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HomeMy WebLinkAboutAgenda - 06-20-2017 - 6-d - Operating Agreements - Cedar Grove and Efland Cheeks Community Centers 1 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 20, 2017 Action Agenda Item No. 6-d SUBJECT: Operations Agreements - Cedar Grove and Efland Cheeks Community Centers DEPARTMENT: County Manager, County Attorney, Environment, Agriculture, Parks & Recreation (DEAPR), Asset Management Services (AMS), Information Technologies (IT) ATTACHMENT(S): INFORMATION CONTACT: Draft Operating Agreement - Cedar Bonnie Hammersley, 919-245-2300 Grove Neighborhood Association John Roberts, 919-245-2320 Draft Operating Agreement — United David Stancil, 919-245-2510 Voices of Efland Cheeks Jeff Thompson, 919-245-2625 Jim Northrup, 919-245-2275 PURPOSE: To consider entering into operating agreements with non-profit organizations - Cedar Grove Neighborhood Association and United Voices of Efland Cheeks - for the operation of the County's Cedar Grove Community Center and Efland Cheeks Community Center, respectively. BACKGROUND: In June 2016 Orange County began regular operating hours at the Efland Cheeks Community Center (built 1992) and the Cedar Grove Community Center (a 2016 renovation of a 1950 building). During FY 2016-17, the County has worked with community groups at each location to operate the centers and provide for community programs and access, with a goal of completing operating agreements at each center for a community non-profit to eventually take over the operation of the centers on a regular schedule. This is a similar approach to the one taken at a third County-owned community center, the Rogers Road Community Center (operated under an existing agreement by the non-profit Rogers-Eubanks Neighborhood Association). (The Rogers Road / RENA Operating Agreement is a five-year agreement that runs through February 2, 2019. As such, a separate addendum to that agreement incorporating new provisions has been drafted and is included on tonight's June 20, 2017 meeting agenda as a separate Board action.) In recent months, a new association has formed and achieved incorporation and non-profit status with the intention of contracting with the County to operate the Cedar Grove Community 2 Center, while an existing incorporated non-profit association has done likewise with the intention of contracting to operate the Efland Cheeks Community Center. The United Voices of Efland Cheeks (UVEC) is an existing community non-profit organization in the Efland Cheeks community that has provided for local activities, programs and services over the past two decades. Since the plans to reopen and rejuvenate the existing Efland Cheeks Center began in 2015, United Voices has worked with the County to jointly offer programs (such as a Summer Enrichment Program for area youth in summer 2016) and has met with County staff on a number of occasions regarding center improvements, and needed equipment. Over the last few months, UVEC has begun reviewing a draft operating agreement modeled on the Rogers Road/RENA agreement, and has reached a tentative agreement to sign the draft agreement (attached) and take over operation of the Efland Cheeks Community Center on the days and hours designated as of August 1, 2017. During the same timeframe, a group of residents in the Cedar Grove community have also come together to form an incorporated non-profit association. The Cedar Grove Neighborhood Association (CGNA) was incorporated in late 2016 and has also provided a number of community events, services, activities and programs (including a Summer Enrichment Program for community youth in summer 2016) at the new Cedar Grove Community Center, which opened on June 18, 2016. Like their counterparts in Efland Cheeks, CGNA has also been reviewing a nearly-identical draft operating agreement over the past few months, and has reached a tentative agreement to sign the draft agreement (attached), and take over operations of the Cedar Grove Community Center on the days and hours designated as of August 1, 2017 to give the associations time to hire staff. Both agreements: • are two years in length to allow for revisions or changes if provisions are found to need adjustment. • detail use and operation expectations for CGNA/UVEC and the County. • provide for operation of the centers by the respective associations during Monday - Friday from 10 am — 7 pm. • provide for the potential for community rentals on Saturdays, Sundays and between 7-10 pm on weeknights. However, both CGNA and UVEC would have priority booking opportunities for any association weekend events that are scheduled in advance (subject to availability); and have the ability to use the center during weekend and evening hours where no rentals/reservations exist. • outline insurance and access provisions (including volunteer training, certification and duties), along with usual language of operations agreement. One area of distinction from the 2014 Rogers Road/RENA Agreement is in Section 2(b), which explains the new funding approach to be used for the two community centers and the operating entities. Rather than treating UVEC and CGNA as outside agencies that request funds each year, these agreements recognize that these community non-profit associations are contracting with the County to operate a County-owned facility and thus more internal to County functions than external. The language in Section 2(b) of the agreements provides that each association will develop a budget proposal each winter and submit the budget to the County Manager for consideration and discussion, as a County department would. Upon final decision of the funding level (approved by the Board as part of the annual budget), funds would be disbursed to each association in three main budget categories — Personnel, Operating, and Recurring Capital. 