HomeMy WebLinkAboutOrlando Health, Inc. Sponsorship Agreement for Hometown Harvest - 2025 09 02SPONSORSHIP AGREEMENT
THIS SPONSORSHIP AGREEMENT ("Agreement") is made and entered into as of the
2 day of September , 2025, 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 ORLANDO HEALTH, INC., a Florida Not -For -Profit Corporation, ("Sponsor"),
whose principal address is 1414 Kuhl Ave., MP 2, Orlando, Florida 32806.
WITNESSETH:
WHEREAS, the City holds certain annual events, inclusive of the "Hometown Harvest"
(Fall event) (the "Event" or "Special Event"), for the benefit and enjoyment of its citizens; and
WHEREAS, Sponsor desires to contribute to the City as a sponsor of the 2025 Event as
further detailed herein; and
WHEREAS, in consideration of Sponsor's contribution, the City desires to provide the
Sponsor with the sponsorship benefits that correspond with the level and contribution made by the
Sponsor as more specifically set forth herein.
NOW THEREFORE, in consideration of the provisions contained in this Agreement, and
other good and valuable consideration in which the parties acknowledge has been received, the
parties agree as follows:
1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this reference
are fully incorporated into this Agreement.
2.0 Term; Termination.
2.1 Term. The term of this Agreement shall commence upon the Effective Date and terminate
when the parties have completed their respective obligations under this Agreement.
2.2 Termination by City. Either party may terminate this agreement if the other party is in material
breach of this agreement and does not cure such material breach within sixty (60) days after the breaching
party receives notice of such material breach from the non -breaching party. By written notice to Sponsor,
the City shall have the right to cancel the Event and this Agreement for convenience 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.
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 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. Neither Party, and their employees, agents, contractors and
representatives, shall not do, or omit to do, anything which may: (a) bring the Special Event
or the other Party and its officials into disrepute; (b) disparage the Special Event or the other
Party and its officials; (c) damage goodwill associated with the Special Event; or (d) be
otherwise prejudicial to the image and/or reputation of the Special Event or the other Party
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 Four Thousand Dollars and 00/100 ($4,000.00).
Said sponsorship amount shall be paid by check made payable to the City of Winter Springs on or
by October 1, 2025.
The sponsorship payment required by this Paragraph is related to the sponsorship benefits
provided solely for the Event described in Paragraph 6.0 of this Agreement and does not extend to
any other special events or promotional activities. Once payment is made to the City, the payment
is non-refundable except for termination of the Event or this Agreement by the City pursuant to
Paragraph 2.2 of this Agreement.
6.0 Special Event. This Agreement shall be solely for the following City special event:
"Hometown Harvest" (annual Fall event to be held at Central Winds Park, 1000 Central Winds
Drive, Winter Springs, FL 32708) to be held on October 25, 2025, from 4:30 p.m. until 8:30 p.m.
The City reserves the right to schedule and conduct the aforementioned Special Event in
its sole and absolute discretion. If it becomes necessary to postpone the Event due to inclement
weather or other conditions beyond the City's control, the City may reschedule the Event for
another time and date. In such case, the Sponsor shall be entitled to the sponsorship benefits
provided hereunder during the rescheduled Event.
7.0 Terms and Conditions of Sponsorship Benefits Provided by the City. In consideration
of Sponsor's sponsorship of the Event, Sponsor will receive the following sponsorship benefits
unless Sponsor is in default of any of the terms and conditions of this Agreement:
7.1 Industry exclusivity relating to the Event. Sponsor is hereby deemed a sponsor
of the Event and shall enjoy industry exclusivity as to sponsorship of and participation in the Event.
For purposes of this Agreement, Sponsor's industry exclusivity shall be limited solely to other
hospitals, healthcare systems and the healthcare industry. The City will not allow any other person
or company within said industry to sponsor or participate in the Event during the term of this
Agreement. Exclusivity is further defined in Exhibit A, attached to this Agreement.
7.2 Space for tent/booth provided during Event. The City will provide to Sponsor a
10-foot by 10-foot (10' x 10') space for the placement of a City approved tent/booth, tables, and
chairs, in which Sponsor may promote its company and conduct advertising, dissemination of
information, and other City -approved booth related activities. The City will provide one 10-foot
by 10-foot tent, one table, and chairs for use by Sponsor. Sponsor shall break- down and clean-up
the tent/booth space and remove all of Sponsor's materials, garbage, and other debris, and return
to the City any City tents, tables and chairs, within two hours of the Event's conclusion.
