HomeMy WebLinkAboutAdventHealth Orlando Sponsorship Agreement Winter Wonderland 2021 04 22 SPONSORSHIP AGREEMENT
THIS SPONSORSHIP AGREEMENT("Agreement")is made and entered into as of the
22 day of April , 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 Adventist Health System/Sunbelt, Inc., a Florida Not for Profit Corporation d/b/a
AdventHealth Orlando, ("Sponsor"), whose principal address is 900 Hope Way, Altamonte
Springs,Florida 32714_
WITNESSETH:
WHEREAS, the City holds certain annual events, inclusive of the "Winter Wonderland"
(winter 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, 2022 and
2023 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 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 be for three annual special event seasons
to be scheduled and conducted by the City. Specifically, this Agreement shall commence upon
Effective Date and terminate when the parties have completed their respective obligations under
this Agreement following the conclusion of the Winter Wonderland event to be scheduled and held
by the City in the year 2023.
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 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.
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City of Winter Springs/AdventHealth Orlando
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3.0 Effective Date. The Effective Date shall be the date on which the last signatory hereto
shall execute this Agreement,and it shall be the date on which this Agreement shall go into effect.
The Agreement shall not be effective against any party until said date.
4.0 General Provisions:
4.1 General Scope and Context of a Sponsorship.The parries 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 shall 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, internet,
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City of Winter Springs/AdventHealth Orlando
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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
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 as 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 express themselves 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 orderly 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.
4.5 Conflicts. Sponsor, and their employees, agents, contractors and representatives,
shall not do, or omit to do, 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 Nine Thousand Dollars and 00/100 Dollars
($9,000.00). Said sponsorship amount shall be paid by check made payable to the City of Winter
Springs in the following installment schedule:
(a) No later than October 7, 2021, a payment of$3,000.00;
(b) No later than October 7, 2022, a payment of$3,000.00; and
(c) No later than October 7, 2023, a payment of$3,000.00.
The sponsorship payments 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:
"Winter Wonderland" (annual winter event held at the Winter Springs Town Center) to
be held at a date and time to be determined by the City in the month of December of 2021,
2022, and 2023.
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City of Winter Springs/AdventHealth Orlando
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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:
7.1 Industry exclusivity relating to the Event. Sponsor is hereby deemed the official
presenting 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 healthcare provider services, which relates to and includes hospitals, other
emergency medical care providers,and physician groups. 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 20-foot by 10-foot(20' x 10') space for the placement 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. Such provided space shall be located
adjacent to where Santa Clause photographs are taken. The City will provide two 10-foot by 10-
foot tents, two tables, 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 will include the Sponsor's company logo or company name on City promotional materials
for the Event which the City deems appropriate for company logos. Placement on such
promotional materials is limited to recognizing Sponsor's presenting sponsorship of the Event,
which will state "Presented by Advent Health," and may include an approved logo, and may be
included on the City website, Facebook page, newsletter, 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 and signage opportunities during Event. The City will allow Sponsor
the banner and pole sign opportunities as provided herein.
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City of Winter Springs/AdventHealth Orlando
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7.5.1 Banner opportunity at Event location. The City will exclusively allow
Sponsor to display one (1) promotional banner on or across the main stage at the Event.
The banner shall be subject to the City's approval in advance of the Event at which it will
be displayed by the City. The Sponsor shall provide its banner to the City on or before the
1 st of December just prior to each annual Event. Further, the City will approve the time,
placement, and manner for the banner display during the Event and said location may be
on or across the main stage for the Event, or elsewhere if deemed necessary by the City at
the time of the Event, at the discretion of the City.
7.5.2 Street banner. The City will include the Sponsor's logo or name on the
street banner utilized by the City to promote the Event. The street banner may include
language that the Event is presented by the Sponsor, or such other promotional language
as the City may choose. The location of the street banner will be at the discretion of the
City.
7.5.3 Pole sign banners.The City will include the Sponsor's logo or name on the
pole sign banners utilized by the City to promote the Event. The pole sign banners may
include language that the Event is presented by the Sponsor, or such other promotional
language as the City may choose. The location of the pole sign banners will be at the
discretion of the City.
