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HomeMy WebLinkAboutAgenda - 11-16-1993 - III-F (2) 1 ORANGE COUNTY BOARD OF COMMISSIONERS Action Agenda Item No. ,$I-F ACTION AGENDA ITEM ABSTRACT Meeting Date: November 16, 1993 SUBJECT: LEASE AND FACILITIES AGREEMENT BETWEEN ORANGE COUNTY AND THE FRIENDS OF THE CHAPEL HILL SENIOR CENTER DEPARTMENT: PURCHASING AND CENTRAL SERVICES PUBLIC HEARING:YES: NO: x ATTACHMENT(S): INFORMATION CONTACT: PAM JONES, ext. 2650 LEASE Telephone Number- Hillsborough 732-8181 Chapel Hill 967-9251 Mebane 227-2031 Durham 688-7331 PURPOSE: To consider approving a lease with the Friends of the Chapel Hill Senior Center. BACKGROUND: The Chapel Hill Senior Center is operated by the Orange County Department on Aging. The Friends of the Chapel Hill Senior Center operate primarily as a fund raising agency for the Center. Historically,the Friends have used subleases of the space as a fund raising opportunity. In order to ensure that both the Friends and the County have a clear concept of the expectations of the parties, the County Attorney has prepared a lease which reflects the agreement among representatives of the Friends, their Attorney, as well as County staff. Highlights of the lease include: 1. The leased covers Sundays only; 2. The leased premises includes the entire facility; 3. The lease expires on June 30, 1996, which coincides with the termination date of the County's lease with the Owner of the Galleria; 4. Rent payments shall be made monthly pursuant to the schedule of rents; 5. .The Friends shall be responsible for utility costs, with the exception of phones used exclusively by the Department on Aging; +?, 6. The Friends shall provide,or cause to be provided through their sublessee,public liability insurance, in an amount not less than$1,000,000 combined single limit. The County shall be a named insured on any liability insurance covering the activity carried on at the Center. 7. Any assignment or sublease by the Friends must receive prior approval by the Owner of the facility. 8. The Friends, nor their tenants, shall allow their actions or programming to place the County in violation of its lease with the Owner. The lease has been approved by the Board of the Friends of the Chapel Hill Senior Center. RECOMMENDATION: The Manager recommends that the Board approve the lease and authorize the Chair to sign on behalf of the Board. z STATE OF NORTH CAROLINA LEASE AND FACILITIES COUNTY OF ORANGE USE AGREEMENT THIS LEASE AND FACILITIES USE AGREEMENT, made on the day of , 1993, by and between Orange County, North Carolina, a body politic and corporate and a political subdivision of the State of North Carolina whose mailing address is Post Office Box 8181, Hillsborough, North Carolina 27278 (hereinafter referred to as "County" ) and Friends of the Chapel Hill Senior Center, Inc . , a nonprofit corporation whose business address is 400 South Elliott Road, Chapel Hill, North Carolina 27514 (hereinafter referred to as "Friends " ) . WITNESSETH: 1 . Premises Leased. County hereby leases to Friends and Friends hereby leases from County the property which is specifically described in the MEMORANDUM OF LEASE, a copy of which is attached hereto as Exhibit 1, during the times and the dates listed on Exhibit 2 to this lease agreement only. These times and dates are hereinafter referred to as "the lease periods . " This property is hereinafter referred to as "the Center. " 2 . Facilities Use; Scheduling. County hereby makes available to Friends the Center, on a nonexclusive basis, for the programs and activities of Friends at all times during the term of this agreement other than those expressly leased to Friends as provided in this agreement. Provided, however, that the administration and scheduling of programs and activities of Friends occurring at the Center shall at all times be the responsibility of and performed by the Director of the Orange County Department on Aging, or his designee, as provided in the bylaws of Friends . Provided further that no amendment to those bylaws shall alter the authority of the Director of the Orange County Department on Aging to schedule the activities of Friends in the Center. 3 . Term. The term of this Lease and Facilities Use Agreement shall commence on July 1, 1993 and shall terminate on June 30, 1996 . 4 . Rent. During the term of this lease Friends shall pay County rent totalling $79,332 as follows: July 1, 1993 - June 30, 1994: $23,508/annum ( $1,959/month) July 1, 1994 - June 30, 1995: $27,180/annum ($2,265/month) July 1, 1995 - June 30, 1996 : $28,644/annum ($2,387/month) Rent shall be paid by Friends to County in monthly installments as indicated above on or before the 1st day of each month, in advance, and without deduction or set-off whatsoever. 3 5. Utilities . Friends shall be solely responsible for and shall promptly pay all charges for heat, water, sewer, gas, electricity or any other utility used or consumed in the Center, whether used during the lease periods or used during other times during the term of this agreement. Telephone service shall be the joint responsibility of County and Friends, the amount payable by each to be determined from time to time according to usage. 