3 The Personnel funding would be the County's contribution toward the hiring of a Center staff person(s), which would be an employee of UVEC or CGNA respectively. For FY 2017-18, funds to allow for a Center staff person at 40 hours per week at the living wage would be provided, along with an additional amount to provide 10 hours per week of backup staffing time by a temporary employee. CGNA and UVEC will be responsible for hiring these staff persons as they see fit, within the provisions of the agreement. An annual budgeted amount for operating costs and recurring capital costs is provided in the FY 2017-18 budget, and planned for and addressed in future budgets. Both CGNA and UVEC boards have reviewed the draft agreements and have indicated their approval. Since actual transfer of center operations will not occur until August 1, 2017, operations by the neighborhood associations will begin prior to the Board's return from summer break. As such, it may be desirable to authorize the Manager to execute the Agreements and fix the date for actual transfer of operation to the associations, if it differs from the planned August 1 date and occurs prior to September 5, 2017. This scenario would also require some use of the budgeted funds for the two associations, since the County does not have budgeted funds for community center staff and operations after July 1. FINANCIAL IMPACT: The financial impact of the operating agreements is that the County commits to appropriating an amount of funding for each center as part of the annual County budget. For FY 2017-18, this equates to $89,609 for the Cedar Grove Community Center and $85,881 for the Efland Cheeks Community Center. Both of these amounts include $38,485 for personnel (employees of CGNA and UVEC respectively, to be hired by the associations) and $3,000 in recurring capital. The slight difference in operating costs ($3,728) for FY 2017-18 is based on the difference in the requested budget and outside agency funding from the two associations. A prorated portion of this amount would be used by the County for the month of July 2017 if the associations do not take over operations until August 1. For FY 2018-19 (and future years if renewed), UVEC and CGNA will work with County staff to develop a budget proposal concurrently with the development of the County budget, which will be forwarded to the County Manager for consideration in the creation of the Manager's Recommended Budget for that year. A budget amendment will be brought forward after the summer break to provide for the revenues and associated costs for center rentals and reservations, which will be managed by the County (with priority booking for the associations) and part of the County budget as in prior years. SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goals are applicable to this item: • GOAL: FOSTER A COMMUNITY CULTURE THAT REJECTS OPPRESSION AND INEQUITY The fair treatment and meaningful involvement of all people regardless of race or color; religious or philosophical beliefs; sex, gender or sexual orientation; national origin or ethnic background; age; military service; disability; and familial, residential or economic status. • GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY 4 The creation and preservation of infrastructure, policies, programs and funding necessary for residents to provide shelter, food, clothing and medical care for themselves and their dependents. • GOAL: CREATE A SAFE COMMUNITY The reduction of risks from vehicle/traffic accidents, childhood and senior injuries, gang activity, substance abuse and domestic violence. • GOAL: ENABLE FULL CIVIC PARTICIPATION Ensure that Orange County residents are able to engage government through voting and volunteering by eliminating disparities in participation and barriers to participation RECOMMENDATION(S): The Manager recommends that the Board approve the attached Operations Agreements for 1) the Cedar Grove Community Center, with Cedar Grove Neighborhood Association, and 2) the Efland Cheeks Community Center, with United Voices of Efland Cheeks. Since the actual date of transfer of operations for the centers is projected to occur on August 1, 2017 or a date to be determined but before September 5, 2017, it is also recommended that the Board authorize the County Manager to execute the Operations Agreements to formally transfer center operations for the two centers on a mutually-agreed upon date by the County and the respective neighborhood associations, if necessary, prior to September 5, 2017. 5 himp/11319 (DRAFT Ill MC OPERATIONS AGREEMENT between ORANGE COUNTY and the CEDAR GROVE NEIGHBORHOOD ASSOCIATION for the CEDAR GROVE COMMUNITY CENTER This Operations Agreement (the "Agreement") for the operation of the Cedar Grove Community Center at 5800 NC 86 North, Hillsborough NC (hereinafter the "Center") is made and entered into this 20th day of June, 2017, between Cedar Grove Neighborhood Association, Incorporated, a North Carolina Nonprofit Corporation (hereinafter "CGNA") as Operator and Orange County (hereinafter the "County")as Owner, referred to jointly hereafter asthe'F'arties". The Cedar Grove Community Center ("Center") is hereby further defined as the portion of that building at 5800 NC 86 North, Hillsborough, NC that includes hallways, spaces and rooms 100-102, and 104-131; and excludes the "wings" of the building that extend both north and south from the defined Center and includes the associated hallways, spaces and room numbers 201-213 and 300- 310. A floor plan of the Center is provided as Attachment A. The Parties hereby agree as follows: 1. Term The term of this Agreement shall be from August 1, 2017 and shall continue for a period of two(2)years (July 31, 2019). The Agreement may be renewed as provided herein. 