HomeMy WebLinkAboutBudget Tree Service, Inc Sponsorship Agreement - 2025 02 12SPONSORSHIP AGREEMEN I
THIS SPONSORSHIP AGREEMENT ("Agreement") is made and entered into as of the
2 day of F t , 2025, by and between the CITY OF WINTER SPRINGS
("City"), a Florida municipal cor oration located at 1126 East State Road 434, Winter Springs,
Florida 32708, and A BUDGET TREE SERVICES, INC. ("Sponsor"), a Florida corporation
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), "Arbor Day Tree Giveaway" (Arbor Day 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; and
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
aIce fully incorporated into this Agreement.
2.0 Term; Termination.
2.1 Term. The term of this Agreement shall be for three (3) 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 2027.
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 oft e 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.
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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 O 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
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statements that directly or indirectly advocate or endorse a Sponsor's organization, products, or E
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 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, maybe 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. Fox the sponsorship benefits provided by the City hereunder,
Sponsor shall pay the City an amount equal to:
(a) For the 2025 Special Event Season, Eight Thousand and 00/100 Dollars
(b) For the 2026 Special Event Season, Eight Thousand Five Hundred and 00/100
..Dollars ($8,500.00).
(c) For the 2027 Special Event Season, Nine Thousand and 00/100 Dollars
Said sponsorship amount shall be paid by chec�C made payable to the City of Winter Springs in the
following installment schedule:
(a} No later than April 1, 2025, a payment of $8,000.00;
(b) No later than April 1, 2026, a payment of $8,500.00; and
(c) No later than April 1, 2027, a payment of $9,000.00.
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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 do 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 in 2025, 2026, and 2027. The Sponsor shall be considered a Tier III
Sponsor for this event.
(b) "Arbor Day Tree Giveaway" (annual Arbor Day event held at the City's Public Works
Building, 150 Hartman Lane, Winter Springs, Florida 32708) to be held at a date and time to be
determined by the City in the month of April in 2025, 2026, and 2027.
(c) "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, 2025, July 4,
2026, and July 4, 2027.
(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 2025, 2026, and 2027.
(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 in 2025, 2026, and 2027.
(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 on
multiple dat(s) and time(s) to be determined by the City in the month of December in 2025, 2026
and 2027.
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:
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f
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 10400t 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.
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 Toads 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
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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
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 parlung 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.
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/A 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.
7.7 VIP parking passes. For each Event, the City will provide Sponsor with six (6}
V11- parking passes fox six vehicles, which will be subject to the City's parking requirements for
the Event. The parking passes are nontransferable 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 asses for entrance bsix persons to the hospy italittent wherein food and beverages
will be proviy ded. 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.
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If for any reason, the City is unable to deliver any of the sponsorship benefits outlined in =
this Paragraph, the City will inform the Sponsor as soon as reasonably practicable. The City may
substitute alternative benefits of an equivalent value. Furthermore, the City reserves the right to
suspend and/or withhold any and all of the sponsorship benefits if Sponsor is in default of any of
the terms and conditions set forth in this Agreement.
7.10 Sponsor Obligations —Arbor Day Event. Sponsor agrees to provide no less than
two of Sponsor's trucks, driven by Sponsor's employees, to deliver trees to City residents during
the Event. Sponsor shall be responsible for the Sponsor's vehicles, employees, and gasoline for
Sponsor's vehicles as needed during the Event. Sponsor's employees participating in the Event
shall wear either shirts or uniforms which identify themselves as Budget Tree employees or
provided volunteer t-shirts which promote the Arbor Day Event.
'7.10.01 Release, Waiver and Hold Harmless relating to Sponsor's
transportation and delivery of trees during Event. 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 Sponsor's transportation and
delivery of trees to City residents during the Arbor Day Event, which includes and
extends to any and all claims Sponsor has or may have against the City with respect
to Sponsor or Sponsor's vehicles, including injuries sustained as a result of the
negligence or gross negligence (except intentional misconduct) on the part of the
City.
Sponsor understands that the City is not providing any safety or security measures
of any kind. Sponsor has either inspected or been given the opportunity to inspect
the premises and knowingly and voluntarily chooses to utilize its vehicles to
transport and deliver trees to City residents during the event.
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
transporting and delivering trees. 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 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 transportation and delivery of trees during the Arbor Day
Event.
8.0 Entire Agreement. This Agreement represents the entire and integrated Agreement
between the parties and supersedes all prior negotiations, representations, or Agreements, either
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oral or written, and all such matters shall be deemed merged into this Agreement. To the extent
that this Agreement conflicts with any prior negotiations, representations, or Agreements, either
f
oral or written, between the parties hereto, this Agreement shall control. The Contractor recognizes
that any representations, statements, or negotiations made by City staff do not suffice to legally
bind the City in a contractual relationship unless they have been reduced to writing and signed by
an authorized City representative. This Agreement shall inure to the benefit of and shall be binding
upon the parties, their respective assigns, and successors in interest.
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 Insurance.
10.1 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
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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.
10.2 Commercial Automobile insurance. The Contractor shall maintain commercial
automobile insurance in the minimum amount of $1,000,000 combined single limit bodily
injury and minimum $1,000,000 property damage as the combined single limit for each
occurrence to protect the Contractor from claims for damages for bodily injury, including
wrongful death, as well as from claims from property damage, which may arise from the
ownership, use, or maintenance of owned and non -owned automobiles, including rented
automobiles whether such operations be by the Contractor or by anyone directly or
indirectly employed by the Contractor.
10.3 Workers' Compensation Insurance The Contractor shall maintain, during the life
of this Agreement, adequate Workers' Compensation Insurance in at least such amounts as
are required by law and Employer's Liability Insurance in the minimum amount of
$1,000,000 for all of its employees performing Work for the City pursuant to this
Agreement.
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 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 tc�,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 Iiable 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.
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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 aet(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, F.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,
unenforeeable, 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 attorneys fees.
Sponsorship Agreement 2025-2027
City of Winter Springs and A Budget Tree Services, Inc.
Page 11 of 13
15.8 Non -Waiver. No delay or failure by either party to exercise any right under this F.
Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any f
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: Attn: 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.
Sponsorship Agreement 2025-2027
City of Winter Springs and A Budget Tree Services, Inc.
Page 12 of 13
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.
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 parry 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,
FL+
By:
Nat
City Manager
A BUDGET TREE SERVICE, INC.
By:
Name: Dale Meagher
Title: President
(Please print)
Date: 2/12/2025
Sponsorship Agreement 2025-2027
City of Winter Springs and A Budget Tree Services, Inc.
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