6 . Insurance. Friends shall at all times during the term of this Lease and Facilities Use Agreement maintain in full force and effect insurance in standard form generally in use in the State of North Carolina with insurance companies authorized to do business in North Carolina to protect itself and County against exposures which are covered under comprehensive public liability insurance coverage, providing coverage for bodily injury, personal injury, death or property damage, for the Center and for the lease periods . Coverage shall be written in an amount -of no less than $1,000, 000 combined single limit. This insurance policy(ies) may be owned by Friends or procured by endorsement on the policy of a third person. Provided, however, the policy(ies) shall name County, any person, firm or corporation designated by County and Friends as insured and shall contain a clause that the insurer will not cancel or change the insurance without first giving County thirty (30) days written notice. Friends shall provide insurance for property loss within the Center to the extent of its interest in such property. No personal property item located or maintained in the Center which is owned by Friends is insured by policies of insurance owned by County. Structural betterments and improvements to the Center now made or made during the term of this Lease and Facilities Use Agreement are part of the leased premises. They, therefore, are covered under property insurance owned by County. 7 . Indemnification. Except as to any claim caused by the negligence of County, Friends shall indemnify County, and save it harmless from demands, suits, damages, liability and expense in connection with loss of life, personal injury or property damage arising from or out of any occurrence, as defined by the required comprehensive public liability policy maintained by Friends, in, upon, or from the Center during the lease periods or the occupancy or use of the Center by Friends during the lease periods or occasioned wholly or in part by any act or omission by Friends, its tenants, agents, contractors, employees, invitees or licensees . 8 . Assignment and Subletting. Friends shall not assign or sublet any part of the Center without the prior written consent of Elliott Center Investors, its successors and assigns (hereinafter "Owner" ) , which may be reasonably withheld. The consent of Owner to any assignment or subletting or other act of Friends, however, shall not constitute a waiver of the necessity of such consent to any 4 subsequent assignment or subletting; in all events, Friends shall remain fully responsible for and shall not be released from performing any of the terms of this Lease and Facilities Use Agreement. 9 . Other Terms and Conditions of Lease Between County and Elliott Center Investors . The lease between County and Owner is Exhibit 3 to this lease, and is incorporated herein by reference. Friends acknowledge this lease and that its terms and conditions impose obligations on County not addressed in this lease. Friends agrees that it will not allow its actions and will not allow its programming to place County in violation of its lease with Owner. 10 . Notices . For the purpose of notice or demand, the respective parties shall be served by certified or registered mail, return receipt requested, addressed to County or to Friends at their respective address as set forth herein: TO COUNTY: Orange County c/o Director of Purchasing and Central Services Post Office Box 8181 Hillsborough, NC 27278 TO FRIENDS: Chapel Hill Senior Center c/o Chair to the Board of Directors/Friends of the Chapel Hill Senior Center 400 S. Elliott Road Chapel Hill, NC 27514 TO OWNER: Elliott Center Investors c/o Javad Vakilzadeh 400 S. Elliott Road Chapel Hill, NC 27514 IN WITNESS WHEREOF, the parties have set their hands and seals on the day and year first above written. ORANGE COUNTY MOSES CAREY, JR. , CHAIR ATTEST: Beverly A. Blythe, Clerk to the Board J FRIENDS OF THE CHAPEL HILL SENIOR CENTER, INC. ATTEST: SECRETARY APPROVED ELLIOTT CENTER INVESTORS JAVAD VAKILZADEH, GENERAL PARTNER /911C /7- NORTH CAROLINA ORANGE COUNTY MUTUAL COOPERATION AGREEMENT THIS, AGREEMENT made and entered into this /5 / day of 17a4 1991, by and between ORANGE COUNTY and the FRIENDS OF THE CHAPEL HILL SENIOR CENTER, INC. , 400 South Elliott Road, Chapel Hill, North Carolina 27514 , hereinafter referred to as "COUNTY" and the "FRIENDS: " WITNESSETH WHEREAS, the purposes for which the FRIENDS is organized are to manage, solicit and provide direct financial assistance to the new Chapel Hill Senior Center, and to encourage continued financial support for the well being of the facility, the programs and the activities of the Center offers through memberships, gifts, endowments, bequests, grants and memorials, to promote and campaign for new and expanded space -and facilities all in order to sponsor