HomeMy WebLinkAboutAmerican Air & Heat, INC. Sponsorship Agreement July 4th 2021 06 10 SPONSORSHIP AGREEMENT
THIS SPONSORSHIP AGREEMENT("Agreement'):is-made and entered into as of the
Cd day of 2021 by:and between the CITY OF WINTER SPRINGS,a Florida
Municipal Corporation, '("City") located at 1126 East:State Road 434, Winter Springs, Florida
32708, and American Air & Heat, Inc:,. a Florida for Profit Corporation, (`.`.Sponsor"), whose
principal address is 502 S.Econ Circle, Oviedo,Florida 32765.
WITNESSETH
WHEREAS, the City holds certain .annual events, inclusive of the "Celebration of
Freedom" (July 4th event) (the "Event" or"Special Event'),.for the benefit and.enjoyment of its
citizens; and
WHEREAS, Sponsor:desires to contribute to the City as a sponsor of the 2021 Event as
furtheudetailed herein; and
VVHEREAS, in consideration of Sponsor's contribution, the City: desires to-provide the
Sponsor with the sponsorship.benefits that correspond with the level and contribution made:by the
Sponsor as more specifically set forth herein.
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 Term; Termination.
2:1 Term. The term of this Agreement shall commence upowthe Effective Date and
terminate when the parties have completed their respective obligations under this Agreement.
2.2 Termination by City. By written notice to Sponsor,the City shall have:the right
to cancel the Event and this. Agreement at any a time, without penalty. If this Agreement is
terminated or the Event cancelled by the City;the City.will refund the entirety of the sponsorship
payment provided:to the City, unless.this Agreement is.terminated or the Event cancelled by the
City due to acts of God;inclement weather; fire;flood;windstorm;explosion;riot;war; sabotage;
strikes(except involving Sponsor's labor force);.court injunction or order; federal:and/or state law
or regulation;:order by any regulatory agency;or cause or causes beyond the reasonable control of
the City, in which case the City will prorate a refund of any unused sponsorship.payment paid by
Sponsor pursuant to'Paragraph 5.0 of this Agreement.
3.0 Effective Date. The Effective Date shall be the.date on which:thei 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.
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City of Winter Springs/American Air&Heat,Inc.
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4.0 General Provisions:
4.1 General Scope and:Context of a Sponsorship. The parties acknowledge and
agree:that the City solicits sponsors and advertisers for City sponsored special events who provide
services and/or products to residents of the community and:whose product,message or.service is
consistent with the mission and values of the City. Additionally, the City welcomes sponsorship
and advertising opportunities that enhance the City's ability to deliver an additional source of
financial, in-kind and technical assistance for programs, events,projects and sites from both non-
profit and for-profit entities and individuals.The City maintains:its.sponsorship program as a non-
public forum and exercises.sole discretion over who is.eligible to become a sponsor.and the level
and kind of benefits provided to sponsors according.to the best interests of the City and the special
events that will be scheduled and conducted by the City.
4.2 Permissible Sponsors and Message Content. The parties acknowledge:and agree
that the areas of City owned.or leased.property,or portions thereof,that are designated'by the City
for sponsorship opportunities and certain event activities are maintained as a non-public forum.
The City intends to preserve its rights and discretion;to exercise full editorial control over the
placement, content, appearance, and wording of sponsorship-affiliations and messages. The City
may make:distinctions on the appropriateness of sponsors based on the subject matter of-a potential
sponsorship:recognition message or advertisement and reserves the-right to revise, reject.or omit
content. However, the City 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 and
judgement,will not accept:sponsorships from any company,person or organization that is engaged
in any. :-of the 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 any form of profanity or obscenity,or promotion of sexually
oriented products, activities,.or.materials; (c) promotion of bigotry, _prejudice and/or hate; (d)
promotion of the sale or use of firearms, explosives, or other weapons, or: glorification of violent
acts; .and (e) :promotion or depiction of illegal products, or glorification of illegal products,
activities,or materials.The.parties-recognize that the City's entering into a-Sponsorship Agreement
with Sponsor does not constitute an endorsement of the Sponsor or any other sponsor or any of
their services and products,but said Agreement does'imply an affiliation between'the City:and the
Sponsor. Such affiliation can affect the reputation of the City:among its citizens and its ability to
govern effectively. Therefore, any proposal, material, services offered by Sponsor during any.
