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HomeMy WebLinkAboutBudget Tree Services, Inc Event Sponsorship Agreement (Arbor Day) - 2018 02 20 EVENT SPONSORSHIP AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of the . �' �- I day of 2018 by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corporatiod,, `City'') located at 1126 East State Road 434, Winter Springs, Florida 32708, and A BUDGET TREE SERVICES, INC., A Florida Profit Corporation ("Budget Tree"), whose principal address is 710 East State Road 434, Winter Springs, Florida 32708. WITNESSETH: WHEREAS,the City holds an annual Arbor Day event. entitled "Explore Outdoors"(the "Event"), for the benefit, education, and enjoyment of its citizens; WHEREAS, Budget Tree desires to participate as a sponsor of the Event over a five (5)- year period as further detailed herein; and 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. The term of this Agreement shall commence upon full execution of this Agreement by the parties and end at such time that Budget Tree has fully performed all the services required by this Agreement, to include the 2022 Arbor Day event, to the complete satisfaction of the City. 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 Definitions. a) "City" shall mean the City of Winter Springs, a Florida Municipal Corporation and its officers, employees,agents and contractors. b) "City Manager" shall mean the City rnanager of the Winter Springs, Florida or his designee. c) "Public Records" is as defined in Chapter 114, Florida Statutes. Explore Outdoors Sponsorship Agreement 2018-2022 City of Winter Springs/A Budget Tree Services,Inc. Page 1 of 9 d) "Event" shall mean the outdoor Winter Springs Arbor Flay Event, commonly referred to as "Explore Outdoors," to be held at the Winter Springs Town Center on April 7, 2018 and on one date during the spring season each subsequent year, to be determined each year by the City, for the calendar years of 2019. 2020, 2021, and 2022. The length of each individual annual Event is not anticipated to exceed eight(8)hours per Event date. 5.0 Sponsorship Benefits. In consideration of Budget Tree's sponsorship of the Event, Budget Tree will receive sponsorship benefits as follows: 5.1 Industry exclusivity relating to the Event. Budget Tree shall be the presenting sponsor of the Event and shall enjoy industry exclusivity as to sponsorship of and participation in the Event. For purposes of this Agreement, Budget Tree shall be considered a company in the industry of providing professional arborist services relating to trees, which include tree pruning, tree removal, stump grinding, and land clearing. The City will not allow advertising at or participation in the Event by additional companies within the same industry. 5.2 Space for tentUoth provided during Event. The City will provide to Budget Tree a 20 foot by 10 foot (20' x 10') space for the placement of a tent/booth, tables, and chairs, in which Budget Tree may promote its company and conduct advertising, dissemination of information, and otherwise city-approved activities. 5.3 Electricity for tent/booth. The City will provide electrical service, in an amount to be determined as appropriate by the City, for use by Budget Tree within its provided tent/booth space during the Event. 5.4 ]inclusion of Budget Tree in City promotions of the Event. If provided by Budget Tree, the City will include a Budget Tree company logo on the City website and newsletter where Event promotions are addressed. The Budget Tree logo is to be timely provided by Budget Tree to the City, in advance of City promotions, and is subject to City approval_ Changes in the Budget Tree logo, or company logos submitted to the City after promotional materials have been produced, may not be implemented by the City, at the City's discretion. Budget Tree will be recognized as the Event sponsor in all City promotions of the Event. 5.5 Exclusive banner opportunity on main stage during Event. As sponsor of the Event, Budget "free will be the only company to be featured by way of a promotional banner on the main stage at the Event. The City will provide one (1) banner to Budget Tree on or before the April 7, 2018 Event, which may be used on or across the main stage during the Event. Such banner will read "Thank you for malting our City beautiful,"or words of a similar effect,as chosen by the City, and will contain the Budget Tree logo if such logo is timely submitted to and approved by the City. Budget Tree may place the banner elsewhere, at a location acceptable to the City within the Event area, should Budget Tree so choose. Such Explore Outdoors Sponsorship Agreement 2018-2022 City of Winter Springs/A Budget Tree Services,Inc. Page 2 of s banner may also be used in subsequent years that Budget Tree may be a sponsor of the Event. 