2. Use and Operations a) CGNA shall: i. Provide a full schedule and updates, as they become available, of all activities, services and programs at the Center. ii. Operate and staff the Center Monday through Friday 10:00 a.m. to 7:00 p.m., in accordance with State Building Code and the Maximum Occupancy levels for the center and its rooms as identified in the Center. 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, CGNA'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 i s included a s a recipient , or has been included in the schedule and updates provided for in section (2)(a)(i) above or has directly notified County's Liaison Officer at the County as per Section 2(b). iv. Provide to the County a quarterly analysis report on Center enrollment, trends, and timing for CGNA classes, programs, and activity sessions. 1 6 J /� 2017 [DRAFT ( 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, including such riders as the County shall deem necessary.. vii. Designate the CGNA President as its liaison to communicate with the County regarding all matters relating tothisAgreement. viii. Maintain the Center facilities in a clean and orderly state. CGNA may arrange furniture and other equipment including computers as may be needed to provide for the orderly operation of the Center. ix. Reimburse County promptly for any damage caused to County property, pursuant to sections (c)(vi) and (c)(viii) below, by CGNA employees, volunteers, customers, guests, or invitees beyond reasonable wear and tear incurred in the general course subject to the $200 per incident and $1000 annual caps outlined in Section 2(c) (viii). x. Comply with all applicable federal, state, and local laws, ordinances, rules,or regulations. xi. May, upon receiving appropriate permitting, serve meals as part of designated programs. xii. 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. xiii. Secure the CGNA office, multi-media room, kitchen, gymnasium, conference room and multi-purpose room (as designated in Attachment A, Center Floorplan) during hours CGNA is not operating the Center. xiv. Use County funds appropriated annually through Section 2(b)(vi) below for the purposes as defined. xv. Provide a quarterly accounting of the expenditure of County funds provided (as per 2 b vi. below) including the provision of receipts and invoices required by County Financial Services. b) The County shall: i. Appoint a Liaison Officer to communicate with CGNA regarding all matters related to this Agreement, and said Liaison Officer shall be CGNA's principal interface with the County. 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. iii. The County is responsible for cleaning the facility on a daily basis (Monday-Friday) during normal County operations. iv. The County will provide wireless service to the Center, and will provide support for the County-owned computer hardware, software and existing phone at the Center (245-2640). In this context, support would mean CGNA can call the Orange County Information Technology (IT) Help Desk during normal business hours (Monday-Friday 8AM to 5PM) and if the person answering the phone can resolve the reported issue in 15 minutes or less the solution will be provided. Otherwise an onsite visit may be deemed necessary. v. County owned facility and technology assets that stay with the Center will be inventoried, and records of this equipment will be listed and maintained by the County and CGNA in a separate, mutually-agreed upon 2 7 Mere 1 201 (DRAFT mmolt document. Incidentals, office supplies and disposable items (such as kitchen serving utensils, basketballs, paper, etc.), are not listed assets, and replacement of these items will be an operating expense of the Center. vi. Appropriate funding assistance to CGNA for Personnel, Operating and Programming and Recurring Capital costs, in a manner and amount to be determined on a yearly basis as part of the County's annual fiscal year budget process. 1. CGNA will work with the Liaison Officer and County staff in advance of the County budget process to develop an annual budget request. 2. Funds will be allocated as part of the County's budget approval and allocated on a quarterly basis. Quarterly reporting and accounting for these funds shall be performed by CGNA as noted in subsection 2(a)(xv) above. 3. Funds will be broken into three categories: Personnel; Operating, and Recurring Capital. 4. Personnel Funds provided will be used by CGNA to pay a Full Time Equivalent (FTE) Community Center staff person or persons at the County's designated Living Wage to oversee operations at the center. This FTE will be a position(s) hired and managed by CGNA and not a County employee. In its discretion, CGNA may choose to hire several part-time persons to fulfill this FTE role. (The County will also provide funds to CGNA on an annual basis to help provide backup part-time support to the CGNA staff person(s), also to be employees of CGNA. 5. Operating Funds provided will be used by CGNA to cover the costs of performing Center functions and activities. The County will continue to be responsible for the basic center operating costs (such as trash hauling, custodial maintenance, electricity, water and sewer service, IT support and telephone service). Operating Funds provided to CGNA may be used as provided in the annual budget for programming and associated materials needs, including but not limited to exercise, enrichment and tutoring programs; printing, duplicating and postage costs; office and other Center supplies, travel and transportation costs, other associated operating costs, and furniture and equipment needs under$500. 