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HomeMy WebLinkAbout2019-552-E DSS - Boomerang Youth outside agency agreement DocuSign Envelope ID: BAEB77DF-C7A7-42CA-A5D5-OCF96776927C DEPARTMENT OF SOCIAL SERVICES FACILITY LICENSE AGREEMENT FOR BOOMERANG YOUTH, INC ALTERNATIVE TO SUSPENSION PROGRAM This FACILITY LICENSE Agreement for an (this "Agreement", made and entered into the 12th day of August,2019 (the "Effective Date"},by and between the County of Orange, a political subdivision of the State of North Carolina, located at 200 South Cameron Street, Hillsborough, North Carolina, 27278, ("County") through the Orange County Department of Social Services C'DSS'} and the Boomerang Youth, Inc. ("Boomerang'� located at 825-A N. Estes Dative, Chapel Hill, North Carolina 27514 and both collectively referred to as "the Parties." WITNESSETH: WHEREAS, Orange County through its Department of Social Services currently exists to provide protection to vulnerable children and adults, economic support to low- income individuals and families in crisis, and intervention services to at-risk person residing in Orange County;and WHEREAS, Boomerang Youth, Inc. mission is to inspire youth to bounce back from challenges and move toward positive change, support youth in times of crisis and beyond, to help youth manage challenges, cope with adversity and become resilient, independent young people;and WHEREAS Boomerang Youth Inc. through its mission disrupts the school-to- prison pipeline by providing alternative-to-suspension, school-based and after-school programming for middle and high school students in Chapel Hill-Carrboro City Schools and Orange County Schools;and WHEREAS, Boomerang Youth Inc. "Alternative To Suspension" program will help to protect the well-being of vulnerable youth, foster school and self-connectedness to increase educational achievement for at-risk youth and strengthen families further enhancing the existing of the Department of Social Services;and WHEREAS, the Boomerang Youth Inc. desires to locate in Hillsborough and Orange County desires to assist Boomerang Youth Inc. by providing them with a license to use a portion of the Department of Social Services facility, located at 113-B Mayo Street, Hillsborough, North Carolina 27278, and further identified as Orange Works ("Premises'} for the sole purpose of the Alternative to Suspension Program. NOW, THEREFORE, in consideration of the above and the mutual covenants and conditions hereafter set forth,the Parties agree as follows: 1. Term of the Agreement. The Term of this Agreement for the Premises commencing on 12th day of August, 2019 and terminating on June 30, 2020 ("Term"}, and shall be automatically extended for two additional successive one-year terms,unless either { DocuSign Envelope ID: BAEB77DF-C7A7-42CA-A5D5-OCF96776927C Party provides written notice to the other ninety (90) days prior to the end of the term. 2. During the Initial Term of the Agreement, Boomerang shall pay to County as rental for the Premises the sum of ONE dollar ($1.00). The Boomerang agrees to pay the aforesaid rental to County at the address specified in Section 9 or, to such other address as the County may designate by a notice in writing at least fifteen (15) days prior to the due date. 3. The County shall furnish to Boomerang, during the Term at County's sole cost and to the satisfaction of Boomerang the following: a. Heating facilities, air conditioning facilities, adequate electrical facilities, adequate lighting fixtures and sockets, hot and cold water facilities, and adequate toilet facilities; b. Maintenance of common areas,lawns, sidewalks, paved areas and disposal of trash; c. County to provide required fire extinguishers and servicing,pest control, and outside trash disposal; d. All utilities,except telephone; e. Daily janitorial services and supplies; f. Parking; g. Premises are generally accessible to persons with disabilities. This shall include access into the Premises from the parking areas (where applicable), access into the Premises via any common areas of the building and access to a resttoom suitable for use by disabled persons; h. Any fire or safety inspection fees will be paid by County; i. Any storm water fees will be paid by County; j. The number of keys to be provided to Boomerang for each lockset shall be reasonably determined by Boomerang prior to occupancy and said keys shall be Rimished by County to Boomerang at no cost to Boomerang; 4. Condition of the Premises. a. During the Term, County shall keep the Premises in good repair, to the end that all facilities are kept in an operative condition. Maintenance shall include, but is not limited to, ftnn ishing and replacing electrical light fixture ballasts, air conditioning and ventilating equipment filter pads, if applicable, Page 2 of 8 DocuSign Envelope ID: BAEB77DF-C7A7-42CA-A5D5-OCF96776927C and broken glass. The County reserves the right to enter and inspect the Premises, at reasonable times,and to make necessary repairs to the Premises. b. Boomerang shall,have the right during the Term of this Agreement,with the County's prior written permission, to make alterations to the Premises. Such