STATE OF NORTH CAROLINA CONTRACT FOR COUNTY OF CUMBERLAND SERVICES HIS CONTRACT FOR SERVICES is made and entered into this thee {3 day of 2022, by and between ORANGE STREET SCHOOL RESTORATION AND HIST#RICAL ASSOCIATION, INC., (hereinafter referred to as “ASSOCIATION”), a nonprofit organization existing under the laws of the State of North Carolina, and the CITY OF FAYETTEVILLE (hereinafter referred o as “CITY”), a municipal corporation organized and existing under the laws of the State of North Carolina, or jointly the Parties, This Contract is to jointly restore and preserve the historical Orange Street School (hereinafter “School”) located at 600 Orange Street, Fayetteville, NC 28301. WITNESSETH: WHEREAS, the School was one of the first two publicly funded schools for African- American children in Fayetteville, North Carolina, and is listed on the National Register of Historic Places; and WHEREAS, the ASSOCIATION is the owner of the School, and promotes and plans for the restoration and preservation of the School; and WHERBAS, the CITY has a vested interest in the preservation of historical structures within the City of Fayetteville and promoting the history within the City of Fayetteville; and WHEREAS, the CITY provides educational and recreational activities to the citizens of the City of Fayetteville and Cumberland County; and WHEREAS, the Parties wish to restore and preserve the School to be used for public and private educational and recreational activities; and WHEREAS, the CITY has secured funding from the State of North Carolina to restore the interior and exterior of the School. NOW, THEREFORE, for and in consideration of the mutual promises to cach other as hereinafter set forth, the Parties hereto do mutually agree as follows: A. PURPOSE: ‘To preserve the historical Schoo! by restoring the interior and exterior of the building and to make the School available to the CITY for the coordination of cultural arts and educational programming for the City of Fayetteville through the Fayetteville-Cumberland Parks and Recreation Department,B. TERM: This Contract is for a term of ten years from the date stated in the first paragraph and shall automatically renew for five (5) successive one-year terms unless written notice of the intention not to renew is given by the terminating party at least six (6) month: advance of the expiration of the term. C. DUTIES AND RESPONSIBILITIES: 1 2 D. —_ INSURANCI 1 ‘The ASSOCIATION’s Responsibilities: ‘The ASSOCIATION will allow the CITY to coordinate and provide cultural arts and educational programming for the City of Fayetteville through the Fayetteville-Cumberland Parks & Recreation Department, ‘The CITY’s Duties and Responsibilities: ‘The CITY agrees to the following: c. Be responsible for the historic renovations of the School, including the interior and exterior of the building; Provide landscaping and fencing of the property and maintain as needed; Provide routine facility maintenance as needed. “To the extent permissible under applicable law, the CITY assumes all risk of injury, loss, damage or death to any person or property atising out of or incurred in connection with its use of the premises belonging to the ASSOCIATION for CITY sponsored events and programs and hereby agrees to indemnify the ASSOCIATION absolutely and in full against any loss, claim, demand, liability, damage, judgment, or expense sustained by the ASSOCIATION as a result thereof; and in this connection, the CITY agrees, at its expense, to: a Maintain in full force during the contract term, a policy or policies of comprehensive liability insurance written by one or more responsible insurance company licensed to do business in this state, which insures the CITY and the ASSOCIATION against liability for injmties to persons or property and death of any person occurring in or about the premises belonging to the ASSOCIATION, up to $1,000,000 (one million dollars) per occurrence and $3,000,000 (three million dollars) aggregate; and Maintain a program of self-insurance or self-insured retention for public liability for injury or death in lieu of purchasing coverage up to $1,000,000 (one million dollars) per occurrence and $3,000,000 (three million dollars)ageregate which will be used to indemnify the ASSOCIATION if ASSOCIATION’ right to indemnity is triggered under this Contract. 2, To the extent permissible under applicable law, the ASSOCIATION assumes all risks of injury, damage or death to any person or property arising out of or incurred in connection with its use of the premises and hereby agrecs to defend and indemnify the CITY absolutely and in full against any loss, claim, demand, liabili Gamage, judgment, or expense sustained by the CITY as a result thereof; and in this connection, the ASSOCIATION agrees, at its expense, to: 2, Maintain in fall force during the contract term, a policy or policies of comprehensive liability insurance written by one or more responsible insurance company licensed to do business in this state, which insures the ASSOCIATION and the CITY against liability for injuries to persons or property and death of any person occurring in or about the premises up to $1,000,000 (one million dollars) per occurrence and $3,000,000 (three million dollars) aggregate; or b. Maintain a program of self-insurance or self-insured retention for public liability for injury or death in lieu of purchasing coverage up to $1,000,000 (one million dollars) per occurrence and $3,000,000 (three million dollars) aggregate which will be used to indemnify the CITY if the CITY’s right to indemnity is triggered under this Contract, It is understood that the rights, privileges, obligations, and liabilities conveyed to the ASSOCIATION and the CITY by this Contract are nontransferable and cannot be conveyed in part or totally ¢o a third party. The CITY is responsible for all obligations and liabilities assumed pursuant to this Contract for any group using the ASSOCIATION’ facilities or grounds under this Contract. It is not the intent of either party by entering this Contract to waive immunity or defense available at common law or by statute, but this Contract does serve to indemnify either party to this Contract. INDEMNIFICATION: To the extent permitted by law, ASSOCIATION agrees to defend, indemnify, and hold harmless ASSOCIATION, and its elected officials, employees, agents, successors, and assigns, from any and all liability and claims for any injury or damage caused by any act, omission or negligence of ASSOCIATION, its agents, servants, employees, contractors, licensees, or invitees, Indemnification of the CITY by ASSOCIATION does not constitute a waiver of the