Agenda 09/24/2013 Item #16D20n
9/24/201316. D.20.
EXECUTIVE SUMMARY
Recommendation to Approve Shared Access Agreement with the Greater Naples YMCA.
OBJECTIVE: To assist the Naples YMCA in its efforts to continue operating subsequent to the loss of
most of their building due to fire.
CONSIDERATIONS: On September 2, 2013, a fire broke out at the Naples YMCA facility, destroying
portions of the building and forcing the YMCA to relocate most of its operations and programs to other
locations. YMCA staff is working vigorously to begin re- building their facility. As of this writing, there is
no firm reconstruction schedule in place.
In recognition of this, County staff has offered to share County facilities and building space with the
YMCA on a month to month basis until such time as either party elects to terminate this agreement. .
Staff has prepared the enclosed shared access agreement. The agreement allows the YMCA to share space
within County facilities, the use of which will be appropriately coordinated with staff on an ongoing basis
for as long as the YMCA has. need for the space and the space is not needed for other County uses.
The following is a list of the sites to be shared and the intended YMCA uses at each site:
• North County Regional Park (swimming lessons, diving lessons, scuba diving lessons, Recplex
fitness center).
• Golden Gate Community pool (swimming lessons)
• Osceola Elementary School ball fields (T ball, Soccer, cheerleading practices)
• North Naples Government Services Center (office, computer and telephone services)
The agreement provides for the addition of other sites and uses as circumstances warrant.
FISCAL IMPACT: Staff has reviewed each site and has determined that at least in the short tern, the
sharing arrangement will not substantially affect County expenses and revenues. Should this change, staff
reserves the right to negotiate a fee schedule with the YMCA that will cover the added cost or loss of
revenue to the County.
GROWTH MANAGEMENT EWPACT: There is no impact on the Growth Management Plan.
LEGAL CONSIDERATIONS: The proposed Agreement was prepared by the County Attorney, and is
a modified version of the Board - approved Standard Form Not - For -Profit Lease. This item is approved as
to form and legality, requiring majority vote for approval. -JAK
RECOMMENDATION: That the Board of County Commissioners approve the enclosed shared access
agreement with the YMCA of the Palms (a.k.a. as the Greater Naples YMCA).
PREPARED BY: Steve Carnell,
Interim Public Services Administrator
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Item Number:
Item Summary:
Naples YMCA.
Meeting Date:
Prepared By
9/24/2013 16.D.20.
COLLIER COUNTY
Board of County Commissioners
16.16.D.16.D.20.
Recommendation to Approve Shared Access Agreement with the Greater
9/24/2013
Name: AlonsoHailey
Title: Operations Analyst, Public Service Division
9/18/2013 8:48:03 AM
Submitted by
Title: Purchasing/General Services Director
Name: CarnellSteve
^ 9/18/2013 8:48:04 AM
Approved By
Name: AlonsoHailey
Title: Operations Analyst, Public Service Division
Date: 9/18/2013 9:39:06 AM
Name: CarnellSteve
Title: Purchasing/General Services Director
Date: 9/18/2013 10:48:10 AM
Name: KlatzkowJeff
Title: County Attorney
Date: 9/18/2013 11:55:54 AM
Name: FinnEd
Title: Senior Budget Analyst, OMB
Date: 9/18/2013 2:48:16 PM
Name:IsacksonMark
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9/24/2013 16.D.20.
Title: Director -Corp Financial and Mgmt Svs,CMO
Date: 9/18/2013 3:17:46 PM
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9/24/2013 16.D.20.
^ COLLIER COUNTY SHARED ACCESS AGREEMENT
YMCA
This Shared Access Agreement (hereinafter referred to as "Agreement ") is entered into
this 24th day of September, 2013, by and between the YOUNG MEN'S CHRISTIAN
ASSOCIATION (YMCA) OF THE PALMS, INC. (hereinafter referred to as the "YMCA "), a
Florida not for profit corporation, whose mailing address is 5450 YMCA Road, Naples, FL
341.09, and COLLIER COUNTY, a political subdivision of the State of Florida, whose mailing
address is 3299 East Tamiami Trail, Naples, Florida 34112, hereinafter referred to as "County,"
collectively stated as the "Parties."
