HomeMy WebLinkAboutChoices in Learning, Inc. - Joint Facilities Use Agreement - 2011 10 24 ORRNERINNOURENNIONNORININNINUNIN
IMAM MORSE, CLERK OF CIRCUIT COURT
SEMINOLE (MINTY
UK
THIS INSTRUMENT WAS PREPARED BY AND 07668: 1653 - 1661; t9pgs)
SHOULD BE RETURNED TO: CLERK" f i i 1
RECORDED 11/82/2011 09444433 AN
Anthony Garganese, Esq. RECORDING FEES MOO
ED BYTSmith
City Attorney of Winter Springs
kt Brown, Garganese, Weiss & D'Agresta, P.A.
111 N. Orange Ave., Suite 2000
Orlando, FL 32802
(407) 425 -9566
JOINT FACILITIES USE AGREEMENT •.
THIS JOINT FACILITIES USE AGREEMENT (the "Joint Use Agreement" or this
"Agreement") is made and entered into this 24 day of October, 2011, by and between the CITY •
OF WINTER SPRINGS, a Florida municipal corporation (the "City "), whose address is 1126
East State Road 434, Winter Springs, Florida 32708, and CHOICES IN LEARNING INC., a
Florida not-for-profit corporation (the "School "), whose address is 1000 E. State Road 434, Winter
Springs, Florida 32708.
WITNESSETH:
WHEREAS, the School owns certain real property within the City of Winter Springs at
1100 E. State Road 434, upon which School's campus is located. See Legal Description attached
as EXHIBIT "A." ( "Campus"); and
WHEREAS, the City owns real property adjacent to the Campus commonly known as
Central Winds Park ( "Park ") and Hicks Avenue which is also adjacent to the northern boundary of
the Campus; and
WHEREAS, pursuant to the terms of that certain Development Agreement between the
School and the City dated September 16, 2010 ( "Development Agreement"), the parties declared
the Campus a "civic site" under the Winter Springs' Town Center Code and set forth the terms and
conditions of the future development of said Campus; and
WHEREAS, the Development Agreement also provided that as a "civic site," the School
and the City would negotiate and enter into a joint facilities use agreement for purposes of sharing
certain facilities which are deemed beneficial to the school children and the public; and
WHEREAS, the parties now desire to set forth their understanding regarding the joint use
of each other's facilities pursuant to the terms and conditions set forth herein; and
Joint Facilities Use Agreement
City of Winter Springs and Choices In Learning, Inc.
1
NOW THEREFORE, in consideration of the mutual promises and covenants herein, and
other good and valuable consideration, the parties agree as follows:
1. Recitals. The foregoing recitals are hereby deemed true and correct and are expressly
incorporated herein as part of this Agreement by this reference.
2. Term; Termination. This Agreement shall commence upon full execution of this
Agreement by both parties and recordation in the Official Public Records of Seminole County,
Florida, and shall remain in effect for so long as the Campus is designated a "civic site" by the City
under the Town Center Code, or until the parties mutually agree in writing to terminate this
Agreement. The City agrees to provide the School at least thirty days written notice before
terminating the civic site designation. Upon termination, the City will promptly record a written
notice of termination in the public records and this Agreement will no longer be in effect.
3. School Use of City Facilities. The School shall be permitted to reasonably use the
City's unpaved parking facilities adjacent to Hicks Avenue for overflow parking purposes during
special events held by the School at the Campus. In addition, the School shall be permitted to use
the practice fields and picnic pavilion area at Central Winds Park for school related recreational
activities for the school children attending the School. Use of said City facilities by the School
shall be subject to the applicable rules and regulations generally adopted by the City for the
public's use of said facilities.
4. City Use of School Facilities. The City shall be permitted to reasonably use the
following School facilities at the Campus:
A. The City may use the Campus and the multi - purpose room located in the school building
thereon for: City special event parking; (ii) meeting space for City held community
meetings/workshops and parks and recreation programs (e.g., program registration, umpire clinics,
coaches meetings); and (iii) the City's summer camp program. Although not an exclusive list, the
special events intended at the effective date of this Agreement shall include the annual Highland
Games and the City's Fourth of July Celebration. Further, the City's use of the Campus and the
multi- purpose room shall be permitted so long as the City's use does not jeopardize the School's
existence /status as a 501 (c)(3) entity under the Internal Revenue Code. •
B. The City's police department shall be permitted to use the multi- purpose room in the
school building as a command post during major special events being held at Central Winds Park
including, but not limited to, the Highland Games and the Fourth of July Celebration. Further, at
the request of the City's police department, the School will make a mutually acceptable second
floor room in the school building available for police surveillance purposes during major special
events.
