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Item C06 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY October 17, 2001 DMSION: Public Works MEETING DATE: BULK ITEM: Yes x No DEPARTMENT: Unincorporated Parks & Beaches AGENDA ITEM WORDING: Approval to renew management agreement with the Upper Keys Family YMCA for management of the Key Largo Community Park. ITEM BACKGROUND: The Florida Communities Trust required reVIsIons to the original management agreement with the Upper Keys Family YMCA. The revisions have been incorporated into the renewal agreement and have been accepted by the YMCA. I PREVIOUS RELEVANT BOCC ACTION: On February 16, 2000, the Board approved the first year management agreement with the YMCA for Key Largo Community Park. CONTRACT/AGREEMENT CHANGES: (a) Updated Paragraph 2 to reflect new term; (b) updated Paragraph 3 to reflect one (1) additional one-year renewal option; (c) revised Paragraph 7 to reflect a flat fee charge; and (d) revised Paragraph 9 to reflect that all fees generated at the Park by the YMCA must be kept in a separate account and only be spent for recreational programs and activities at the Park, less 5% for YMCA admwistrative overhead. . STAFF RECOMMENDATION: Approval as stated above. TOTAL COST: n/a BUDGETED: Yes: No: COSTTO COUNTY: n/a . REVENUE GENERATED: Yes No x - DIVISION DIRECTOR APPROVAL: O~ing:7n Risk M<magement: C{:}t./~ /D/~~I Dent Pierce x APPROVED HY-: County Atty.: x DOCUMENTATION: INCLUDED: L TO FOLLOW: DISPOSITION: NOT REQUIRED: AGENDA ITEM #: ,/-~ {' MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: UPPER KEYS FAMILY YMCA Contract # Effective Date: Expiration Date: 5/15/01 5114102 ion: reement for Ke Lar 0 Contract Manager: Beth Leto (Name) 4560 (Ext.) Public Works - #1 (Department/Stop #) for BOCC meetin on October 17 2001 A enda Deadline: October 3. 2001 CONTRACT COSTS Total Dollar Value of Contract: Budgeted? YesD No 0 Grant: $ County Match: $ nla Current Year Portion: nla Account Codes: ADDITIONAL COSTS Estimateq.Ongoing Costs: $ IYf. For: (Not included in dollar value above). (8.a. maintenance, utilities ianitonal, salanes. etc.) CONTRACT REVIEW Changes ~fffl Date n Needed /' . r . to 1 D YesO Ncer _~ "RiSk Management 'o\oL\ol YesO No~ <1., ~)~o R~(f'I'.. ~ '"L 0 O.M.B.lPurchasing Yes81'lOD ~ 8~ /(!)-/-o/ Counly A~m.y ~ VesO NoG)./ ;;;~ i!?-2-~ I Comments: /L~-"--'v .~~ C!-.t.~ / -~ ~.d.L4/' oy /' / P-- \,- Date Out Division Director OMS Form Revised 2127/01 MCP #2 ~/t 3::J\;td StSC~6~S0c'al 3~IAAO ^I~\;t ^INnO~ ~nHNnw'wnH~ ~~'G~ l~-r~-T'O RENEWAL OF MANAGEMENT AGREEMENT This renewal of management agreement is made and entered into this day of 2001, 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 Association, hereinafter YMCA, in order to renew and amend that certain management agreement enter into between the parties on February 16, 2000, as follows: WITNESSETH: WHEREAS, YMCA is a not-for-profit corporation established for the provision of activities for the healthy development of all persons' 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 : WHE~EAS, 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; NOW, THEREFORE, in consideration of the covenants hereinafter to be kept and preformed, the COUNTY hereby agrees to renew and amend the management agreement with the YMCA to manage and schedule recreational activities at that certain property described as follows: , 1.. PREMISES. Lots 312 to 384, Port Largo Fourth Addition, Section 33, Township 61S, Range 39E, Monroe County, Florida. This parcel contains 615,623 square feet and is known as the Key Largo Community Park (hereinafter PARK). 2. TERM. The term of this management agreement shall be for one (1) year, commencing May 15, 2001, and shall be terminate on May 14, 2002, unless extended pursuant to the terms of this agreement. .r : . 3. EXTENSIONS. This management agreement may be extended for one (1) additional period of one year if YMCA provides to the COUNTY written notification of YMCA's 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. (f the YMCA observes a nuisance or any illegal or immoral activities, inc.luding 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 31 of this agreement and the Sheriff's Department. 5. HOURS OF OPERATION. 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 YMCA programs will take place during the hours of operation of the PARK, except for the following holidays: (New Year"s Day, Easter Sunday, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day and Christmas Day. 6. SCHEDULING OF ACTIVITES. 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 iFlcidents not directly related to YMCA scheduled activjti~s and/or events. Further, YMaA agrees to allow the COUNTY the precedence of scheduling authorized activities or events, no more than 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 Iiltes and to allow all persons into their programs regardless of their ability to pay. Rates are as follows: .. Youths Sports Leagues: $60.00 Tennis Lessons: $73.00 Adult League rates will vary depending upon the sport and the length of league play. .r. ,r The YMCA l 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 Commission~rs. 