YMCA of Metropolitan Tucson & Pima County, Arizona Celebrating ...

ATTACHMENT 1

OPERATING AGREEMENT
THIS OPERATING AGREEMENT is made and entered into this _____ day of _____________, 2012, by and
between PIMA COUNTY, a political subdivision of the State of Arizona (hereinafter “County”), and YMCA
OF SOUTHERN ARIZONA, an Arizona non-profit corporation (hereinafter “Operator”).
RECITALS
A. The County and the Operator share common concerns for the health and wellness, development
and leisure pursuits of the residents of Pima County, Arizona.
B. The County is the owner of real property located at 2805 E. Ajo Way, Tucson, Arizona, consisting of a
recreational facility and community center, as illustrated on Exhibit A attached to this Operating
Agreement. The County is in the process of completing certain improvements to the Center,
including the installation of new flooring in parts of the Building, which project is expected to be
complete by April 15, 2012.
C. Operator is a nonprofit organization exempt from taxation under Section 501(c)(3) of the United
States Internal Revenue Code (26 USC § 501(c)(3)) and has experience operating facilities like the
Center for the benefit of the public, including in locations within Pima County.
D. The County has the authority pursuant to A.R.S. § 11-932 to enter into agreements for the operation
of recreational areas. Operator responded to a request for proposals for the operation of the
Center and was deemed by County to have submitted the proposal most advantageous for the
public.
AGREEMENT
1. Incorporation By Reference. The parties hereby incorporate the foregoing recitals of this Operating
Agreement as though fully set forth verbatim herein, agreeing that such recitals are material, true
and correct.
2. Definitions. As used in this Operating Agreement, the following terms (collectively constituting the
“Center”) will have the meanings as set forth below:
2.1. “Building” – The building and improvements currently existing, or to be modified from time to
time, depicted on Exhibit A attached hereto and incorporated herein by this reference. The
Building includes, without limitation, the gymnasium, meeting and activity rooms, and other
and various rooms and office spaces as currently existing, together with any future
improvements, enhancements and additions thereto as may exist from time to time during the
term of this Operating Agreement.
2.2. “Swimming Pool” – The outdoor swimming pool and any and all attendant buildings and/or
structures as depicted on Exhibit A, and all systems and equipment pertaining thereto,
including, without limitation, the separate stand-alone pool house/shower and locker
rooms/pool entrance and the swimming pool heater contemplated by the parties and agreed
by the County to be constructed, paid for and completed by the County no later than March 1,
2013.
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3. Term. The Term of this Operating Agreement will commence on April 15, 2012, or on the date that
the Operating Agreement is approved by the Board of Supervisors, whichever first occurs (the
“Commencement Date”), and continue through and including April 14, 2037 (the “Term”), subject to
the earlier termination of such term as elsewhere provided in this Operating Agreement.
3.1 Termination by County. At any time without cause and upon no less than three (3) years prior
written notice to Operator, County may terminate the Operating Agreement if the Pima
County Board of Supervisors determines in its sole discretion that this Agreement is no longer
in the best interests of Pima County.
3.2 Termination by Operator. The Operator, in its sole discretion, may terminate this Operating
Agreement at any time after the fifth (5 th ) annual anniversary date following the
Commencement Date by giving written notice to the County of the Operator’s intent to do so
no later than six (6) months prior to the stated termination date, or earlier than the fifth
anniversary date if the County fails to budget, appropriate and pay the Operating Fee set forth
in Section 6.1 below or is otherwise in default of this Operating Agreement.
4. Delivery of Possession and Lease. The County will deliver non-exclusive possession of and access to
the Center to the Operator, such to be co-existent with possession by the County, as of March 15,
2012 (or as soon thereafter as this Operating Agreement is fully executed), provided that Operator
at that time has liability and worker’s compensation insurance in place covering its activities at the
Center, in order to accommodate and facilitate the Operator’s readying portions of the Center for
the Operator’s use and occupancy hereunder, including moving in equipment and doing on-site staff
orientation and training, provided that such activities are closely coordinated with County staff. Full
and exclusive possession and occupancy of the Center shall be delivered by the County to the
Operator as soon as possible thereafter, subject to rights of possession, access and right to enter of
the County and its agents, representatives, employees and contractors in connection with the
County’s fulfillment of its obligations under this Operating Agreement. Operator will not begin
public operations at the Center until the Commencement Date.
The County leases and grants to the Operator for the Term, and further authorizes, permits and
grants to the Operator, and to all agents, representatives, employees, and invitees of the Operator,
easement, right-of-way, ingress, egress, access, and use rights in, over, upon, across and along all
ingress, egress and access portions of all adjacent real property to the Center belonging to the
County, as same may exist from time to time, and all driveways, parking areas, and walkway areas,
including all motor vehicle parking and pedestrian access ways, for use to enter upon, access and
use the Center for, in connection with, and/or pertaining to the Operator’s activities, programs, and
operations at the Center and/or otherwise as provided for in this Operating Agreement. The
foregoing rights are appurtenant to the Center and to the adjoining and adjacent real property of
the County, and shall constitute covenants running with the land for the benefit of the Operator, its
agents, representatives, employees, and invitees for the entire term of this Operating Agreement.
Notwithstanding the foregoing, the County will have the right from time to time to modify these
areas provided that they will not be changed in such a way that Operator’s operation of the Center
is materially adversely impacted. During the course of any construction or maintenance of these
areas the County will take reasonable steps to minimize, to the extent practicable, any negative
impact on the operation of the Center.
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The County hereby warrants and represents to the Operator that the Center was built in compliance
with all then-applicable building and other codes and legal requirements; and that County has not
received any notice from any governmental or regulatory entity alleging that the Center, the current
use of the Center, or the proposed use of the Center by the Operator hereunder, violates any
applicable law, rule or regulation, or challenging the County’s ability to enter into this Operating
Agreement. The County specifically does not warrant compliance with City of Tucson zoning
requirements. If any action is commenced, during the term of this Agreement, to enforce City zoning
with respect to the Center, and the County fails, within sixty days thereafter, to begin the process of
seeking a rezoning, or if the County seeks but fails to obtain a rezoning, the Operator may, as its sole
remedy, immediately then terminate this Agreement.
5. Operation of the Center.
5.1. Community Health & Wellness Facility. Subject to the other terms and provisions set forth in
this Operating Agreement, the Operator agrees to develop, implement and maintain programs
at the Center, and operate the Center (including the Swimming Pool, except as set forth
below) continuously during the term of this Operating Agreement as a community
recreational health and wellness facility, providing low-cost programs for healthy physical,
mental, and social development and responsibility, and healthy living and wellness, for youth,
families, seniors and adults (“Permitted Uses”), primarily but not exclusively to those residing
in and/or employed in the southern Tucson metropolitan area.
5.2. Programing & Hours. Initial hours of operation and programs offered will, at a minimum, be
as described in Exhibit B attached to and incorporated into this Operating Agreement. The
parties agree to meet on a regular basis to determine the needs of the residents and
employees of the area primarily served by the Center, and to address the creation and
implementation of additional activities and programs designed to meet those needs. The
parties further agree to cooperate in the implementation of such activities and programs, and
each further agrees not to compete or unduly interfere with activities and programs operated
by the other party. Operator will not decrease hours of operation or services available at the
Center without the County’s prior approval, which will not be unreasonably withheld or
conditioned.
5.3. Use Agreements. The County hereby represents and warrants that there are no contracts or
agreements in effect with respect to the use of the Center by third parties except as listed on
Exhibit C attached hereto.
5.4. Operator Responsibility. The Operator may not contract with a third party to facilitate
Permitted Uses without County’s prior written consent, which will be at County’s sole
discretion. County’s consent to a third party contract will not relieve the Operator of any of its
obligations, responsibilities, or liabilities hereunder, and the Operator agrees that it will be
fully liable for, and hereby agrees to indemnify County from and against any liability, losses, or
expenses suffered or incurred by County as a result of the Operator’s contractor’s operations
at the Center.
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5.5. Laws. The Operator will comply with all applicable federal, state and local laws, statutes,
ordinances, rules, regulations, standards, policies, and executive orders with respect to its
operations at the Center.
5.6. Parking. Employees and patrons using the Center will be entitled to utilize driveways, parking
and other public areas associated with the Center, in common with other members of the
public.
5.7. County Uses of Center. Notwithstanding the above, Operator agrees to cooperate with
County so that portions of the Center are made available for reservation, use, and/or rental on
a scheduled basis by individuals or groups requesting such use through the County, provided,
however, that Operator’s programs, activities, and services to Operator’s members shall not
be materially adversely impacted.
5.8. Swimming Pool.
5.8.1. Use of Swimming Pool. The Swimming Pool shall generally be open for use on a daily
basis throughout the year, provided that the County completes its installation of the
Swimming Pool heater as specified in section 2.2 above. Entrances shall be
constructed both through the Building and through a separate outside entrance to be
constructed by the County. The County agrees to provide classes in lifeguarding and
water safety instructor training, as well as general recreational swimming, including
open swim, lap swim, family swim and rental swim activity and access to groups
and/or individuals other than Operator and the proper supervision by lifeguard staff
pertaining thereto, subject to annual funding. Operator shall be provided access to
the Swimming Pool for purposes of swimming lessons and classes, lap swim, water
aerobics, and other Operator recreational swim activities, and agrees to provide
proper supervision by lifeguard staff pertaining thereto.
5.8.2. Summer Schedule. Operator shall generally provide programming at the swimming
pool during the summer months, i.e. from Memorial Day through Labor Day, from
5:00 a.m. through 1:00 p.m., Monday through Sunday, except legal holidays, or as
community needs otherwise dictate. During this same summer period, the County
shall generally provide its programming at the Swimming Pool from 1:00 p.m. through
10:00 p.m., Monday through Sunday. In the event that the County chooses, for any
reason, not to provide programming during any period of time specified for County
use, then Operator may utilize the Swimming Pool and may schedule uses of the
Swimming Pool, including, without limitation, for Operator-sponsored activities.
5.8.3. Non-Summer Schedule. The scheduling of the Swimming Pool during the remainder of
the year, i.e. from the day after Labor Day through the day before Memorial Day, shall
be mutually agreed upon, from time to time, by the President/CEO of the Operator, or
his designee, and the Director of the Pima County Natural Resources, Parks and
Recreation Department or his designee. Such agreement shall be made in writing and
shall take into account community needs, and the recommendations of any advisory
board. Whenever possible, the parties will schedule Operator activities at the
Swimming Pool during this time of the year before 1:00pm and County activities at the
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Swimming Pool during said time of the year after 1:00pm. In the event that the
County chooses, for any reason, not to provide programming during any period of
time specified for County use, then Operator may utilize the Swimming Pool and may
schedule uses of the Swimming Pool, including, without limitation, for Operatorsponsored
activities.
5.8.4. Open Swim & Lap Swim. Notwithstanding any other provision hereof to the contrary,
Operator members will be allowed free access to the Swimming Pool during County
open swim and lap swim, with the exception of Operator organized groups, such as
camps, teen clubs, etc., which would only be allowed use of the Swimming Pool during
County open swim and lap swim upon payment of the current swimming pool
admission fees. During any Operator sponsored lap swim program, members of the
public shall be allowed to participate by paying a fee payable to Operator not to
exceed the County’s fee for lap swim.
5.9. County Employees. It is anticipated that one or more (but no more than three) County
employees will continue to work at the Center after the Commencement Date of this Operating
Agreement for an indeterminate period of time (but no more than two years). These
individuals will continue to be County employees, subject to the County’s Merit Rules,
Personnel Policies, and Administrative Procedures, and will report to the Kino Sports Complex
Department Director (the “KSC Director”).
5.9.1. The KSC Director will have the right, at any time, but with reasonable advance notice
to Operator, to reassign such an employee to other duties and remove the employee
from work at the Center. The County will immediately reassign an employee if the
Operator so requests.
5.9.2. The Operator will be responsible for assigning tasks to each such employee, in
consultation with the KSC Director. Assigned tasks must be consistent with the
employee’s County Merit System class specification.
5.9.3. The Operator will set the employee’s schedule in consultation with the KSC Director.
The employee will submit time sheets to the KSC Director.
5.9.4. The KSC Director will be responsible for disciplining the employee if appropriate, in
accordance with County rules, and will provide the employee with performance
appraisals. Operator may not discipline a County employee
6. Financial Matters.
6.1. Operating Fee.
6.1.1. Amount of Fee. An operating fee (“Operating Fee”) will be paid to Operator by County
for the first five (5) years of the Operating Agreement term, subject to annual
appropriation and budgeting. The Operating Fee will equal the amount by which
Operator’s full and complete cost of operations at the Center, exceeds Center
revenues, up to a maximum amount, as follows:
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1st year: $220,000
2nd year: $175,000
3rd year: $120,000
4th year: $100,000
5th year: $75,000
Thereafter, Pima County will not be obligated to provide any Operating Fee or other
financial assistance to the Operator. For purposes of this section, Operator may
include in its Center operation costs all of the following charges, provided that they
are no greater than the percentages paid by other YMCA branches:
(i) Metro Support Assessment, which is the branch’s share of association-wide
overhead costs including such things as accounting services, payroll, HR, IT,
financial development functions, legal fees, audit fees, city-wide training
expenses.
(ii) City-Wide Marketing Assessment, which is an assessment for area-wide marketing
efforts used to promote YMCA programs and services.
(iii) Greater Good/Operating Reserve Fund assessment, which is used for capital
items. The assessment amount is based on the anticipated needs of the specific
branch; in this case, the amount is based on future bus purchases. No assessment
will be paid by this branch for capital repairs, replacements and improvements of
the type for which the County is responsible under this Agreement.
(iv) Branch Reserve, which is a branch-specific reserve amount for items not included
in the branch’s operations budget such as unexpected equipment replacements
and costs associated with new program development.
(v) IT Reserve, which is used to fund association-wide software and/or computer and
telecommunications hardware upgrades.
6.1.2. Payment of Operating Fee. County will pay the Operating Fee in monthly
installments, beginning on the Commencement Date. The amount of the payment
will be based on an estimate of operating losses mutually agreed upon in advance
by Operator and County. If the parties cannot agree on an estimate, the payment
can be set by County at 1/12 the annual amount as specified above. Payments will
be reconciled against actual revenues and expenses annually, as set forth below.
6.2. Use Fees; Revenues. Operator may charge reasonable use fees for the Center, in amounts
approved from time to time by the County. The initial schedule of fees is included in Exhibit B.
All revenues derived from operation of the Center will be used by Operator to fund programs
and operations at the Center, provided, however, that Operator’s usual and customary branch
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assessments and reserves, as listed in paragraph 6.1.1 above, may be paid with Center
revenues.
6.3. Financial Statements. Operator will, within ninety days after the end of each calendar year
during the term, provide County copies of financial statements for the prior year showing
expenses and revenues at the Center. The statement must show actual expenses and
revenues, and must reconcile the Operating Fee payments received by Operator during the
year with the actual expenses and revenues. Any overpaid Operating Fees will be promptly
refunded by Operator to County; any additional Operating Fee due from County to Operator
will be paid with the next monthly payment. In addition, Operator will, within 180 days after
the end of each calendar year during the Term, provide County with copies of audited
