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HomeMy WebLinkAbout2011 10 10 Consent 206 Orlando Sentinel ContractCOMMISSION AGENDA ITEM 206 October 10th, 2011 Regular Meeting Consent X Informational Public Hearing Regular Mgr. / Authorization Dept. REQUEST: Parks and Recreation requests that the City Commission authorizes the City Manager to execute the partnership agreement between the City of Winter Springs and Orlando Sentinel Communications Company. SYNOPSIS: Parks and Recreation Department recommends an annual partnership with a professional event promoter for our Community events. Projected revenues could cover all costs for (4) City run community events and increase awareness & business for our town center merchants. CONSIDERATIONS: • In February 2011, Orlando Communications Company contacted The Winter Springs Parks and Recreation department expressing interest to form a partnership for community events. • In April 2011, the City entered into a single event contract for the July 4 event. This allowed us to evaluate the processes and have mutual understanding of working together. • The Parks and Recreation Department recommends that an annual partnership with Orlando Communication Company would be in the best interest for City of Winter Springs to attempt to cover costs for our community events for the following reasons: Added Value to any potential Sponsors, A full time marketing staff working on the City's behalf to reach out to new sponsors, additional advertising for all the city sponsored events. • An annual partnership, for FY12 with a professional event promoter will create stability for business relationships, sponsors and vendors for our annual events calendar. • This agreement will provide the best opportunity for The City of Winter Springs to host community events with no cost to the taxpayers. • Each organization has a specified "no contact list" unique to each organization for the benefit of long term sponsor relationships. • Attached is a partnership agreement that has been drafted by our City Attorney, between the City of Winter Springs and Orlando Sentinel Communication Company. FISCAL IMPACT: City Commission Regular Meeting October 10, 2011 Consent Agenda Item 206 Page 2 of 2 • Staff is continuing to evaluate options to lower expenses & increase efficiency of operations. • 2011 -12 FY budget for City Community Events is $35,000. Parks & Recreation budget for FY12 Community Events is projected at $32,000. COMMUNICATION EFFORTS: This Agenda Item Has Been Electronically Forwarded to the Mayor and City Commission, City Manager, City Attorney /Staff, And All eAlert /eCitizen Recipients; And Is Available on the City's Website, LaserFiche, And The City's Server. Additionally, Portions Of This Agenda Item Are Typed Verbatim On The Respective Meeting Agenda Which Has Also Been Electronically Forwarded To The Individuals Noted Above; And Which Is Also Available On The City's Website, LaserFiche, And The City's Server; Has Been Sent To City Staff, Media/Press Representatives Who Have Requested Agendas /Agenda Item Information, Homeowner's Associations /Representatives On File With The City, And All Individuals Who Have Requested Such Information; And Has Been Posted Outside City Hall; Posted Inside City Hall With Additional Copies Available For The General Public; And Posted At Five (5) Different Locations Around The City. This Agenda Item Is Also Available To Any New Individual Requestors. City Staff Is Ahrays Willing To Discuss This Or Any Agenda Item With Any Interested Individuals. RECOMMENDATIONS: Parks and Recreation recommends that the City Commission authorize the City Manager to execute the partnership agreement between the City and Orlando Sentinel Communications Company for FY 12 only. ATTACHMENTS: Attachment #1 City of Winter Springs & Orlando Sentinel Communications Company Partnership agreement. CITY OF WINTER SPRINGS, FLORIDA SPECIAL EVENT SPONSORHSHIP AGREEMENT THIS SPECIAL EVENT SPONSORSHIP AGREEMENT ( "Agreement ") is made and entered into as of the day of , 2011, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation ( "City "), and ORLANDO SENTINEL COMMUNICATIONS COMPANY, a foreign corporation authorized to conduct business in Florida, d /b /a The Orlando Sentinel ( "Contractor "). WITNESSETH: WHEREAS, the City desires to promote and support its various special events conducted throughout the year; and WHEREAS, in furtherance of this goal, the City desires to partner with Contractor to retain sponsors for the City's special events under the terms and conditions set forth in this Agreement; and WHEREAS, Contractor represents and warrants to the City that it has the personnel, tools, materials, and experience to provide the services as provided herein. NOW THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration to 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 Definitions. The following terms, as used in this Agreement, shall have the following meanings ascribed to them unless the context clearly indicates otherwise: 2.1 "Agreement" or "Contract" shall mean this Agreement between City and Contractor. 