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. 9. PARK REVENUES. 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, minus five percent of the revenues which may be spent for administrative overhead made necessary by the YMCA's 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 authorized by this contract, then the YMCA must pay over to the County the sum determined fw the auditor to be improperly spent. The COUNTY may only use the refunded sum for PARK improvements or maintenance. 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 with the press box. YMCA will be responsible for all furnishings, equipment, and telephone charges associated with this office space. 11. UTIU}"IES. 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 sch~duling signs by the tennis courts, and signs for the Vita Course marking distances in the PARK fOl1mileage. 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 any and a/l liability related to the COUNTY'S maintenance of th~ facility, however, jf the YMCA observes any dangerous conditions on site, they will immediately contact the Public Works representative indicated in Section 31 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, YMCA will decide upon the appropriate disbursements and allocation of these funds. 17. ACCOUNTING/INSPECTION 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 a/l records pertaining to this management agreement for a period of three years after the term expires. . 18. CANdfLLATIONS. 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. INDE'PENDENT 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 attorneys 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. Y~CA 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 chqnge, or reduction in coverage unless ~ minimum of thirty (30) days prior notification isl'given to the COUNTY by the insurer. The acceptance and/or approval of YMCA's 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 "Additionally Insured" on all policies, including the policies of all organizations utilizing the PARt< for scheduled RfOgrams. 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. 23'lf; COMPLIANCE WITH LAW. In providing all services pursuant to this management agreement, ~MCA shall abide by all statutes, ordinances, and rules 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 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 INCORPORA- TION. 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 any 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 managemenf 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) YMCA's name in this management agreement is its full name as designated in its corporate charter, if a corporat.ion, 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. NOTleE. 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: J FOR COUNTY Monroe County Public Works 5100 College Road Key West, Florida 33040 FOR YMCA YMCA of Greater Miami, Inc. 1320 South Dixie Highway, Suite 120 Cor~1 Gables, Florida 33146 30. CONTACT PERSONS. The following, or their designees, are the contact persons in connection with this management agreement: .' FOR COUNTY Building Administrator Dan Fonte Office Phone: 852-7161 FOR YMCA Executive Director - Upper Keys YMCA or South District Executive Director " 31. CONSENT TO JURISDICTION. This management agreement shall be construed by and governed under the laws ()f 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 conditio~ or covenants or otherwise. IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the day first written above. (SEAL) Attest: DANN"( L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: By: Deputy Clerk Mayor/Chairman :t Witnesses: 3' By: By: . c:/c: 3~'o'd SISCC:SC:S0C'OI 3~I330 A~~W A~Nnn, ~nHNnMMnH~ ~~n~ '~-r~-T~n MANAGEMENT AGREEMENT TIlls management agreeme~t is made and entcred into tillS I ~h day of ~\! 2000, by and between MONROE COUNTY, FLORIDA, a political subdivision of tile State of Florida, hereirtafter COUNTY, and the UPPER KEYS FAMILYYMCA,.~,pranch of the YMCA of Greater Miami, Inc., hereinafter YMCA. . I 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 wholesomc, alcohol-free and drug-free environment for all people in Monroe County; and WHEREAS, it is a lcgitimate public purpose to provide facilities and services for recreational use and social functions of the community in a wholcsome environment; NOW, THEREFORE, in consideration of the covenants hereinafter to be kept and prefonned, the COUNTY hereby agrees to allow YMCA to manage and schedule recreational activities at tIlat certain property described as follows: ~ . 1. PREl'4lSES. Lots 312 to 384, Port Largo Fourth Addition, Section 33, Township 61S, Range 39E, Monroe County, Florida. This parcel contains 615,623 square feet and is known as the Key Largo Community' Park (hereinafter PARK). 