Special Event that compromises the:public's perception of the City's neutrality or its ability to act
in the public interest will be:rejected by the City at its sole discretion.
4.3 City's Recognition of Sponsor—General Guidelines. This Agreement and the
sponsorship benefits provided by the City hereunder shalt not be construed or interpreted as the
City's endorsement-of Sponsor's organization, products or services. The City will not make any
statements that directly or indirectly advocate or endorse a Sponsor's organization,products, or
services. Materials or communications, including, .but not limited to, print, video, intereet,
broadcast,or display items developed to promote or communicate the sponsorship using the City's
name;marks,or logo,must have written approval from:the City:Manager-or his/her designee.The
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City of Winter Springs/American Air&Heat,Inc.
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City will neither seek nor accept.sponsors that manufacture products or take positions inconsistent
with local; state,or federal law or with City policies,positions, or resolutions:
4.4 Other Public Forum: Areas. The parties acknowledge and agree :that during
special events held by the:City on:City owned or leased property; some portions of City owned or
leased property such gas roads,:sidewalks and parks, may be.considered a traditional, limited or
designated'public forum under-law. For.these areas, the parties acknowledge that the general
public may,have certain levels of First Amendment rights to.expressthemselves freely-within the
parameters of the U.S. and Florida Constitutions. The:City intends to:preserve its rights and
discretion to exercise control over these areas to promote an ordeily:special event and public safety,
but the:City's control over..and acceptance of First Amendment-activities may be limited and will
be governed by constitutional principles of law. The City does not provide any endorsements,
guarantees or commitments of any kind to Sponsor regarding any-of these First Amendment
activities should they occur during a Special Event even if said activities interfere, conflict, or
impede the sponsorship benefits provided to Sponsor under this Agreement.
A 5 Conflicts-. Sponsor;and their employees; agents, contractors and representatives,
shall not do, or omit to dog anything:which may: (a)bring the Special Event or the City and its
officials into disrepute;:(b) disparage the Special:Event or the City and its officials; (c), damage
goodwill associated with the:Special Event; or (d) be otherwise prejudicial to the image and/or
reputation of the Special Event or City and its officials.
5.0 Sponsorship Payment. For the sponsorship:benefits provided by the City hereunder,
Sponsor shall pay-the City,an amount equal to Two Thousand and 00/100 Dollars-($2,000.00).
Said sponsorship amount:shall be paid by check made:payable to the City of Winter Springs:on or
before June 18,2021.
The sponsorship payment required by this Paragraph is related to the sponsorship benefits
provided solely for:the Event described in Paragraph 6.0 of this Agreement and does not extend to
any other special events or promotional activities. Once:payment is made to the City;the payment
is non-refundable except for termination of the Event or this Agreement by the City pursuant to
Paragraph 2.2 of this Agreement.
6.0 Special Event. This.Agreement-shall be solely:for the following City special event:
"Celebration of Freedom" (annual fall event to be held:at Central Winds Park, 1000 Central
Winds Drive,Winter Springs,FL 32708)to be held on July 4,2021 from 5:00p.m.until 9:30p.m.
The City:reserves.the'right to schedule and conduct the aforementioned Special Event in
its sole and absolute discretion. If it becomes necessary to postpone the Event due to inclement
weather or other conditions beyond the City's :control, the City may:reschedule the Event for
another time and date. In such case, the Sponsor shall be entitled to the sponsorship benefits
provided hereunder during the rescheduled Event.