financial statements for the prior year. The audited financial statements can be consolidated
statements. County will have the right, with at least five business days advance notice, to
inspect Operator’s books and records regarding its operations at the Center.
6.4. Tax-Exempt Status of Operator. The Operator will at all times during the term of this
Operating Agreement be a nonprofit organization exempt from taxation under Section
501(c)(3) of the United States Internal Revenue Code (26 USC § 501(c)(3)). The Operator will
provide County a copy of the Operator’s letter of exemption from the U.S. Internal Revenue
Service granting the Operator such tax exempt status and any analogous ruling from the
Arizona Department of Revenue. The Operator will notify County in writing and provide
County with a copy of any ruling or inquiry from any governmental authority affecting or
potentially affecting such status.
6.5. Operator Salaries. Because this Operating Agreement concerns the operation of public
property for a public purpose, the Operator agrees that any compensation paid by the
Operator to its members, officers, employees, or any related entity, will be reasonable, not
excessive, compensation for a non-profit entity. County will have the right to inspect the
Operator’s records to verify the levels of compensation paid by the Operator. If County
reasonably determines that such compensation is excessive, County may terminate this
Operating Agreement unless the Operator adjusts its compensation to reasonable levels
within sixty (60) days of receiving notice from County of its objection to the Operator’s
compensation levels.
7. Employees of the Parties. Neither the Operator, nor any of its directors, officers and employees, or
persons or entities engaged by the Operator, will be considered as employees or agents of the
County. Neither the County, nor its elected officials, officers, employees, or persons or entities
engaged by the County, will be considered employees or agents of the Operator. Each party will
independently bear all expenses relative to the staffing of the programs for which it is responsible
hereunder and as is otherwise necessary to satisfy its obligations under this Operating Agreement,
unless otherwise herein provided.
8. Repairs and Maintenance.
8.1. Building. County will, at its expense, maintain, repair and replace the exterior portion of the
Building, including the roof and exterior walls, and all major building systems such as HVAC,
hot water heaters, pumps, etc. Operator will be responsible for routine interior maintenance
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and repairs, and for janitorial services and cleaning according to the maintenance schedule
attached as Exhibit D.
The parties acknowledge that a small amount of water occasionally seeps through hairline
cracks in the Center’s slab. This moisture has appeared in both fitness rooms, and around the
perimeter of the gymnasium. The cause of this seepage is unknown at this time. County
acknowledges that this is a preexisting condition for which Operator is not liable, but Operator
agrees to monitor the situation and take reasonable steps to avoid making the condition
worse.
8.2. Landscaping/Parking. County will maintain, repair and replace outside landscaping, and the
driveways and parking areas associated with the Center.
8.3. Swimming Pool. County will bear all costs of, and will maintain, repair and perform all routine
replacement for the Swimming Pool and will provide and pay all costs of all water treatment
chemicals and supplies for the Swimming Pool, except that costs associated with major
mechanical pool equipment repair and replacement and future cool decking and plaster
resurfacing of the Swimming Pool will be divided evenly between the parties. The County will
coordinate all work and pay all costs associated with major mechanical pool equipment
replacement and future cool decking and plaster resurfacing of the Swimming Pool, and
thereafter bill the Operator for 50% of said work, which amount the Operator will pay to the
County within thirty (30) days of invoice. As part of its responsibility for the Swimming Pool,
the County will conduct comprehensive inspections of the Swimming Pool on a not-less-than
annual basis. County will share the results of its inspections with Operator and will coordinate
with Operator regarding the timing of major repairs the making of which will affect use of the
pool or to the cost of which the Operator must contribute.
8.4. Repair Requests. Requests for County Repairs to the Building must be made to the Pima
County Stadium District. Requests for County Repairs to the Swimming Pool must be made to
NRPR. At all times, County will furnish Operator with current contact information. Such
County Repairs shall be reasonably and expeditiously completed by the County.
8.5. Repairs/Replacements Necessitated by Inadequate Interior Maintenance. Notwithstanding
the above, to the extent that any work for which County is responsible hereunder is needed
because the Operator has failed to adequately maintain and clean the Center as provided in
paragraph 8.1 above, rather than as a result of normal wear and tear, the Operator will pay for
a portion of such repair or replacement, reflecting the additional cost to the County over and
above what would have been required had the appropriate maintenance been provided.
9. Utilities. The Operator will pay all costs and expenses of or pertaining to utilities for the Building.
Operator will be further responsible for the cost of all utilities associated with the Swimming Pool,
until such time as the Swimming Pool heater has been installed by County, which will be completed
no later than March 1, 2013. Once the heater has been installed, County will pay 30% of all natural
gas costs associated with the operation of the Swimming Pool heater, which will be sub-metered
separately from all other utilities, and Operator will continue to be responsible for all other utilities
associated with the Swimming Pool.
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10. Licenses, Permits, Etc. The Operator and the County will procure and maintain each and every
license, permit, certificate or other authorization, and any and all renewals, extensions and/or
continuations thereof, necessary in order to operate the Center and the programs offered there,
except that County will be solely responsible for any and all licenses, permits, certificates, and health
department compliance items, and other such matters, pertaining to the Swimming Pool.
11. Rename. As currently operated by the County, the Center is known as the “Kino Recreational
Center.” Operator may rename the Center, provided the name includes the words “Kino Community
Center.”
12. Alterations and Improvements to Center/Right of Entry.
12.1. Consent Required: Operator may not make any improvements, alterations, additions, or
changes to the Center (collectively the “Alterations”) without obtaining prior written consent
from:
12.1.1. The Pima County Facilities Management Director or designee, if the cost of the
Alterations is less than $15,000.00;
12.1.2. The Pima County Administrator or his designee, if the cost of the Alterations is greater
than $15,000.00 and less than $100,000.00; and
12.1.3. The Pima County Board of Supervisors, if the cost of the Alterations is more than
$100,000.00.
12.2. Plans and Specifications. Operator will provide County with plans and specifications
developed by an Arizona registered architect or engineer for County’s review prior to initiating
any Alterations. County will have forty-five (45) days after receipt of notice of Alterations,
together with the plans and specifications, to approve or reject the proposed Alterations.
Failure of County to respond to the notice of Alterations within forty-five (45) days after
receipt thereof by County will be deemed approval.
12.3. Consent Withheld. County, including its representatives as identified in subparagraphs
12.1.1.1, 12.1.1.2 and 12.1.1.3 above, will not unreasonably withhold, delay or condition
consent to proposed Alterations; provided, however, it will be reasonable for County to
withhold its consent if the Alterations, in the County’s reasonable judgment:
12.3.1. Adversely affect the integrity of any structural, mechanical, or electrical system of any
portion of the Center, or of the Center as a whole, or its features or its infrastructure;
12.3.2. Result in County being required to perform any work that County could otherwise
avoid or defer;
12.3.3. Result in an increase in the premiums for any hazard or liability insurance carried by
County or result in an increased risk of liability or pose a safety hazard;
12.3.4. Result in an increase in the demand for utilities or services (including wastewater
treatment) that County provides to the Center.
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12.4. No County Liability for Approval of Alterations. County’s review of the plans and specifications
will be solely for County’s purposes and will not imply that County has reviewed the plans and
specifications for quality, design, laws, compliance or other like matters. Accordingly,
notwithstanding that any construction drawings are reviewed by any County architects,
engineers, or consultants, County will have no liability whatsoever in connection therewith
and will not be responsible for any omissions or errors contained in any construction
drawings, and Operator’s indemnity set forth in the Indemnification Clause of this Operating
Agreement will specifically apply to the construction drawings. County’s review will be to
determine that the proposed Alterations are consistent with the purposes of this Operating
Agreement.
13. Security. The Operator will be responsible for securing the Center and preventing any unlawful or
unauthorized use thereof. The County will cooperate with and assist Operator in this security
function with respect to the Swimming Pool during County hours of use. When the Center, or a
portion thereof such as only the Building or only the Swimming Pool, is not open to the Public, the
Center or such portion thereof will be secured in order to prevent unsupervised use or entry. The
Operator and the County will contact law enforcement authorities when it appears necessary to
protect the Center and any persons or property thereon, and it will assist in any resulting
prosecution.
14. Signs. The Operator may affix and maintain upon the Center such signs relating to the Operator and
the activities, services and operations provided at the Center as the Operator deems appropriate;
provided, however, if such signs are visible outside of the Center, such signs must first received the
written approval of County as to type, size, color, location, copy nature and display qualities, which
approval by the County will not be unreasonably withheld, delayed or conditioned; provided further,
however, that all signs utilized by the Operator on or about the Center, whether visible outside the
Center or not, will at all times comply with the Pima County Code and if applicable, the City of
Tucson Code, and will be maintained at the Operator’s sole cost. Any and all signs newly placed or
installed by the Operator at the Center will be removed by the Operator in accordance with
paragraph 15.3 below upon termination of this Operating Agreement for any reason, and any
damage resulting from such removal must be immediately repaired by the Operator at its sole cost.
The Operator will pay all costs for construction, erection, installation, maintenance, and repair of
any sign installed by Operator. The County hereby consents to the placement of signage on Ajo Way
and Country Club Road, as described in Exhibit E.
15. Trade Fixtures/Personal Property.
15.1. Exercise Equipment. Operator must provide equipment for the expanded exercise space and
upgrade being performed by the County, and replace existing equipment during the term of
this Agreement as needed in order to ensure that the Center has appropriate up-to-date
exercise and recreation equipment that is in good, safe, condition.
15.2. County Property. Possession of the Center is being delivered to Operator with equipment,
fixtures, and furniture, including certain exercise and recreation equipment, in place; an
inventory of that property is attached to this Operating Agreement as Exhibit F. All such
personal property and fixtures may be used by Operator in connection with its operation of
the Center, but it will remain the property of the County and may not be disposed of or
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emoved by the Operator without County’s prior consent. If Operator does not want some or
all of this personal property at any point during the Term, Operator may notify County and
County will cause the removal of the unwanted items.
15.3. Operator’s Property. All trade fixtures and personal property and equipment installed by the
Operator, along with the Operator’s signage, will remain the property of the Operator, and
may be removed by the Operator not later than the date on which the term of this Operating
Agreement expires, or within a reasonable time after its earlier termination.
16. Insurance.
16.1. Operator Policies Required. The Operator will maintain the following insurance during the
term of this Operating Agreement:
16.1.1. Commercial General Liability. Coverage must be at least as broad as ISO form CG 00 01
in an amount not less than $5,000,000.00, covering the Center, endorsed to include
the County as an additional insured, with coverage at least as broad as ISO form CG 20
10.
16.1.2. Commercial General Automobile Liability. Coverage must be at least as broad as ISO
form CA 00 01 in an amount not less than $1,000,000.00 for vehicles actually used in
the operations at the Center (as compared to used for simple commuting).
16.1.3. Workers’ Compensation. Statutory limits, with Employers’ Liability coverage in an
amount not less than $1,000,000.00 per injury, illness, or disease.
16.2. County Policies Required. The County is now self-insured for liability as permitted by law, and
will remain self-insured during the entire term of this Operating Agreement.
16.3. Injury Reports. By the 15 th of each month, Operator will provide to the County, Risk
Management Department, 130 S. Congress, 6 th Floor, Tucson, Arizona 85701 with a copy to
Facilities Management, whose address is provided in Section 23 below, a report listing any
incident involving serious injury to persons or damage to property occurring at the Center
such as would require report by Operator to its insurance carrier. If any such injury to persons
requires emergency medical treatment, the Operator will contact County within one (1)
business day of such incident. County will have the right to investigate any incident involving
injury to persons or property occurring at the Center and the Operator will provide County
with all information available to the Operator about such incident.
16.4. Insurance Certificates. Operator will provide County with current certificates of insurance
showing County as an additional insured where required. All certificates of insurance must
provide for guaranteed thirty (30) days written notice of cancellation, non-renewal or material
change.
16.5. Waiver of Subrogation. Each party waives its claims and subrogation rights against the other
for losses typically covered by property insurance coverage.
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16.6. Changes to Insurance Requirements. County retains the right to reasonably increase the limits
or types of coverage from time to time as determined in the best interests of County by Pima
County Risk Management.
17. Indemnification. To the fullest extent permitted by law, the Operator will defend, indemnify, and
hold harmless County, its officers, agents, and employees, from and against any and all claims,
liabilities, losses, damage, cost and expense, including but not limited to reasonable attorney’s fees
and/or litigation expenses, arising out of or resulting from the conduct or management of the
Center during the term of this Agreement, or any accident, injury, damage, or violation of law
whatsoever occurring in or at the Center caused in whole or in part by any act or omission of the
Operator or anyone directly or indirectly employed by it, its agents, representatives, contractors,
subcontractors, licensees, or anyone for whose acts it may be liable, except to the extent it is caused
by the negligent, or willfully or intentionally wrongful act or omission of the County or any of its
officers, agents, or employees, representatives, contractors or invitees. To the fullest extent
permitted by law, the Operator will also indemnify County against any claim, liability, damage, cost,
or expense arising out of the release of any hazardous substance, hazardous waste, hazardous
materials, or petroleum products or by products on, from or under the Center permitted by
Operator during the term of this Operating Agreement, unless the release was by an officer, agent,
employee, representative, contractor or invitee of the County.
To the fullest extent permitted by law, the County will defend, indemnify, and hold harmless
Operator, its officers, agents, and employees, from and against any and all claims, liabilities, losses,
damage, cost and expense, including but not limited to reasonable attorney’s fees and/or litigation
expenses, arising out of or resulting from the County’s conduct at the Center and its obligations
hereunder pertaining thereto, or any accident, injury, damage, or violation of law whatsoever
occurring in or at the Center to the extent caused by any negligent or intentionally or willfully
wrongful act or omission of the County or any County employee, or agent. To the fullest extent
permitted by law, the County will also indemnify Operator against any claim, liability, damage, cost,
or expense arising out of the release by the County of any hazardous substance, hazardous waste,
hazardous materials, or petroleum products or by products on, from or under the Center permitted
by the County during the term of this Operating Agreement.
18. Non-Discrimination. The Operator agrees that during the performance of this Operating Agreement,
the Operator will not discriminate against any employee, client or any other individual in any way
because of that person’s age, race, creed, color, religion, sex, disability or national origin. The
Operator will comply with the provisions of Arizona Executive Order 75-5, as amended by Executive
Order 99-4 and 2009-09 issued by the Governor of the State of Arizona, which is incorporated into
this Operating Agreement as if set forth in full herein.
19. Environmental Responsibility.
19.1. Hazardous Materials Prohibited; Clean Air Act. Operator will not cause or grant permission for
any Hazardous Material to be brought upon, kept, or used in or about the Center by Operator,
its agents, employees, contractors or invitees, without the prior written consent of County,
other than such reasonable quantities of Hazardous Materials which are necessary or useful to
Operator’s business and which will be used, kept and stored in a manner that complies with all
laws regulating any such Hazardous Materials. Operator’s operations at the Center will comply
12

