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HomeMy WebLinkAboutDocumentation_Regular_Tab 10B_5/8/1997 ,/•- 12) Memorandum To: Thomas G. Bradford, Village Manager From: Gary Preston, Recreation Director 4f.r. Date : April 30, 1997 Subject: Village Council Agenda Item for May 8, 1997; Consideration of Approval of Agreement with YMCA of the Palm Beaches to Provide Public Recreation Programs and • Activities at the Tequesta Recreation Center, 399 Seabrook Road Please find attached, the above referenced Agreement prepared by Village Attorney, John C. Randolph. The terms and conditions of this Agreement has been reviewed at two Public Works Committee Meetings and are acceptable to YMCA of the Palm Beaches, based upon the attached transmittal from YMCA President and CEO T. Robert Giese . I believe the Public Works Committee, Attorneys and Staff for the Village and YMCA have prepared a fair and workable agreement for the operation of the Tequesta Recreation Center. I would recommend the Village Council approve this Agreement as written. Please place this item on the May 8, 1997, Village Council Meeting Agenda for Councilmembers ' consideration. GP/mk Attach. DeptHead.TGBYMCA.eam YMCA TRANSMITTAL TO : Mr. Gary Preston Village of Tequesta FROM : Bob Giese,President and CEO DATE : Apri125, 1997 FAX H : (561) 575-6239 PAGES : 6,including cover shod. Everything looks good. Ready for signing. Please advise next step. 'Drank you From the desk of... Helen Gorzynski Administrative Coordinator YMCA of the Pain Beaches 2085 So.Congress Avenue West Paim Beach,FL 33406 56 i-968-9622 Fax 56 i-968-2972 . JONES, FOSTER, JOHNSTON & STUBBS, P.A. ATTORNEYS AND COUNSELORS alaumCE1TrimTomm 505 Souza FLAGLER DRIVE Luxe B.Avxnamn MARK B.RraIDNFffiD ELEv mIH FLOOR Hasty P.Innornut. Cesar Mammy Wawa.sffi T.RRnta WEsr PALM BEACH,FLORIDA 33401 t902-t982 KTtwaYBtea wr oTa kB.McCaw�t CLAY C.BROOM Sccrrr L.McMuu. HuryAllison Johnston Joyce A.CwwAY DAvm PLAIT P.O.Box 3475 R.Bros Janes Mumma L.Coceta low C.RANDOM WEsr PALM BEACH,FL 33402-3475 19041988 Evw,unDrsz Same:J.AMMAN (561)659-3000 Paul C.Wolfe Rtea•cceG.Do�saa PeaaiA.SA� 1933-1991 DnvmE.Detva SmaarASltaas FAX:(561)832-1454 C[oaTaeane S.Dr= Auer R TonaaeoN Retired H.Mrmstt.EAIZY JORat S.Tertom WRfrER's DIRECT LINE: William A Foster Scorr G.1L..wxia Bauer K.WA:oux Teoaxtatr M.HENRY FL Aiwa We.vtat Of Counsel Pena S.Homer I2sA S.7uaat¢ Jack A Plisco HAnYA Jow rvr Il April 29, 1997 • VIA FAX: 575-6239 Mr. Gary Preston Village of Tequesta Post Office Box 3273 Tequesta, Florida 33469 RE: Village of Tequesta YMCA Management Agreement Our File No. 13153 .1 Dear Gary: • I have modified the Management Agreement between the YMCA and the Village, incorporating certain of the changes requested by. the YMCA as we discussed. Enclosed are two originals for execution by the parties . Please call me if you have any questions. Sincerely, JONES, TER, JOHNSTON & STUBBS, P.A. John C. Randolph JCR\ssm Enclosures MANAGEMENT AGREEMENT THIS AGREEMENT is effective this day of 1997, by and between The YMCA of the Palm Beaches, Inc. , hereinafter referred to as "YMCA" , and the Village of Tequesta, Florida, a municipal corporation, hereinafter referred to as "TEQUESTA" . WITNESSETH: WHEREAS, TEQUESTA is desirous of offering the public recreational programs and activities from the Tequesta Recreation Center on Seabrook Road (hereinafter referred to as the "Center") and neighboring Constitution Park _(hereinafter referred to as the "Park") , in Tequesta, Florida; and WHEREAS, the YMCA has the experience and the qualifications necessary to manage and administer such recreational activities for TEQUESTA and the YMCA is desirous of doing so; and WHEREAS, TEQUESTA and the YMCA believe it will be advantageous to both for them to work together on the terms and conditions hereinafter set forth to provide the above-referenced recreational activities to the public. NOW, THEREFORE, in consideration of the mutual promises, terms and conditions contained herein, the parties agree as follows : 1. FACILITIES AND COMPENSATION A. TEQUESTA shall provide exclusively to the YMCA free and unfettered access to the Center for the purpose of the YMCA' s running of recreational programs for the public from the Center, which programs shall be proposed by the YMCA and subject to final approval by TEQUESTA. Said programs shall be available to the public pursuant to schedules determined by the YMCA, and which it shall make available to the public at the Center six days per week, excluding Sundays. Preferential scheduling of the facility shall be available to TEQUESTA, which shall have exclusive use of the facility on Tuesday and Thursday