HomeMy WebLinkAboutChristian Church 2005 Summer Camp -2005 06 03
r~"'fI'
CITY OF WINTER SPRINGS, FLORIDA
2005 SUMMER CAMP USE AGREEMENT
THIS SUMMER CAMP USE AGREEMENT ("Agreement") is made and entered into as of
the '3(..1 day of~ IN '"' 2005 by and between the CITY OF WINTER SPRINGS, a Florida
Municipal Corporation, ("City"), and the CHRISTIAN CHURCH OF WINTER SPRINGS, INC.,
a Florida Not for Profit Corporation and FederaI50l(c)(3) organization ("Church").
WITNESSETH:
WHEREAS, City desires to hold its 2005 Summer Camp Program, for the benefit of resident
and non-resident children ages 6 to 12, at the facilities of the Christian Church of Winter Springs,
which is located at 800 Tuscawilla Road, Winter Springs, Florida; and
WHEREAS, Church 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, Church 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 Christian Church of Winter
Springs, Inc. 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.
City of Winter Springs, Florida
2005 Summer Camp Use Agreement
Page I of 8
(c) "City Manager" shall mean the City Manager ofthe City of Winter Springs,
Florida or his designee.
(d) "Church" shall mean the Christian Church of Winter Springs, Inc., 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 Christian Church of Winter
Springs, 800 Tuscawilla Road, Winter Springs, Florida, that Church has
agreed to provide to City for its 2005 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) "2005 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 Christian Church of Winter Springs, located at 800
Tuskawilla Road, Winter Springs, Florida and further described in this
Agreement.
2.2 Engagement. The Church 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 Church under this Agreement for the time period,
commencing on May 31, 2005 and ending on July 29,2005. Church 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. The City use of Facilities
will be limited to weekdays (Monday through Friday). The City acknowledges that
City of Winter Springs. Florida
2005 Summer Camp Use Agreement
Page 2 of 8
5.0 Maintenance and Care. 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,
for example, lawn mowing, air conditioning maintenance, etc.). The City shall use
reasonable care in its use of the Facilities for the Summer Camp Program. The City, at its
cost and expense, agrees to maintain those Facilities used for Camp activities with respect
to any excess of wear and tear that would normally have occurred without such Camp
activities and, in particular, agrees to the following: provide necessary stock of general
consumables for use by Camp participants (e.g. toilet paper, paper towels, etc.); provide
cleaning and general maintenance of the Facilities on a regular basis (at least once a week)
and on an as needed basis in connection with significant heavy use; any upgrade to Facilities
required as a result of Camp activities or applicable building code requirements that the
Church would not otherwise have had to comply with absent the Camp activities.
6.0 General Miscellaneous Provisions. The following general miscellaneous provisions shall
apply to this Agreement:
6.1 Time of the Essence. The Church'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.
6.4 Further Assurances. From and after the execution of this Agreement, each ofthe
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, Garganese,Weiss & D'Agresta" 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.
City of Winter Springs, Florida
2005 Summer Camp Use Agreement
Page 4 of8
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):
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)
City of Winter Springs, Florida
2005 Summer Camp Use Agreement
Page 5 of8
WITH A COpy TO:
Anthony A. Garganese
City Attorney
Brown, Garganese, Weiss & D' Agresta, P.A.
225 E. Robinson Street, Suite 660
Orlando, FL 32802
407-425-9566 (phone)
407-425-9596 (Fax)
TO CHRISTIAN CHURCH OF
WINTER SPRINGS:
Christian Church of Winter Springs, Inc.
800 Tuskawilla Road
Winter Springs, FL 32708
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 Church related, directly or indirectly, to this Agreement, may be
deemed to be a Public Record whether in the possession or control of the City or the
Church. Said record, document, computerized information and program, audio or
video tape, photograph, or other writing of the Church 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 Church 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
reasonable times during normal business hours of the Church be open and freely
exhibited to the City for the purpose of examination and/or audit.
6.13 Interpretation. Both the City and the Church 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 a joint
venture or principal-agent relationship between Church and the City.
City of Winter Springs, Florida
2005 Summer Camp Use Agreement
Page 6 of8
6.15 Church Representations and Warranties. Church represents and warrants that the
Facilities being provided under this Agreement will be properly maintained by
Church during the term of this Agreement and failure of any payment required to be
made by City shall not terminate Church's obligation to ensure the safety and fitness
of the Facilities for the intended use by City.
6.16 Right of Inspection. Prior to commencement of this Agreement, Church shall
permit City to conduct an on-site inspection of the Facilities upon its request. Upon
inspection, City shall document and notify Church 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, Church shall make
any necessary repairs, at its sole expense, unless otherwise agreed upon by the parties
hereto. Prior to the commencement of the Summer Camp Program, the City shall
acknowledge in writing that a satisfactory "walk-through" of the Facilities has been
provided by the Church for the Summer Camp Program and the City has determined
the Facilities to be suitable for such Summer Camp Program activities.
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 lmmunity. The City hereby voluntarily releases, forever discharges and agrees
to hold harmless and indemnify the Church and its officer, employees and all other persons
or entities acting on its behalf from any and all liability, claims, demands, actions or rights
of action including attorney's fees and costs, which are related to, arise out of or are in any
way connected with the summer champ referenced in the Agreement; provided, however, this
shall not be deemed a waiver of sovereign immunity by the City. 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 Church, 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 Church 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 2005 Summer Camp Program and end at such time City has ended
the Summer Camp Program as provided by this Agreement.
City of Winter Springs, Florida
2005 Summer Camp Use Agreement
Page 7 of8
... .' .....
I '
11.0 Church's Signatory. The undersigned person executing this Agreement on behalf of
Church hereby represents and warrants that he has the full authority to sign said Agreement
for Church and to fully bind Church 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:
CHURCH:
CITY OF WINTER SPRINGS, FLORIDA
By: IIlu 1n~
Ron McLero e, Cl. Manager
CHRISTIAN CHURCH OF WINTER
SPRIN/j IN~ J
By: 1/ 4/'U(
. Richard C. Reilly
City of Winter Springs, Florida
2005 Summer Camp Use Agreement
Page 8 or8