5.6 Promotional advertising announcements from the mainstage. Intermittently throughout the Event, the City will provide promotional advertising announcements on behalf of Budget Tree. Such announcements may be either live or recorded, at the City's discretion. Budget Tree shall provide the desired verbiage for such announcements to the City at least one month in advance of the Event in order for the announcements to be made by the City at the Event. All desired verbiage is subject to approval by the City and may be rejected at the City's discretion. 5.7 VIP parking passes. The City will provide Budget Tree with six(6) VIP parking passes for the Event. 5.8 Hospitality passes. The City will provide Budget Tree with six (6) hospitality passes for entry into the hospitality tent, wherein food and beverages will be provided. 5.9 Speaking opportunity from the City's educational tent. During the Event, the City will provide an educational tent where City residents may be educated regarding Florida Friendly landscaping and receive a free tree. Budget Tree will be afforded an opportunity to speak at one of such presentations on a relevant topic, which must be approved in advance by the City. 5.10 First Flight of Refusal. following the expiration of the Agreement term. if the City continues to provide an annual event relating to Arbor Day, and so long as Budget Tree has not violated the terms of this Agreement, Budget Tree will have a first right of refusal relative to continued sponsorship 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. 6.0 Budget Tree Sponsorship Obligations. In consideration of the sponsorship benefits to be provided to Budget"free, Budget Tree agrees as follows: 6.1 Sponsorship payment amount. Budget Tree shall provide to the City Two Thousand Dollars and 00/100 Cents ($2,000.00) per annual Event for the benefits conferred herein. Said amount shall be provided to the City no less than thirty (30)days prior to the Event date for the pertinent year. 6.2 Tent, table and chairs for provided Event space. Budget Tree agrees to provide its own tent, table, chairs and other necessities (aside from electrical service) to be utilized within its provided tent/booth Event space. Budget Tree shall be responsible for the set-up, breakdown,and removal,of same. Explore Outdoors sponsorship Agreement 2018-2022 City of Winter SpringslA Budget Tree Services, Inc. Page 3 of 8 6.3 Budget Tree staff and/or presenters. Budget Tree shall provide its own company staff and/or presenters for its own tent/booth. Budget Tree shall also provide a Budget Tree staff presenter for the City's educational tent should Budget Tree choose to utilize the speaking opportunity. 6.4 Company logo to be provided by Budget Tree. Budget 'free shall timely provide a Budget Tree company logo to the City for use in City Event promotional materials and inclusion on the City-provided banner as otherwise described herein. The provided company logo is subject to approval by the City in order to be used as described herein. If Budget Tree changes its company logo after providing same to the City, or, fails to timely provide its company logo to the City. the City shall not be responsible for updating or reproducing any promotional materials relating to the Event. 6.5 Promotional advertising announcements to be provided by Budget Tree. No later than thirty (30)days prior to the Event, Budget Tree shall provide to the City the verbiage for a promotional advertising announcement to be made by the City from the mainstage during the Event. All provided announcement verbiage is subject to approval by the City in order to be used as described herein. 6.6 Cleanup of provided tent/booth space. Budget Tree shall coordinate and monitor the pick-up and disposal of garbage and other debris from the tent/booth space provided for the Budget Tree tent/booth, and surrounding areas. Budget Tree shall ensure that cleanup is effected immediately following the event, to the satisfaction of the City,and that cleanup is completed within two hours of the end time on the date of the Event. 7.0 General Miscellaneous Provisions. The following general miscellaneous provisions shall apply to this Agreement: 7.1 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. 7.2 No Assignment. This Agreement shall not be assigned or transferred unless prior written consent is granted by the City Commission of Winter Springs. 7.3 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. Explore Outdoors sponsorship Agreement 2018-2022 City of winter Springs/A Budget Tree Services,Inc. Page 4 of 8 7.4 Legal Representation. The parties acknowledge that Anthony A. Garganese. Esquire, and Garganese. Weiss, D'Agresta, & Salzman, R.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. 7.5 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. 7.6 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. 7.7 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. 7.8 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. 