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HomeMy WebLinkAboutBudget Tree Services, Inc Sponsorship Agreement - 2022 04 30 y $ e SPONSORSHIP AGREEMENT THIS SPONSORSHIP AGREEMENT ("Agreement") is made and entered into as of the day of , 2022 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 A BUDGET TREE SERVICES, INC., a Florida corporation ("Sponsor"), whose principal address is 710 East State Road 434,Winter Springs,Florida 32708. WITNESSETH: WHEREAS, the City holds certain annual events, inclusive of the "Egg-citing Egg Hunt" (Spring event), "Celebration of Freedom" (4th of July event), "Frights and Flix" (fall movie-in-the-park event), "Hometown Harvest" (fall event), "Winter Wonderland" (winter event), and "Winter Wonderland of Lights" (winter light event) (collectively the "Events" or "Special Events"), for the benefit and enjoyment of its citizens; WHEREAS, Sponsor desires to contribute to the City as a sponsor of the Events over a three (3)-year period 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 of Lights event to be scheduled and held by the City in the year 2024. 2.2 Termination by City. By written notice to Sponsor, the City shall have the right to cancel any or all of the Events and this Agreement at any time, without penalty. If this Agreement is terminated or any of the Events cancelled by the City, 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 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. Sponsorship Agreement 2022-2024 City of Winter Springs/A Budget Tree,Inc. Page 1 of 11 r 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 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, 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 Sponsorship Agreement 2022-2024 City of Winter Springs/A Budget Tree,Inc. Page 2 of 11 5 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 Events or the City and its officials into disrepute; (b) disparage the Special Events or the City and its officials; (c) damage goodwill associated with the Special Events; or (d) be otherwise prejudicial to the image and/or reputation of the Special Events 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 Thirteen Thousand and Five Hundred 00/100 Dollars ($13,500.00). 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 May 1, 2022, a payment of$4,000.00; (b) On April 1,2023, a payment of$4,500.00; and (c) On April 1,2024, a payment of$5,000.00. The sponsorship payments required by this Paragraph are related to the sponsorship benefits provided solely for the Events 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 any of the Events or this Agreement by the City pursuant to Paragraph 2.2 of this Agreement. 6.0 Special Events. This Agreement shall be solely for the following City special events (collectively the"Events" or"Special Events"): (a) "Egg-citing Egg Hunt" (annual Spring event held at Central Winds Park, 1000 Central Winds Drive, Winter Springs, Florida 32708) to be held at a date and time to be determined by the City in the month of April in 2022, 2023, and 2024. (b) "Celebration of Freedom"(annual 4th of July event held at Central Winds Park, 1000 Central Winds Drive, Winter Springs, Florida 32708) to be held on or about July 4, 2022, July 4, 2023, and July 4, 2024. Sponsorship Agreement 2022-2024 City of Winter Springs/A Budget Tree,Inc. Page 3 of 11 (c) "Frights and Rix" (annual Fall movie-in-the-park event held at Torcaso Park, 104 N. Moss Road,Winter Springs, Florida 32708)to be held at a date and time to be determined by the City in the month of October in 2022, 2023, and 2024. (d) "Hometown Harvest" (annual Fall event held at Central Winds Park, 1000 Central Winds Drive, Winter Springs, Florida 32708) to be held at a date and time to be determined by the City during the fall season of 2022, 2023, and 2024. (e) "Winter Wonderland" (annual Winter event held at Central Winds Park, 1000 Central Winds Drive, Winter Springs, Florida 32708) to be held at a date and time to be determined by the City in the month of December of,2022,2023, and 2024). (f) "Winter Wonderland of Lights" (annual drive-through Winter lights event held at Central Winds Park, 1000 Central Winds Drive, Winter Springs, Florida 32708) to be held at multiple date(s) and time(s) to be determined by the City in the month of December in 2022, 2023, and 2024). The City reserves the right to schedule and conduct the aforementioned special events in its sole and absolute discretion. If it becomes necessary to postpone or relocate any of the events due to inclement weather or other conditions beyond the City's control, the City may reschedule or relocate the events 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 Events, 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 Events. Sponsor is hereby deemed an official sponsor of the Events and shall enjoy industry exclusivity as to sponsorship of and participation in the Events. For purposes of this Agreement, Sponsor's industry exclusivity shall be limited solely to professional arborist services relating to trees, which include tree pruning, tree removal, stump grinding, and land clearing. The City will not allow any other person or company within said industry to officially sponsor or participate in the Events during the term of this Agreement. 