HomeMy WebLinkAboutAdventHealth Orlando - Sponsorship Agreement - Hometown Harvest Aunnal Events - 2019 09 10SPONSORSHIP AGREEMENT
THIS SPONSORSHIP A(..;14F'EM]z,N'I'("A&lreei,iieiit") is madc and cantered into as of the
it , I` ,
day of" ', 2019 by and between the CITY Of,' WINTER SPRINOS. a Florida
munic �,atlron. ("Cliv-) locatcd at 1126 Fast State Modred 434, Winter Springs, Florida
32708. and Adventist Health Systern/Sunbch., Inc,. a Florida Not For Profit Corporation d/b/a
Adventilealth Orlando, ("Sponsot"). whose principal address is 900 Hope Way, Altamonte
Sprinas, I'lorida 32803.
n
VVITNESSETH:
WHEREAS, the City holds certain annual events, inclusive ot'llie "I lometo-vvii f harvest"
(Fal I event) (the "Everit" or "Special Lvent"). for the henefit and enjoyment oi'its citizens:
WHEIREAS, Sponsor desires to contribute to the City as as sponsor of"the 2019 Event as
further detailed herein; and
WHEREAS, in consideration of'Sponsor's contribution, the City desires to provide the
Sponsor with the sponsorship benefits that correspond with the level and C(MiribUti011 made by the
Sponsor as more specHlically set forth herein.
NOWTHEREFORE, M consideration ofthe provisions contained in this Agreement, and
other good and V81tlahle consideration in vOilch the parties acknoNvIed-e has been received, the
parties agree as fi)Hmvs:
1.0 Ncorporation of Recitals:The foregoing recitals are true and correct and by this reference
are fully incorporated into this Agreement.
2.0 Term; Termination.
2.1 Tea-m. The term of this Agreement shall commence upon the Effective Date and
terminate vvhen the pat -ties have conipleted their respective Agreement, obligations under this
Z:�
2,2 Termination 1w Cit-%% B\ written notice to Sponsor. the City shall have the right
to cancel the Event and this Agreement at any time, VVithOUt penalty-. If this Agreement is
terminated or the Event cancelled by the C'01/. the Cite will refund the entirety ot'the sponsorship
payrnent provided to the City, unless this Agreement is terminated or the Event cancelled by the
City due to act; of(jod: inc1cmat vvcafller, fire" flood, windstorm: explosion: doi: war: sabotage:
strikes (e.xccpt involving Sponsor's labor force): COU11 ill.jUnCtion or order, federal and./or state law
or rc�nilation; order hamv re,(;Ulatory aEicnCy; Or cause or causes beyond the reasonable control of
the ity, in which case (lie 'i ty evil] prorate a refitind ofany tinused sponsorship payrnent paid by
SpC)11SOr pUrSUartl to Paragraph 5,0 ol'thk Agreement.
3.O Effective Date. The FATective Date shall be the date on which the last signatory hereto
S11811 eXCCUte this A,,rcement. and it shall be the date on kvhich this A-reement shall boo into efTect.
tn t� cl
The Agreement shall not he offecilve against any part)' until said date.
Sponsonship A-reement I lometown Harvest
CItY of Winter Springs!Advetitl leahh Orlando
Ng e I o r I I
4.0 General Provisions:
4.1 General Scope and Context of a Sponsorship. 'I lie parties acknom"ledge and
agree that the City solicits sponsors and advertisers for City sponsored special e\ ents who provide
service,, and/or products to residents of the community and whose product. rnessa,,e or- service is
consistent with the mission and values of the City. Additionally , the City vvc1cornes sponsorship
and advertising opportunities that enhance the City's abihLy to deliver an additional SOLII-CL or
financial, in -kind and technical assistance for programs, events, projects . eels and sites from both non-
proirt and for -profit entities and individuals. The City maintams its sponsorship program as a non-
pUblic forum and exercises sole discretion over who is eligible to become a sponsor and the level
,ind kind of'benclits provided to sponsors according to the hest interests ofthe Cityrind the special
events that \N III be schedUICd and conducted by the City.
4.2 Permissible Sponsors and Message Content, The parties acknoMedge and agree
that the areas of City- owned or leased property, or portions thercof., that are, designated by the City
for sponsorship Ol)pOrti,inl6es and ccrtain event activities are mainwined as a non-fiublic forurn.
