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HomeMy WebLinkAbout2014-542-E AMS - Rogers-Eubanks Neighborhood Association for Operating Agreement governing the Rogers Road Community Center $0 DocuSign Envelope ID: B9D52B85-D53D-4472-93C3-6DD335D5EDC7 OPERATIONS AGREEMENT: ROGERS ROAD COMMUNITY CENTER This Operations Agreement (the "Agreement") for the operation of the Rogers Road Community Center at 101 Edgar Street, Chapel Hill, North Carolina (hereinafter the "Center") is made and entered into this 1St day of November, 2014, 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. 1 DocuSign Envelope ID: B9D52B85-D53D-4472-93C3-6DD335D5EDC7 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. 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. 2 DocuSign Envelope ID: B9D52B85-D53D-4472-93C3-6DD335D5EDC7 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 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 3 DocuSign Envelope ID: B9D52B85-D53D-4472-93C3-6DD335D5EDC7 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 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. i (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 4 DocuSign Envelope ID: B9D52B85-D53D-4472-93C3-6DD335D5EDC7 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 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. 5 DocuSign Envelope ID: B9D52B85-D53D-4472-93C3-6DD335D5EDC7 (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 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. 6 DocuSign Envelope ID: B9D52B85-D53D-4472-93C3-6DD335D5EDC7 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 i 7 DocuSign Envelope ID: B9D52B85-D53D-4472-93C3-6DD335D5EDC7 Signers for RENA and the County certify that they are authorized to enter this agreement. ig-d by: RENA-President Robert Campbell 10/22/2014 Printed Name Date DocuSignetl by: bawry ,aak Orange County-Chair Barry Jacobs 10/23/2014 Printed Name Date This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSignetl by: �,2unz�,cz,yJ�ien. Office of the Chief Financial Officer a i I 8 DocuSign Envelope ID: B9D52B85-D53D-4472-93C3-6DD335D5EDC7 A4C RO" CERTIFICATE OF LIABILITY INSURANCE DATE(MPNDDNYYY) L._.-�. 8/29/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT 6ETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the poilcy(les) must be endorsed. If SUBRQGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Seagroves Insurance Agency PHONE MC,X ac o. XIp 919-942-8733 _ No 1 919-967-0411 1506 E Franklin St Ste 100 E•h1AIL ADDRESS: Chapel Hill,NC 27514 INSURERS)AFFORDING COVERAGE NAIC d INSURER A:Scottsdale Insurance Compnay INSURED INSURER a:Travelers Property Casualty CO of America_ Rogers-Eubanks Neighborhood Association INSURER C: PO Box 16903 INSURER D: J^ Chapel Hill,NC 27516 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR _ ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR VIVO POLICY NUMBER UHDDrYYYY)_(MWDQr(YYYJ LIMITS A GENERAL LIABILITY EACH OCCURRENCE $11000,000 _ COMMERCIALGENEMI.IABILITY CPS 2056237 9/11/2014 9/11/2015 EIISESUaoccurece $100,000 CLAIASS l.1AOE OCCUR MED EXP(Anyone person) $6,000 PERSONALBADVINJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'LAGGREGATE LIMIT APPLIES PM PRODUCTS-COMP/OPAGG s2,000,000 POLICY PRO LOC $ AUTOhIOBILE LIABILITY COPABINED SINGLE LIMIT Ea a e 1 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS PROPERTY DAh1AGE $ HIREDAUTOS AUTOS Petacddenl S UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-P.IADE AGGREGATE $ DED RETENTI ON$ $ WORKERS COMPENSATION ViC S ATU- OTH- AND EMPLOYERS'LIABILITY B ANYPRO RIETOREXRTNEIV'1XECUTIVE� NIA 2E419066 9/11/2014 9/11/2015 E.L.EACH ACCIDENT $100000 (hlandatory inNH) E.L.DISEASE.EA EMPLOYEE$100,000 If yes descnbe under DESCRIPTION OF OPERATIONS bear E.L.DISEASE-POLICY LIMIT $500000 A Errors and Omissions CPS2066237 9/11/2014 9/11/2015 Each Occurrence$1,000,000 General Aggregate 2 000 000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) Orange County Government listed as additional insured CG2010 CERTIFICATE HOLDER CANCELLATION Orange County Government PO BOX 8181 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ' Hillsborough, NC 27278 ACCORDANCE WITH THE POLICY PROVISIONS, I AUTHORIZED REPRESENTATIVE I ©1988.2010 ACOKD CORPORATION. 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