HomeMy WebLinkAboutYMCA of San Diego County - Maintenance & Operating Agreement - Las Palmas Pool and Camacho Recreation Center - 2013OPERATING AGREEMENT
LAS PALMAS POOL AND CAMACHO GYM RECREATION CENTER
This Operating Agreement is entered into between the CITY OF NATIONAL CITY, a municipal
corporation (CITY). and YMCA OF SAN DIEGO COUNTY, a California nonprofit, public
benefit corporation (YMCA), (collectively, the Parties) with reference to the following facts:
RECITALS
A. CITY owns the real property commonly known as Las Palmas Park, located in proximity
to Newell Street, between 20th Street and 22nd Street, National City, California, as further
described in Exhibit A and depicted on Exhibit B (the Park).
B. YMCA is an experienced human services organization, nationally recognized in aquatics
operations and wellness activities, and a well -respected charity in the greater San Diego
community.
C. CITY wishes to have YMCA operate those portions of the Park known as the Las Palmas
Pool and the Camacho Gym Recreation Center with YMCA programs serving the local
community.
NOW, THEREFORE, in consideration of the foregoing facts, and in consideration of the
promises and covenants hereinafter set forth, the parties agree as follows:
ARTICLE 1
TERM OF AGREEMENT
1.1 Term. The term of this Operating Agreement shall be Five (5) years, commencing on the
first day of the calendar month immediately following full execution of this Operating
Agreement (the Commencement Date) and terminating on the anniversary of the
Commencement Date five years thereafter. The Commencement Date shall be memorialized in
writing and such document shall be executed by both parties.
1.2 Option to Extend Term. If YMCA is not in default of any provision of this Operating
Agreement upon the expiration of the Term, YMCA may elect to extend the term of this
Operating Agreement for up to one additional five (5) year term. Should either party seek to
extend the term of this Operating Agreement after the initial five (5) year extension, the parties
may do so only upon mutual agreement.
1.3 Option to Terminate. YMCA shall have the option to terminate this Operating
Agreement, without cause, at any time after the first twelve (12) months after the
Commencement Date upon one -hundred eighty (180) days written notice to CITY. The City
shall have the option to terminate this Operating Agreement with cause, upon compliance with
the notice of default provision in Article 12.
1
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
1.4 Annual Reporting by YMCA. YMCA shall provide annual reports to the City denoting
National City participant numbers, total participant numbers, events coordinated, capital projects
completed, total joint use time, budget, next year operating and maintenance plan and fee
schedule, and any other pertinent statistics. YMCA shall provide City a written report on the first
ninety (90) days of operation within the first six months of this Operating Agreement, which
report shall include the same information as required in the annual report.
ARTICLE 2
PREMISES
2.1 Delivery of Possession. For the purpose of operating the Las Palmas Pool and the
Camacho Gym Recreation Center (the Premises) for the benefit of the citizens of National City,
CITY shall deliver exclusive possession of the Premises to YMCA, subject to the covenants and
conditions hereinafter set forth, on the Commencement Date.
2.2 Ownership of Personal Property and Improvements. The rights and obligations of the
parties regarding the ownership of personal property and improvements on the Premises shall be
as follows:
2.2.1 Ownership of Personal Property. All improvements existing on the Premises
(Improvements), together with all fixtures permanently attached to the Premises (Fixtures), as of
the Commencement Date shall remain the property of CITY during the Term. YMCA shall not
remove any Improvements or Fixtures from the Premises nor waste, destroy, or modify any
Improvements or Fixtures on the Premises, except as permitted by this Operating Agreement.
2.2.2 Ownership of Improvements and Fixtures. All of YMCA's furniture, furnishings,
signs, and other personal property not permanently affixed to the Premises (Personal Property)
shall remain the property of YMCA. YMCA shall, at its expense, repair any damage occasioned
to the Premises or any Improvements by reason of the removal of any Personal Property.
ARTICLE 3
PERMITTED USE
3.1 Permitted Uses. YMCA shall operate the Premises by providing for and facilitating the
activities listed on the attached Exhibit C. which may be amended or replaced from time -to -time
by agreement of the authorized representatives of the parties.
3.2 Use by Others. The YMCA may allow short term use of the Premises to other groups or
organizations, subject to fees as imposed by YMCA. YMCA agrees to work with the Lions Club
of National City to accommodate the OneSight annual program historically held at the Camacho
Gym Recreation Center.
3.3 Consideration. YMCA's performance under this Operating Agreement shall serve as the
sole consideration due CITY for YMCA's right to use and operate the Premises. YMCA may, in
its sole discretion, charge for the use of the Premises and retain any and all remuneration
collected.
2
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
3.4 CITY Residents. Participants seeking day use of the Premises who prove to YMCA's
satisfaction that they are Residents of CITY shall not be required to become members of YMCA
and shall be offered day use at a reduced rate.
3.5. Financial Assistance. As a charitable organization, YMCA offers financial assistance to
qualified participants subject to the availability of funds. YMCA shall extend financial
assistance to participants at the Premises under the same terms and conditions as applied to other
YMCA facilities.
3.6 Compliance with Laws. YMCA, at its sole expense, shall procure, maintain and hold
available for C1TY's inspection any governmental license or permit required for the proper and
lawful conduct of YMCA's operation of the Premises. YMCA shall not use the Premises for any
use or purpose in violation of the laws of the United States of America, or the laws, ordinances,
regulations, orders or requirements of the State of California, the County of San Diego, the
CITY, or of other lawful authorities. YMCA shall, at its expense, comply promptly with all
applicable statutes, laws, ordinances, rules, regulations, orders, covenants and restrictions of
record, and requirements in effect during the Term (Laws or Orders), regulating the use by
YMCA of the Premises.
3.7 CITY Employees and Contract Instructors. All CITY employees and contract instructors
currently working at the Premises who formally apply for employment with the YMCA for work
at the Premises will be given due consideration and are guaranteed an interview.
ARTICLE 4
UTILITIES
4.1 Utility Services. YMCA shall be responsible for maintaining utility services to the
Premises, and shall provide and pay for all utilities or services necessary for its use and operation
of the Premises during the Term, including but not limited to gas, water, electricity, trash, sewer
charges and telephone. YMCA shall pay directly to the applicable utility company such charges,
and CITY shall have no obligation to pay for such utility services.
ARTICLE 5
REPAIRS; MAINTENANCE
5.1 YMCA's Repair and Maintenance Obligations. YMCA acknowledges that it has made a
thorough inspection of the Premises and that it accepts the Premises "as -is" as of the
Commencement Date, subject to the list of deferred maintenance items, attached as Exhibit D.
To remediate some of those deferred maintenance items, CITY shall deposit with YMCA the
sum of Two Hundred Fifty Thousand Dollars ($250,000.00) on the Commencement Date.
YMCA shall pay for the costs of remediation of as many items on Exhibit D as it, in its sole
discretion. deems possible using all of the deposited funds. YMCA shall give safety of the public
the highest priority in deciding what items to remediate. YMCA shall expend the deposited funds
no later than nine (9) months following the Commencement Date. YMCA shall provide an
3
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
accounting of all expenditures made related to the remediation of the deferred maintenance items
within 30 days following the exhaustion of the deposited funds, but in any event, no later than 12
months following the Commencement Date. YMCA shall provide receipts, documents, and/or
contracts for all remediation using CITY funds upon request by CITY. YMCA shall comply with
all applicable state and/or local procurement and contracting requirements.
Thereafter, YMCA shall, at its own cost and expense, repair, maintain in good and tenantable
condition, ordinary wear and tear excepted, and replace, as necessary, the Premises; provided,
however. that the sum of such costs and expenses shall not exceed Two Hundred Fifty Thousand
Dollars ($250,000.00) during the Term, and shall not exceed Fifty Thousand Dollars
($50,000.00) during any one year of the Term.
YMCA's obligations hereunder shall apply regardless of whether the repairs, restorations, and
replacements are ordinary or extraordinary, foreseeable or unforeseeable, capital or noncapital,
or the fault or not the fault of YMCA, its agents, employees, invitees, visitors, or contractors.
All replacements made by YMCA shall be of like size, kind, and quality to the items replaced.
5.2 CITY's Right to Inspect; CITY Not Obligated to Repair or Maintain. YMCA shall
permit CITY to enter the Premises at all times during usual hours of operation to inspect the
same, provided, however, that such entry shall not unreasonably interfere with YMCA's
operation of the Premises. Nothing contained in this Article 5, however, shall be construed as
creating any duty on the part of CITY to do any work which, under any provision of this
Operating Agreement, YMCA may be required to do.
5.3 Prevailing Wages. YMCA shall, as obligated by law, pay prevailing wages for work
performed on the Premises.
ARTICLE 6
ALTERATIONS
6.1 Alterations. YMCA may, at its sole cost and expense, make such alterations,
replacements, additions, or changes to the Premises, or may construct additional improvements
on the Premises, as YMCA may find necessary or convenient for its operation of the Premises in
accordance with construction plans submitted to and approved by the CITY.
6.2 Construction Permits and Licenses. YMCA shall procure, at its sole cost and expense, all
permits and licenses that are or may now or in the future become necessary or required from any
local governmental agency for the proposed construction of any Alterations.
6.3 As -Built Plans. Within sixty (60) days following a request from the CITY, YMCA, its
Engineer or Architect shall furnish CITY with a complete set of "As -Built" plans of any
Alteration.
4
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
ARTICLE 7
MECHANICS' LIENS; STOP NOTICES
7.1 Mechanics' Liens; Stop Notices. YMCA shall pay, or cause to be paid, the total cost and
expense of all works of improvement, as that phrase is defined in the Mechanics Lien Law in
effect at the place of construction, done by it, or caused to be done by it, on the Premises, and for
all materials furnished for or in connection with any such work. If any lien or stop notice is filed
against the Premises, YMCA shall cause the lien or stop notice to be discharged of record within
one hundred eighty (180) days after it is filed. YMCA shall indemnify, defend, and hold CITY
harmless from any and all liability, loss, damage, costs, attorneys' fees and all other expenses on
account of claims of lien of laborers or materialmen or others for work performed or materials or
supplies furnished for YMCA or persons claiming under YMCA.
7.2 Notice of Lien or Stop Notice. Should any claim of lien or stop notice related to
YMCA's work of improvement of the Premises be filed against the Premises or any action be
filed against the Premises or any action affecting the title to such property be commenced, the
party receiving notice of such lien or stop notice or action shall immediately give the other party
written notice thereof.
7.3 Notice of Nonresponsibility. CITY or its representatives shall have the right to post and
keep posted on the Premises notices of nonresponsibility or such other notices which CITY may
deem to be proper for the protection of CITY's interest in the Premises. YMCA shall, before the
commencement of any work which might result in any such lien or stop notice, give to CITY
written notice of its intention to do so in sufficient time to enable posting of such notices.
ARTICLE 8
TAXES
8.1 Definition. "Taxes" shall mean all taxes, governmental bonds, special assessments,
charges, or transfer taxes, license and transaction fees, including, but not limited to, (i) any state,
local, federal income tax, or any real or personal property tax, (ii) increases in taxes attributable
to YMCA's operation of the Premises, or (iii) any taxes which are essentially payments to a
governmental agency, other than CITY, for the right to make improvements to the Premises.
YMCA recognizes and agrees that this agreement may create a possessory interest subject to
property taxation and that YMCA may be subject to the payment of taxes levied on such interest.
YMCA agrees to pay, before delinquency, all taxes, assessments and fees assessed or levied
upon the Premises.
8.2 Responsibility for Payment of Taxes. CITY shall not be obligated to pay any Taxes
accruing against YMCA on the Premises or any interest of YMCA therein before, during the
Term, or any extension thereof; all such payments shall be the sole responsibility of YMCA. In
addition, YMCA shall be solely responsible for payment of any Taxes levied upon any
Improvements, Fixtures or Personal Property located on the Premises, to the extent that such
Taxes result from the operations or other activities of YMCA upon, or in connection with, the
Premises.
5
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
ARTICLE 9
INDEMNIFICATION AND INSURANCE
9.1 YMCA's Indemnity. CITY shall not be liable for, and YMCA shall defend and indemnify
CITY and the employees and agents of CITY (CITY Parties), against any and all claims,
liability, damages, or costs (Claims) related to YMCA's improvement, operation or use of the
Premises and arising either directly or indirectly from any act, error, omission or negligence of
YMCA or its contractors, licensees, invitees, members, agents, servants or employees. YMCA
shall have no obligation, however, to defend or indemnify CITY Parties from a Claim if it is
determined by a court of competent jurisdiction that such Claim was caused by the sole
negligence or willful misconduct of CITY Parties.
9.2 CITY's Indemnity. YMCA shall not be liable for, and CITY shall defend and indemnify
YMCA and the employees and agents of YMCA (YMCA Parties), against any and all claims,
liability, damages, or costs (Claims) related to CITY's improvement, operation, or use of the
Park, excluding the Premises, and arising either directly or indirectly from any act, error,
omission or negligence of CITY or its contractors, licensees, invitees, members. agents, servants
or employees. The CITY shall have no obligation to defend or indemnify YMCA Parties for
Claims related to the Premises. CITY shall have no obligation. however, to defend or indemnify
YMCA Parties from a Claim if it is determined by a court of competent jurisdiction that such
Claim was caused by the sole negligence or willful misconduct of YMCA Parties.
9.3 Covered Claims. The obligations of YMCA and CITY hereunder to indemnify, defend and
hold each other harmless shall not apply to the extent that insurance carried by YMCA or CITY,
other than any program of self-insurance carried by either party, covers any Claim.
9. 4 Insurance Obligations.
The YMCA, at its sole cost and expense, shall purchase and maintain, when applicable,
to purchase and maintain throughout the term of this Agreement, the following checked
insurance policies:
A. ❑ If checked, Professional Liability Insurance (errors and
omissions) with minimum limits of $1,000,000 per occurrence.