"fhe City intends to preserve its rights and discretion to exci-cise full editorial control over the
placement, content, appearance, and wording, of sponsorship affiliations and messages. Fhe City
may make distinctions on the appropriateness of'sponsors based on the subject matter of potential
sponsorship recognition messruy or advertisement and rcscrycs the right to revise, re ' ject or ornit
content. 11ow,ever. the will not deny sponsorship opportunities based on the Sponsor s
viewpoint. Sponsor acknowledges that the City's policY is that the City, in its sole discretion arid
Judgement, will not accept sponsorships from am company, person or orfjanization that is engaged
in any., of tile following activities and/or has a mission supporting any of' the following subject
matters: (a) commentary, advocacy. or promotion of issues, candidates. and campaigns pertaining
to political elections,- (b) depiction in in), form of"profanity' or obscenity, or promotion of sexually
oriented products, activiDeS, or materials: (c) promotion of bigotry. prc j udice and/or hate; ((6
promotion of'the sale or rise of firearms, explosives, or other weapons. or glorification ot'violent
acts; and (e) promotion or depiction of' illegal 1-.)roclucts, or glorification of" Illegal prodLiCtb,
activities. or materials. The parties reco gnize that the City's enterimg into a Sponsorship Agreement
with Sponsor does not COnStitWc art endorsement of the Sponsor or any other sponsor or any of
their set -vices and products. but said Agreement does imply an affiliation between the City and the
Sponsor. SLIC11 affiliation can affect the reputation of the City artiom, its citizens and its ability to
govern cf1cctiveIy. Therefore. any proposal, material, services offered by Sponsor during any,
Special Event that compromises the public's perception of the CiLy 's neutrahty, or its ability to act
in the public Interest will be re.jected by the; City at its sole discretion.
4.3' City's Recognition of Sponsor — General Guidefin". This Agreement and (lie
sponsorship benefits provided by the City' hereunder shaH not be construed or interpreted as tile
City's endorsement of Sponsor's OrgrHWLM'011, products or- services. The City will not make any,
statements that directly or indirectly advocate or endorse a Sponsor's orgarri,/atlon. products, or
services. Materials or communications. including, hart 1101 limited to, pHnl, video. internet.
LIS t-1
broadcast. or display items de\ ClOped to PI'Ornote or communicate file S1101IS01-Ship , in(I the Cit-V's
name, marks. or- logo. MUSt have written approval from the Chy Manager or his/her designee, The
City- will neither seek nor accept sponsors that nlarlUfaCtUre products or take positions Inconsistent
witii local, state. or lederal WN (,g �vjtll (,'itY poljCiCS. j`rOSitiW1S. Or I-CSOlUtiOrIS.
Sponsorship Agrecirmil - I loniclown Harvest
(Jtv ol'Winter 5prunu,,,;,Adventllealth Orlando
Page 2 of I I
4.4 Wher Public Forum Areas. The panics ackmWaWe and agree that during
speckl events held by the C% on Chy owiied or leased property. Some portions ol'City owned or
Rawd pnTcn) such as roads. sidewalks and paits, may be considered a traditional, In -sited or
deignmed pubFic fORIM under lavv% For these areas. the parties acknowledge that the general
public nmy have certain levels of Fkst Amienchnent rights to express thcrnselves Neely widin the
paranicters of the US. and I'lodda AnsdWtOns, The Cky intends to preserve its rights and
discretion U) exercisc control over these areas to promote an orderly special event and public safety.
but the Cjq&s control over and acceptance of First Ainenbuml a0hAbs may be limited and will
be gmvmed by constitutional principles of law. Ile City does :H)l pmvWe any enchrsernents.
gummums or cornmArnenN of any, kind to Sponsor regardiny any o-r these First Amendment
activitics should they, occur during as Special Event cvNi I said activities interfere, c0nHWL or