with all applicable federal, state, and local environmental laws and regulations, including
applicable provisions of the Clean Air Act, 42 U.S.C. 7401 et seq. and Arizona Revised Statutes,
Title 49, Chapter 3.
19.2. Indemnity. If Operator breaches the obligations stated in the preceding section 19.1 and such
breach results in contamination of the Center or the soil or ground water under or adjacent to
the Center with Hazardous Materials then, except to the extent caused by County, its agents,
employees, or contractors, Operator will indemnify, protect, defend and hold County harmless
from any and all claims, judgments, damages, penalties, fines, costs, expenses, liabilities or
losses (including, without limitation, diminution in value of the Center or any part thereof,
damages for the loss or restriction on use of usable space or of any amenity of the Center or
any part thereof, damages arising from any adverse impact on marketing of space with
respect to the Center or any part thereof, and sums paid in settlement of claims, attorneys’
fees, consultant fees and expert fees) which arose or arises during or after the term of this
Agreement as a result of such contamination. The foregoing obligation of Operator to
indemnify, protect, defend and hold County harmless includes, without limitation, costs
incurred in connection with any investigation of site conditions or any cleanup, remediation,
removal, restoration or other response work required by any federal, state, or local
governmental agency or political subdivision because of Hazardous Material present as a
result of a breach of said section 19.1 above.
19.3. Clean-Up. Without limiting the foregoing, if the presence of any Hazardous Material on or in
the Center, or the soil or ground water under or adjacent to the Center, was caused or
permitted by Operator, or its agents, employees, contractors or invitees and results in any
suspected contamination of the Center, or the soil or ground water under or adjacent to the
Center, Operator will promptly notify County in writing and take all actions at its sole expense
as are necessary to return the Center, or such soil or ground water, to the condition existing
prior to the introduction of any Hazardous Material to the Center, or to such soil or ground
water; provided that County’s approval of such actions must first be obtained, which approval
will not be unreasonably withheld, delayed or conditioned, so long as such actions would not
potentially have any material adverse long-term or short-term effect on the Center. In
effecting such a cleanup, Operator will comply with all federal, state, and local laws and
regulations. Operator will provide County with copies of all reports, investigative data, and
correspondence associated with the clean-up activities. County must be adequately informed
of and have the option of attending all meetings with regulatory agencies relating to any such
clean-up activities.
19.4. Pre-Existing Contamination; Contamination by County; Indemnity. County agrees that
Operator will not be liable for any contamination of or damage to the Center, or the soil or
ground water under or adjacent to the Center, that occurs prior to transfer of exclusive
possession of the Center by the County to the Operator, except to the extent that such
contamination is caused or aggravated by any action of Operator.
The County will take all actions at its sole expense as are necessary to return the Center or such soil
or ground water to the condition existing prior to the introduction of Hazardous Materials to
the Center or to such soil or ground water in the event of any Hazardous Materials
contamination to or damage to the Center caused by County, its agents or employees, during
13

