the meaning given such term, in Environmental Laws, including, without limitation, CERCLA; and (iii) "Environmental Law" or "Environmental Laws" shall mean "Super Fund" or "Super Lien" law or any other federal, state, or local statute, law, ordinance, or code, regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials as may now or at any time hereafter be legally in effect, including, without limitation, the following, as same may be amended or replaced from time to time, and all regulations promulgated and officially adopted thereunder or in connection therewith: Super Fund Amendments and Reauthorization Act of 1986 ( "SARA "); the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ( "CERCLA "); The Clean Air Act ( "CAA "); the Clean Water Act ( "CWA "); the Toxic Substance Control Act ( "TSCA "); the Solid Waste Disposal Act ( "SWDA "), as amended by the Resource Conservation and Recovery Act ( "RCRA "); the Hazardous Waste Management System; and the Occupational Safety and Health Act of 1970 ( "OSHA "). All obligations and liabilities arising under this Section 14 which arise out of events or actions occurring prior to the expiration or termination of this Lease shall survive the assignment of this Lease and the expiration, termination, cancellation or release of record of this Lease. 11.2 Lessee Not Liable for Hazardous Materials. Lessee shall not be responsible for any damage, loss, or expense resulting from the prior existence on the Premises of any Hazardous Material. Lessee shall be responsible for any damage, loss, or expense resulting from the existence on the Premises of any Hazardous Material generated, stored, disposed of or transported to or over the Premises resulting from Lessee's improvements made to the Premises. 11.3 Lessee's Obligations. Lessee shall give Lessor immediate written notice of any problem, Release, threatened Release or discovery of any Hazardous Materials on or about the Premises or claim thereof. If such problem, Release, threatened Release or discovery was caused by Lessee, its employees, agents, contractors, invitees or licensees, this notice shall include a description of measures taken or proposed to be taken by Lessee to contain and/or remediate the Release of Hazardous Materials and any resultant damage to or impact on property, persons and/or the environment (which term includes, without limitation, soil, surface water or groundwater) on, under or about the Premises. In the event of a Release caused solely by Lessee and at Lessee's own expense, Lessee shall promptly take all steps necessary to clean up or remediate any Release of Hazardous Materials, comply with all Environmental Laws and otherwise report and/or coordinate with Lessor and all appropriate governmental agencies. 11.4 Liabili . To the extent allowed by North Carolina law Lessor agrees to save Lessee harmless from and against any and all liens, demands, defenses, suits, proceedings, disbursements, liabilities, losses, litigation, damages, judgments, obligations, penalties, injuries, costs, expense (including, without limitation, attorneys' and experts' fees) and claims of any and every kind of whatsoever paid, incurred, suffered by, or asserted against Lessee with respect to, or as a direct or indirect result of the violation of any Environmental Laws applicable to the Premises, to the extent that such violation is caused by the activities of Lessor or any predecessor in interest to Lessor. To the extent allowed by North Carolina law Lessee agrees to save Lessor harmless from and against any and all liens, demands, defenses, suits, proceedings, disbursements, liabilities, losses, litigation, damages, judgments, obligations, penalties, injuries, costs, expense (including, without limitation, attorneys' and experts' fees) and claims of any and 34 every kind of whatsoever paid, incurred, suffered by, or asserted against Lessor with respect to, or as a direct or indirect result of the violation of any Environmental Laws applicable to the Premises, to the extent that such violation is caused by the activities of Lessee. 12. Waste / Interference. Lessee shall not use the Premises in any manner that will constitute waste. 13. Compliance. Lessee agrees to comply, at Lessee's sole cost and expense, with all governmental laws, rules, ordinances and regulations applicable to the Premises or Lessee's use and occupancy thereof. 14. Liens. Lessee agrees to pay all lawful claims associated with the construction of the Leasehold Improvements on a timely basis and shall save Lessor harmless from and against any and all claims by third parties and contractors arising out of the construction of the Leasehold Improvements. Lessee shall not encumber the Premises with any mortgages or permit any mechanic's, materialman's, contractor's, subcontractor's or other similar lien arising from any work of improvement performed by or on behalf of Lessee, however it may arise, to stand against the Premises. In the event the Premises are encumbered by any such lien, Lessee may in good faith contest the claim underlying such lien 15. Events of Default. The occurrence of any of the following shall constitute a material default and breach of this Lease by Lessee (an "Event of Default "): 15.1 Vacation / Abandonment. Lessee ceases to occupy, abandons or vacates the Premises for the purposes of this Lease before the expiration of the Term. 15.2 Unlawful Purpose. If Lessee allows the Premises to be used for any unlawful purpose. 