hn"dc the sMmsmsht bowfits pmnided to Sponsor under this Agreement,
4.5 Conl1icts. Sponsor, and their employeesagents, coiAractors and representatives.
shall not 1), or ornh to do. anphing which may: (a) brim-, the Special Event or the City and its
officials into cli-srepute: (b) disparage the Speck! Event or the C!, and its officials: (C) darnage
gooc[NN ill associated vvkh the Special Event: or (d) he otherwise Prt�jL,KhCial 10 the image and/or
repuradon of the Speck! Kent or Chy and its ofl`iciak,
5.0 SIminsorship Payment. For Me spwwordhp betiel'its provided by the City hereunder,
Sponsor shall pay Be (My an amount equal to One Thomand and Five Hundred Dollars and
UDRUD DoHan (SWOMOW. Said sponsorship amcnmt shAl he paid by check nmde payable to Be
City of'Winter Springs on or before October 2, 2019,
Ile sponsorship payment mcluked by this Parapaph is related to the sponsorship benefits
provided solely Cor the Event described K Paragraph 6A ofthis Agreement and does nor extend to
an), other special evens or promotional activities. Once payrivent is made to the City. the payment
is non-refundable except for termination or we Event or As Agreement by the 0q pumuani to
Para8raph 2.2 ofthis Agreement.
60 Special Event 11is Agreement shall be solely for the Following C"'ily, special event:
"Hometown flarim" (annual FAI event held at the Minter Springs Town Center) to be held on
November 2. 2019 from 51(: ym. until 910p,ni.
Ibc Cky rescues Be right to schedule and conduct the aforementioned Special F`,vcn1 in
its sole and absolde AcroWn. If N beamnes necessary u) pcotpone the Event due to inclement
"Wher or Am- conditions beyond the Chy's COMML the City may reschedule the l."Vent for
another We and date. In such case, the Sponsor shall be entitled to the spmsms1Ap benents
provided hereunder during the rescheduled Event,
V) Terms and Conditions of Sponsomhip 1kneRts PnwkWd by the City. 5 considamion
of Sponvor's sponsorship oCthe Event- Sponsor will receive be Ulowing sponsorship benefits
unless Sponsor is in default Ofanj ofte turns and conditions ofthis Agreement:
I .)j)onm)rship Agrccincnt - Hoinc(mvn lfancsr
City of Wintci Sp iiigs'A(hcntl fealfli Oilando
Pqe 3 o"I
T I lnduM;y exclusivity Maling to the Event. Sponsor is herchy deenicd an spmisor
ofd-ie F� cnt and shall enjoy industry exclusivity as to sponsorship ofand participation in the Event.
I% puqxnes orthis Agreement- Sponsor's industry , exclusivity shall he I&Qed My to heaWre
provider services, NVhiCh relates to and includes hospitals. other crnergeny W&A cwt pwvklen,
and physician group. Ile City W nM allow an), oilier per mm or company whhM said hulumi-y
to sponsor or participate in the Event during the tern-i ofthis A.—preernent.
M Space 15or tent/booth provided during Event. The City will provide to Sponsor
as I TWA by I Mum 0 0' x I W) space near the ha;TWe area for the placement ofa City apprcnod
tentImAh. tables. and MY in which SpwNw- may lwomolc its cornpany: and conduct advertising.
disscinimalion of iriRwi-imidon. and other CItymppixed bmAh related activiiiec The City' will
provide one I O-Not by I 0-toot tent cmw table. and chads Ar use by Sponsor, Sponsor steal l break-.
do"n and clean -tale the tenthwdi space and rern(wc A offiponsor*s matcHalk garbage. artel other
debris. and return to die City any City tents, tables arki chairs, \whlnrl OVO hOLn-S of the EvenCs
conclusion,
7.3 Electricity for tent/booth. Ile City "ill provicle eNcOcA servicz in an amowit
to 1-w detern-iined as appropriate by the CRy. Ave use by Sponsor within its provided tent/hooth
space during the New.
7.4 Inclusion of Sponsor in City promotions of be New. if provided by Spmmw
he Chy wHlindUdc the Sponsor's cornpany logo or cmnpany narne on City pmnuMomd matcHals
Or the Event which the City donerns aplo"priate Or conqxu* logos and nanies. Placement on such
pre motional materials is hmited to an approved company logo or nanw, and may be inducled on
the City "whho Acchmik 1xige. ne%dencr, flyers and other social rnedia outlets utilized by the
City. Ile SponsoCs hgo rnua be thiely provided by Qmsor to We City. in advance ofthe City's
InklWori or the prouRgional inateHals. and the logo is sub�cct to the Cny"s approval. The
sponsor's logo shall he pnwWcd in electronic Rwrn. Chan.,.,es in the Sponsor's logo after
pror-nolional materials have been produced "ill not be displayed by the City unless the City,
dcterniinesa in its discretion. that the Sponsor's OW) can be included "Admut any Posture; publication
Mays and financial costs to the City.