B. Automobile Insurance covering all bodily injury and property damage
incurred during the performance of this Agreement, with a minimum coverage of $1,000,000
combined single limit per accident. Such automobile insurance shall include owned, non -owned,
and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and
employees as additional insureds, and a separate additional insured endorsement shall be
provided.
C. Commercial General Liability Insurance, with minimum limits of
$2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property
damage arising out of its operations under this Agreement. The policy shall name the CITY and
its officers, agents and employees as additional insureds, and a separate additional insured
endorsement shall be provided. The general aggregate limit must apply solely to this "project"
or "location".
6
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
D. Workers' Compensation Insurance in an amount sufficient to meet
statutory requirements covering all of YMCA's employees and employers' liability insurance
with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a
waiver of subrogation in favor of the City. Said endorsement shall be provided prior to
commencement of work under this Agreement.
If YMCA has no employees subject to the California Workers'
Compensation and Labor laws, YMCA shall execute a Declaration to that effect. Said
Declaration shall be provided to YMCA by CITY.
E. The aforesaid policies shall constitute primary insurance as to the CITY,
its officers, employees, and volunteers, so that any other policies held by the CITY shall not
contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior
written notice to the CITY of cancellation or material change.
F. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the YMCA shall maintain such insurance coverage for three years after
expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must
be on or before the date of this Agreement.
G. Insurance shall be written with only California admitted companies that
hold a current policy holder's alphabetic and financial size category rating of not less than A VIII
according to the current Best's Key Rating Guide, or a company equal financial stability that is
approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted
"surplus lines" carriers, they must be included on the most recent California List of Eligible
Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements.
H. This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by
the CITY'S Risk Manager. If the YMCA does not keep all of such insurance policies in full
force and effect at all times during the terms of this Agreement, the CITY may elect to treat the
failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement as provided herein.
1. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY.
ARTICLE 10
HAZARDOUS MATERIALS
10.1 Hazardous Materials Laws -Definition. As used in this Article, the term "Hazardous
Materials' Laws" means any and all federal, state or local laws or ordinances, rules, decrees,
orders, regulations or court decisions (including the so-called "common law"), including without
limitation the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended (42 U.S.C., sec.9601 et seq.), the Hazardous Materials Transportation Act, as
amended (49 U.S.C., sec.1801 et seq.), and the Resource Conservation and Recovery Act of
1976, as amended (42 U.S.C., sec. 6901 et seq.), relating to hazardous substances, hazardous
7
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
materials, hazardous waste, toxic substances, environmental conditions on, under or about the
Premises. soil and ground water conditions or other similar substances or conditions.
10.2 Hazardous Materials - Definition. As used in this Section the term "Hazardous
Materials" means any chemical, compound, material, substance or other matter that:
a. is a flammable, explosive, asbestos, radioactive nuclear medicine, vaccine, bacteria,
virus, hazardous waste, toxic, overtly injurious or potentially injurious material, whether
injurious or potentially injurious by itself or in combination with other materials;
b. is controlled, referred to, designated in or governed by any Hazardous Materials Laws;
c. gives rise to any reporting, notice or publication requirements under any Hazardous
Materials Laws, or
d. is any other material or substance giving rise to any liability, responsibility or duty
upon the CITY or YMCA with respect to any third person under any Hazardous Materials Law.
10.3 YMCA's Representations and Warranties. YMCA represents and warrants that, during
the Term or any extension thereof, YMCA shall comply with the following provisions of this
Section unless otherwise specifically approved in writing by CITY, subject to the terms and
conditions of YMCA's maintenance obligations provided elsewhere in this Operating
Agreement:
a. YMCA shall not cause or permit any Hazardous Materials to be brought, kept or used
in or about the Premises by YMCA, its agents, employees, assigns, contractors or invitees,
except as required by YMCA's permitted use of the Premises in the normal course of operations;
b. Any handling, transportation, storage, treatment or usage by YMCA of Hazardous
Materials that is to occur on the Premises following the Commencement Date shall be in
compliance with all applicable Hazardous Materials Laws;
c. Any leaks, spills, release, discharge, emission or disposal of Hazardous Materials
which may occur on the Premises following the Commencement Date shall be promptly and
thoroughly cleaned and removed from the Premises by YMCA at its sole expense, and any such
discharge shall be promptly reported in writing to CITY, and to any other appropriate
governmental regulatory authorities;
d. No friable asbestos shall be constructed, placed on, deposited, stored, disposed of, or
located by YMCA in the Premises;
e. No underground improvements, including but not limited to treatment or storage tanks,
or water, gas or oil wells shall be located by YMCA on the Premises without CITY's prior
written consent;
f. YMCA shall conduct and complete all investigations, studies, sampling, and testing
procedures and all remedial, removal, and other actions necessary to clean up and remove all
Hazardous Materials on, from, or affecting the Premises in accordance with all applicable
Hazardous Materials' Laws and to the satisfaction of CITY:
g. YMCA shall promptly supply C1TY with copies of all notices, reports,
correspondence, and submissions made by YMCA to the United States Environmental Protection
Agency, the United Occupational Safety and Health Administration, and any other local, state or
federal authority which requires submission of any information concerning environmental
matters or hazardous wastes or substances pursuant to applicable Hazardous Materials' Laws;
and
8
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
h. YMCA shall promptly notify CITY of any liens threatened or attached against the
Premises pursuant to any Hazardous Materials' Law. If such a lien is filed against the Premises,
then, within the earlier of (i) twenty (20) days following such filing, or (ii) before any
governmental authority commences proceedings to sell the Premises pursuant to the lien, YMCA
shall either: (a) pay the claim and remove the lien from the Premises, or (b) furnish either (1) a
bond or cash deposit reasonably satisfactory to CITY in an amount not less than the claim from
which the lien arises, or (2) other security satisfactory to CITY in an amount not less than that
which is sufficient to discharge the claim from which the lien arises. At the end of this
Operating Agreement, YMCA shall surrender the Premises to CITY free of any and all
Hazardous Materials and in compliance with all Hazardous Materials' Laws affecting the
Premises.
ARTICLE 11
ASSIGNMENT
11.1 CITY's Consent Required. YMCA shall not voluntarily or involuntarily assign or
otherwise transfer all or any portion of its rights and duties under this Operating Agreement
without CITY's prior written consent. Any attempted assignment or transfer without CITY's prior
written consent shall be void.
ARTICLE 12
DEFAULTS BY YMCA; REMEDIES
12.1 Events of Default: Remedies. If YMCA neglects or fails to perform or observe any of its
obligations under the terms, covenants. or conditions contained in this Operating Agreement
within thirty (30) days after written notice of default or, when more than thirty (30) days shall be
required because of the nature of the default, if YMCA fails to cure such default after written
notice thereof, then YMCA shall be liable to CITY for any and all damages sustained by CITY
as a result of YMCA's breach and CITY may terminate this agreement.
ARTICLE 13
DEFAULTS BY CITY; REMEDIES
13.1 Events of Default; Remedies. If CITY neglects or fails to perform or observe any of its
obligations under the terms, covenants, or conditions contained in this Operating Agreement
within thirty (30) days after written notice of default or, when more than thirty (30) days shall be
required because of the nature of the default, if CITY fails to cure such default after written
notice thereof, then CITY shall be liable to YMCA for any and all damages sustained by YMCA
as a result of CITY's breach and YMCA may terminate this agreement.
ARTICLE 14
ABANDONMENT
14.1 Abandonment. YMCA shall not vacate or abandon the Premises at any time during the
Term nor permit the Premises to remain unoccupied for a period of longer than five (5)
9
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
consecutive days during the term of this Operating Agreement. These provisions shall not apply
if the Premises are closed and operation is temporarily discontinued therein on account of strikes,
lockouts, or similar causes beyond the reasonable control of YMCA.
ARTICLE 15
DAMAGE OR DESTRUCTION
15.1 YMCAs Duty to Repair Casualty. Except as provided in this article and subject to the
terms and conditions of YMCA's maintenance obligations provided elsewhere in this Operating
Agreement, should the Premises be damaged by fire, earthquake, or any other identifiable event
of a sudden, unexpected, or unusual nature (Casualty), YMCA, at YMCA's sole cost and
expense, shall, as expeditiously as reasonably possible, repair any damages to the Premises, and
repair, restore and replace any such damaged or destroyed Fixtures, Improvements or Personal
Property.
15.2 Construction Provisions. In the event of any reconstruction of the Premises, Fixtures or
Improvements required of YMCA pursuant to this Article, YMCA shall repair the Premises, and
repair or rebuild such Fixtures and Improvements, to substantially the same condition they were
in immediately preceding such Casualty.
15.3 No Abatement. In the event of reconstruction, replacement or repair by YMCA pursuant
to this Article, YMCA shall continue its operations on the Premises during any such period to the
extent reasonably practicable from the standpoint of prudent business management, and in
continuing compliance with applicable laws and regulations. YMCA shall not be entitled to any
compensation or damages from CITY for loss of use of the whole or any part of the Premises,
YMCA's Personal Property, or any inconvenience or annoyance occasioned by such damage,
reconstruction or replacement.
15.4 Major Destruction. Notwithstanding any of the foregoing provisions of this Article to the
contrary, if, at any time after the Commencement Date, (i) the Improvements are damaged or
destroyed to the extent of more than twenty-five percent (25%) of their replacement cost, or (ii)
the damage is such that the Improvements cannot be repaired and restored within one hundred
and eighty (180) days after the Casualty, then YMCA shall have the right to terminate this
Operating Agreement upon thirty (30) days' prior written notice to CITY.
ARTICLE 16
EMINENT DOMAIN
16.1 Condemnation. If all of the Premises is taken under eminent domain proceedings by a
party other than CITY, or, if less than all of the Premises is taken under such proceeding and the
part taken substantially impairs the ability of YMCA to use the remainder of the Premises for the
purposes permitted by this Operating Agreement, then YMCA may terminate this Operating
Agreement as of the date that the condemning authority takes possession by delivery of written
notice of such election within twenty (20) days after YMCA has been notified of the taking or, in
10
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
the absence thereof, within twenty (20) days after the condemning authority shall have taken
possession.
16.2 Continuation of Operating Agreement After Condemnation. If this Operating Agreement
is not terminated by YMCA, it shall remain in full force and effect as to any portion of the
Premises remaining, and this Operating Agreement will end as of the date possession of the part
taken by the public entity as to the part of the Premises that is taken.
16.3 Award. All monies awarded in any condemnation shall belong to the CITY. CITY shall
have no liability to YMCA for any award not provided by the condemning authority.
ARTICLE 17
SALE OR MORTGAGE BY CITY
17.1 Sale or Mortgage. Subject to YMCA's rights under this Operating Agreement, CITY
may, pursuant to existing and subsequently enacted CITY ordinances and State laws, at any time
and without the consent of YMCA, sell, purchase, exchange, transfer, assign, lease, encumber or
convey CITY's interest in whole or in part, in the Park (collectively referred to in this Article as a
"Sale"). CITY shall provide to YMCA written notice of CITY's intent to a Sale pursuant to this
Article at least ninety (90) days prior to said proposed transfer.
17.2 Release on Sale. From and after a Sale of CITY's entire interest in the Premises, CITY
shall be release from all liability to YMCA and YMCA's successors and assigns arising from this
Operating Agreement because of any act, occurrence or omission of CITY occurring after such
Sale.
17.3 Right of First Refusal. Should CITY enter into a contract for a Sale, YMCA shall have
the first right to take the place of the purchaser in such transaction. Should YMCA decline to
exercise its right under this provision, and CITY thereafter modify any of the terms of the Sale,
YMCA's right under this provision shall be to the modified Sale, and shall continue with any
subsequent modification
ARTICLE 18
SUBORDINATION; ATTORNMENT
18.1 Subordination. Without the necessity of any other document being executed and
delivered by YMCA, this Operating Agreement is and shall be junior, subject and subordinate to
any existing or future permits or approvals issued by the United States of America or any local,
State or federal agency affecting the control or operation of the Premises; YMCA shall be bound
by the terms and provisions of such permits or approvals. In addition, this Operating Agreement
is and shall also be subject, subordinate and junior to all mortgages, deeds of trust, and other
security instruments of any kind covering the Premises, or any portion thereof, as of the
Commencement Date of this Operating Agreement.
18.2 Attornment. If any proceedings are brought for foreclosure, or in the event of the
exercise of the power of sale under any mortgage or deed of trust made by CITY covering the
11
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
Premises, YMCA shall attorn to the purchaser upon any such foreclosure or sale and recognize
such purchaser as owner under this Operating Agreement. The CITY and any successor in
interest to CITY shall not unreasonably impair, harass, or interfere with the business operations
of YMCA on the Premises during the foreclosure process or upon taking ownership of the
underlying fee title of said Premises.
ARTICLE 19
CITY'S RIGHT OF ACCESS
19.1 Right of Entry. CITY, its agents, employees, and contractors may enter the Premises at
any time in response to an emergency, and, at reasonable hours, upon prior reasonable notice to
YMCA, to (a) inspect the Premises and Improvements; (b) determine whether YMCA is
complying with its obligations in this Operating Agreement (including its obligations with
respect to compliance with Hazardous Materials Laws); (c) post notices of nonresponsibility or
similar notices; (d) inspect the progress of construction of any improvement; or (e) make repairs
that this Operating Agreement requires or allows CITY to make, or make repairs to any
adjoining space or utility services, or make repairs, alterations, or improvements to any other
portion of the Premises; provided, however, that all work will be done as promptly as reasonably
possible and so as to cause as little interference to YMCA as reasonably possible.