evenings from 6 :00 p.m. for the remainder of day, and all day on Sunday. In addition, TEQUESTA shall be afforded the opportunity, prior to schedules being ratified, to preferential scheduling in regard to Village of Tequesta governmental functions including, but not limited to, Council meetings, committee meetings and elections. B. TEQUESTA, as the owner of the Center, shall be fully responsible for the Center' s maintenance and upkeep, including the payment of all utilities (gas, electric, telephone, cable TV, water and sewer), and shall at all times keep said Center in good repair and condition. The YMCA shall be responsible for the management of recreational programs at the Center. The YMCA shall maintain the property in a neat and orderly condition and is responsible for • picking up and properly storing items used in the recreational programs . To the extent permitted by law, and subject to the limits, defenses and immunities provided by Florida Statute Section 768 .28, TEQUESTA shall during the term of this agreement indemnify and hold harmless the YMCA, its agents and employees from and against any loss sustained by the YMCA on account of any suit, judgment, execution, claim or demand whatsoever resulting from negligent acts on the part of TEQUESTA or its employees in the . maintenance and upkeep of the Center. The YMCA shall indemnify and hold harmless TEQUESTA, its council members, agents, and employees, from and against any losses sustained by TEQUESTA on account of any suit, judgment, execution, claim or demand whatsoever resulting from the negligent acts on the part of .the YMCA or its agents, employees or representatives under the terms of this agreement. C. From the Center, the YMCA shall use all of its best efforts and skill to provide and manage a variety of recreational programs and activities (which may include day care and after school care programs for children) for the benefit and enjoyment of the public. The YMCA shall endeavor to provide such programs as will, in its judgment, provide the most beneficial and enjoyable recreational activities and programs to the public. D. 'Any and all rentals of the facility shall be within the discretion and responsibility of the Village of Tequesta, TEQUESTA to be entitled to all funds received from the rental of the facility. E. TEQUESTA shall be responsible for paying to the YMCA an amount of money to allow the YMCA to pay one-half the salary and benefits of one on-site YMCA facility director to oversee YMCA operations from the recreation Center for Tequesta's fiscal year 1997/1998 and 1998/1999, said total contribution from TEQUESTA not to. exceed $15, 000 . 00 per annum. At the conclusion of TEQUESTA' s fiscal year 1998/1999, September 30, 1999, the YMCA and TEQUESTA shall revisit the salary and benefit issue to determine the parties ' respective obligations concerning same. F. The Park adjacent to the Center shall also be available to the YMCA for its use in offering programs and activities for which park facilities would be helpful or preferable, the precise procedure for scheduling activities at the Park to be later determined by and between the YMCA and TEQUESTA. G. The YMCA shall be permitted to have "name recognition" for its management of programs and activities at the Center or the Park, such as (for purposes of example only ) "The 2 YMCA, Tequesta Branch", or the like, in the form of signage on the Center, on a Bus or Busses serving the Center, on letterhead for • the Center, and on flyers and other promotional materials concerning the YMCA's offering of programs and activities from the Center or the Park. The YMCA shall also be permitted to answer any • personal or telephonic inquiries by use of a designation such as "The YMCA, Tequesta" , or the like. H. TEQUESTA reserves the right to disapprove any programs which would in any way conflict with programs offered by the Lighthouse Gallery and School of Art . Said programs include, but . are not limited to, painting, sculpture, photograph and ceramics . The intent of this agreement is that the YMCA coordinate its programs in these areas with the Lighthouse Gallery and School of Art. In the event there is deemed by the Lighthouse Gallery and School of Art to be a conflict in regard to any program intended to be offered by the YMCA, TEQUESTA shall have the right to disapprove of said program and the YMCA shall comply with the requests of TEQUESTA in this regard. 