and promote the well-being of all older persons (seniors) in Chapel Hill and Orange County; and WHEREAS, the FRIENDS and the COUNTY have agreed that the management of the Chapel Hill Senior Center are vested in the COUNTY; and WHEREAS, the Kate B. Reynolds Charitable Trust (hereinafter referred to as the "TRUST) has awarded a GRkNT (attached to and made a part of this Agreement) totaling $87 , 114 to the FRIENDS, said grant to be paid over a three-year period for the purpose of establishing a Wellness Program in Orange County in cooperation with the UNC Health Affairs Division. NOW THEREFORE, in consideration of the above and the mutual covenants and conditions hereinafter set forth, the FRIENDS and the COUNTY agree to the following: I . DUTIES OF THE FRIENDS: Through its President and the members of the FRIENDS UNC Partnership, the FRIENDS shall: A. Submit to the COUNTY a proposed written description of the duties, responsibilities and qualifications of the Senior Health Promotion Coordinator. B. Provide input to the Department on Aging Director in the selection process for the Senior Health Promotion Coordinator Coordinator. C. Notify the TRUST in writing that the FRIENDS are ready to receive the first payment which shall include equipment funds and the first three-month payment for salary, fringe benefits and all other related personnel costs; D. Purchase and maintain the necessary equipment and supplies in accordance with the terms and conditions of the Trust; E. Reimburse the COUNTY for salary, fringe benefits and other approved related personnel costs, upon receipt of invoices from the COUNTY for said costs for a three year grant period. F. Transmit expenditure and progress reports to the TRUST in accordance with the terms and conditions of the GRANT; G. Initiate through the Senior Health Promotion Coordinator the types of programs and activities as listed in the Grant on Page 3, Paragraph 2 under the title, "Describe the strategies you will develop to accomplish the objectives, " as well as any other approved programs not specifically stated here but as the need arises; H. Participate with the UNC Health Affairs Representatives, the Advisory Committee of the Department on Aging, and the FRIENDS Wellness Center Advisory Committee in setting measurable objectives for each project and activity that is developed and subsequently to deteLwine if these objectives are met; I . Initiate and be an active participant in a regular evaluation by the Project Review Committee composed of the UNC Committee the COUNTY, the FRIENDS, and selected health professionals living in the Chapel Hill area; J. Assist the COUNTY in the preparation of a final report to the TRUST along with a quantitative/qualitative program report, including information about future financial viability and assure full compliance with all terms and conditions of the GRANT. II . THE DUTIES OF THE COUNTY: Through the Director of the County Department on Aging and where applicable the Orange County Personnel Director, the COUNTY shall: A. Classify, establish and determine the minimum qualifications for the position of Senior Health Promotion Coordinator in accordance with Orange County Policy; -2- B. Advertise and recruit for the position of Senior Health Promotion Coordinator. Interview prospective candidates. Hire, supervise, manage, and pay the salary and benefit to the Senior Health Promotion Coordinator in accordance with Orange County Policy; C. Submit invoices to the FRIENDS on March 15, June 15, September 15 and December 15 of each of the three years to cover incurred personnel cost of the Senior Health Promotion Coordinator; D. Provide quarterly expenditures and progress reports to the FRIENDS for transmittal to the TRUST; E. Monitor the programs and activities to determine if they comply with those listed in the GRANT, and provide quantitative/qualitative program reports to the FRIENDS as required in the GRANT; and F. Participate in setting measurable objectives for each program/ activity and be an active participant in a regular evaluation of these to determine if objectives are being met. III. MAXIMUM SUM: The maximum amount to be paid by FRIENDS to the COUNTY under this AGREEMENT, shall be $32,539 per year for each of the three years. IV. AMENDMENTS: This AGREEMENT may be amended in writing by mutual agreement of the COUNTY and the FRIENDS. V. TERMINATION: In the event that the FRIENDS shall cease to exist as an organization, or shall significantly reduce its services during the term of this AGREEMENT, or in the event that the COUNTY desires to discontinue supervision of the Senior Health Promotion Coordinator position the FRIENDS or COUNTY may terminate this AGREEMENT upon 60 day notification to the other party. IN WITNESS THEREOF, the parties hereunto cause this AGREEMENT to be executed in their respective names . Ae This the ,404/ day of Ar, 1994 . THE COUNTY OF ORANGE FRIENDS OF THE CHAPEL HILL SENIOR CENTER / * ;K/ ^ Chair, Board of Commiss 4,Irs President ATTEST AI- i/ / ,00K , ATTEST Coun y Cle Secretarlt -3-