7.5 Exclusive Qponunhy Ar Promotional Business Advertising on banners
located on hayride traikrs. Sponsor shall exclusively have the Opportunity tan IN-01110te its
business by locating bwmers on he hagicle Was ckwing dw Kent.
7.6 Promotional advertiMug announcements frown the mainstage. Intermittently
knagNmi the Wnt, the City MH provide pwWoml Mnking ammuncerneras on b6takof
Sponsor. such arlaCot.tttcacwrncrnts nuiv be ether live or recorded, at the C'nN's discretion. Sponsor
hall pnwWe the desired vcd&ge Ave SIM antwumvMents to die Chy at least thirty (3(0 clays in
acivance or the Event so that the City has mrtoe We to corwdixime the announcentents into the
Cily's props rn for the lhvnL Sponwi`s prqwswl amwunmriwiv is subject U) apprt"A by the
City and nary be rejected at the City's discretion.
7.7 VIP parking passes. FA each E% ent the (Ty " ill pwvde Slomnar whir six (6)
UP parking passes for six vehicles, "Alch mill he subject to the (-ity's parking, requirernents for
SymmsNpAgmerg mA WineWwAhiRssi
Uily of%Vinter �'prings.,,Adventf-ieahh Orlando
Qe4ofll
the Event. The paddng paSWS are ium-transferable and nuist he used by 1yumsor and W conVany
staff.
7.8 llospilality, passes. l or each lKern. the City "ill pi-ovicle Sponsor will Q (6)
hospitahty passes Rw entrance by six persons to the hospitahty tent wherein food and beverages
will be prodded. The hospitality passes are non-transficrable and mug be used by Spwronwd As
company MY.
7.9 Uceine and Liage. Sponsor hereby grants the Cny: W) a limited, non-cNclusive
license, to use the Sponsor's name and logo for purposes of conu-nunkating Be Sponsor's
contribution toward the sponsored evert. The Chy may use the Spunsor's narnc or logo in
niarketing, efforts onlinc. in print, on prornotional items. and it advertising, and signa, , in
ge.
accordance with the sponsorship bcnchis: and (b) perrLd"On to use Sponsor's tepreserriatives,
signage and ads In phtas or ALM Rw At, Chy'R fmamothm on sponsorships.
IF Ar any reason. Be Chy is unable to deliv-er a", of the spmsorWip bawfits outlined in
this Panqyr� aph. the (Ty will inform the Sp msor as mmit EB restmmably pacticahic. The City, may
Substitute alternative benefits of an equivalell value. I'Miermore, We City reserves the right to
smpand andWr vN,ithhold any and all ofdw sponsorship benefits if Sponsor is in default Orally Of
the terms and conditions set forth in this Ai-n-cement.
9.0 Entire AgremnenL Ilk Agreeinent represents the entire; ad integlawd Agreement
between the panics and supersedes all prior rtqodations, representations. or Agreements. either
oral or written. aird all such rruitters shall be deerned niaged into this Agreenwrlit.
91) Sovereign Immunity. Ile Chy hnerids to avail itself ofthe benefits of Section 768.28.
I'lorida StflUtCS and any other statutes and common laN,\, governing, sovereign inlnlUllitV to the
fullest emern; possible. Neither His provision not- all), other provision of this Agreement shall be
construed as as waiver of le City's right to suvuvign irnmunhy under SO% 76M I'Ma
SwtMe, or odwr [imhatOns irrilmsed on the Chys potential liability Linder state or federal
Inv. Sponsor agrees that City Shall 1101 be HZIbIC Under this Agreement An punitive damages or
ii-rWirst for the pedod beforejudgnwnL
or portion thereof to any, one person for over two hundred Mond Wdlars (WAVOWYMP, or any
clairri or judgment, or portion thereof. which, when totaled vN All all other claims 01•jUdgrnents paid
by the State or As ugencies and subdivisions arising out OftllC 'q1LuC ir)CidClu Or OCCUrrenCC.. exceeds
three hundred thousand doHars ($30100010Y Nolhin,,,, in this Agreenient is intended to inurc to
the heriefit of any third party for the purpose or allowing any clairn which would otherr\ ise be
barred under the Axtrine of sovereign irnrnunty or by operation cq Im" This paragraph dull
survive termination ofthis Agreement.