alterations so placed in or upon or attached to the Premises under thie License or any prior license of which this License is an extension or renewal of shall be and remain the property of Boomerang and may be removed therefrom by Boomerang prior to the termination of this License or any renewal or extension thereof, or within a reasonable time thereafter. However, if Boomerang makes such alternation upon Termination of the Agreement County has a right to have Boomerang put the Premises back in the same condition as it was before the alteration was made. c. Boomerang shall, during the term of this Agreement and any renewal or extension hereof, shall keep the part of the facility they are allocated clean and shall surrender the premises in the good order and tepait in which such property now is, ordinary wear and excepted, and shall remove all its property therefrom so that County can repossess the property no later than Noon on the day upon which this Agreement ends. 5. Right of Entry. Boometang use of the premises is not exclusive, the County or its agent shall have the right to enter any part of the facility the Boomerang is allocated at reasonable times in order to examine it, or to make such decorations, repairs, alterations, improvements or additions as County deems necessary or desirable. If Boomerang or its employees shall not be personally present to permit entry at any time when an entry therein shall be immediately necessary, as herein provided, County may enter the premises by such means as may be appropriate, including forcible entry, without tendering County or such agents liable therefore (if during such entry the County or his agents shall accord reasonable care to Boomerang's property), and without in any manner affecting the obligations and covenants of this Agreement. G. Termination of Agreement. a, This Agreement may be terminated without cause by either Party by providing written notice of the intent to terminate to the other Party sixty (60) days prior to termination. b. The County may terminate this Agreement based upon the Boomerang's material breach of this Agreement; provided, the Boomerang has not taken all reasonable actions to remedy the breach. County shall give Boomerang seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Upon termination of this License, Boomerang will peaceably surrender the Premises in as good order and condition as when received, reasonable use and wear and damage by fire, war, riots, insurrection, public calamity, by the Page 3 of 8 DocuSign Envelope ID: BAEB77DF-C7A7-42CA-A5D5-OCF96776927C elements,by act of God, or by circumstances over which Boomerang had no control or for which County is responsible _pursuant to this License, excepted. Boomerang shall have no duty to remove any improvement or fixture placed by it on the Premises or to restore any portion of the Premises altered by it. In the event Boomerang elects to remove their improvements or fixtures and such removal causes damage or injury to the Premises, Boomerang will repair only to the extent of any such damage or injury. d. If the Premises be destroyed by Ere or other casualty, without fault of Boomerang, this License shall immediately terminate and the rent shall be apportioned to the time of the damage. In case of partial destruction or damage by fire or other casualty without fault of Boomerang, so as to render the Premises untenable in whole or in part, there shall be an apportionment of the rent until the damage has been repaired. During such period of repair, Boomerang shall have the right to obtain similar office space at the expense of Boomerang or Boomerang may terminate this License by giving fifteen (15) days written notice to County. 7. Relationship of the Parties. Boomerang is an independent contractor of County. Boomerang represents that they have or will secure, at their own expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees or have any contractual relationship with County. All personnel engaged in work under this Agreement shall be fully qualified and shall be authorized and pennitted under federal, state and local law to perform such services. 8. Subcontract. The Parties deem the services provided under this Agreement to be personal in nature and they may not subcontract any rights or duties under this Agreement to any third party without prior written consent. 9. Assignment. The Parties agree not to assign this Agreement, to any other party without the prior written consent of the other Party. 10. Amendments, Modifications, Cancellations or Surrender. Any amendments, modifications, cancellations, surrender or revisions to this Agreement must be approved in writing by the Parties and attached to this Agreement. 11. Covenant of Quiet Enjoyment. The County agrees that Boomerang, upon keeping and performing the covenants and agreements herein contained, shall at all times during the Term peaceably and quietly have, hold, and enjoy the Premises free from the adverse claims of any person. 