Joint Facilities Use Agreement
City of Winter Springs and Choices In Learning. Inc.
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C. At times when school is not in session at the Campus, the City's police department and the
School may negotiate mutually acceptable dates and times during the year for the police
department to conduct intra- departmental classes on school security at the Campus.
5. Scheduling Guidelines. The School and the City will agree upon guidelines and
procedures for scheduling and using each other's facilities and property authorized by this
Agreement. The guidelines shall follow the general principle that each party shall have priority
use of their own respective facilities and property, and that either party's use of the other party's
facilities and property shall not cause a conflict or interfere with the other party's use of their own
property. The parties agree to meet not less than once per calendar year for the purpose of
planning and compiling a calendar of events for the coming year wherein joint use of their
respective facilities and property will be requested. It is understood that this annual calendar of
events is a projection of proposed events and inclusion of an event in the event calendar shall not
supersede or take priority over the right of the property owner to use their own property. Should a
conflict arise over scheduled uses, the property owner shall give immediate notice to the other
party in order that alternative arrangements or accommodations can be made for the affected event.
Notwithstanding the aforesaid, each party shall attempt to honor in good faith all events that have
been placed on the annual calendar of events by mutual agreement. Further, each party will
exercise due diligence by taking reasonable steps - to attempt to avoid conflicts which might
jeopardize the ability of the other party to hold an event that is placed on the annual calendar of
events.
6. Use Fees and Charges for Expenses. The School and City agree that neither party
shall charge the other party a fee to use the facilities and property which the parties agree to share
pursuant to this Agreement. However, each party reserves the right to charge for reasonable
expenses associated with the use of each other's facilities (e.g., electricity, supplies, extraordinary
labor costs for set -up and clean -up). To the extent practicable, the charging party agrees that such
charges for expenses will be itemized and communicated to the paying party prior to the charges
being invoiced.
7. Miscellaneous Guidelines for Use of Facilities. The following miscellaneous
guidelines shall apply to each party:
A. As reasonably practicable and at all times material, each party shall keep the other
party informed of its actual use of the other party's facilities and property pursuant to this
Agreement including announcing the commencement of the use to the other party's on -site
management personnel at the facilities and property. Further, each party shall arrange for the
appropriate personnel to provide the other party with access to the facilities and property when
requested and agreed upon for use.
B. Each party shall be primarily responsible for the management and maintenance of
their own facilities and property, except that each party shall be responsible for general clean-up
(trash pick -up, removing belonging, returning any used equipment to storage) after their use of the
other party's facilities and property. In addition, upon commencing use of the facilities and
Joint Facilities Use Agreement
City of Winter Springs and Choices In Learning, Inc.
3
property, the parties agree to provide the other party of notice of any open and obvious existing
damage to the facilities and property.
C. Each party shall exercise reasonable care while using the other party's facilities and
property and will make no modifications thereto without the express written approval of the other
party. At the termination of each use of the facilities and property, each using party shall ensure
that all reasonable efforts have been made to return the facilities and property to its original or
better condition.
D. Each party shall be responsible for the actual repair or replacement cost of any
damage to the other party's facilities and property incurred as a direct result of that party's use of
the facilities and property pursuant to this Agreement.
E. Each party shall be responsible for providing the equipment necessary for their use
of the other party's facilities and property. However, each party may identify any of its
equipment that the other party may utilize and shall identify and secure any of its equipment that
the other party should not use.
8. 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), and execute and deliver
any further documents which may be necessary or desirable in order to carry out the purposes and
intentions of this Agreement.
9. Governing Law; Venue. This Agreement shall be governed by the law of the State of
Florida. Venue of all state disputes shall be properly placed in Seminole County, Florida. 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.
10. 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.
11. 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):
Joint Facilities Use Agreement
City of Winter Springs and Choices In Learning, Inc.
4
TO THE CITY: Attn: City Manager
1126 East State Road 434
Winter Springs, Florida 32708
407- 327 -5957
TO SCHOOL: Attn: Principal
1100 E. State Road 434
Winter Springs, Florida 32708
12. Insurance. Each property shall be responsible for providing general liability insurance
for their own facilities and property and for insuring the acts and omission of their own personnel
covered by this Agreement.
13. Indemnification. Each party hereby voluntarily releases, forever discharges and agrees
to hold harmless and indemnify the other party and their respective officers, employees and all
other persons or entities acting on their 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 their use of the other party's facilities and property pursuant to the terms of
this Agreement.