the Term of this Operating Agreement. In addition, the County will indemnify, protect, defend
and hold Operator harmless from any and all claims, judgments, damages, penalties, fines,
costs, expenses, and liabilities (but not including consequential damages) suffered by
Operator as a result of any contamination and/or introduction of Hazardous Materials to the
Center or the soil or ground water under or adjacent to the Center, caused by County, its
agents or its employees. The foregoing obligation of County to indemnify, protect, defend and
hold Operator harmless includes, without limitation, costs incurred in connection with any
investigation of site conditions or any clean-up, remediation, removal, restoration or other
response work required by any federal, state or local governmental agency or political
subdivision because of Hazardous Material presence for which the County is responsible as
provided for in this section 19.4 above.
19.5. Notices Regarding Environmental Conditions. County and Operator will, within ten (10)
business days following either party’s receipt thereof, provide the other party with a copy of
(i) any notice from any local, state or federal governmental or regulatory authority of any
violation or administrative or judicial order or complaint having been filed or about to be filed
in connection with the Center alleging any violation of any local, state or federal
environmental law or regulation or requiring either County or Operator to take any action
with respect to any release on or in the Center or the soil or ground water under or adjacent
to the Center of any Hazardous Material, or (ii) any notices from a federal, state or local
governmental or regulatory agency or private party alleging that either County or Operator
may be liable or responsible for cleanup, remedial, removal, restoration or other response
costs in connection with any Hazardous Material on or in the Center or the soil or ground
water under or adjacent to the Center or any damages caused by such release.
19.6. Hazardous Material. As used herein, the term “Hazardous Material” means any hazardous or
toxic substance, material or waste which is or becomes regulated by any local governmental
authority, the State of Arizona or the United States Government. The term “Hazardous
Material” includes, without limitation, any material or substance that is (i) petroleum or
petroleum products; or (ii) defined as a Hazardous Material under A.R.S. § 26-301(8).
19.7. Sustainability Plan. Operator will prepare and implement an integrated waste management
plan to re-use, recycle, and/or compost any consumable materials utilized in the performance
of this Operating Agreement, and will submit the plan for County review at least annually.
20. Damage or Destruction of Property. In the event of (a) fire or other casualty or damage to the
Center, including, without limitation, to the Building and/or related parking areas and access drives,
during the term of this Operating Agreement or any extension thereof which requires repair or (b)
the Center (or any part thereof) being declared unsafe or unfit for occupancy by any authorized
public authority for any reason, which declaration requires repairs to the Center (or any part
thereof), then the County will immediately undertake all necessary repairs to, and all restoration
and/or replacement of, the Center or adjacent areas needing repair, and will diligently and
continuously act to complete such repairs, restoration and replacement as soon as possible. If such
repairs, restoration and/or replacement or not completed within one hundred twenty (120) days of
the earlier of the occurrence giving rise to the need therefore or the declaration of unsafety or
unfitness for occupancy, then the Operator will have the right, by written notice to the County, to
immediately then terminate this Operating Agreement.
14