RECITALS:
WHEREAS, Florida Statutes Section 125.38 provides that if a corporation or other
organization not for profit which may be organized for the purposes of promoting community
interest and welfare, should desire any real or personal property that may be owned by any
county of this state or by its board of county commissioners, for public or community interest
and welfare, then such corporation or organization may apply to the board of county
commissioners for a conveyance or lease of such property, and that such board, if satisfied that
such property is required for such use and is not needed for county purposes, may thereupon
convey or lease the same at private sale to the applicant for such price, whether nominal or
otherwise, as such board may fix, regardless of the actual value of such property; and
WHEREAS, the local YMCA has suffered the destruction of their facilities by a
devastating fire, which has substantially impacted the important services that it provides to so
many Collier County residents; and
WHEREAS, the YMCA has requested the Board of County Commissioners to allow it to
share a number of County -owned park facilities for use in their operations, until their own
facilities can be rebuilt; and
WHEREAS, it is the Board's finding that it is in the public interest to enter into this
shared access agreement on the terms and conditions set forth below.
WITNESSETH:
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration exchanged amongst the Parties, and in consideration of the covenants
contained herein, the Parties hereby enter into this Agreement on the following terms and
conditions:
1. The County hereby agrees to share space with the YMCA, including, but not
strictly limited to, the following facilities /sites available for the following uses:
a. North Naples Government Center (office space)
b. North. Collier Regional. Park Fitness Center (for YMCA member usage)
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c. North Collier Regional Park Sun N Fun Aquatic facility (swimming lessons)
d. Golden Gate Community Park Aquatic facility (water aerobics)
e. Golden Gate Community Park Fitness Center (for YMCA member usage)
f. Other County locations as the need may arise and with the mutual consent of the parties.
2. Use of shared Premises. The YMCA shall utilize the Shared Premises with the
County consistent with its normal business practices. The YMCA understands that they are
taking this shared space subject to the County's needs at the Shared Premises, and that in case of
conflict the County's use of these Shared Premises shall prevail.
3. Permissible Alternations and Additions to Premises. The YMCA may not make
any alterations or additions to the Shared Premises without obtaining County's prior written
consent, which consent may be withheld in the County's sole discretion.
4. Term ofAgreement. The term of this Agreement shall commence on the date first
above written, and unless terminated earlier by the Parties, shall be on at at -will, month -to -month
basis, with either party having the right to terminate any or all of the Shared Premises on 30
day's written notice.
5. Rent. The YMCA agrees to pay the County the sum of $1.00 per annum, in
advance, for each month of the term of this Agreement.
b. Net Agreement. The YMCA agrees to pay the County all actual costs, fees and
charges arising out of its use of the Shared Premises. The YMCA will indemnify and hold the
County harmless from any and all claims, costs and obligations arising from the YMCA's use of
the Shared Premises. In case any action or proceeding is brought against the County by reason
of the YMCA's use of the Shared Premises, the YMCA shall pay all costs, attorneys' fees,
expenses and liabilities resulting therefrom, and shall defend such action or ptrocecding if the
County shall so request, at the YMCA's expense, by counsel reasonably satisfactory to the
County. It is specifically agreed however, that the County may at its own cost and expense
participate in the legal defense of such claim, with legal counsel of its choosing. Any damage
cause to the Shared Premises directly relating to the use by the YMCA of the Shared Premises
shall be repaired by the YMCA, failing which the County may cause the same to be corrected
and the YMCA shall promptly reimburse the County for the expenses incurred by the YMCA,
together with a 5% administrative fee.
7. Liens and Mortgages, The YMCA shall not in any way encumber the Shared
Premises, and shall promptly remove any and all liens placed against the Shared Premises as a
result of its use.
8. Administration of the Agreement. The Executive Director of the YMCA and the
County Manager or his designee shall designate staff to work together to coordinate the
scheduling of YMCA events and activities so as to enable both the YMCA and the County to
deliver their respective programs effectively and efficiently. ^
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9. Access to Shared Premises. The County, its. duly authorized agents, contractors,
representatives and employees, shall have the unencumbered right to enter into and upon the
YMCA's portion of the Shared Premises.