6. Recurring Capital Funds provided will be used to purchase new IT equipment or building and grounds improvements as identified in the annual budget. c) CGNA and the County hereby covenant and agree that in conjunction with the operation and use of the Center: CGNA 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. CGNA shall not enact policies that have the effect of denying use of the Center by any Orange County residents; iii. CGNA shall continuously operate the Center during the term of this 3 8 Mir /"319 (DRAFT Agreement subject to closures due to County-recognized holidays, casualty, inclement weather, condemnation, events of force majeure; closures caused by any act or omission by the County, its agents, employees, contractors, or subcontractors; or closures agreed upon by CGNA and the County in advance of the closure; iv. CGNA shall maintain the Center in a clean and safe condition free from hazard during CGNA's hours of operation identified in section 2(a)(ii) above; v. CGNA 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 the County upon reasonable request; vi. Any and all fixtures purchased by CGNA 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 CGNA shall remain the property of CGNA. For purposes of this section, "Center operations funds" includes money acquired by CGNA through grants received by CGNA for purposes of operating the Center, but does not include money independently raised by CGNA through community fundraisers or money acquired by CGNA through private donation; vii. CGNA may charge fees for programs and services at or involving the Center. Any such fees when cumulatively calculated on an annual basis shall not exceed the cost of providing such programs and services, except nothing herein shall be construed to prevent CGNA from showing a surplus. Any such surplus shall be applied to operating costs of the Center.. viii. CGNA is responsible for any and all repairs that amount to less than two hundred dollars ($200) per repair or incident, subject to an annual cap of $1000, except in instances of CGNA's gross negligence or willful misconduct. Except to the extent covered by CGNA's insurance policies required by Section 4, County is responsible for any and all repairs that amount to two hundred dollars ($200) or more per repair or incident. ix. The County shall continue to contract for the provision of roll out carts and/or other individual containers for municipal solid waste and recycling. x. County shall provide appropriate screening for such roll out carts or other individual containers. xi. CGNA 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 aftercollection. xii. CGNA 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. CGNA shall maintain financial books, records, and reports related to its operation of the facility in accord with Generally Accepted 4 9 inino//� %/ (DRAFT Accounting Principles (GAAP) and shall permit the County to inspect such books, records, and reports uponteCounty's reasonEterequest. xv. Notwithstanding Section 2(c)(iii) should CGNA unreasonably 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 CGNA 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 CGNA 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 CGNA 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)(xii) above. Absolutely no weapons of any kind are allowed on the Center premises. CGNA shall ensure all persons abide by County policies, rules, and ordinances while on Center premises. 4. Insurance Requirements CGNA shall provide evidence of general liability insurance together with relevant riders as determined by the CounWs Risk Manager and consistent with on the "Orange County Minimum Insurance Coverage Requirements" to the County by way of a certificate prior to operation and use of the Center. The County shall be named as additional insured to CGNA's general liability endorsed policy. CGNA shall maintain combined single limits not less than $1,000,000 per occurrence with aggregate limits not less than $2,000,000 per year. CGNA 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. CGNA 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 with a copy sent to the County Liaison Officer. 