21. Default and Remedies.
21.1. Notice & Cure. In the event either party fails to perform any material term or condition of this
Operating Agreement when due, then before an event of default will allow the non-defaulting
party to exercise its remedies, the following must take place: In the event of a monetary
failure to perform, the non-defaulting party must give the defaulting party written notice of
the default, and thereafter the defaulting party will have ten (10) business days to cure such
default. In the event of other than a monetary failure to perform, the non-defaulting party
must give the defaulting party written notice of the default, and thereafter the defaulting
party will have thirty (30) calendar days to cure the default, provided, however, that if the
nature of the default is such that more than thirty (30) days are reasonably required for its
cure, then the defaulting party shall not be deemed not to have cured the default if said party
commenced such cure within said thirty (30) day period and thereafter diligently prosecutes
such cure to completion. In the event the default is not cured within the foregoing time limits,
then the non-defaulting party may pursue all rights and remedies under this Operating
Agreement at law or in equity, including without limitation, immediately then terminating this
Operating Agreement.
21.2. Immediate Termination by County. This Operating Agreement may be terminated immediately
by County, with written notice to Operator, for any of the following:
21.2.1. loss by the Operator of its tax-exempt status or an action by the IRS challenging that
status;
21.2.2. the Operator commits three (3) defaults in a consecutive twelve (12) month period,
regardless of whether or not the Operator timely cured such defaults as provided in
sections 21.1 above and/or 21.3 below;
21.2.3. failure by Operator to conduct the Permitted Uses at the Center for any consecutive
period of thirty (30) days or more.
21.3. Suspension by County. Upon the occurrence of any of the following, the County may give the
Operator written notice and Operator will immediately cease operation of the Center, and
County will be relieved of any monetary obligations under this Agreement, until the problem
is cured to the County’s reasonable satisfaction:
21.3.1. failure of the Operator to carry the required insurance;
21.3.2. knowing violation of any law or knowing conducting of any unlawful activity by the
Operator with respect to the Center;
21.3.3. any action or omission by the Operator which, in the County’s reasonable judgment,
exercised in good faith, causes a threat to the health or safety of the general public or
the Center’s users in relation to Operator’s activities at the Center;
21.3.4. the Operator creates or permits any waste or nuisance at the Center, or unduly
disturbs the quiet enjoyment of neighboring property owners/occupants;
15

21.3.5. the Operator knowingly permits the consumption of alcohol at the Center without the
written consent of the County;
21.3.6. the Operator fails to timely provide the financial statements required under
paragraph 6.3 above, and further fails to thereafter provide such statements within
thirty days of written notice from the County that they are late.
21.4. Rights & Remedies. No right or remedy conferred or reserved is intended to be exclusive of
any other right or remedy, and each will be cumulative and in addition to any other right or
remedy conferred or reserved in this Operating Agreement.
22. General Provisions.
22.1. Conflict of Interest. This Operating Agreement is subject to the provisions of A.R.S. 38-511
regarding the cancellation of contracts involving conflict of interest.
22.2. Venue. This Operating Agreement will be construed in accordance with the laws of the State
of Arizona, and venue for resolution of any dispute arising under this Operating Agreement
must be Pima County, Arizona.
22.3. Severability. If any term, covenant, condition or provision of this Operating Agreement is held
by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the
provisions hereof will remain in full force and effect, and will in no way be impaired or
invalidated.
22.4. Headings. The various headings and numbers herein and the groupings of the provisions of
this Operating Agreement into separate articles and paragraphs are for the purpose of
convenience only, and will not be considered or construed otherwise.
22.5. Entire Agreement; Amendments; Survival. This Operating Agreement, together with all
exhibits, schedules and addenda attached hereto, sets forth the entirety of all covenants,
promises, leases, conditions and undertakings, either oral or written, between the County and
the Operator with respect to the subject matter hereof. Except as herein otherwise provided,
no subsequent alteration, amendment, change or addition to this Operating Agreement will
be binding upon the County or the Operator unless reduced to writing and signed by both
parties. The parties’ respective obligations to indemnify, defend and hold harmless each other
as provided for elsewhere in this Operating Agreement shall survive the expiration of the term
hereof and/or the termination of this Operating Agreement.
22.6. Successors & Assigns. This Operating Agreement will be binding upon and inure to the benefit
of the parties and their respective successors and permitted assigns.
22.7. Waiver. No covenant, term or condition of this Operating Agreement can be waived except by
a writing signed by the party against whom such waiver is sought, and the forbearance or
indulgence by a party in any regard whatsoever will not constitute a waiver of any provision.
22.8. Compliance with ADA. Operator shall comply with all applicable provisions of the Americans
with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101-12213) (the “ADA”) and all
16

applicable federal regulations under the Act, including 28 CFR Parts 35 and 36, if, at any time,
Operator remodels, renovates, or conducts new construction at the Center. County reserves
the right, but not the obligation, to enter into the Center to make improvements, at the
County’s cost, to provide reasonable ADA accommodations. Other than as specified above,
Operator shall have no obligation to make any changes or revisions to the Center necessary to
conform with the ADA.
22.9. Non-Discrimination in Employment. Operator shall not discriminate against any County
employee, client or any other individual in any way because of that person's age, race, creed,
color, religion, sex, disability or national origin in the course of carrying out Operator’s duties
pursuant to this Operating Agreement. Operator shall comply with the provisions of Arizona
Executive Orders 75-5, as amended by Executive Order 99-4, which are incorporated into this
Lease by reference as if set forth in full herein.
22.10. Non-Appropriation. Notwithstanding any other provision in this Operating Agreement, if
during any County fiscal year during the term hereof, there are not sufficient appropriated
and available monies for the purpose of maintaining any County obligation under this
Operating Agreement, then County shall be excused from such obligation for the period of
time for which such monies are unavailable, provided, however, that if the Operator
continues to occupy the Center and perform all of Operator’s obligations under this
Operating Agreement, then the County shall fully perform all of its other obligations
hereunder. Alternatively in such instance, Operator may give notice to the County of its
termination of this Operating Agreement and, in such instance, this Operating Agreement
shall terminate.
23. Notices. All notices, demands or other similar communications required or permitted to be
given hereunder must be in writing and must be served upon the other party by either (i)
personal delivery to the party to whom such notice is addressed (including by any messenger
or courier service) or (ii) by first class registered or certified U.S. mail, postage prepaid, with
return receipt requested, addressed to the respective parties as follows:
To the County: Clerk of the Board of Supervisors
Pima County
130 West Congress Street, Fifth Floor
Tucson, Arizona 85701
With a copy to: Pima County Facilities Management Director
Pima County
150 West Congress
3 rd Floor
Tucson, Arizona 85701
To the Operator: YMCA of Southern Arizona
Attn: Dane Woll, President/CEO
60 Alameda Street
Tucson, Arizona 85701
17

Or to such other address as any party notifies the other party of by advance writing, delivered in
accordance with the above procedure. Such notices or communications will be deemed
effective, if by personal delivery, on the date of such delivery, against receipt therefore (or upon
refusal of acceptance), or if by first class mail, three (3) business days after the date so mailed.
24. Force Majeure. If either party hereto will be delayed or prevented from the performance of any act
required hereunder by reason of acts of God, strikes, lockouts, labor trouble, civil disorder, inability
to procure materials, restrictive governmental laws or regulations or other unforeseen
circumstances without fault and beyond the control of party obligated, performance of such act will
be executed for the period of delay and then for a period of time reasonably necessary to perform
the act.
25. Authorization and Powers of Operator. In order to carry out its responsibilities under this
Operating Agreement, and subject to the limitations of any applicable federal, state and local laws,
rules and regulations, and any other express limitations as provided in this Operating Agreement,
Operator shall be authorized and empowered to handle, manage and control the operations
conducted at the Center, to execute such agreements, contracts and documents as it deems
necessary, in its business judgment, to carry out such functions, and to do such other acts or things,
and execute such other documents or instruments, as it deems wise and prudent in order to carry
out its duties and responsibilities as set forth herein. The Operator shall not be considered an agent
of the County and shall not have the authority to bind the County or to speak on behalf of the
County, unless otherwise provided by written instrument.
26. Transfers or Assignments. Operator shall not transfer, assign or in any manner alienate this
Operating Agreement or any interest therein, and shall not sublet the Center, or any part thereof, or
any right or privilege appurtenant thereto, without first receiving the advance written consent of
the County, which consent may be withheld or conditioned by the County in its sole discretion. Any
such attempted transfer or assignment in violation of the foregoing setnece will be null and void.
Any sale, transfer, or conveyance of the Center or the real property which includes the Center, by
the County during the term of this Operating Agreement, will be made subject to this Operating
Agreement and the transferee will be required, in connection with the transfer, to assume all
County’s obligations under this Operating Agreement. If the County transfers the Center in violation
of the foregoing, Operator’s sole remedy will be termination of this Agreement.
27. Negotiated Resolution. Nothing in this Operating Agreement shall preclude the parties from
agreeing upon alternate terms pertaining to the foregoing obligations, duties and provisions in light
of the circumstances in existence at the time of any such subsequent agreement, provided,
however, that no party shall be compelled to negotiate for or to accept any such alternate terms.
No such terms will be binding upon the parties unless expressed in a written amendment to this
Operating Agreement signed by the parties.
28. Attorney’s Fees. In the event that it becomes necessary for either party to initiate an action or
proceeding to enforce or interpret any of the terms or provisions of this Operating Agreement, the
prevailing party in such action or proceeding shall be entitled to all of its reasonable attorney’s fees
and costs in connection therewith from the non-prevailing party, including those on any appeal.
18

29. Memorandum of Agreement. The parties shall execute, acknowledge and record a short form
memorandum of this Operating Agreement in the office of the Recorder of Pima County, Arizona.
IN WITNESS WHEREOF, the parties have duly executed this Operating Agreement as of the day and year
first above written.
PIMA COUNTY BOARD OF SUPERVISORS
By: ________________________________
Chairman
ATTEST:
____________________________________
Clerk of the Board of Supervisors of Pima County
Date:________________________________
APPROVED AS TO CONTENT:
____________________________________
Pima County Facilities Management
Date: _________________________
APPROVED AS TO FORM:
_____________________________________
Civil Deputy County Attorney
Date: ___________________________
19
YMCA OF SOUTHERN ARIZONA, an Arizona nonprofit
corporation
By: ________________________________
Dane Woll
Its: President/CEO
H:\Trans\RE\Cooperative Parks Agreements\Kino Rec Center\Drafts\Operating Agreement\2012-03-21 Kino Rec Center Operating Agmt.doc

Pima County - Kino Rec Center
N

Exhibit B to Operating Agreement between Pima County and YMCA
E. OPERATION-PROGRAM PLAN
- -
-
Hours of Ooeration
Fadllty
Approximalely 92 hours/week
Monday Friday; 5:30am 9:30pm
Saturday: 7am
Sunday: Closed
8pm
Pool
Hours in accordancewithsection 5.6.2 of the operating agreement.
child Care
Child Watch
Membership includes 2 FREE hours of child watch per day per child while theirparents work-out.
-
Ages 6 weeks 8 years oId
-
-
Monday Friday: 7:30am 8pm
-
-
Saturday: 8am lpm, 4pm 7pm
Sunday: Closed
Preschool Safy Education Child Care
Y Child Care Center is convenientlylocated just 3 miles from the Kino Recreation Center.
Parents can drop children offat the new Mulcahy YMCA Kino Community Center and the YMCA will
transpodchildren to the Mulcahy/city YMCA Child Care Center.
-
-
-
Ages 1
Monday
5 years oId
Friday: 6am 6pm
Saturday & Sunday: Closed
Afterschool Child Care
State Iicensed Y afterschool projram offered at Mulcahy/city YMCA Child Cafe Center. Children benefit
from: daily homework help, physlcal activity,healthy snacks, exploration of a variety of theme-based
activities designed to spark new interests and timeto form lifelong friendships. We also pick up children
from neighboring schools.
-
Ages Kindergaden 12 years old
Hours reflect TUSD schoolschedules
Summer Day Camp Child Care
The Summer Day Camp schedule willrun concurrent with TUSD summer vacation schedule.
See Appendl 4
St-affina
See Appendl 5
Permted Uses
See Appendix 6
CommunitvOutreach
See Appendix 6
Instruction/class Availabilitv
See Appendix 7

Appendix 4
IT#5THE
SUMMER TO
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summer Camp
FOR YOUTH DEVELOPMENT
FOR HEALTHY LIVING
FOR SOCIALRESPONSIBILIW
Exploring nature, gaining new experiences and making new friends are just some of the benefits
of participating /'n F Stzmmer Day camp. Y Summer Day Camp is a unique and invaluable
experience for children and teens.
Getting a summer break from Iearning in school doesn't mean that kids should not spend the
summer Iearning outside the classroom. At Y' Summer Day Camp, campers pa*icipate In
aademic enrichment ativities a are relevant and engaging to children and Youth.
Some examples include a debate on current events use of technologw Seld
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tripsp
improvisational comedyz art, drama. and storY tellmg. Our camp also encourages
campers o be healthy and fit by incorporating spors and recreational aaivittes.
Campers Iearn how to be responsible and resourceful, work in gmtzps, so/ve problems and make
-
decisions that will help them groe as individuals a// while having fun.
Y summer Day Camp's nTheme Weekee is summarized as follows:
The Summer Day Camp Program will run concurrent with TUSD Summer vacation schedule of 11
weeks from 6:00 am to 6:00 pm Monday through Friday. The Y's summer day camp program is
offered children ages 5 to 12 vears old. The program is comprised of an 11 week 'Theme
Week'' format. Each week will be filled with a variety of activities and events that revolve around
favorite themes. The day will provide a balance of indoor and outdoor adventures, with a mix of
creative activities In addition, we will provide two daily healthy snacks and a nutritious Iunch each
day.
Week 1) Aloha at the Y!
Schools out! Welcome to day camp. It's the first week of summer...are you ready to take a
vacation from homework'?! We will be making Ieis, Hawaiian flowers, and cooling off in the deep
blue swimming pool at the end of day. The week will end with a relaxing field trip to the movies.
Week 2) Soorts/All-star
Put your game face on, it's your time to shine. We will be playing dodge ball, kick ball and
conquering the rock wall.
Week 3) Shakin', Movinn and Goovin'
Let's get this party started...Where is the music? We'll share our talents and great dance moves as
we shake, move and groove aII week long!

Week 4) Suner Heroes
It takes super-human powers to be a Y-camper. Together we will create your hero or villain,
share secret messages and build our own Gotham Y-city.
Week 5) Week of Holidavs
What better way to forget th sweltering heat of Arizona thap to celebrate Christmas in luly! We
will b singing carols, drinking hot chocolate and sqending a holiday afternoon atop Mt. Lemmon.
In addition we will be celebrating Iove while munchlng on candy hearts and makinj Valentine's
Day cards. Join us for trick-or-treating, decorating Easter eggs and some all Amencan apple pie
(ala mode).
Week 61 Healthv Me
Create your own wacky fun fitness plan! Pradice making healthy snacks, with tips from a Iocal
chef. With your own jedometer to count your steps for daily prizes! Challenge other campers with
outrageous fitness skllls.
Week 7) Suoer Soakin' H2O Week
Beat the heat with us this week! Water balloons, slip & slides, water games, and fun at the pool.
We are ready to get wacky and wet as we spend the whole week enjoyng the refreshing wonders
of water.
Week 8) Caf Kids
Plan a menu, make a grocery list, wash produce, set a table, take orders, and cook. Enjoy making
and eating your own snack at the Kid's caf.
Week 9) Y Spirit Weqk
lf you see a bunch of Y campers with crazy hair! Be careful they might ask you to sing the YMCA
song during our spirit week. Every day will be a new funky, fantabulous adventure. Slippery daring
fun filled water fights and a chance to slime your favorite camp leader.
Week 10) Y ldol
Got Talent? This is the week when comedy, performances, music and dance are aII celebrated.
Spend the week preparing and creating your very own performance with your camp friends to
present at the Y Idol Talent Show!
Week 11) Going Greep
Recycle, Reuse and Reduce! Creating a better world for the future of our children while living in
harmony with the world around us; the theme of our final week at camp! We'lI be learning *'green'
how to
live more in our daily Iives through recycled art projects, gardening plans and field trips to
such places as Bicas. Join us in making this world 4 Iittlq bit better.
zqsa Ieadin nonprofit cozn/o/tel to st/-e/agt/leo/?t? comrnunitv thmt/g/avouth development,
healthv Nving an d so cial respnsiblitv. t/le Y'wo'ks to he/p chldren ancl teens discover tbel'r
JtJ/ potentl! l)yprovtdltg tppportt/r?//es
tz Iean, jyot,v and thrive.

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t
=
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D
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*

Appendix 6
KinoYulcahy YMCAProgram Model
i
As a resull of the Strongpoint M survey, and evaluating successful programs hosted by
the Mulcahy/city Child Care Center. it is evidentthatthe Program model for the new
YMCAwillneed to vary from the traditionalYMCAof Southern Arizona model.
Factors that influence the Pronram nrooosalare:
*
Recognizing the cultural,socio-economicsofthe residenls that may utilize
services
*
*
The Community is unfamiliar with a WMCA Membership kBenefif' model
Recognizing area constituents pay as they go, living .
from paycheck to paycheck
Nearby Employers commitment to supporting the YMCA ( access to HR Depts.
to promote YMCAinitiatives)
. Paftnerships / Collaboration polential is slrong
. Mulcahy/city YMCA willbecome a satellite program site of the Kino Center
For Healthv Livinq
YMCACollaborations to Address Childhood Obesity
The majorityof obesity programs focus on both prevention (stoppingobesily before it
happens) and control/intervention (helpingpeople who are obese or at high risk for
obesity)
. Programs primarilyfocus on kids ofa1Iages
YMCAS
. are padnefing with schools, hospilals, health depadments, and local
governmentsto develop and deliver these programs
. Almost aII of the programs containat Ieast one of the following: physical activity,
nutrition/healthyeating, or health education
. The overwhelmingmajorityofthese programs are actuallytaking place at the
YMCA itself
Youth Sports
1%Bittv soorts
This 9 week parent/child program focuses on the fundamentals of tee ball, soccef and
basketball programs for children ages 3- 5. Having fun, Iearning a skill, makingnew
friends and creating a social group 1or parents to network are aII components of this
activity. Mulcahy is currentlysoliciting feed- back from current parents of 1he preschool
childrenseeking input to begin this program at the Mulcahy site.
Team Leaaues
Basketball, Volleyball, Badminton
Clinics, Camps and Leagues for kids could alI be offered utilizingthe gymnasium

Pre-season snort snecific conditionina orocrams
Discussions are taking place with Owners of Yard East on opportunities to partnef with
the Tucson area Little League and Youth Baseball Association and with promoters of the
youthsoccer teams to offerspod related pfe conditioningprograms.
- Swim Lessons Pool Use
The Kino Pool has the potential of becoming a site for the summer Expanded 2ndGrade
Swim Program. Operation of the Pool May look very similarto the Northwest model as
we conlinueto negotiate operationof the facility. The potential of building a Bath house
adjacent to the pool will encotlrage and facilitate community,family and programmed
aquatic evenls such as:
Family Pool padies, Family Saturday Evening Swim followed by a Picnic or
Bar-B-Q
* Mulcahy Child Gare padicipants would be able to enhance programming by
adding swimmingcomponentand busing them to the site.
Vail, Sahuarita, and Mulcahy SACC (After School Programs) and Summer
Day Camp would have access to 1he pool, again enhancing the program
offerings
Adult Well Being
Personal Traininc programs willbe developed to support the UPH employee health
incentive initiative with a format for data collectionand monitoring.This willprovide the
justification to employer subsidized incentive membership
Diabetes Prevention Pronram willbe highly visible and presented / promoted to the
community
Adult Bas-ketball Leaes that are ctlrrentlypfogrammed at the Kino center willcontinue
Davtime Proqramm- ing for seniors would be offeredduring slow day time hours u:lizing
conference rooms. Art Studio and Wellness Centef.
For Youth Development
A strong considefation willbe given to housing a Youth Develment Office at the Kino
site throughthe U of A, Activate Tucson Partnership. This would allow the Kino Site to
be the Vucson Training'' site for Programs previously initiated by Triangle Y Camp and
Sunnyside Schools. (SALT) The Key element in Youth Development is the abilityof the
program to self sustain through a succession plan by trainingyouth leaders to train their
peers, who willin turn trainthe younger upcoming leaders.

A licensed Summer Day Camo Propram will be run at the Kino Site in addition the Child
Care programs at Mulcahy. See Appendix 5
Fpr Social Responsibilitv
The Hispanic Culture is strong in this area and by honoring their traditionsand diversity;
the Kino Site willbecome a Community social gathering place for families, and cultural
activitiessuch as dance, art and music groups.
For Families: Monthly soecial events willbe hosted at the Kino site such as but not
limited to: Dive in Movies, Parents Night Out, Family pool side events, Dia de los Ninos.
and Sock Hop. Families celebrating Bidhday Parties, Family Reunions and similar
activities willhave access to the Multi Purpose rooms at market rates.
The Large Multi Purpose room space willbe used to host community service groups
fromthe south side such as Optimist and South Side Business Leaders. Consideration
willbe givento YMCA programs use of space as the number one priority.
The Kinosite has the potential to be the South side Community Center YMCAwhere
community,neighbors and local business meet for the purpose of creating a Healthy
Environment for the prosperity of all.
The current Mulcahy / City Branch willbecome a satelliteprogram site of the Kino
Branch, creating a Gity. County &YMCApartnership. This relationship demonslrates
fiscallysound business practices of combiningresources and staff.

Appendix 7
the
k
BUILDING
RELATIONSHIPS
THAT MATTER
Program Offerings
-
'Health and Well-being
Wellness Coaching
Open Gym
Diabetes Prevention Program
Adplt Sports Leagues
Individual Personal Training
Indobr Group ycling
Kettle ball Classes
Boot Camp Classes
Yoga
Cardio Kickbxing
Muscular Strength
Pilates
Step Aerobics
Zumba
Classes
Youhg at Heart Silver Sneakers
Ybuth olvqlopment
Youth and Government
Y Leaders in Training
Babysitter Boot Camp
Swimming lessons
Ballet, tap, dance, Gymnastics
Sports Leagues and Camps
IttrBitty Sports
Youth Cycle, Youth Yoga
Kids Fit Circuit
Karate
Full-time Day Care
hild Watch
Before and After School Cre
FORYOAHbEVELOPMENT
Social Rpspppsibility
YMCA'S 6iabtes Prevention Program
F*R HECTHY AING
FDRSMAI RESPONSZII'.ITY
Kitzl-it@
Salsa, Sabor Y Salud at the Y
Activate Tucson
Comrunities Putting Prevention to Work
Family Volunteering
Militafy Outreach
2nd Grade Swim
Family Nights
YMGOF SOUTfIEANARIONA * 60 W Asaeda StTuson AZ :571

Exhibit C
List of Use Agreements
• Pima Vocational High School is using 4 rooms on the north side of the Building; the County is
working to move this charter school function, and anticipate it being relocated before the
Commencement Date. It is possible, however, that this use would continue through the end of the
school year in May.
• Alta Vista Charter School has an agreement to use various parts of the Center intermittently through
the end of the school year. County has provided Operator with a copy of the agreement.
• Arizona Smoke School is scheduled to use Room 102/3 on March 15 and May 22, 2012.

the
A.$
Exhibit D to
setween pima
Exhibit F
Cleaning and Maintenance Schedule
Janitorial Services * - 5x
- lnitialcleaning of the gymnasium
Operating Agremeent
County and YMCA
FORYOUTHDEVELOPMENT
Ffm HFALTHYLlVIN6
F0R OCWLRESPQNSIBILITY
per week (ormore as needed)
Prior to opening then on an as needed
basis.
-
High dusting of gymnasium Prior to opening then on an as needed basis.
-
High dusting of main Iobby Prior to opening then on an as needed basis.
- Steam cleaning of block walls in gymnasium Prior to opening then on an
as needed basis.
* Janitorial services include'.
Spot clean and disinfect door knobs & light switches.
Clean aIl walls, ceiling and floor vents.
-l-horoughly clean a1l restrooms tsxturesinside and out, removing all water
residues build up with tmti-bacterial, germicidal product. Waste receptacles are to
be emptied, spot cleaned. R-rash is to be removcd t.opre-designated arca. Wash
al1restrooms partitlons on both sides, incltlding doors, hinges, and partition
seams. A11dispensers shall be l'-illedand have cnough supply to cover the
following business day.
Corners alld edges of floors will bu swept or vacuumed
dust.
to remove a1l dil and
A1l interior glass/windows wi 11be cleaned nightly. Main enrance uzindows uil l
be cleaned inside and out nightly. Heigltt limit shall not exceed 7 tket.
Clean custodial closefstorage arcas to inelude wmshing sink, tlust mop and wet
mop floor (wax when reqtlested), restock' supplics.
Clean shower areas including lockers. benches, floors. drains & shower fsxtures.
Gymnasium flooring to be dust moppekl each time building is serviced.
Polish non-carpeted tloors as requircd by manufctures standards to retain a
uniform right appearance. Three z/zat?.per vezzr.
Shampoo all carpetcd areas using 11dry clean bonnet method. Tllree times ner
vear.
Carpet steam/extraction metlzod. Annual Sewice.
Strip and wax VCT llooring, including c'ove base cleaning and wiping. Annual
Servie.
Machine scrub lobby aggregate concrete and apply appropriae concrele sealer.
Three tpxc.s'per vvfzn
Maclline scrub shower roolms and restrtloms to remove hard water deposits and
help maintain a more sanitary environmel:t. Tltree /zat?. ner pelz..

Exhibit E to Operating
Agreement between Pima
County and YMCA
21

the
--' 4.-..7...'
Pima County and YMCA
FORYOUTHDEVELOPMENT
FO9 HEALTHYUVING
FOR SOCIALRESPORSIBIUTY
Exhibit D
Inventoly of Equiplment, Fixtures and Furniture to be delivered by the County
The following is a Iist of equipment that will stay at the Kino Community Center for
the transition to the YMCA of Southern Arizona:
Cardio equipment 1. (excludingMatrix Stepper)
2. Sound System in dance room
3. Shelving and furniture in Iobby and hallways
4. Gym scoreboard and control panel
5. Pottery Kilns
6. Art room furniture
YMCA OF SOUTFIERN ARIZONA
6 0 W Alameda 5t Tucson AZ 8570 1
P 5 2 0 6 2 3 5 5 1 1 F 5 2 0 6 2 4 1 5 18
WWW.TUCSONYMCA.ORG
7 each
1 each
AIl
1 each
2 each
AII

ATTACHMENT 2

ATTACHMENT 3

Northwest YMCA Pima County Community Center
For Youth Development, Healthy Living & Social Responsibility
HEALTHY LIVING
The Northwest YMCA focuses on improving the communities
health and well-being with programs and an open, welcoming
environment. .
The Northwest YMCA has over 28,000 average memberships
annually
With over 75% being families
The Northwest YMCA provide healthy lifestyle programs and
social gatherings to over 2,300 active older adults and
silver sneaker members.
YOUTH DEVELOPMENT
The Northwest YMCA focuses on nurturing the potential
of every child and teen through the vast array of programs.
Programs are offered for ages 3 to 18 years and include Kids
Fit, Little Dancers, Jr. Lifegaurd, Swim Lessons, Teen Boot
Camp, Karate, Sports, CheerCats, Teen Camps, Leaders In
Training...and so much more!
The Northwest YMCA opened the Angel Youth Center in
September 2011 with and average monthly use of 1,500
Youth Program Participation - 2,500
Youth Programs Offered- 32
SOCIAL RESPONSIBILITY
The Northwest YMCA is dedicated to giving back and providing
support to our neighbors.
The education partnership with the Pima Community College
provides students a working space for physical education
classes. Over 800 utilize the facility each year.
At the Thad Terry Aquatic Center (a YMCA/County Partnership
Pool) over 96,000 adults and children use the pool every
year.

ATTACHMENT 4

2005
YMCA of Metropolitan Tucson
& Pima County, Arizona
Celebrating our Success
Lohse Family YMCA
Northwest YMCA/Pima
County Community Center
Holsclaw Child Development Center

Page 2
Table of Contents
YMCA of Metropolitan Tucson
& Pima County, Arizona
Table of Contents 2
Executive Summary 3
Lohse Family YMCA 4
Lohse & Holsclaw Child Development Center Programs 5
Northwest YMCA/Pima County Community Center 6
Northwest Programs 7
Conclusion 8

Executive Summary Page 3
A successful collaboration has been described as “a long-term, well-defined relationship entered
into by two or more organizations to achieve common goals.” This has certainly been
the case when Pima County and the YMCA of Metropolitan Tucson teamed-up to serve children,
adults, seniors, and most of all, families in two locations – downtown Tucson and the
rapid-growing northwest area. This progressive partnership between county government and
the area’ s largest non-profit service provider has been a significant community success.
I nitially, our partnership started in 1992, when the Lohse YMCA moved to county-owned property
at 60 West Alameda, where the Lohse Family YMCA and Holsclaw Child Development
Center are currently located. Another successful collaboration has resulted in the development
and construction of the Northwest YMCA/Pima County Community Center and Thad Terry
Aquatics complex which opened in December 2002. Shortly thereafter, the complex expanded
with the addition of Pima Community College classrooms. When Pima Community College
opened the Northwest Educational Park in August 2003, the partnerships were not only recognized
by the YMCA of the USA in 2004, but became a national model demonstrating the successful
use of resource-sharing resulting in the ability to provide more effective services to community
constituents.
lthough it is gratifying to recognize our accomplishments and celebrate our successes, it is
A equally important to look forward to ensure we are in a position to meet future community
needs. Recently, the YMCA Board of Directors approved a “20-year Master Plan” that incorporated
each of the existing YMCA branch locations and identified potential future locations.
County staff has participated in helping to identify our growing communities’ needs, as well as
possible site locations that can assist delivery of the appropriate services.
T he YMCA of Metropolitan Tucson is pleased to celebrate our partnerships and successful
accomplishments, and look forward to expanding our partnerships to meet the everchanging
challenges of the future. When we leverage the best of our organizational capacities
and use of available resources, our end product will result in a better community to live, work,
and raise our children. We appreciate the opportunity to collectively, build strong kids, strong
families and strong communities!

Page 4
Lohse Family YMCA
Serving Downtown Since 1992
Serving Youth, Adults, Seniors and Families
Lohse Family YMCA
From youth to active older adult the YMCA continues to serve the downtown community
with an array of programs that enhance healthy lifestyles, build our youth,
encourage social interaction with our retired population, build stronger and
healthier family units, encourage community service through volunteer opportunities
and support a vibrant community. The Tucson downtown benefits as a result
of the arts program, early childhood center, partnerships with charter school, water
safety and a place where people can come together in a safe nurturing atmosphere.
Tucson is better place to live as a result of a strong YMCA building strong
kids, strong families and strong communities.
The unique partnership between Pima County and the YMCA has resulted in a
place that brings all factions of the Tucson community together be it old, young,
rich or not. Together they lift weights, play basketball, swim, strengthen their
minds or just socialize. It would be hard to imag- ine the downtown without
the YMCA. It would not be possible without the strength and friendship
of Pima County.

YMCA of Metropolitan Tucson
& Pima County, Arizona
Lohse Family YMCA & Holsclaw Child Development Center
Page 5
Healthy Lifestyles programs
People young and old use the YMCA for fitness and
Wellness programs
Members since 1992 - 252,000
Average daily use—500
Fitness classes per year - 2,444
Aquatics Programs
Swim lessons for all ages, water exercise classes, lap
swimming and recreational swim.
Youth “learn-to-swim” since 1992 - 98,000
Over 1,000 classes
Average daily use - 200
Youth Programs
Youth sports, summer day camp, school-aged
childcare, charter school partnership, arts programs,
family programs, Youth and Government are a few of
Youth involved in programs - 350,000
Holsclaw Child Development Center
Infant care to pre-school programs for people who live or
work in the downtown area.
Licensed for 116 children over 105 young children are
served each day
3,508 children have been part of the learning
environment since 1992

Page 6
Northwest YMCA/Pima County Community Center
Northwest YMCA/Pima County Community Center
Serving the Northwest Since 2002
Serving Youth, Adults, Seniors and Families
The Northwest YMCA lived a nomadic existence for many years
in anticipation of the new Northwest YMCA/Pima Community
Center being built. The Y shared facilities in the Northwest Hospital,
the Foothills Mall and Jacobs-City YMCA. Upon opening its doors in
December 2002 the Northwest YMCA/Pima County Community Center has
quickly become not only the largest YMCA in Tucson but the largest YMCA
in the state of Arizona.
The unique partnership between Pima County, Pima Community College
and the YMCA of Metropolitan Tucson has won national acclaim by YMCA of
the USA and is often called upon as a model of a successful collaboration
between government and private non-profit organizations.
Success has been a “double edged” sword as the
YMCA has quickly outgrown its 35,000 square foot facility.
New ways to serve the community are being studied
and soon these plans will be adopted. The county
has been supportive in every
aspect of the partnership and
has been an active participant
as we look to the future.

YMCA of Metropolitan Tucson
& Pima County, Arizona
Northwest YMCA/Pima County Community Center
YMCA Membership
Adults, senior, and families enjoy every aspect of
the YMCA while creating a healthier lifestyle for
all
Membership since December 2002
23,104
80% are Families
YMCA Youth Programs
A vast menu of youth programs for all ages
including teen leadership, youth sports, summer
camp, aquatics/swim lessons, family programming
headline these activities.
Youth Program Participation—2,500
Youth Programs offered - 20
Active Older Adults/Silver Sneakers
Seniors enjoy healthy lifestyle programs that also
encourage social interaction and education.
Senior YMCA members—1,135
Page 7
Pima Community College
The YMCA is an important part of the educational
laboratory for the Northwest campus of PCC.
Students using the YMCA —1,680 in the first
2 years

Conclusion
Page 8
ur Pima County/YMCA collaborations have demonstrated proven success indicators:
O
�� The ability to provide high volume community program participation involving a
large number of volunteer constituents.
�� Programs that are accessible to all, as well as provide financial assistance to
those who could not otherwise participate.
�� A model that is sustainable and can provide many years - or even decades - of
quality programming.
�� A program delivery model fiscally responsible and not a burden to the general
fund.
�� A collaboration model that can be replicated in many diverse communities!
This proven partnership celebrates today’s accomplishments with an eye on future opportunities.
Northwest YMCA/Pima County Community Center Ribbon Cutting Celebration
December 2002