12. Insurance Requirements. Boomerang shall provide evidence of general liability insurance to the County, by way of a certificate prior to operation and use of the Program.. Orange County shall be named as additional insured to Boomerang's general liability endorsed policy. Boomerang shall maintain combined single limits not less than $1,000,000 per occurrence with aggregate limits not less than $2,000,000 per year. Boomerang shall provide, if required, notice to the County not less than 30 days prior to any cancellation or reduction of any liability coverage and Page 4 of 8 DocuSign Envelope ID: BAEB77DF-C7A7-42CA-A5D5-OCF96776927C annually provide the County with an updated certificate of insurance on or before each policy renewal date. All such insurance policies and coverages must be approved by the Orange County Risk Manager. Boomerang shall not commence to work in the Premises until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 13. Obligation to Comply with Applicable Laws and Requirements of Insurance Policies. Boomerang shall throughout the term- of this Agreement, at its sole expense, promptly comply with all laws and regulations of all federal, state and municipal which may be applicable to the property. Boomerang shall comply with the requirements of County policies of public liability, fire and all other types of insurance at any time in force with respect to the building and other improvements on the property. 14. Hold Harmless from Liability. Neither the County nor Boomerang shall be liable to the other for any property damage sustained by the other, personal injury to the other or to its officers, agents and employees, or to any other occupant of any part of the property, irrespective of how such injury or damage may be caused,whether from action of the elements or acts of negligence of the occupants of adjacent properties, or any other persons; provided that nothing contained herein shall relieve either the County or Boomerang of the consequences of its own negligence to the extent provided by North Carolina law. 15. No Waiver. The failure of either party to insist in any instance upon, strict performance of any of the terms and conditions herein set forth shall not be construed as a waiver of the same in any other instance. 16. Binding. This Agreement shall be binding upon and inure to the benefit of County, its successors and assigns. 17. Governing Laws. The laws of the State of North Carolina shall govern all aspects of this Agreement. In the event that it is necessary fox either party to initiate legal action regarding this Agreement, venue shall lie in Orange County, North Carolina. The parties hereby waive their right to trial by jury in any action,proceeding or claim, arising out of this Agreement, which may be brought by either of the parties. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement the County certifies that County has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement County certifies that County has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. 18. Compliance with all Laws. The Parties, shall comply with all laws, ordinances,orders and regulations of the federal, state or local governments, as well as their respective departments, commissions, boards, and officers, which are in effect at the time of page Sof8 DocuSign Envelope ID: BAEB77DF-C7A7-42CA-A5D5-OCF96776927C execution of this Agreement or are adopted at any time following execution of this agreement. 19. Notices. All notices herein provided to be given, or which may be given, by either party to the other, shall be deemed to have been fully given when made in writing and deposited in the United States mail, certified and postage prepaid and addressed as follows: For County: Director Orange County Department of Social Services Post Office Box 8181 Hillsborough,North Carolina 27278 For Boomerang: Tami Pfeifer,Executive Director Boomerang Youth,Inc. 825-A North Estes Drive Chapel Hill,NC 27514 Nothing herein contained shall preclude the giving of such notice by personal service. The address to which notices shall be mailed as aforesaid to either party may be changed by written notice. 20. Cooperation and Coordination. The Orange County Social Services Director has designated her designee,Human Services Manager Sharron Hinton (or whomever shall serve in the Human Services Manager position), to act as the Department of Social Services'representative with respect to this Agreement and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 21. Non-Discrirraination. The Parties shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws,policies,rules, and regulations and the Orange County Non-Discrimn ation Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at h vmw.oran ecoun nc. ov de artmfnts u.tchasin division contracts. h .} Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. 22. Dispute Resolution.. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Page 6 of 8 DocuSign Envelope ID: BAEB77DF-C7A7-42CA-A5D5-OCF96776927C Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 23. Entire Agreement. This Agreement, including any referenced attachments, constitutes the entire Agreement between the parties and shall supersede, replace or nullify any and all prior Agreements of understandings;written or oral,relating to the matters set forth herein, and any such prior Agreements or understandings shall have no force or affect whatsoever on this Agreement. The County and Boomerang have read this Agreement and agree to be bound by all of its terms, and further agree that this Agreement constitutes the complete and exclusive statement of the Agreement between the County and County. 