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BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY MEETING DATE August 15, 2012 DIVISION Public Works/Eng. BULK ITEM: Yes No x DEPARTMENT: Public Works STAFF CONTACT PERSON/EXTENSION.: Kevin Wilson/Ext. 8797 AGENDA ITEM WORDING Discussion and direction on YMCA contract for operation of the Key Largo Community Park and Skate Park. ITEM BACKGROUND Since May 15, 2000, the YMCA has provided recreational programs at the Key Largo Community Park, including the Skate Park which was added in March, 2006. PREVIOUS RELEVANT BOCC ACTION On February 16, 2000, the BOCC approved the original contract; on October 17, 2001, May 15, 2002, April 16, 2003, May 19, 2004 and May 18, 2005, the Board approved renewals of the original agreement, and on May 18, 2005, the BOCC amended Section 9. Park Revenue/Costs of the original agreement. The agreement is currently on a mouth-to-mouth basis CONTACT/AGREEMENT CHANGES n/a STAFF RECOMMENDATION see attached. TOTAL COST: n/a INDIRECT COST: n/a BUDGETED: Yes x No DIFFERENTIAL OF LOCAL PREFERENCE n/a Acct. COST TO COUNTY SOURCE OF FUNDS: REVENUE GENERATED Yes No APPROVED BY: Co. Atty.: _ OMB/Purchasing Risk Management: DOCUMENTATION INCLUDED NOT REQUIRED: DISPOSITION: AGENDA ITEM #: PUBLIC WORKS & ENGINEERING DIVISION U ► • RAND UA DATE: 6 August 2012 TO: Commissioners CC: County Administrator FROM: Kevin Wilson �f- SUBJECT: YMCA Management Contract for Key Largo Community Park Requested Action: Provide Commission direction on -whether to proceed with contract execution with YMCA of Greater Miami for management services at the Key Largo Community park; and, -how to pursue payment of the disputed amount of $133,934.69; and, -whether the two should be linked Options Considered: 1. Abandon contract negotiations and seek legal remedies to obtain the $133,934.60 and advertise for Request for Proposals to manage the Key Largo Park. 2. Give the YMCA a final opportunity to provide accounting documentation to support their position (staff would recommend no more than 20 days) and bring the matter back to the Board as necessary. 3. Enter into a new long-term agreement with the YMCA, without the requirement that the amount of "$133,934.69 be paid to the County within 10 days of execution of the agreement." (The funds could be held in escrow by a third party pending further auditing/accounting or the County may seek other legal action to obtain the $133,934.69.) Recommendation: Remove references to the $133,934.69 from the proposed contract extension and require deposit of the disputed $133,934.69 into an escrow account with a third party trustee pending resolution of its disposition (absent agreement to this, staff would recommend seeking another management party by RFP and initiate immediate legal action to recover the $133,934.69) Basis for Recommendation: 1. The County has been satisfied with the YMCA's management of the programs at the park. 2. All elements of the new contract are resolved except the disputed $133,934.69 including how future fundraising will be attributed to the park or general YMCA programs (not associated with park operations). 3. Placing the disputed funds in a third party escrow and proceeding with contract execution provides a mechanism that encourages both parties to resolve the dispute over the funds. 4. The new contract provisions provide for a clearer delineation of which funds are associated with the park and which are not subject to restrictions for use at the park. Background: The Young Men's Christian Association (YMCA) of Greater Miami provides management services for the Key Largo Community Park, including the skate park. The County has been satisfied with the performance of those services. The Key Largo Community Park was obtained through grant funds from the Florida Communities Trust and is subject to the restrictions of the management plan, including a requirement that all revenue generated from any agreement will be earmarked for Park upkeep and improvements. On April 19`", 2011, the Clerk of the Court's Internal Audit Department released its final audit of the management agreement with the YMCA. Finding #3 of the April 2011 audit found that income exceeded expenses by $133,934.69 for calendars years 2008 through 2010 and that those excess receipts were retained in the general fund of Miami YMCA. "Section 9 - Park Revenue/Costs" of the management services agreement in place at the time requires that "all revenue generated at the Park site by the YMCA must be deposited in a separate account at a federally insured financial institution with an office in Monroe County" and that "All revenue generated at the Park site must be spent for recreational programs and activities at the Park, minus five percent of the revenues which may be spent for administrative overhead made necessary by the YMCA's park programs and activities." The contract also requires "If an auditor employed by the County or State determines that revenue generated at the Park was spent for a purpose or purposes not authorized by this contract, then the YMCA must pay over to the County the sum determined by the auditor to be improperly spent." The County may only use the refunded sum for Park improvements or maintenance. Section 16 "Fundraising" of that agreement requires "All fundraising and fees charged in connection with the Park shall only be used to benefit the Park." The County issued, and the YMCA responded to, an RFP for management services at the park. The YMCA was selected as its preferred manager by the County. Since early 2011, County staff has been negotiating with the YMCA for a new long-term agreement which incorporates a reimbursement basis for funding. The YMCA will not agree to the term of the new contract that requires that "$133,934.69 shall be paid to the COUNTY within 10 days of execution of this agreement". All other terms of the contract have been tentatively agreed upon. County staff has had several meetings with the YMCA to resolve the matter and has given the YMCA an opportunity to provide accounting documentation that would sustain their position that the funds discovered in the audit are not "park funds", but the YMCA has been unable to provide such documentation to date. County staff have identified several options and seeks direction from the Board. Attached is the most recent correspondence from the YMCA's legal counsel. 2 Request from YMCA for Additional Time To Provide Added Accounting for County's Auditors Jul.30. 2012 5:57PM No, 3414 P. 1 L]r DANIiELSKASHTAN RECEIVED ATTORNEYS AT LAW JUI.. 31 2012 MONROE COUNTY ATTORNEY M 1 A M i ! F T L A U D F R D A L E / T A M P A July 31, 2012 Via Facsimile to (3051292 2516 Christine M. Umbert-Barrows Assistant County Attorney Monroe County Attorney's Office P.O. Box 1026 Key West, Florida 33041-1026 Re: YMCA of Greater Miami: Key Largo Community Park and skate Park Dear Ms. Limbert: This firm represents The Young. Men's Christian Association of Greater Miami, Inc.. For some time, the YMCA has been in discussions with representatives of Monroe County to resolve outstanding issues relating to the Management Agreement for key Largo Community Park and Skate Park. In particular, your auditors have determined that approximately$133,000 Is due and payable to the County under the Management Agreement. This amount was determined based on the YMCA's accounting methods, which the YMCA believes may have overstated the actual revenue generated from operations at the park site. In fact, a significant portion of the revenue may have been generated from sources other than at the park site; in which case, a restatement of the revenue amount would be warranted. By way of example, approximately 64% of the revenue currently reflected as having been generated at the park site Was the result of grants from The Ocean Reef Foundation. For your reference, certain materials reflecting the Foundation's grants for the calendar years 2008, 2009 and 2010 have been attached. These materials reflect grants totaling $85,000 which were made by the Foundation in support of YMCA programming provided in Upper Keys. The YMCA desires to bring closure to this matter as quickly as possible. However, a recent change in management has caused some delays. The YMCA has confidence that its newly installed Chief Financial Officer will aid in the YMCA's review of this matter. However, this new officer has not yet had an adequate opportunity to fully digest relevant issues and facts. Moreover, some of the materials that the YMCA's new CFO believes are relevant to this matter are stored in off -site locations and have not yet been located. The YMCA sincerely appreciates the County's patience in this matter thus far and hopes that the County will provide additional time during which the YMCA may continue its review in this matter. We look forward to your response. Meanwhile, please do not hesitate to contact me if you have any questions. Thank you in advance. Sincerely, s Stephen M. Rubin, Esq. cc: Alfred Sanchez Steve Gimenez David Bodnar Peyton Tune SAWGRASS EXECUTIVE CENTER. 490 SAWGRASS CORPORATE PARKWAY, 51J1TE 320, FT, LAUDERDALE, FL 33325 jo, www.dkdr.com T: 9 5 4. 5 7 7 8 3 3 2 F:. 9 5 4. 4 5 2. 9 9. 6 4 T 0 L L F R E E: 8 8 8. 4 f 8. 7 9 8 8 N' ;ws ' Page 1 of 3 OCEAN REEF FOUNDATION Name About News Calendar Photo Gallery For Donors FAQ Contact Grantseekers Eight Reasons "One. Communitv, One Auction" Results Announced The Ocean Reef Foundation has released a report detailing how the funds raised by the community February's Ocean Reef Auction Day will be distributed to support effective charitable causes at Ocea in the surrounding communities. "We are very grateful for the tremendous show of support for the new idea of consolidating multiplE fundralsers in one community event," said Foundation President John Taylor, "and eager to share tt with everyone so they can see for themselves how their charitable dollars are going to work in our community. We can all be confident that our auction day will have a huge impact on these wonderft charities." OCEAN REEF FOUNDATION, INC. AUCTION DAY PROCEEDS BREAKDOWN & GRANT FUNDS ALLOCATION As at 3/12/2008: Gross Proceeds $ 1,448,921 Ocean Reef Charities Medical Center $ 315,150 Academy $ 189,090 Art League $ 100,000 ORCAT $ 28,000 Chapel at Ocean Reef $ 10,000 Cultural Center $ 260,000 Historical Society $ 5,000 O.R.E.E.F. $ 10,000 Ocean Reef Library $ 3,000 ittp://www.orfound.org/news/news.htm 12/22/2008 Nbws Page 2 of 3 OR Fire Department $ 5,000 Total Ocean Reef Charities $ 92S,240 Charities in Surrounding Communities R&G/BTU Environmental Causes $ 188,320 • Ocean Reef Area Flats Marker & Mooring Ball Maintenance • University of Miami Rosenstiei • Florida Institute of Technology • Mote Marine Laboratory • Cape Eleuthera Institute • International Game Fish Association • South Florida National Parks Trust • Isiamorada Fishing and Conservation Trust • Florida Keys Turtle Hospital • Sanctuary Friends of the Florida Keys • Marine Mammal Conservancy • National Conservation Association • South Florida High School Scholarship Fund Flotilla 13-04 $ 15,000 Homestead Hospital $ 25,000 ARC Project Thrive - Florida City $ 40,000 Barry University Family Literacy - Homestead $ 25,000 Center for Independent Living - Key Largo $ 3,000 Coral Shores High School Needy Fund $ 5,000 Environmental Matching Funds $ 10,000 FL Keys Foster Adoptive Parents Assn. $ 5,000 Florida Keys Children's Shelter $ 5,000 Habitat for Humanity Key Largo $ 5,000 Hospice of SE Florida - Upper Keys $ 10,000 Jacobs Aquatic Center - 2009 Program $ 20,000 Key Largo School Needy Fund $ 5,000 Le Jardin Community Center - Homestead $ 9,184 tp://www.orfound.org/news/news.htm 12/22/2008 N,tws Page 3 of 3 Sea Camp - Boy Scouts - Florida Keys South Dade Child Care Center Take Stock in Children - Monroe County YMCA Tennis Program - Key Largo Grants to be Determined Total Non -Ocean Reef Charities $ 15,000 $ 40,000 $ 40,000 $ 7,500 $ 50,677 $523,681 The Ocean Reef Foundation is an independent, charitable, and not -for -profit organization. It was e! enhance responsible and effective philanthropy throughout the community. For more information, p 367-4707 or visit the website at www.orfound.org. Home I About I News i Calendar i Photo Galles I For Donors i FAQ( I Contact Grantseekers Eight Reasons ttp://www.orfound.org/news/news.htm 12/22/2008 March 13, 2009 Ms. Franccesco Cesti-Browne Assistant Director of Grants YMCA of Greater Miami, Inc, 1200 NW 78" Avenue, Suite 200 Miami, FI. 33126 Dear Ms. Cesti-Browne: It is our pleasure to inform you that the Board of Directors of the Ocean Reef Foundation has approved funding for your two grant proposal and will be granting $7,500 to the Upper Keys YMCA Competitive Edge Tennis Program and $35,000 to the Upper Keys YMCA Summer Camp. In order to receive the grant award checks, the enclosed Grant Agreements must be signed and returned to the Foundation office. if you have questions about this agreement please contact us at 305-367-4707. While the Foundation will prepare a news release for local news and media, we ask that you also publicize the grant in any way that you feel appropriate. Please refer to the enclosed Communication Guidelines. We are proud of our association with your organization and look forward to our continued relationship. Sincerely, - rianna Mikolay ministrator Enclosures 200 Anchor Drive, Suite B 0 Key largo, Florida 33037 Telephone: 305-367-4707 © Fax: 30 a-367-6327 NP0003 OCEAN REEF. F O U N D A T 1 4 N April 15, 2010 Ms. Kehmisha Reid Supervisor of Contract Compliance YMCA of Greater Miami, Inc. 1200 NW 78" Avenue, Suite 200 Miami, FL 33126 Dear Ms. Reid: It is our pleasure to inform you that the Board of Directors of the Ocean Reef Foundation has approved funding for your three grant proposal and will be granting: 0 $5,000 to the Upper Keys YMCA Competitive Edge Tennis Program • $30,000 to the Upper Keys YMCA Summer Camp • $20,000 to the Homestead YMCA Summer Camp In order to receive the grant award checks, the enclosed Grant Agreements must be signed and returned to the Foundation office. If you have questions about this agreement please contact us at 305-367-4707. While the Foundation will prepare a news release for the Ocean Reef Community, we ask that you also publicize the grant in any way that you feel appropriate. Please refer to the enclosed Communication Guidelines. We are proud of our association with your organization and look forward to our continued relationship. Sincerely, OOVA t a Mikolay strator Enclosures 200 Anchor Drive, Suite B • Key Largo, Florida 33037 Telephone: 305-367-4707 • Fax: 305-367-6327 Proposed new Management Agreement MANAGEMENT AGREEMENT (Key Largo Community Park & Skate Park) This Management Agreement is made and entered into this of 12012, by and between MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida, (hereinafter, "COUNTY), and The Young Men's Christian Association of Greater Miami, Inc., (hereinafter, "CONTRACTOR"), for management, operation and provision of programming at the Key Largo Community Park and Skate Park, as follows: WITNESSETH: WHEREAS, the site of the Key Largo Community Park was obtained through a grant from the Florida Communities Trust for the purposes of providing recreational and open space opportunities for present and future residents and visitors; and WHEREAS, the Florida Communities Trust grant agreement requires the property to be used for public outdoor recreation and protection/enhancement of natural resources; and WHEREAS, it is a legitimate public purpose to provide facilities and services for recreational use and social functions of the community in a wholesome environment free from drugs and alcohol; and WHEREAS, the COUNTY and CONTRACTOR entered into a management agreement on February 16, 2000, which agreement is currently on a month -to -month basis; and WHEREAS, both parties desire to enter into a new long-term agreement, further defining the rights and responsibilities of each; NOW, THEREFORE, in consideration of the covenants hereinafter to be kept and preformed, the COUNTY and the CONTRACTOR agree that the CONTRACTOR shall manage and schedule recreational activities at that certain property described as follows: 1. PREMISES. 