14. Sovereign Immunity. Nothing contained in this Agreement shall be construed as a
waiver of the City's or the School's right to sovereign immunity under Section 768.28, Florida
Statutes. Said statute is hereby deemed fully incorporated herein as if set forth in this Agreement
verbatim. Furthermore, should any other limitation be imposed on the City's or School's potential
liability under state or federal law, the limitation that imposes the least amount of liability on the
City or the School shall apply as if said limitation is a material part of this Agreement.
IN WITNESS WHEREOF, the School and the City have each executed this Agreement
on the date set forth below each signature.
[Signature Page Follows]
Joint Facilities Use Agreement
City of winter Springs and Choices In Learning, Inc.
5
WITNESS: SCHOOL:
CHOICES IN LEARNING, INC., a Florida
not- for -profit corporation
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Title: ,< !/, C'IL
Print Name: Date: ii /r //
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CITY:
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CITY OF WINTER SPRINGS, FLORIDA,
a Florida municipal corporation
Print Name: / �f� ►� 6A- c rtrt!u_
By: ...1
Name: Kevin L. Smith
Title: City Manager
Date: te/Z yl ►1
•
Joint Facilities Use Agreement
City of Winter Springs and Choices In Learning, Inc.
6
STATE OF Ft-a¢1DA
COUNTY OF 36- N V LE
The foregoing instrument was acknowledged before me this l 5 r day of nt ,
2011, by C Foa4F Alr.L.eu Ite , as G"t441•■4••--■ c,F rm.. 3P D of
CHOICES IN LEARNING, INC., a Florida not - for -profit corporation, on behalf of the
corporation. He /She is [ jg personally known to me or F 1 has produced
as identification and who did (did not) take an
oath.
(Notarial Seal) ro rs:4`. BREW 4
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My Commission Expires: 3L.7Ly so, �e.)tiy
STATE OF Vilt--
COUNTY OF 664•t�� c
The foregoing instrument was acknowledged before me this q- day of October, 2011,
by Kevin L. Smith, as City Manager of CITY OF WINTER SPRINGS, FLORIDA, a Florida
municipal corporation, on behalf of the corporation. He /She is [ personally known to me or [ 1
has produced as identification and who did (did
not) take an oath. ,
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Joint Facilities Use Agreement
City of winter Springs and Choices In Learning, Inc.
. • , EXHIBIT
•
rF
r` LEGAL DESCRIPTION
A PORTION OF LOTS 18, 19 AND 20, BLOCK "D" OF D.R. MITCHELL'S SURVEY OF THE
LEVY GRANT ON LAKE JESSUP, AS RECORDED IN PLAT BOOK 1, PAGE 5, PUBLIC
- RECORDS OF SEMINOLE COUNTY, FLORIDA,
COMMENCING AT THE SOUTHWEST CORNER OF SAID LOT 20, BLOCK 13, RUN N 07
DEGREES 01 MINUTES 11 SECONDS W ALONG THE WEST LINE OF SAID LOT 20, BLOCK D
A DISTANCE OF 907A8 FEET TO THE NORTHWEST CORNER OF SAID LOT 20, BLOCK D,
AND THE SOUTHERLY RIGHT -OF -WAY LINE OF FORMER STATE ROAD 434 (S.R. 419)
ACCORDING TO FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT -OF -WAY MAP
SECTION NO.77070- 2615,DATED 12/10/1998; THENCE RUN N 83 DEGREES 50 MINUTES 23
SECONDS E ALONG SAID SOUTHERLY RIGHT -OF -WAY LINE OF SAID FORNER STATE
ROAD 434 (S.R. 419) A DISTANCE OF 23.59 FEET TO THE POINT OF BEGINNING; THENCE
CONTINUE N 83 DEGREES 50 MINUTES 23 SECONDS E ALONG SAID SOUTHERLY RIGHT -
OF -WAY LINE A DISTANCE 1056.41 FEET; THENCE DEPARTING SAID SOUTHERLY