I WO General LiabiHty Insuranco Ile City requires event sponsors to aiaintain general
liability insurance, As SUCIL An SYMSM4 SI)OVI-Sorship, participation in the Ivent, and
performance under this Agrect-vent, Symsor shall purchase land maintain, at its mN n expense. SUCh
oencral liability insurance to cover chihns for damages binumse of bmlik injury or death or arly
g
person or property darnage ,wising in any IAOY OW Of We SNMSMAIV parActation in Be Evult,
and perl%nanCe Linder this Agneirion includby St rum hinited to. Spc"isor's reccifil ,,in(] exercise
Spoiisorship Agieemeiil — flometmkr Harvest
City of'Winter Spriq,,,s'Ad\entHe,,t1lh Orlando
Page 5 of I I
of any and all spornomhy benelk received under this Agmcane nt. 'I lie insurance shall have
mminILUT] limits 0f'CMCMgU Of V M(WtOTOD per occuncricc curnbined single firnit for bodHy
jogNQ. porsm, AaH furnish an inSUI3nCe certificateipp
naming Me City as additional an Wsumd Rw purposes offfic rC(jWred g"cra9 halily irismanne to
include the expiration data of smh coverage. Sponsor shall be solely responsible to pay the
deduchble. if a, relating to any clArn made against the insurance coverages provided under As
Agmnnmn, If We City has any abjection to the coverage afforded by or ober provision of die
insurance required to he purchased and mainuairwd by Spirrmw in accordance vdth Wis paragraph
on We Imsis of A not complying "idi the AgreernerrL the (,ity shall notify, Sponsor in \kii6rrg
thereofwithin dAny (30) days ofthc date 0i'delivery C&SUCII ccrtifrcate, to the City. Sponsor shall
c(nninuously inaintahi such insurance in the amount. type, and quahty as required by this
paragraph Irring the term of this Agreement.
I l.O Indernnificabion nnd lhdd JUrmhew For Spmrsor's sp onsorship. participation in the
Everrt, and ped1winance "nder this Agreernent. SjNmisor agrees to the Adlew extent parnAted by
law. to indvmnifand hold hannIess the City and its employees. officers. and ii1torneys frorn and
against all claims, lones. Wages- personal injuries MUNg hLfl 1101 hrnitCd 10 death). or
liability (Wducling reammable attorney's Wesy sktkh dku, 0 or iridkmd) allws out of, or resents
11,urn any act or. Wwv to act of Sponsor or any jwrm)T1 a.Unhori/.ed by, Sponsor related in any way
%tatsoever to Sponsor's sponsorship, participation in the Event. and perfornmnCC Under this
Agmemem,
The indemnification provided above shall oblywe Sponsor to deflund at its cmui expame
or to pwvide for such defense. at the oNkm of Me C4, as Owe case nray he. of wy"nd W! Oaks
and fiandity and A suits and wions of evei; name: arrncl description that may be bR.)U,(-',ht against
the Cly or its employees, ofFicurs, and artonwys "hich nw, allse or result Porn this Agrecnicnt,
In all events the (:11 shall be pemAted to Xwsc legal counsel of its sole choice, [lie fces for
"Wh MuH he rugmaWe and sub ' Q to and inducled with this indsvnificsion pnnWcd hcrk-l.
Ibis wmH tion Asurvive tenvirradon of this Agrcenient,
110 Non-Liabilit, of City Officials and Employees. No City elected or appointed City
official or employee shall be personally liable to Sponsor, or any successor in imerest, in the event
of as Default or breach by the City of any twai or condhion of this Agycernem. Sporrscw hereby
wAves and rekaws any clairii SpmsN- may have against such Q) of0cials (w employees with
respect 10 any, defiauh or breach by the City.
13M 1"andard (PC (,are. In exacishg its spwrmuWAp berienN, pw0cipwion in be Lwas and
IM-forrnalICC under IS Agreement. Sponsor will use that degree of cam and skHl ordinarily
exercised. Under sitrular circUnIstances, by repumble nwrnbm, of is pa-olysion Inadicing in the
same or sWANr locality. Sponsor sharp take reaminable precautions w protect the puNic and
property frorn any safety 1187ards directly or indirecdy I-CSU1611,21 froru its participation in die Fvern.
