HomeMy WebLinkAboutAdventist Health Systems/Sunbelt Inc - Sponsorship Ageement 2024 05 30SPONSORSHIP AGREEMENT
THIS SPONSORSHIP AGREEMENT ("Agreement") is made and entered into as of
the 30th day of May , 2024 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 "Celebration of
Freedom" (41" of July event), for the benefit and enjoyment of its citizens;
WHEREAS, Sponsor desires to contribute to the City as a sponsor of the Celebration of
Freedom events over a three (3)-year period ("Events" or "Special Events") 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 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 Celebration of
Freedom special events 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 Celebration of
Freedom event to be scheduled and held by the City in the year 2026.
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 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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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 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
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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 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 Twenty Thousand, Two Hundred and Fifty
Dollars and 00/100 ($20,250.00). 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 June 1, 2024, a payment of $6,750.00;
(b) On June 1, 2025, a payment of $61750.00; and
(c) On June 1, 2026, a payment of $6,750.00.
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"):
"Celebration of Freedom" (annual 0' of July event held at Central Winds Park, 1000
Central Winds Drive, Winter Springs, Florida 32708) to be held on or about July 4, 2024,
July 4, 2025, and July 4, 2026.
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
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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' Red, White and Bounce Kid
Zone. Sponsor is hereby deemed an official sponsor of the Events' "Red, White and Bounce Kid
Zone" area, and shall enjoy industry exclusivity as to sponsorship of and participation in the
Events' Red, White and Bounce Kid Zone area. For purposes of this Agreement, Sponsor's
industry exclusivity shall be limited solely to healthcare companies. 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. The City will provide to Sponsor
two 10-foot by 10-foot (10' x 10') spaces 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. Upon Sponsor's request made
no less than one week prior to the Events, the City will provide two 10-foot by 10-foot tents, two
tables, and chairs for use during the Events 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 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 of the Red, White and Bounce Kid Zone,
and may be included on the City website, Facebook page, newsletter, emails, flyers or other
social media. The City will recognize Sponsor's sponsorship of the Events' Red, White and
Bounce Kid Zone via City social media pages once before and once following the Event. The
City will provide stand-alone recognition of Sponsor's presenting sponsorship of the Event via
City social media platforms one time. The City will include Sponsor's logo on all signage for the
Red, White and Bounce Kid Zone at the Events. 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 four (4) promotional banners at the Events. The banners shall be subject to the City's
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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 announcements expressing verbal appreciation of
Sponsor. Such announcements may be either live or recorded, at the City's discretion.
7.7 VIP parking passes.
VIP parking passes for ten vehicles,
the Event. The parking passes at
company staff.
For each Event, the City will provide Sponsor with ten (10)
which will be subject to the City's parking requirements for
e nonAransferable and must be used by Sponsor and its
7.8 Hospitality passes. For each Event, the City will provide Sponsor with ten (10)
hospitality passes for entrance by ten 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 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
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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
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.
11.1 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.
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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.
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
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.
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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 Attorneys 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 %J Winter Springs
1126 East S.R. 434
Winter Springs, FL 32708-2799
(407) 327-5957 (Phone)
(407) 327-6686 (Fax)
TO SPONSOR: ADVENTHEALTH ORLANDO
c/o —AdventHealth Seminole County Marketing
AdventHealth Seminole County Marketing Manager
Meredith Lax, MBA
201 Park Place, Suite 207
Altamonte Springs FL, 32701
(407) 7564235
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.
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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.
IF THE SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO TIC SPONSOW S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS THE CITY CLERK, AT (407)
327-5955, CITYCLERKDEPARTMENT cr WINTERSPRINGSFL.ORG, 1126
EAST STATE ROAD 434, FLORIDA 32708.
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 Lite City has made no representations and warranties regarding the Events.
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.
[Remainder of page intentionally blank. Signature page follows. ]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year written above.
CITY OF WINTER SPRINGS, FLORIDA
By:
ursh, Interim City Manager
Date: 3�
ADVENTIST HEALTH
SYSTEM/SUNBELT, INC., A FLORIDA
NOT FOR PROFIT CORPORATION
D/ VA ADVENTHEALTH ORLANDO
me/Title: Meredith Lax / Seminole County Marketing Manager
(Please print)
Date: 5/30/24
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SUPPLEMENTAL ADDENDUM TO AGREEMENT
WAIVER OF LIABILITY AND HOLD HARMLESS AGREEMENT
INFECTIOUS COMMUNICABLE DISEASES INCLUDING COVID49
Asa 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 COVID49 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 30th day of May , 2024.
NAME OF SIGNATURE: APPLIC Z
NT/O ANI7_ATION�.: AdventHealth
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NAME/TITLE: Meredith Lax / SemiKole County Marketing Manager
Celebration of Freedom Sponsorship Agreement 2024-2026
City of Winter Springs/AdventHealth
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