ARTICLE 20
NOTICES
20.1 Notices. Whenever in this Operating Agreement it shall be required or permitted that
notice or demand be given or served by either party to this Operating Agreement to or on the
other, such notice or demand shall be in writing, mailed or personally delivered to the other party
at the addresses specified below. Mailed notices shall be sent by United States Postal Service,
postage prepaid and shall be deemed to have been given, delivered and received three (3)
business days after the date such notice or other communication is posted by the United States
Postal Service. All other such notices or other communications shall be deemed given, delivered
and received upon actual receipt. Either party may, by written notice delivered pursuant to this
provision, at any time designate a different address to which notices shall be sent.
Lessor: CITY OF NATIONAL CITY
City Manager
City of National City
1243 National City Boulevard
National City, CA 91950-4301
Lessee: YMCA OF SAN DIEGO COUNTY
President
YMCA of San Diego County
3708 Ruffin Road
San Diego, CA 92123-1812
12
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
ARTICLE 21
NONDISCRIMINATION
21.1 Nondiscrimination. YMCA hereby covenants by and for itself, its successors, assigns and
all persons claiming under or through it, that this Operating Agreement is made and accepted
upon and subject to the condition that there shall be no discrimination against, or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, marital status,
national origin or ancestry in the use, operation, or enjoyment of the Premises.
ARTICLE 22
RECORDS. ACCOUNTS AND AUDITS
22.1 YMCA's Duty to Keep Records. YMCA shall, at all times during the Term, and for a
period of five (5) years following expiration or earlier termination of this Operating Agreement,
keep or cause to be kept, true and complete books, records and accounts of all (i) construction
undertaken pursuant to the rights conferred on YMCA under this Operating Agreement, and (ii)
financial transactions in the operation of all business activities, of whatever nature, conducted
pursuant to the rights granted by this Operating Agreement. Such records shall also include the
source and disposition of all trash and other waste collected and disposed of by YMCA in the
operation of its business. Said records must be supported by source documents such as sales
slips, cash register tapes, purchase invoices or other pertinent documents.
22.2 CITY's Right to Audit. All YMCA's books or accounts and records shall be kept and
made available at one location within the limits of the County of San Diego. CITY shall have
the right at any reasonable time to examine and perform audits of YMCA's records pertaining to
(i) construction undertaken pursuant to the rights conferred on YMCA under this Operating
Agreement, and (ii) its operations on the Premises, including, without limitation, any records
pertaining to YMCAs use of utilities on the Premises. The cost of said audits shall be borne by
CITY; however, YMCA shall provide to CITY at YMCA's expense, necessary data to enable
CITY to fully comply with each and every requirement of the State of California or by the
United States of America for information or reports relating to this Operating Agreement and to
YMCA's use of the Premises.
ARTICLE 23
GENERAL PROVISIONS
23.1 Authority. YMCA represents and warrants that it has full power and authority to execute
and fully perform its obligations under this Operating Agreement pursuant to its governing
instruments, without the need for any further action, and that the person executing this Operating
Agreement on behalf of YMCA is the duly designated agent of YMCA and is authorized to do
so.
23.2 Captions. The captions and headings appearing in this Operating Agreement are inserted
for convenience only and in no way define, limit, construe, or describe the scope or intent of the
provisions of this Operating Agreement.
13
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
23.2 CITY Approval. Except where stated herein to the contrary, the phrases "CITY's
approval," and "CITY's written approval" or such similar phrases shall mean approval of the City
Manager of National City or said person's representative as authorized by said person in writing,
which approval shall not be unreasonably withheld.
23.2 Cumulative Remedies. In the event of a default under this Operating Agreement, each
party's remedies shall be limited to those remedies set forth in this Operating Agreement; any
such remedies are cumulative and not exclusive of any other remedies under this Operating
Agreement to which the non -defaulting party may be entitled.
23.3 Entire Agreement. This Operating Agreement, together with all addenda, exhibits and
riders attached hereto, constitutes the entire agreement between the parties with respect to the
subject matter hereof, and all prior or contemporaneous agreements, understandings and
representations, oral or written, are superseded.
23.4 Exhibits. All exhibits referred to herein are attached hereto and incorporated by
reference:
Exhibit A: Description of the Park
Exhibit B: Map of the Premises
Exhibit C: Schedule of Proposed Programs
Exhibit D: Deferred Maintenance
23.5 Force Majeure. If either party is prevented or delayed from performing any act or
discharging any obligation hereunder, because of any and all causes beyond either party's
reasonable control, including unusual delays in deliveries, abnormally adverse weather
conditions, unavoidable casualties, strikes, labor disputes, inability to obtain labor, materials or
equipment, acts of God, governmental restrictions, regulations or controls, any hostile
government actions, civil commotion and fire or other casualty, legal actions attacking the
validity of this Operating Agreement or the CITY's or YMCA's operations of the Premises, or
any other casualties beyond the reasonable control of either party ("Force Majeure"),
performance of such act shall be excused for the period of such delay, and the period for
performance of such act shall be extended for a period equivalent to the period of such delay.
Force Majeure shall not include any bankruptcy, insolvency, or other financial inability on the
part of either party hereto.
23.6 Governing Law. This Operating Agreement shall be governed, construed and enforced in
accordance with the laws of the State of California.
23.7 Independent Contractor. YMCA acknowledges that it is an independent contractor; that
it alone retains control of the manner of conducting its activities in furtherance of this Operating
Agreement; and that it, as well as any persons, contractors or agents it may employ, are not
employees of CITY for any purpose.
14
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
23.8 Interpretation. The provisions of this Agreement shall be liberally construed to
effectuate its purpose. The language of all parts of this Agreement shall be construed simply
according to its plain meaning and shall not be construed for or against either party.
23.9 YMCA's Operating Agreement Administration. YMCA confirms that YMCA's
Operating Agreement Administrator has been given full operational responsibility for
compliance with the terms of this Operating Agreement. YMCA shall provide CITY with a
written schedule of its normal hours of business operation on the Premises, and YMCA's
Operating Agreement Administrator or a representative designated thereby shall be available to
CITY during YMCA's normal business hours, to resolve problems or answer question pertaining
to this Operating Agreement and YMCA's operations on the Premises.
23.10 Modification. The provisions of this Operating Agreement may not be modified, except
by a written amendment signed by both parties.
23.11 Partial Invalidity. If any provision of this Operating Agreement is determined by a court
of competent jurisdiction to be invalid or unenforceable, the remainder of this Operating
Agreement shall not be affected thereby. Each provision shall be valid and enforceable to the
fullest extent permitted by law.
23.12 Successors & Assigns. This Operating Agreement shall be binding on and inure to the
benefit of the parties and their successors and assigns, except as may otherwise be provided
herein. YMCA shall not assign this agreement to any other party unless approved in writing by
CITY.
23.13 Time of Essence. Time is of the essence of each and every provision of this Operating
Agreement.
23.14 Waiver. No provision of this Operating Agreement or the breach thereof shall be deemed
waived, except by written consent of the party against whom the waiver is claimed.
IN WITNESS WHEREOF, the CITY and YMCA have duly executed this Operating Agreement
as of the day and year first above written.
Date: 10
YMCA OF SAN D EGO COUNTY
a California nonpr.fit, puic'be;efi corporation
By.
Bar.Ierdeli J oherty, sident & CEO
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
15
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
Date: told1I5
Date: 10
THE CITY OF NATIONAL CITY
a municipal corporation
By:
Leslie Deese, City Manager
Ap', oved as to form:
I 411
Cl. lCity Attorney
16
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
EXHIBITA
DESCRIPTION OF THE PARK
LAS PALMAS PARK & CAMACHO RECREATION CENTER
1810 E. 22nd St. (619) 336-6756
Las Palmas Park is30 acres with a swimming pool, ball fields, tennis courts, picnic areas, playground
equipment and Recreation Center/gymnasium. Camacho Recreation Center contains a gymnasium with
basketball courts, bleachers and scoreboard. In addition, there are three classrooms, one large office,
multiple storage closets, men and women's restrooms, and a janitor's closet.
NATIONAL CITY MUNICIPAL POOL
1800 E. 22nd St. (619) 336-6758
Main pool is 50 meters by 19.8 meters (8 lanes of 50 meters) including one 3 meter diving board (9.8
feet) and two 1 meter diving boards.
Activity pool is 70 feet long and at its widest it is 45 feet wide with a total area of 81,000 square feet. It
has 4 different spray features and a 16 foot high slide with a ride length of 134.58'. The locker rooms
are enclosed by a high wall and have a large changing area. There is a main pump room adjacent to the
pool along with multiple storage rooms.
17
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
City Boundary
Lease Boundary
Las Palmas Park
EXHIBIT "B"
I I I I Feet
0 75 150 300
Exhibit 'B'
APN:
561-360-51-00
2.26.13
EXHIBIT C
SCHEDULE OF PROPOSED PROGRAMS FOR LAS PALMAS YMCA
The following is a list of possible programs that, based upon community need and input, may be
operated at the Las Palmas Park site; which includes Camacho Gymnasium and Las Palmas Pool.
PROGRAM
SEASON
AGE RANGE
Progressive swim lessons
Year round
3 years to 12 years
Private swim lessons
Year round/as requested
5 years and up (including adults)
Water polo/Wet ball
Year round
8 years to $14 years
SPLASH! Week (5-30 minute swim
lessons)
Spring break (1-2
weeks/as needed)
3 years to 12 years
Parent -child swim lessons
Year round
6 months to 3 years
Masters Swim
Year round
18 years and up
Lap swim
Year round
Must be able to pass the swim
test
Youth Sports (may include basketball,
flag football, soccer, volleyball, tennis,
footsol)
Year round (or as
requested by the
community)
4 years to 16 years
Pee -wee sports (soccer, t-ball, multi-
sport)
Year round
3 years to 5 years
Martial Arts (may include Tae Kwon
Do, Jiu Jitsu, and/or Capoiera
Year round
4 years and up (including adults)
Gymnastics (parent/child)
Year round
18 months to 3 years
Dance (such as Ballet, Jazz, Hip Hop) &
Kids Fitness Programs
Year Round
3 years and up
Tumbling (various levels)
Year round
8 years to 17 years
Group Exercise classes (may include
Senior Exercise programs, Water
Exercise, Zumba, Yoga, Pilates, group
indoor cycling, interval training, step
Year round
12 years and up
19
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
aerobics, cardio kick boxing)
Specialized group exercise programs
(may include Team Challenge, Boot
Camp, TRX training, sport specific
conditioning)
Year round
12 years and up
Day Camp
During school breaks and
school holidays
5 years to 14 years
Family Programming (May include
Family Health & Wellness, Family
Nights, and other family events)
Year Round
Families
Teen Programs (such as Adventure
Camps, ESC, Youth & Government and
Leadership Development)
Year Round
Seasonal
Teens
Various Community Events and Classes
such as CPR/First Aid, Lifeguarding,
Healthy Kids Day
Year Round
Youth, Teens and Families
*These programs may be potential member benefits/included as part of a membership to the YMCA.
CITY USE OF PREMISES
City Use of Premises (Provided at
Up to 5 Events per year
Varies
no cost except for direct costs such
including Movie in the Park
as Lifeguards)
and National Night Out (upon
mutual written agreement &
schedule)
Various Community Meetings
Upon Mutual Written
Varies
Agreement & Schedule
20
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
EXHIBIT D
DEFERRED MAINTENANCE
Las Palmas Pool
• Replace Water Slide Booster Pump and necessary plumbing.
• Upgrade natural gas supply to meet BTU demand.
• Repair and/or Replace leaky valves for Recreation pool filters.
• Replace chemical feed tubes and connectors.
• Remove and replace the competition pool expansion joints which requires draining and filling
the pool, new chemicals to balance the water and labor for brushing and vacuuming while
balancing the water.
• Replace broken and missing coping tiles in competition pool.
• Polish competition pool tiles lane lines.
• Re -plaster Recreation pool.
• Repair miscellaneous deck equipment.
• Replace competition pool starting platforms.
• Repaint Recreation pool's spraybow feature
• Replace non-functional pool lights in both the Competition pool and Recreation pool.
• Replace pool covers.
• Confirm conformance to Virginia Graeme Baker Act.
• Replace existing pool deck.
• Flush out Pool Deck Drain Lines.
• Sand and Paint various exterior eves.
• Repair and/or replace bench seats at various locations.
• Replace Door & Frame at pool equipment room.
• Adjust & replace threshold at Aquatics Lobby Door.
• Service Shower Valves.
• P Trap Pads (ADA).
Camacho Gym Recreation Center
• Remove debris from roof drains.
• Install 5' Cap Sheet at Perimeter Roof.
• Repair Miscellaneous Roof Penetrations.
• Demolish and Install new Sheet Metal/Flashing.
• Trim Trees hanging over gym roof.
• Replace Closures and adjust swing on Gym Doors.
• Sand and paint various wood doors.
• Secure Drinking Fountain to the Wall.
• Seal up Roof Top Duct Work.
Estimated Total Cost for Deferred Maintenance = $690,957
21
Las Palmas Park Operating Agmt
Between City and YMCA
10.15.13
CA11F4,RNIA -.
NATI CAI'
3 ,
ificoepowerro
City Of National City
October 29, 2013
Baron Herdelin-Doherty, President
YMCA of San Diego
3708 Ruffin Road
San Diego, CA 92123-1812
Dear Baron,
This letter memorializes the commencement of the Las Palmas Park Operating Agreement
between the City of National City and the YMCA. Per the terms of the executed agreement
the commencement will occur on November 1, 2013. Please have an authorized YMCA
representative countersign below to agree and accept this date.
The City of National City looks forward to a strong partnership with the YMCA and
appreciates your efforts to serve our community.
Brad Raulston
Agreed and accepted:
YMCA representative
1243 National City Boulevard; National City, California 91950
Tel.: (619) 336.4250 Fax: (619) 336.4286
braulston@nationalcityca.gov
RESOLUTION NO. 2013 — 66
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
AUTHORIZING THE CITY MANAGER TO EXECUTE A MAINTENANCE AND
OPERATING AGREEMENT WITH THE YMCA IN SUBSTANTIAL CONFORMANCE
WITH THE TERMS OF THE DRAFT MAINTENANCE AND OPERATING AGREEMENT
TO MANAGE AND OPERATE THE NATIONAL CITY MUNICIPAL POOL AND
CAMACHO RECREATION CENTER LOCATED IN LAS PALMAS PARK
WHEREAS, the City of National City owns the real property commonly known as
Las Palmas Park ("Park"), located in proximity to Newell Street, between East 20th Street and
East 22nd Street; and
WHEREAS, the YMCA is an experienced human services organization,
nationally recognized in aquatics operations and wellness activities, and is a well -respected
charity in the greater San Diego community; and
WHEREAS, the City desires to have YMCA operate and maintain those portions
of the Park known as the National City Municipal Pool and the Camacho Recreation Center with
YMCA programs serving the local community; and
WHEREAS, staff has been working with the YMCA of San Diego County -South
Bay via ad hoc committee and recreation working group meetings for almost two years to
negotiate a maintenance and operating agreement for the National City Municipal Pool and
Camacho Gym; and
WHEREAS, this Maintenance and Operating Agreement includes only the pool
and the gym at Las Palmas Park. It does not include any of the fields or other programming
outside of the pool and the gym. The Community Services Department and the Public Works
Department would continue to manage programming for El Toyon Park (recreation center, field,
and courts), Las Palmas Park (fields and tennis courts), Kimball Park (Kimball Senior Center,
fields, and skate park), Casa de Salud and Manuel Portillo Youth Center, and all other park
space in National City, as well as all contract instructors in those parks (with the exception of the
pool and gym); and
WHEREAS, due to the economic downturn and budgetary reductions, the
reduction in staffing in the Community Services Department and of resources has led to
reduced recreation center hours and programming for our residents, as well as rising deferred
maintenance costs; and
WHEREAS, a partnership with the YMCA is an opportunity for the City not only to
expand access to the pool and the gym, but also to save operating costs and resolve the
deferred maintenance for the facilities; and
WHEREAS, the YMCA is committed to structuring their pricing to fit National City
resident needs, including offering scholarships for qualifying families, which is part of their
national model; and
WHEREAS, during the negotiation period, City and YMCA staff worked on a draft
maintenance and operations agreement, which includes programs, pricing, maintenance,
employee transition, deferred maintenance, and more, based on feedback from the parks ad
hoc committee and the Parks, Recreation, and Senior Advisory Board ("PRAB").
Resolution 2013 — 66
Page Two
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
National City hereby approves a partnership with the YMCA to maintain and operate the
municipal pool and Camacho gymnasium, and authorizes the City Manager to execute a
Maintenance and Operation Agreement in substantial conformance with both the primary deal
points in the attached draft agreement and Council's input on this date.
PASSED and ADOPTED this 7th day of May, 201
ATTEST:
Michael R. Dalla, ity Clerk
PPRO ED AS TO FORM:
u: is G itua Silva
City Attorn
on'Morrison, May
Passed and adopted by the Council of the City of National City, California, on May 7,
2013 by the following vote, to -wit:
Ayes: Councilmembers Cano, Morrison, Natividad, Rios, Sotelo-Solis.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Mayor of the City of National City, California
C erk of the
City
National City, California
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2013-66 of the City of National City, California, passed and adopted
by the Council of said City on May 7, 2013.
City Clerk of the City of National City, California
By:
Deputy
CITY OF NATIONAL CITY, CALIFORNIA
COUNCIL AGENDA STATEMENT
MEETING DATE: May 7, 2013
AGENDA ITEM NO. 23
ITEM TITLE:
Resolution of the City of National City authorizing the City Manager to execute a Maintenance and
Operating Agreement with the YMCA consistent with the primary deal points contained in the terms of
the draft Maintenance and Operating Agreement to manage and operate the National City Municipal
Pool and Camacho Recreation Center located in Las Palmas Park, with the exception of specific
terms.
PREPARED BY: Jessica Cissel DEPARTMENT: Community Se
PHONE: (619) 336.4243 Brad Raulsto
EXPLANATION:
SEE ATTACHED STAFF REPORT
APPROVED BY:
FINANCIAL STATEMENT:
ACCOUNT NO.
ENVIRONMENTAL REVIEW:
n/a
ORDINANCE: INTRODUCTION: FINAL ADOPTION:
APPROVED:
APPROVED:
Finance
MIS
STAFF RECOMMENDATION:
Recommend approval of the resolution to partner with the YMCA.
BOARD / COMMISSION RECOMMENDATION:
Parks, Recreation, and Senior Citizen Advisory Board voted unanimously to support the partnership
TTACHMENTS:
1) Staff report
2) Draft Maintenance and Operating Agreement
3) Resolution
STAFF REPORT FOR YMCA MAINTENANCE AND OPERATING AGREEMENT
(COMMUNITY SERVICES)
Introduction
City staff has been working with the YMCA of San Diego County -South Bay via ad hoc committee and
recreation working group meetings for almost two years to negotiate a maintenance and operating
agreement for the National City Municipal Pool and Camacho Gym. The item before you seeks approval
of a maintenance and operating agreement containing the deal points detailed below, and in substantial
conformance with the draft agreement attached (with City Council input on certain issues). Overall, this
maintenance and operating agreement would turn over the pool and Camacho gym to the YMCA for
operation of programs and the maintenance of these two facilities.
This maintenance and operating agreement includes only the pool and the gym at Las Palmas Park. It
does not include any of the fields or other programming outside of the pool and the gym. The
Community Services Department and the Public Works Department would continue to manage
programming for El Toyon Park (recreation center, field, and courts), Las Palmas Park (fields and tennis
courts), Kimball Park (Kimball Senior Center, fields, and skate park), Casa de Salud and Manuel Portillo
Youth Center, and all other park space in National City, as well as all contract instructors in those parks
(with the exception of the pool and gym).
Due to the economic downturn and budgetary reductions, the Community Services Department has
been working with minimal resources to sustain the programs and recreation opportunities for the
community. The reduction in staffing and resources has led to reduced recreation center hours and
programming for our residents, as well as rising deferred maintenance costs. If the City Council desires
to continue managing the facilities and offering the current programming at the current pricing, the
Community Services Department will need additional resources and staff.
A partnership with the YMCA is an opportunity for the City not only to expand access to the pool and the
gym, but also to save operating costs and resolve the deferred maintenance for the facilities. The YMCA
is committed to structuring their pricing to fit National City resident needs, including offering
scholarships for qualifying families, which is part of their national model. The YMCA also has experience
and current partnerships managing recreation programs in other San Diego County cities (i.e., City of
Santee).
Background
In 2007, National City established its Strategic Plan with goals to improve quality of life and to achieve
fiscal sustainability. To achieve fiscal sustainability, the strategic plan action 2C states, "Partner with
Community Organizations and Regional Agencies to Pursue Our Legislative Platform and Aggressively
Seek Funding from Local, State, & Federal Sources". To improve quality of life, strategic goal 3 actions
include, "Continue to Provide Recreational Programs and Community Services, Maintain Existing Parks
and Public Facilities and Find Funding to Construct Park Master Plans, Partner with the Port District to
Build Aquatic Center, Granger Park, and Improve Public Access to the Harbor District, and Preserve and
Promote Historic Resources and Cultural Assets".
1
The City has established partnerships, and Council decisions have created the opportunity to expand
partnerships to sustain programs. Established partnerships include ARTS, the Greater San Diego Boys
and Girls Club in Kimball Park, and the YMCA of San Diego County -South Bay Branch in Pepper Park
(Aquatics Center).
After a multi -year planning effort that culminated in the adoptions of the Westside Specific Plan, the
General Plan Update, and the Downtown Specific Plan Amendment, in early 2011, the Successor Agency
sold bonds to build facilities to improve quality of life. At the July 5, 2011 City Council meeting, the
Parks, Senior, and Youth Ad Hoc committees were initiated by Council. Since that date, recreation
working group meetings have been held between the City and our potential partners, the YMCA of San
Diego County -South Bay Branch and the Greater San Diego Boys and Girls Club, to discuss how the City
could maximize the bond money to create sustainable quality of life facilities and programs. Because
there were capital resources (bond funds), but limited operating resources, staff discussed expanding
partnerships with local non -profits to sustain operations. In late October and early November of 2011,
Council was provided information on the progress of the quality of life facilities plan.
The first public parks ad hoc meeting took place on November 21, 2011, and included Mayor Ron
Morrison, Council member Sotelo-Solis, members of the Parks, Recreation, and Senior Advisory Board
(PRAB) members (who are National City residents), a Public Art Committee member, and City staff. The
YMCA partnership at Las Palmas Park was discussed at that meeting, along with subsequent parks ad
hoc meetings on December 13, 2011, January 19, 2012, and April 24, 2012. Additional updates were
provided to PRAB.
During these park ad hoc committee meetings, City staff provided reports on current programs, fees,
and participation numbers, as well as facility and park maintenance costs. In addition, there was
conceptual planning done by Kimley Horn and Associates to incorporate ideas and discussion by City
staff, non -profits, and the public. The initial estimates for the conceptual plans at Las Palmas Park show
a need for additional funding. The South Bay YMCA expressed a desire to fundraise focally to generate
monies to complete the project. Because the YMCA is a non-profit, they are able to leverage funds by
local fundraising campaigns resulting in more resources for a final product/facility. A draft MOU
between the City and the YMCA was provided to and approved by the YMCA at their board meeting on
November 30, 2011, to solidify the partnership and initiate a fundraising campaign. At the December 6,
2011 meeting, the City Council was provided an update on the YMCA Board's position and directed staff
to bring the draft MOU forward for Council review in January. At the January 10, 2012 meeting, the City
Council adopted Resolution No. 2012-08, approving the MOU between the YMCA of San Diego County -
South Bay Branch and the City for a 12-month period of negotiation of contemplated partnership to
provide sustainable programs to National City residents at Las Palmas Park.
During the negotiation period, City and YMCA staff worked on a draft maintenance and operations
agreement, which includes programs, pricing, maintenance, employee transition, deferred maintenance,
and more based on feedback from the parks ad hoc committee and PRAB. On January 17, 2013, the
YMCA presented their program plan to PRAB. PRAB voted unanimously to support the partnership with
2
the YMCA at Las Palmas Park. At a recent South Bay YMCA board meeting there was a vote to approve
the terms of the draft maintenance and operating agreement.
Terms of the Agreement
The attached draft maintenance and operations agreement for the National City Municipal Pool and
Camacho Gym includes the following deal points:
• Term: Five (5) years, with a five (5) year option to extend.
o The length of the term (5 years) does not raise concerns.
o Unilateral option to extend: As drafted, the extension can be exercised by the YMCA if it
is not in breach of the agreement. The City would not have the option to exercise an
extension. The City's agreements typically provide the City the option to extend
agreements either unilaterally or upon mutual agreement. The YMCA has indicated they
will not agree to a mutual extension provision.
• Programs: The YMCA will maintain existing levels of service, and increase programming and
hours of operation at the pool and Camacho gym.
• Resident Access: The YMCA agrees to provide preference to the City of National City and
discounted fees to its residents. A resident will not have to be a YMCA member to have daily
access to the pool or gym. They can access the facilities through a daily resident rate. The YMCA
will offer a scholarship program to all National City residents who meet the income
requirements.
• City Access: The City can have access to Camacho gym and the pool for City community
meetings upon agreement by both parties. City can use the facilities at no cost when partnering
(lifeguard fees may apply for special events outside of partnerships). City recreation program
participants are not required to pay fees to the YMCA. The City will have pool use for five (5)
special events per year, up to five (5) hours each.
• Current Rentals (school teams/leagues): The YMCA may accommodate current National City
schools, swim teams, and other sports organizations at the pool. Such users shall pay for such
use at a mutually agreed upon rate with the YMCA.
• Employees: The YMCA will guarantee all current employees and instructors an interview. (This
would affect 31 part time employees: 1 aquatics manager, 13 lifeguards, 17 recreation aides; no
full time employees would be impacted.)
• Annual Reporting: The YMCA will provide an annual report to the City to include National City
participant numbers, total participant numbers, events coordinated, capital projects completed,
total joint use time, budget, next year operating and maintenance plan and fee schedule, and
any other pertinent statistics.
• Notice: The YMCA will give the City notice if the pool or gym will be closed for longer than a
five (5) day period.
3
• Maintenance: The YMCA will accept premises in "as is" condition. The YMCA will maintain the
pool and the gym.
• Deferred Maintenance: City will provide $250,000 (out of the approximate $600,000 deferred
maintenance estimate) to the YMCA to address major deferred maintenance issues. The YMCA
will comply with bidding requirements in addition to prevailing wage. The YMCA will provide
receipts for maintenance costs.
• Utilities: The YMCA will pay for electric, water, and gas utilities, as well as pool chemicals that
supply the pool and gym.
• Exhibit "C" lists current and expanded programs for YMCA programs as well as City access.
• Indemnity: The defend and indemnity provisions are structured so that the YMCA will defend
and indemnify the City for injuries, claims, damages, etc., that are a result of their
improvements, operations or use at the pool or the gym, unless the injury, etc., is caused by the
sole negligence or willful misconduct of the City. In addition, the City will defend and indemnify
the YMCA for injuries, claims, damages, etc., that are a result of the City's improvement,
operation, or use of the Park, but specifically excludes the pool and gym from the City's
obligation. The City's indemnity is not required if the injury, etc., was caused by the YMCA's sole
negligence or willful misconduct.
• Insurance: The YMCA has provided proof of insurance, however, the YMCA will not agree to
setting minimum thresholds of insurance requirements. The YMCA has indicated that it does not
want to specify insurance dollar amount requirements so that should the Board change their
insurance amounts, it would not affect the agreement. The City generally requires minimum
insurance dollar requirements to adequately protect the City's interests in all of its agreements.
• Termination: The term as currently written allows the YMCA to terminate the agreement after
12 months upon 90 days' notice and the City could terminate the agreement for cause (breach)
after complying with the notice provisions contained in the default sections. The City generally
requires a termination for convenience provision so that it can respond to changing needs or
priorities. The YMCA has stated their reasoning is based on its investment into the premises
under the agreement.
• Right of First Refusal: The YMCA seeks the right of first refusal should the City seek to sell the
park.
Financial Impact
Regardless of the state of the bond funding, there are still limited operating resources and a significant
amount of deferred maintenance at the facilities. As written, the draft agreement would save the City
approximately $479,426 per year. In addition, the City would be contributing a one-time payment of
4
•
•
•
$250,000 towards the estimated $600,000 deferred maintenance costs. If the City were to continue to
sustain City recreation programs without this partnership with the YMCA, there would be a need for
approximately $134,414 annually to fill the two frozen recreation supervisor positions and help manage
the City's recreation programs. This would create a total offset of approximately $613,840 in FY
2013/2014. The additional annual costs to the City would be personnel costs of $134,414, and ongoing
deferred maintenance costs. Whether the City decides to partner with the YMCA or not, there will be at
least a $250,000 deferred maintenance cost. Without the partnership, the City would need to prioritize
and address the additional $350,000 worth of deferred maintenance at the pool and the gym, which is
currently being evaluated through the Capital Improvements Project (CIP) process. See the budget
analysis below for more detail.
Community Services Transition Plan Budget Anal sis 2013
Utilities!Overhead
Personnel (Rec-PT)
Personnel (Rec-FT)*
M & 0 (PW)
M & 0 (Rec)
Rec revenue
Totals
Recreation Division
134,414.00
134414
Camacho Rec `
$49,200
$88,273
$4,450
$6,041
$147,964
Las Palmas Pool
$200,000
$127,962
$57,000
$8,000
($61,500)
$331,462
.
$613,840
Ions
Summary
Staff has arrived at agreement with the YMCA on most terms. There are, however, certain terms we
bring to your attention which differ from what we generally include in agreements. Specifically, the
following terms which are discussed above and included in the attached draft would benefit from City
Council input:
1. Section 1.2 — the unilateral extension of a 5 year option exercisable only by the YMCA. This
would provide the YMCA the Premises for up to 10 years. This provision is currently written to
allow the unilateral extension.
2. Section 1.3 —the option to terminate for convenience can be exercised by the YMCA only, and
the City can terminate for cause.
3. Section 9.4 —the parties have competing language regarding insurance. The YMCA has included
general language that does not set forth minimum dollar amounts for insurance requirements.
The City has specified the minimum levels of coverage in effort to adequately address the
potential risk and insulate the City from such risk.
4. Section 17.3 — the right of first refusal is a provision that we have not typically included in
agreements related to the use of our facilities, but we do not foresee selling Las Palmas Park as
a likely scenario.
5
Recommendation
Staff seeks the City Council's approval of the primary deal points as discussed above and input on the
four items referenced in the Summary if the City Council does not concur with the YMCA's language. As
this agreement is in draft form, staff seeks Council's authorization to allow the City Manager to execute
a maintenance and operation agreement in substantial conformance with the deal points above (and
the attached draft agreement) and as revised by Council's input today. Accordingly, the resolution
before you for approval references this authorization and the approval to partner with the YMCA to
maintain and operate the municipal pool and Camacho gymnasium.
6
OPERATING AGREEMENT
LAS PALMAS POOL AND CAMACHO GYM RECREATION CENTER
This Operating Agreement is entered into between the CITY OF NATIONAL CITY, a municipal corporation
(CITY), and YMCA OF SAN DIEGO COUNTY, a California nonprofit, public benefit corporation (YMCA),
(collectively, the Parties) with reference to the following facts:
RECITALS
A. CITY owns the real property commonly known as Las Palmas Park, located in proximity to Newell
Street, between 20th Street and 22nd Street, National City, California, as further described in Exhibit A
and depicted on Exhibit B (the Park).
B. YMCA is an experienced human services organization, nationally recognized in aquatics
operations and wellness activities, and a well -respected charity in the greater San Diego community.
B. CITY wishes to have YMCA operate those portions of the Park known as the Las Palmas Pool and
the Camacho Gym Recreation Center with YMCA programs serving the local community.
NOW, THEREFORE, in consideration of the foregoing facts, and in consideration of the promises and
covenants hereinafter set forth, the parties agree as follows:
ARTICLE 1
TERM OF AGREEMENT
1.1 Term. The term of this Operating Agreement shall be Five (5) years, commencing on the first
day of the calendar month immediately following full execution of this Operating Agreement (the
Commencement Date) and terminating on the anniversary of the Commencement Date five years
thereafter. The Commencement Date shall be memorialized in writing and such document shall be
executed by both parties.
1.2 Option to Extend Term. If YMCA is not in default of any provision of this Operating Agreement
upon the expiration of the Term, YMCA may elect to extend the term of this Operating Agreement for
another like period of time.
1.3 Option to Terminate. YMCA shall have the option to terminate this Operating Agreement,
without cause, at any time after the first twelve (12) months after the Commencement Date upon
ninety (90) days written notice to CITY. The Citesshall have the option to terminate this Operating
Agreement with cause, upon compliance with the notice of default provision in Article 12,.
1.4 Annual Reporting by YMCA. YMCA shall provide annual reports to the City denoting
National City participant numbers, total participant numbers, events coordinated, capital projects
completed, total joint use time, budget, next year operating and maintenance plan and fee
schedule, and any other pertinent statistics.
ARTICLE 2
PREMISES
1 Comment [CSI]: The City has requested that
the option to extend be upon Mutual Agreement.
The YMCA will not agree to a mutual provision. The
YMCA has indicated they want the unilateral ability
to extend the term .
Comment [CS2]: The City typically has a
termination for convenience provision in
agreements for the use of their facilities. The YMCA
has indicated they will not accept a termination for
convenience, but are amendable to a provision that
termination could occur should they breach the
agreement.
2.1 Delivery of Possession. For the purpose of operating the Las Palmas Pool and the Camacho Gym
Recreation Center (the Premises) for the benefit of the citizens of National City, CITY shall deliver
exclusive possession of the Premises to YMCA, subject to the covenants and conditions hereinafter set
forth, on the Commencement Date.
2.2 Ownership of Personal Property and Improvements. The rights and obligations of the parties
regarding the ownership of personal property and improvements on the Premises shall be as follows:
2.2.1 Ownership of Personal Property. All improvements existing on the Premises
(Improvements), together with all fixtures permanently attached to the Premises (Fixtures), as of the
Commencement Date shall remain the property of CITY during the Term. YMCA shall not remove any
Improvements or Fixtures from the Premises nor waste, destroy, or modify any Improvements or
Fixtures on the Premises, except as permitted by this Operating Agreement.
2.2.2 Ownership of Improvements and Fixtures. All of YMCA's furniture, furnishings, signs, and
other personal property not permanently affixed to the Premises (Personal Property) shall remain the
property of YMCA. YMCA shall, at its expense, repair any damage occasioned to the Premises or any
Improvements by reason of the removal of any Personal Property.
ARTICLE 3
PERMITTED USE
3.1 Permitted Uses. YMCA shall operate the Premises by providing for and facilitating the activities
listed on the attached Exhibit C, which may be amended or replaced from time -to -time by agreement of
the authorized representatives of the parties.
3.2 Use by Others. The YMCA may allow short term use of the Premises to other groups or
organizations, subject to fees as imposed by YMCA.
3.3 Consideration. YMCA's performance under this Operating Agreement shall serve as the sole
consideration due CITY for YMCA's right to use and operate the Premises. YMCA may, in its sole
discretion, charge for the use of the Premises and retain any and all remuneration collected.
3,4 CITY Residents. Participants seeking day use of the Premises who prove to YMCA's satisfaction
that they are Residents of CITY shall not be required to become members of YMCA and shall be offered
day use at a reduced rate.
3.5. Financial Assistance. As a charitable organization, YMCA offers financial assistance to qualified
participants subject to the availability of funds. YMCA shall extend financial assistance to participants at
the Premises under the same terms and conditions as applied to other YMCA facilities.
3.6 Compliance with Laws. YMCA, at its sole expense, shall procure, maintain and hold available for
CITY's inspection any governmental license or permit required for the proper and lawful conduct of
YMCA's operation of the Premises. YMCA shall not use the Premises for any use or purpose in violation
of the laws of the United States of America, or the laws, ordinances, regulations, orders or requirements
of the State of California, the County of San Diego, the CITY, or of other lawful authorities. YMCA shall,
at its expense, comply promptly with all applicable statutes, laws, ordinances, rules, regulations, orders,
covenants and restrictions of record, and requirements in effect during the Term (Laws or Orders),
regulating the use by YMCA of the Premises.
2
3.7 CITY Employees and Contract Instructors. All CITY employees and contract instructors currently
working at the Premises who formally apply for employment with the YMCA for work at the Premises
will be given due consideration and are guaranteed an interview.
ARTICLE 4
UTILITIES
4.1 Utility Services. YMCA shall be responsible for maintaining utility services to the Premises, and
shall provide and pay for all utilities or services necessary for its use and operation of the Premises
during the Term, including but not limited to gas, water, electricity, trash, sewer charges and telephone.
YMCA shall pay directly to the applicable utility company such charges, and CITY shall have no obligation
to pay for such utility services.
ARTICLE 5
REPAIRS; MAINTENANCE
5.1 YMCA's Repair and Maintenance Obligations. YMCA acknowledges that it has made a thorough
inspection of the Premises and that it accepts the Premises "as -is" as of the Commencement Date,
subject to the list of deferred maintenance items, attached as Exhibit D. To remediate some of those
deferred maintenance items, CITY shall deposit with YMCA the sum of Two Hundred Fifty Thousand
Dollars ($250,000.00) on the Commencement Date. YMCA shall pay for the costs of remediation of as
many items on Exhibit D as it, in its sole discretion, deems possible using all of the deposited funds.
YMCA shall give safety of the public the highest priority in deciding what items to remediate. YMCA shall
expend the deposited funds no later than nine (9) months following the Commencement Date. YMCA
shall provide an accounting of all expenditures made related to the remediation of the deferred
maintenance items within 30 days following the exhaustion of the deposited funds, but in any event, no
later than 12 months following the Commencement Date. YMCA shall provide receipts, documents,
and/or contracts for all remediation using CITY funds upon request by CITY. YMCA shall comply with all
applicable state and/or local procurement and contracting requirements.
Thereafter, YMCA shall, at its own cost and expense, repair, maintain in good and tenantable condition,
ordinary wear and tear excepted, and replace, as necessary, the Premises; provided, however, that the
sum of such costs and expenses shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00)
during the Term, and shall not exceed Fifty Thousand Dollars ($50,000.00) during any one year of the
Term.
YMCA's obligations hereunder shall apply regardless of whether the repairs, restorations, and
replacements are ordinary or extraordinary, foreseeable or unforeseeable, capital or noncapital, or the
fault or not the fault of YMCA, its agents, employees, invitees, visitors, or contractors. All replacements
made by YMCA shall be of like size, kind, and quality to the items replaced.
5.2 CITY's Right to Inspect; CITY Not Obligated to Repair or Maintain. YMCA shall permit CITY to
enter the Premises at all times during usual hours of operation to inspect the same, provided, however,
that such entry shall not unreasonably interfere with YMCA's operation of the Premises. Nothing
contained in this Article 5, however, shall be construed as creating any duty on the part of CITY to do
any work which, under any provision of this Operating Agreement, YMCA may be required to do.
3
5.3 Prevailing Wages. YMCA shall, as obligated by law, pay prevailing wages for work performed on
the Premises.
ARTICLE 6
ALTERATIONS
6.1 Alterations. YMCA may, at its sole cost and expense, make such alterations, replacements,
additions, or changes to the Premises, or may construct additional improvements on the Premises, as
YMCA may find necessary or convenient for its operation of the Premises in accordance with
construction plans submitted to and approved by the CITY.
6.2 Construction Permits and Licenses. YMCA shall procure, at its sole cost and expense, all permits
and licenses that are or may now or in the future become necessary or required from any local
governmental agency for the proposed construction of any Alterations.
6.3 As -Built Plans. Within sixty (60) days following a request from the CITY, YMCA, its Engineer or
Architect shall furnish CITY with a complete set of "As -Built" plans of any Alteration.
ARTICLE 7
MECHANICS' LIENS; STOP NOTICES
7.1 Mechanics' Liens; Stop Notices. YMCA shall pay, or cause to be paid, the total cost and expense
of all works of improvement, as that phrase is defined in the Mechanics Lien Law in effect at the place of
construction, done by it, or caused to be done by it, on the Premises, and for all materials furnished for
or in connection with any such work. If any lien or stop notice is filed against the Premises, YMCA shall
cause the lien or stop notice to be discharged of record within one hundred eighty (180) days after it is
filed. YMCA shall indemnify, defend, and hold CITY harmless from any and all liability, loss, damage,
costs, attorneys' fees and all other expenses on account of claims of lien of laborers or materialmen or
others for work performed or materials or supplies furnished for YMCA or persons claiming under
YMCA.
7.2 Notice of Lien or Stop Notice. Should any claim of lien or stop notice related to YMCA's work of
improvement of the Premises be filed against the Premises or any action be filed against the Premises or
any action affecting the title to such property be commenced, the party receiving notice of such lien or
stop notice or action shall immediately give the other party written notice thereof.
7.3 Notice of Nonresponsibility. CITY or its representatives shall have the right to post and keep
posted on the Premises notices of nonresponsibility or such other notices which CITY may deem to be
proper for the protection of CITY's interest in the Premises. YMCA shall, before the commencement of
any work which might result in any such lien or stop notice, give to CITY written notice of its intention to
do so in sufficient time to enable posting of such notices.
ARTICLE 8
TAXES
8.1 Definition. "Taxes" shall mean all taxes, governmental bonds, special assessments, charges, or
transfer taxes, license and transaction fees, including, but not limited to, (i) any state, local, federal
income tax, or any real or personal property tax, (ii) increases in taxes attributable to YMCA's operation
of the Premises, or (iii) any taxes which are essentially payments to a governmental agency, other than
4
CITY, for the right to make improvements to the Premises. YMCA recognizes and agrees that this
agreement may create a possessory interest subject to property taxation and that YMCA may be subject
to the payment of taxes levied on such interest. YMCA agrees to pay, before delinquency, all taxes,
assessments and fees assessed or levied upon the Premises.
8.2 Responsibility for Payment of Taxes. CITY shall not be obligated to pay any Taxes accruing
against YMCA on the Premises or any interest of YMCA therein before, during the Term, or any
extension thereof; all such payments shall be the sole responsibility of YMCA. In addition, YMCA shall be
solely responsible for payment of any Taxes levied upon any Improvements, Fixtures or Personal
Property located on the Premises, to the extent that such Taxes result from the operations or other
activities of YMCA upon, or in connection with, the Premises.
ARTICLE 9
INDEMNIFICATION AND INSURANCE
9.1 YMCA's Indemnity. CITY shall not be liable for, and YMCA shall defend and indemnify CITY and the
employees and agents of CITY (CITY Parties), against any and all claims, liability, damages, or costs
(Claims) related to YMCA's improvement, operation or use of the Premises and arising either directly or
indirectly from any act, error, omission or negligence of YMCA or its contractors, licensees, invitees,
members, agents, servants or employees. YMCA shall have no obligation, however, to defend or
indemnify CITY Parties from a Claim if it is determined by a court of competent jurisdiction that such
Claim was caused by the sole or concurrent negligence or willful misconduct of CITY Parties.
9.2 CITY's Indemnity. YMCA shall not be liable for, and CITY shall defend and indemnify YMCA and
the employees and agents of YMCA (YMCA Parties), against any and all claims, liability, damages, or
costs (Claims) related to CITY's improvement, operation, or use of the Park, excluding the Premises, and
arising either directly or indirectly from any act, error, omission or negligence of CITY or its contractors,
licensees, invitees, members, agents, servants or employees. The CITY shall have no obligation to
defend or indemnify YMCA Parties for Claims related to the Premises. CITY shall have no obligation,
however, to defend or indemnify YMCA Parties from a Claim if it is determined by a court of competent
jurisdiction that such Claim was caused by the sole or concurrent negligence or willful misconduct of
YMCA Parties.
9.3 Covered Claims. The obligations of YMCA and CITY hereunder to indemnify, defend and hold each
other harmless shall not apply to the extent that insurance carried by YMCA or CITY, other than any
program of self-insurance carried by either party, covers any Claim.
9. 44— Insurance Obligations. Each party " yinsurancc naming
the other party as an additional insured. and proof of Automobile Liability, and Workers Compensation
and Employer's Liability Insurance to the other party upon request. Insurance Obligations.
The YMCA. at its sole cost and exjnse. shallpurchase and maintain. when applicable,
to purchase and maintain throughout the term of this ALtreement. the following checked
insurance policies:
A. (l If checked. Professional Liability Insurance (errors and
omissions) with minimum limits of $1.000.000 per occurrence.
B. Automobile Insurance covering all bodily injury and property damage
incurred during the performance of this Aareeitient, with a minimum coverase of $5,000.000
Comment [CS3]: The YMCA will not agree to
minimum levels of coverage being specified in the
agreement.
combined single limit per accident. Such automobile insurance shall include owned. non -owned.
and hired vehicles ("any auto ).The policy shall name the (Il Y and its officers, atents and
employees as additional insureds, and a separate additional insured endorsement shall he
provided.
C. Commercial General Liability Insurance. vith minimum limits of
$2 000 000 per occurrence and $4.000.000 aggregate. emering all bodily injury and property
damage arising out of its operations under this Agreement. The policy' shall name the (IlY and
its officers. agents and employees as additional insureds_ and a seprate additional insured
endorsement shall he provided. The general aggregate limit must apply solely to this "project"
or "location .
D. Workers' Compensation Insurance in an amount sufficient to meet
statutory requirements covering all of YMCA's employees and employers' liability insurance
with limits of at least $1 000 00_per accident, In addition. tlhe policy shall he endorsed V4itha
waiver of subrogation in favor of the City_ Said endorsement shall be provided prior to
commencement of'work under this Agreement.
If YMCA has no employees subject to the California Workers'
Compensation and Labor laws. YMCA shall execute a Declaration to that effect. Said
Declaration shall he provided to YMCA by CITY.
L. The aforesaid policies shall constitute primary insurance as to the CITY.
its officers, employees_ and Volunteers. so that any otheLpolicies held by_the CITY shalt not
contribute to any loss under said insurance. Said policies shallprovide for thirhJ>f) days prior
written notice to the CITY of cancellation or material change.
F. If required insurance coverage is_provided on a "claims made rather than
`occurrence' form. the YMCA shall maintain such insurance coverage for three years after
iiralion of the term (and any extensions" of this Agreement. In addition. the "retro" date must
be on or before the date of this Agreement.
G. Insurance shall he written with only ('alifornia admitted companies that
hold a current policy holder's alphabetic and financial size category rating of not less than A VIII
according to the current Best's Key Rating Guide. or a company equal financial stability that is
approved by the C'ITY'S Risk Manager. In the event coverage is provided by non -admitted
"su[ylus lines" carriers. they must he included on the most recent California 1,ist of Eligible
Surplus I.ines Insurers I I,I;SI1 fist) and otherwise meet rating requirements.
11.'Ellis Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are tiled with and approved by
the CITY'S Risk Manager. If the YMCA does not keep all of such insurance policies in full
force and effect at all times during the terms of this Agreement. the CITY may elect to treat the
failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement asprovided herein.
1. All deductibles and self -insured retentions in excess ofS10.000 must be
disclosed to and approved by the CITY.
ARTICLE 10 Formatted: Left
HAZARDOUS MATERIALS
10.1 Hazardous Materials Laws -Definition. As used in this Article, the term "Hazardous Materials'
Laws" means any and all federal, state or local laws or ordinances, rules, decrees, orders, regulations or
court decisions (including the so-called "common law"), including without limitation the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C., sec.9601 et
seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C., sec.1801 et seq.), and the
Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C., sec. 6901 et seq.), relating to
hazardous substances, hazardous materials, hazardous waste, toxic substances, environmental
conditions on, under or about the Premises, soil and ground water conditions or other similar
substances or conditions.
10.2 Hazardous Materials - Definition. As used in this Section the term "Hazardous Materials" means
any chemical, compound, material, substance or other matter that:
a. is a flammable, explosive, asbestos, radioactive nuclear medicine, vaccine, bacteria, virus,
hazardous waste, toxic, overtly injurious or potentially injurious material, whether injurious or
potentially injurious by itself or in combination with other materials;
b. is controlled, referred to, designated in or governed by any Hazardous Materials Laws;
c. gives rise to any reporting, notice or publication requirements under any Hazardous Materials
Laws, or
d. is any other material or substance giving rise to any liability, responsibility or duty upon the
CITY or YMCA with respect to any third person under any Hazardous Materials Law.
10.3 YMCA's Representations and Warranties. YMCA represents and warrants that, during the Term
or any extension thereof, YMCA shall comply with the following provisions of this Section unless
otherwise specifically approved in writing by CITY, subject to the terms and conditions of YMCA's
maintenance obligations provided elsewhere in this Operating Agreement:
a. YMCA shall not cause or permit any Hazardous Materials to be brought, kept or used in or
about the Premises by YMCA, its agents, employees, assigns, contractors or invitees, except as required
by YMCA's permitted use of the Premises in the normal course of operations;
b. Any handling, transportation, storage, treatment or usage by YMCA of Hazardous Materials
that is to occur on the Premises following the Commencement Date shall be in compliance with all
applicable Hazardous Materials Laws;
c. Any leaks, spills, release, discharge, emission or disposal of Hazardous Materials which may
occur on the Premises following the Commencement Date shall be promptly and thoroughly cleaned
and removed from the Premises by YMCA at its sole expense, and any such discharge shall be promptly
reported in writing to CITY, and to any other appropriate governmental regulatory authorities;
d. No friable asbestos shall be constructed, placed on, deposited, stored, disposed of, or located
by YMCA in the Premises;
e. No underground improvements, including but not limited to treatment or storage tanks, or
water, gas or oil wells shall be located by YMCA on the Premises without CITY's prior written consent;
f. YMCA shall conduct and complete all investigations, studies, sampling, and testing procedures
and all remedial, removal, and other actions necessary to clean up and remove all Hazardous Materials
on, from, or affecting the Premises in accordance with all applicable Hazardous Materials' Laws and to
the satisfaction of CITY;
g. YMCA shall promptly supply CITY with copies of all notices, reports, correspondence, and
submissions made by YMCA to the United States Environmental Protection Agency, the United
Occupational Safety and Health Administration, and any other local, state or federal authority which
7
requires submission of any information concerning environmental matters or hazardous wastes or
substances pursuant to applicable Hazardous Materials' Laws; and
h. YMCA shall promptly notify CITY of any hens threatened or attached against the Premises
pursuant to any Hazardous Materials' Law. If such a lien is filed against the Premises, then, within the
earlier of (i) twenty (20) days following such filing, or (ii) before any governmental authority commences
proceedings to sell the Premises pursuant to the lien, YMCA shall either: (a) pay the claim and remove
the lien from the Premises, or (b) furnish either (1) a bond or cash deposit reasonably satisfactory to
CITY in an amount not less than the claim from which the lien arises, or (2) other security satisfactory to
CITY in an amount not less than that which is sufficient to discharge the claim from which the lien arises.
At the end of this Operating Agreement, YMCA shall surrender the Premises to CITY free of any and all
Hazardous Materials and in compliance with all Hazardous Materials' Laws affecting the Premises.
ARTICLE 11
ASSIGNMENT
11.1 CITY's Consent Required. YMCA shall not voluntarily or involuntarily assign or otherwise
transfer all or any portion of its rights and duties under this Operating Agreement without CITY's prior
written consent. Any attempted assignment or transfer without CITY's prior written consent shall be
void.
ARTICLE 12
DEFAULTS BY YMCA; REMEDIES
12.1 Events of Default; Remedies. If YMCA neglects or fails to perform or observe any of its
obligations under the terms, covenants, or conditions contained in this Operating Agreement within
thirty (30) days after written notice of default or, when more than thirty (30) days shall be required
because of the nature of the default, if YMCA fails to proceed -diligently -to cure such default after
written notice thereof, then YMCA shall be liable to CITY for any and all damages sustained by CITY as a
result of YMCA's breach and CITY may terminate this agreement.
ARTICLE 13
DEFAULTS BY CITY; REMEDIES
13.1 Events of Defaul; Remedies. If CITY neglects or fails to perform or observe any of its obligations
under the terms, covenants, or conditions contained in this Operating Agreement within thirty (30) days
after written notice of default or, when more than thirty (30) days shall be required because of the
nature of the default, if CITY fails to proceeddiligentay-to cure such default after written notice thereof,
then CITY shall be liable to YMCA for any and all damages sustained by YMCA as a result of CITY's breach
and YMCA may terminate this agreement.
ARTICLE 14
ABANDONMENT
14.1 Abandonment. YMCA shall not vacate or abandon the Premises at any time during the Term nor
permit the Premises to remain unoccupied for a period of longer than five (5) consecutive days during
the term of this Operating Agreement. These provisions shall not apply if the Premises are closed and
operation is temporarily discontinued therein on account of strikes, lockouts, or similar causes beyond
the reasonable control of YMCA.
8
ARTICLE 15
DAMAGE OR DESTRUCTION
15.1 YMCAs Duty to Repair Casualty. Except as provided in this article and subject to the terms and
conditions of YMCA's maintenance obligations provided elsewhere in this Operating Agreement, should
the Premises be damaged by fire, earthquake, or any other identifiable event of a sudden, unexpected,
or unusual nature (Casualty), YMCA, at YMCA's sole cost and expense, shall, as expeditiously as
reasonably possible, repair any damages to the Premises, and repair, restore and replace any such
damaged or destroyed Fixtures, Improvements or Personal Property.
15.2 Construction Provisions, In the event of any reconstruction of the Premises, Fixtures or
Improvements required of YMCA pursuant to this Article, YMCA shall repair the Premises, and repair or
rebuild such Fixtures and Improvements, to substantially the same condition they were in immediately
preceding such Casualty.
15.3 No Abatement. In the event of reconstruction, replacement or repair by YMCA pursuant to this
Article, YMCA shall continue its operations on the Premises during any such period to the extent
reasonably practicable from the standpoint of prudent business management, and in continuing
compliance with applicable laws and regulations. YMCA shall not be entitled to any compensation or
damages from CITY for loss of use of the whole or any part of the Premises, YMCA's Personal Property,
or any inconvenience or annoyance occasioned by such damage, reconstruction or replacement.
15.4 Major Destruction. Notwithstanding any of the foregoing provisions of this Article to the
contrary, if, at any time after the Commencement Date, (i) the Improvements are damaged or destroyed
to the extent of more than twenty-five percent (25%) of their replacement cost, or (ii) the damage is
such that the Improvements cannot be repaired and restored within one hundred and eighty (180) days
after the Casualty, then YMCA shall have the right to terminate this Operating Agreement upon thirty
(30) days' prior written notice to CITY.
ARTICLE 16
EMINENT DOMAIN
16.1 Condemnation. If all of the Premises is taken under eminent domain proceedings by a party
other than CITY, or, if less than all of the Premises is taken under such proceeding and the part taken
substantially impairs the ability of YMCA to use the remainder of the Premises for the purposes
permitted by this Operating Agreement, then YMCA may terminate this Operating Agreement as of the
date that the condemning authority takes possession by delivery of written notice of such election
within twenty (20) days after YMCA has been notified of the taking or, in the absence thereof, within
twenty (20) days after the condemning authority shall have taken possession.