7.9 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. Kevin L. Smith, City Manager City of Winter Springs 1126 East S.R. 434 Winter Springs, FL 32708-2799 (407)327-5957 (Rhone) (407) 327-6686(Fax) TO BUDGET"TREE: Explore Outdoors Sponsorship Agreement 2018-2022 City of Winter Springs/A Budget Tree Services,Inc. Page 5 of 8 Mr. Dale E. Meagher A Budget Tree Service_. Inc. 710 E, State Road 434 Winter Springs, FL 32708 Phone: yC 1 -I _260-) Email: CSI C' Ct1z ��« cv.c e -ccm 7.10 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. 7.1. 1 Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of Budget Tree 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 Budget Tree. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of Budget Tree 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, Budget Tree 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 Budget Tree be open and freely exhibited to the City for the purpose of examination and/or audit. 7.12 Interpretation. Both the City and Budget Tree 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. 7.13 No Joint Venture, This Agreement shall not in any way be deemed to create a joint venture or principal-agent relationship between Budget Tree and the City. 7.14 No City Representations and Warranties; Success of Event. Budget Tree agrees and acknowledges that the City has made no representations and warranties regarding the Event. Budget Tree 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. 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 Explore Outdoors Sponsorship Agreement 2018-2022 City of Winter Springs/A Budget Tree Services,Inc. Page 6 of 8 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 76$.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law, Budget Tree 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 shalt survive termination of this Agreement. 10.0 General Liability Insurance. For all activities and services permitted and which occur under this Agreement, including any and all activities and services provided and performed by Budget Tree, Budget Tree 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 person or property damage arising in any way out of the activities and services permitted and occurring under this Agreement, including any and all activities and services provided and performed by Budget Tree. 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." Budget Tree 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. Budget Tree 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 Budget Tree in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify Budget Tree in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to the City. For all activities and services permitted and occurring under this Agreement, including any and all activities and services provided and performed by Budget Tree, Budget Tree shall continuously maintain such insurance in the amount, type, and quality as required by this paragraph. 11.0 Indemnification and Hold Harmless. For all activities and services permitted and occurring under this Agreement, including any and all activities and services provided and performed by Budget Tree, Budget Tree 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 Explore Outdoors Sponsorship Agreement 2018-2022 City of Winter SpringsfA Budget Tree Services,Inc.. Page 7 of 8 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 Budget Tree or any person authorized by Budget Tree to participate in the Event which in any way is related to Budget Tree's obligations under this Agreement, and/or the services and activities provided and performed by Budget Tree under this Agreement. The indemnification provided above shall obligate Budget Tree 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 Standard of Care. In performing its activities and services hereunder, Budget Tree 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. Budget Tree shall protect the public and property from any safety hazards directly or indirectly resulting from the Event. 13.0 Termination. By written notice to Budget Tree, the City shall have the right to cancel the Event and this Agreement at any time, without penalty. This Agreement may be terminated by Budget Tree. without penalty, with 30 days written notice to the City. 14.0 Budget Tree's Signatory. The undersigned person executing this Agreement on behalf of Budget Tree hereby represents and warrants that he has the full authority to sign said Agreement for Budget Tree and to fully bind Budget Tree to the terms and conditions set forth in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY: BUDGET TREE: CITY OF WINTER SPRINGS, A BUDGET TREE SERVICE, INC. FLORIDA f WINTER" PRINGSQ INC. By:_- By: K in L. S th ;ty Manager game: W r 1 r, (Please print) Title Cdrbc(�.5J G( T Explore Outdoors Sponsorship Agreement 2018-2022 City of Winter Springs/A Budget Tree Services,Inc. Page 8 of 8