2. TERM. The tenn of this management agreement shall be for one (1) year, commencing /'f\ fA Y IS. 2000, and shall be tenninated after said period, unless extended pursuant to the terms of this m~nagement agreement. .". I ., 3. EXTENSIONS. This management agreement may be eAiended for two (2) additional periods of one year if YMCA proxides to the COUNTY written notification of YMCAOs inte>>.t to extend the management agreement at least thirty"t30) 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 si:\1y (60) days prior to the expiration date of this manag.;ment 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 beheld responsible for supervision of the programming area. If the YMCA observes a nuisance or any illegal or immoral activities, including any alcoholic bcve~ges 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 tIlis agreement and the Shcrirrils. Department. ~~ 5. HOURS OF OPERATION. PARK hours of opcration are established by tile Board of County Commissions of Monroe County, Florida, and are currentIy 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 tile hours of operation of tile PARK, except for the following holidays: New Years Day, East.cr Sunday, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Ch~stmas Day. 6. SCHEDULING OF ACfIVITIES. YMCA wiil schedule all PARK activities and requests for usc of or events at the PARK. E.'iCCpt during league play, YMCA agrees to leave one basketball court, onc baseball ficld and two tennis courts (at ICc1st one lighted tcnnis court) open for use by the general community. The YMCA will bc exempt from liability for incidents. not directly related to YMCA scheduled activities andlor events. Further, YMCA agrces 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. Y1y1~~ will schedule all youth baseball and soccer leagues; however, such leagues arc 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 Mcmber or a Non-Membcr. Ratcs arc as follows: Youths Sports Leagues: Tcnnis Lessons: Exercise Programs: YMCA Member $40; Program Member $50; Non-Members $75. YMCA Member $53; Program Member $63; Non-Members $73. 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 fonnal, written amendment to this management agrcement by the Board of County Commissioners. 8. CONCESSION STAND. The YMCA shall operate the concession stand located at the PARK based upon demand or du"png 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 comparablc with othcr like concessions in the surrounding area. No items may be sold in glass containers. YMCA may collaborate Witll other organizations to operate the concession stand; however, tlle YMCA will be entitled to the right of refusal in tllis rcgard. YMCA will furnish all necessary equipment and furnishings needed to operate the concession stand, and upon tennination 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 equipmeMproperly installed. All revenue derived from tIle concession stand will be deposited, utilized and accounted for by tIle YMCA. . . 9. VENDING MACHINES. The YMCA is pennitted to have vending machines at COUNTY approvCd locations in the PARK. The YMCA will coordinate wi~ vending machine companies to provide vending machines that include real juice produc,ts and bottled water, in plastic or aluminum containers. YMCA will coordinate th~ 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 tIle YMCA. The vending machines will be locked during concession stand hours.of operation. 10. '" OFFICE SPACE. YMCA is pennitted to set up an office and have telephone service established in the press box. YMCA will have exclusive acyc5s to the office space located within the press box. YMCA will be responsiblc for all furnishings, cquipmen~ and telephonc charges associated with this office space. ~ ~ 11. UTILITIES.. Thc COUNTY will be rcsponsible for all utilities charges associated with the PARK, ,,,ith the exception Oftclephone service for tIle YMCA office located in.tlle press box. 12. SIGNAGE. YMCA is pemUlted to install YMCA signs and rules & regulations signs, upon COUNTY approval, contingent upon YMCA receiving any necessary pcnnits, 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 t9 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 PAJUC. . . 15. MAINTENANCE. COUNTY staff will perfonn and be responsible for all maintenance of the buildings and improvements at the PARK and wi~l'mtaintain 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. Furthennore, the YMCA will be exempt from any and all liability related to the COUNTY'S maintenance of the facility, however, if the YMCA observes any dangerous conditions onsile, they will immediately contact the Public Works representative indicated in Section 30 of this agreement. 16. FUNDRAISING. All fund raising and fees charged in connection with the PARK shall only be used to benefit the PARK. The YMCA will be responsible for the coIlection of the above mentioned fundraising and fees. In addition, the YMCA will decide upon the appropriate. disbursements and allocation of the these funds. 17. ACCOUNTING/INSPECTION 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 ex-pense, 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 tenn expires. 18. CAN.CELLATIONS. Either party hereto may cancel this management agreement with or without cause by giving the ~Uler party sixty (60) days written notice sent certified mail of its intentions to do so. ft 19. RETURN OF PREMISES. At'the end of the tenn of tillS management agreement or any extensions thereof, YMCA shall vacate and peacefully surrender the premises to the COUNTY. YMCA shall not suffer or pennit any waste to occur to the premises during the tenn of this manag~ment agreement. 