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.
7.7 VIP parking passes. For each Event, the City will provide Sponsor with eight(8)
VIP parking passes for eight 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 its company
staff.
7.8 Hospitality passes. For each Event, the City will provide Sponsor with eight (8)
hospitality passes for entrance by eight 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 and Usage. 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's name 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.
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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.
7.10 Exclusive Opportunity for Promotional Business Advertising on Santa Clause
photographs. The City logo will be printed on all photographs taken with Santa Clause.
Otherwise, Sponsor shall exclusively have the opportunity to promote its business by its logo
printed on the photographs taken with Santa Clause taken during the Event.
7.11 Opportunity to Choose Placement in Winter Springs Holiday Parade. Sponsor
shall have the opportunity to choose where in the lineup of the Winter Springs Holiday Parade that
it will participate.
7.12 First Right of Refusal.Following the expiration of the Agreement term,if the City
continues to provide an annual event relating to Winter Wonderland, and so long as Sponsor has
not violated the terms of this Agreement, Sponsor will have a first right of refusal relative to
continued sponsorship, as the presenting sponsor, of the annual Event. Notwithstanding, the City
shall enjoy the right to change any terms of the sponsorship Agreement relating to sponsorship
payment amount, or otherwise, and will not be bound to any of the terms in the current Agreement
in addressing a continued sponsorship relationship and 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 other 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 for over 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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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 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 the 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 act or failure to act of Sponsor or any person authorized
by 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. In addition to the Indemnity and Hold Harmless provisions as set forth in
Section 11.1, 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.
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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
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 by the 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 or other non-business
day, then such date shall automatically extend 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 may be 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
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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.
15.7 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:
Brayonna Wallace
Sr. Marketing Specialist
201 Park Place
Suite 312
Altamonte Springs, FL 32701
386-589-9308
Bravonna.Wallace(ti�adventhealth.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.
15.11.1. Florida's Public Records Act. Sponsor agrees to comply with the
Florida's Public Records Act under Chapter 119, Florida Statutes, as and to
the extent applicable, specifically to:
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15.11.1.1. Keep and maintain public records ordinarily and necessarily
required by the City to perform the services being provided by the
Sponsor for the City.
15.11.1.2. Upon request from City's custodian of public records,provide City
with a copy of the requested records or allow the records to be inspected
or copied within a reasonable time at no cost,unless such records are not
subject to inspection in accordance with the Florida's Public Records Act
under Chapter 119, Florida Statutes.
15.11 1.3. Ensure that the public records that are exempt or confidential and
exempt from public records disclosure requirements are not disclosed
except as authorized by law.
15.11.1.4. Meet all requirements for retaining public records and transfer to the
City, at no cost, all public records in possession of the Sponsor upon
termination of the Agreement and destroy any duplicate public records
that are exempt or confidential and exempt from public records
disclosure requirements. If the Sponsor keeps and maintains public
records upon completion of the contract, the Sponsor shall meet all
applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency,upon request from
the public agency's custodian of public records, in a format that is
compatible with the information technology systems of the public
agency.
15.11.1.5. Notwithstanding anything in this Agreement or the Florida Public
Records Act to the contrary, the City will provide the Sponsor with
reasonably prompt written notice (and a copy of the public records
request) if the City receives a public records request related to any
Sponsor record in the City's possession, custody or control including,
without limitation, this Agreement.
IF THE SPONSOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
SPONSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS THE CITY CLERK, AT (407) 327-59559
_CITYCLERKDEPARTMENT!ci'.WINTERSPRINGSFL.ORG, 1126
EAST STATE ROAD 434, FLORIDA 32708.