10. Termination and Surrender. Unless otherwise mutually agreed by the Parties,
concurrent with the termination of the use of any of the Shared Premises, the YMCA shall
redeliver possession of the County in good condition and repair, and shall remove any of its
personal property, equipment, and signs.
11. Assignment. This Agreement is personal to the YMCA, and may not be assigned
by the YMCA in any manner without the express prior written consent of the County, which
consent may be withheld in the County's sole discretion. Any purported assignment or sublet
without the express written consent of the County shall be considered void from its inception,
and shall be grounds for the immediate termination of this Agreement.
12. Insurance.
a. The YMCA shall provide and maintain a Commercial General Liability
insurance policy, approved in writing by the County and the Collier County Risk Management
Department, for not less than One Million Dollars ($1,000,000.00) combined single limits during
the term of this Agreement. If such amounts are less than good insurance industry practice
would require, the County reserves the right to increase these insurance limits by providing the
YMCA with at least sixty (60) days' advance notice to do so.
b. In addition, the YMCA shall provide and maintain Worker's
Compensation Insurance covering all employees meeting the then existing Statutory Limits in
compliance with the applicable state and federal laws. The coverage shall include Employer's
Liability with a minimum limit of One Hundred Thousand and 00/100 Dollars ($100,000.00) per
each accident. If such amounts are less than good insurance industry practice would require, the
County reserves the right to increase these insurance limits by providing Lessee with at least
sixty (60) days' advance notice to do so.
C. The County shall be named as an additional insured on the Commercial
General Liability insurance policy. Evidence of such insurance shall be provided to the County
the Collier County Risk Management Department, 3311 East Tamiami Trail, Administration
Building, Naples, Florida, 34112, for approval prior to the commencement of this Agreement;
and shall include a provision requiring not less than ten (10) days prior written notice to the
County in the event of cancellation or changes in policy(ies) coverage. If such amounts are less
than good insurance practice would require, the County reserves the right to reasonably amend
their insurance requirements by issuance of notice in writing to the YMCA, whereupon receipt of
such notice the YMCA shall have thirty (30) days in which to obtain such additional insurance.
The issuer of any policy must have a Certificate of Authority to transact insurance business in the
State of Florida and must be rated "A" or better in the most current edition of Best's Insurance
Reports. Each insurer must be responsible and reputable and must have financial capacity
consistent with the risks covered. Each policy must contain an endorsement to the effect that the
issuer waives any claim or right of subrogation to recover against the County, its employees,
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representatives and agents. Failure to continuously abide with all of these insurance provisions
shall be deemed to be a material breach of this Agreement.
13. Defaults and Remedies. Should notice of termination of any of the Shared
Premises be given, and the YMCA thereafter holds over, the County, in addition to any other
rights and remedies it may have, shall have the immediate right to re -enter and remove all
individuals, entities and/or YMCA property from the Shared Premises. Such property may be
removed and stored in a public warehouse or elsewhere at the cost of and for the account of the
YMCA, all without service of notice or resort to legal process and without being deemed guilty
of trespass, or being liable for any loss or damage which may be occasioned thereby. In partial
consideration for the nominal rent charged to the YMCA, the YMCA hereby waives any claim it
may have to direct or indirect monetary damages it incurs as a result of the County's breach of
this Agreement, and also waives any claim it might have to attorneys' fees and costs arising out
of the County's breach of this Agreement.
Miscellaneous Legal Matters
14. This Agreement shall be construed by and controlled under the laws of the State
of Florida.
15. This Agreement contains the entire agreement of the Parties with respect to the
matters covered by this Agreement and no other agreement, statement or promise made any
party, or to any employee, officer or agent of any party, which is not contained in this Agreement
shall be binding or valid.
16. In the event state or federal laws are enacted after the execution of this
Agreement, which are applicable to and preclude in whole or in part the Parties' compliance with
the terms of this Agreement, then in such event this Agreement shall be modified or revoked as
is necessary to comply with such laws, in a manner which best reflects the intent of this
Agreement.