20. INDEPENDENT CONTRACfOR At all times and for all pU1poses hereunder, the YMCA is an independent contractor and not an empl~ree of the Monroe County Board of County Conunissioners. No statement contained in tIllS 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. INDEMNlFICATION AND HOLD HARMLESS. YMCA covenants and agrees to indemnify and hold hannless Monroe County Board of County Commissioners from any and'all claims for bodily injury (including death), personal ~njury, and property daJ1l3ges (including property owned by Monroe County) and any other losses, damages, and .expenses (including attorheyOs 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 YM9A taking possession of. the property owned by tIle 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 tIle required insurance has been furnished to the COUNTY as specified below. YMCA shall Il1aintain 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 .'tiicy arc 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 andlor 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 DAdditionally InsurcdD on all policies, including the policies of all organizations utilizing the PARK for scheduled programs. The COUNTY will also be named as DLoss payeeD with respect to Fire Legal Ex-posure. Any deviations from. these General Insurance Requirements must be requested in writing on the COUNTY prepared fonn entitIed DRequest for Waiver of Insurance RequirementsD and approved by Monroe County Risk Management. 23. COMPLIANCE WITH LAW. In providing all services pursuant to this management agreement, YMCA shall abide bYp'1l 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 materjal breach of this management agreement and shall entitle the COUNTY to tenninate tIlis management agreement immediately upon delivery of written notice of tennination to YMCA, and the COUNTY may thereupon re-enter the premises. 24. PROFESSIONAL RESPONSIBILITYILICENSING/ARTICLES OF INCORPORATION. YMCA shall assure tllat all professionals have current land appropriate professional licenses and professional liability insurance coverage. Upon execution of this manaMment agreement, tIle YMCA will provide tIle COUNTY with a copy of its Articles ofIncorporation and a list ofits Board of Directors. it- 25. MODIFICATIONS AND AMENDMENTS. Any and all modifications to this management agreement or to any of the services provided shall require an amendmen,t to tIlis 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 ex-prcssly provitled for therein, such approyal shall in no manner or event be deemed to impose any additional obligation upon the COUNTY. ii 27. NON-DISCRIMINATION. YMCA shall not discriminate against any person on the basis of race, creed, color, national origin, sex or se;l,,"ual orientation, age, physical handicap or any other characteristic or aspect which is not job-related in its recruiting, hiring, promoting, tenninating or any other area affecting employment under tItis management agreement. At all times, YMCA shall comply with all applicable laws and regulations with regard to employing tIle most qualified person(s) for positions under tItis 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. A(JfHORIZED SIGNATORY. The signatol)' for YMCA, below, certifies and warrants that: a) YMCAOs name in this management agreement is its f-ull 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 agr~mj:nt shall been approved by the Board ofDircclors of YMCA, if YMCA . . ., I IS a corporatIon. . I . 29. NOTICE. Any notice required or pennitted 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 roIlows: FOR COUNTY Monroe County Public Works 5100 College Road Key West, Florida 33040 FOR YMCA YMCA of Greater Miami, Inc. 175 SW 15th Road Miami, Florida 33129 30. CONTACT PERSONS. The following, or their designees, are the contact persons in connection with this management agreement: FOR COUNTY Building Administrator Ken Thulin OfficGPhone: 852-7161 . FOR YMCA Executive Director - Upper Keys YMCA or South District Executive Director 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 aetion arising under tlllS management agreement shall be in Monroe County, Florida. 32. NON-WAIVER. Any waiver or any breach of covenants herein contained to be kept and perfonned 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 Mr any succeeding breach, either of the same condition or covenants or othen~se. .. . -:.-::-'::-.";":'":.... ~, '. .~~~:-~:~.j.:~~ {..(.~.~WrfNESS WHEREOF, the parties hcrcto have set their hands and seals on the day first written above. ""d,'J' _ '" .-:\ l (."; \(/~.l ,........ "."':;.' . . . ,(.:.~Y~(Sf~'T ~:;.. .~;,:~i.t~\ BOARD OF. COUNTY COMMISSIONERS 't:::'. '--/. .~J 1v ~i l '. I , :.~..r..".:.:Atlosr..DA'NNX';!L. KOLHAGE, CLERK: OF MONROE COUNTY, FLORIDA \\\t~~:'.:;.:.::~~:.:.<;:);;~;.:;:j . . (11. . I. _C >':::.Bf.1;:;,""~ i).c. By: c:Y~J~ '~':":';'.'~';:IJ~."':'~ ' . Mayo{; hairman .. Witnesses: ~. ~ By: / Wvmy BY~flr4' K. O.CO~ By: Title: