HomeMy WebLinkAbout2003 03 24 Consent F 2003 Summer Camp Program
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COMMISSION AGENDA
March 24. 2003
Meeting
Consent X
Informational
Public Hearing
Regular
ITEM F
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.
Mgr. / Att. / Dept.
REQUEST:
The Parks and Recreation Department requests the City Commission to authorize the City Manager
to negotiate and execute the 2003 Summer Camp Use Agreement between the City of Winter
Springs and the Episcopal Church of the New Covenant, Inc. ("Church"), providing the City of
Winter Springs with an appropriate venue to offer its 2003 Summer Camp Program at the Church's
facilities upon the terms and conditions set forth in the proposed agreement.
PURPOSE:
The purpose of this item is to allow the City of Winter Springs to provide a venue for its 2003
Summer Camp Program for resident and non-resident children, ages 6 through12.
APPLICABLE LAW AND PUBLIC POLICY:
Chapter 166, Florida Statutes, Home Rule Powers Act.
CONSIDERA TIONS:
1. Due to ongoing construction at the Sunshine Park Civic Center, the City of Winter
Springs sought an alternative venue to present and host its 2003 Summer Camp
Program.
2. The City's Summer Camp Program offers educational and recreational activities for
resident and non-resident children, ages 6 through 12, from June 2, to July 25,2003
during the hours of 7:30 a.m to 5:30 p.m. at a weekly fee of eighty dollars ($80.00)
per resident participant and ninety dollars ($90.00) per non-resident.
3. The proposed agreement with Church allows the City to utilize its facilities,
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including but not limited to classrooms, gamerooms, multi-purpose halls, interactive
rooms, outdoor fields and playground facilities.
4. The City shall pay a weekly fee of twenty-five ($25.00) to Church for the use of its
facilities during the term of the agreement and shall be responsible for any repair or
maintenance of the facilities as a result of any damage caused by its direct use
thereof.
5. The proposed tem1 ofthe agreement is consistent with the commencement date ofthe
2003 Summer Camp Program and terminates upon its conclusion.
6. The City has the right to inspect the facilities prior to commencement ofthe Summer
Camp Program and advise Church of any needed repairs that would impact the safety
of participants in the program. The Church will have the responsibility tomake any
necessary repairs, at its sole expense, unless otherwise agreed upon between City and
Church.
7. The City has the ability to terminate the agreement at any time, without any penalty
whatsoever upon providing ten (10) days written notice to Church. In the event, the
agreement is terminated through no fault of City, the Church shall reimburse City for
any weekly fee that has been paid by City to Church for any week in which the City
is unable to provide the summer camp at the Church's facilities.
ST AFF RECOMMENDATION:
Approve the City Manager to negotiate and execute the 2003 Summer Camp Use Agreement with
the Episcopal Church of the New Covenant in order to provide a venue for its summer camp
program.
ATTACHMENT:
2003 Summer Camp Use Agreement between the City of Winter Springs and the Episcopal Church
of the New Covenant.
COMMISSION ACTION:
F:\Docs\City of Winter Springs\Agenda\AgendaSummerCampUseagmt. wpd
Page 2 of 2
CITY OF WINTER SPRINGS, FLORIDA
2003 SUMMER CAMP USE AGREEMENT
THIS SUMMER CAMP USE AGREEMENT ("Agreement") is made and entered into as of
the_ day of , 2003 by and between the CITY OF WINTER SPRINGS, a Florida
Municipal Corporation, ("City"), and the EPISCOPAL CHURCH OF THE NEW COVEN ANT,
INC., a Florida Not for Profit Corporation and FederaI501(c)(3) organization ("Owner").
WITNESSETH:
WHEREAS, City desires to hold its 2003 Summer Camp Program, for the benefit of resident
and non-resident children ages 6 to 12, at the facilities of the Episcopal Church of the New
Covenant, which is located at 800 Tuscawilla Road, Winter Springs, Florida; and
WHEREAS, Owner desires to accommodate the City's needs by allowing the use of its
facilities to further such public purpose, including, but not limited to, the use of its classrooms,
recreational rooms, outdoor fields, and playground equipment as permitted under this Agreement;
and
WHEREAS, Owner represents and warrants that its facilities are suitable for the uses
intended by the City and the City agrees to its suitability for the provision of its Summer Camp
Program pursuant to the terms of this Agreement; and
NOW THEREFORE, in consideration of the provisions contained in this Agreement, and
other good and valuable consideration in which the parties acknowledge has been received, the
parties agree as follows:
1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this reference
are fully incorporated into this Agreement.
2.0 General Provisions:
2.1 Definitions.
(a) "Agreement" shall mean this Agreement and all exhibits and addendums
thereto between the City of Winter Springs and Episcopal Church of the New
Covenant, regarding the City of Winter Springs Summer Camp Program.
(b) "City" shall mean the City of Winter Springs, a Florida Municipal
Corporation and its employees, agents and contractors.
(c) "City Manager" shall mean the City Manager of the Winter Springs, Florida
or his designee.
(d) "Owner" shall mean the Episcopal Church of the New Covenant, a Florida
Not for Profit Corporation and Federal 501(c)(3) organization, and its
officers, employees, agents, and its contractors.
(e) "Effective Date" shall be the date on which the last signatory hereto shall
execute this Agreement, and it shall be the date on which this Agreement
shall go into effect. The Agreement shall not be effective against any party
until said date.
(f) "Facilities" shall mean the facilities located at the Episcopal Church of the
New Covenant, 800 Tuscawilla Road, Winter Springs, Florida, that Owner
has agreed to provide to City for its 2003 Summer Camp Program including,
but not limited to classrooms, recreational rooms, game rooms, multi-purpose
halls, restrooms, recreational fields, site grounds, and playground equipment
and facilities.
(g) "Public Records" is as described in Section 119.011 (1), Florida Statutes.
(h) "2003 Summer Camp Program" or "Summer Camp Program"shall mean the
summer camp program being provided and operated by the City of Winter
Springs to be held at the Episcopal Church ofthe New Covenant, located at
800 Tuskawilla Road, Winter Springs, Florida and further described in this
Agreement.
2.2 Engagement. The Owner hereby permits the City and the City agrees to provide the
Summer Camp Program outlined in this Agreement. No prior or present agreements
or representations shall be binding upon any of the parties hereto unless incorporated
in this Agreement.
3.0 Summer Camp Program. City shall provide its Summer Camp Program to all participating
resident and non-resident children in accordance with the following general parameters and
conditions:
3.1 Use of Facilities. City shall be permitted to conduct its Summer Camp Program at
the Facilities provided by Owner under this Agreement for the time period,
commencing on June 2, 2003 and ending on July 25,2003. Owner further agrees that
the City's use ofthe Facilities shall be permitted during the hours between 7:30 a.m.
and 5:30 p.m. during the time period set forth herein
3.2 Permissible Activities. City and participants in the Summer Camp Program shall
be permitted to utilize the Facilities in furtherance thereof for educational activities,
arts and crafts, games, sporting events, recreational activities, and any other
incidental activities commonly associated with summer camp programs.
2
3.3 Participant Fees. Unless otherwise provided in this Agreement, City shall retain the
sole right to all participant fees generated by the Summer Camp Program.
4.0 Compensation and Expenses. Compensation and expenses for the Summer Camp Program
shall be paid as follows:
4.1 User Fee. Upon both parties fully executing this Agreement, City shall pay the
Owner a weekly fee for the use of the Facilities during the term of this Agreement in
the amount of twenty-five dollars ($25.00). Said fee shall be due and payable to the
Owner on the first day of commencing the Summer Camp Program and thereafter,
on the first Monday of each week during the remaining term of this Agreement unless
otherwise agreed upon in writing by the parties hereto.
4.2 City Expenses. Unless otherwise provided herein, Owner shall be responsible to
provide and make payment for all costs and expenses related to the Facilities, such
as but not limited to water, sewer and electric utility service. However, City shall be
required to pay any reasonable costs or expenses, upon advance approval by City,
for required and necessary cleaning and maintenance of those facilities used by City
as a direct result of the City's use of the Facilities.
5.0 Maintenance and Care. Owner shall ensure that the Facilities are properly maintained
during the term of this Agreement for the uses intended by the City and City shall use
reasonable care in its use of the Facilities for the Summer Camp Program.
6.0 General Miscellaneous Provisions. The following general miscellaneous provisions shall
apply to this Agreement:
6.1 Time of the Essence. The Owner's commitment and responsibility to make the
Facilities available to City is limited to the time periods set forth hereunder unless
otherwise agreed in writing by both parties hereto. As such, the City acknowledges
and agrees that its Summer Camp Program will be completed within the time period
set forth under this Agreement.
6.2 Non-Business Day. In the event that any period of time as set forth in this
Agreement expires or any date herein occurs on a Saturday, Sunday, holiday or other
non-business day, then such date shall automatically extend to 5 :00 p.m. on the next
subsequent business day, excluding the day the Special Event will be held pursuant
to this Agreement.
6.3 No Assignment. This Agreement shall not be assigned or transferred unless prior
written consent is granted by the City Commission of Winter Springs.
3
6.4 Further Assurances. From and after the execution of this Agreement, each of the
parties hereto shall fully cooperate with each other and perform any further act(s),
execute and deliver any further documents which may be necessary or desirable in
order to carry out the purposes and intentions of this Agreement.
6.5 Legal Representation. The parties acknowledge that Anthony A. Garganese,
Esquire, and Brown, Ward, Salzman,Weiss & Garganese, P. A., and other attorneys
therein, have acted as counsel for the City in connection with this Agreement and the
transactions contemplated herein, and have not given legal advice to any party hereto
other than the City.
6.6 Severability. If a word, sentence, or paragraph herein shall be declared illegal,
unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be
severed from this Agreement, and this Agreement shall be read as if said illegal,
unenforceable, or unconstitutional word, sentence, or paragraph did not exist.
6.7 Governing Law; Venue. This Agreement shall be governed by the law ofthe State
of Florida. Venue of all disputes shall be properly placed in Seminole County,
Florida. The parties agree that the Agreement was consummated in Seminole
County, and the site of the Special Event is Seminole County. If any dispute
concerning this Agreement arises under Federal law, the venue will be Orlando,
Florida. Any objections to jurisdiction and venue are expressly waived.
6.8 Attorney's Fees. In the event any litigation or controversy arises out of or in
connection with the parties hereto, each party shall be responsible for its own costs
and expenses, including its own reasonable attorneys fees of such litigation or
controversy, including those associated with any appellate or post-judgment
collection proceedings.
6.9 Non Waiver. No delay or failure by either party to exercise any right under this
Agreement, and no partial or single exercise of that right, shall constitute a waiver
of that or any other rights, unless otherwise expressly provided herein.
6.10 Notices. Any notice, request, instruction, or other document to be given as part of
this Agreement shall be in writing and shall be deemed given under the following
circumstances: when delivered in person; or three (3) business days after being
deposited in the United States Mail, postage prepared, certified or registered; or the
next business day after being deposited with a recognized overnight mail or courier
delivery service; or when transmitted by facsimile or telecopy transmission, with
receipt acknowledged upon transmission; and addressed as follows (or to such other
person or at such other address, of which any party hereto shall have given written
notice as provided herein):
4
TO THE CITY:
Mr. Ronald W. McLemore
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, FI. 32708-2799
407-327-5957 (Phone)
407-327-6686 (Fax)
WITH A COpy TO:
Anthony A. Garganese
City Attorney
Brown, Ward, Salzman, Weiss &
Garganese, P.A.
225 E. Robinson Street, Suite 660
Orlando, FL 32802
407-425-9566 (Phone)
407-425-9596 (Fax)
TO NEW COVENANT CHURCH:
Rev. Carl E. Buffington, Jr.
800 Tuskawilla Road
Winter Springs, FL 3208
407 -699-0202 (Phone)
407-699-1598 (Fax)
6.11 Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered, shall be original; but such
counterparts shall together constitute but one and the same instrument.
6.12 Public Record. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other
writing of the Owner related, directly or indirectly, to this Agreement, may be
deemed to be a Public Record whether in the possession or control ofthe City or the
Owner. Said record, document, computerized information and program, audio or
video tape, photograph, or other writing ofthe Owner is subject to the provisions of
Chapter 119, Florida Statutes, and may not be destroyed without the specific written
approval of the City. Upon request by the City, the Owner shall promptly supply
copies of said Public Records to the City. All books, cards, registers, receipts,
documents, and other papers in comlection with this Agreement shall at any and all
5
, .
reasonable times during normal business hours of the Owner be open and freely
exhibited to the City for the purpose of examination and/or audit.
6.13 Interpretation. Both the City and the Owner have participated in the drafting of all
parts of this Agreement. As a result, it is the intent of the parties that no portion of
this Agreement shall be interpreted more harshly against either of the parties as the
drafter.
6.14 No Joint Venture. This Agreement shall not in any way be deemed to create ajoint
venture or principal-agent relationship between Owner and the City.
6.15 Owner Representations and Warranties. Owner represents and warrants that the
Facilities being provided under this Agreement will be properly maintained by Owner
during the term of this Agreement and failure of any payment required as required
by City shall not terminate Owner's obligation to ensure the safety and fitness ofthe
Facilities for the intended use by City.
6.16 Right ofInspection. Prior to commencement ofthis Agreement, Owner shall permit
City to conduct an on-site inspection of the Facilities upon its request. Upon
inspection, City shall document and notify Owner of any facilities or portions thereof
that are in disrepair or constitute a potential hazard or may interfere with the City's
provision of the Summer Camp Program. Upon being notified, Owner shall make
any necessary repairs, at its sole expense, unless otherwise agreed upon by the parties
hereto.
7.0 Entire Agreement. This Agreement represents the entire and integrated Agreement between
the parties and supersedes all prior negotiations, representations, or Agreements, either oral
or written, and all such matters shall be deemed merged into this Agreement.
8.0 Sovereign Immunity. Nothing contained in this Agreement shall be construed as a waiver
of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other
limitations imposed regarding the City's potential liability under state or federal law.
9.0 Termination. By written notice often (10) days to Owner, the City shall have the right to
cancel the Summer Camp Program and this Agreement at any time, without penalty,
provided, however, if the Summer Camp Program is cancelled through no fault ofthe City,
the Owner shall refund all weekly fees paid under the Agreement by City in the event such
cancellation interferes with the ability of City to provide the Summer Camp Program during
any week upon which a fee has already been paid by City for the use of the Facilities.
lO.O Term. The term ofthis Agreement shall commence upon full execution ofthis Agreement
and commencement ofthe 2003 Summer Camp Program and end at such time City has ended
the Summer Camp Program as provided by this Agreement.
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11.0 Owner's Signatory. The undersigned person executing this Agreement on behalf of Owner
hereby represents and warrants that he has the full authority to sign said Agreement for
Owner and to fully bind Owner to the terms and conditions set forth in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year written above.
CITY:
OWNER:
CITY OF WINTER SPRINGS, FLORIDA
EPISCOPAL CHURCH OF THE NEW
COVENANT, INC.
By:
Ron McLemore, City Manager
By:
Rev. Carl E. Buffington, Jr., President
F:\Docs\Cily of Winter Springs\Agreernents\SummerCarnp UseAgmt. wpd
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CITY OF WINTER SPRINGS, FLORIDA
2003 SUMMER CAMP USE AGREEMENT
THIS SUMMER CAMP USE AGREEMENT ("Agreement") is made and entered into as of
the_ day of , 2003 by and between the CITY OF WINTER SPRINGS, a Florida
Municipal Corporation, ("City"), and the EPISCOPAL CHURCH OFTHE NEW COVENANT,
INC., a Florida Not for Profit Corporation and Federal 501(c)(3) organization ("Owner").
WITNESSETH:
WHEREAS, City desires to hold its 2003 Summer Camp Program, for the benefit ofresident
and non-resident children ages 6 to 12, at the facilities of the Episcopal Church of the New
Covenant, which is located at 800 Tuscawilla Road, Winter Springs, Florida; and
WHEREAS, Owner desires to accommodate the City's needs by allowing the use of its
facilities to further such public purpose, including, but not limited to, the use of its classrooms,
recreational rooms, outdoor fields, and playground equipment as permitted under this Agreement;
and
WHEREAS, Owner represents and warrants that its facilities are suitable for the uses
intended by the City and the City agrees to its suitability for the provision of its Summer Camp
Program pursuant to the terms of this Agreement; and
NOW THEREFORE, in consideration ofthe provisions contained in this Agreement, and
other good and valuable consideration in which the parties acknowledge has been received, the
parties agree as follows:
1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this reference
are fully incorporated into this Agreement.
2.0 General Provisions:
2.1 Definitions.
(a) "Agreement" shall mean this Agreement and all exhibits and addendums
thereto between the City of Winter Springs and Episcopal Church ofthe New
Covenant, regarding the City of Winter Springs Summer Camp Program.
(b) "City" shall mean the City of Winter Springs, a Florida Municipal
Corporation and its employees, agents and contractors.
(c) "City Manager" shall mean the City Manager of the Winter Springs, Florida
or his designee.
t
(d) "Owner" shall mean the Episcopal Church of the New Covenant, a Florida
Not for Profit Corporation and Federal 501(c)(3) organization, and its
officers, employees, agents, and its contractors.
(e) "Effective Date" shall be the date on which the last signatory hereto shall
execute this Agreement, and it shall be the date on which this Agreement
shall go into effect. The Agreement shall not be effective against any party
until said date.
(f) "Facilities" shall mean the facilities located at the Episcopal Church of the
New Covenant, 800 Tuscawilla Road, Winter Springs, Florida, that Owner
has agreed to provide to City for its 2003 Summer Camp Program including,
but not limited to classrooms, recreational rooms, game rooms, multi-purpose
halls, restrooms, recreational fields, site grounds, and playground equipment
and facilities.
(g) "Public Records" is as described in Section 119.011(1), Florida Statutes.
(h) "2003 Summer Camp Program" or "Summer Camp Program"shall mean the
summer camp program being provided and operated by the City of Winter
Springs to be held at the Episcopal Church ofthe New Covenant, located at
800 Tuskawilla Road, Winter Springs, Florida and further described in this
Agreement.
2.2 Engagement. The Owner hereby permits the City and the City agrees to provide the
Summer Camp Program outlined in this Agreement. No prior or present agreements
or representations shall be binding upon any ofthe parties hereto unless incorporated
in this Agreement.
3.0 Summer Camp Program. City shall provide its Summer Camp Program to all participating
resident and non-resident children in accordance with the following general parameters and
conditions:
3.1 Use of Facilities. City shall be permitted to conduct its Summer Camp Program at
the Facilities provided by Owner under this Agreement for the time period,
commencing on June 2, 2003 and ending on July 25,2003. Owner further agrees that
the City's use of the Facilities shall be permitted during the hours between 7:30 a.m.
and 5 :30 p.m. during the time period set forth herein
3.2 Permissible Activities. City and participants in the Summer Camp Program shall
be permitted to utilize the Facilities in furtherance thereof for educational activities,
arts and crafts, games, sporting events, recreational activities, and any other
incidental activities commonly associated with summer camp programs.
2
3.3 Participant Fees. Unless otherwise provided in this Agreement, City shall retain the
sole right to all participant fees generated by the Summer Camp Program.
4.0 Compensation and Expenses, Compensation and expenses for the Summer Camp Program
shall be paid as follows:
4.1 User Fee. Upon both parties fully executing this Agreement, City shall pay the
Owner a weekly fee for the use of the Facilities during the term of this Agreement in
the amount of twenty-five dollars ($25.00). Said fee shall be due and payable to the
Owner on the first day of commencing the Summer Camp Program and thereafter,
on the firstMonday of each week during the remaining term of this Agreement unless
otherwise agreed upon in writing by the parties hereto.
4.2 City Expenses. Unless otherwise provided herein, Owner shall be responsible to
provide and make payment for all costs and expenses related to the Facilities, such
as but not limited to water, sewer and electric utility service. However, City shall be
required to pay any reasonable costs or expenses, upon advance approval by City,
for required and necessary cleaning and maintenance ofthose facilities used by City
as a direct result of the City's use of the Facilities.
5.0 Maintenance and Care. Owner shall ensure that the Facilities are properly maintained
during the term of this Agreement for the uses intended by the City and City shall use
reasonable care in its use of the Facilities for the Summer Camp Program.
6.0 General Miscellaneous Provisions. The following general miscellaneous provisions shall
apply to this Agreement:
6.1 Time of the Essence. The Owner's commitment and responsibility to make the
Facilities available to City is limited to the time periods set forth hereunder unless
otherwise agreed in writing by both parties hereto. As such, the City acknowledges
and agrees that its Summer Camp Program will be completed within the time period
set forth under this Agreement.
6.2 . Non-Business Day. In the event that any period of time as set forth in this
Agreement expires or any date herein occurs on a Saturday, Sunday, holiday or other
non-business day, then such date shall automatically extend to 5:00 p.m. on the next
subsequent business day, excluding the day the Special Event will be held pursuant
to this Agreement.
6.3 No Assignment. This Agreement shall not be assigned or transferred unless prior
written consent is granted by the City Commission of Winter Springs.
3
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6.4 Further Assurances. From and after the execution of this Agreement, each of the
parties hereto shall fully cooperate with each other and perform any further act(s),
execute and deliver any further documents which may be necessary or desirable in
order to carry out the purposes and intentions of this Agreement.
6.5 Legal Representation. The parties acknowledge that Anthony A. Garganese,
Esquire, and Brown, Ward, Salzman,Weiss & Garganese, P. A., and other attorneys
therein, have acted as counsel for the City in connection with this Agreement and the
transactions contemplated herein, and have not given legal advice to any party hereto
other than the City.
6.6 Severability. If a word, sentence, or paragraph herein shall be declared illegal,
unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be
severed from this Agreement, and this Agreement shall be read as if said illegal,
unenforceable, or unconstitutional word, sentence, or paragraph did not exist.
6.7 Governing Law; Venue. This Agreement shall be governed by the law ofthe State
of Florida. Venue of all disputes shall be properly placed in Seminole County,
Florida. The parties agree that the Agreement was consummated in Seminole
County, and the site of the Special Event is Seminole County. If any dispute
concerning this Agreement arises under Federal law, the venue will be Orlando,
Florida. Any objections to jurisdiction and venue are expressly waived.
6.8 Attorney's Fees. In the event any litigation or controversy arises out of or in
connection with the parties hereto, each party shall be responsible for its own costs
and expenses, including its own reasonable attorneys fees of such litigation or
controversy, including those associated with any appellate or post-judgment
collection proceedings.
6.9 Non Waiver. No delay or failure by either party to exercise any right under this
Agreement, and no partial or single exercise ofthat right, shall constitute a waiver
of that or any other rights, unless otherwise expressly provided herein.
6.10 Notices. Any notice, request, instruction, or other document to be given as part of
this Agreement shall be in writing and shall be deemed given under the following
circumstances: when delivered in person; or three (3) business days after being
deposited in the United States Mail, postage prepared, certified or registered; or the
next business day after being deposited with a recognized overnight mail or courier
delivery service; or when transmitted by facsimile or telecopy transmission, with
receipt acknowledged upon transmission; and addressed as follows (or to such other
person or at such other address, of which any party hereto shall have given written
notice as provided herein):
4
....
.\. ."
TO THE CITY:
Mr. Ronald W. McLemore
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, Fl. 32708-2799
407-327-5957 (Phone)
407-327-6686 (Fax)
WITH A COPY TO:
Anthony A. Garganese
City Attorney
Brown, Ward, Salzman, Weiss &
Garganese, P.A.
225 E. Robinson Street, Suite 660
Orlando, FL 32802
407-425-9566 (Phone)
.407-425-9596 (Fax)
TO NEW COVENANT CHURCH:
Rev. Carl E. Buffington, Jr.
800 Tuskawilla Road
Winter Springs, FL 3208
407 -699-0202 (Phone)
407-699-1598 (Fax)
6.11 Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered, shall be original; but such
counterparts shall together constitute but one and the same instrument.
6.12 Public Record. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other
writing of the Owner related, directly or indirectly, to this Agreement, may be
deemed to be a Public Record whether in the possession or control ofthe City or the
Owner. Said record, document, computerized information and program, audio or
video tape, photograph, or other writing ofthe Owner is subject to the provisions of
Chapter 119, Florida Statutes, and may not be destroyed without the specific written
approval of the City. Upon request by the City, the Owner shall promptly supply
copies of said Public Records to the City. All books, cards, registers, receipts,
documents, and other papers in connection with this Agreement shall at any and all
5
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;\, I ..
during normal business hours of the Owner be open and freely exhibited to the City
for the purpose of examination and/or audit.
6.13 Interpretation, Both the City and the Owner have participated in the drafting of all
parts of this Agreement. As a result, it is the intent of the parties that no portion of
this Agreement shall be interpreted more harshly against either of the parties as the
drafter.
6.14 No Joint Venture. This Agreement shall not in any way be deemed to create ajoint
venture or principal-agent relationship between Owner and the City,
6,15 Owner Representations and Warranties. Owner represents and warrants that the
Facilities being provided under this Agreement will be properly maintained by Owner
during the term of this Agreement and failure of any payment required as required by
City shall not terminate Owner's obligation to ensure the safety and fitness of the
Facilities for the intended use by City.
6.16 Right oflnspection. Prior to commencement of this Agreement, Owner shall permit
City to conduct an on-site inspection of the Facilities upon its request. Upon
inspection, City shall document and notify Owner of any facilities or portions thereof
that are in disrepair or constitute a potential hazard or may interfere with the City's
provision of the Summer Camp Program. Upon being notified, Owner shall make any
necessary repairs, at its sole expense, unless otherwise agreed upon by the parties
hereto.
7.0 Entire Agreement. This Agreement represents the entire and integrated Agreement between
the parties and supersedes all prior negotiations, representations, or Agreements, either oral
or written, and all such matters shall be deemed merged into this Agreement.
8.0 Sovereign Immunity, Nothing contained in this Agreement shall be construed as a waiver
of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other
limitations imposed regarding the City's potential liability under state or federal law,
9.0 Termination. By written notice of ten (10) days to Owner, the City shall have the right to
cancel the Summer Camp Program and this Agreement at any time, without penalty,
provided, however, if the Summer Camp Program is cancelled through no fault of the City,
the Owner shall refund all weekly fees paid under the Agreement by City in the event such
cancellation interferes with the ability of City to provide the Summer Camp Program during
any week upon which a fee has already been paid by City for the use of the Facilities.
10.0 Term. The term of this Agreement shall commence upon full execution of this Agreement
and commencement of the 2003 Summer Camp Program and end at such time City has ended
the Summer Camp Program as provided by this Agreement.
6
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11.0 Owner's Signatory. The undersigned person executing this Agreement on behalf of Owner
hereby represents and warrants that he has the full authority to sign said Agreement for
Owner and to fully bind Owner to the terms and conditions set forth in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year written above.
CITY:
OWNER:
CITY OF WINTER SPRINGS, FLORIDA
EPISCOPAL CHURCH OF THE NEW
COVENANT,INC.
By:
ore, City Manager
Rev. Carl E. Buffington, Jr., President
F:\Docs\City of Winter Springs\Agreements\SummerCampUseAgmt. wpd
7
CITY OF WINTER SPRINGS, FLORIDA
2003 SUMMER CAMP USE AGREEMENT
THIS SUMMER CAMP USE AGREEMENT ("Agreement") is made and entered into as of
the ~day of /na \L_, 2003 by and between the CITY OF WINTER SPRINGS, a Florida
Municipal Corpo~ity"), and the EPISCOPAL CHURCH OFTHE NEW COVENANT,
INC., a Florida Not for Profit Corporation and Federal 50l(c)(3) organization '("Owner").
WITNESSETH:
WHEREAS, City desires to hold its 2003 Summer Camp Program, for the benefit of resident
and non-resident children ages 6 to 12, at the facilities of the Episcopal Church of the New
Covenant, which is located at 800 Tuscawilla Road, Winter Springs, Florida; and
WHEREAS, Owner desires to accommodate the City's needs by allowing the use of its
facilities to further such public purpose, including, but not limited to, the use of its classrooms,
recreational rooms, outdoor fields, and playground equipment as permitted under this Agreement;
and .
WHEREAS, Owner represents and warrants that its facilities are suitable for the uses
intended by the City and the City agrees to its suitability for the provision of its Summer Camp
Program pursuant to the terms of this Agreement; and
NOW THEREFORE, in consideration ofthe provisions contained in this Agreement, and
other good and valuable consideration in which the parties acknowledge has been received, the
parties agree as follows:
1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this reference
are fully incorporated into this Agreement. .
2.0 General Provisions:
2.1 Definitions.
(a) "Agreement" shall mean this Agreement ando all exhibits and addendums
thereto between the City of Winter Springs and Episcopal Church ofthe New
Covenant, regarding the City of Winter Springs Summer Camp Program.
(b) "City" shall mean the City of Winter Springs, a Florida Municipal
Corporation and its employees, agents and contractors.
(c) "City Manager" shall mean the City Manager of the Winter Springs, Florida
or his designee.
(<
(d) "Owner" shall mean the Episcopal Church of the New Covenant, a Florida
Not for Profit Corporation and Federal 501(c)(3) organization, and its
officers, employees, agents, and its contractors.
( e) "Effective Date" shall be the date on which the last signatory hereto shall
execute this Agreement, and it shall be the date on which this Agreement
shall go into effect. The Agreement shall not be effective against any party
until said date.
(t) "Facilities" shall mean the facilities located at the Episcopal Church of the
New Covenant, 800 Tuscawilla Road, Winter Springs, Florida, that Owner
has agreed to provide to City for its 2003 Summer Camp Program including,
but not limited to classrooms, recreational rooms, game rooms, multi-purpose
halls, restrooms, recreational fields, site grounds, and playground equipment
and facilities. ,
(g) "Public Records" is as described in Section 119.011(1), Florida Statutes.
(h) "2003 Summer Camp Program" or "Summer Camp Program"shall mean the
summer camp program being provided and operated by the City of Winter
Springs to be held at the Episcopal Church ofthe New Covenant, located at
800 Tuskawilla Road, Winter Springs, Florida and further described in this
Agreement.
2.2 Engagement. The Owner hereby permits the City and the City agrees to provide the
Summer Camp Program outlined in this Agreement. No prior or present agreements
or representations shall be binding upon any of the parties hereto unless incorporated
in this Agreement.
3.0 Summer Camp Program. City shall provide its Summer Camp Program to all participating
resident and non-resident children in accordance with the following general parameters and
conditions:
3.1 Use of Facilities. City shall be permitted to conduct its Summer Camp Program at
the Facilities provided by Owner under this Agreement for the time period,
commencing on June 2, 2003 and ending on July 25, 2003. Owner further agrees that
the City's use ofthe Facilities shall be permitted during the hours between 7:30 a.m.
and 5:30 p.m. during the time period set forth herein
3.2 . Permissible Activities. City and participants in the Summer Camp Program shall
be permitted to utilize the Facilities in furtherance thereof for educational activities,
arts and crafts, games, sporting events, recreational activities, and any other
incidental activities commonly associated with summer camp programs.
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3.3 Participant Fees. Unless otherwise provided in this Agreement, City shall retain the
sole right to all participant fees generated by the Summer Camp Program.
4.0 Compensation and Expenses. Compensation and expenses for the Summer Camp Program
shall be paid as follows:
4.1 User Fee. Upon both parties fully executing this Agreement, City shall pay the
Owner a weekly fee for the use ofthe Facilities during the term ofthis Agreement in
the amount oftwenty-five dollars ($25.00). Said fee shall be due and payable to the
Owner on the first day of commencing the Summer Camp Program and thereafter,
on the firstMonday of each week during the remaining term ofthis Agreement unless
otherwise agreed upon in writing by the parties hereto.
4.2 City Expenses. Unless otherwise provided herein, Owner shall be responsible to
provide and make payment for all costs and expenses related to the Facilities, such
as but not limited to water, sewer and electric utility service. However, City shall be
required to pay any reasonable costs or expenses, upon advance approval by City,
for required and necessary cleaning and maintenance ofthose facilities used by City
as a direct result of the City's use of the Facilities.
5.0 Maintenance and Care. Owner shall ensure that the Facilities are properly maintained
during the term of this Agreement for the uses intended by the City and City shall use
reasonable care in its use of the Facilities for the Summer Camp Program.
6.0 General Miscellaneous Provisions. The following general miscellaneous provisions shall
apply to this Agreement:
6.1 Time of the Essence. The Owner's commitment and responsibilit.y to make the
Facilities available to City is limited to the time periods set forth hereunder unless
otherwise agreed in writing by both parties hereto. As such, the City acknowledges
and agrees that its Summer Camp Program will be completed within t.he time period
set forth under this Agreement.
6.2 Non-Business Day. In the event that any period of time as set forth in this
Agreement expires or any date herein occurs on a Saturday, Sunday, holiday or other
non-business day, then such date shall automatically extend to 5:00 p.m. on the next
subsequent business day, excluding the day the Special Event will be held pursuant
to this Agreement.
6.3 No Assignment. This Agreement shall not be assigned or transferred unless prior
written consent is granted by the City Commission of Winter Springs.
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6.4 Further Assurances. From and after the execution of this Agreement, each of the
parties hereto shall fully cooperate with each other and perform any further act(s),
execute and deliver any further documents which may be necessary or desirable in
order to carry out the purposes and intentions of this Agreement.
6.5 Legal Representation. The parties acknowledge that Anthony A. Garganese,
Esquire, and Brown, Ward, Salzman,Weiss & Garganese, P. A., and other attorneys
t~erein, have acted as counsel for the City in connection with this Agreement and the
transactions contemplated herein, and have not given legal advice to any party hereto
other than the City.
6.6 Severability. If a word, sentence, or paragraph herein shall be declared illegal,
unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be
severed from this Agreement, and this Agreement shall be read as if said illegal,
unenforceable, or unconstitutional word, sentence, or paragraph did not exist.
6.7 Governing Law; Venue. This Agreement shall be governed by the law of the State
of Florida. Venue of all disputes shall be properly placed in Seminole County,
Florida. The parties agree that the Agreement was consummated in Seminole
County, and the site of the Special Event is Seminole County. If any dispute
concerning this Agreement arises under Federal law, the venue will be Orlando,
Florida. Any objections to jurisdiction and venue are expressly waived.
6.8 Attorney's Fees. In the event any litigation or controversy arises out of or in
connection with the parties hereto, each party shall be responsible for its own costs
and expenses, including its own reasonable attorneys fees of such litigation or
controversy, including those associated with any appellate or post-judgment
collection proceedings.
6.9 Non Waiver. No delay or failure by either party to exercise any right under this
Agreement, and no partial or single exercise of that right, shall constitute a waiver
of that or any other rights, unless otherwise expressly provided herein.
6.10 Notices. Any notice, request, instruction, or other document to be given as part of
this Agreement shall be in writing and shall be deemed given under the following
circumstances: when delivered in person; or three (3) business days after being
deposited in the United States Mail, postage prepared, certified or registered; or the
next business day after being deposited with a recognized overnight mail or courier
delivery service; or when transmitted by facsimile or telecopy transmission, with
receipt acknowledged upon transmission; and addressed as follows (or to such other
person or at such other address, of which any party hereto shall have given written
notice as provided herein):
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TO THE CITY:
Mr. Ronald W. McLemore
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, Fl. 32708-2799
407-327-5957 (Phone)
407-327-6686 (Fax)
WITH A COpy TO:
Anthony A. Garganese
City Attorney
Brown, Ward, Salzman, Weiss &
Garganese, P.A.
225 E. Robinson Street, Suite 660
Orlando, FL 32802
407-425-9566 (phone)
407-425-9596 (Fax)
TO NEW COVENANT CHURCH:
Rev. Carl E. Buffington, Jr.
800 Tuskawilla Road
Winter Springs, FL 3208
407 -699-0202 (phone)
407-699-1598 (Fax)
6.11 Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered, shall be original; but such
counterparts shall together constitute but one and the same instrument.
6.12 Public Record. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other
writing of the Owner related, directly or indirectly, to this Agreement, may be
deemed to be a Public Record whether in the possession or control ofthe City or the
Owner. Said record, document, computerized information and program, audio or
video tape, photograph, or other writing ofthe Owner is subject to the provisions of
Chapter 119, Florida Statutes, and may not be destroyed without the specific written
approval of the City. Upon request by the City, the Owner shall promptly supply
copies of said Public Records to the City. All books, cards, registers, receipts,
documents, and other papers in connection with this Agreement shall at any and all
5
during normal business hours of the Owner be open and freely exhibited to the City
for the purpose of examination and/or audit.
6.13 Interpretation. Both the City and the Owner have participated in the drafting of all
parts of this Agreement. As a result, it is the intent of the parties that no portion of
this Agreement shall be interpreted more harshly against either of the parties as the
drafter.
6.14 No Joint Venture. This Agreement shall not in any way be deemed to create ajoint
venture or principal-agent relationship between Owner and the City.
6.15 Owner Representations and Warranties. Owner represents and warrants that the
Facilities being provided under this Agreement will be properly maintained by Owner
during the term of this Agreement and failure of any payment required as required by
City shall not terminate Owner's obligation to ensure the safety and fitness of the
Facilities for the intended use by City.
6.16 Right oflnspection. Prior to commencement of this Agreement, Owner shall permit
City to conduct an on-site inspection of the Facilities upon its request. Upon
inspection, City shall document and notify Owner of any facilities or portions thereof
that are in disrepair or constitute a potential hazard or may interfere with the City's
provision of the Summer Camp Program. Upon being notified, Owner shall make any
necessary repairs, at its sole expense, unless otherwise agreed upon by the parties
hereto.
7.0 Entire Agreement. This Agreement-represents the entire and integrated Agreement between
the parties and supersedes all prior negotiations, representations, or Agreements, either oral
or written, and all such matters shall be deemed merged into this Agreement.
8.0 Sovereign Immunity. Nothing contained in this Agreement shall be construed as a waiver
of the City's right to sovereign immunity under Section 768,28, Florida Statutes, or other
limitations imposed regarding the City's potential liability under state or federal law.
9.0 Termination. By written notice often (10) days to Owner, the City shall have the right to
cancel the Summer Camp Program and this Agreement at any time, without penalty,
provided, however, if the Summer Camp Program is cancelled through no fault of the City,
the Owner shall refund all weekly fees paid under the Agreement by City in the event such
cancellation interferes with the ability of City to provide the Summer Camp Program during
any week upon which a fee has already been paid by City for the use of the Facilities.
10.0 Term. The term of this Agreement shall commence upon full execution of this Agreement
and commencement of the 2003 Summer Camp Program and end at such time City has ended
the Summer Camp Program as provided by this Agreement.
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11.0 Owner's Signatory. The undersigned person executing this Agreement on behalf of Owner
hereby represents and warrants that he has the full authority to sign said Agreement for
Owner and to fully bind Owner to the terms and conditions set forth in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year written above.
CITY:
OWNER:
CITY OF WINTER SPRINGS, FLORIDA
EPISCOPAL CHURCH OF THE NEW
COVENANT,INC.
B'
d , If., President
ore, City Manager
F:\Docs\City ofWinler Springs\Agreements\SummerCampUseAgmtwpd
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May 30, 2003
Mr. Ronald W. McLemore
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, FL 32708-2799
RE: City of Winter Springs, Florida Summer Camp 2003 Use Agreement Dated May 30,
2003 (the "Agreement")
Dear Mr. McLemore:
This letter will confirm our agreement to supplement and clarify certain provisions of the
Agreement. The Agreement as signed by the Episcopal Church of the New Covenant, Inc. (the
"Church") is being forwarded to.the City of Winter Springs (the "City") with the understanding
that the City will sign and return to the Church the Agreement and a duplicate copy of this letter.
Capitalized terms not otherwise defined in this letter shall have the meaning as set forth in the
Agreement.
We ask you to confirm your agreement with the following:
1. To the extent perinitted by law, the City hereby voluntarily releases, forever discharges
and agrees to hold harmless and indemnify the Church and its officers, employees and all
other persons or entities acting on its behalf from any and all liability, claims, demands,
actions or rights of action, including reasonable attorney's fees and costs, which are
related to, arise out of or are in any way connected with the City's and its employees' and
officers' acts and omissions in operating the Camp referenced in the Agreenient;
provided, however, this shall not be deemed a waiver of sovereign immunity by the City.
2. The City acknowledges that it has completed a satisfactory "walk-through" of the
Facilities to be provided by the Church for the Summer Camp Program ("Camp") and has
determined the Facilities to be suitable for such Camp activities.
3. The supervision and operation of the Camp and all participants is the responsibility of the
City and the Church will have no involvement in the management of the Camp activities.
4. The Church, at its cost and expense, agrees to promptly remove or modify any hazardous
conditions identified by the City with respect to the Facilities during the term of the
Agreement and to provide general maintenance of such Facilities (such as lawn mowing,
air conditioning maintenance, etc.). The City agrees to pay for any costs and expenses
relative to maintaining those Facilities to operate the Camp and, in particular, agrees to
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the following: provide necessary. stock of general consumables for use by Camp
participants (e.g. toilet paper, paper towels, etc.); and provide cleanup of the Facilities at
least once a week and on an as-needed basis in connection with the City's use ofthe
Facilities for the Camp. ill addition; as a courtesy to the Church, the City will re-stripe
the lines of the basketball court in the Church parking lot at the City's expense. The City
will be responsible for obtaining and maintaining all applicable licenses and permits to
operate the Camp.
5.' The City use.of the Facilities will be limited to weekdays (Monday through Friday) for
the months of June and July, 2003. The City acknowled'ges that its use of the Facilities
during the term of the Agreement is non-exclusive; normal administrative activities of the
Church arid activities of Church parishioners will be conducted during this time period.
The City and Church agree to communicate with each other in advance of any expected .
heavy use of the Facilities (including vehicle parking) so as to reduce interference with
each other's activities conducted at the Facilities during the term of the Agreement. .
The Church is looking forward to making available its facilities to the City for the Camp
participants this summer in order to build positive community relationships with the City and its
residents. .
Sincerely,
EPISCOP AL CHURCH OF THE NEW COVENANT, INC.
.By:fh
Rev. Carl E. Buffin
ent
Date: S -"30 J 0 ~
I
TLR/rlm
ACKNOWLEDGED AND AGREED THIS
-3 b day of~, 2003
CITY OF WINTER SPRING~, FLORIDA
Date: 5 / :6 b f b :s
I I
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