7.0 Terms and Conditions of:Sponsorship Benefits:Provided by the City. In.consideration
of Sponsor's sponsorship of the Event, Sponsor will receive the following sponsorship benefits
unless Sponsor is in default of any of the terms and conditions of this Agreement:
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City of Winter Springs/American Air&Heat,Inc.
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7.1 Industry exclusivity relating to the Event. Sponsor is hereby deemed'a"Stars&
Stripes" sponsor of the Event and shall enjoy industry exclusivity as:to sponsorship of and
participation in the Event. For purposes of this Agreement, Sponsor's industry exclusivity shall
be limited solely to HVAC(heating,ventilation,and air conditioning)provider services. The City
will,not allow any other person.or company within.said industry to..officially:sponsor the Event
during the term of this Agreement.
7.2 Space for tent/booth provided during.Event.. The City will provide to Sponsor
a 10-foot by 10400t(10' x 10')space:for the:placemeni of a City approved:tent/booth,tables,and
chairs,.in which:.Sponsor:may promote its company and conduct advertising, dissemination of
information, and other City-approved booth related activities. The City will provide one 10-foot
by 10-foot tent, one table, and chairs for use by Sponsor. Sponsor shall break-down and clean-up
the tent/booth space and remove:all of:Sponsor's materials, garbage, and other debris, and return
to-the City:any City tents,tables and chairs,within two hours of the.Event's conclusion.
7:3 Electricity for tent/booth. The City will.provide electrical service, in an amount
to be determined as appropriate by:the City, for use'by Sponsor within its provided tent/booth
space during-the Event.
7.4 Inclusion of Sponsor in City promotions-of the Event. If provided by Sponsor,
the City willinclude the Sponsor's company logo or company name on City promotional materials
for the:Event which the City deems appropriate for company logos and names. Placement on:such
promotional materials is:limited to an approved company logo:or name, and maybe included on
the City website,Vacebook page,newsletter, emails,flyers and:other social media.outlets utilized
by the City. The Sponsor's logo must be.timely provided.by Sponsor to the City, in advance of
the.City's publication of the promotional materials.:and the logo is subject to:the City's approval.
The Sponsor's logo shall be-provided in electronic form. :Changes:in the Sponsor's logo after
promotional materials have been.produced:will not be:displayed by the City unless the City
determines,in its discretion,that the Sponsor's.:logo can be included without any future publication
delays and financial costs to the City.
7.5 Banner-Oppor.tunities for Promotional.Business:Advertising. Sponsor may
further promote its business by providing:three.(3):promotional business-related banners to the
City for placement during the Event at locations chosen at the sole discretion of the City..If Sponsor
desires that such banners be returned.to Sponsor following the Event, Sponsor is responsible for
the coordination and pickup from City staff:of such banners within one week of the Event.
7.6 Promotional advertising announcements:from the mainstage. Intermittently
throughout-the Event, the City will provide promotional advertising:announcements on behalf of
Sponsor. Such announcements.may be either live,or recorded, at the City's discretion. Sponsor
shall provide the desired verbiage for such announcements to the City at least thirty(30)days in
advance:of the Event so.:that the City has ample time:to coordinate the.announcements into the
City's program for the Event. Sponsor's proposed announcement is subject to approval by the
City and may be rejected:at the City's discretion.
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City of Winter Springs/American Air&Heat,Inc.
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7.7 VIP parking passes. For.each Event, the City will provide Sponsor with six (6)
VIP parking passes for six vehicles, which will.be subject to the City's parking requirements for
the Event. The parking passes are non-transferable and must be used by Sponsor and pits company
staff.
7.8 Hospitality passes. For: each Event, the City will provide Sponsor with six (6).
hospitality passes for-entrance by six persons to the hospitality tent wherein food and beverages
will be provided. The hospitality passes are non-transferable and must be used.by Sponsor and its
company staff.