RIGHT -OF -WAY LINE RUN S 06 DEGREES 06 MINUTES 03 SECONDS E A DISTANCE OF
120,00 FEET; THENCE RUN N83 DEGREES 50 MINUTES 23 SECONDS E A DISTANCE OF
75.00 FEET; THENCE RUN N 06 DEGREES 06 MINUTES 03 SECONDS W A DISTANCE OF
120.00 FEET TO SAID SOUTHERLY RIGHT -OF -WAY LINE; THENCE RUN N 83 DEGREES 50
MINUTES 23 SECONDS E ALONG SAID SOUTHERLY RIGHT -OF -WAY LINE A DISTANCE OF
146.49 FEET TO A POINT OF CURVATURE OF A CURVE ON SAID SOUTHERLY RIGHT -OF-
WAY LINE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 112.25 FEET AND A
CENTRAL ANGLE OF 72 DEGREES 47 MINUTES 59 SECONDS; THENCE FROM A CHORD
• BEARING OF S 59DEGREES 45 MINUTES 37 SECONDS E RUN ALONG THE ARC OF SAID
CURVE A DISTANCE OF 142.62 FEET TO A POINT OF TANGENCY ON THE WESTERLY
RIGHT -OF -WAY LINE OF FORMER STATE ROAD 434 (ALSO KNOWN AS S.R, 419); THENCE
RUN S 23 DEGREES 21 MINUTES 38 SECONDS B ALONG SAID WESTERLY RIGHT -OF -WAY
LINE A DISTANCE OF 471.88 FEET TO THE NORTHERLY RIGHT-OF-WAY LINE OF A
PORTION OF PARCEL 110 OF STATE ROAD 434, ACCORDING TO FLORIDA DEPARTMENT
OF TRANSPORTATION RIGHT -OF -WAY MAP SECTION 77070 -2615, DATED 12/10 /98 AND
OFFICIAL RECORDS BOOK 2784, PAGES 1199 AND 1200 OF THE PUBLIC RECORDS OF
SEMINOLE, COUNTY, FLORIDA; - THENCE RUN S 66 DEGREES 38 MINUTES 22 SECONDS W
ALONG SAID NORTHERLY RIGHT -OF -WAY LINE A DISTANCE OF 25,74 FEET TO A POINT
OF CURVATURE OF A CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 280.00
FEET AND A CENTRAL ANGLE OF 31 DEGREES 15 MINUTES 12 SECONDS; THENCE FROM
A CHORD BEARING OF S 51 DEGREES 00 MINUTES 46 SECONDS W RUN ALONG THE ARC
OF SAID CURVE AND SIAD NORTHERLY RIGHT -OF -WAY LINE A DISTANCE OF 152.73
FEET TO A NON - RADIAL LINE; THENCE RUN S 79 DEGREES 04 MINUTES 32 SECONDS W
ALONG SAID NON - RADIAL AND SAID NORTHERLY RIGHT -OF -WAY LINE A DISTANCE OF
48.00 FEET TO THE NORTHEASTERLY RIGHT OF WAY LINE OF A PORTION OF PARCEL 109
SHEET 1 OF 2
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AND SAID PARCEL 110 OF SAID STATE ROAD 434 AND A POINT ON A NON - TANGENT
CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 2815 FEET AND A CENTRAL
ANGLE OF 02 DEGREES 36 MINUTES 03 SECONDS; THENCE RUN THE FOLLOWING FIVE
(5) COURSES ALONG SAID NORTHEASTERLY RIGHT-OF-WAY LINE; FROM A CHORD
BEARING N 57 DEGREES 12 MINUTES 00 SECONDS W RUN ALONG THE ARC OF SAID
CURVE A DISTANCE OF 127.78 FEET; THENCE N 31 DEGREES 29 MINUTES 59 SECONDS B,
BEING A RADIAL BEARING A DISTANCE OF 2,00 I(LJI' TO A POINT ON A NON - TANGENT
• CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 2817.00 FEET AND A
CENTRAL ANGLE OF 06 DEGREES 15 MINUTES 02 SECONDS; THENCE FROM A CHORD
BEARING OF N 61 DEGREES 37 MINUTES 32 SECONDS W RUN ALONG THE ARC OF SAID
CURVE A DISTANCE OF 307.31 FEET; THENCE S 25 DEGREES 14 MINUTES 57 SECONDS W,
BEING A RADIAL BEARING, A DISTANCE OF 2:00 FEET TO A POINT ON A NON- TANGENT
CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 2815.00 FEET AND A
CENTRAL ANGLE OP 21 DEGREES 18 MINUTES 27 SECONDS; THENCE FROM A CHORD
BEARING OF N 75 DEGREES 24 MINUTES 16 SECONDS W RUN ALONG THE ARC OF SAID
CURVE A DISTANCE OF 1046,86 FEET TO THE POINT OF BEGINNING.
CONTAINING 8.70 ACRES (378,797 SQUARE FEET) MORE OR LESS.
dje t
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• LIAM E. LUCAS, P. M. NO. 5782 TED
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