140 Sponsor's Signatory. The Mdelligned person extinaing this Agreement on behalf of
Sfmnsor hereby, represents and wanmis that he hug to WH authority to An said Agreement for
QmBor and to fully bind Sponsor to the terms, and conditions set forth hi this Agreement,
Spons,mhip Agreement I lometot N ii l lai \ est
Ot� of \,ViWer Orbido
I'age 6 of I I
15,0 General lNliseellaneous WoKions. the folkm in,-, peneral nhSCeHane0US 111-OViSiOnS ShaH
apply m this Agreerne-rat:
W NowBusiness Day. In the evertt that any period of tinic. as set forth in this
Agreernent, expires or my date herein occurs on a Saturday. Sunday. NOW, or caher non-Nisiness
dy% ten nwh date WH ammmically extend to 51M p-nY on the next subsequent business day.
excluding, the (Jay the Rent WH be hold pummml to this Agreern"t.
15.2 No Assignmewt. This Agreement shAl not be Wgyned or transferred unless prior
written consent is granted by the City Manager.
15.3 Further Assurances. h-orn and aher W, execution ofthis Agreenwnt. each ofthe
parties hereto S11,11I fiffly cooperate Wh each other and lierform any further actfo, execute and
deliver any further (10CL"nents that inay be necessary or desirable in order to carry ma die putposes
and intentions ofthis Agreement.
15.4 Qgal llq)resentation. the parries acknowledge that Amhoi, A, Garganese.
Esquic and Gaganese, Weiss, DApvsta, &, SaInnan, P.k, and rather arbor therein, have
acted as counsel for the Chy in cmawchon Nkh this Agreernme and the transactions coincl-riplated
herein- and have not given legal advice to any party hereto other Man the (Q%
15.5 Severability. If a word, sentence, or paragraph herein shall he declared illegal,
uneril'brceahle. or unconm4uthnaL the saki mgd, sentence, or paragraph shall be severed Wn
this Agreen-rent. and this Agreenrent W be rem! as if said illegal, tinenflorceable, or
unconstitutional ��cn& sentence, or paizpapli Ad nm exist.
116 Governing law and Venus This Agmmnerit WH be govenwd by he lazes ort-he
State of Fhrd& Ventre ofaH disputes Mull be pRqxdy placed in Seminole Wmly. Hodds The
parties agree that the Agreeinent was amsutnmawd in Sankok County, and the she of he Went
is Sernkok (Tounty. If any dispute concerning this Agreerneni arises Under 1'edenfl law, the VCnLIQ
"Al be Ckhridn FkWidy Any oQQWns topwidk4mi and VCnUC are expressly waived.
15.7 Attorney's Fees. In the event any Rig-ation or controversy arises out of or in
connection vvit the parties hereto, each party Ad I bear lei o" n costs and attorney's ties.
15.8 Nion-Waiver. Q delay Or failure by Ater party to exercise any rizght under this
Agremnertt and no partial or single exercise of that right. shall constitute as waker of that or any,
other right, unless cqher\vise expressly, piuvided herein.
15.9 Notices. Any notice. mquest, instruction, or other docurrient (o be deer as jxirt of
this Agreernmu WWI be in \whing and shall be deemed given under the follov�iirj,,, circumstances:
\Ocn delivered in pemmy or three (3) bushiess, days after being deposited hi the Wed States
Nlad. postage prepared. certified or rqistered; or the next business day after being deposited "Hi
a recognized overnyM r-nail or COLWer ddivery service; or "ten transn'litted by fiacsirnilc or
telecopytransmission, with receipt acknowledged upon transnission: air(] addressed as Collovvs (or
City of W i ni Cr S p i I (IV C [It B I C a I I h Or I a I I da
Page 7 of I I
to such other Person or at such other addresso, of which any party hereto shall ha),,e (,,6velj wrillen
mAke as prodded herein}:
11) T1 W (AT Y: Q3 Nlanagcr
CON of Winter Springs
1 126 EaM SIC 434
Winter :Springs. 11. 327052799
(407) 3275957 (Phone)
(407) 3270686 (Fax)
'10 SKYNSOR:
Ms. Niargarut Cicider
Marketing Manager
200 N. kikeniont Ave.
Wimer Parlo 11. 32792
40164&7959
FMAI: fy p-c
15.10 (A)unterpart, Ws ARmonsm nay he eNecuwd in any nwnkr of smulwqmms,
each of when so execrated and ddWvrc& shall be o6yinaL but such counterparts shall
(c),(-effier constitute but one and the same illStRIMMI.