7.3 Electricity for tent/booth. The City will provide electrical service, in an amount
to be determined as appropriate by the City, for use by Sponsor within its provided tent/booth
space during the Event.
7.4 Inclusion of Sponsor in City promotions of the Event. If provided by Sponsor,
the City will include the Sponsor's company logo and/or company name on City promotional
materials for the Event, which the City deems appropriate for company logos and names. Placement
on such promotional materials is limited to an approved company logo and/or name, and will be
included in one edition of the City newsletter, on the City's press release for the Event, on the
City's digital graphics for the Event, on all Event signage provided by the City (including the Town
Center banner and street pole banners hung and removed by the City), and the Event webpage, the
Event flyer, Event emails, and on a half -page magazine publication ("Look Local"). Sponsor's
approved company logo and/or name may also be included on the City website, Facebook page, and
other social media outlets utilized by the City. The City shall recognize Sponsor on social media
platforms no less than once before and once following the Event. The City shall provide stand-alone
recognition of the Sponsor on all City social media platforms one time. Sponsor retains the express
right to advance approval of any materials to be used by the City displaying Sponsor's marks,
which will not be unreasonably withheld. 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 Exclusive Banner Opportunities for Promotional Business Advertising. The
City will allow Sponsor the banner opportunities as provided herein. Sponsor shall exclusively
have the opportunity to promote its business by locating one banner on the hayride trailer during
the Event. Sponsor may further promote its business by providing two (2) promotional business -
related banners to the City for placement during the Event at locations chosen at the sole discretion
of the City. The City will exclusively allow Sponsor to display one (1) of such promotional banners
on or across the main stage at the Event, or elsewhere if deemed necessary by the City at the time
of the Event, at the discretion of the City. The banners shall be subject to the City's approval in
advance of the Event at which it will be displayed by the City. The Sponsor shall provide its
banners to the City on or before October 1, 2025. The City will approve the time, placement, and
manner for the banner displays during the Event, at the discretion of the City. If Sponsor desires
that such banners be returned to Sponsor following the Event, Sponsor is responsible for the
coordination and pickup from City staff of such banners within one week of the Event.
7.6 Promotional advertising announcements from the mainstage. Intermittently
throughout the Event, the City will provide promotional advertising announcements on behalf of
Sponsor. Such announcements may be either live or recorded, at the City's discretion. Sponsor
shall provide the desired verbiage for such announcements to the City at least thirty (30) days in
advance of the Event so that the City has ample time to coordinate the announcements into the
City's program for the Event. Sponsor's proposed announcement is subject to approval by the City
and may be rejected at the City's discretion. City's proposed announcement is subject to prior
approval by Sponsor, which shall not be unreasonably withheld.
7.7 VIP parking passes. For each Event, the City will provide Sponsor with eight (8)
VIP parking passes for eight vehicles, which will be subject to the City's parking requirements for
the Event. The parking passes are non -transferable and must be used by Sponsor and its company
staff.
7.8 License and Usage. Sponsor hereby grants the City: (a) a limited, non-exclusive
license to use the Sponsor's name and logo for purposes of communicating the Sponsor's
contribution toward the sponsored event. The City may use the Sponsor's name or logo in
marketing efforts online, in print, on promotional items, and in advertising and signage, in
accordance with the sponsorship benefits; and (b) permission to use Sponsor's representatives,
signage and ads in photos or videos for the City's promotions on sponsorships, provided that any
such use is approved by Sponsor in advance in writing. The City will provide such intended
promotional materials to Sponsor's Community Relations Manager for review at the email address
provided in Section 15.9 herein. If the City does not receive a responsive email communication
conveying approval or denial of the intended promotional materials within seven (7) calendar days,
the City is authorized to use such promotional materials in relation to the Event.
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.
Subject to the terms of this Agreement, the City grants Sponsor the license and (i) right to use
the City marks in connection with the advertisement, marketing, and promotion of Sponsor; (ii)
exclusive right to use designations as the parties shall agree to in writing from time to time.
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.
Nothing in this Agreement is intended to inure to the benefit of any third party for the purpose of
allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or
by operation of law. This paragraph shall survive termination of this Agreement.