2.2 "City Manager" shall mean the City Manager of Winter Springs, Florida, or his designee. 2.3 "Public Records" is as described in Section 119.011(12), Florida Statutes. 2.4 "City" shall mean the City of Winter Springs, a Florida municipal corporation and its employees, agents, and contractors. 2.5 "Contractor" shall mean Orlando Sentinel Communications Company, a foreign corporation authorized to conduct business in Florida, d /b /a The Orlando Sentinel, and its employees, agents, and contractors. Special Event Sponsorship Agreement City of Winter Springs / Orlando Sentinel Communications Company Page 1 of 6 2.6 "Special Event(s)" shall include the following City events: Hometown Harvest (traditionally held in October); Holiday event (traditionally held in December); July 4 th event (traditionally held on or around July 4th). Additionally, the City may, at its sole discretion, conduct an additional Special Event in the spring. If the City conducts said spring Special Event, this Agreement shall govern that event. 3.0 Term. This Agreement shall be become effective on October 1, 2011 and shall remain in effect until September 30, 2012. The parties may mutually agree to extend the term of this Agreement for one (1) additional year. Any such extension shall be evidenced in writing and approved and executed by both parties hereto. 4.0 Obligations & Commitments. City and Contractor hereby agree to the following: 4.1 Exclusive Print Media Partner. Contractor shall be the City's exclusive print media partner related to the retention of sponsors for the City's Special Events. 4.2 Sponsorships. Contractor shall be responsible for the retention of sponsors for the City's Special Events. The City and Contractor shall cooperatively create multiple sponsorship packages acceptable to both parties which provide varying or tiered price sponsorship levels to potential sponsors. As part of their sponsorship of the Special Events, sponsors may sell merchandise, provide samples, coupons, or other promotional items at the Special Event(s) for which they agree to sponsor. Contractor acknowledges and agrees that the City shall have the right, at its sole discretion and option, to obtain local non - profits and other local partners to participate in the Special Events. The City shall cooperate with Contractor to accommodate and coordinate the Contractor's needs in conjunction with any local non - profits or other local partners secured by the City. The City shall provide sponsorship leads to the Contractor, if available. The City shall assist Contractor with the organization and planning of the location, mapping and set up of all sponsors during the Special Events and shall provide the requisite City personnel to assist the sponsors in setting up for the Special Events. 4.3 Sponsorship Revenue. Any net revenue derived and collected from Contractor's sale of sponsorships under this Agreement shall be equally divided between the City and Contractor. No later than ten (10) days following the conclusion of each Special Event, Contractor shall provide the City with a detailed balance sheet of all sponsorships secured as part of that Special Event. Contractor shall make payment to the City for its share of the sponsorships no later than thirty (3 0) days following the Special Event. Notwithstanding the sponsorship fees obtained by Contractor pursuant to this Agreement, there shall be no other monetary compensation due to Contractor for the services rendered under this Agreement. 4.4 Contractor Permitted as Vendor at All Special Events. The City shall permit Contractor's circulation department to be an in -kind vendor during any of the Special Events subject to this Agreement and shall provide Contractor with one (1) 10' x 10' booth. Special Event Sponsorship Agreement City of Winter Springs / Orlando Sentinel Communications Company Page 2 of 6 4.5 City to Plan Special Events. Contractor understands and agrees that the planning and organization of the Special Events is at the sole discretion and direction of the City and that Contractor's responsibilities under this Agreement are limited to the retention of sponsorships in support of the Special Events. 5.0 Due Diligence. Contractor acknowledges that it has investigated, prior to the execution of this Agreement and satisfied itself as to the conditions affecting the services required hereunder, the availability of materials and labor, the cost thereof, and the requirements to obtain, necessary to complete the services within the time set forth herein. The Contractor warrants unto the City that it has the competence and abilities to carefully, professionally, and faithfully complete the services in the manner, and within the time limits proscribed herein. The Contractor will perform the services with due and reasonable diligence consistent with sound professional and labor practices. 6.0 Time is of the Essence. Time is of the essence of this Agreement. 7.0 Assignment. Contractor may, without the consent of the City, assign, transfer and /or delegate its duties under the Agreement, in whole or in part, (i) to an Affiliate, provided that such an assignment or delegation shall not relieve Contractor of any obligations hereunder; or (ii) to any successor to or purchaser of all or substantially all of Contractor's assets or business (whether structured as a sale of assets, sale of stock, merger, consolidation, or otherwise), provided that the assignee, transferee or successor (as the case may be) accepts responsibility for the full performance of all obligations of Contractor under this Agreement. 8.0 Third Party Rights. This Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any third parties. 9.0 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. 10.0 Legal Representation. The parties acknowledge that Brown, Garganese, Weiss, and D'Agresta, P.A., and attorneys therein, have acted as counsel for City in connection with this Agreement and the transactions contemplated herein, and have not given legal advice to any party hereto other than City. 11.0 Severability. If any provision of this Agreement is held to be invalid, void, or unenforceable, the remaining provisions shall nevertheless remain in full force and effect, unless the absence of the invalid, void, or unenforceable provision or provisions causes this Agreement to fail in its essential purposes. 12.0 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial of courts located in Seminole Special Event Sponsorship Agreement City of Winter Springs / Orlando Sentinel Communications Company Page 3 of 6 County, Florida, and any objections as to jurisdiction or venue in such courts being expressly waived. 13.0 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with this Agreement between the parties hereto, the prevailing party in such litigation or controversy shall be entitled to recover from other party or parties all reasonable attorney's fees and paralegal fees, expenses and suit costs, including those associated with any appellate or post judgment collection proceedings. 14.0 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 right, unless otherwise expressly provided herein. 15.0 Notices. Any notice, request, instruction, or other document to be given a 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 prepaid, 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 acknowledge 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 City of Winter Springs: Kevin L. Smith, City Manager 1126 East S.R. 434 Winter Springs, Florida 32708 PH: (407) 327 -5957 FAX: (407) 327 -4753 To Contractor: Orlando Sentinel Communications Company Attn: 633 N. Orange Avenue Orlando, FL 32801 PH: ( ) FAX: ( ) 16.0 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same instrument. 17.0 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 Contractor 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 Contractor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the Special Event Sponsorship Agreement City of Winter Springs / Orlando Sentinel Communications Company Page 4 of 6 specific written approval of the City. Upon request by the City, the Contractor 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 the normal business hours of the Contractor be open and freely exhibited to the City for the purpose of examination and /or audit. 18.0 Interpretation. Both the City and the Contractor 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. 19.0 Independent Contractor. Contractor shall be considered an independent contractor under this Agreement. 20.0 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. 21.0 Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement, 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 on the City's potential liability under state or federal law. As such, the City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 22.0 General Liability Insurance. For all services performed hereunder, the Contractor shall purchase and maintain, at its own expense, such general liability insurance and automobile liability insurance to cover claims for damages because of bodily injury or death of any person or property damage arising in any way out of the services performed by Contractor under this Agreement. The insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence combined single limit for bodily injury liability, and property damage. This shall include, but not be limited to, automobile liability of owned vehicles, hired and non -owned vehicles, and employee non - ownership. All insurance coverage shall be with insurer(s) approved by the City Manager and licensed by the State of Florida to engage in the business of writing insurance. The City shall be named on the foregoing insurance policies and endorsements as "additional insured." The Contractor shall cause its insurance carriers to furnish insurance certificates and endorsements specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (3 0) days prior written notice to the City in compliance with other provisions of this Agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by the Contractor in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify the Contractor in writing thereof within thirty (30) days of the date Special Event Sponsorship Agreement City of Winter Springs / Orlando Sentinel Communications Company Page 5 of 6 of delivery of such certificates and endorsements to the City. For all services performed pursuant to this Agreement and during the Special Event, the Contractor shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 23.0 Indemnification and Hold Harmless. Each party hereto shall indemnify and hold harmless the other party, its agents and employees from and against any and all claims, damages, losses, bodily injuries (including death), and expenses, including attorney's fees, arising out of or resulting from any services provided pursuant to this Agreement, where such claim, damage, loss, or expense is caused in whole or in part by the act or omission of the indemnifying party, or anyone directly or indirectly employed by the indemnifying party, or anyone for whose acts any of them may be liable. Neither party hereto shall be required to indemnify or hold harmless the other party to the extent the other party is negligent or intentionally causes or omits to act, thereby causing claims, damages, bodily injuries (including death), losses, or expenses. 24.0 Standard of Care. In performing its services hereunder, the Contractor shall use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of its profession practicing in the same or similar locality. 25.0 Termination. This Agreement may be terminated by either party, without penalty, with 30 days written notice to the non - terminating party. Upon termination, Contractor shall have 10 days from the effective date of the termination to make payment to the City for any sponsorship revenue due and owing. 26.0 Contractor's Signatory. The undersigned individuals executing this Agreement on behalf of the parties hereby represent and warrant that he /she has the full authority to sign said Agreement and fully bind the party he /she represents 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, a Florida municipal corporation. CONTRACTOR: ORLANDO SENTINEL COMMUNICATIONS COMPANY, a foreign corporation authorized to conduct business in Florida, d /b /a The Orlando Sentinel. C Kevin L. Smith, City Manager Date: B Print Name: Title: Date: Special Event Sponsorship Agreement City of Winter Springs / Orlando Sentinel Communications Company Page 6 of 6 • CITY OF WINTER SPRINGS, FLORIDA SPECIAL EVENT SPONSORHSHIP AGREEMENT THIS SPECIAL EVENT SPONSORSHIP AGREEMENT ( "Agreement ") is made and entered into as of the day of , 2011, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporation ( "City "), and ORLANDO SENTINEL COMMUNICATIONS COMPANY, a foreign corporation authorized to conduct business in Florida, d /b /a The Orlando Sentinel ( "Contractor "). WITNESSETH: WHEREAS, the City desires to promote and support its various special events conduged throughout the year; and WHEREAS, in furtherance of this goal, the City desires to partner with Contractor to retain sponsors for the City's special events under the terms and conditions set forth in this Agreement; and WHEREAS, Contractor represents and warrants to the City that it has the personnel, tools, materials, and experience to provide the services as provided herein. NOW THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration to 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 Definitions. The following terms, as used in this Agreement, shall have the following meanings ascribed to them unless the context clearly indicates otherwise: 2.1 "Agreement" or "Contract" shall mean this Agreement between City and Contractor. 2.2 "City Manager" shall mean the City Manager of Winter Springs, Florida, or his designee. 2.3 "Public Records" is as described in Section 1 19.011(12), Florida Statutes. 2.4 "City" shall mean the City of Winter Springs, a Florida municipal corporation and its employees, agents, and contractors. 2.5 "Contractor" shall mean Orlando Sentinel Communications Company, a foreign corporation authorized to conduct business in Florida, d /b /a The Orlando Sentinel, and its employees, agents, and contractors. Special Event Sponsorship Agreement City of Winter Springs / Orlando Sentinel Communications Company Page of 6 2.6 "Special Event(s)" shall include the following City events: Hometown Harvest (traditionally held in October); Holiday event (traditionally held in December); July 4th event (traditionally held on or around July 4th). Additionally, the City may, at its sole discretion, conduct an additional Special Event in the spring. If the City conducts said spring Special Event, this Agreement shall govern that event. 