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HomeMy WebLinkAboutAdventHealth Orlando/Adventist Health System/Sunbelt, INC. Presenting Sponsor Agreement - Winter Wonderland - 2025 10 06PRESENTING SPONSOR AGREEMENT (Winter Wonderland) THIS SPONSORSHIP AGREEMENT ("Agreement") is made and entered into as of the day of 0drier , 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 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 "Winter Wonderland" (winter event) for the benefit and enjoyment of its citizens; and WHEREAS, Sponsor desires to contribute to the City as the presenting sponsor of the Winter Wonderland event over a three (3)-year period ("Event" or "Special 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 be for three (3) annual Winter Wonderland Events to be scheduled and conducted by the City. Specifically, this Agreement shall commence upon the Effective Date and shall terminate when the parties have completed their respective obligations under this Agreement following the conclusion of the 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 the Event 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 Winter Wonderland Presenting Sponsor Agreement 2025-2027 City of Winter Springs and AdventHealth Orlando Page 1 of 12 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 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 Winter Wonderland Presenting Sponsor Agreement 2025-2027 City of Winter Springs and AdventHealth Orlando Page 2 of 12 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 Event 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 Event or the City and its officials into disrepute; (b) disparage the Special Event or the City 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 City and its officials. 5.0 Sponsorship Payment. For the sponsorship benefits provided by the City hereunder, Sponsor shall annually pay to the City an amount equal to Nine Thousand Five Hundred and 00/100 Dollars ($9,500.00). Said sponsorship amount shall be paid by check made payable to the City of Winter Springs in the following installment schedule: (a) No. ater than November 1, 2025, a payment of $9,500.00; (b) No later than November 1, 2026, a payment of $9,500.00; and (c) No later than November 1, 2027, a payment of $9,500.00. The sponsorship payments required by this Paragraph are related to the sponsorship benefits provided solely for the Event described in Paragraph 6.0 of this Agreement and do not extend to any other special Event 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: "Winter Wonderland" (annual winter and holiday light event) to be held at dates, locations, and times to be determined by the City in the month of December of 2025, 2026, Winter Wonderland Presenting Sponsor Agreement 2025-2027 City of Winter Springs and AdventHealth Orlando Page 3 of 12 and 202 7. This event shall consist of multiple holiday lights "drive4hru nights" where cars may drive through the Central Winds Park light displays and one (1) "walk-thru night" where persons may walk through the Central Winds Park light displays. 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 the official presenting 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 healthcare provider services, which relates to and includes hospitals, other emergency medical care providers, and physician groups. The City will not allow any other person or company within said industry to officially sponsor the Event during the term of this Agreement. 7.2 Space for tent/booth provided during Event. The City will provide to Sponsor a I Moot by I Moot (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 marketing information, and other City -approved activities during the Winter Wonderland event. Such provided space shall be located adjacent to where Santa Clause photographs are taken. Upon Sponsor's request made no less than one week prior to the Event, the City will provide one IO- foot by 10-foot tent, one (l) table, and two (2) chairs for use during the Event 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' 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 Winter Wonderland Event. 7.4 Inclusion of Sponsor in City promotions of the Event. If timely provided by Sponsor, the City will include the Sponsor's company logo and/or company name on City promotional materials for the Event. Specifically, the City shall include Sponsor's company name and/or logo on the following promotional materials: recognition via all City social media pages two (2) times — one pre -event promotional post and one post -event appreciation post — combined with recognition of other sponsors; one standalone social media post via all City social media pages recognizing Sponsor as the exclusive presenting sponsor of the Event; all Event digital graphics; promotional emails regarding the Event; promotional flyers for the Event; the City's Event webpage; the Event press release; and one (1) edition of the City newspaper. Winter Wonderland Presenting Sponsor Agreement 2025-2027 City of Winter Springs and AdventHealth Orlando Page 4 of 12 Placement on such promotional materials is limited to recognizing Sponsor's presenting sponsorship of the Event, which will state "Presented by AdventHealth," and may include an approved logo, and may be included on the City website, Facebook page, newsletter, flyers, Event press release, and other social media outlets utilized by the City. 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 and signage opportunities during Event. The City will allow Sponsor the banner and sign opportunities as provided herein. 7.5.1 Banner opportunity at Event location. The City will allow Sponsor to display three (3) promotional banners in preferable locations during the Event. The banners shall be subject to the City's approval in advance of the Event at which they will be displayed by the City. The Sponsor shall provide its banners to the City on or before the 1st of December just prior to each annual Event. Further, the City will approve the time, placement, and manner for the banner display during the Event; said location may be on or across the main stage for the Event, or elsewhere if deemed necessary by the City at the time of the Event, at the discretion of the City. 7.5.2 Street banner. The City will include the Sponsor's logo or name on the street banner utilized by the City to promote the Event. The street banner may include language that the Event is presented by the Sponsor, or such other promotional language as the City may choose. The location of the street banner will be at the discretion of the city. 7.5.3 Pole sign