15.11.1.6. This Section 15.11.1 shall survive termination of this Agreement.
15.11.2. Trade Secret—Public Records Act Exemption.
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15.11.2.1. "Trade Secret" includes non-public information of a party to this
Agreement which the City is not required by the Florida Public Records
Act, Ch. 119, Florida Statutes, to publicly disclose for inspection and
copying as such non-public information constitutes a trade secret as
defined in Section 812.081(1)(c), Florida Statutes. Trade secret does
not include non-public information for which the Sponsor fails to take
measures to prevent it from becoming available to persons other than
those selected by the Sponsor to have access thereto for limited
purposes.
15.11.2.2. Each Party acknowledges that, during the Term of this Agreement,
though unlikely, it (the "receiving party") may receive or be exposed to
information that may be a Trade Secret of the other Party(the"disclosing
party"). The disclosing party must conspicuously mark all information
which is a Trade Secret with the words"Trade Secret"upon all pages of
such information at the time of disclosure to the other Party. Each Party
agrees that it will not, during the Term of this Agreement and thereafter,
use directly or indirectly, for its own account or for the account of any
other person or entity,or disclose to any other person or entity any Trade
Secret. Each Party shall take such precautions regarding the Trade
Secrets of the other Party as it normally takes regarding its own Trade
Secrets, but it will not exercise less than ordinary care regarding such
information. If a conflict arises between this Agreement and the Florida
Public Records Act, Ch. 119, Florida Statutes, the Florida Public
Records Act shall control. Except that such information may be
disclosed to the proper authority should the Receiving Party, in good
faith,believe that a crime is bring committed.
15.11.2.3. Notwithstanding anything to the contrary contained in this Section,
in the event the Receiving Party is required to disclose any Trade Secret
of the Disclosing Party pursuant to a court order or decree or in
compliance with the rules and regulations of a governmental agency or
in compliance with any law, the Receiving Party shall provide the
Disclosing Party with prompt notice of any required disclosure so that
the Disclosing Party may seek an appropriate protective order or other
legal recourse and/or waive the Receiving Parry's obligation to comply
with the provisions of this Section.
15.11.2.4. The Sponsor shall indemnify and hold harmless,to the fullest extent
provided by law, the City and its elected and non-elected officials,
employees and agents (collectively "Indemnified Parties") against all
losses, judgments, damages, costs and expenses (including, without
limitation,reasonable attorney's fees,court costs and costs of settlement)
which result from or arise out of the City's failure to release information
identified by the Sponsor as a Trade Secret and not subject to public
disclosure pursuant to a valid public records request, but which is ruled
by a court of competent jurisdiction as a public record.
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This Section 15.11.2 shall survive termination of this Agreement.
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 venture or 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 Event 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 ADVENTIST HEALTH
SYSTEMISUNBELT,INC.,A FLORIDA
NOT FOR PROFIT CORPORATION
DB/A ADVENTHEALTH ORLANDO
By: 0 11f19 By:
Shawn Boyle, anager Name/Titl : Brayonna Wallace I Sr. Marketing Specialist
(Please print)
Date: Date: 4/22/21
Sponsorship Agreement—Winter Wonderland 2021-2023
City of Winter Springs/AdventHealth Orlando
Page 12 of 13
SUPPLEMENTAL ADDENDUM TO AGREEMENT
WAIVER OF LIABILITY AND HOLD HARMLESS AGREEMENT
INFECTIOUS COMMUNICABLE DISEASES INCLUDING COVID-19
As a 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 participate 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 coronavirus("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") 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 full 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 COVID+or infected with some other infectious communicable 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 limited 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 shall 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 kinds 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 in or on the Facilities and/or participation in the Activities),the CITY
and the City's elected officials,officers,attorneys,directors,employees,professional staff,agents,employees and assigns(the"RELEASEES")
from any liability related to any and all infectious communicable diseases including,but not limited 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 Harmless Agreement 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 least 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 of,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 22 day of Ap"l ,2021.
NAME OF APPL NT/ORGANIZ It nweauh
SIGNATURE: � IZ12a'L lit/_" ^"
NAME/TITLE: Brayonn sllace I Sr.Marketing Specialist —
Sponsorship Agreement—Winter Wonderland 2021-2023
City of Winter Springs/AdventHealth Orlando
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