17. Except as otherwise provided herein, this Agreement shall only be amended by
mutual written consent of the Parties hereto or by their successors in interest. Notices hereunder
shall be given to the Parties set forth below and shall be made by hand delivery, facsimile;
overnight delivery or by regular mail. If given by regular mail, the notice shall be deemed to
have been given within a required time if deposited in the U.S. Mail, postage prepaid, within the
time limit. For the purpose of calculating time limits which run from the giving of a particular
notice the time shall be calculated from actual receipt of the notice. Time shall run only on
business days which, for purposes of this Agreement shall be any day other than a Saturday,
Sunday or legal public holiday. Notices shall be addressed as follows:
If to County: County Manager
Collier County Manager's Office
3299 East Tamiami Trail, Suite 202
Naples. Florida 34112
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CC: Real Property Management
3335 Tamiami Trail, Suite 101
Building W
Naples, Florida 34112
If to YMCA:Le_ ,� C
Notice shall be deemed to have been given on the next successive business day to the date of
the courier waybill if sent by nationally recognized overnight delivery service.
18. The YMCA is an independent contractor, and is not any agent or representative or
employee of the County. During the terns of this Agreement, neither the YMCA, nor anyone
acting on behalf of the YMCA, shall hold itself out as an employee, servant, representative or
agent of the County. Neither party will have the right or authority to bind the other party without
express written authorization of such other party to any obligation to any third party. No third
party is intended by the Parties to be a beneficiary of this Agreement or to have any rights to
enforce this Agreement against either party 'hereto or otherwise. Nothing contained in this
Agreement will constitute the Parties as partners or joint ventures for any purpose, it being the
express intention of the Parties that no such partnership or joint venture exists or will exist. The
YMCA acknowledges that the County is not providing any vacation time, sick pay, or other
welfare or retirement benefits normally associated with an employee- employer relationship and
that the County excludes the YMCA and its employees from participation in all health and
welfare benefit plans including vacation, sick leave, severance, life, accident, health and
disability insurance, deferred compensation, retirement and grievance rights or privileges.
19. Neither party to this Agreement will be liable for any delay in the performance of
any obligation under this Agreement or of any inability to perform an obligation under this
Agreement if and to the extent that such delay in performance or inability to perform is caused
by an event or circumstance beyond the reasonable control of and without the fault or negligence
of the party claiming Force Majeure. "Force Majeure" shall include an act of God, war (declared
or undeclared), sabotage, riot, insurrection, civil unrest or disturbance, military or guerrilla
action, economic sanction or embargo, civil strike, work stoppage, slow -down or lock -out,
explosion, fire, earthquake, abnormal weather condition, hurricane, flood, lightning, wind,
drought, and the binding order of any governmental authority.
20. The YMCA will not transport., use, store, maintain, generate, manufacture.
handle, dispose, release or discharge any Hazardous Materials upon or about the Shared
Premises, nor permit employees, representatives, agents, contractors, sub- contractors, sub -sub-
contractors, material men and/or suppliers to engage in such activities upon or about the Shared
Premises.
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21. In compliance with Section 404.055, Florida Statutes, all Parties are hereby made
aware of the following: Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to persons who are
exposed to it over time. Levels of radon that exceed federal and state guidelines have been found
in buildings in Florida. Additional information regarding radon and radon testing may be
obtained from your County Public Health Department.
22. The YMCA shall execute this Agreement prior to it being submitted for approval
by the Board of County Commissioners. This Agreement may be recorded by the County in the
Official Records of Collier County, Florida, within fourteen (14) days after the County enters
into this Agreement, at the YMCA's sole cost and expense.
IN WITNESS WHEREOF, the Parties have hereto executed this Agreement the day and
year first above written.
AS TO THE YMCA:
Witne si "
(Print Name and Title)
(print narrie)
Witness (signature)
(print name)
AS TO THE COUNTY:
ATTEST:
DWIGHT E. BROCK, Clerk
,Deputy Clerk
Approved as to form and legality:
Jeffrey A. Klatzkow, County Attorney
BOARD OF COUNTY COMMISSIONERS,
COLLIER COUNTY, FLORIDA
GEORGIA A. HILLER, CHAIRMAN
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