7.9 License andUsage..Sponsor hereby grants the City: (a) a.limited, non-exclusive
license to use -the Sponsor's name and logo for purposes of communicating -the Sponsor's
contribution toward the sponsored event. The City may:use the Sponsor'sname or logo in
marketing efforts online, in print, on.promotional items, and in advertising and signage, in
accordance with the sponsorship benefits; and (b) permission to use Sponsor's representatives,
signage and ads:in photos or videos for the City's promotions on sponsorships.
If for any reason,.the City is unable-to deliver any of the:sponsorship benefits outlined in
this Paragraph,the City:will inform the Sponsor.as soon as:reasonably practicable.The City may
substitute alternative benefits:of an equivalent value. Furthermore,the City reserves the right to
suspend and/or withhold any and all of-the sponsorship benefits if Sponsor is in default of any of
the terms and conditions set forth in this Agreement.
8.0 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.
9.0 Sovereign Immunity. The City.intends to.avail itself of the benefits of Section 768.28,
Florida Statutes and any:other statutes and common law governing sovereign immunity to the
fullest extent possible. Neither this provision nor any,zther provision of 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. Sponsor agrees that City-shall not:be liable:under this Agreement for punitive damages or
interest for the period before judgment.. Further,City shall:not be liable for any claim or judgment,
or portion thereof,to any one person forover two hundred:thousand dollars($200,000.00);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
three hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to
the benefit of any third party for the purpose of:allowing any claim which would otherwise be
barred under the doctrine of sovereign immunity :or by operation of law. This paragraph shall
survive termination of this Agreement.
10.0 General Liability Insurance. The: City requires event sponsors to maintain general
liability insurance. As such, for Sponsor's sponsorship, participation in the Event, and
performance under this Agreement,Sponsor shall purchase and.maintain,:at its own expense,such
general liability insurance to cover claims for damages because of bodily injury or death of any
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City of Winter Springs/American Air&Heat,.Inc.
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person or property damage arising in any way out of the sponsorship,.participation in the Event,
and performance under this Agreement including;but not limited to,Sponsor's receipt and exercise
of any and all.sponsorship:benefits:received 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 liability. Sponsor shall furnish.an insurance certificate
naming the:City as additional an insured for purposes of the required general liability insurance to
include the expiration:-date of such coverage. Sponsor:shall be solely responsible to pay the
deductible, if any,relating to any claim made against the insurance coverages provided under 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'Sponsor:in accordance with:this paragraph
on the 'basis of its not complying with the Agreement,.the City. shall notify Sponsor in writing
thereof within thirty(30.)days of the date of delivery of such certificate to the City. Sponsor shall
continuously: maintain such insurance in the amount, type, and quality as required by this
paragraph.during the term of this Agreement.
11.0 Indemnification and Hold:Harmless..
11.1 For Sponsor's sponsorship,participation.in the Event, and:performance under:this
Agreement, Sponsor agrees to the fullest extent permitted by law,to indemnify and
hold harmless ahe:City and its employees, officers, and attorneys from and against
all claims, losses, damages,personal injuries (including but not limited to.death),
or liability(including reasonable attorney's fees),which directly or indirectly arises
out-of, or results from any actor failure:to act of:Sponsor or any person authorized
I
y Sponsor related-in any way:whatsoever to Sponsor's sponsorship,participation
in the Event,and performance under this Agreement.
The indemnification provided above shall:obligate Sponsor to defend at its own
expense or to provide for:such defense, at the option of the City, as the case may
be, of any and all claims and liability and all suits and actions of every name and
description that may:be brought against the City or its employees, officers, and
attorneys-which may.arise or result from this Agreement. In all events the City
shall be permitted to choose legal counsel of its sole choice,the fees for which shall
be reasonable-:and subject to and :included with this indemnification provided
herein. This section shall survive:termination of this Agreement.