5 10 /IgIINI (DRAFT 5. Access to County Facilities (a) As used in this Agreement: "Employee" is defined as a person who receives compensation from CGNA 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) CGNA shall provide a list of Regular Volunteers and Employees who will be assigned to the Center to the County at least one week before taking over operations of the Center under this Agreement, or prior to the Employee's or Regular Volunteer's first day of work at the Center (c) The County reserves the right to prohibit any individual Employee or volunteer of CGNA 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 the CGNA Liaison 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) CGNA shall submit required information for criminal background checks on all Employees and Regular Volunteers and will submit the information for such reviews to the Orange County Department of Environment, Agriculture, Parks and Recreation, which will conduct the background checks. These checks will be completed and verified on each of CG N A' s employees and/or Regular V olunteers 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) CGNA 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, CGNA may allow nonviolent juvenile misdemeanants required to perform community service by a court of 6 11 11 (DRAFT 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 CGNA volunteers or employees, County employees, guests, customers, or invitees. However, publishing of any such media generated will be subject to the permissions of the concerned individuals. The County will give CGNA at least 48 hours' notice before observing, photographing, videotaping, or audiotaping under this paragraph, unless CGNA consents to less than 48 hour notice. CGNA shall make reasonable efforts to secure necessary releases, which authorize County to publish such photographs, videotapes, or audiotapes, at the County's request for a specific event for which CGNA is a sponsor. Any media coverage of CGNA operations of the Center or CGNA events held in the Center, that CGNA solicits, must receive prior authorization from the County Liaison . This section does not require CGNA to obtain prior authorization from the County Liaison for advertising programming in the regular course of CGNA's operations of the Center. 7. Evaluation Both CGNA and the County agree to hold annual evaluation review meetings to assess the success and direction of the operation of the Center. 8. Indemnification CGNA shall indemnify, defend, and hold harmless the 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 CGNA Employees, Regular and/or Temporary Volunteers, or program participants resulting from the omission or commission of any act, lawful or unlawful, by CGNA, its agents, and/or Employees or Regular and/or Temporary Volunteers, including but not limited to court costs and attorney's fees incurred by the 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. It is the intent of this Section that CGNA indemnify the County to the maximum extent authorized by law. 9. Rental Arrangements, Rates and Administrative Fees (a) CGNA shall have the exclusive right of access to 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 CGNA during the hours of operation. At its 7 12 inino//� %/ (DRAFT discretion, CGNA may allow use of the Center by other entities or persons or may rent out same 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 CGNA has notice in advance of when each rental period will occur. Additionally, on a quarterly basis throughout the year, CGNA may utilize "priority booking" provisions by notifying the County of certain days and times outside of the operating hours described in Section 2(a)(ii) that it wishes to "block" from rental for up to twelve (12) planned weekend or weeknight CGNA events and activities each year, notwithstanding the provisions in subsection (c) below. 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 CGNA property as a result of acts by County renters. County shall not be liable for damage to CGNA property in areas CGNA is required to secure, pursuant to section 2(a)(xiii) above, should CGNA fail to secure such areas. (c) CGNA 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. CGNA 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) Rentals, rates and administrative fees shall be consistent with the Orange County Facilities Use Policy and the Orange County Fee Schedule. T h e 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 and CGNA office shall not be available for rent to the public. 10. Termination and Renewal Upon the expiration of the initial term this Agreement may be renewed for up to four (4) additional five 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 CG NA if County determines in its sole discretion that the health, safety, or well-being of County employees, guests, customers, or invitees are jeopardized by CGNA's operation of the Center. 11. Reorganization or Dissolution Should CG NA undergo a corporate reorganization, restructuring, or voluntary or involuntary dissolution this Agreement shall immediately terminate and CGNA will vacate the Center premises. 8 13 inino//�1%/ [DRAFT 12. Relationship of the Parties CGNA is a contractor of County. CGNA is not a partner, agent, employee, or joint venture of the 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. 15. 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. 9 j 14 ��i f 1 ! 111 [DRAFT SIGNATURE PAGE TO FOLLOW 9 15 DRAFT„ Signers for CGNA and the County certify that they are authorized to enter this agreement. Cedar Grove Neighborhood Association - President Printed Name Date Orange County Manager Printed Name 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 10 AITAcHmE)iT A (.0 (-.-...i,,.. . , . . . . . . , , . , ..•• ... „ . . • • ® . , . . 1 ip I ilm , 1 1 E 1 1 . . , i 1 =7 : : ..• .• ..• . , s,1 :: 1 i• • • i ' i i 41 it 1011 1 1 . • • •• i .'.....,.. in I 1 •. T7 .. — nn I:— — —1 i • 1----, ..0.:,-1-7...7.t., — VI 114:41iii ::: !....:: ill •T4,1 NI g W 1 6,111I1.16-1 6'71 E Li_11,. . Fe or _ ..--- a.) 1 • ,. . }:,/,..i k : ., . ilw E (1) ° 1 IF— IIM ' 1 2 -C ME y i - ME illaiNi .-••••---., 0 7 \\ CO I 17-4_,,,j -I—, 1 • i l .. • • k ',•, IN \-,..... 1 -„, : ... ,.................., :: ci. : 1 1 — ....______ •••••_. ./-: ...„ ,/ I ---... / 11 lo ._,• , . ______ ■■■■■■■■■ .■ \ 1 1 ral 0 10 1 ! 