HomeMy WebLinkAboutDive Nerd Outfitters, LLC - Sponsorhip Agreement (Egg-Citing Egg Hunt) 2026 01 23SPONSORSHIP AGREEMENT
EGG -CITING EGG HUNT
(Dive Nerd Outfitters)
THIS SPONSORSHIP AGREEMENT ("Agreement") is made and entered into as of the
23 day of January , 2026, by and between the CITY OF WINTER SPRINGS, a Florida
Municipal Corporation located at 1126 East State Road 434, Winter Springs, Florida 32708
("City"), and DIVE NERD OUTFITTERS, LLC, a Florida Limited Liability Company with a
principal address at 510 Douglas Ave, Suite 1009, Altamonte Springs, Florida 32714 ("Sponsor")
(collectively, the "Parties").
WITNESSETH:
WHEREAS, the City holds certain annual events, inclusive of the "Egg -citing Egg Hunt"
(Spring 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 Tier II (a.k.a Egg -Static)
Sponsor of the 2026 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 one (1) annual Event season, 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 Egg -Citing Egg Hunt Event to be scheduled
and held by the City in the year 2026.
2.2 Termination by City. By written notice to Sponsor, the City shall have the right
to cancel 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;
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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 parry 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.
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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. 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 pay the City an amount equal to SEVEN HUNDRED DOLLARS AND 00/100
$7f 00.00). Said sponsorship amount shall be paid by check made payable to the City of Winter
Springs no less than 30 days prior to the Event. 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: "Egg -
citing Egg Hunt" (annual spring event to be held at Central Winds Park, 1000 Central Winds
Drive, Winter Springs, FL 32708) to be held on Saturday, March 28, 2026. 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
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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 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 two (2) chairs for use by Sponsor, at Sponsor's request. 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.
7.2 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 tentibooth
space during the Event.
7.3 Inclusion of Sponsor in City promotions of the Event. If provided by Sponsor,
the City will include the Sponsor's company logo 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 recognizing Sponsor's sponsorship of the Event, which will
state "Sponsored by Dive Nerd Outfitters," which may include an approved logo, and which may
be included on the City website's Event webpage and City social media pages. The City will
recognize Sponsor's sponsorship of the Event via all City social media pages once before and once
following the Event. 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.
7.4 Banner Opportunities for Promotional Business Advertising. Sponsor may
further promote its business by providing one (1) promotional business -related banner to the City
for placement during the Event at a location chosen at the sole discretion of the City. The banner
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 banner to the City at least fourteen (14) days prior to the Event.
Further, the City will approve the time, placement, and manner for the banner displays during the
Event. If Sponsor desires that such banner be returned following the Event, Sponsor is responsible
for the coordination and pickup from City staff of such banner within one (1) week of the Event.
7.5 Promotional advertising announcements from the mainstage. Intermittently
throughout the Event, the City will provide promotional advertising announcements on behalf of
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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 ten (10) 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.
7.6 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.
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 Soverei2n 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 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
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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 an 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 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 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.
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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 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
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 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 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:
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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 the Sponsor: Dive Nerd Outfitters
Attn: April Pickens
510 Douglas Avenue
Suite 1009
Altamonte Springs, FL 32714
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 Records. 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) 327-5955,
CITYCLERKDEPARTMENT@WINTERSPRINGSFL.ORG, 1126 EAST STATE ROAD
434, FLORIDA 32708.
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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.
15.15 Dispute Resolution. In the event of any dispute between the parties arising out of
this Agreement, the City and Sponsor shall use good faith to promptly resolve their disputes
amicably. In the event they are unsuccessful, the City and Sponsor agree not to commence
litigation until attempting to resolve their dispute through mediation. Each party will equally split
the cost of mediation.
15.16 Amendment of Agreement. Modifications or changes in this Agreement must be
in writing and executed by the parties bound to this Agreement.
15.17. Trafficking. As a condition of this Agreement, Sponsor shall attest under penalty
of perjury, that Sponsor does not use coercion for labor or services as defined in Section 787.06(2),
Florida Statutes. Attestations shall be documented using a Human Trafficking Affidavit as
provided by the City.
[Signatures to Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates
written below.
CITY:
By:
Kevin Sweet
City Manager
Date: Jan 23, 2026
SPONSOR:
Ai2eh
36:O6ESnBy: Apa�
April Pickens
Owner
Date: Jan 23, 2026
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INVOICE
Invoice Number: E2607
Date: January 16, 2026
ATTN: April Pickens
Dive Nerd Outfitters
Due Date: February 26, 2026
Qty Description Unit Price Line Total
Egg -citing Egg Hunt, Egg-StaticTier II Sponsorship $700 $700
• PA Verbal Appreciation from the main stage throughout the event
• Recognition via all social media pages regarding the event two times
(1x pre -event and Ix post -event appreciation)
• Name and logo on the event webpage
• 10 x 10 Space for opportunity to distribute marketing materials
• Table, ten, and 2 chairs provided upon request
• Banner displayed at event (1 total)Benefits of tier I
Total 1 $700
Please make all checks payable to the City of Winter Springs. Indicate "ATTN: Maura Caruso" on the
envelope if mailing payment.
Thank you for supporting our community!
1126 East State Rd. 434, Winter Springs, FL 32708 Phone: 407-327-6593