11.2 Supplemental Addendum to.Agreement�Relating to Infectious Communicable
Diseases.: .n addition to the Indemnity and Hold_Harmless provisions as set forth in
Section 1.1.:1 Sponsor further,agrees, to the fullest extent permitted by law, to all
provisions of the Waiver of Liability. and Hold Harmless Agreement (Infectious
Communicable Diseases Including Covid-19)("Infectious Communicable Disease
Waiver") attached hereto as a Supplemental Addendum to the Agreement and
which is fully-incorporated herein by this reference.'Sponsor shall execute the
Infectious Communicable Disease Waiver along:with this Agreement.
12.0 Non-Liability of City Officials and:Employees: No City elected or appointed City
official or employee shall be personally liable to Sponsor,or any successor in interest, in the event
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City of Winter Springs/American Air&Heat,.Inc.
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of a Default or breach.by the City of any term or condition.of this Agreement. Sponsor hereby
waives and releases any claim Sponsor may have against such.City officials or employees with
respect to any default or breach bythe City.
13.0 Standard-of Care. In exercising its sponsorship benefits, participation in:the Event, and
performance under this Agreement, Sponsor will 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. Sponsor shall-take reasonable.precautions to protect the public and
property from any safety hazards directly or.indirectly resulting from its participation in the Event.
14.0 Sponsor's Signatory. The undersigned person executing this Agreement on behalf of
Sponsor hereby represents and warrants that he has the full authority to sign said Agreement for
Sponsor and to fully bind Sponsor to the terms and conditions set forth in this Agreement.
15.0 General Miscellaneous Provisions.The:following:general miscellaneous provisions shall
apply to this Agreement:
15.1 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, orpther non-business
day,:then such date shall automatically:'xiend to':5:00 p.m. on the next subsequent business day,
excluding the day the Event will be held.pursuant to this Agreement.
15.2 No Assignment. This Agreement shall:not be assigned or transferred:unless prior
written consent is granted by the City:Manager.
15.3 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 that maybe necessary or desirable in order to carry out the purposes
and intentions of this Agreement.
15.4 Legal Representation. The parties acknowledge that Anthony A. Garganese,
Esquire, and Garganese; Weiss,.D'Agresta, & Salzman, 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.
15.5 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.
15.6 Governing Law.and Venue. This Agreement shall be.governed.by the law of the
State of Florida. Venue of all disputes shall be properly placed in Seminole County,Florida. The
parties agree that-the Agreement was:consummated in Seminole:County, and the site of the 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.
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City of Winter Springs/American Air&Heat,Inc.
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153 Attorney's Fees. In the event any litigation or controversy arises out of or in
connection with the parties hereto, each party shall bear their own costs and attorney's fees.
15.8 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.
15.9 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 addresses,of which any party hereto shall have given written
notice as provided herein):
TO THE.CITY: City Manager
City-of Winter Springs
1126:East S.R.434
Winter Springs, FL 32708-2799
(407)327-5957(Phone)
(407)327-6686(Fax)
TO SPONSOR: Ryan Burlinghaus
502 S. Econ Circle
Oviedo,Florida 32765
Email: r an.b( mericanairandheat.com
15.10 Counterparts. This Agreement maybe 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.
15.11 Public Record. It is, hereby specifically agreed that any record, document,
computerized information and program, audio or video tape; photograph, or other writing of
Sponsor related,:directly or,indirectly,to this Agreement, maybe deemed to be a Public Record
whether in the:possession or control of the City or Sponsor. Said record,document,computerized
information and program, audio or video tape,photograph; or other writing of Sponsor is subject
to the provisions of Chapter 1.19., Florida Statutes, and may:not be destroyed without the specific
written approval of the City. Upon request by the City, Sponsor 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 xeasonable times during the normal business
hours of Sponsor be open and freely exhibited to the-City for the purpose of examination and/or
audit.
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15.12. Interpretation. Both the City and Sponsor 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.