1 \ i . i I . • .g . I / 1 gil la igo 1 ._ • . . 7 1 , • . 1 : i / • i ''' 1 I I HO 1M 11,1B I I- 14; . , . . •6,--- C111 61': . • . . I1s.( '6,, _,_1 L _J ,--i\ ,__• - imr ==, 17 Mine i�f,r201f (DRAFT MIIMIt OPERATIONS AGREEMENT between ORANGE COUNTY and the UNITED VOICES OF EFLAND CHEEKS for the EFLAND CHEEKS COMMUNITY CENTER This Operations Agreement (the "Agreement") for the operation of the Efland Cheeks Community Center at 117 Richmond Road, Efland. NC (hereinafter the "Center") is made and entered into this 20th day of June, 2017, between United Voices of Efland Cheeks, Incorporated, a North Carolina Nonprofit Corporation (hereinafter "UVEC") as Operator and Orange County (hereinafter the "County") as Owner,referred to jointly hereafter asthe'F'arties". A floor plan of the Center is provided as Attachment A. The Parties hereby agree as follows: 1. Term The term of this Agreement shall be from August 1, 2017 and shall continue for a period of two(2)years (July 31, 2019). The Agreement may be renewed as provided herein. 2. Use and Operations a) UVEC shall: i. Provide a full schedule and updates, as they become available, of all activities, services and programs at the Center. ii. Operate and staff the Center Monday through Friday 10:00 a.m. to 7:00 p.m. in accordance with the State Building Code and the Maximum Occupancy levels for the Center. 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, UVEC'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 i s included a s a recipient , or has been included in the schedule and updates provided for in section (2)(a)(i) above or has directly notified County's Liaison Officer as per Section 2(b). iv. Provide to the County a quarterly analysis report on Center enrollment, trends, and timing for UVEC 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, including such riders as the County shall deem necessary. vii. Designate the UVEC President as its liaison to communicate with the County regarding all matters relating tothisAgreement. viii. Maintain the Center facilities in a clean and orderly state. UVEC may arrange furniture and other equipment including computers as may be 1 18 himo/i � (DRAFT Ming needed to provide for the orderly operation of the Center. ix. Reimburse County promptly for any damage caused to County property, pursuant to sections (c)(vi) and (c)(viii) below, by UVEC employees, volunteers, customers, guests, or invitees beyond reasonable wear and tear incurred in the general course subject to the $200 per incident and $1000 annual caps outlined in Section 2(c ) (viii).. x. Comply with all applicable federal, state, and local laws, ordinances, rules,or regulations. xi. May, upon receiving appropriate permitting, serve meals as part of designated programs. xii. 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. xiii. Secure the UVEC office, multi-media room, kitchen, exercise room, and main room (as designated in Attachment A, Center Floorplan) during hours UVEC is not operating the Center. xiv. Use County funds appropriated annually through Section 2 (b)(vi) below for the purposes as defined. xv. Provide a quarterly accounting of the expenditure of County funds provided (as per 2 b vi. below) including the provision or receipts and invoices required by County Financial Services. b) The County shall: i. Appoint a Liaison Officer to communicate with UVEC regarding all matters related to this Agreement, and said Liaison Officer shall be UVEC's principal interface with the County. 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. iii. The County is responsible for cleaning the facility on a daily basis (Monday-Friday) during normal County operations. iv. The County will provide wireless service to the Center, and will provide support for the County-owned computer hardware, software and existing phone at the Center. In this context, support would mean UVEC can call the Orange County Information Technology (IT) Help Desk during normal business hours (Monday-Friday 8AM-5PM), and if the person answering the phone can resolve the reported issue in 15 minutes or less the solution will be provided. Otherwise, an onsite visit may be deemed necessary. v. County owned technology and facility assets that stay with the Center will be inventoried, and records of this equipment will be listed and maintained by the County and UVEC in a separate, mutually-agreed upon document. Incidentals, office supplies, and disposable items (such as kitchen serving utensils, basketballs, paper, etc.) are not listed assets and replacement of these items will be an operating expense of the Center. vi. Appropriate funding assistance to UVEC for Personnel, Operating and Programming, and Recurring Capital costs, in a manner and amount to be determined on a yearly basis as part of the County's annual fiscal year budget process. 1. UVEC will work with the Liaison Officer and County staff in advance of the County budget process to develop an 2 19 Mere/i�f,r��ff01 (DRAFT mmolt annual budget request. 2. Funds will be allocated as part of the County's budget approval and allocated on a quarterly basis. Quarterly reporting and accounting for these funds shall be performed by UVEC as noted in subsection a) xv. above. 3. Funds will be broken into three categories: Personnel; Operating, and Recurring Capital. 