7.2 Space provided to Sponsor during Events. 7.2.1 Space for tent/booth will be provided to the Sponsor for the Events, excluding the annual Winter Wonderland of Lights event, as follows: The City will provide to Sponsor a 10-foot by 10-foot (10' 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. The City will provide one tent, one table, chairs and other necessities for use during the Events. If the Sponsor prefers to utilize its own tent/booth, tables, and chairs, same must be approved by the City. Sponsor shall break-down and clean-up the tent/booth space and remove all of Sponsor's materials, garbage, and other debris within two hours of the Event's conclusion. Sponsorship Agreement 2022-2024 City of Winter Springs/A Budget Tree,Inc. Page 4 of 11 7.2.2 Space for Sponsor's "Santa's Workshop" trailer will be provided to the Sponsor for the annual drive-through Winter Wonderland of Lights event as follows: The parties agree that Sponsor will timely provide to the City for use during the annual Winter Wonderland of Lights event an enclosed trailer capable of being towed by a City vehicle, festively decorated by Sponsor to depict"Santa's Workshop"(the "Trailer"), as a central focus point of the event. The Trailer shall be no wider than 8.5 feet and no longer than 32 feet, unless otherwise agreed to by the city manager, or his or her designee, in writing. The City reserves the right to determine the parking location of the Trailer along the drive-through route in its sole and absolute discretion. Sponsor may promote its company and conduct advertising upon the Trailer or from the area immediately surrounding the Trailer. Sponsor may not disseminate written information during this drive-through event. A tent/booth, tables, and chairs are not provided or authorized for the Winter Wonderland of Lights event. 7.2.2.1 Release, Waiver and Hold Harmless relating to Sponsor's requested transport and overnight parking of Trailer by City. Sponsor acknowledges that Sponsor is not required to be present during the Winter Wonderland of Lights events, which span multiple evenings annually. As this drive-through event's route occurs on roads utilized by the public during hours outside of the event, the Trailer must be transported to and from the event's location each evening of the event. Sponsor desires to avoid daily in-person attendance of this event for the sole purpose of transporting or parking the Trailer. Therefore, Sponsor requests of and expressly authorizes the City to transport and park the Trailer as needed, as determined by the City, before, during, and after the annual Winter Wonderland of Lights events. Sponsor hereby authorizes the City to transport and park the Trailer overnight at any City parking lot within Central Winds Park ("Overnight Parking"), as determined at the sole discretion of the City. The parties agree that the Trailer may remain so parked overnight each evening of the Winter Wonderland of Lights event, and that Sponsor must remove the Trailer from City property no later than 12:00p.m. on the day following the last scheduled evening of each annual Winter Wonderland of Lights event. For and in consideration of the opportunity to utilize the Overnight Parking, Sponsor hereby remises, releases and forever discharges the City of Winter Springs and its elected officials, employees, attorneys, volunteers and agents ("Releasees") from any all claims, accidents, damages, demands, rights, actions and causes of action of any kind whatsoever, in law or in equity, resulting from Overnight Parking or any transport of the Trailer, which includes and extends to any and all claims Sponsor has or may have against the City with respect to Sponsor, the Trailer or the Trailer's contents, including injuries sustained as a result of the negligence or gross negligence (except intentional misconduct) on the part of the Releasees. Sponsor understands that the City is not providing any safety or security measures of any kind for the Overnight Parking and accepts the premises provided by the Sponsorship Agreement 2022-2024 City of Winter Springs/A Budget Tree,Inc. Page 5 of 11 Releasees "as is." Sponsor has either inspected or been given the opportunity to inspect the premises provided by the Releasees and knowingly and voluntarily chooses to proceed with Overnight Parking. Sponsor further agrees to accept full responsibility, financial or otherwise, for any personal injury or property damage that Sponsor may cause either to Sponsor or to any other person or their property due to Sponsor's acts or omissions while using the Overnight Parking. It is Sponsor's intention hereby, fully and finally and forever, to settle and to release any and all matters, disputes and differences, with respect to those matters described in this section. Sponsor, for and in consideration of the opportunity to utilize the Overnight Parking, hereby agrees to the fullest extent permitted by law and without limitation, to indemnify and hold harmless the City, 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 arise out of, or result from, Sponsor's use of City property for Overnight Parking or any transport of the Trailer. 7.3 Electricity for tent/booth and Trailer parking locations. 