16.2 Continuation of Operating Agreement After Condemnation. If this Operating Agreement is not
terminated by YMCA, it shall remain in full force and effect as to any portion of the Premises remaining,
and this Operating Agreement will end as of the date possession of the part taken by the public entity as
to the part of the Premises that is taken.
16.3 Award. All monies awarded in any condemnation shall belong to the CITY. CITY shall have no
liability to YMCA for any award not provided by the condemning authority.
9
ARTICLE 17
SALE OR MORTGAGE BY CITY
17.1 Sale or Mortgage. Subject to YMCA's rights under this Operating Agreement, CITY may,
pursuant to existing and subsequently enacted CITY ordinances and State laws, at any time and without
the consent of YMCA, sell, purchase, exchange, transfer, assign, lease, encumber or convey CITY's
interest in whole or in part, in the Park (collectively referred to in this Article as a "Sale"). CITY shall
provide to YMCA written notice of CITY's intent to a Sale pursuant to this Article at least ninety (90) days
prior to said proposed transfer.
17.2 Release on Sale. From and after a Sale of CITY's entire interest in the Premises, CITY shall be
release from all liability to YMCA and YMCA's successors and assigns arising from this Operating
Agreement because of any act, occurrence or omission of CITY occurring after such Sale.
17.3 Right of First Refusal. Should CITY enter into a contract for a Sale, YMCA shall have the first right
to take the place of the purchaser in such transaction. Should YMCA decline to exercise its right under
this provision, and CITY thereafter modify any of the terms of the Sale, YMCA's right under this provision
shall be to the modified Sale, and shall continue with any subsequent modification -
ARTICLE 18
SUBORDINATION; ATTORNMENT
18.1 Subordination. Without the necessity of any other document being executed and delivered by
YMCA, this Operating Agreement is and shall be junior, subject and subordinate to any existing or future
permits or approvals issued by the United States of America or any local, State or federal agency
affecting the control or operation of the Premises; YMCA shall be bound by the terms and provisions of
such permits or approvals. In addition, this Operating Agreement is and shall also be subject,
subordinate and junior to all mortgages, deeds of trust, and other security instruments of any kind
covering the Premises, or any portion thereof, as of the Commencement Date of this Operating
Agreement.
18.2 Attornment. If any proceedings are brought for foreclosure, or in the event of the exercise of
the power of sale under any mortgage or deed of trust made by CITY covering the Premises, YMCA shall
attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as owner under
this Operating Agreement. The CITY and any successor in interest to CITY shall not unreasonably impair,
harass, or interfere with the business operations of YMCA on the Premises during the foreclosure
process or upon taking ownership of the underlying fee title of said Premises.
ARTICLE 19
CITY'S RIGHT OF ACCESS
19.1 Right of Entry. CITY, its agents, employees, and contractors may enter the Premises at any time
in response to an emergency, and, at reasonable hours, upon prior reasonable notice to YMCA, to (a)
inspect the Premises and Improvements; (b) determine whether YMCA is complying with its obligations
in this Operating Agreement (including its obligations with respect to compliance with Hazardous
Materials Laws); (c) post notices of nonresponsibility or similar notices; (d) inspect the progress of
construction of any improvement; or (e) make repairs that this Operating Agreement requires or allows
10
Comment [C54]: The YMCA seeks a right of first
refusal in case the City desires to sell the property.
CITY to make, or make repairs to any adjoining space or utility services, or make repairs, alterations, or
improvements to any other portion of the Premises; provided, however, that all work will be done as
promptly as reasonably possible and so as to cause as little interference to YMCA as reasonably possible.
ARTICLE 20
NOTICES
20.1 Notices. Whenever in this Operating Agreement it shall be required or permitted that notice or
demand be given or served by either party to this Operating Agreement to or on the other, such notice
or demand shall be in writing, mailed or personally delivered to the other party at the addresses
specified below. Mailed notices shall be sent by United States Postal Service, postage prepaid and shall
be deemed to have been given, delivered and received three (3) business days after the date such notice
or other communication is posted by the United States Postal Service. All other such notices or other
communications shall be deemed given, delivered and received upon actual receipt. Either party may,
by written notice delivered pursuant to this provision, at any time designate a different address to which
notices shall be sent.
Lessor: CITY OF NATIONAL CITY
Lessee:
City of National City
1243 National City Boulevard
National City, CA 91950-4301
YMCA OF SAN DIEGO CITY
President
YMCA of San Diego County
3708 Ruffin Road
San Diego, CA 92123-1812
ARTICLE 21
NONDISCRIMINATION
21.1 Nondiscrimination. YMCA hereby covenants by and for itself, its successors, assigns and all
persons claiming under or through it, that this Operating Agreement is made and accepted upon and
subject to the condition that there shall be no discrimination against, or segregation of, any person or
group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry
in the use, operation, or enjoyment of the Premises.
ARTICLE 22
RECORDS, ACCOUNTS AND AUDITS
22.1 YMCA's Duty to Keep Records. YMCA shall, at all times during the Term, and for a period of five
(5) years following expiration or earlier termination of this Operating Agreement, keep or cause to be
kept, true and complete books, records and accounts of all (i) construction undertaken pursuant to the
rights conferred on YMCA under this Operating Agreement, and (ii) financial transactions in the
operation of all business activities, of whatever nature, conducted pursuant to the rights granted by this
Operating Agreement. Such records shall also include the source and disposition of all trash and other
waste collected and disposed of by YMCA in the operation of its business. Said records must be
11
supported by source documents such as sales slips, cash register tapes, purchase invoices or other
pertinent documents.
22.2 CITY's Right to Audit. All YMCA's books or accounts and records shall be kept and made
available at one location within the limits of the County of San Diego. CITY shall have the right at any
reasonable time to examine and perform audits of YMCA's records pertaining to (i) construction
undertaken pursuant to the rights conferred on YMCA under this Operating Agreement, and (ii) its
operations on the Premises, including, without limitation, any records pertaining to YMCAs use of
utilities on the Premises. The cost of said audits shall be borne by CITY; however, YMCA shall provide to
CITY at YMCA's expense, necessary data to enable CITY to fully comply with each and every requirement
of the State of California or by the United States of America for information or reports relating to this
Operating Agreement and to YMCA's use of the Premises.
ARTICLE 23
GENERAL PROVISIONS
23.1 Authority. YMCA represents and warrants that it has full power and authority to execute and
fully perform its obligations under this Operating Agreement pursuant to its governing instruments,
without the need for any further action, and that the person executing this Operating Agreement on
behalf of YMCA is the duly designated agent of YMCA and is authorized to do so.
23.2 Captions. The captions and headings appearing in this Operating Agreement are inserted for
convenience only and in no way define, limit, construe, or describe the scope or intent of the provisions
of this Operating Agreement.
23.2 CITY Approval. Except where stated herein to the contrary, the phrases "CITY's approval," and
"CITY's written approval" or such similar phrases shall mean approval of the City Manager of National
City or said person's representative as authorized by said person in writing, which approval shall not be
unreasonably withheld.
23.2 Cumulative Remedies. In the event of a default under this Operating Agreement, each party's
remedies shall be limited to those remedies set forth in this Operating Agreement; any such remedies
are cumulative and not exclusive of any other remedies under this Operating Agreement to which the
non -defaulting party may be entitled.
23.3 Entire Agreement. This Operating Agreement, together with all addenda, exhibits and riders
attached hereto, constitutes the entire agreement between the parties with respect to the subject
matter hereof, and all prior or contemporaneous agreements, understandings and representations, oral
or written, are superseded.
23.4 Exhibits. All exhibits referred to herein are attached hereto and incorporated by reference:
Exhibit A: Description of the Park
Exhibit B: Map of the Premises
Exhibit C: Schedule of Proposed Programs
Exhibit D: Deferred Maintenance
23.5 Force Majeure. If either party is prevented or delayed from performing any act or discharging
any obligation hereunder, because of any and all causes beyond either party's reasonable control,
12
including unusual delays in deliveries, abnormally adverse weather conditions, unavoidable casualties,
strikes, labor disputes, inability to obtain labor, materials or equipment, acts of God, governmental
restrictions, regulations or controls, any hostile government actions, civil commotion and fire or other
casualty, legal actions attacking the validity of this Operating Agreement or the CITY's or YMCA's
operations of the Premises, or any other casualties beyond the reasonable control of either party
("Force Majeure"), performance of such act shall be excused for the period of such delay, and the period
for performance of such act shall be extended for a period equivalent to the period of such delay. Force
Majeure shall not include any bankruptcy, insolvency, or other financial inability on the part of either
party hereto.
23.6 Governing Law. This Operating Agreement shall be governed, construed and enforced in
accordance with the laws of the State of California.
23.7 Independent Contractor. YMCA. acknowledges that it is an independent contractor; that it alone
retains control of the manner of conducting its activities in furtherance of this Operating Agreement;
and that it, as well as any persons, contractors or agents it may employ, are not employees of CITY for
any purpose.
23.8 Interpretation. The provisions of this Agreement shall be liberally construed to effectuate its
purpose. The language of all parts of this Agreement shall be construed simply according to its plain
meaning and shall not be construed for or against either party.
23.9 YMCA's Operating Agreement Administration. YMCA confirms that YMCA's Operating
Agreement Administrator has been given full operational responsibility for compliance with the terms of
this Operating Agreement. YMCA shall provide CITY with a written schedule of its normal hours of
business operation on the Premises, and YMCA's Operating Agreement Administrator or a
representative designated thereby shall be available to CITY during YMCA's normal business hours, to
resolve problems or answer question pertaining to this Operating Agreement and YMCA's operations on
the Premises.
23.10 Modification. The provisions of this Operating Agreement may not be modified, except by a
written amendment signed by both parties.
23.11 Partial Invalidity. If any provision of this Operating Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this Operating Agreement shall
not be affected thereby. Each provision shall be valid and enforceable to the fullest extent permitted by
law.
23.12 Successors & Assigns. This Operating Agreement shall be binding on and inure to the benefit of
the parties and their successors and assigns, except as may otherwise be provided herein. YMCA shall
not assign this agreement to any other party unless approved in writing by CITY.
23.13 Time of Essence. Time is of the essence of each and every provision of this Operating
Agreement.
23.14 Waiver. No provision of this Operating Agreement or the breach thereof shall be deemed
waived, except by written consent of the party against whom the waiver is claimed.
13
IN WITNESS WHEREOF, the CITY and YMCA have duly executed this Operating Agreement as of the day
and year first above written.
Date:
YMCA OF SAN DIEGO COUNTY
a California nonprofit, public benefit corporation
By:
Baron Herdelin-Doherty, President & CEO
THE CITY OF NATIONAL CITY
a municipal corporation
Date: By:
Approved as to form:
City Attorney
Date: By:
14
EXHIBIT A
DESCRIPTION OF THE PARK
LAS PALMAS PARK & CAMACHO RECREATION CENTER
1810 E. 22nd St. (619) 336-6756
Las Palmas Park is30 acres with a swimming pool, ball fields, tennis courts, picnic areas, playground
equipment and Recreation Center/ gymnasium. Camacho Recreation Center contains a gymnasium with
basketball courts, bleachers and scoreboard. In addition, there are three classrooms, one large office,
multiple storage closets, men and women's restrooms, and a janitor's closet.
NATIONAL CITY MUNICIPAL POOL
1800 E. 22nd St. (619) 336-6758
Main pool is 50 meters by 19.8 meters (8 lanes of 50 meters) including one 3 meter diving board (9.8
feet) and two 1 meter diving boards.
Activity pool is 70 feet long and at its widest it is 45 feet wide with a total area of 81,000 square feet. It
has 4 different spray features and a 16 foot high slide with a ride length of 134.58'. The locker rooms
are enclosed by a high wall and have a large changing area. There is a main pump room adjacent to the
pool along with multiple storage rooms.
15
EXHIBIT B
MAP OF THE PREMISES
16
EXHIBIT C
SCHEDULE OF PROPOSED PROGRAMS FOR LAS PALMAS YMCA
The following is a list of possible programs that, based upon community need and input, may be
operated at the Las Palmas Park site; which includes Camacho Gymnasium and Las Palmas Pool.
PROGRAM
SEASON
AGE RANGE
Progressive swim lessons
Year round
3 years to 12 years
Private swim lessons
Year round/as requested
5 years and up (including adults)
Water polo/Wet ball
Year round
8 years to $14 years
SPLASH! Week (5-30 minute swim
lessons)
Spring break (1-2
weeks/as needed)
3 years to 12 years
Parent -child swim lessons
Year round
6 months to 3 years
Masters Swim
Year round
18 years and up
Lap swim
Year round
Must be able to pass the swim
test
Youth Sports (may include basketball,
flag football, soccer, volleyball, tennis,
footsol)
Year round (or as
requested by the
community)
4 years to 16 years
Pee -wee sports (soccer, t-ball, multi-
sport)
Year round
3 years to 5 years
Martial Arts (may include Tae Kwon
Do, Jiu Jitsu, and/or Capoiera
Year round
4 years and up (including adults)
Gymnastics (parent/child)
Year round
18 months to 3 years
Dance (such as Ballet, Jazz, Hip Hop) &
Kids Fitness Programs
Year Round
3 years and up
Tumbling (various levels)
Year round
8 years to 17 years
Group Exercise classes (may include
Senior Exercise programs, Water
Exercise, Zumba, Yoga, Pilates, group
indoor cycling, interval training, step
aerobics, cardio kick boxing)
Year round
12 years and up
17
Specialized group exercise programs
(may include Team Challenge, Boot
Camp, TRX training, sport specific
conditioning)
Year round
12 years and up
Day Camp
During school breaks and
school holidays
5 years to 14 years
Family Programming (May include
Family Health & Wellness, Family
Nights, and other family events)
Year Round
Families
Teen Programs (such as Adventure
Camps, ESC, Youth & Government and
Leadership Development)
Year Round
Seasonal
Teens
Various Community Events and Classes
such as CPR/First Aid, Lifeguarding,
Healthy Kids Day
Year Round
Youth, Teens and Families
*These programs may be potential member benefits/included as part of a membership to the YMCA.