500 St. Croix Place, Key Largo, Florida (Lots 312 to 384, Port Largo Fourth Addition, Section 33, Township 615, Range 39E, Monroe County, Florida). This parcel contains 615,623 square feet and is known as the Key Largo Community Park and Skate Park (hereinafter PARK). 2. TERM. The term of this management agreement shall be for five (5) years, commencing , 2012, and shall continue from year to year unless specifically cancelled by either party by providing at least 60 days prior written notice to the other party of its election to cancel, subject to paragraph 19 of this agreement. 3. USE OF PREMISES. The PARK shall be actively used to provide recreational programs for the Upper Keys area. The COUNTY hereby enters into this management agreement with CONTRACTOR to manage, direct and operate said recreational programs. During the operation of programs, the CONTRACTOR will be held responsible for reasonable supervision of the programming area. If the CONTRACTOR observes any activity which it reasonably believes to be a nuisance or an illegal activity, including alcoholic beverages or unlawful narcotics being possessed, used or consumed by persons on the premises, the CONTRACTOR will promptly contact the Public Works representative listed in Section 30 of this agreement and the Monroe County Sheriffs Office. 4. HOURS OF OPERATION. The COUNTY is responsible for opening and closing the PARK. PARK hours of operation are established by the Board of County Commissioners of Monroe County, Florida, and are currently set from 7:00 a.m. to 8:30 p.m., seven days per week, 365 days per year. All CONTRACTOR programs will take place during the hours of operation of the PARK, except for the following holidays: New Year's Eve, New Year's Day, Easter Sunday, Memorial Day, Labor Day, Thanksgiving Day, Christmas Eve and Christmas Day. 5. SCHEDULING OF ACTIVITIES. CONTRACTOR will schedule all PARK activities and requests for use of or events at the PARK. Except during league play, CONTRACTOR agrees to leave one basketball court, one baseball field and two tennis courts (at least one lighted tennis court) open for use by the general community. The CONTRACTOR will be exempt from liability for incidents not directly related to CONTRACTOR scheduled activities and/or events, unless due to its negligence or omission. Further, CONTRACTOR agrees to allow the COUNTY the right to take precedence in scheduling authorized activities or events, no more than ten (10) times in a calendar year, at the PARK. The COUNTY will notify CONTRACTOR of the events or activities, and CONTRACTOR will be exempt from liability for said events, unless caused by CONTRACTOR'S negligence or omission. 6. FEES AND PROGRAMS. CONTRACTOR will have overall scheduling oversight of all youth baseball and soccer leagues to ensure that no leagues overlap; however, such leagues are exempt from paying any CONTRACTOR fees but shall instead pay the fees specified below. No participant will ever be turned away from the CONTRACTOR'S programs unless such participant fails to pay the applicable fees for such program or fails to meet program eligibility and participation requirements. Should the CONTRACTOR decide to establish program eligibility requirements (such as residency, medical condition, age, etc.), they shall be drafted and submitted to the COUNTY for approval prior to becoming effective. The CONTRACTOR agrees to offer programs at reasonable rates and to allow all persons into their programs as long as they pay the required fees. If the CONTRACTOR adjusts the rates, then the CONTRACTOR shall provide the COUNTY with the current rates. Rates are as follows: Programs: See Attached. Rates: The CONTRACTOR may add additional programs, upon written request to the County Administrator, who may temporarily approve the new programs, pending approval of a formal, written amendment to this management agreement by the Board of County Commissioners. 7. CONCESSION STAND. The CONTRACTOR shall operate the concession stand located at the PARK based upon demand or during scheduled events and programs. The concession stand shall not be open beyond PARK hours except during properly scheduled activities and events. Commodities to be sold at the concession stand shall include healthy foods, drinks, real juice products, bottled water and snacks and must be sold at prices comparable with other like concessions in the surrounding area. No items may be sold in glass containers. 2 The CONTRACTOR may collaborate with other organizations to operate the concession stand; however, the CONTRACTOR will be entitled to the right of first refusal in this regard. The CONTRACTOR will furnish all necessary equipment and furnishings needed to operate the concession stand, and upon termination of this management agreement, all such equipment and furnishings will become the property of the CONTRACTOR. The COUNTY has installed all electrical wiring and plumbing needed to allow CONTRACTOR to have the concession equipment properly installed. The CONTRACTOR shall provide sixty (60) days prior written notice and information, to the COUNTY and Florida Communities Trust ("FCT"), regarding operation of any concession by an entity other than the CONTRACTOR. Documentation of revenues from all sales from the concession stand shall be provided to the COUNTY, along with documentation that shows the net proceeds were used for services, programs, activities at the Park, or improvements to the Park. See Section 9, below, regarding the accounting for CONTRACTOR'S revenues. Memoranda of Agreement or language added to the COUNTY' S Facilities Use Form shall be used to require similar account by other users. If the organization has otherwise been approved to operate the concession stand and time constraints do not allow for 60 days notice prior to beginning the operation of the concession, then the organization may proceed with operations, but the operation is subject to FCT access to additional information as requested. 8. SKATE PARK. A. On June 21, 2006, COUNTY approved Resolution No. 239-2006, adopting riles and regulations governing the use of the Key Largo Skate Park, and the CONTRACTOR shall manage and operate the Skate Park in accordance with said riles and regulations, as same may be amended from time to time (Resolution No. 239-2006 is attached to this sample contract and marked Exhibit "A"). The CONTRACTOR shall carry liability insurance which covers skate park operations and shall name Monroe County as an additional insured for such coverage per Section 23 of this agreement. B. At a minimum, the Skate Park shall open at 10:00 a.m. each day, other than New Year's Eve, New Year's Day, Easter Sunday, Memorial Day, Labor Day, Thanksgiving Day, Christmas Eve and Christmas Day, and shall remain open as follows: Until 6:00 p.m.: November, December, and January; Until 6:30 p.m.: February; Until 7:00 p.m.: March, April and October; Until 8:00 p.m.: May and September; Until 8:30 p.m.: June, July and August. C. At some time in the future, the County may include BMX bikes as an allowed activity at the Skate Park, and may have lighting installed at the Skate Park to allow it to remain open after dark. If these changes are made, this contract will be amended to include BMX bikes and additional operating hours as activities requiring supervision and management by the CONTRACTOR. 9. PARK REVENUES/CONCESSION REVENUES. All Net Revenue generated at the PARK site by the CONTRACTOR must be held in a separate fund (the "Park Fund") earmarked for upkeep and park improvements and programming at the Park. [A minimum amount of One Hundred and Thirty-three Thousand Nine Hundred and Thirty-four Dollars and Sixty- nine Cents ($133,934.69) shall be paid to the COUNTY within 10 days of execution of this 3 agreement.] [SUBJECT TO FURTHER DISCUSSION] The CONTRACTOR shall provide the COUNTY on a quarterly basis with a statement showing the current account balance, including documentation showing all Gross Revenue and Operating Expenses. Upon termination or expiration of this contract, the Net Revenue remaining in the Park Fund (which funds have not been applied to uses at the Park), with documentation provided of the application, shall be remitted to the COUNTY. All Net Revenue generated at the PARK site, must be spent for upkeep and park improvements and/or programming at the Park in accordance with FCT requirements. All PARK revenue records and accounts must be kept according to generally accepted accounting principles and made available during regular business hours (Monday - Friday, 9:00 a.m. - 5:00 p.m., holidays excepted) to auditors employed by either Monroe County or the State of Florida. If an auditor employed by the COUNTY or the State determines that revenue generated at the PARK was spent for a purpose or purposes not authorized by this contract, then the CONTRACTOR must pay over to the COUNTY the sum determined by the auditor to be improperly spent. The COUNTY may only use the refunded sum for PARK upkeep and improvements. For purposes of this Agreement, the following capitalized terms will have the meanings set forth below: a. "Gross Revenue" means all revenue generated by the Operator from the Operator's programming and other activities at the Park such as admission and/or program fees, vending and concession sales, facility rentals and the like. Gross Revenue does not include grants or donations which are separately addressed in Section 17 of this Agreement. b. "Net Revenue" means Gross Revenue minus Operating Expenses. c. "Operating Expenses" means all expenditures by the Operator for the costs and expenses incurred in connection with the management, upkeep, maintenance, operation and provision of programming at the Park and the Park facilities, including without limitation: payments of insurance premiums, amounts not covered by insurance deductibles and settlement amounts; legal fees and costs and expenses; utilities; repairs and maintenance; equipment; supplies; salaries, wages, benefits and any associated taxes; travel; marketing and promotions; training; and any and all other items which are customarily considered to be "operating expenses". In addition, Operator shall be entitled to deduct from Gross Revenue a sum not to exceed eleven (11%) percent of the Gross Revenues to compensate Operator for its general administrative overhead (i.e., bookkeeping, payables and receivables, payroll, human resources, information technologies and marketing). 10. CONTRACT AMOUNT. The COUNTY shall pay CONTRACTOR Eighty-five Thousand Five Hundred Dollars ($85,500.00) per year on a reimbursement basis equal to 1/12 of this amount, or $7,125.00 per month. If a reimbursement request is less than the per month reimbursement amount of $7,125.00, the unused balance will be rolled over and available for future reimbursement request. The CONTRACTOR shall provide reimbursement request to the Division of Public Works. The COUNTY shall only reimburse, subject to the funded amount above, those reimbursable expenses which are reviewed and approved as complying with Monroe County code of Ordinance, State laws and regulations and Attachment A- Expenses Reimbursment Requirements. Evidence of payment by the CONTRACTOR shall be in the form of a letter, summarizing the expenses, with supporting documentation attached. The letter should contain a notarized certification statement. An example of a reimbursement request cover letter is included as Attachment B. The CONTRACTOR's final invoice must be received within thirty (30) days after cancellation of this contract. After the Clerk of the COUNTY examines and approves the request for reimbursement, the COUNTY shall reimburse the CONTRACTOR, however, the total of said reimbursement expense payments in the aggregate sum shall not exceed the annual total amount of Eighty-five Thousand Five Hundred Dollars ($85,500.00) 11. OFFICE SPACE. The CONTRACTOR is permitted to set up an office and have telephone service established in the press box. The CONTRACTOR will have exclusive access to the office space located within the press box, and shall not allow use by other entities without the CONTRACTOR'S permission in writing and subject to such conditions as CONTRACTOR requires to assure itself that its obligation to return the facilities to COUNTY in good condition can be met. The CONTRACTOR will be responsible for all furnishings, equipment, and telephone charges associated with this office space. 12. UTILITIES. The COUNTY will be responsible for all utilities charges associated with the PARK facilities leased by the CONTRACTOR, with the exception of telephone service for the CONTRACTOR'S office located in the press box. 13. SIGNAGE. The CONTRACTOR is permitted to install signs and riles & regulations signs, upon COUNTY approval, contingent upon CONTRACTOR receiving any necessary permits, as well as appropriate approvals and clearances from utility companies. COUNTY will install scheduling signs by the tennis courts, and signs for the Vita Course marking distances in the PARK for mileage. 14. COMPLAINTS. The CONTRACTOR and THE COUNTY agree to work together in close communication concerning all grievances and complaints. CONTRACTOR shall inform COUNTY immediately of any incidents, accidents and calls to law enforcement. 15. IMPROVEMENTS. The COUNTY may remodel, renovate or reconstruct any buildings, strictures or pavilions on the premises; provided that if such remodeling, renovation or reconstruction prevents or materially interferes with the CONTRACTOR'S use of its office provided for in Section 10, then the COUNTY, at its cost and expense, shall provide substantially comparable office space to the CONTRACTOR and shall relocate the CONTRACTOR. In addition, the COUNTY is responsible for all resurfacing and major work at the PARK. The CONTRACTOR may only make such improvements as are approved by both the COUNTY and the FCT in writing. 