10.0 General Liability Insurance. The City requires event sponsors to maintain general liability
insurance. As such, for Sponsor's sponsorship, participation in the Event, and performance under
this Agreement, Sponsor shall purchase and maintain, at its own expense, such general liability
insurance to cover claims for damages because of bodily injury or death of any person or property
damage arising in any way out of the sponsorship, participation in the Event, and performance
under this Agreement including, but not limited to, Sponsor's receipt and exercise of any and all
sponsorship benefits received under this Agreement. The insurance shall have minimum limits of
coverage of $1,000,000.00 per occurrence combined single limit for bodily injury liability and
property damage liability. Sponsor shall furnish an insurance certificate naming the City as an
additional insured for purposes of the required general liability insurance to include the expiration
date of such coverage. Sponsor shall be solely responsible to pay the deductible, if any, relating to
any claim made against the insurance coverages provided under this Agreement. If the City has
any objection to the coverage afforded by or other provision of the insurance required to be
purchased and maintained by Sponsor in accordance with this paragraph on the basis of its not
complying with the Agreement, the City shall notify Sponsor in writing thereof within thirty (30)
days of the date of delivery of such certificate to the City. Sponsor shall continuously maintain
such insurance in the amount, type, and quality as required by this paragraph during the term of
this Agreement. City shall at all times during the Term carry commercial general liability insurance
with a minimum combined personal injury and property damage limit of at least five million dollars
($5,000,000). Sponsor shall be furnished with certificates of insurance evidencing compliance with
this section within thirty (30) days written notice of Sponsor's reasonable request. City shall
provide Sponsor with written notice of any material change, including the dollar amount of such
policies, during the Term.
11.0 Indemnification and Hold Harmless.
11.1 Each party to this Agreement will be liable for its own negligence, whether by act or
omission, and the negligence, whether by act or omission, of its employees, agents,
officer, and directors. Each party agrees to indemnify and hold harmless the other
party, and its affiliates, and their respective officers, directors, employees and agents
from and against any and all third -party liabilities, damages, claims, deficiencies,
assessments, losses, suits, proceedings, actions, investigations, penalties, interest,
costs and expenses, instituted or not and, if instituted arising from the provision of
the services or any breach or violation of any of the covenants or agreements
contained in this Agreement.
This section shall survive termination of this Agreement.
11.2 Supplemental Addendum to Agreement Relating to Infectious Communicable
Diseases. In addition to the Indemnity and Hold Harmless provisions as set forth in
Section 11.1, Sponsor further agrees, to the fullest extent permitted by law, to all
provisions of the Waiver of Liability and Hold Harmless Agreement (Infectious
Communicable Diseases Including Covid-19) ("Infectious Communicable Disease
Waiver") attached hereto as a Supplemental Addendum to the Agreement and which
is fully incorporated herein by this reference. Sponsor shall execute the Infectious
Communicable Disease Waiver along with this Agreement.
12.0 Non -Liability of City Officials and Employees. No City elected or appointed City official
or employee shall be personally liable to Sponsor, or any successor in interest, in the event of a
Default or breach by the City of any term or condition of this Agreement. Sponsor hereby waives
and releases any claim Sponsor may have against such City officials or employees with respect to
any default or breach by the City.
13.0 Standard of Care. In exercising its sponsorship benefits, participation in the Event, and
performance under this Agreement, Sponsor will use that degree of care and skill ordinarily
exercised, under similar circumstances by reputable members of its profession practicing in the
same or similar locality. Sponsor shall take reasonable precautions to protect the public and
property from any safety hazards directly or indirectly resulting from its participation in the Event.
14.0 Sponsor's Signatory. The undersigned person executing this Agreement on behalf of
Sponsor hereby represents and warrants that he has the full authority to sign said Agreement for
Sponsor and to frilly bind Sponsor to the terms and conditions set forth in this Agreement.
15.0 General Miscellaneous Provisions. The following general miscellaneous provisions shall
apply to this Agreement:
15.1 Non -Business Day. In the event that any period of time, as set forth in this
Agreement, expires or any date herein occurs on a Saturday, Sunday, holiday or other non -business
day, then such date shall automatically extend to 5:00 p.m. on the next subsequent business day,
excluding the day the Event will be held pursuant to this Agreement.
15.2 No Assignment. This Agreement shall not be assigned or transferred by Sponsor unless prior
written consent is granted by the City Manager. City may not assign or transfer this Agreement to any other
company, partnership, or individual without the express written consent of Sponsor.
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 in order to carry out the purposes and intentions
of this Agreement.