4. Personnel Funds provided will be used by UVEC to pay a Full Time Equivalent (FTE) Community Center staff person or persons at the County's designated Living Wage to oversee operations at the center. This FTE will be a position(s) hired and managed by UVEC and not a County employee. In its discretion, UVEC may choose to hire several part-time persons to fulfill this FTE role. The County will also provide funds to UVEC on an annual basis to help provide backup part-time support to the UVEC staff person(s), also to be employees of UVEC. 5. Operating Funds provided will be used by UVEC to cover the costs of performing Center functions and activities. The County will continue to be responsible for the basic center operating costs (such as trash hauling, custodial maintenance, electricity, water and sewer service, IT support and telephone service). Operating Funds provided to UVEC may be used for programming and associated materials needs, including but not limited to exercise, enrichment and tutoring programs; printing, duplicating and postage costs; office and other Center supplies, travel and transportation costs, other associated operating costs, and furniture and equipment needs under$500. 6. Recurring Capital Funds provided will be used to purchase new IT equipment or building and grounds improvements as identified in the annual budget. c) UVEC and the County hereby covenant and agree that in conjunction with the operation and use of the Center: UVEC 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. UVEC shall not enact policies that have the effect of denying use of the Center by any Orange County residents; iii. UVEC shall continuously operate the Center during the term of this Agreement subject to closures due to County-recognized holidays, casualty, inclement weather, condemnation, events of force majeure; closures caused by any act or omission by the County, its agents, employees, contractors, or subcontractors; or closures agreed upon by UVEC and the County in advance of the closure; iv. UVEC shall maintain the Center in a clean and safe condition free from hazard during UVEC's hours of operation identified in section 2(a)(ii)above; v. UVEC 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 3 20 /i � (DRAFT Una statutes and regulations and shall be furnished to the County upon reasonable request; vi. Any and all fixtures purchased by UVEC 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 UVEC shall remain the property of UVEC. For purposes of this section, "Center operations funds" includes money acquired by UVEC through grants received by UVEC for purposes of operating the Center, but does not include money independently raised by UVEC through community fundraisers or money acquired by UVEC through private donation; vii. UVEC may charge fees for programs and services at or involving the Center. Any such fees when cumulatively calculated on an annual basis shall not exceed the cost of providing such programs and services, except nothing herein shall be construed to prevent UVEC from showing a surplus. Any such surplus shall be applied to the operating costs of the Center. viii. UVEC is responsible for any and all repairs that amount to less than two hundred dollars ($200) per repair or incident, subject to an annual cap of $1000, except in instances of UVEC's gross negligence or willful misconduct. Except to the extent covered by UVEC's insurance policies required by Section 4, County is responsible for any and all repairs that amount to two hundred dollars ($200) or more per repair or incident. ix. The County shall continue to contract for the provision of roll out carts and/or other individual containers for municipal solid waste and recycling. x. County shall provide appropriate screening for such roll out carts or other individual containers. xi. UVEC shall incorporate standard municipal solid waste and recycling rules and procedures within its operations protocols. xii. 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. xiii. UVEC shall maintain financial books, records, and reports related to its operation of the facility in accord with Generally Accepted Accounting Principles (GAAP) and shall permit the County to inspect such books, records, and reports uponteCounty's reasonEterequest. xiv. Notwithstanding Section 2(c)(iii) should UVEC unreasonably 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 UVEC 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 UVEC 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 4 21 /i � (DRAFT Ming By this Agreement, the County authorizes the use of the Center by UVEC 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)(xii) above. Absolutely no weapons of any kind are allowed on the Center premises. UVEC shall ensure all persons abide by County policies, rules, and ordinances while on Ce-lerprerrises. 4. Insurance Requirements UVEC shall provide evidence of general liability insurance together with relevant riders as determined by the CounWs Risk Manager and consistent with the"Orange County Minimum Insurance Coverage Requirements"to the County by way of a certificate prior to operation and use of the Center. The County shall be named as additional insured to UVEC's general liability endorsed policy. UVEC shall maintain combined single limits not less than $1,000,000 per occurrence with aggregate limits not less than $2,000,000 per year. UVEC 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. UVEC 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 with a copy sent to the County Liaison Officer 5. Access to County Facilities (a) As used in this Agreement: "Employee" is defined as a person who receives compensation from UVEC 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) UVEC shall provide a list of Regular Volunteers and Employees who will be assigned to the Center to the County at