16. MAINTENANCE. COUNTY staff will perform and be responsible for all maintenance of the buildings, fields, grounds and improvements at the PARK and will maintain and stock the bathrooms daily. Notwithstanding anything to the contrary, the COUNTY will accept any and all responsibility for accidents and incidents related to the maintenance and renovation of the facility, unless caused by CONTRACTOR'S negligence, and the CONTRACTOR will be exempt from any and all liability related to the COUNTY'S maintenance of the facility, however, if the CONTRACTOR observes any conditions on site which it reasonably believes are dangerous, the CONTRACTOR shall promptly contact the Public Works representative indicated in Section 31 of this agreement. s 17. FUNDRAISING. Any contributions or donations collected by the CONTRACTOR through fundraising activities at the PARK site shall be used solely for maintenance, improvements and/or programming at the PARK. The CONTRACTOR will be responsible for the collection of the above -mentioned fundraising, but shall have no obligation to pursue any person for collection of bounced checks or other non-payment. The CONTRACTOR will decide upon the appropriate disbursements and allocation of these funds for maintenance, improvements and/or programming at the PARK but shall obtain COUNTY and FCT approval in writing before making any improvements, and any audit by COUNTY or its agents which discloses improper application of such funds to any use other than for maintenance, improvements and/or programming at the PARK shall be repaid by the CONTRACTOR and the County will ensure that said funds be used solely for maintenance, improvements and/or programming at the PARK. Contractor shall not be required, but may in its sole discretion elect, to use for maintenance, improvements and/or programming at the PARK any contributions or other donations collected through Contractor's fundraising activities at locations other than at the Park site; provided, however, that if donor intent specifically requires the use of such contributions or donations for maintenance, improvements and/or programming at the PARK, then the Contractor shall comply with the donor's intent. 18. ACCOUNTING/INSPECTION OF BOOKS/ANNUAL AUDIT. The CONTRACTOR shall maintain its financial records in accordance with generally accepted accounting principles and allow the COUNTY to inspect its books and records at any reasonable time upon reasonable advance notice. The CONTRACTOR shall, at its expense, provide the COUNTY with an annual audit prepared by an Independent Certified Public Accountant. The CONTRACTOR shall retain all records pertaining to this management agreement for a period of four years after the term expires. 19. CANCELLATIONS. Either party hereto may cancel this management agreement with or without cause by giving the other party sixty (60) days written notice sent certified mail of its election to do so. The COUNTY will not be obligated to pay for any services provided by CONTRACTOR after the effective date of termination, but shall remain liable after termination of this agreement for all services provided prior thereto (including, without limitation, those payments to be made in arrears under Section 10 and any reasonable termination payments made to the Park Manager and other staff. 20. RETURN OF PREMISES. At the end of the term of this management agreement or any extensions thereof, the CONTRACTOR shall vacate and peacefully surrender the premises to the COUNTY. 21. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, the CONTRACTOR is an independent contractor and not an employee of the Monroe County Board of County Commissioners. No statement contained in this management agreement shall be construed so as to find the CONTRACTOR or any of its employees, contractors, servants or agents to be employees of the Board of County Commissioners. 22. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners, its officers, agents, servants and employees, from any and all claims for bodily injury (including death), personal injury, and property damages (including property owned by Monroe County), ordinary wear and tear excepted, and any other losses, damages, and expenses (including reasonable attorney's fees) which arise out of, in connection with, or by reason of services 6 provided by the CONTRACTOR or any of its subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act or omission of the CONTRACTOR or its subcontractors in any tier, their employees, or agents. In the event that the service is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify the COUNTY from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the CONTRACTOR is for the indemnification provided above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere with this agreement. This provision shall survive the expiration or earlier termination of this agreement. 23. INSURANCE. Prior to the CONTRACTOR taking possession of the property owned by the COUNTY, or commencing its operations, the CONTRACTOR shall obtain, at its own expense, insurance as follows: a. General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage (including Skate Park Liability- Insurance) The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provision should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. b. Vehicle Liability Insurance. Recognizing that the work governed by this contract requires the use of vehicles, the CONTRACTOR, prior to commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contact and include, as a minimum, liability coverage for: • Owned, Non -Owned, and Hired Vehicles The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) 7 If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. c. Workers' Compensation. Prior to commencement of work governed by this agreement, the CONTRACTOR shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. d. Employer's Liability Insurance. The CONTRACTOR shall obtain Employers' Liability Insurance with limits of not less than: $500,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $500,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the State of Florida. If the CONTRACTOR has been approved by the Florida Department of Labor, as an authorized self -insurer, the COUNTY shall recognize and honor the CONTRACTOR'S status. The CONTRACTOR may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details of the CONTRACTOR'S Excess Insurance Program. If the CONTRACTOR participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONTRACTOR may be required to submit updated financial statements from the fund upon request from the COUNTY. The CONTRACTOR shall maintain the required insurance throughout the entire term of this management agreement and any extension specified in the attached schedules. Failure to comply with this provision may result in the immediate termination of the management agreement and the return of all property owned by the COUNTY. The CONTRACTOR shall provide, to the COUNTY, as satisfactory evidence of the required insurance, either a certificate of insurance or a certified copy of the actual insurance policy. The COUNTY, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non -renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the COUNTY by the insurer. 9 The acceptance and/or approval of the CONTRACTOR'S insurance shall not be construed as relieving the CONTRACTOR from any liability or obligation assumed under this management agreement or imposed by law. The Monroe County Board of County Commissioners will be included as an "Additional Insured" on all policies including the policies of all organizations utilizing the PARK for scheduled programs. Subject to review and agreement by the CONTRACTOR'S insurance carrier, the COUNTY will also be named as "Loss Payee" with respect to Fire Legal Exposure. Any deviations from these General Insurance Requirements must be requested in writing on the COUNTY prepared form entitled "Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management. 24. COMPLIANCE WITH LAW. In providing all services pursuant to this management agreement, the CONTRACTOR shall abide by all statutes, ordinances, and riles and regulations pertaining to or regulating the provisions of such services, including those in effect and those hereinafter adopted. Any violation of said statutes, ordinances, resolutions or riles and regulations shall constitute a material breach of this management agreement and shall entitle the COUNTY to terminate this management agreement if such breach remains uncured thirty (30) days after delivery of written notice of termination to the CONTRACTOR, and the COUNTY may thereupon re-enter the premises. The CONTRACTOR shall also comply with all FCT requirements. In accordance with the grant contract between Monroe County and FCT, the CONTRACTOR shall provide sixty (60) days prior written notice and information to the COUNTY and FCT, regarding any sale or lease of any interest, operation of any concession, any sale or option to buy things attached to the site, the granting of any management contracts, and any use by any person other than in such person's capacity as a member of the general public. THIS DOES NOT GRANT CONTRACTOR THE AUTHORITY TO ENTER INTO ANY AGREEMENT REGARDING THE ABOVE, EXCEPT AS PROVIDED IN THIS CONTRACT. 25. PROFESSIONAL RESPONSIBILITY/LICENSING/ARTICLES OF INCORPORATION. The CONTRACTOR shall assure that all professionals under the control of the CONTRACTOR have current and appropriate professional licenses and professional liability insurance coverage. Upon execution of this management agreement, the CONTRACTOR will provide the COUNTY with a copy of its Articles of Incorporation and a list of its Board of Directors. 26. CONTRACT DOCUMENTS, MODIFICATIONS AND AMENDMENTS. The contract documents include the Request for Proposals, the proposal by CONTRACTOR, and this Agreement. Any and all modifications to this management agreement or to any of the services provided shall require an amendment to this management agreement to be approved in writing by both parties hereto. In accordance with the grant contract between Monroe County and FCT, the CONTRACTOR shall provide sixty (60) days prior written notice and information to the FCT, regarding any and all modifications to this agreement or to any of the services provided. 27. NO ASSIGNMENT. The CONTRACTOR shall not assign this management agreement or sublease the premises except in writing and with prior written approval of the Board of County Commissioners, which approval shall be subject to such conditions and provisions as the Board may deem necessary. Any assignment of this management agreement or sublease of the premises is subject to sixty (60) days prior written notice to both the COUNTY and notice and information to the FCT, with both entities having to agree to the assignment in writing before it can be effective. This management agreement shall be incorporated by reference into any assignment and any assignee shall comply with all provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the COUNTY. 28. NON-DISCRIMINATION. COUNTY and CONTRACTOR agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. COUNTY or CONTRACTOR agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91- 616) as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.) as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note, as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age. 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of , this Agreement. 29. AUTHORIZED SIGNATORY. The signatory for the CONTRACTOR, below, certifies and warrants that: a) The CONTRACTOR'S name in this management agreement is its full name as designated in its corporate charter, if a corporation, or the full name under which CONTRACTOR is authorized to do business in the State of Florida. b) He or she is empowered to act and contract for the CONTRACTOR. c) This management agreement shall been approved by the Board of Directors of the CONTRACTOR, if CONTRACTOR is a corporation. 30. NOTICE. Any notice required or permitted under this management agreement shall be in writing and hand -delivered, delivered by a courier service with overnight delivery and signed receipt, or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: 10 FOR COUNTY Monroe County Public Works 1100 Simonton St., Rin. 2-231 Key West, Florida 33040 and Monroe County Administrator 1100 Simonton St., Rin. 2-205 Key West, FL 33040 FOR FCT Department of Environmental Protection Division of State Lands Florida Communities Trust 3800 Common,-ealth Blvd. MS4115 Tallahassee, Florida 32399 FOR CONTRACTOR Alfred Sanchez, CEO YMCA of Greater Miami 730 NW 107th Ave., Suite 200 Miami, FL 33172 31. CONTACT PERSONS. The following, or their designees, are the contact persons in connection with this management agreement: FOR COUNTY Robert Glassmer, Building Administrator Office Phone: 305-852-7161 Cell Phone: 305-797-1466 If not available contact: Public Works Division Office Phone: 305-292-4560 or County Administrator's Office Office Phone: 305-292-4441 FOR CONTRACTOR Steve Gimenez, COO 305-357-4000ext. 1113 or Barbara Carvajal, CFO 305-357-4000 ext. 1112 32. CONSENT TO JURISDICTION. This management agreement shall be construed by and governed under the laws of the State of Florida and venue for any action arising under this management agreement shall be in Monroe County, Florida. This agreement is not subject to arbitration. 33. NON -WAIVER. Any waiver or any breach of covenants herein contained to be kept and performed by either party shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the other party from exercising any of its remedies under this agreement, at law or in equity for any succeeding breach, either of the same condition or covenants or otherwise. 34. FUNDING AVAILABILITY. In the event that funds are partially reduced or cannot be obtained or continued at a level sufficient to allow for the purchase of the services contemplated, then the contract may be terminated at the option of the COUNTY upon thirty (30) days advance written notice of termination being delivered in person or by mail to CONTRACTOR. The COUNTY will not be obligated to pay for any services provided by CONTRACTOR after the 11 effective date of termination, but shall remain liable after termination of this agreement for all services provided prior thereto including, without limitation, those payments to be made in arrears under Section 10 and any reasonable termination payment made to the Park Manager and other staff. 35. PUBLIC ENTITIES CRIME STATEMENT. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a proposal on a contract to provide goods or services to a public entity, may not submit a proposal on a contract with a public entity for constriction or repair of a public building or public work, may not submit proposals on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, F.S. for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. (CATEGORY TWO: $25,000.00). 36. FORCE MAJEURE. If either party shall be delayed or hindered in, or prevented from, the performance of any work, service, or other act or obligation required under this agreement to be performed by such party and such delay or hindrance is due to a strike, lockout, or other labor difficulty, fire or other casualty, condemnation, war, terrorist or other enemy act, civil commotion, riot, insurrection, a tropical storm or hurricane watch, warning or evacuation, other atypically inclement weather (based on historical weather data), other act of God, the requirements of any local, state or federal law, rile or regulation or other cause of a like nature (other than financial) beyond the control of the party so delayed or hindered, then performance of such work, service or other act or obligation shall be excused for the period of such delay and the period for the performance of such work, service or other act or obligation shall be extended for a period equivalent to the period of such delay. IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the day first written above. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA M. Deputy Clerk Witnesses for YMCA Witness 1 Printed Name of Witness 1 Mayor/Chairman The Young Men's Christian Association of Greater Miami, Inc Alfred Sanchez, CEO 12 Witness 2 Printed Name of Witness 2 POLICY FOR OPERATION OF CONCESSION STAND WITH ORGANIZATION As per the agreement between YMCA and Monroe Count-, the YMCA has the right to collaborate with organizations to operate the concession stand at the Key Largo Community Park, however the YMCA has the right of first refusal regarding operation of the concession stand. The organization must cooperate with the YMCA and comply with the folloNving requirements before the authority to operate the concession is granted: 1) The organization must obtain permission to use the count- property and fill out all documentation required, including but not limited to, request for use of county property form, hold harmless agreement form, and proof of insurance 2) The organization must execute an agreement with YMCA to provide (at a minimum): a) a monthly or quarterly report showing an accounting of concession stand revenues from the Key Largo Park. The organization must also agree that revenue funds will benefit the organization's activities at the Park and provide how revenue will be used by the organization. (In accordance with the Florida Communities Trust (" FCT") Grant, the written notice and information regarding operation of the concession must be provided to both Monroe Count- and FCT. The FCT may reasonably request information to evaluate the legal and tax consequences of such activity as per the grant contract and the organization shall cooperate to provide information if requested). b) a list of all items to be offered for sale at the concession stand, which is subject to YMCA approval 13 ATTACHMENT A Expense Reimbursement Requirements This document is intended to provide basic guidelines to Human Service and Community -Based Organizations, count- travelers, and contractual parties who have reimbursable expenses associated with Monroe Count- business. These guidelines, as they relate to travel, are from the Monroe County Code of Ordinances and State laves and regulations. A cover letter (see Attachment B) summarizing the major line items on the reimbursable expense request needs to also contain the following notarized certified statement: "I certifi- that the above checks have been submitted to the vendors as noted and that the attached expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe Count- Board of Count- Commissioners and will not be submitted for reimbursement to any other funding source." Invoices should be billed to the contracting agency. Third party payments will not be considered for reimbursement. Remember, the expense should be paid prior to requesting a reimbursement. Only current charges will be considered, no previous balances. Reimbursement requests will be monitored in accordance with the level of detail in the contract. This document should not be considered all-inclusive. The Clerk's Finance Department reserves the right to 14 review reimbursement requests on an individual basis. Any questions regarding these guidelines should be directed to 305-292-3534. Data Processing, PC Time, etc. The vendor invoice is required for reimbursement. Inter -company allocations are not considered reimbursable expenditures unless appropriate payroll journals for the charging department are attached and certified. Payroll A certified statement verifi-ing the accuracy and authenticity of the payroll expense is needed. If a Payroll Journal is provided, it should include: dates, employee name, salaiv or hourly rate, total hours worked, Nvithholding information and payroll taxes, check number and check amount. If a Payroll Journal is not provided, the follo-,ving information must be provided: pay period, check amount, check number, date, payee, support for applicable payroll taxes. Postage, Overnight Deliveries, Courier, etc. A log of all postage expenses as they relate to the County contract is required for reimbursement. For overnight or express deliveries, the vendor invoice must be included. Rents, Leases, etc. A copy of the rental or lease agreement is required. Deposits and advance payments are not alloNvable expenses. Reproductions, Copies, etc. A log of copy expenses as they relate to the Count- contract is required for reimbursement. The log must define the date, number of copies made, source document, purpose, and recipient. A reasonable fee for copy expenses Nvill be alloNvable. For vendor services, the vendor invoice and a sample of the finished product are required. Supplies, Services, etc. For supplies or services ordered, a vendor invoice is required. Telefax, Fax, etc. A fax log is required. The log must define the sender, the intended recipient, the date, the number called, and the reason for sending the fax. Telephone Expenses A user log of pertinent information must be remitted including: the party called, the caller, the telephone number, the date, and the purpose of the call. Travel and Meal Expenses Travel expenses must be submitted on a State of Florida Voucher for Reimbursement of Travel Expenses. Travel reimbursement requests must be submitted and will be paid in accordance Nvith Monroe County Code of Ordinances and State laws and regulations. Credit card statements are not acceptable documentation for reimbursement. If attending a conference or meeting a copy of the agenda is needed. Airfare reimbursement requires the original passenger receipt portion of the airline ticket. A travel itinerary is appreciated to facilitate the audit trail. Auto rental reimbursement requires the vendor invoice. Fuel purchases should be documented with paid receipts. Taxis are not reimbursed if taken to arrive at a departure point: for example, taking a taxi from one's residence to the airport for a business trip is not reimbursable. Parking is considered a reimbursable travel expense at the destination. Airport parking during a business trip is not. 15 A detailed list of charges is required on the lodging invoice. Balance due must be zero. Room must be registered and paid for by traveler. The County will only reimburse the actual room and related bed tax-. Room service, movies, and personal telephone calls are not allowable expenses. Mileage reimbursement shall be at the rate established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe Count- Code of Ordinances. An odometer reading must be included on the state travel voucher for vicinity travel. Mileage is not allowed from a residence or office to a point of departure. For example, driving from one's home to the airport for a business trip is not a reimbursable expense. Meal reimbursement shall be at the rates established by ARTICLE XXVI, TRAVEL, PER DIEM, MEALS, AND MILEAGE POLICY of the Monroe County Code of Ordinances. Meal guidelines state that travel must begin prior to 6 a.m. for breakfast reimbursement, before noon and end after 2 p.m. for lunch reimbursement, and before 6 p.m. and end after 8 p.m. for dinner reimbursement. Non -allowable Expenses The folloNving expenses are not allowable for reimbursement: capital outlay expenditures (unless specifically included in the contract), contributions, depreciation expenses (unless specifically included in the contract), entertainment expenses, fundraising, non -sufficient check charges, penalties and fines. 16 ATTACHMENT B ORGANIZATION LETTERHEAD Monroe Countv Board of Countv Commissioners Finance Department 500 Whitehead Street Iev West, FL 33040 Date The folloNving is a summaiy of the expenses for (Organization name) for the time period of to Check 4 Pavee Reason Amount 101 Company A Rent $ X,XXX.XX 102 Company B Utilities XXX.XX 104 Employee A P/R ending 05/14/01 XXX.XX 105 Employee B P/R ending 05/28/01 XXX.XX (A) Total $ X,XXX.XX (B) Total prior payments $ X,XXX.XX (C) Total requested and paid (A + B) $ X,XXX.XX (D) Total contract amount $ X,XXX.XX Balance of contract (D-C) $ X,XXX.XX I certify that the above checks have been submitted to the vendors as noted and that the expenses are accurate and in agreement with the records of this organization. Furthermore, these expenses are in compliance with this organization's contract with the Monroe County Board of Count- Commissioners and will not be submitted for reimbursement to any other funding source. Executive Director Attachments (supporting documentation) Sworn to and subscribed before me this day of personally known to me. Notaiy Public 200 by Notaiy Stamp who is 17 Copy of Audit by Clerk including Original YMCA Management Agreement(s) Under which the $133,934.69 became disputed REVIEW OF THE MONROE COUNTY CONTRACT WITH THE UPPER KEYS YMCA, A BRANCH OF THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF GREATER MIAMI April 19, 2011 Prepared by: Internal Audit Department Clerk of the Circuit Court Danny L. Kolhage, Clerk Monroe County, Florida April 19, 2011 The Honorable Danny L. Kolhage Clerk of the Circuit Court Re: Review of the Management Agreement with the YMCA for the Key Largo Community Park and Skate Park Dear Mr. Kolhage: The Clerk's Internal Audit Department has completed a review of the adherence to contract provisions under the management agreement between Monroe County and the Upper Keys Family YMCA, a branch of the Young Men's Christian Association of Greater Miami (YMCA) for the Upper Keys Community Park and Skate Park. Receipts, invoices and general ledger information was reviewed for calendar years 2008 through 2010. Background: On February 16, 2000, the parties entered into a management agreement to allow the YMCA to manage and schedule recreational activities at the Key Largo Community Park. See Exhibit A & B — Renewals of Management Agreements. Beginning May 15, 2005, the County has paid $42,701.52 per year to fund the salary and associated benefits of a full-time Park Manager. The County constructed a skate park in the Key Largo Community Park during 2006. The addendum to the agreement adding the skate park to the management agreement called for payment of an additional $39,888 per year for other park management and operations. The addendum also included $480 per year for a cell phone and $50 per year for CPR training. See Exhibit C — Skate Park Addendum. Effective May 15, 2006, the contract: was continued on a month to month basis. See Exhibit D — Contract Extension. The admission to the skate park is one dollar per day. The YMCA provides tennis, after school camp (age 5 — age 13), summer camp (age 5 — age 13), 3 — 4 year old soccer, skate park, flag football, tennis, girls on run (3rd -5th grade), girls on track (6th — 8th grade) and adult kickball programs. Scholarships are provided for the programs based on need. In 2010, the YMCA awarded $36,287.70 in scholarships. The Upper Keys YMCA also receives funds from other sources in Monroe County such as Ocean Reef and Wesley House. Monroe County also provided an $11,400 grant for fiscal year 2010/2011. The programs offered as part of the grant were after -school programming, summer camp, school recess camp and youth sports. 1 Summary: The Key Largo Community Park program is administered on a contractual basis and should have strong administrative and management oversight by Monroe County. Breakdown of funds due to the Key Largo Community Park 2010 2009 2008 Total Finding #3: Income minus expenses $44,278.09 $21,925.33 $67,731.27 $133,934.69 Finding #4: Allocation of overhead 10 427.68 $5,685.88 ($12,263.63) $3,849.93 TOTAL $54,705.77 $27,611.21 $55,467.64 $137,784.62 The funds accumulated of $137,784.62 should be used for recreational programs and activities at the park in accordance with the Renewal of the Management Agreement Key Largo Park, Section 9 Park Revenues/Costs. This section provides "All revenue generated at the Park site must be spent for recreational programs and activities at the Park, minus five percent of the revenues which may be spent for administrative overhead made necessary by the YMCA's park programs and activities". 2 1. Receipts and documentation not required for monthly payment. Finding: The YMCA is allowed per the agreement to request payment on a monthly basis, documentation and receipts for the expenditures is not required for payment. The Key Largo Community Park Agreement Section 9. Park Revenues/Costs states "Commencing May 15, 2005, the County shall pay YMCA $42,701.53 per year to fund the salary and associated benefits of a full-time Park Manager. The County shall pay the YMCA on a per month in arrears basis in an amount equal to 1/12 of this cost, or $3,558.46 per month." The Amendment to Agreement dated March 15, 2006 adding the skate park includes an additional amount of $40,418 payable by the County. Documentation and receipts are not required for reimbursement of the $83,069.52 in funding. The skate park management agreement also allows monthly payment based on a schedule per month ranging from $2,784 to $3,906 plus the $40 cell phone charge. An invoice must be provided for payment but documentation of the expenditures is not required per the agreement. The YMCA billed the total amount due for fiscal year 2009/2010 for $83,069.52 in arrears on October 18, 2010. During the review, the income statements, general ledgers and receipts for the YMCA for calendar year 2008 through 2010 were obtained and reviewed. Documentation supporting scholarships awarded was not retained and could not be reviewed. In keeping with other recent contract changes requiring documentation and receipts before payment we recommend the same changes be made to this agreement. Recommendation: We recommend that the agreement with the YMCA be revised to require pre -audit of contractor expenditures on a reimbursable basis similar to contracts with other agencies and private non- profits that provide public service. YMCA Response: We are not sure what the recommendation is, but if that is the recommendation, then the YMCA can bill the County monthly. County Administrator Response: Agree with Auditor's recommendation and will work with County Attorney's office to amend the agreement as required. 3 2. YMCA does not provide a separate bank account for Park revenue in Monroe County in violation of agreement Section 9. Park Revenue/Costs Findine: Park revenue of $245,272.52, $278,860.11, and $277,646.31 for calendar years 2008 through 2010, respectively, were deposited in the YMCA of Miami's bank account. See Exhibit E — 2008 — 2010 Income Statements. According to Section 9. Park Revenues/Costs of the Management Agreement "All revenue generated at the PARK site by the YMCA must be deposited in a separate account at a federally insured financial institution with an office in Monroe County." Recommendation: We recommend that the agreement be followed and all deposits made to a separate bank account in Monroe County. The bank statements should be reviewed by Monroe County. YMCA Response: The YMCA can open a separate bank account for revenue received at the Upper Keys Park. All deposits will be made into that account. However, the YMCA will transfer monthly all the funds in that account to the YMCA's main Operating account. This will be done because all Accounts Payable and Payroll checks are processed from the main operating account and the YMCA cannot separate the Payroll or Accounts Payable process. Another reason for setting up the bank account for revenue only is to make sure all expenses are covered and paid timely. In the event that there is a delay in receiving the funds from the county and it is time to pay employees, how will that be covered? By transferring the funds to the YMCA's main account there is certainty that all the expenses and payroll will be covered. County Administrator Response: Agree with Auditor's recommendation. 