CITY USE OF PREMISES
City Use of Premises (Provided at
Up to 5 Events per year
Varies
no cost except for direct costs such
including Movie in the Park
as Lifeguards)
and National Night Out (upon
mutual written agreement &
schedule)
Various Community Meetings
Upon Mutual Written
Varies
Agreement & Schedule
18
RESOLUTION NO. 2013 —
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
AUTHORIZING THE CITY MANAGER TO EXECUTE A MAINTENANCE AND
OPERATING AGREEMENT WITH THE YMCA IN SUBSTANTIAL CONFORMANCE
WITH THE TERMS OF THE DRAFT MAINTENANCE AND OPERATING AGREEMENT
TO MANAGE AND OPERATE THE NATIONAL CITY MUNICIPAL POOL AND
CAMACHO RECREATION CENTER LOCATED IN LAS PALMAS PARK
WHEREAS, the City of National City owns the real property commonly known as
Las Palmas Park ("Park"), located in proximity to Newell Street, between East 20th Street and
East 22nd Street; and
WHEREAS, the YMCA is an experienced human services organization,
nationally recognized in aquatics operations and wellness activities, and is a well -respected
charity in the greater San Diego community; and
WHEREAS, the City desires to have YMCA operate and maintain those portions
of the Park known as the National City Municipal Pool and the Camacho Recreation Center with
YMCA programs serving the local community; and
WHEREAS, staff has been working with the YMCA of San Diego County -South
Bay via ad hoc committee and recreation working group meetings for almost two years to
negotiate a maintenance and operating agreement for the National City Municipal Pool and
Camacho Gym; and
WHEREAS, this Maintenance and Operating Agreement includes only the pool
and the gym at Las Palmas Park. It does not include any of the fields or other programming
outside of the pool and the gym. The Community Services Department and the Public Works
Department would continue to manage programming for El Toyon Park (recreation center, field,
and courts), Las Palmas Park (fields and tennis courts), Kimball Park (Kimball Senior Center,
fields, and skate park), Casa de Salud and Manuel Portillo Youth Center, and all other park
space in National City, as well as all contract instructors in those parks (with the exception of the
pool and gym); and
WHEREAS, due to the economic downturn and budgetary reductions, the
reduction in staffing in the Community Services Department and of resources has led to
reduced recreation center hours and programming for our residents, as well as rising deferred
maintenance costs; and
WHEREAS, a partnership with the YMCA is an opportunity for the City not only to
expand access to the pool and the gym, but also to save operating costs and resolve the
deferred maintenance for the facilities; and
WHEREAS, the YMCA is committed to structuring their pricing to fit National City
resident needs, including offering scholarships for qualifying families, which is part of their
national model; and
WHEREAS, during the negotiation period, City and YMCA staff worked on a draft
maintenance and operations agreement, which includes programs, pricing, maintenance,
employee transition, deferred maintenance, and more, based on feedback from the parks ad
hoc committee and the Parks, Recreation, and Senior Advisory Board ("PRAB").
Resolution 2013 —
Page Two
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
National City hereby approves a partnership with the YMCA to maintain and operate the
municipal pool and Camacho gymnasium, and authorizes the City Manager to execute a
Maintenance and Operation Agreement in substantial conformance with both the primary deal
points in the attached draft agreement and Council's input on this date.
PASSED and ADOPTED this 7th day of May, 2013.
Ron Morrison, Mayor
ATTEST:
Michael R. Dalla, City Clerk
APPROVED AS TO FORM:
Claudia Gacitua Silva
City Attorney
May 7th, 2013
National City Council Members
We wish to express our concerns to you regarding the pool on 22"d Street. Many
of us take Aquatic Aerobics three times a week at this pool. Because we are
mostly seniors, this is very beneficial in keeping us flexible and healthy. We
currently pay $1.50 a day (or $1.00 if we purchase a 30-day pass).
We have two concerns on the projected partnership with the YMCA:
One, of course, is that most of us can't afford to pay a lot more for these classes.
This is not a wealthy neighborhood and most of us only have our social security
to live on. Please keep this in mind as you listen to the proposal from the YMCA.
We need you to look for options to keep the cost of these classes lower for us.
We have been advised that you have allocated $30,000 to the Learn to Swim
Program this year but, if we understand correctly, nothing has been allocated for
the Aquatic Aerobic classes.
Our second concern is the employees that work at this pool and instruct us three
times a week. These associates are kind to us and treat us with respect. Please
make sure they keep their jobs. The dedication with which they perform their
jobs would be very hard to replace.
Concerned ,
y�
j caLL-
D -�
1l �
7x
//ieee-eitA4-e-Le-
41e
10
OLLVH JO 1110
n
r l
m
May 5, 2013
Respectfully,
Peggy Hupp (619) 585-8520
Mayor of National City
National City Council Members
YMCA Representatives
I would like to tell you a little bit about the Aquatic Aerobics sessions. Tue, Thurs, and
Sat 10:15 — 11:00 am. Most of the people are retired seniors on fixed incomes. Many of
us are overweight and use this method to assist us in getting our much needed exercise.
We look upon it as an excellent way to tone our muscles while we are dieting. Others
find it helpful in maintaining their weight loss. Two people come in wheel chairs. One
needs mechanical assistance to get into the pool. I have heard some mention how much
the water and exercise relieves the muscle and joint pains that come with aging or from
past surgeries. You aren't there yet, so you may not have considered this important
benefit. After the class we free swim for a while. During this time I have come to the
following conclusions. This class is a great way for the many single men and women to
get out of the home and enjoy the companionship of others about the same age and going
through the same ordeals. It is a much better way to talk with people other than salesmen
that come to the door. And it is far safer. I have heard them discuss the various medical
and other appointments they make. They will only make them on days or hours around
the class. The SAT session increases with those who work. We all feel that the class is a
major benefit and would like to see it remain available to us.
We have a great time with the lifeguards who instruct the program. They do an excellent
job. They vary the workouts so we use different muscles. They are patient in explaining
how to do the exercises to new members or new exercises. They joke with us and seem
to really like us and what they do. We do not want to lose them.
Unfortunately several members of the class are away on a prior arranged trip. Several of
them would have come tonight if they were in town. I have submitted a letter they
o
prepared and signed.
Thank you for listening to me. I only have one other comment. The water coldrn
15?
warmer. A Q, -
n rr
rn rn
r -,
n
-{ CD
5/7/2013
City of National
ity & YMCA
artnership
C0,111, PreseufBI 1011
riay 7, All
ck1149p11/4
NATIOgia CITY
mcouoNdc.
1
5/7/2013
Timeline
• Spring 2011- City sold bonds to provide capital
funding for Las Palmas Park
• Spring 2011- Staff began to look into partnership
options for sustainable operating for the long-term
• July 5, 2011- City Council initiated the Parks Ad Hoc
Committee
• November 2011-April 2012 Parks Ad Hoc Meetings
• January 2012- City Council approved MOU with the
YMCA for a 12 month period of negotiation of
contemplated partnership to provide sustainable
programs at the pool and gym
• January 2013- YMCA presented the program plan to
the Parks, Recreation, and Senior Advisory Board
(PRAB). PRAB voted unanimously to support the
partnership
• May 7, 2013- Draft maintenance and operating
agreement to Council
Partnership Basics:
• The draft agreement includes only the municipal pool
and Camacho Recreation Center.
• The YMCA could continue existing programming as
well as expanded program opportunities and
expanded hours of operation.
• Annual savings to the City to partner with the Y is
approximately $613,840.
• The City would incur a one-time investment of
$250,000 toward deferred maintenance.
• If the City continues its current operation it would
require an additional $134,414 per year plus the cost
of an estimated $600,000+ in deferred maintenance.
• The Y will provide all current employees affected by
the partnership a guaranteed interview.
2
5/7/2013
WE SEE STRENGTH IN COMMUNITY
• The Y is community centered. We have been
responding to community needs since our
founding in 1844.
- At the South Bay Y over 300 policy, program and
fund raising volunteers lead our Y to respond to
community needs for youth deve►opment, healthy
living and social responsibility.
• The Y brings people together:
- Currently over 4,000 members and 50,000
residents - over half of which are children - learn,
grow, and thrive at our South Bay Family Y.
- Over 500 staff members connect people of all ages
and backgrounds to meet community needs.
3
5/7/2013
THE Y NURTURES POTENTIAL
1. THE Y BELIEVES THAT EVERYONE DESERVES A
CHANCE TO SUCCEED — NO MATTER THEIR
BACKGROUND OR INCOME.
In addition to providing affordable programs and
services, the Y provides financial assistance by
reducing fees or subsidizing those who cannot
afford the full fee. Our Y collectively attracts over
$475,000 in funding annually in support of our
cause.
• In 2011-2012, more than $500,000 was given in
financial assistance and program subsidies to
help our neighbors in need.
2. The Y seeks to increase resources to address
unmet community needs and has a very
successful record of community collaborations
and partnerships.
4
5/7/2013
How the Y operates and what we bring to a
partnership with the City of National City
• As a nonprofit charitable organization, the Y has
had to develop very practical and proven
approaches to serving the broadest range of the
population as possible and still remaining
economically viable.
• The Y offers its experience in financial
development to provide assistance to those in
need.
• The Y would make available its experience and
expertise in capital, project planning, project
expertise and facility management.
• The Y will provide detailed reporting on the
outcomes of the partnership.
Benefits (Continued)
• The Y is committed to providing high quality
programs and services, well trained personnel
and well equipped and maintained facilities. A
high value is placed on satisfaction and
retention.
• The Y brings established systems of
accountability in customer care, staffing, training
and operation of the facilities.
• The Y has learned economies of scale and has
developed centralized services both on a local
and national basis that would be available in the
operation of the Las Palmas Facilities.
5
5/7/2013
Benefits (continued)
The YMCA's access to resources includes:
Personnel Training and certification programs
Human Resource Management
Financial Development/Fundraising and Grant Writing
• Finance and Fiscal Management
• Marketing and Communications
. Facility Planning, operations and management
Technology
• Program Development and Management
Key Elements of our Successful Partnership
The Y will provide
programs and
services at the Las
Palmas Pool and
Camacho
Gymnasium and
Recreation Center
6
5/7/2013
New & Expanded Programs - Pool
Existing City Programs at
Las Palmas Municipal Pool
+Learn to Swim
•Open Swim
*Rentals
•Classes
*Aquacize
•Adult Lap Swim
Expanded Y Programs
*Swim Lessons
•Splash Week
*Parent -Child Swim
•Masters Swim & Swlm
Team
•LapSwimming
*Introductory Water
Polo/Wet Ball
•Open Swimming
•Mu!tipie Water Exercise
Programs
•Therapeutic Swim
•Collaboration &
Partnerships
New & Expanded Programs - Camacho Gym
Existing Programs
• After School Clubs
• Youth Sports
• Contractual Classes
• Rentals
• Open Gym - Basketball
& Volleyball
• Summer Camps
Expanded Y Program
Opportunities
• Youth Sports
• Pee Wee Sports
• Martial Arts
• Tumbling/Gymnastics
• Health & Wellness
Programs including
multiple Group Exercise
programs and specialized
group exercise programs
• Day Camp (Year Round)
• Dance
• Family Programs
• Senior Programs
• Teen Programs
7
5/7/2013
Expanded Hours
•Current Operation
•Las Palmas Municipal Pool - approximately
2,850 hours per year
•Camacho Gym & Recreation Center -
approximately 2,000 hours per year
•Expanded Y Operation - (at full operation)
•Las Palmas Municipal Pool - approximately
3,500 hours per year
•Camacho Gym & Recreation Center -
approximately 3,570 hours per year
Pricing
As d non-profit public benefit corporation the standard the sr"MCA is
held to is that programs and services must be generally affordable.
Tli , YMCA sets its fees for programs based upon the costs associated
vith operating those programs.
u ,rldition to the services being aftordable, the YMCA provides
financial assistance by reducing fees or subsidizing those that
c.innot Safford the full fee established for YMCA programs and
serviees.
fhe YMCA v4111 provide multiple pricing strategies to serve the greatest
nuniirer of people including resident pricing, non resident pricing,
membership and day use or bundled packages.
8
5/7/2013
Employees
• The YMCA of San Diego County's vision and goal
is to be an employer of choice.
• The Y will do its very best to assist current City
employees in the transition.
• All National City employees who apply for
positions at the Y will be guaranteed an
interview.
• The YMCA will provide current employees
opportunity to attend informational meetings
such as a hiring workshop or career fairs.
• The YMCA provides opportunities for career
advancement and extended training
opportunities.
• Y employees have the opportunity to earn merit
increases on an annual basis.
In summary...
The YMCA partnership would benefit the City of National City and ail
who live and work in National City by:
Sound fiscal planning and management practices aimed at
establishing the least possible dependence on the City's general
revenues.
Experience in fund raising and in securing additional revenues for
financial assistance and program subsidies.
Expertise in the development, construction, operation and
maintenance of facilities.
Maintenance of high quality and responsive programs and services.
Links to local and national resources
• High quality Human resource management and training.
• A collaborative approach to meeting the needs of residents.
• The Y is committed to having a positive impact and being an
integral part of the community.
9
5/7/2013
10
CITY OF NATIONAL CITY
Office of the City Clerk
1243 National City Blvd., National City, California 91950
619-336-4228 phone / 619-336-4229 fax
Michael R. Dalla, CMC - City Clerk
YMCA OF SAN DIEGO COUNTY
National City Municipal Pool & Camacho Recreation Center
Maintenance & Operating Agreement
Denise Davis (Planning) Forwarded Copy of
Agreement to YMCA of San Diego County