banners. The City will include the Sponsor's logo or name on the pole sign banners utilized by the City to promote the Event. The pole sign banners may include language that the Event is presented by the Sponsor, or such other promotional language as the City may choose. The location of the pole sign banners will be at the discretion of the City. 7.5.4. LED Sign. The City will allow Sponsor to display one exclusive LED sign during the Event. The LED sign shall be subject to the City's approval in advance of the Event at which it will be displayed. The Sponsor shall provide its LED sign to the City on or before the 1st of December just prior to each annual Event. Further, the City will approve the time, placement, and manner for the LED sign display during the Event. The location of the LED sign will be at the discretion of the City. 7.6 Promotional advertising announcements from the mainstage during the Winter Wonderland Event. Intermittently throughout the Winter Wonderland 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 Winter Wonderland Presenting Sponsor Agreement 2025-2027 City of Winter Springs and AdventHealth Orlando Page 5 of 12 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. 7.7 Parade Entry. The City shall provide Sponsor with entry in the annual holiday parade. Entry shall be for one parade float, vehicle, or other similar display. The parade float shall be subject to the City's approval in advance of the Event. Sponsor shall have the opportunity to choose where in the lineup of the Winter Springs Holiday Parade that it will participate. 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. 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. 7.9 First Right of Refusal. Following the expiration of the Agreement term, if the City continues to provide an annual event relating to Winter Wonderland, and so long as Sponsor has not violated the terms of this Agreement, Sponsor will have a first right of refusal relative to continued sponsorship, as the presenting sponsor, of the annual Event. Notwithstanding, the City shall enjoy the right to change any terms of the sponsorship Agreement relating to sponsorship payment amount, or otherwise, and will not be bound to any of the terms in the current Agreement in addressing a continued sponsorship relationship and agreement. 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 Winter Wonderland Presenting Sponsor Agreement 2025-2027 City of Winter Springs and AdventHealth Orlando Page 6 of 12 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 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. 11.0 Indemnification and Hold Harmless. 11.1 For Sponsor's sponsorship, participation in the Event, 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 Event, 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 Event 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. 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 Winter Wonderland Presenting Sponsor Agreement 2025-2027 City of Winter Springs and AdventHealth Orlando Page 7 of 12 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 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 Jay, 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 unless prior written consent is granted by the City Manager. 15.3 Further Assurances. From and after the execution of this Agreement, each of the parties hereto shall fully cooperate with each other and perform any further act(s), execute and deliver any further documents that may be necessary or desirable in order to carry out the purposes and intentions of this Agreement. 15.4 Legal Representation. The parties acknowledge that Anthony A. Garganese, Esquire, and Garganese, Weiss, D'Agresta, &Salzman, P.A., and other attorneys therein, have acted as counsel for the City in connection with this Agreement and the transactions contemplated herein, and have not given legal advice to any party hereto other than the City. 15.5 Severability. If a word, sentence, or paragraph herein shall be declared illegal, unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be severed from Winter Wonderland Presenting Sponsor Agreement 2025-2027 City of Winter Springs and AdventHealth Orlando Page 8 of 12 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 Event is Seminole County. If any dispute concerning this Agreement arises under Federal law, the venue will be the Middle District of Florida, Orlando Division. 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 of 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 Engagement AdventHealth Seminole County Community Engagement Jennifer Napier 601 E. Rollins St. Orlando, FL 32803 (407) 325-4168 Winter Wonderland Presenting Sponsor Agreement 2025-2027 City of Winter Springs and AdventHealth Orlando Page 9 of 12 County Community Senior Manager of 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. 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 THE SPONSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS THE CITY CLERK, AT (407) 327-59559 CITYCLERKDEPARTMENT(&,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 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. 1515 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. 15.16 Amendment of Agreement. Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. Winter Wonderland Presenting Sponsor Agreement 2025-2027 City of Winter Springs and AdventHealth Orlando Page 10 of 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY OF WINTER SPRINGS, FLORIDA ADVENTIST HEALTH SYSTEM/SUNBELT, INC., A FLORIDA NOT FOR PROFIT CORPORATION D/B/A ADVENTHEALTH ORLANDO By: By_ Ke in Swe rt, City Manager Nam /Title:.lennifer Napier, Sr. Mgr Community Engagement (Please print) Date: Date: 10/2/2025 SUPPLEMENTAL ADDENDUM TO AGREEMENT WAIVER OF LIABILITY AND HOLD HARMLESS AGREEMENT INFECTIOUS COMMUNICABLE DISEASES INCLUDING COVID49 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, Event 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 ("COVID49"). 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 COVID49. 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 COVIDA9 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 Winter Wonderland Presenting Sponsor Agreement 2025-2027 City of Winter Springs and AdventHealth Orlando Page 11 of 12 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, COVID49 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 2nd day of October 12024, NAME OF APPLICANT/ORGANIZATION: TION: AdventHealth SIGNATURE: �°� ��/�°�' Winter Wonderland Presenting Sponsor Agreement 2025-2027 City of Winter Springs and AdventHealth Orlando Page 12 of 12