15.13 No Joint'Venture. This Agreement shall not in-any way be deemed to create a
joint ventureor principal-agent relationship between Sponsor.and the City.
15,14 No City Representations and Warranties;:Success of Event. Sponsor agrees
and acknowledges that the City has made no representations and warranties:regarding the Event.
Sponsor:agrees: and acknowledges the City has in no way guaranteed that the iEvent will:be
successful by any.person's standard.and belief of success.
15.15 Dispute Resolution. In the event of any dispute between the parties arising out of
this.Agreement, the City and Sponsor shall use.good faith:to promptly resolve their disputes
amicably. In the event they. are unsuccessful, :the City and Sponsor agree not to commence
litigation until attempting.to resolve:their dispute through mediation. Each party will.equally split
the cost of mediation.
15.16 Amendment of Agreement. Modifications or changes in this Agreement must be
in writing:and executed by the:parties bound to this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year written above.
CITY OF WINTER SPRINGS,:FLORIDA AMERICAN AIR&HEAT,INC.,
a Florida for Profit Corporation,
B ..
Shawn Boyle,City Manager
Name/Title: ka4atl Aqootr -G
iz (Please print)
Date: Date: 6//d /
Sponsorship Agreement—Celebration of Freedom 2021
City of Winter Springs/American Air&Heat,Inc.
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SUPPLEMENTAL ADDENDUM TO AGREEMENT
WAIVER OF LIABILITY AND HOLD HARMLESS AGREEMENT
INFECTIOUS COMMUNICABLE DISEASES INCLUDING COVID-19
Asia condition of the use of any CITY OF WINTER SPRINGS("CITY")Facilities and/or Property:(collectively referred to as the"Facilities")
and in consideration of being allowed to use the Facilities and paiicipate in programs,events and activities conducted by Sponsor(collectively
referred to as"Activities")thereon of any kind whatsoever,I,as the Applicant and Sponsor("Sponsor"},-on behalf of the Sponsor;and any officers,
employees, agents; contractors; and guests:under their:supervision:and control:or for whom Sponsor has the capacity to contract; hereby
acknowledge and agree to the following:
1. The Sponsor understands that use of the Facilities includes possible exposure to illness from infectious communicable diseases including;but not
limited to MRSA,influenza,and.the novel.corornavirus C'COVID-19".).. Sponsor understands the hazards of-infectious communicable diseases
such as COVID-19 and is familiar with the Centers for Disease Control and Prevention('CDC'J guidelines regarding COVID-19. Sponsor
acknowledges and understands in particular that the circumstances regarding COVID-19 are changing from day to:day and that;accordingly,the
'CDC guidelines are regularly modified and updated,.and Sponsor:accepts frill responsibility.for familiarizing itself-with the most:recent updates
about COVID-19 and any other infectious communicable disease. Sponsor-further recognizes and assumes the risk that while the City has
implemented sanitation procedures for its Facilities,infectious communicable diseases and COVID-19 in particular may remain on surfaces for
days,.sanitation procedures do not guarantee in anyway such disease is not present,and other individuals present within or upon the Facilities may
be COVW+or infected with some other infectious commmunicable disease and Sponsor accepts the inherent risks associated therewith:by entering
the Facilities or engaging in the Activities.
2. Notwithstanding the risks associated with infectious communicable diseases,including but not lin ited to those specifically set forth herein,which
Sponsor readily acknowledges,it hereby willingly'chose to be in or on the Facilities and participate in:Activities. Sponsor shalt also provide its
officers,employees,agents,contractors,and guests such health advisories.it deems appropriate to maintain safety,in its sole responsibility and
discretion,regarding communicable-diseases and COVID-19 related to participating in the Activities at the Facilities,and Sponsor shall further
take such health and safety precautions that Sponsor deems appropriate,in its:sole responsibility and discretion,to ensure the health and safety of
itself,and:its officers;employees,agents,contractors,and guests who will be present at the Facilities and participate in Activities.