15.4 Legal Representation. The parties acknowledge that Anthony A. Garganese,
Esquire, and Garganese, Weiss, D'Agresta, & Salzman, P.A., and other attorneys therein, have
acted as counsel for the City in connection with this Agreement and the transactions contemplated
herein, and have not given legal advice to any party hereto other than the City.
15.5 Severability. If a word, sentence, or paragraph herein shall be declared illegal,
unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be severed from
this Agreement, and this Agreement shall be read as if said illegal, unenforceable, or
unconstitutional word, sentence, or paragraph did not exist.
15.6 Governing Law and Venue. This Agreement shall be governed by the law of the
State of Florida without regard to conflict of laws or similar concepts. Venue of all disputes shall
be properly placed in Seminole County, Florida. If any dispute concerning this Agreement arises
under Federal law, the venue will be Orlando, Florida. Any objections to jurisdiction and venue are
expressly waived.
15.7 Attorney's Fees. In the event any litigation or controversy arises out of or in
connection with this Agreement, 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 and return receipt requested upon transmission; and
addressed as follows (or to such other person or at such other addresses, of which any party hereto
shall have given written notice as provided herein):
TO THE CITY: City Manager
City of Winter Springs
1126 East S.R. 434
Winter Springs, FL 32708-2799
(407) 327-5957 (Phone)
(407) 327-6686 (Fax)
TO SPONSOR: Community Relations Manager
Orlando Health, Inc.
Danica Kramer
380 Rinehart Rd.
Lake Mary, FL 32746
(407) 832-3252 (Phone)
Email: danica.lcramer@orlandohealth.com
Orlando Health, Inc.
1414 Kuhl Ave, MP 02
Orlando, F132806
Attn: Legal Affairs
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 Confidentiality. The parties acknowledge and agree that the release or
unauthorized use or disclosure of the terms of this Agreement or any proprietary or confidential
information of another party, will have a detrimental effect on the other parties. Accordingly, each
party agrees to keep confidential the terms of this Agreement or any proprietary or confidential
information disclosed to or learned by it during the Term or the negotiations leading to its
execution; provided, however, that: (a) disclosure may be made pursuant to a court order, legal
process, or other requirement of any Law or authorized regulatory body; and (b) this Agreement
may be disclosed to the parties' respective attorneys, accountants, officers, directors, managers,
lenders and insurers, in the case of City, to any affiliates, auditors, conferences, leagues, and users
of its facilities. The provisions of this Section shall survive the expiration or termination of this
Agreement. The parties acknowledge that in the event of a breach of this Section, damages may
not be an adequate remedy and the non -breaching party shall be entitled to, in addition to any other
rights and remedies available under this Agreement or at law or in equity, injunctive relief to
restrain any such breach, threatened or actual, without proof of irreparable injury and without the
necessity of posting bond even if otherwise normally required.
15.12 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,
as defined by Florida Statutes Chapter 119, 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
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. The provisions of this Section shall survive the
expiration or termination of this Agreement.
15.13 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.
15.14 No Joint Venture. The relationship of Sponsor and City under this Agreement shall
be solely that of independent contractors and nothing herein shall be construed to create nor imply
any relationship of employment, agency, joint venture, partnership, or any relationship other than
that of independent contractors. Sponsor and City acknowledge and agree that each of them is
engaged in a separate and independent business and neither shall state, represent, or imply any
interest in or control over the business of the other.
15.15 No City Representations and Warranties; Success of Event. Sponsor agrees and
acknowledges that the City has made no representations and warranties regarding the Event.
Sponsor agrees and acknowledges the City has in no way guaranteed that the Event will be
successful by any person's standard and belief of success.
15.16 Dispute Resolution. If a dispute arises between the parties relating to this Agreement, the
parties agree to use the following procedure prior to either party pursuing other available
remedies: A meeting shall be held promptly between the parties, attended by individuals with
decision -making authority regarding the dispute, to attempt in good faith to negotiate a
resolution of the dispute. If, within fifteen (15) business days after such meeting, the parties
have not succeeded in negotiating a resolution of the dispute, they agree to submit the dispute
to mediation. The parties agree to participate in good faith in the mediation and negotiations
related thereto for a period of twenty (20) days. If the parties are not successful in resolving
the dispute through the mediation, then either party shall be entitled to file a lawsuit.
15.6. No Third -Party Beneficiaries. Nothing in this Agreement is intended or shall
be construed to give any other person or entity any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision contained herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year written above.
CITY OF WINTER SPRINGS,
FLORIDA
By: A�U�4.�
I vin S et, City Manager
Date: 1490 Xr
ORLANDO HEALTH, INC.
