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HomeMy WebLinkAboutChristian Church 2008 Summer Camp -2008 06 08 CITY OF WINTER SPRINGS, FLORIDA 2008 SUMMER CAMP USE AGREEMENT THIS SUMMER CAMP USE AGREEMENT ("Agreement") is made and entered into as of the day of ~~n~ ~Z , 2008 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 Federal 501(c)(3) organization ("Church"). WITNESSETH: WHEREAS, City desires to hold its 2008 Summer Camp Program, for the benefit of resident and non-resident children entering the sixth grade through eighth grade, 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 Church's 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 2008 Summer Camp Use Agreement Page I of 9 (c) "City Manager" shall mean the City Manager of the 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. (f) "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 2008 Summer Camp Program including, but not limited to recreational rooms, game rooms, multi-purpose halls, restrooms, recreational fields, site grounds, and playground equipment and facilities. For purposes of this Agreement, "Facilities" shall not include the administration/preschool building or the small playground located to the rear of the administration/preschool building which is intended for use by two- yearolds. (g) "Public Records" is as described in Section 119.011(11), Florida Statutes. (h) ``2008 Summer Camp Program" or "Summer Camp Program" shall mean the summer camp program being provided and operated by the City of Winter Springs to beheld at the Christian Church of Winter Springs, located at 800 Tuscawilla 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 of Winter Springs, Florida 2008 Summer Camp Use Agreement Page 2 of 9 3.1.1 Generally. 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 June 9, 2008 and ending on August 8, 2008, except that the City shall not conduct the Summer Camp Program during the week of July 21 through 25, 2008. 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 its use of the Facilities during the term of the Agreement is non-exclusive; normal administrative activities of the Church and 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. 3.1.2 Use of Parish Hall. City shall be permitted to use the Parish Hall for its Summer Camp Program, but shall not be permitted to use Church's new blue chairs. Instead, City shall use Church's gray chairs available in the administration building for its Summer Camp Program. City and Church shall meet at a mutually agreeable time prior to the commencement of the Summer Camp Program to identify the chairs the City is permitted to use and to determine an agreeable time for City to transport the gray chairs to and from the Parish Hall. Additionally, City shall be responsible for cleaning and vacuuming the Parish Hall, its kitchen and bathrooms, at the end of each day so that the Parish Hall is suitable for evening meetings and Sunday school classes. City shall keep the doors to the Parish Hall closed at all reasonable times and shall maintain the air conditioner at a temperature of at least 72 degrees Fahrenheit. At the end of each day and when leaving the Parish Hall on field trips, City shall turn the air conditioning to 82 degrees Fahrenheit. 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. City may utilize Church's DVD/video equipment; however, City shall ensure that said equipment is operated exclusively by adults. Further, City shall not permit any portion of the Summer Camp Program to be conducted behind the administration/preschool building. 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. City of Winter Springs, Florida 2008 Summer Camp Use Agreement Page 3 of 9 3.4 Operation and Supervision. The supervision and operation of the Summer Camp Program and all participants is the responsibility of the City and the Church will have no involvement in the management of the Summer Camp Program activities. The City shall, at all times, be responsible for the supervision of any minors using the Facilities in conjunction with the Summer Camp Program, whether inside or outside. 3.5 Licenses and Permits. The City will be responsible for obtaining and maintaining all applicable licenses and permits to operate the Summer Camp Program. 3.6 Status Meetings. During the term of this Agreement, representatives from the City and Church shall meet monthly to evaluate each party's compliance with the terms and conditions of this Agreement. 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 Church a weekly fee for the use of the Facilities during the term of this Agreement in the amount of fifty dollars ($50.00). Said fee shall be due and payable to the Church 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, Church 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. At the conclusion of the Summer Camp, the City shall have the carpet in the church hall professionally cleaned. Said cleaning shall occur at a time convenient to the Church. 4.3 Utility Expenses. City shall pay Church for the increased costs of Church's water and electric utilities related to City's use of the Facilities. For purposes of this subsection, "increased costs" shall mean the difference between Church's utility costs incurred during City's use of the Facilities and Church's average utility costs over the 12 month period immediately preceding City's use of the Facilities. Church agrees to provide the City any documentation reasonably necessary in furtherance of City satisfying the requirements of this subsection 4.3. City of Winter Springs, Florida 2008 Summer Camp Use Agreement Page 4 of 9 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 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, Garganese, Weiss & D'Agresta, P.A., and other attorneys therein, have acted as counsel for the C ity 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 2008 Summer Camp Use Agreement Page 5 of 9 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 attorney's 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 2008 Summer Camp Use Agreement Page 6 of 9 WITH A COPY TO: Anthony A. Garganese City Attorney Brown, Garganese, Weiss & D'Agresta, P.A. 111 N. Orange Ave. Suite 2000 Orlando, FL 32802 407-425-9566 (Phone) 407-425-9596 (Fax) TO CHURCH: Christian Church of Winter Springs, Inc. 800 Tuscawilla 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. 6.15 Church Representations and Warranties. Church represents and warrants that the Facilities being provided under this Agreement will be properly maintained by City of Winter Springs, Florida 2008 Summer Camp Use Agreement Page 7 of 9 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 Immunity. 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 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, 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, whereby the City shall not be liable, under this Agreement, for punitive damages or interest for the period before judgment nor shall the City be liable, under this Agreement, to any one person for more than $100,000 for any claim or judgment or more than $200,000 for any claim or judgment arising out of the same incident or occurrence. Furthermore, should any other limitation be imposed on the City's potential liability under state or federal law, the limitation that imposes the least amount of liability on the City shall apply as if said limitation is a material part of this Agreement. 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. City of Winter Springs, Florida 2008 Summer Camp Use Agreement Page 8 of 9 10.0 Term. The term of this Agreement shall commence upon full execution of this Agreement and commencement of the 2008 Summer Camp Program and end at such time City has ended the Summer Camp Program as provided by this Agreement. 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: CITY OF WINTER SPRINGS, FLORIDA CHURCH: CHRISTIAN CHURCH OF WINTER SPRINGS, INC. ~,~ / .lY,, Ron McLe ore, Cit Manager By: illiam tone, President City of Winter Springs, Florida 2008 Summer Camp Use Agreement Page 9 of 9