Loading...
HomeMy WebLinkAbout2017-375 DEAPR - United Voices of Efland Cheeks - Operation Agreement for Efland Cheeks Community Center �d- 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 CommunityCenlerat 117 Richmond Road, Efland. NC(hereinafter the "Center") is made and entered into this 20th day of June,2017, between United Voioes of Efland Cheeks, Incorporated, a North Carolina Nonprofit Corporation (hereinafter "UVEC") as Operator and Orange County (hereinafter the "County") as Omw,referred to jointly hereafterasft'Parties". 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 Wo(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 atthe 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 to this Agreement. viii. Maintain the Center facilities in a clean and orderly state. UVEC 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 UVEC employees, volunteers, customers, guests, or invitees beyond reasonable 1 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. A. 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 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. 2 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: i. 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 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 3 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 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 uponftCounty's masaialolerequest. 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 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 4 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. U V E C shall ensure all persons abide by County policies, rules, and ordinances while on Certrperism 4. Insurance Requirements UVEC shall provide evidence of general liability insurance together with relevant riders as determined by the County's 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. U V E C 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. U V E C 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 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 UVEC 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. 5 (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 R e g u I a r 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) 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, U V E C 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 give UVEC at least 48 hours' notice before observing, photographing, videotaping, or audiotaping under this paragraph, unless UVEC 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 U V E C 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 U V E C's operations of the Center. 6 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 UVEC 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, U V E C 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 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 UVEC property as a result of acts by County renters. County shall not be liable for damage to U V E C property in areas U V E C 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. 7 (d) Rentals, rates and administrative fees shall be consistent with the Orange County Facilities Use Policy and the Orange County Fee Schedule. The 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 U V E C 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 U V E C 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. 14. North Carolina Law. North Carolina lawwill 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. 8 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 I SIGNATURE PAGE TO FOLLOW 9 Signers for UVEC and the County certify that they are authorized to enter this agreement. t ! �r! • U4ted Voices of Efland Cheeks - President Printed Name Dat Oran4County ana ger Printed Name Date This instrument has been pre-audited in the manner required by the Local Government Bu get and Fiscal Control Act: Office f the Chief Financial Officer 10