3.0 Term. This Agreement shall be become effective on October 1, 2011 and shall remain in effect until September 30, 2012. The parties may mutually agree to extend the term of this Agreement for one (1) additional year. Any such extension shall be evidenced in writing and approved and executed by both parties hereto. 4.0 Obligations & Commitments. City and Contractor hereby agree to the following: 4.1 Exclusive Print Media Partner. Contractor shall be the City's exclusive print media partner related to the retention of sponsors for the City's Special Events. 4.2 Sponsorships. Contractor shall be responsible for the retention of sponsors for the City's Special Events. The City and Contractor shall cooperatively create multiple sponsorship packages acceptable to both parties which provide varying or tiered price sponsorship levels to potential sponsors. As part of their sponsorship of the Special Events, sponsors may sell merchandise, provide samples, coupons, or other promotional items at the Special Event(s) for which they agree to sponsor. Contractor acknowledges and agrees that the City shall have the right, at its sole discretion and option, to obtain local non - profits and other local partners to participate in the Special Events. The City shall cooperate with Contractor to accommodate and coordinate the Contractor's needs in conjunction with any local non - profits or other local partners secured by the City. The City shall provide sponsorship leads to the Contractor, if available. The City shall assist Contractor with the organization and planning of the location, mapping and set up of all sponsors during the Special Events and shall provide the requisite City personnel to assist the sponsors in setting up for the Special Events. 4.3 Sponsorship Revenue. Any net revenue derived and collected from Contractor's sale of sponsorships under this Agreement shall be equally divided between the City and Contractor. No later than ten (10) days following the conclusion of each Special Event, Contractor shall provide the City with a detailed balance sheet of all sponsorships secured as part of that Special Event. Contractor shall make payment to the City for its share of the sponsorships no later than thirty (30) days following the Special Event. Notwithstanding the sponsorship fees obtained by Contractor pursuant to this Agreement, there shall be no other monetary compensation due to Contractor for the services rendered under this Agreement. 4.4 Contractor Permitted as Vendor at All Special Events. The City shall permit Contractor's circulation department to be an in -kind vendor during any of the Special Events subject to this Agreement and shall provide Contractor with one (1) 10' x 10' booth. Special Event Sponsorship Agreement City of Winter Springs / Orlando Sentinel Communications Company Page 2 of 6 , 4.5 City to Plan Special Events. Contractor understands and agrees that the planning and organization of the Special Events is at the sole discretion and direction of the City and that Contractor's responsibilities under this Agreement are limited to the retention of sponsorships in support of the Special Events. 5.0 Due Diligence. Contractor acknowledges that it has investigated, prior to the execution of this Agreement and satisfied itself as to the conditions affecting the services required hereunder, the availability of materials and labor, the cost thereof, and the requirements to obtain, necessary to complete the services within the time set forth herein. The Contractor warrants unto the City that it has the competence and abilities to carefully, professionally, and faithfully complete the services in the manner, and within the time limits proscribed herein. The Contractor will perform the services with due and reasonable diligence consistent with sound professional and labor practices. 6.0 Time is of the Essence. Time is of the essence of this Agreement. 7.0 Assignment. Contractor may, without the consent of the City, assign, transfer and /or delegate its duties under the Agreement, in whole or in part, (i) to an Affiliate, provided that such an assignment or delegation shall not relieve Contractor of any obligations hereunder; or (ii) to any successor to or purchaser of all or substantially all of Contractor's assets or business (whether structured as a sale of assets, sale of stock, merger, consolidation, or otherwise), provided that the assignee, transferee or successor (as the case may be) accepts responsibility for the full performance of all obligations of Contractor under this Agreement. 8.0 Third Party Rights. This Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any third parties. 9.0 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. 