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HomeMy WebLinkAboutChristian Church 2004 Summer Camp -2004 05 30 CITY OF WINTER SPRINGS, FLORIDA 2004 SUMMER CAMP USE AGREEMENT THIS SUMMER CAMP USE AGREEMENT ("Agreement") is made and entered into as of the 1 st day of June, 2004 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 2004 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 2004 Summer Camp Use Agreement Page I of 7 (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 2004 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) "2004 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 June 1, 2004 and ending on July 16,2004. Church 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 City of Winter Springs, Florida 2004 Summer Camp Use Agreement Page 2 of 7 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. 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 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 ofthe City's use of the Facilities. At the conclusion ofthe 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. 5.0 Maintenance and Care. Church 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 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 City of Winter Springs, Florida 2004 Summer Camp Use Agreement Page 3 of 7 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, 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 ot 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 City of Winter Springs, Florida 2004 Summer Camp Use Agreement Page 4 of 7 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) 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 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 City of Winter Springs, Florida 2004 Summer Camp Use Agreement Page 5 of7 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 ajoint 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 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. 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 . City of Winter Springs, Florida 2004 Summer Camp Use Agreement Page 6 of 7 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 2004 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: CHURCH: CITY OF WINTER SPRINGS, FLORIDA CHRISTIAN CHURCH OF WINTER SPRINGS, INC. BY:~A~,~ on McLemore, City Manager By: G:\DocsICity of Winter SpringslAgreementslSummerCamplSummer_ Camp_ Use_AgmtB .2004. wpd City of Winter Springs, Florida 2004 Summer Camp Use Agreement Page 7 of7 Christian Church of Winter Springs, Inc. 800 Tuscawilla Road Winter Springs, Florida 32708 June 1,2004 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 2004 Use Agreement Dated June 1,2004 (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 Christian Church of Winter Springs, 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 ofthis letter. Capitalized terms not otherwise defined in this letter shall have the meaning as set forth in the Agreement. We ask you confirm your agreement with the following: 1. 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 camp referenced in the Agreement; 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, for example, {OR756036;3} ~. /. lawn mowing, air conditioning maintenance, etc.). The City, 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. 5. The City will be responsible for obtaining and maintaining all applicable licenses and permits to operate the Camp. 6. The City use of the Facilities will be limited to weekdays (Monday through Friday) for the months of June and July, 2004. 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. 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, CHRISTIAN CHURCH OF WINTER SPRINGS, INe. By: Date: ~ v ~<='. dOC'" / / TLRlrlm ACKNOWLEDGED AND AGREED THIS day of ,2004 CITY OF WINTER SPRINGS, FLORIDA By tf~M~~ Ron McLemore, City anager Date: ~ J,6 J JUe) f t:7 . / {OR756036;3 }