15I I Public Record.
111 K L Florida-,jjbjjjjQNxwdQq; Sp(min)r agrees to comply ;vAh the
Fbddds Public Records /let Under Cliviper 119, Florida StatUleS, as and to
the extent applicable. specifically to:
15JLL I. Deep aml main ah public records ordinarily and necessarily
required by the Chy in perfonn the services behg pnwkkd ly the,
Sponsor for the Cit.
III LIA. Ljon request from, Chy's custodian of'public records. provide Chy
Wh a copy ref the requested records or allm\ the records to be inspected
orcopled "thin a reasonable tinge at a cost On Tres not exceed We cost
provided in ads chapter or as oater"ise provided by laxN, unless swil
records are nLn WhiM 10 inspection in accordance v�itll Me Ftorida's
PLOAR Records Act UndCl' (1-taptcr I 19, Fiorida SmUICS,
It 1 L 13. Emwv Am Me public records Out me exempt or con fiderviial and
exempt hymi puhHc reunds chm0smv retWhemags am m disclosed
except as aUthudzed by law,
III IAA, Nbet all requirements for retaining, imb5c records and transIrto the
(10. at 110 COSL afl I)LIbliC records in po"ess I RM of tile Sponsor Upon
Sponsorship Agreement I lomcrown Hai�cst
Cit�f of WinrQr springs'Advend �eahh Orlando
foge s r i i
torminmion of the Agreemp, and dcstwy any duoicate puNk mc(wds
that are ewnipt or confideritial and exempt Kni pt0dic records
Asclosure requh-cinents. If the Sponsor keeps and maintains public
records upoti compiketion of the contract- the Sponsor shall incost all
applica zl�71
ble reqUiremems Rw radnin public records. All records stored
ekcvon&aHv must he provided to the pul-dic agency. uport request front
the public agency's cusLodian of public records, in to lorrmit dim is
cornpatibic with the information technology systems of the pulblic
LT WX y,
15.1 K I A. ?,lot"Uhmand-ing anydAng in this Agivemou or Be FhmWa public
Records Act to the comrary. the City ,kill provide the Sponsor %�ith
reasonably prompt "Wen notice (and a copy of' the public records
request) H' the City receives a pUbfic reC01-dS t-CCILicst related to any
Symsm wund in the My's IN)sscsshmh custody or control including,
without limhation. ads Agreenimit.
i F, 'm Ei sfusisoFt ins (? i i ii syr i () iq s nummow f wE
APPLICATION 01" CH-APTER I I in FLORIDA STATUTES. TOTHE
SPONSOR'S DUTY TO PROVIDE PUBLIC ]�ECORDS RELAIING
'ro nns covN-FRACT, CON"FACT'HIF CUSIDDIAN OF PUBLIC
R17CORDS TH E CITY CJLEAIFQ AT (407) 327-59551
i,, W I NT[,, R S 1) R I N (-J 1126
EASTSTATE ROAD 434, FLDRIDA 32708.
III KIA. This Scohn W k! AM swMetennhathm WAsAgwernent.
1111j. 1jade Secret -- Public Records Act Exempikii.
I V I W. -1 We Serra'" includes non-pLIMiC information of a party to this
Agreement which Be Cly is not required by the Florida Public Records
AM C%. I ON h1wida Statutes. to publicly disclose for inspection and
cM,hg as such non-public information constittfles a trade secret as
deflned in Section 812,081( 1 )(c). Florida Statutes. Tmde secret does
not include non public inGmunion Rx es Lich the Timnwr hdk U) Wke
measures to prevent it front becomOg available to persorts other tall
those selected by dw Symsot- to have access thereto Wr 10hed
purposes.,
5,11.2.2, Lach Party ackno" ledges that., during the I -Li -in of this Aggreeniefit.