15.3 Use by Habitat Homeowners. Lessee causes the Premises to be unavailable for the use and enjoyment of Habitat for Humanity Homeowners residing in Orange County, North Carolina, and their families and invitees. 16. Lessor's Remedies. Upon the occurrence of any Event of Default or failure by Lessee to perform any obligation of Lessee under this Lease, which failure is not cured within the specific time periods provided in this Lease or if no specific time period is provided, then within one hundred eighty (180) days after written notice to Lessee (or if such failure cannot be cured within one hundred eighty (180) days, then within a reasonable period of time, provided Lessee proceeds promptly and diligently to cure such breach), whichever occurs first, then Lessor, at its option may (i) terminate Lessee's right to possession of the Premises at any time by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession of the Premises to Lessor; and/or (ii) pursue any other remedy now or hereafter available to Lessor under North Carolina law. 17. Right of Lessor to Re- Enter. In the event of any termination of this Lease by Lessor or 35 the enforcement of any other remedy by Lessor under this Lease, Lessor shall have the immediate right to enter upon and repossess the Premises and remove or store Lessee's personal property and Leasehold Improvements in accordance with the terms of Section 19. Lessee hereby waives all claims arising from Lessor's re- entering and taking possession of the Premises and removing and storing the property of Lessee as permitted under this Lease and will save and hold Lessor harmless from all losses, costs or damages occasioned Lessor thereby. No such reentry shall be considered or construed to be a forcible entry by Lessor. 18. Legal Costs. In the event of any breach each Party shall be solely responsible for that Party's own legal costs and expenses including reasonable attorney's fees. . 19. Ownership of Leasehold Improvements; Surrender of Premises. During the Term, ownership of the Leasehold Improvements shall be in Lessee. At the expiration of the Term or the earlier termination of this Lease, Lessee shall promptly quit and surrender the Premises in good order, condition and repair, ordinary wear and tear excepted. The Leasehold Improvements shall remain the property of Lessee for a period of ninety (90) days. The Parties shall work together to remove such Leasehold Improvements from the premises within a reasonable time with such removal being at the sole expense of the Lessee. At the termination of this Lease, Lessee shall remove any and all of Lessee's personal property, trade fixtures and equipment from the Premises. All leasehold improvements and such personal property, trade fixtures and equipment not so removed by Lessee and remaining on the Premises ninety (90) days after the termination of this Lease shall, at Lessor's option, become the property of Lessor or Lessor may have the property removed or stored, at Lessee's expense. 20. Holdover. In the event Lessee remains in possession of the Premises after the expiration of the Term and without an extension, renewal, or the execution of a new lease, Lessee shall occupy the Premises as a tenancy at sufferance subject to all of the conditions of this Lease insofar as consistent with such a tenancy. However, either Party shall give not less than sixty (60) days written notice to terminate the tenancy. 21. Miscellaneous. 21.1 Bindin Eg ffect. This Lease shall be binding upon and shall inure to the benefit of the Parties, their successors and permitted assigns. 21.2 Authori . Each person executing this Lease on behalf of Lessee does hereby represent and warrant that that this Lease was duly approved by the governing body of Lessee, that this Lease is the act and deed of Lessee, that Lessee has full lawful right and authority to enter into this Lease and to perform all of its obligations hereunder, and that each person signing this Lease on behalf of Lessee is duly and validly authorized to do so. Each person executing this Lease on behalf of Lessor does hereby represent and warrant that that this Lease was duly approved by the governing body of Lessor, that this Lease is the act and deed of Lessor, that Lessor has full lawful right and authority to enter into this Lease and to perform all of its obligations hereunder, and that each person signing this Lease on behalf of Lessor is duly and validly authorized to do so. 21.3 Relationship Between Parties. Nothing in this Lease shall be construed to render 36 the Lessor in any way or for any purpose a partner, joint venturer, or associate in any relationship with Lessee other than that of Lessor and Lessee, nor shall this Lease be construed to authorize either to act as agent for the other. 21.4 Applicable Law. This Lease shall be governed by, construed under and interpreted and enforced in accordance with the laws of the State of North Carolina, regardless of conflict of law principles. 21.5 Entire Agreement. This instrument contains the entire agreement between the Parties, and no statement, premise, inducement, representation or prior agreement which is not contained in this written Lease shall be valid or binding. 21.6 Amendment. No amendment, modification, alteration, renewal, extension, or revision of this Lease shall be valid and binding unless made in writing and signed by Lessee and Lessor. 