3. Sponsor acknowledges and fully assumes:the risk of illness or death related to all`lands of infectious communicable diseases including,:but not
limited to,COVID-19 arising from Sponsor conducting the Activities at the Facilities and hereby RELEASE,WAIVE,DISCHARGE,AND
COVENANT NOT TO SUE(on behalf of itself,and any:officers,employees,agents,contractors,.and guests:under their supervision.and control
or for whom Sponsor has the capacity to contract to,the extent legally possible,on behalf of any others with whom Sponsor may come into contact
and allege that they became ill or contracted any infectious communicable disease including,.but not.limited to,COVID-19 due:to Sponsor's and
any of its officer's,employee's,agent's,contractor's,and guest's presence:inor on the Facilities and/or.participation in the Activities),the CITY
and the City's elected officials,officers,attomeys;.directors,employees,professional staff,agents,employees and assigns(the"RELEASEES')
from any liability related'to any and-all infectious communicable diseases including,but not lirnited to COVID-19 which might occur as a result
of Sponsor conducting the Activities at the-Facilities.
4. Sponsor:shall hold harmless the RELEASEES:from and against any and all claims;demands,suits,judgments.,losses or expenses of any nature
whatsoever(including,without limitation,attorneys'fees,costs and'disbursements,.whether of in.house or outside counsel.and whether.or not an
action is brought,on appeal or otherwise),arising from or out of or relating to,directly or indirectly,the infection of any and all communicable
diseases including,but not limited to;COVID-19 or any other illness,property damage;injury or death alleged to have occurred on or in the
Facilities or arising out of the Activities.
5. It is Sponsor's express intent that this Waiver and Hold Hamnless.Agreerneht shall bind any assigns and.representatives,and shall be deemed as a
RELEASE,WAIVER,DISCHARGE,AND COVENANT NOT TO SUE the above-named RELEASEES.This:Agreement and the provisions
contained herein shall be construed;interpreted and controlled according to the laws.of the State.of Florida and Venue related to any legal action
related to the subject matter contained in this Agreement shall be Seminole County, Florida. SPONSOR HEREBY KNOWINGLY AND
VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL OF ANY:DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT.
SPONSOR ACKNOWLEDGES:THAT THIS WAIVER WAS EXPRESSLY NEGOTIATED AND IS A MATERIAL INDUCEMENT'TO THE
AUTHORIZATION GRANTED BY CITY TO BE ON OR IN THE FACILITIES AND PARTICIPATE IN THE ACTIVITIES.
IN.SIGNING THIS AGREEMENT;SPONSOR ACKNOWLEDGES AND REPRESENTS THAT:Sponsor has read the foregoing Wavier of
Liability and Hold Harmless Agreement;understands it and signed it voluntarily as Sponsor's own free act and deed;no oral:representations,
statements;or inducements,apart from the foregoing written agreement,have been made;the undersigned is at Ieast eighteen(18)years of age
and fully competent and authorized to contractually bind the Sponsor;and the undersigned executes this Agreement for full,adequate and complete
consideration fully:intending to bind the Sponsor to the terms and conditions of this Agreement:Sponsor further represents this waiver.and hold
harmless is not in lieu ot;but rather in addition to,any other waiver,hold harmless;release or:indemnification set forth in the City's Facility Use
Application and Agreement and the CITY's.adopted Rules,Policies&Rates for Usage for All CITY Facilities. This Agreement is hereby
incorporated into and made a part of the Facility Use Application and Agreement if executed in conjunction herewith.
IN WITNESS WHEREOF,I have signed this Waiver and Agreement on this. day of ., .2021.
NAME OF APPLIt T/ORGANIZATION: ApwAt�xw Ak( ea1i/01 G
SNATURE:NAMEITITLE,.. �� _ ..w.._ ......
Sponsorship Agreement—Celebration of Freedom 2021
City of Winter Springs/American Air&Heat,Inc.
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