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, and Trailer parking location, during the Events. 7.4 Inclusion of Sponsor in City promotions of the Events. If provided by Sponsor, the City will include the Sponsor's company logo on City promotional materials for the Event which the City deems appropriate for company logos. Placement on such promotional materials is only limited to recognizing Sponsor's sponsorship, and may be included on the City website, Facebook page, newsletter, emails, flyers or other social media. 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 opportunities during Events. The City will allow Sponsor to display up to three (3) promotional banners at the Events. The banners shall be subject to the City's approval in advance of the Events at which it will be displayed by the City. Further, the City will approve the time, placement, and manner for the banner displays during the Events and said location may be on or across the main stage (if applicable) for the Event, or elsewhere, at the discretion of the City. 7.6 Promotional advertising announcements during Events. Intermittently throughout the Events, 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 each of the Events so that the City has ample time to coordinate the announcements into the City's program for the Events. Sponsor's proposed announcement is subject to approval by the City and may be rejected at the City's discretion. Sponsorship Agreement 2022-2024 City of Winter Springs/A Budget Tree,Inc. Page 6 of 11 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 its 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. Notwithstanding the foregoing, Sponsor acknowledges and agrees that during the annual Winter Wonderland of Lights events, the provided hospitality area is uncovered and does not include a tent. 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 events. 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. 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 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 Events, 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 Sponsorship Agreement 2022-2024 City of Winter Springs/A Budget Tree,Inc. Page 7 of 11 any person or property damage arising in any way out of the sponsorship, participation in the Events, 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. All insurance coverage shall be insurer(s) approved by the City Manager and licensed by the state of Florida to engage in business of writing of insurance. The City shall be named on the foregoing insurance policies as "additional insured." Sponsor shall cause its insurance carriers to furnish insurance certificates and endorsements specifying the types and amounts of coverage and effect pursuant hereto, the expiration date on such policies, and the statement that no insurance under such policies will be cancelled without thirty (30) days prior written notice to the City in compliance with other provisions of this Agreement. Sponsor shall be solely responsible to pay any deductible, if any, relating to any claim made against the insurance coverages and policies 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 certificates and endorsements 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. For Sponsor's sponsorship, participation in the Events, 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 Events, 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. 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 Events, 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 Sponsorship Agreement 2022-2024 City of Winter Springs/A Budget Tree,Inc. Page 8 of 11 property from any safety hazards directly or indirectly resulting from its participation in the Events. 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 Events 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 Events 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. Sponsorship Agreement 2022-2024 City of Winter Springs/A Budget Tree,Inc. Page 9 of 11 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: Mr. Shawn Boyle, City Manager City of Winter Springs 1126 East S.R. 434 Winter Springs, FL 32708-2799 (407)327-1800 (Phone) (407) 327-6686 (Fax) TO SPONSOR: Mr. Dale E. Meagher A Budget Tree Services, Inc. 710 E. State Road 434 Winter Springs,FL 32708 Phone: 407-327-2520 Email: Dale@abudgettreeservice.com 15.10 Counterparts. This Agreement may be 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, may be 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 119, 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 reasonable times during the normal business hours of Sponsor be open and freely exhibited to the City for the purpose of examination and/or audit. 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 Events. Sponsorship Agreement 2022-2024 City of Winter Springs/A Budget Tree,Inc. Page 10 of 11 Sponsor agrees and acknowledges the City has in no way guaranteed that the Events 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY OF WINTER SPRINGS, A BUDGET TREE SERVICE,INC. FLORIDA By: v By: �( Shawn B e, City Manager C,i't� Name/Title: O St a Q vV (Please print) Date: Date: ZZ ?.aZZ Sponsorship Agreement 2022-2024 City of Winter Springs/A Budget Tree,Inc. Page 11 of 11