21.7 Construction of Language. The terms "lease," "lease agreement" or "agreement" shall be inclusive of each other, and also shall include renewals, extensions, or modifications of this Lease. Words of any gender used in this Lease shall be held to include any other gender, and words of the singular shall be held to include the plural and the plural to include the singular when the sense requires. The section or paragraph headings and the titles are not a part of this Lease and shall have no effect upon the construction and interpretation of any part hereof. 21.8 Terms. Capitalized terms used in this Lease shall have the meanings ascribed to them at the point where first defined, irrespective of where their use occurs, with the same effect as if the definitions of such terms were set forth in full and at length every time such terms are used. 21.9 Effect of Waiver or Forbearance. No covenant or condition of this Lease can be waived except by written consent of the Parties. A waiver of any covenant or condition on one occasion shall not be deemed a waiver of said covenant or condition on any subsequent occasion unless such fact is specifically stated in the waiver. Forbearance or indulgence by Lessor in any regard whatsoever shall not constitute a waiver of any covenant or condition to be performed by Lessee, and until Lessee has completely performed all covenants and conditions of this Lease, Lessor shall be entitled to invoke any remedy available to Lessor under this Lease or any law or equity despite such forbearance or indulgence. 21.10 Survival. All obligations accruing prior to expiration of the term of this Lease shall survive the expiration or other termination of this Lease. 21.11 Lessor's Remedies Cumulative. this Lease shall be cumulative and in addition available, whether or not specified in this Lease. The rights and remedies of Lessor specified in to any other rights and /or remedies otherwise 21.12 Severabilitv. In case any one or more of the provisions contained in this Lease shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, 37 illegality or unenforceability shall not affect any other provision hereof and this Lease shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 21.13 Construction. No provision of this Lease shall be construed against or interpreted to the disadvantage of any Party by any court or other governmental or judicial authority by reason of such Party's having or being deemed to have prepared or imposed such provision. 21.14 Counterparts. This Lease may be executed in two or more counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. 21.15 Renewal. At the option of Lessee this Lease may be renewed for up to four (4) twenty (20) year terms. 21.16 Memorandum of Lease for Recording. At the request of either Party, Lessor and Lessee shall execute a memorandum of this Lease for recording in the public records at the requesting Party's sole cost and expense. The memorandum of Lease shall set forth the Parties, provide a description of the Premises, specify the Term and incorporate this Lease by reference. 21.17 Notices. All notices herein provided to be given, or to which may be given, by either Party to the other, shall be deemed to have been fully given when made in writing and deposited in the United States mail, certified and postage prepaid, and addressed as follows: To Lessor: Habitat for Humanity, Orange County, N.C., Inc. Attn: Susan Levy, Executive Director 88 Vilcom Center Drive, Ll 10 Chapel Hill, NC 27514 To Lessee: Orange County Attn: County Manager Post Office Box 8181 Hillsborough, NC 27278 The address to which notices shall be mailed as aforesaid to either Party may be changed by written notice. [signatures begin on following page] 38 , IN TESTIMONY WHEREOF, Lessor has caused this instrument to be executed in its name by ' attested by , and its corporate seal affixed hereto, by authority duly given; and Lessee has caused this instrument to be executed in its name by its Chair of the Board of Commissioners or County Manager, attested, by its Clerk and its County seal hereto affixed by authority duly given, all as of the dates set forth in the notary acknowledgments below. LESSEE: ORANGE COUNTY By: Print Name: Title: ATTEST: (Seal) Clerk STATE OF NORTH CAROLINA COUNTY OF I, , a Notary Public in and for the aforesaid County and State do hereby certify that personally came before me this day and acknowledged that he /she is Clerk of the Orange County and that by authority duly given and as an act of the Orange County, the foregoing instrument was signed by its , attested by himself /herself as Cleric and sealed with the common seal. IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal, this the day of , 2013. Notary Public My Commission Expires: Print Name: — 39 LESSOR: HABITAT FOR HUMANITY, ORANGE COUNTY, N.C., INC. ATTEST: STATE OF NORTH CAROLINA COUNTY OF ORANGE Director I, , a Notary Public in and for Orange county and State of North Carolina, do hereby certify that , personally came before me this day and acknowledged that she is , and that by authority duly given and as the act of Habitat for Humanity, Orange County, N.C., Inc., the foregoing instrument was signed in its name by , sealed with the corporate seal, and attested by herself as IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal, this the day of , 2013. Notary Public My Commission Expires: Print Name: M EXHIBIT A Description of Premises Lying and being in Orange County, North Carolina and being more particularly described as follows: 41 EXIHBIT B Leasehold Improvements