24. Severability, All clauses found herein shall act independently of each other. If a clause is found to be illegal or unenforceable, it shall have no effect on the other provisions of this Agreement. It is understood by the parties hereto that if any part, term or provision of this Agreement is by the Courts held to be illegal or in conflict with any laws of the State of North Carolina or the United States, the validity of the remaining portions or provisions shall not be affected,and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part,term or provision held to be invalid. 25. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. IN WITNESS WHEREOF, the Orange County and Boomerang Youth, Inc. have executed this Agreement, effective on the last date this Agreement is signed by the Parties as indicated by the dates set forth below. c a---.... —q Youth Inc. Uocu Sig ned by: 7 [ L P�.l�,V' 8/15/2019 S635AF5C2C51431. Date 10-----A ^�.��,p�a Counter Government E ocuSigned by: ung `]Rmi&#LYst" 8/16/2019 6379946755E477.. Bonnie Harnmersley, County Manager Date Docu Sig need by: :Chntcal content (, Sf wc' 8/15/2019 OAE1E196A83B455 . Nancy Coston,Director Date Department of Social Services Page 7 of 8 DocuSign Envelope ID: BAEB77DF-C7A7-42CA-A5D5-OCF96776927C This instrument has been pre-audited in the manner requited by the Local Government -Pi-z--a1 Cnntrol Act Docusigned by: 0 � 8/16/2019 7O4E51S1ACC1409. Ciaxy Donaldson, U110 Date J oocusigned by, - `----i and legal sufficiency 8/16/2019 "J �. IM- 4035CB8304CA4Ae Annette M. Moore,Sr. Staff Attorney Date Page 8 of 8 DocuSign Envelope ID: BAEB77DF-C7A7-42CA-A5D5-OCF96776927C -� ® DATE(MMIDDIYYYY) A Ro CERTIFICATE OF LIABILITY INSURANCE OBI2512019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s), PRODUCER CONTACT Dlane Nadeau NAME: Business Insurers of Carolinas PHONE (919)966-4611 FAX (919)968-8991 AIC Na Ext' tAIC,No): 800 Eastowne Drive,Suite 208 E-MAIL dnadeau®business-Ensurers-com ADDRESS: PO Box 2536 INSURER(S)AFFORDING COVERAGE NAIC M Chapel Hill NC 27515-2536 INSURERA; USLI INSURED INSURER B: Amguard Insurance Company Boomerang Youth Inc INSURER C: United States Liability Insurance Company 25895 825-A North Estes Dr INSURER D: INSURER E: Chapel HIII NC 27614 1NSURER F; COVERAGES CERTIFICATE NUMBER: 19-20 Cert REVISION NUMBER: THIS IS TO CERTIFY THATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER❑OCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE IN5URANCE AFFORDED 13Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILra POLICY EFF POLICY EXP LIMITS TYPE OF INSURANCE IN ❑ wV0 POLICY NUMBER MMIDDffYYY MMIDDNYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 _OIAIMS-MADE �OCCUR PREM I SES Me occummCa a 1OO,OUO MED EXP(Any one arson) $ 5,000 A NPP1689542 07/01/2019 07101Q020 PERSONAL&ADVINJLRY $ 1,000,000 'OTHER:L AGGREGATE LI MIT APPUESPER: GENERAL AGGREGATE $ 2,000,000 X POuCY JEG�T LOC PRODUCTS-COMPIOPAGG $ 2.000.000 Abuse&Molestation s 100,0001$200,000 AUTOMOBILE LIABILITY COMBBII EDISINGLE LIMIT $ (EaANYAUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY tear accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERLY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accldenl UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LJAB CLAIMS-MADE AGGREGATE $ DEQ I I RETENTION 5 8 WORKERS COMPENSATION Xi PER STATUTE ER AND EMPLOYERS'LIABILITY Y r N ANY PROPRIETORIPARTNMEYECUTIVEIM NIA R2VVC086650 0710112U19 07/01/2020 IOE E.L EACHACCNT s 100,000 B OFFICEREMBEREXCLUDED7 Mandatory In NH E-L DISEASE-EA,EMPLOYEE S '100,000 Il yas,describe under 500,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Each Occurence $1,000.000 Directors&Officers C N001570583C 0710112019 0710112020 Aggregate $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORO 101,AddRional Remarks Schedule,may be attached If more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Orange County Human Services ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 8181 AUTHORIZED REPRESENTATIVE Hillsborough NC 27279 0 1988-2015 ACORD CORPORATION, All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: BAEB77DF-C7A7-42CA-A5D5-OCF96776927C ADDITIONAL COVERAGES Ref# Description Coverage Code Form No. Edition Date Professional Liability I PROF Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium 1,000,000 Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Ed[tion Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductibie Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 TL�t 3 Deductibie Amoun2ed uctible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductlbie Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Farm No. Edition Date Limit 1 Limit 2 Limit 3 Deductibie Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref# Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium OFAIDTLCV Copyright 2001,ANTS Services,Inc.