tough unlikely. it (die wceiving party-) may re 6ve or be exposed to
infonindion that may be a We S"Yet ofthe other Party (the '-disclosing
party"). The dischshg party must wmsQcwmisV mark all Wdamdon
NNhich is a Trade Scent Nvith the \Nords 9 rade Secret"' upon all rmgcs of'
such WbrrnaHon at the time A disclosure w the other Party. F."'Ich Party
Sponsorship Agrecinew 9 ionietoo�,n Hatveo
(7iiti of Whim Sprin,,,,s'AcIvewHealfli Orhutdo
Pee 9 of I I
agrees that it WhrotaWng the Wrin (Wis Agreement and thereafter,
us'e directly or indircctly, for in own accoma or for the account of any
Wier person or enH, or disckme U) at, (Ger person or entity tarn' 'llade
Scuret. Sch hirty, shall t2kC Such j)1'VC,1LniOn5 Ntllarding the Trade
Seucts of he other Party as it imrrrtaiiy takes rcgardiriits oNvn Trade
Secrets. but R mill ncA exercise less than ordinary care retuardirlg sit , c 11
infoniladon. If a anTio arises howem this Agreement and the Wida
Public Recoids An Ch. 119. Florida Wanes. the. Florida Public
Records Net shall control. BLept that such KlYrnation may be
disclosed to the proper aud-lority should lk RecelOg Pann in good
faith, bcdjevc that a crinne A Ewirrg corrinibred.
111 L23. Nmwi-thuindWig arillhing ro the orntinD"onulined W (his Seoforl,
in the event the Recek,ing, Party is required To disclose ally I �, de Secret
'-a
of' the INSCIOSUng 1AWY PLWSUalH to a COM order or decree or in
con-irOiance "Idi the miles and regulations of to jynTrnmenwl agency or
in widi any law the Receiving 101; shall provide the
Dischsing Party with prompt noWce of an) required disclosure so that
We LAsekshrig Pomy relay stick an appropriate protective order or other
legal recourse WAor waWc die Ruckilig I'any's oNigation to comply
wAh Me provisions of this Section.
Ol 1.2A. The SpowsshAl inderimify andhold harnfless,tothe Inlest extent
provided by la"tile City and its eQcWd and non-eleved officids,
ernpioyces and agenB (collective dy -lWcmnMed Parlics-) againast all
losses, judgments, darriages. costs and expenses (inCiUding, wNjfljmlt
limitation. reasonable awncy4 lies, court costs ruid costs olVettleinent)
ml-lich result frorn or arise out orwe ch) i Ware to release inhwmation
identified by die Sponsor as as rrade Secrel and not subject to public
dkchsure pursuant u) as valid IWO records request. bUt VVIdCh is ruled
h. a COU11 Ol'ClAng)et('111 Jurisdiction a,-,, a public record.
TO WOW I I I L2 sliall smvNe iermhwdoti MAhis Apvcrrtmit.
15.12 Interpretation, Both the (.'A, and Spotisor have pw5coated in Me Whig it Al
parts of this Agreement- As a result. it is the hunt of the par ies that no qwdmi Milds Agreement
shall he interpreted nnwc furs1ily agairist ckher tW the pales as die dral1cr,
15.13 No JWul Venlum. Uhis Apreernem shall not N any may be dmnwd to create a
joha xvilave or principal-agNs reladvaht between SymmH and Ow (Iq
1514 No (11 Represcntations and Wari-anties, Success of Event. Sponsor agrees
and acknowledges that he Cly has made no reprcsemmicvns and warrmitics regwding We Ket,
Sponsor aggrecs and admowledgm We Chy has in nn "ay L"Ll2ranteed that the Event wiH be
successful by any person's standard and beHef of success.
5ipollsorship Aijeemellt - Honielowl Harvest
Oty, of'Wiwei Sp-itigs,/AdentHealth Orlamio
Pay 10 or 1 I
15J5 DkpuW Resolution. hi the event ofany dkpuw bet"em We Parties arisivig Out of
this Agreement, the (Ty and Sponsor shall USC g(KA fnth [0 I)I-011111dy NSOIVC OlCir- diSpLflCS
HmicaNy. M She event thuy are unsuccessIL the Chy, and Sponsor agree n(A to commence
Hygadon until anerrophng to resolve their dispute through mediation, Each part� will equally, split
we com ormewmiom.
IN NNITNESS WHEREOF, dw pwlks haeto We executed this Agreement mi the day
and yar written above.
CTIT OF WINTERSPRINGS,
FIA)RIDA "----N
11y:__U
Shawn Bo
Im
ty Manager
ADVENTHEALTH ORLANDO
By;
Namt/ttle
(Pleas Or
Sponmishli AtVeenwnt - Homewn I Imem
City nt'\Viw& Springs)'Adventl lealth Codamk)
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