2 . RELATIONSHIP The relationship established herein between the YMCA and TEQUESTA for this project shall be one of a partnership in accord with the terms and conditions set forth in this Agreement, each being committed to and desirous of providing to the public first class recreational activities and programs from the Center and/or the Park or other acceptable places mutually agreed upon. 3 . PROFITS If after the expenses of the YMCA' s management of the programs and activities administered by the YMCA from the Center are paid, should their remain funds from the revenue generated by said programs and activities, said remaining funds shall be split equally between the YMCA and TEQUESTA as follows : YMCA 50% TEQUESTA 50% TOTAL 100% This calculation and distribution, if any, shall be conducted annually on the anniversary date of this agreement . The YMCA' s books relating to the operation of the Tequesta facility shall be made available to TEQUESTA, upon reasonable notice, for examination and inspection. 4 . MISCELLANEOUS 3 • A. TERM OF AGREEMENT. The term of this Agreement shall be for a period of two (2) years, commencing on October 1, 1997 . At the expiration of two (2) years from such date, this Agreement shall be considered automatically renewed for succeeding periods of one (1) year each, on the same terms and conditions as herein contained, unless either TEQUESTA or the YMCA shall, at least one hundred twenty (120) days prior to the expiration of any period, give written notice of an intent to amend or terminate this Agreement . B. OFFICE. TEQUESTA shall furnish the YMCA with an office at the Center including a telephone, a fax machine, and a computer, plus all stationery and office supplies as are reasonably necessary or appropriate for the performance of the YMCA' s services hereunder. C. TERMINATION WITHOUT CAUSE. Either TEQUESTA or the YMCA may terminate this Agreement at any time upon one hundred twenty (120) days notice. In the event of termination, a prorata calculation shall be made relating to the amounts owed TEQUESTA and the amounts owed the YMCA for respective obligations under this agreement up to the date of termination. D. NOTICE. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by certified mail, return receipt requested, to the Metropolitan office, in the case of the YMCA, located at or 250 Tequesta Drive, Suite 300, Tequesta, Florida 33469, in the case of TEQUESTA. 5 . CAPTIONS The captions appearing in this Agreement are inserted as a matter of convenience and for reference and in no way affect this Agreement, define, limit or describe its scope, intent or any of is provisions . 6 . ENTIRE AGREEMENT This agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this agreement shall not be binding on either party except to the extent incorporated in this agreement. 7 . MODIFICATION OF AGREEMENT Any modification of this agreement or additional obligations assumed by either party in connection with this 4 • agreement shall be binding only if evidenced in writing, signed by each party or an authorized representative of each party. 8 . ASSIGNMENT OF RIGHTS The rights of each party under this agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation or other entity without prior, express and written consent of the other party. 9 . EFFECT OF PARTIAL INVALIDITY The invalidity of any portion of this agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. IN WITNESS WHEREOF, .the parties hereto have set their hands and seals to this Agreement, this day of , 1997 . YMCA: Witness T. Robert Giese, President Dated Witness TEQUESTA By Witness Its Dated Witness JCR\13153-01\YMCA.AGR 5 RESOLUTION NO. 19-96/97 ' I 1 ' A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, APPROVING A MANAGEMENT AGREEMENT BETWEEN THE VILLAGE OF TEQUESTA AND THE. YMCA OF THE PALM BEACHES, INC. FOR THE PROVISION it OF PUBLIC RECREATIONAL PROGRAMS AND ACTIVITIES AND AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE SAME ON BEHALF OF THE VILLAGE. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AS FOLLOWS: Section 1. The Management Agreement Between the Village of Tequesta and the YMCA of the Palm Beaches, Inc. for the provision of public recreational programs and activities, attached hereto as Exhibit "A" and incorporated by reference as a part of this Resolution, is hereby approved and the Village Manager of the Village of Tequesta is authorized to execute the same on behalf of the Village of Tequesta. ij THE FOREGOING RESOLUTION WAS OFFERED by Councilmember , who moved its adoption. The motion was seconded by Councilmember , and upon being put to a vote, the ; vote was as follows : FOR ADOPTION AGAINST ADOPTION I i -- I .The Mayor thereupon declared the Resolution duly passed and I adopted this 8th day of May, A.D. , 1997 . . MAYOR OF TEQUESTA 111 Elizabeth A. Schauer ATTEST: it • Joann Manganiello 1 Village Clerk wp60\res\19-97 I i