2 3. Income minus expenses of $133,934.69 for calendar years 2008 through 2010 retained in the general fund of Miami YMCA not in accordance with agreement Section 9. Park Revenue/Costs Finding• Income minus expenses totaling $133,934.69 for the YMCA for calendar years 2008 through 2010 were retained in the general fund of the Miami YMCA. The income minus expenses from 2008 to 2010 was $67,731.27, $21,925.33, and $44,278.09 respectively. See Exhibit E — Income Statements 2008 — 2010. Section 9 Park Revenues/Costs requires that "All revenue generated at the PARK site must be spent for recreational programs and activities at the PARK, minus five percent of the revenues which may be spent for administrative overhead made necessary by the YMCA's park programs and activities. It further requires "If an auditor employed by the County or the State determines that revenue generated at the PARK was spent for a purpose or purposes not authorized by this contract, then the YMCA must pay over to the County the sum determined by the auditor to be improperly spent. The County may only use the refunded sum for Park improvements or maintenance." Also Section 16. Fundraising requires "All fundraising and fees charged in connection with the PARK shall only be used to benefit the PARK." Recommendation: We recommend that the agreement be followed and all income over expenses be retained for the Key Largo Community Park. YMCA Response: The YMCA can create a separate fund solely for the revenue and expenses directly related to the contract. This will be implemented in 2011. Auditor's Comment: County management should work with the YMCA to ensure that the funds accumulated of $133,949.69 are spent for recreational programs and activities at the Upper Keys Community Park. County Administrator Response: Agree with Auditor's recommendation. 5 4. Intra YMCA allocation of 11% of earned revenue used for YMCA administrative overhead is greater than 5% of all revenue generated at the park as required in the Agreement. Findine: The YMCA does an internal allocation of 11 % of earned revenue. This amount is used for general Association support. For calendar year 2010 the amount of intra YMCA support was $24,310 and 2009 was $19,628.88. There was no intra YMCA allocation for the Upper Keys for 2008. Section 9. Park Revenues/Costs requires that "All revenue generated at the PARK site must be spent for recreational programs and activities at the PARK minus five percent of the revenues which may be spent for administrative overhead made necessary by the YMCA's park programs and activities." Based on the agreement of 5% times all revenue for the Key Largo Community Park, 2010 would be $13,882.32, 2009 would be $13,943.00 and $12,263.63 for 2008. In total for the three years this represents an overpayment of $3,849.93. Recommendation: We recommend that the internal allocation for the YMCA be limited to the Agreement which is 5% of all revenue for the Upper Keys Community Park per annum. YMCA Response: The YMCA can change the Allocation from 11 % to 5% for only the amount received from the county. Other revenue received will still be charged the 11 % Allocation. Auditor's Comment: The current contract specifies a 5% allocation. County management should address the YMCA's response in future contract negotiations. County Administrator Response: Agree with Auditor's recommendation. Cl 5. Sports leagues use the park and concession stand without any documentation provided on how funds generated are used. Findine: Documentation of use of funds by the leagues using the Key Largo Community Park's fields and concession stand is not required. According to the agreement Section 4, Use of Premises, "The Park shall be actively used to provide a recreational program for the Key Largo area." The YMCA is responsible for scheduling all youth baseball and soccer leagues. Insurance certificates for the leagues are gathered by the YMCA. According to Section 4 of the management agreement "All revenue generated at the PARK site must be spent for recreational programs and activities at the PARK...." According to the agreement Section 8, Concession Stand "YMCA may collaborate with other organizations to operate the concession stand; however, the YMCA will be entitled to the right of refusal in this regard." According to conversations with the YMCA Park Manager the leagues run the concession stand when using the fields. The leagues are not charged for use of the fields or the concession stand. The County pays for all utilities and the maintenance of the park including the concession stand. Recommendation: We recommend that Monroe County develop and implement a policy on reporting income and expenses for league use of the concession stand and the park and incorporate this requirement into the management agreement. YMCA Response(s). The YMCA can implement the new policy that Monroe County will develop. County Administrator Response: Agree with Auditor's recommendation and will work with the County Attorney's office to amend the agreement as required. 7 6. YMCA concession stand income decreased by 35% from 2009 to 2010. Finding: The YMCA concession stand income decreased by $5,628.53, which equates to 35% from 2009 to 2010. The revenue from the concession stand was as follows: Concession Stand Revenue 2010 2009 2008 Concession Stand Income 10,237 15,865 15,094 Cost of Goods Sold <5,939> <5,377> <6,229> Net Revenue 4,298 10,488 8,865 Income From Programs 2010 2009 2008 Income From Programs 1 139,487 128,216 98,560 The cost of goods sold increased $562 from 2009 to 2010. The income from programs increased $11,271 for that same time period. Internal audit was unable to determine the reason for the decrease in concession revenue. Recommendation: We recommend that the YMCA determine the reason for the decrease. YMCA Response(s): The YMCA is still investigating this matter. We are reviewing all transactions to make sure there were no reclassifications. County Administrator Response: Agree with Auditor's recommendation. 8 7. There is no contract for the Coca-Cola vending machine located at the Key Largo Park. Findiniz• There is no contract for the vending machine located at the Key Largo Community Park, and the YMCA is not collecting any revenues from that machine's sales. According to the February 16, 2000 management agreement item number nine (9) between the County and the YMCA, "The YMCA is permitted to have vending machines at COUNTY approved locations in the PARK.", and that the YMCA will coordinate with the vending machine companies to provide vending machines and any repairs to the vending machines. The contract also states that the revenues derived from the vending machines were to be deposited, utilized and accounted for by the YMCA and that the vending machines are closed during concession hours. Exhibit A — Feb. 16, 2000 management agreement A contract between the vending machine company and the YMCA would help ensure that the February 16, 2000 management agreement item number nine (9) between the County and the YMCA are met. Recommendation(s): It is recommended that the YMCA research potential vending machine companies and then determine the best company to sign a contract with that meets the February 16, 2000 management agreement item number nine (9) between the County and the YMCA YMCA Resnonse(s). The YMCA will research different vending machine companies and enter into a contract that with the company that best fits the need. County Administrator(s) Agree with Auditor's recommendation. 9 We would like to thank the YMCA Senior Vice President/COO and the YMCA's Key Largo Community Park Manager and staff for their cooperation while conducting the review. The audit was conducted with the assistance of Michael Stanek, CIA, CCSA Internal Auditor. Sincerely, .kd�d�a-- � • ��CZ- / �C-�UY�--_ Sandra L. Mathena, CPA, CFE, CIA Director of Internal Audit cc: Board of County Commissioners (5) Steve Gimenez, SVP/COO YMCA of Greater Miami Roman Gastesi, Monroe County Administrator Dent Pierce, Division Director Public Works Suzanne Hutton, County Attorney Sandee Carlile, Clerk's Finance Director 10 EXHIBITS EXHIBIT A 2000 Agreement between the County & the YMCA MANAGEMENT AGREEMENT This management agreement is made and entered into this I A day of 2000, by and between MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida, hercitfafter COUNTY, and the UPPER KEYS FAMILY YMCA, a branch of the YMCA of Greater Miami, Inc., hereinafter YMCA. WITNESSETH: WHEREAS, YMCA is a not -for -profit corporation established for the provision of activities for the healthy development of all personsO spirit, mind and body; and WHEREAS, YMCA provides such activities in a wholesome, alcohol -free and drug -free environment for all people in Monroe County; and WHEREAS, it is a legitimate public purpose to provide facilities and servicesf for recreational use and social functions of the community in a wholesome environment; NOW, THEREFORE, in consideration of the covenants hereinafter to be kept and41 COUNTY hereby agrees to allow YMCA to manage and schedule recreational activities at that rr� r ' described as follows: p rt3'M rTi—9 Cp 1, PREMISES. Lots 312 to 384, Port Largo Fourth Addition, Section 33, Townshipartg9EC) Monroe County, Florida. This parcel contains 615,623 square feet and is known as the Key Largotttiarl� (hereinafter PARK). :<_ .z Z 'n C O 2. TERM. The term of this management agreement shall be for one (1) yLlar, c�mt�ci ffi A V 15 , 2000, and shall be terminated after said period, unless extended pursuant to the terms of th management agreement. 3. EXTENSIONS. This management agreement may be extended for two (2) additional periods of one year if YMCA provides to the COUNTY written notification of YMCAUs intent to extend the management agreement at least thirty (30) days prior to the expiration of the management agreement. Such extension is not available, however, if the COUNTY has provided to YMCA written notification of its intent not to consent to an extension at least sixty (60) days prior to the expiration date of this management agreement. 4. USE OF PREMISES. The PARK shall be actively used to provide a recreational program for the Key Largo area. The COUNTY hereby enters into this management agreement with YMCA to operate said recreational program. During the operation of YMCA based programs, the YMCA will be held responsible for supervision of the programming area. If the YMCA observes a nuisance or any illegal or immoral activities, including any alcoholic beverages or unlawful narcotics being possessed, used or consumed by persons on the premises, they will immediately contact the Public Works representative listed in Section 30 of this agreement and the SheriB0s Department. 5. HOURS OF OPERATION. PARK hours of operation are established by the Board of County Commissions of Monroe County, Florida, and are currently set from 7:00 a.m. to 8:30 p.m., seven days per week, 365 days per year. All YMCA programs will take place during the hours of operation of the PARK, except for the following holidays: New Years Day, Easter Sunday, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day. 6, SCHEDULING OF ACTIVITIES. YMCA will schedule all PARK activities and requests for use of or events at the PARK. Except during league play, YMCA agrees to leave one basketball court, one baseball field and two tennis courts (at least one lighted tennis court) open for use by the general community. The YMCA will be exempt from liability for incidents not directly related to YMCA scheduled activities and/or events. Further, YMCA agrees to allow the COUNTY the precedence of scheduling authorized activities or events, no more then ten (10) times in a calendar year, at the PARK. The COUNTY will notify YMCA of the events or activities, but YMCA will be exempt from liability for said events. 7. FEES AND PROGRAMS. YMCA will schedule all youth baseball and soccer leagues; however, such leagues are exempt from paying any YMCA fees, No participant will ever be turned away from the YMCA's programs. YMCA agrees to offer programs at reasonable rates and to allow all persons into their programs regardless of their ability to pay. All rates will vary depending upon membership as a YMCA Member, a Program Member or a Non -Member. Rates are as follows: Youths Sports Leagues: YMCA Member $40; Program Member S50; Non -Members $75. Tennis Lessons: YMCA Member $53; Program Member $63; Non -Members $73. Exercise Programs: YMCA Member $20; Program Member $30; Non -Members $40. Adult League rates will vary depending upon the sport and the length of league play. The YMCA may add additional programs, upon written request to the County Administrator, who may temporarily approve the new programs, pending approval of a formal, written amendment to this management agreement by the Board of County Commissioners. 8. CONCESSION STAND. The YMCA shall operate the concession stand located at the PARK based upon demand or during scheduled events and programs. The concession stand shall not be open beyond PARK hours except during properly scheduled activities and events. Commodities to be sold at the concession stand shall include healthy foods, drinks, real juice products, bottled water and snacks and must be sold at prices comparable with other like concessions in the surrounding area. No items may be sold in glass containers. YMCA may collaborate with other organizations to operate the concession stand; however, the YMCA will be entitled to the right of refusal in this regard. YMCA will furnish all necessary equipment and furnishings needed to operate the concession stand, and upon termination of this management agreement, all such equipment and furnishings will become the property of the YMCA. The COUNTY will install all electrical wiring and plumbing needed to allow YMCA to have the concession equipment properly installed. All revenue derived from the concession stand will be deposited, utilized and accounted for by the YMCA. 9. VENDING MACHINES. The YMCA is permitted to have vending machines at COUNTY approved locations in the PARK. The YMCA will coordinate with vending machine companies to provide vending machines that include real juice products and bottled water, in plastic or aluminum containers. YMCA will coordinate the servicing of and any repairs to vending machines with the vending machine companies. All revenues derived from the vending machines will be deposited, utilized and accounted for by the YMCA. The vending machines will be locked during concession stand hours of operation. 10. OFFICE SPACE. YMCA is permitted to set up an office and have telephone service established in the press box. YMCA will have exclusive access to the office space located within the press box. YMCA will be responsible for all furnishings, equipment and telephone charges associated with this office space. 11. UTILITIES. The COUNTY will be responsible for all utilities charges associated with the PARK, with the exception of telephone service for the YMCA office located in the press box. 12. SIGNAGE. YMCA is permitted to install YMCA signs and rules & regulations signs, upon COUNTY approval, contingent upon YMCA receiving any necessary permits, as well as appropriate approvals and clearances from utility companies. COUNTY will install scheduling signs by the tennis courts, and signs for the Vita Course marking distances in the PARK for mileage. 13. COMPLAINTS. YMCA and COUNTY agree to work together in close communication concerning all grievances and complaints. 14. IMPROVEMENTS. The COUNTY may remodel, renovate or reconstruct any buildings, structures or pavilions on the premises. In addition, the COUNTY is responsible for all resurfacing and major work at the PARK. 15. MAINTENANCE. COUNTY staff will perform and be responsible for all maintenance of the buildings and improvements at the PARK and will maintain and stock the bathrooms daily. The COUNTY will accept any and all responsibility for accidents and incidents related to the maintenance and renovation of the facility. Furthermore, the YMCA will be exempt from arty and all liability related to the COUNTY'S maintenance of the facility, however, if the YMCA observes airy dangerous conditions onsite, they will immediately contact the Public Works representative indicated in Section 30 of this agreement. 16. FUNDRAISING. All fundraising and fees charged in connection with the PARK shall only be used to benefit the PARK. The YMCA will be responsible for the collection of the above mentioned fundraising and fees. In addition, the YMCA will decide upon the appropriate disbursements and allocation of the these funds. 17. ACCOUNTINGANSPECTION OF BOOKS/ANNUAL AUDIT. The YMCA shall maintain its financial records in accordance with generally accepted accounting principles and allow the COUNTY to inspect its books and records at any reasonable time. YMCA shall, at its expense, provide the COUNTY with an annual audit prepared by an Independent Certified Public Accountant. YMCA shall retain all records pertaining to this management agreement for a period of three years after the term expires. 18. CANCELLATIONS. Either party hereto may cancel this management agreement with or without cause by giving the other party sixty (60) days written notice sent certified mail of its intentions to do so. 19. RETURN OF PREMISES. At the end of the term of this management agreement or any extensions thereof, YMCA shall vacate and peacefully surrender the premises to the COUNTY. YMCA shall not suffer or permit any waste to occur to the premises during the term of this management agreement. 20. INDEPENDENT CONTRACTOR At all times and for all purposes hereunder, the YMCA is an independent contractor and not an employee of the Monroe County Board of County Commissioners. No statement contained in this management agreement shall be construed so as to find YMCA or any of its employees, contractors, servants or agents to be employees of the Board of County Commissioners. 21. INDEMNIFICATION AND HOLD HARMLESS. YMCA covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damages (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney0s fees) which arise out of, in connection with, or by reason of YMCA scheduled activities and events governed by this management agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this management agreement. 22. INSURANCE. Prior to YMCA taking possession of the property owned by the COUNTY, or commencing its operations, YMCA shall obtain, at its own expense, insurance as specified in the attached schedules, which are made part of this management agreement. YMCA will not be permitted to occupy or use the property until satisfactory evidence of the required insurance has been furnished to the COUNTY as specified below. YMCA shall maintain the required insurance throughout the entire term of this management agreement and any extension specified in the attached schedules. Failure to comply with this provision may result in the immediate termination of the management agreement and the return of all property owned by the COUNTY. YMCA shall provide, to the COUNTY, as satisfactory evidence of the required insurance, either a certificate of insurance or a certified copy of the actual insurance policy. The COUNTY, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non -renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the COUNTY by the insurer. The acceptance and/or approval of YMCADs insurance shall not be construed as relieving YMCA from any liability or obligation assumed under this management agreement or imposed by law. The Monroe County Board of County Commissioners will be included as OAdditionally Insured0 on all policies, including the policies of all organizations utilizing the PARK for scheduled programs. The COUNTY will also be named as OLoss PayeeO with respect to Fire Legal Exposure, Any deviations from these General Insurance Requirements must be requested in writing on the COUNTY prepared form entitled aRequest for Waiver of Insurance RequirementsO and approved by Monroe County Risk Management. 23. COMPLIANCE WrM LAW. In providing all services pursuant to this management agreement, YMCA shall abide by all statutes, ordinances, and rules and regulations pertaining to or regulation the provisions of such services, including those in effect and those hereinafter adopted Any violation of said statutes, ordinances or rules and regulations shall constitute a material breach of this management agreement and shall entitle the COUNTY to terminate this management agreement immediately upon delivery of written notice of termination to YMCA, and the COUNTY may thereupon re-enter the premises. 24. PROFESSIONAL RESPONSIBILITY/LICENSING/ARTICLES OF INCORPORATION. YMCA shall assure that all professionals have current and appropriate professional licenses and professional liability insurance coverage. Upon execution of this management agreement, the YMCA will provide the COUNTY with a copy of its Articles of Incorporation and a list of its Board of Directors. 25. MODIFICATIONS AND AMENDMENTS. Any and all modifications to this management agreement or to arty of the services provided shall require an amendment to this management agreement to be approved in writing by both parties hereto. 26. NO ASSIGNMENT. YMCA shall not assign this management agreement or sublease the premises except in writing and with prior written approval of the Board of County Commissioners, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This management agreement shall be incorporated by reference into any assignment and any assignee shall comply with all provisions herein. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the COUNTY. 27. NON-DISCRIMINATION. YMCA shall not discriminate against any person on the basis of race, creed, color, national origin, sex or sexual orientation, age, physical handicap or any other characteristic or aspect which is not job -related in its recruiting, hiring, promoting, terminating or any other area affecting employment under this management agreement. At all times, YMCA shall comply with all applicable laws and regulations with regard to employing the most qualified person(s) for positions under this management agreement. Additionally, YMCA shall not discriminate against any person on the basis of race, creed, color, national origin, sex or sexual orientation, age, physical handicap, financial status or any other characteristic or aspect in regard to providing services hereunder. 28. AUTHORIZED SIGNATORY. The signatory for YMCA, below, certifies and warrants that: a) YMCAUs name in this management agreement is its full name as designated in its corporate charter, if a corporation, or the full name under which YMCA is authorized to do business in the State of Florida. b) He or she is empowered to act and contract for YMCA. c) This management agreement shall been approved by the Board of Directors of YMCA, if YMCA is a corporation. 29. NOTICE. Any notice required or permitted under this management agreement shall be in writing and hand -delivered or mailed, postage pre -paid, by certified mail, return receipt requested, to the other party as follows: FOR COUNTY FOR YMCA Monroe County Public Works YMCA of Greater Miami, Inc. 5100 College Road 175 SW 15th Road Key West, Florida 33040 Miami, Florida 33129 30. CONTACT PERSONS. The following, or their designees, are the contact persons in connection with this management agreement: FOR COUNTY FOR YMCA Building Administrator Executive Director - Upper Keys YMCA Ken Thulin or South District Executive Director Office Phone: 852-7161 31. CONSENT TO JURISDICTION. This management agreement shall be construed by and governed under the laws of the State of Florida and venue for any action arising under this management agreement shall be in Monroe County, Florida. 32. NON -WAIVER. Any waiver or any breach of covenants herein contained to be kept and performed by YMCA shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent the COUNTY from declaring a forfeiture for any succeeding breach, either of the same condition or covenants or otherwise. RZ / ies hereto have set their hands and seals on the day first written above. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA or/Chairman YMCA OF GREATER OAba INC. By: APPROVED AS TO FORM AN' Y RO RT N. E DATE " •� 199E Edition GENERAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT ' BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) ' ' If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $ 50,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. I GL1 AduiWAration Instruction 14709.3 48 1996 Labia, VEHICLE LIABILITY INSURANCE REQUIREMENTS . FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a mnnmum, liability coverage for - Owned, Non -Owned, and Hired Vehicles The minimum limits acceptable shall be: $100,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 50,000 per Person $100,000 per Occurrence $ 25,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. VLl AdtailAoMion Wuuction 04709.3 4 1996 Ldiuon WORKERS' COMPENSATION INSURANCE REQUIREMENTS • FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self - insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program_ If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request;from the County. WC1 AdaiLdsuation Instruction 14709.3 87 1996 Uition MONROE COUNTY, FLORIDA RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL Indemnification and Hold Harmless for Other Contractors and Subcontractors The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out o$ in connection with, or by reason of services provided by the Contractor or any of its Subcontractor(s) in any tier, occasioned by the negligende, errors, or other wrongful act or omission of The Contractor or its Subcontractors in any tier, their employees, or agents. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. TCS Administration Instruction #4709.3 96 tsoaru oy wireutors I T IVIVA OT ureater mia mil i I Mul F-04FICERS of the BOARD i AbbRess PWMEIFAX/E-MAIL FRobwd_j_�_�'helley 111 17 uuo Avenue WOM 305 087-1781 Chair how 305 $673303 Florida 33160 Fax # 305 847-1643 RJSSGSGWORLDNETATT.NET. Horne 2 Grove Isle Dr. MIN HurneX 305 868 Dr. Walter T. Richardson —ftesmag Coconut Grove, Fl. 33133 F@xN '306 M-91101 Work I7201 SW 103rd Avenue E-Mail Sweet Hanna HanMissionary Bapt. Ch. Work 0 3092514753 Jace i Mhwd. Florida 33157 Fax f 306 2613497 i E-Mail licillilwifsouth.nd Judge Cglesle H. Muir Horne 3455 Stewart Avenue Work 0 306 3753370 Cocomit Grove, Fl. 33133 Fax 0 304 3753211 E-Mail wirniribsolcorn —Prorwff-- 'David Union Plenters Bank Work 200 Ponce do Leon 10FL Work # 306 GM-1619 rrsmuf*w Coral gg§[*& Fl. 33134 Fax X 306 06-I606 E-Mail Octavio Vill" Academies Work 3260 Mary St. 002 Work 0 3064061110 Past chair Mlawfl. Floorlds 33133 Fax # 305 406-1011 E41*11 ------- - ----- BOARD MEMBERS Alleg Ann Work 901 Ponce do Leon #202 Work 0 306 hKerneffonal Chair Coral Gables, Florids33134 Fax 9 30546141002 E-Mall alieQuez9bbeftouth.net __ _kviikw�__ - - Work n Dixon Edifice ce1-n—ternallonall — 420 Lincoln Rd. Ste. 309 Home # 305 532-8223 Ir Miami Beach. Ft. 33139 Fax 0 1305532-8226 E-Mail egiftedbehouth.nat A , Carlos Horne 1941 SW 23rd Street Horrw# 305 868-0109 Miami, FloWs 33145 E-Mail Balestra, Ruth 917 Parediso Home # 305 562-1750 — Coral Gables. Fla. .33146 E-Mail ybale0gamol.00rn Bsce."aGsbr4!1____ 5H7offm —preement Work 12750 N.W. 79th Avenue i Work to 305 SM-01 93 Miami, Florida 33122 Fax 305 477-06N E-Mail gabrielftgoldenflowws.corn PO Box 331620 Berckm L�Brucf Home Work # 305 448-Ml Coconut Grove, Fla. 33233 Fax# 305 441-9370 E-Mail CGVIZSLASt%JUNO.COM Blecli_y�n, Dr. WII # 305 061-7W7 Senior Consultant Home _6250 tlAf84th Street —Work DMX. of CNI*w and Families Miami, Florida 33143 Fwd 305 667-9955 E-Mail wbiechmamillhotrnall.own SO~. Las A_ Home 48 N.E. 15th Street Work# 305 246-5141 6� Chat 1-1wriestand, Fl. 33030 Fw* 305 248-2758 E-Mall Busto, Mercedes Work .370 Minorca Avenue Work # 305 443-2444 Coral Gables. Flt.33134 Fax 0 305 443-8578 E-Mail mbustothad.com -- --- — - -- --- ------ CuRo tMNiam O. Greater Miami Chamber Work 1601 B "- Blvd. Work # 305 350-7703 Miami,Florida 33132 Fax # 305 371-$M - - E-Malf Davis,James L - WNrter Address _ Home 4355 Sabel Palen Road Work # 305 5784398 - Miami Fkride 33137 E-Mail __..__----_ Summer Addryss Home Grandfather Country Glob H 105 PO Box e24 Linville N.C.20M Dotson Albert E. Jr. -_ BiWn Sum Dunn Price Work 2500 First Union Fin. Ctr. Work # 305 360-2411 8 Axelrod LLP Miami Florida 33131 Fax # 374.7593 - - - E-Mary - -- Erban Tomas P.-_---- - Home 1240 Blue Road Home # 305 6o-9256 Corel Gables Florida 33146 Home # Fraser, Ron_Home 2682 Palmer Place - 954 3846W7 - _-_ Weston Florida 33332 Fax # 954 3854We - -- -- E-Mail _ Gordon, Reed D. Gordon and COm n Work 7975 NW 154th St. #W Work # 305 362-1040 . - „_-.__-- Miami Lakes FL 33016 Fax # 305-3e2-3344 - ----- ------- -Mail Hague, Andrew S. Hone 1635 $0. Be hone Dr. Work # 305 545- Coconut Grove Fla. 33133 Fax # 306 8544759 - --- - E-Mail -Loom I Henna Paul J. Horne Harbor House 012 Home# 305 367-3145 Ocean Reef Club Key Largo. F1.33037 _ Summer 6-1 The takes Home# 704-983-7679 Hound Ears Club Blowing Rock, NC 27W8 -- Ha Palrtcla 1. H urat and Associates _Work 290f So. B sysWe Dr. r250 Work # 305 857-0 --- -- _ Coconut Grove Fla. 33133 Fax # 7-0030 E-Mail _ Hamra D►. Alberto Miami Dade CONTCd - Work 1776 W. 49th Street Work # 305 237 8712 Fllaleah Chair Hialeah Center Hialeah FI. 33D12 Fax # 306 231-8711 ---- -- -- _—HoffO 305 273.3700 E-MsH _shwrers9Dmdoc.9du HIN M Adomo Zeder _ -- T Work 2e01 So.Bayshore Drive Work if X5860-7359 Carve► Ch0I - Coconut Grove FI. 33133 Fax # 305 858-4777 _ — E-Mall mahGodomo.corn - Jackson Frederick Jr.IBM _ T 1 Alhambra Plena Home 13833 Deering Bay Dr,ZJ5 Coral Gables FI.33158 Work # Fax # 305 255-1983 305 232-2239 CoA Gables Fkxkle 33134 Home -NWI__ frecIJjkyqJbm.corn Jenkins Ronald H. 13056 Arch Crook Terr. Home# 305-892-8585 Miami Fk)Mo 33169 Fax# 306 892-46M Jude Salle Miami River Inn Work 118 SW SOulh River Drive Work # 305 3260045 - ---- _ Miami, Florida 33130 Fax # E-Mail 305 325-OW -- — - — Kessewltz H"W2601 dusna Avenue Home # 306 H61 00e2 ables Fl. 33146 CNI FIM for Fax --- - _ _ outh bore Drive E-Msll nk.nat 305 859�t E Work # Kno F. Adomo Zeder Grove FI. 33133, 1 Fax # 1305 r E-MallI" Lawrence, Curds �- South Dads ChNr Hen D lean_ ir>g SarviCe --- Work 17451 S.W. 109th Ave. Mlsml FI.33157 WOEW Fax# 305 238,.4814 - 305 253.5328 EAUR _ _._ L Mail K. Home 1020 Cotorro Avenue Coral Gabbs Fla. 33146 _ # XIS 806 AA21 Fax 305 284.020 E-MsA MARMY-FICHSAOL.COM Matthews, Colson Hicks Work 200 So. B Blvd. 4700 Mbmi Florida 33131 Work # Fax # 306 373-54W 30637 E-Mail coison.00m Mendoza Vidor _ -_. _ _ -- 10003 8th Strom Hlateah Fbrkla 33010 — Home 1010 Cotorro Avenue Cores Gables, FI. 33146 _ Work # Fax # 305 888.600p 305 885 CiB� E-Mail Me"huxArrthon The Dardick A en _ _ Work 8822 Santone Strad WOM Coral Gabbs FI. 33146 N" _---- E-Mall Dr.Llndse Work 5712 SW77thTerraCe Work# 305868-4842 Miami Fkxida 33143 _ POP 305 888-0417 E-Mall Pearson Chrbt The Pwraon Gr Work 241 SeviNa Ave. #1008 Work # 305 448.%Q - -- - Coral Gables FI. 33134 Sw Terrace Homestead Florida 33030 Fax # E-Mad 306 1 www.ow .00m ' Phdd Dr. _- _ _ - - - — -- Prosldant Mlsmi Dade Com-mity Work _ Work# F-dad Home# I E-Mail 305 237-5008 305 237-5002 - 305 258-3888 Robblns6 YYlflisnr R. Jr. -, --------- - --- -- - -_- Home �- 6205 SW 113th Sired M N Florlde 3315E Home E-Mad _ 305 886,9p35 - NR1lrtlbbina:�q.COrn t�ob — ---._-__-- Wkt<er Address Home SW NMI% Avenue no # 305 661-185E Summer Address: Home Miami Fla ids 3315E P.O. Boot 188 Fax # 306 OW7202 Home# Fax# E-Mail 704 983-7587 704 983 803p - Blows Rock NC 20" Las" BuCharten Ingmwit _ - Work mations Beek Tower 100 SE Ynd St. Suits 2100 Miami FI. 33131-2150 Work # 3474080 - Fs r # 3W 347�089 E-Mail bloc.com NWO Myra _ Dada BoMr1 ROA Sokwzano Loo _ WeK O DP* chow C Ca E anne - NationsBank Work 1 No. Kendall Dr. Suite 209 Miami Fkxida 33175 Work # Fax # Home # 305 305 279-8,903 305 892-0890 E-Mall ad.com Work 2195 SW 8th Strad MlemI _FI. 33135 Work M Fax* 306 54f-A410 306 642_6173 waavev, Dorothy Cotdns -Inter -- -- - - -- - - Wililarrys' ArWrs Investments, Inc.Hom e 138 43 DeerkrA Bay Drhre =p=rkI#' 305 238 770ti - -- _. Penthouse Miami, 165 Fax FI.33158-2819 Home E-W # 306 # 305 dcwsaverll2lbm.net 238 8708 238-7110 Abrthweat Chak _ Work 701 N.W. 18th Ave. Bid. C Work # 964 847.3755 $47-3433 Ft. LauderdaleFI. 33311 I 964 -- Eduleli andre100®trmr*.ora WwjpwW,, Roger A. Wirverter Labyalmles i Work 1820 NE 144th Street Work it 305 944,3401 )001 N. Miami, Fl. 33181 Fax # 305 9404M E-Mail 0.22mtl� Non-Aftendim Branch �dh-dq- Roomy" , Kom Roserdhal and Rosenthal work 2875 NE 191 at Street Work # 305 937-0300 NorW Dead* ,Chair I Aventurs, Flol 33180 Fax # 305 937-1311 E-maN sdxom Albomi. Pedro L. Albami and Albomi PA i Home 734 Paradiso Avenue Work 0 305682-7Z72 Sorel r*vd chair Coral Gables, Florida 33146 Fax # 305 652 4266 Home 0 305 Q82-2917 as of V16M ,. , :a s � r W 1 � I• � i r w� Ili i �i , ILL►�iil� " �. _Lw�,l.t.,. , CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF ' THE YOUNG MENIS CHRISTIAN ASSOCIATION OF MIAMI, FLORIDA, - the original Charter having been filed in the Circuit Court of Dade County, Florida, on the 6th day of April, A. Do, 1916; AMENDED ARTICLES OF INCORPORATION, ARTICLE I changing the corporate name to THE YOUNG MENIS CHRISTIAN ASSOCIATION OF 6h .0, MTAMI, (FLORIDA)' filed in the same Court,on the cith day of December, A. Do, 1957, according to copy of the doouments filed in this office, - Amending ARTICLE IV, under the same corporate name of THE YOUNG MEN'S CHRISTIAN ASSOCIATION OF GREATER MIAMI, (FLORIDA), a corporation not for profit, organized and existing under the Laws of the State of Florida, filed with and approved by the Secretary of State under the authority of Chapter 617, Florida Statutes 1963, on the 20th day of February, A. Do$ 1964, as shown by the records of this office. a= �Sjv�vzltfsf A"t [;!;D CHARTER . OF THE YOUNG MYN'S CHRISTIAN AssocrATION OF GRFATER ML0a, (FLORIDA) In presenting this amended Charter for The Young Men'e Christian Association of Greater Miami, Florida, the Association wishes to pay tribute to the seventeen (17) original founders of the Miaci Young Men's Christian Association, who, on April 6, 1916, received from Judge H. Pierre &canning, Judge of the Circuit Court of the Eleventh Judicial District, -the first _ Charter of The Young Man's Christian. Association of iSiami, Florida. - The original -founders weree A.L. Ease, J.M. Bercegeay, S. Bobo Dean, Korean E. Jones, Fa. S. Frost, R.E. Rall, James H. Jackson, Franc A. Keene, A.S. Heyser, J.S. Junkin, B.3. Douglas, F.G. Railey, Vi.J. Rodgers, A.J. Rose, Frank B. Shutts, J.T. heathers, T.O. Wilson. M IT KMLY D, that the Charter of this Corporation be, and the ease hereby is, ascended, subject, hmrever, to approval by a Circuit Judge in and for the Eleventh Judicial Circuit of the State of Florida, so that the sage shall read as follows: ARTICLE I flame and Object Section 1. The name of this organization shall be "The Young Men's Christian Asoociation of Greater Miaml," (Florida). Section 2. The purpose of this Association shall bet "To enlist persons in a world-wide fellowship united by a ca:son loyalty to Jesus Christ for the purpose of building Christian personality and a Christian society." Section 3. The Young Pen's Christian Association of Greater Miami, Florida, shall be a non-pzvfit organization. Section k. This Association shall be affiliated with the Southern Area Council and the National Council of The Young lien's Christian Associations of the United States of knerica. Tax MM a8I13Df® furibor daCCilS► tba at the dal;. 04, PO C17 rrr Annual N*a"& of X*nbm of the Aeeoatattan �'�.n *AY bald to •�rl� ., ... r`, P llosida, oa the '310t dal of Jvas7• ll6q at which x"tiat,d sm `• qwr= of tbd ors daipfiaeot.' ' ,ry pd tlutoiiLout� that tM' mow'?sopoiw Smindwat in tha SiMa. Dowd of,Direetost, on u6t at`&* WWWRied'aod �t+rt�tibr�r the ifffriNetw vote go oot `i a a o!'slie �bt �4 4 �bere psea"tat sib. i j , Ta 1AIDiR"=o fusthis " ��► that i2N' abdwc s..lutiau Sad action+ of:00 Dowd of Ai�nators �ad.,a bars as+tnded or, sad0 imd '� d ';t,. � "< tiro fnll'. and df , `ar', Mat aaah action "Utitutaa all cation rcgaitrd OWU the aeonded Chassis of thi Aiceoiation to hffeot a' lnsthe�r' pcndimi*t of tht iiMeMi, inMUM mum, 'the vindisslgaid hare' czioutlyd C1 �i' • > Certifiaate in tlaiir'offiaiiY odpaoltip'`iltd affbrAW tb seal of the beooti tloo` thU 3Ut dq of Jeau"70 1964, T to Att+wt t Section 5. To accomplish its purposes, the Association =Ay establish and provide for the conduct and maintenance of Toung Hems Christian Association work in one or more sections of Dade county and for particular groups of persons. All branches or subdivisions established by the Association shall be under the control and direction of the Board of Directors. Section 6. This Association shall have perpetual existence. ARTICLE II Property Section 1. Me Association nay hold or dispose of such property, real or personal, as may be given, devised, or bequeathed to it or entrusted to its care and keeping$ may purchase, acquire, and dispose of such property as my be necessary to carry out the purpose of the Association$ and may manage, control, and utilize the same in accordance with the provisions of Article IV. Section 2. The higheat aw.ount of indebtedness or liability to which this Association may at any time subject itself, and which shall never be greater than two-thirds of the value of the property of the Association, is Four million (Z4,000,000.00) dollars. Section 3. The amount in value of real estate which the corporation may hold (subject to the approval of the Circuit Judge) is six million- (0,000,000.00) dollars. ' ARTICLE III Membership Section 1. Any person of good moral character who is in sympathy with its purpose may become a member of this Association, in accordance with such provisions and classifications as may be established by the Hoard of Directors. Section 2. Any member eighteen years of age or aver may become a voting member of this Association who signifies that he is in sympathy with the purposes of the Association as defined in Article I, Section 2, and indicates his willingness to cooperate actively in achieving these purposes. Section 3. The responsibilities of voting mumbera shall bet a. to help actively in achieving the purpose of the organization; V. to eocply with the fikimcial and other membership requirements; a. to vote and, if eligible and elected, to hold office; d. to repr:ssnt the Association in the National Council or Area conventions, if and when duly authorized under the stated roquirnrents of such ruprescntaticn. - ARTIs IV ]�,-u3agement Section le The VWAAgemunt of the Association shall be vested in a Board of Directors constituted as followsl twenty-four (24) porsons elected by the entire board and one (1) parson elected annually for three Year t° mbers. by each Branch Board of Manaae=ent, from snag its voting me Each Director must po53e33 the qualifications for voting membership In the Association. a. The Board of Directors shall have and exercise all the powers necessary to control the work and policy of the Association in all its details, including the appointzent of standing and special cor.'wdtteee. No contract, debt or obligation shall be binding unless contracted under authority of the Board. b. Branch Boards of Management shall be under the control and direction of the Board of Directors as defined in the By-laws and the Branch Operations Policy. Co The Board of Directors shall have the parer to fill, for the unexpired terns, all vacancies occurring in their number between annual elections. They shall have authority to make W-laws for the government of the Association, not inconsistent with this Constitution. Section 2. The officers of the Board of Directors shall be a President, two Vice -Presidents, a Recording Secretary, an Assistant Recording Secretary, • Treasurer and an Assistant Treasurer, chosen from their ovm number, as provided for in the 2�r-laws. These shall also be tho officers of the Association. ARTICLE V Meetings of the Association Section 1. There shall be an annual meeting of the Association within ninety days after the close of the fiscal year, at which time the Dbard of Directors shall report to the membership upon the status of the Association. Notice of this meeting shell be given to all voting members by publication or by mail at least taro weeks in advan�o. - 3 - Section 2. The Association may hold such other meetings of the Association or of member groups as may be provided for in its Q{-lams. Section 3. Special meetings of the Association may be called by the President or by order of the Board of Directors. Or, upon the written request of five per cent of the voting membership of the Association, the President or the Recording Secretary shall can a meeting, specifying the object, which shall be incorporated in the notice, and which shall be posted conspicuously in the Association building for at least ten days preceding the meeting. A notice of such meeting shall also be nailed to every voting member at least ten days in advance of the meeting. No business enali oe transacted at such meeting except that for which the call is issued. Section 4. Fifty (50) of the voting members shall constitute a quorum at any meeting of the members of this Association called for the purpose of formulating or changing the policies of the Association. Section 5. A written record of the attendance and business transacted at all regular and special meetings of the Association shall be maintained and filed with the minutes of the Board of Directors. ARTICLE VI /uaerdments Section 1. This Constitution may be Amended by vote of two-thirds of the voting members present at any regularly constituted meeting of the Association, provided such amendment shall have been submitted by the Board of Directors and posted conspicuously in the Association buildings for at least two weeks prior to the meeting. ARTICLE VII Amended Charter shall be the Constitution This az.ended charter, together with the original charter granted on April 60 1916, and amended on Parch 30, 1926, comprises the entire Constitution of The Toung Men's Christian Association of Groater Miami, Florida. In the event of any conflict therein, the amended charter approved by the corporation on October 22, 1957 shall in all reppects control and provail. -4- This amended charter, approved on October 22, 1957, shan be the Constitution of The young Hen's Christian Association of Greater Hiari, Florida. The undersigned Officers of THE TOLRIG *205 CK*L157IAN ASSOMITION OF GREAT .'t KI.Aiji, (F'L UDA) hereby certify that the above Resolution and Amended Charter was duly adopted by the Directors and tubers present at a special meeting duly called for that purpose October 22, 1957, and have hereunto affixed their hands and the corporate seal of said Corporation this day of 1957 (Corporate Seal) Attest3 _---THE..YDUNG MMIS CIRISiIAN ASSOCIATION OF GR£ M'j HIP..a, (FLORIDA) w President G Treasurer I the undersigned Circuit Judge of the Eleventh Judicial Circuit of the State of Florida, in and for Dade County, DO i--?E oY C MTIFT that the - foregoing Amended Charter of THE YOUNG HU'S CH3ISTL0 ASSOCIATION OF GRZAT R HIANI, (FLORIDA), a Corporation not for profit, has been presented to me, and as provided in Chapter 617.02, Florida Statutes, 1949, I do hereby approve said Amended Charter and have endorsed this any approval hereon. DONZ in Chambers at U-3ai, Dade County,. Florida, this r day of 1957• Circuit Judge —S— EXHIBIT B 2005 Community Park Management Renewal RENEWAL OF MANAGEMENT AGREEMENT (Key Largo Community Park) This renewal of management agreement is made and entered into this le day of May, 2005, by and between MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida, hereinafter COUNTY, and the UPPER KEYS FAMILY YMCA, a branch of the YMCA of Greater Miami Awmation, hereinafter YMCA, in order to renew and amend that certain marmgwient agreement ewer info between the parties on February 16, 200% as renewed on October 17, 2001, May 15, 2002, April 16, 2003, and May 19, 2004, as follows: 1. Section 2 is hereby amended by adding the following `"The extension term of this management agreement shall be for one (1) year, commencing May 15, 2005, and terminating on May 14.2006, unless terminated under the terms of the agreement or extended father." 2. Section 9 is hereby amended to read as follows: "9. PARK REVENUES/COSTS. All revenue generated at the PARK site by the YMCA must be deposited in a separate account at a federally insured financial institution with an office in Monroe County. All revenue generated at the PARK site must be spent for recreational programs and activities at the PARK, mimrs five percent of the revenues which may be spent for administrative overhead made necessary by the YMCA park programs and activities. All PARK revenue records and accounts must be kept according to generally accepted account principles and made available during regular business hours (Monday -Friday, 9:00 a.m. - 5:00 p.m., holidays excepted) to auditors employed by either Monroe County or the State of Florida. If an auditor employed by the COUNTY or the State determines that revenue generated at the PARK was spent for a purpose or purposes not aut mzed by this contract, then the YMCA must pay over to the County the sum damned by the auditor to be improperly spent. The COUNTY may only use the refunded sum for PARK improvements or maintenance. Commencing May 15, 2005, the COUNTY shall pay YMCA $42,701.53 per year to fiord the salary and associated benefits of a Aill-time Park Manager. The COUNTY shall pay the YMCA on a per month in arrears basis in an amount equal to 1/12 of this cost, or $3,558.46 per month The Contractor shall provide a monthly invoice to the Division of Public Works, and payment shall be made pursuant to the Florida Prompt Payment Ah M Afa all other respects the meat agreement enter into between the parties on Febnrary 16, 2000, as renewed "iiii p ob'r'r17,200 1, May 15, 2002, April 16, 2003, and May 19, 2004, remains in full force and effect IN4MMESS WHEREOF, the parties hereto have set their hands and seals on the day first written above. WAL) BOARD OF COUNTY COMMIMIONERS -AentAY06L. K LHAGE, CLERK OF MONROE�COUhq FL O A By:. Deputy Clerk Mayor/Chairman s MA Witnesses: CY — YMCA TER MIAW IN G By: r- By: r� BY Pre t and CEO r.; Title: * 0 -;�D MONROE COUNTY ATTORNEY ROVED A T UZANNrE A. OfffrON ASSI5TAN��NT ORNEY EXHIBIT C Skate Park Addendum Resolution No. 142A - 2006 A RESOLUTION CONCERNING THE TRANSFER OF FUNDS WHEREAS, it is necessary for the Board of County Commissioners of Monroe County, Florida, to make budgeted trens*n in the Monroe County Budget for the Fiscal Year 2006, therefore, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, that there shall be transfers of amounts previously set up in the Monroe County Budget for the Fiscal Year 2006 as, hereinafter set forth to and from the following accounts: Fuwi 1l147 Unine Svc Dist Parks & Roe From:147-SLU40S24- 590990 Other User Coat Center g SSS24 Resu ves 147 For the Ammab S2S,4"W To: 147-5726-20504 0346 Other Ceabaktaal Services Cost Center ti 20W Uniac Parks & Beae6es 'BE IT FURTHER RESOLVED BY SAID BOARD, that the Clark of said Board, upon receipt of the above, is hereby audwrized and directed to make the necessary changes of said items, as set forth above. PASSED AND ADOPTED by the Board of County Counnimoners of Monroe County, Florida, at a regular meeting of said Board held on the 15th day of March AD 2006. Mayor McCoy Yes Mayor Pro Tem Nelson Yes Commissioner Neugent Yes Commiasioner Rice Yes Commimioner spebw Yds BOARD OF COUNTY COMMISSIONERS OF MONRO LINTY, FLORIDA By: U# 'fir$--vY�- _" I -- Mm koww1� Attest: D L. KOLHAGE, Clerk n.c.. -R 'sb Al Cn s N MONROE COUNTY ATTORNEY APPRO ED AS TO FORM: SUSAN M. �!MISL�EY� ASSISTANT CO TY ATTORNEY AMENDMENT TO AGREEMENT THIS ADDENDUM to agreement is made and entered into this 15th day of march 2006, between Monroe County (hereafter "County") and Upper Keys Family YMCA, a branch of the YMCA of Greater Miami, Inc., (hereafter YMCA). WHEREAS, on February 16, 2000, the parties entered into a management agreement for activities at the Key Largo Community Park; and WHEREAS, said agreement has been amended previously on October 17, 2001, May 15, 2002, April 16, 2003, and May 19, 2004; and WHEREAS, the County has constructed a skate park on said Community Park; and WHEREAS, it is desired to amend the previous agreement to incorporate operation and management of the skate park at a specified fee; NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: The agreement dated February 16, 2000, as amended previously on October 17, 2001, May 15, 2002, April 16, 2003, and May 19, 2004, shall be revised by adding a new paragraph, Paragraph 35, which shall read: 35. SKATE PARK. A. Commencing March 25, 2006, and ending May 14, 2006, YMCA shall adopt rules and regulations goveming the use of the skate park, shall manage and operate the skate park in accordance with said rules, and shall carry liability insurance which covers the skate park operations. The existing insurance policy which names Monroe County as a co- insured shall be revised to include such coverage. B. The skate park shall be open at 10 am each day other than January 19, Memorial Day, July 4, Labor Day, Thanksgiving Day, and Christmas Day, and shall remain open as follows: Until 6pm: January, November and December; Until 6:30pm: February; Until 7pm: March, April, and October; Until 8 pm: May and September; Until 8:30PM: June, July and August. C. County shall pay the YMCA in addition to the monies to be paid for other park management and operations, the sum of $39,888, per year, according to the following schedule: UK YMCA Amend. 3/2006 January $2,784 February $2,958 March $3,348 April $3,240 May $3,600 June $3,780 July $3,780 August $3,906 September $3,480 October $3,348 November $2,784 December $2,880 D. County shall also pay to YMCA a sum of $40 per month for a cell phone, plus $50per year for CPR training, the latter to be paid with the payment made for April, 2006, or as soon thereafter as the YMCA shall provide evidence to County that CPR training has been completed. 2. The remaining provisions of the agreement dated February 16, 2000, as previously amended shall remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. 3 YMCA: 4ent jpt .y ATTEST: DANNY L. KOLHAGE, CLERK UK YMCA Amend. 3/2006 BOARD OF COUNTY COMMISSIOPARS OF MONROE C , FLORIDA Mayor/Ch irman ViuI �il = COUNPV A -APV- OVEO AS TO ZAN A: ISTA A 2 r- 0 EXHIBIT D Contract Extension, monthly CONTRACT EXTENSION (Management of Key Largo Community Park and Skate Park) THIS Extension is made and entered into this 21s` day of June, 2006, between Monroe County, a political subdivision of the State of Florida, and the Upper Keys Family YMCA, a branch of the Young Men's Christian Association of Greater Miami. to extend the management agreement dated April 16, 2003, amended on March 15, 2006, and renewed on May 19, 2004, and May 19, 2005. WITNESSETH: WHEREAS, the contract between the parties dated April 16, 2003, expired on May 14, 2006; and WHEREAS, the parties desire to continue their relationship under the current contract as amended and renewed, on a month to month basis; NOW, THEREFORE, the parties agree as follows: 1. Effective May 15, 2006, the contract shall continue on a month to month basis. 2. In all other respects, the original agreement between the parties dated April 16, 2003, amended on March 15, 2006, and renewed on May 19, 2004 and May 18, 2005, remains in full force and effect. IN WITNESS WHEREOF, the parties have hereunto set their hands and seal, the day and year first written above. (Seal) BOARD OF COUNTY COMMISSIONERS Attest: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA B D uty Clerk MONAOE COUNTY ATTO�N OVED AS T ZA E . U�N CoUry Dab Reviewed By N. Lewis Lo r Mayor ' rn -►, oc�• v � YMCA:` -+ , -= r— m By: v to Ca v Pres• t Alfred Sanchez President and CEO EXHIBIT E 2008 — 2010 Income Statements YMCA of Greater Miami (Upper Keys) Income Statement for calendar years 2008 - 2010 �!l 2010 1 2009 2008 110 Individual and Business (2.98) - - 130 Sustaining membership 13,240.00 20,325.00 17,080.00 170 Sponsorships 8,030.00 ;.1,056.50 9,272.00 305 Special Events - "4,050.00 - 910 Foundation Grants 41,500.00 46,500.00 7,500.00 1010 Purchase of Service Local - - (15.00) 1050 Grants - Local 99,266.57 73,011.44 96,999.28 1181 Program Membership 1,535.00 - 1320 Summer Camp 55,070.00 28,520.25 18,695.51 1321 Spring Break Camp - - 716.00 1322 Christmas Camp - 2,880.00 - 1324 CDS Camp - 14,607.00 23,641.94 1329 Camp Scholarship (16,915.00) (7,442.65) - 1331 Basketball 660.00 - - 1334 Soccer 1,375.00 1,280.00 930.00 1337 Flag Football 2,55500 765.00 390.00 1339 Cheerleading (skate park) 1,655.00 1,495.00 779.00 1341 Tennis 20,760.00 15,484.00 8,311.00 1344 Sports Camp - 1,080.00 - 1350 Education 2,316.00 - - 1389 Sports Prog Scholarship (11,742.00) (2,065.00) - 1393 Afterschool Care 23,100.05 14,200.05 16,002.82 1394 CDS - Childcare 31,996.76 47,905.58 29,094.51 1399 Scholarships (7,630.70) (1,117.20) - 1420 Vending` Machine Sales' 10,236.61 15,865.14 15,094.46 1480 Facility Rental 641.00 460.00 781.00 Total Income 277,646.31 278,860.11 245,272.52 gmamAgwim 2010 2009 57,180.32 2110 Full Time 74,351.11 75,831.63 2120 Part Time 62,685.75 66,178.77 64,977.48 2210 Medical insurance 5,203.85 7,958.79 7,721.98 2220 Retirement 5,265.48 6,144.20 3,754.53 Eggem' A=Upb 2010 2009 2008 2230 Life Insurance 238.45 410.59 391.65 2240 Disability Insurance 492.30 628.62 406.60 2310 FICA Payments 9,471.14 10,529.75 9,055.39 2320 Unemployment Insurance 1,721.23 1,559.54 506.60 2330 Workers Compensation 2,345.60 2,687.35 2,326.97 2510 Office Supplies 400.87 664.00 1,120.77 2537 Program Supplies 9,175.12 15,549.46 10,623.14 2550 Food and Beverage 1,718.18 2,184.99 1,010.71 2570 Merchandise for resale 5,938.68 5,377.28 6,229.04 2580 Subscriptions 104.04 - - 2710 Postage 101.95 98.68 63.49 2720 Shipping and Postage 34.12 - - 2841 Maintenance and Repairs - 11,07470 - 2930 Equipment Purchase - 3,057.94 - 3110 Printing 708.00 397.76 3120 Promotions 334.44 569.96 412.00 3211 Food & Beverage 134.82 186.79 - 3220 Transportation Cost 8..00 316.00 - 3235 Mileage Allowance 1,219.19 726.68 395.09 3280 Recruit & Relocation 90.72 10.00 84.85 3340 Meeting Cost, 20.00 320.00 - 3350 Conference/Training Cost 225.00 190.00 - 3360 Employee Training s 80.00 350.00 - 3510 National Support 12852 76.00 - 3520 Dues Organization 870.33 560.00 60.00 3601 Donations - - 3,000.00 3810 General Liability 6,830.06 - - 3901 Miscellaneous - 5.00 - 3902 Admission Fee 14,197.57 16,775.87 4,659.88 3910 Employee Testing 1,025.75 1,400.54 163.00 3983 Bus Trips 4,775.00 4,780.00 3,000.00 3990 Special Events (129.05) 394.77 - 4810 IntaYMCA Allocation 24.310.00 19,628.88 - Total Expenses 233,368.22 L 256,934.78 1 177,541.25 Income minus expenses: 1 44,278.09 1 21,925.33 1 67,731.27 AUDITEE RESPONSE - County Administrator C UNTY SotMONROE KEY WESTOROA 33040 (305) M-4"I Monroe County Board of County Commissioners Office of the County Administrator The Historic Gato Cigar Factory 1 ] 00 Simonton Street, Suite 205 Key West, FL 33040 (305) 292A441 — Phone (305) 292-4544 — Fax 0 April 12, 2011 Clerk of the Court Ms. Sandra Mathena CPA, CFE, CIA 500 Whitehead Street Key West, Florida 33040 Dear Ms. Mathena, BOARD OF COUNTY CONNISSIONERS Mayor Heather Carrutfiers, District 3 Mayor Pro Tem David Rice, District 4 Kim Wigington, District 1 George Neugent, District 2 Sylvia I Murphy, District 5 Below please find my responses to the audit findings of the Draft Audit Report with the Upper Keys YMCA, a branch of the Young Men's Christian Association of Greater Miami dated March 30, 2011. 1. Receipts and documentation not required for monthly payment. Recommendation(s): 1. We recommend that the agreement with the Upper Keys Family YMCA be revised to require pre - audit of contractor expenditures on a reimbursable basis similar to contracts with other agencies and private non -profits that provide public service. County Administrator Response: Agree with Auditor's recommendation and will work with County Attorneys office to amend the agreement as required. 2. YMCA does not provide a separate bank account for Upper Keys Park revenue in Monroe County in violation of agreement Section 9. Park Revenue/Costs Recommendadon(s): 1. We recommend that the agreement be followed and all deposits made to a separate bank account in Monroe County. The bank statements should be reviewed by Monroe County. ComM Administrator Restwnse• Agree with Auditor's recommendation. 3. Income minus expenses of $133,934.69 for calendar years 2008 through 2010 retained in the general fund of Miami YMCA not in accordance with agreement Section9. Park Revenue/Cost. Recommendation Qs: 1. We recommend that the agreement be followed and all income over expenses be retained for the Upper Keys Community Park. County Administrator Re nse: Agree with Auditor's recommendation. 4. Intra YMCA allocation of 11% of earned revenue used for YMCA administrative overhead is greater than 5% of all revenue generated at the park as required in the Agreement. Recommendation(s): 1. We recommend that the internal allocation for the YMCA be limited to the Agreement which is 5% of all revenue for the Upper Keys Community Park per annum. County Administrator Response: Agree with Auditor's recommendation. 5. Sports leagues uses park and concession stands without any documentation provided on how funds generated are used. Recommendation(s): 1. We recommend that Monroe County develop and implement a policy on reporting income and expenses for league use of the concession stand and the park and incorporate this requirement into the management agreement. ComM Administrator Response: Agree with Auditor's recommendation and will work with the County Attorney's office to amend the agreement as required. 6. YMCA concession stand income decreased by 35% from 2009 to 2010. Recommedation• 1. We recommend that the YMCA determine the reason for the decrease. County Administrator Response• Agree with Auditor's recommendation. 7. There is no contract for the Coca-Cola vending machine located at the Key Largo Park. Recommendation(s): 1. It is recommended that the YMCA research potential vending machine companies and then determine the best company to sign a contract with that meets the February 16, 2000 management agreement item number nine (9) between the County and the YMCA. County Administrator Res nse• Agree with Auditor's recommendation. Upon completion of the audit, please provide me with a copy of the final report. If you need any further information from me about the responses, please let me know. Sincerely, l Roman Gastesi Monroe County Administrator AUDITEE RESPONSE - YMCA Upper Keys and Monroe County Contract- Audit Findings April 15, 2011 1. Receipts and Documentation We are not sure what the recommendation is, but if that is the recommendation, then the YMCA can bill the County monthly. 2. Separate Bank Account The YMCA can open a separate bank account for revenue received at the Upper Keys Park. All deposits will be made into that account. However, the YMCA will transfer monthly all the funds in that account to the YMCA's main Operating account. This will be done because all Accounts Payable and Payroll checks are processed from the main operating account and the YMCA cannot separate the Payroll or Accounts Payable process. Another reason for setting up the bank account for revenue only is to make sure all expenses are covered and paid timely. In the event that there is a delay in receiving the funds from the county and it is time to pay employees, how will that be covered? By transferring the funds to the YMCA's main account there is certainty that all the expenses and payroll will be covered. 3. Income minus Expenses retained in separate fund The YMCA can create a separate fund solely for the revenue and expenses directly related to the contract. This will be implemented in 2011. 4. Allocation of 5% The YMCA can change the Allocation from 11% to 5% for only the amount received from the county. Other revenue received will still be charged the 11% Allocation. S. Policy for Sports League use The YMCA can implement the new policy that Monroe County will develop. 6. Concession revenue decrease The YMCA is still investigating this matter. We are reviewing all transactions to make sure there were no reclassifications. 7. No contract for Coca-Cola vending machine The YMCA will research different vending machine companies and enter into a contract that with the company that best fits the need.