CITY’s governmental immunity in any respects under North Carolina law.GENERAL TERMS: 1 6. Transfer, Assignment, Subleasing: Neither party shall transfer, assign, or its rights under this Contract, nor grant any interest, privilege, or license whatsoever in connection with this Contract. Independent Contractor: ‘The ASSOCIATION js a nonprofit corporation of the State of North Carolina. The ASSOCIATION is not an agent, officer, or employee of the CITY and shall have no authority to act as an agent of the CITY, nor enter ‘any agreement for or on behalf of the CITY. The ASSOCIATION shall at all times provide CITY with satisfactory proof of its status as a nonprofit corporation organized to do business in the State of North Carolina, Non-Appropriation: Notwithstanding any other provisions of this Contract, the Parties agree that payments due hereunder from the CITY are from appropriations and monies from the City Council and any other governmental entities. In the event sufficient appropriations or monies are not made available to the CITY to pay the terms of this Contract for any fiscal year, this Contract shall terminate immediately without further obligation of CITY. Amendment both Patties. ‘This Contract may be amended at any time by written consent of Termination: a. Termination for Cause: In the event of substantial failure by ASSOCIATION to perform in accordance with the terms of this Contract, the CITY shall have the right to terminate ASSOCIATION upon six (6) months written notice in which event ASSOCIATION shall have neither the obligation nor the right to perform further services under this Contract. b. Termination for Convenience: Upon six months (6) written notice 10 ASSOCIATION, the CITY may, without cause and without prejudice to any other right or remedy legally available to the CITY, terminate this Contract. Upon such notice, neither party has an obligation nor the right to perform services under this Contract. Unless otherwise stated or agreed ‘upon, the effective date of termination shall automatically occur thirty (30) days after the written notice is sent by the CLL'Y. Notice: Any notice required under this Contract, unless otherwise indicated, shall be sent by U.S. Mail or by facsimile addressed to the parties hereto: ASSOCIATION: — Theolive Washington, President Orange St School Restoration & Historical Assoc., Inc. 3595 Sids Mill Rd Fayetteville, NC 2831210. Th 12, arr’ Douglas J. Hewett, City Manager City of Fayetteville 433 Hay Street Fayetteville, NC 28301 Compliance with Laws: The Parties agree to comply with all applicable statutes, ordinances, and regulations of the United States, the State of North Carolina, the CITY and units of local government. Governing Law: The Parties expressly agree that if litigation is brought in connection with this Contract and (1) the litigation proceeds in the Courts of the State of North Carolina, the parties agcee that the appropriate venue shall be in Cumberland County (Twelfth Judicial District of North Carolina); or (2) the litigation proceeds in a federal court, the parties agree that the appropriate venue shall be the United States District Court for the Eastern District of North Carolina. Severability: The Patties agree that if any provision of this Contract shall be held invalid for any reason, the remaining provisions shall not be affected if they may continue to conform with the purposes of this Contract and the requirements of applicable law. E-Verify: ASSOCATION acknowledges that “-Verify” is the federal E-Verity program operated by the US Department of Homeland Security and other federal agencies which is used to verify the work authorization of newly hired employees pursuant to federal law and in accordance with Article 2, Chapter 64 of the North Carolina General Statutes, ASSOCIATION further acknowledges that all employers, as defined by Article 2, Chapter 64 of the North Carolina General Statutes, must use E-Verify and after hiring an employee to work in the United States, shall verify the work authorization of the employee through E-Verify in accordance with N.C.G.S. § 64-26(a), ASSOCIATION pledges, attests, and ‘warrants through execution of this Contract that ASSOCIATION complies with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes and further pledges, attests, and warrants that any subcontractors currently employed by or subsequently hired by ASSOCIATION shall comply with any and all E- Verify requirements. Failure to comply with the above requirements shall be considered a breach of this Contract, Force Majeure: Neither party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations by an act of war, hostile foreign actions, adverse governmental actions, nuclear explosion, earthquake, hurricane, tornado, or other catasttophic natural event or act of God. Morality Clause: If, in the sole opinion of the CITY, at any time ASSOCIATION or any of its owner(s) or employee(s) or agent(s) (collectively referenced as an “Actot”) engages in any one or more actions that bring disrepute, contempt, scandal, or public ridicule to the Actor or subject the Actor to prosecution or offend the community or public morals or decency or denigrate individuals or groups inthe comnmmity served by the CITY or are scandalous or inconsistent with community standards or good citizenship or may adversely affect the CITY’s finanees, public standing, image, or reputation or are embarrassing or offensive to the CITY or may reflect unfavorably on the CITY or are derogatory or offensive to one or more employee(s) or customer(s) of the CITY, the CITY may immediately upon written notice to ASSOCIATION terminate this Contract, in addition to any other rights and remedies that the CITY may have hereunder or at law or in equity. 13, Entire Agreement: This Contract constitutes the entire agreement between the Parties. Any proposed change (o this Contract shall be submitted to the CITY for its prior approval. No modification, addition, deletion, etc., to this Contract shall be effective unless and until such changes are reduced to writing and executed by the authorized officers of each party. IN WITNESS THEREOF, the parties have executed this Contract in duplicate originals, one of which is retained by each of the Parties, effective the day and year first above written. ATTEST: CITY OF FAYETTEVILLE famela so Mogilh hes lus Meath PAMELA J. MEGILL, wotakes ‘HEWETT, ICMA-CM City Manager 5/31/2022 Date ORANGE STREET SCHOOL, RESTORATION AND HISTORICAL, ASSOCIATION, INC. President “Liles 23 B0f- ‘This instrument has been pre-audited in the manner required by theyLocal Government Budget and Fiscal Control, Jody Picarella Deputy Finance Officer