Loading...
HomeMy WebLinkAbout2017-376 DEAPR - Cedar Grove Neighborhood Association - Operation Agreement for Cedar Grove Community Center tip d, 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 2& 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 asft'Parties". 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 Mo(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 atthe 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 i n c l u d e d a s a r e c i p i e n t, 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. V. Maintain worker's compensation insurance covering its Employees 1 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 to this Agreement. 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 document. Incidentals, office supplies and disposable items (such as kitchen serving utensils, basketballs, paper, etc.), are not listed assets, 2 and replacement of these items will be an operating expense of the Center. A 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: i. CGNA shall operate the Center in accordance with County olicies, including facility access, without discrimination and regardle%"tlace of residence,to all residents of Orange County; K 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 Agreement subject tq 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, 3 employees, contractors, or subcontractors; or closures agreed upon by CGNAand theCounty in advance ofthe 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 after collection. 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 Accounting Principles (GAAP) and shall permit the County to inspect such books, records, and reports uponf-eCounty's reasonebbrequest. 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 4 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 County's 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: Directorof 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 CGNA and who is assigned to work at the Center; "Regular volunteers' 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; 5 "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 C G N A'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) 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 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 S. 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 C G N A 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 discretion, C G N A 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 C G N.A 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 7 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 C G N A property in areas C G N A 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. 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 food pantry and C G N A 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 C G N A 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 C G N A undergo a corporate reorganization, restructuring, or voluntary or involuntary dissolution this Agreement shall immediately terminate and CGNA will vacate the Center premises. 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. 8 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. 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 SIGNATURE PAGE TO FOLLOW 9 Signers for CGNA and the County certify that they are authorized to enter this agreement. Cedar Grove Neig orhood sociation- President � f i� SUe. ��rexJC� l7 020 Printed Name Dad Orang6 County Manager �"lV�-��iC � ` �c tai ✓�-�i''s�e � �-�-- � Printed Name Date This instrument has been pre-audited in the manner required by the Local Governm nt Budget and Fiscal Control Act: Office f the Chief Financial Officer 10