least one week before taking over 5 22 himp/i � (DRAFT Una operations of the Center under this Agreement, or prior to the Employee's or Regular Volunteer's first day of work at the Center. (c) The County reserves the right to prohibit any individual Employee or volunteer of UV E C 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 the UVEC Liaison 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) UVEC shall submit required information for criminal background checks on all Employees and Regular Volunteers, and will submit the information for such reviews to the County Department of Environment, Agriculture, Parks and Recreation, which will conduct the background checks. These checks will be completed and verified on each of U V E C 's employees and/or Regular V olunteers 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) UVEC 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, UVEC 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 UVEC volunteers or employees, County employees, guests, customers, or invitees. However, publishing of any such media generated will be subject to the permissions of the concerned individuals . The County will 6 23 /i � (DRAFT Ming give UVEC at least 48 hours' notice before observing, photographing, videotaping, or audiotaping under this paragraph, unless CGNA consents to less than 48 hour notice. UVEC shall make reasonable efforts to secure necessary releases, which authorize County to publish such photographs, videotapes, or audiotapes, at the County's request for a specific event for which UVEC is a sponsor. Any media coverage of UVEC operations of the Center or UVEC events held in the Center, that UVEC solicits, must receive prior authorization from the County Liaison. This section does not require UVEC to obtain prior authorization from the County Liaison for advertising programming in the regular course of UV EC's operations of the Center. 7. Evaluation Both UVEC and the County agree to hold annual evaluation review meetings to assess the success and direction of the operation of the Center. 8. Indemnification UVEC shall indemnify, defend, and hold harmless the 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 UVEC Employees, Regular and/or Temporary Volunteers, or program participants resulting from the omission or commission of any act, lawful or unlawful, by UVEC, its agents, and/or Employees or Regular and/or Temporary Volunteers, including but not limited to court costs and attorney's fees incurred by the 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. It is the intent of this Section that CGNA indemnify the County to the maximum extent authorized by law. 9. Rental Arrangements, Rates and Administrative Fees (a) UVEC shall have the exclusive right of access to 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 UVEC during the hours of operation. At its discretion, UVEC may allow use of the Center by other entities or persons or may rent out same 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 UVEC has notice in advance of when each rental period will occur. Additionally, on a quarterly basis throughout the year, UVEC may utilize "priority booking" provisions by notifying the County of certain days and times outside of the operating hours described in Section 2(a)(ii) that it wishes to "block" from rental for up to 12 planned weekend or weeknight UVEC events and activities each year, notwithstanding the provisions in subsection (c) below. The County is responsible for ensuring that any renter has access to 7 24 /i � (DRAFT Una 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 UV E C property as a result of acts by County renters. County shall not be liable for damage to UVEC property in areas UVEC is required to secure, pursuant to section 2(a)(xiv) above, should UVEC fail to secure such areas. (c) UVEC 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. UVEC 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) Rentals, rates and administrative fees shall be consistent with the Orange County Facilities Use Policy and the Orange County Fee Schedule. T h e 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 UVEC office and the storage closet shall not be available for rent to the public. 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 UVEC if County determines in its sole discretion that the health, safety, or well-being of County employees, guests, customers, or invitees are jeopardized by UVEC's operation of the Center. 11. Reorganization or Dissolution Should UVEC undergo a corporate reorganization, restructuring, or voluntary or involuntary dissolution this Agreement shall immediately terminate and UVEC will vacate the Center premises. 12. Relationship of the Parties UVEC is a contractor of County. UVEC is not a partner, agent, employee, or joint venture of the 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. 8 25 .1 f�1r�191 [DRAFT Min 14. North Carolina Law. North Carolina law will govern the interpretation and construction of this Agreement. 15. 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. 9 26 1 1ma/i l /T [DRAFT SIGNATURE PAGE TO FOLLOW 9 27 91 1110 [DRAFT Signers for UVEC and the County certify that they are authorized to enter this agreement. United Voices of Efland Cheeks - President Printed Name Date Orange County Manager Printed Name 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 10 CO N a • id" i Id I g 4 = 4. w- 0 O E co ....... Q a I I °' C i U CD L 4Y-1-ii O O E '.-- -\___ 1 g, y o 5 N e; 6a is ,C CD ._ C 1..____1 i_. - 1 I--1 I-T1 __,h-.. I I 0 'a n- 03 O n n LIJ LL V