10.0 Legal Representation. The parties acknowledge that Brown, Garganese, Weiss, and D'Agresta, P.A., and attorneys therein, have acted as counsel for City in connection with this Agreement and the transactions contemplated herein, and have not given legal advice to any party hereto other than City. 11.0 Severability. If any provision of this Agreement is held to be invalid, void, or unenforceable, the remaining provisions shall nevertheless remain in full force and effect, unless the absence of the invalid, void, or unenforceable provision or provisions causes this Agreement to fail in its essential purposes. 12.0 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial of courts located in Seminole Special Event Sponsorship Agreement City of Winter Springs / Orlando Sentinel Communications Company Page 3 of 6 r ; County, Florida, and any objections as to jurisdiction or venue in such courts being expressly waived. 13.0 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with this Agreement between the parties hereto, the prevailing party in such litigation or controversy shall be entitled to recover from other party or parties all reasonable attorney's fees and paralegal fees, expenses and suit costs, including those associated with any appellate or post judgment collection proceedings. 14.0 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 right, unless otherwise expressly provided herein. 15.0 Notices. Any notice, request, instruction, or other document to be given a 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 prepaid, 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 acknowledge 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 City of Winter Springs: Kevin L. Smith, City Manager 1126 East S.R. 434 Winter Springs, Florida 32708 PH: (407) 327 -5957 FAX: (407) 327 -4753 To Contractor: Orlando Sentinel Communications Company Attn: 633 N. Orange Avenue Orlando, FL 32801 PH: ( ) FAX: ( ) 16.0 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same instrument. 17.0 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 Contractor 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 Contractor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the Special Event Sponsorship Agreement City of Winter Springs / Orlando Sentinel Communications Company Page 4 of 6 , specific written approval of the City. Upon request by the City, the Contractor 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 the normal business hours of the Contractor be open and freely exhibited to the City for the purpose of examination and /or audit. 18.0 Interpretation. Both the City and the Contractor 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. 19.0 Independent Contractor. Contractor shall be considered an independent contractor under this Agreement. 20.0 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. 21.0 Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement, 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 on the City's potential liability under state or federal law. As such, the City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this Agreement. 22.0 Indemnification and Hold Harmless. Each party hereto shall indemnify and hold harmless the other party, its agents and employees from and against any and all claims, damages, losses, bodily injuries (including death), and expenses, including attorney's fees, arising out of or resulting from the performance of this Agreement, where such claim, damage, loss, or expense is caused in whole or in part by the act or omission of the indemnifying party, or anyone directly or indirectly employed by the indemnifying party, or anyone for whose acts any of them may be liable. Neither party hereto shall be required to indemnify or hold harmless the other party to the extent the other party is negligent or intentionally causes or omits to act, thereby causing claims, damages, bodily injuries (including death), losses, or expenses. 23.0 Standard of Care. In performing its services hereunder, the Contractor shall use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of its profession practicing in the same or similar locality. 24.0 Termination. This Agreement may be terminated by either party, without penalty, with 30 days written notice to the non - terminating party. Upon termination, Contractor shall have 10 days Special Event Sponsorship Agreement City of Winter Springs / Orlando Sentinel Communications Company Page 5 of 6 4 • from the effective date of the termination to make payment to the City for any sponsorship revenue due and owing. 25.0 Contractor's Signatory. The undersigned individuals executing this Agreement on behalf of the parties hereby represent and warrant that he /she has the full authority to sign said Agreement and fully bind the party he /she represents 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: CONTRACTOR: CITY OF WINTER SPRINGS, ORLANDO SENTINEL COMMUNICATIONS COMPANY, a Florida municipal corporation. a foreign corporation authorized to conduct business in Florida, d/b /a The Orlando Sentinel. By: ,/ By: gig „win L. ' mi , City Manager Print Na Title: i a lito NIP N/ t6 Date: October 26, 2011 Date: 10/3/ Special Event Sponsorship Agreement City of Winter Springs / Orlando Sentinel Communications Company Page 6 of 6