ByI � ��
Name/TitletMegan Almasi, Sr. Director ,Community Relations
(Please print)
Date: 9/2/2025
SUPPLEMENTAL ADDENDUM TO AGREEMENT
WAIVER OF LIABILITY AND HOLD HARMLESS AGREEMENT
INFECTIOUS COMMUNICABLE DISEASES INCLUDING COVID-19
As a condition of the use of any CITY OF WINTER SPRINGS ("CITY") Facilities and/or Property (collectively referred to as the "Facilities")
and in consideration of being allowed to use the Facilities and participate in programs, events and activities conducted by Sponsor (collectively
referred to as "Activities") thereon of any kind whatsoever, I, as the Applicant and Sponsor ("Sponsor"), on behalfofthe Sponsor, and any officers,
employees, agents, and contractors under their supervision and control or for whom Sponsor has the capacity to contract, hereby acknowledge and
agree to the following:
1. The Sponsor understands that use of the Facilities includes possible exposure to illness from infectious communicable diseases including, but not
limited to MRSA, influenza, and the novel coronavirus ("COVID-19"). Sponsor understands the hazards of infectious communicable diseases
such as COVID-19 and is familiar with the Centers for Disease Control and Prevention ("CDC") guidelines regarding COVID-19. Sponsor
acknowledges and understands in particular that the circumstances regarding COVID-19 are changing from day to day and that, accordingly, the
CDC guidelines are regularly modified and updated, and Sponsor accepts full responsibility for familiarizing itself with the most recent updates
about COVID-19 and any other infectious communicable disease. Sponsor further recognizes and assumes the risk that while the City has
implemented sanitation procedures for its Facilities, infectious communicable diseases and COVID-19 in particular may remain on surfaces for
days, sanitation procedures do not guarantee in anyway such disease is not present, and other individuals present within or upon the Facilities may
be COVID+ or infected with some other infectious communicable disease and Sponsor accepts the inherent risks associated therewith by entering
the Facilities or engaging in the Activities.
2 Notwithstanding the risks associated with infectious communicable diseases, including but not limited to those specifically set forth herein, which
Sponsor readily acknowledges, it hereby willingly chose to be in or on the Facilities and participate in Activities. Sponsor shall also provide its
officers, employees, agents, and contractors 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, and contractors 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 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.
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. SPONSOR HEREBY KNOWINGLY AND VOLUNTARILY
WAIVES ANY RIGHT TO A JURY TRIAL OF ANY DISPUTE ARISING IN CONNECTION WITH THIS WAIVER AND HOLD HARMLESS
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 this or other Agreements
between Sponsor and City 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 this Sponsorship Agreement.
IN WITNESS WHEREOF, I have signed this Waiver and Agreement on this 2 day of September 2025.
NAME OF APPLICANT/ORGANIZATION: Orlando Health, Inc.
SIGNATURE: li v t-mz'14 7N DI�A
NAME/TITLE: Megan , masi, Sr. Director ,Community Relations
Exhibit A
Exclusivity
The patties intend that Sponsor's Benefits will be exclusive, particularly as to other hospitals, healthcare systems and the
healthcare industry, meaning no Sponsor competitors or competitive products/services/retail operations in the healthcare
industry may be afforded rights or benefits of any kind by the City or one of its Affiliates.
For the purposes of this Agreement, health care industry means the following:
• Hospital and hospital systems
• Hospital and hospital system -affiliated physician practices and business units
• Inpatient and outpatient health care delivery
• Health insurance
• Health care financial technology
• Health care marketing
• Pharmacy
• Any form of `medicine' or `care' delivery (for example, sports medicine, orthopedic care, joint care, pediatric
care, chiropractic care and medicine)
• Any form of health care providers (for example, physicians, nurses, athletic trainers, pharmacists)
• Wellness centers
• Clinical nutrition
• Clinically supported senior living
• Rehabilitation
Notwithstanding the foregoing, the parties agree to work with one another to explore potential Pass -Through Rights or
other collaborative relationships. Nothing herein shall require Sponsor to release its rights to any component of the
healthcare industry, and the release of such rights will be in Sponsor's sole and absolute discretion.
The following business and practice areas are excluded from the Healthcare Partner Category:
• Drug and convenience stores (other than pharmacies within drug or convenience stores)
• General dentistry
• Dental surgery
• Orthodontics
• Fitness centers and studios