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HomeMy WebLinkAboutWideopenwest, Inc. [WOW] Sponsorship Agreement - Celebration of Freedom 2026 02 19 SPONSORSHIP AGREEMENT CELEBRATION OF FREEDOM THIS SPONSORSHIP AGREEMENT ____ day of _____________, 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 WIDEOPENWEST, INC. (d/b/a WOW!), a corporation located at 525 Dauntless Point, Sanford, Florida 32771 (Sponsor ) (collectively, the Parties ). WITNESSETH: WHEREAS, citizens; and WHEREAS, 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 annual special event season to be scheduled and conducted by the City. Specifically, this Agreement shall commence upon Effective Date and terminate when the parties have completed their respective obligations under this Agreement following the conclusion of the Celebration of Freedom Event to be scheduled and held by the City in the year 2026. 2.2 Termination by City. By written notice to Sponsor, the City shall have the right to cancel 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; on or order; federal and/or state law 19 February 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 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 viewpoin 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, 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 Eve in the public interest will be rejected by the City at its sole discretion. 4.3 General Guidelines. This Agreement and the sponsorship benefits provided by the City hereunder shall not be construed or interpreted as the statements that directly or indirectly a services. Materials or communications, including, but not limited to, print, video, internet, broadcast, or display items developed to promote 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, 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 THREE HUNDRED DOLLARS AND 00/100 ($300.00). Said sponsorship amount shall be paid by check made payable to the City of Winter Springs on or before June 01, 2026. 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: Celebration of Freedom (annual Fourth of July event to be held at Central Winds Park, 1000 Central Winds Drive, Winter Springs, FL 32708) to be held on Saturday, July 4, 2026, from 5:00 p.m. until 9:30 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 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 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 Sponsor a 10-foot by 10- chairs, in which Sponsor may promote its company and conduct advertising, dissemination of information, and other City-approved booth related activities. Sponsor shall break down and clean within 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 tent/booth space during the Event. 7.3 Promotional Materials. The Sponsor may distribute marketing and promotional materials from the tent/booth during the Event. 7.4 License and Usage. Sponsor hereby grants the City: (a) a limited, non-exclusive marketing efforts online, in print, on promotional items, and in advertising and signage, in nsorships. If for any reason, the City is unable to deliver any of the sponsorship benefits outlined in this Paragraph, the City will inform the Sponsor as soon as reasonably practicable. The City may substitute alternative benefits of an equivalent value. Furthermore, the City reserves the right to suspend and/or withhold any and all of the sponsorship benefits if Sponsor is in default of any of the terms and conditions set forth in this Agreement. 8.0 Entire Agreement. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or Agreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 9.0 Sovereign Immunity. The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be 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. 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, b 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 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 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), out of, or results from any act or failure to act of Sponsor or any person authorized by 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. 14.0 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, 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 In the event any litigation or controversy arises out of or in 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: TO THE SPONSOR: City of Winter Springs c/o City Manager 1126 East S.R. 434 Winter Springs, FL 32708-2799 (407) 327-5957 (Phone) (407) 327-6686 (Fax) WideOpenWest, Inc. c/o 525 Dauntless Point Sanford, FL 32771 15.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be original; but such counterparts shall together constitute but one and the same instrument. 15.11 Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or Sponsor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, Sponsor shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal business hours of Sponsor be open and freely exhibited to the City for the purpose of examination and/or audit. IF THE SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF 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. 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 s. 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. [Signatures to Follow] IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates written below. SPONSORSHIP AGREEMENT HOMETOWN HARVEST THIS SPONSORSHIP AGREEMENT ____ day of _____________, 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 WIDEOPENWEST, INC. (d/b/a WOW!), a corporation located at 525 Dauntless Point, Sanford, Florida 32771 (Sponsor ) (collectively, the Parties ). WITNESSETH: WHEREAS, 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 annual special event season to be scheduled and conducted by the City. Specifically, this Agreement shall commence upon Effective Date and terminate when the parties have completed their respective obligations under this Agreement following the conclusion of the Hometown Harvest 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; on or order; federal and/or state law 19 February 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 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 viewpoin 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, 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 Eve in the public interest will be rejected by the City at its sole discretion. 4.3 General Guidelines. This Agreement and the sponsorship benefits provided by the City hereunder shall not be construed or interpreted as the statements that directly or indirectly a services. Materials or communications, including, but not limited to, print, video, internet, broadcast, or display items developed to promote 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, 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 TWO HUNDRED DOLLARS AND 00/100 ($200.00). 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: Hometown Harvest (annual fall event to be held at Central Winds Park, 1000 Central Winds Drive, Winter Springs, FL 32708) to be held on Saturday, October 24, 2026, 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 schedule 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 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- chairs, in which Sponsor may promote its company and conduct advertising, dissemination of information, and other City-approved booth related activities. Sponsor shall break-down and clean- within 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 tent/booth space during the Event. 7.3 License and Usage. Sponsor hereby grants the City: (a) a limited, non-exclusive marketing efforts online, in print, on promotional items, and in advertising and signage, in nsorships. If for any reason, the City is unable to deliver any of the sponsorship benefits outlined in this Paragraph, the City will inform the Sponsor as soon as reasonably practicable. The City may substitute alternative benefits of an equivalent value. Furthermore, the City reserves the right to suspend and/or withhold any and all of the sponsorship benefits if Sponsor is in default of any of the terms and conditions set forth in this Agreement. 8.0 Entire Agreement. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or Agreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 9.0 Sovereign Immunity. The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be 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. 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, b 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 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 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), out of, or results from any act or failure to act of Sponsor or any person authorized by Spons 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. 14.0 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, 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 In the event any litigation or controversy arises out of or in 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: TO THE SPONSOR: City of Winter Springs c/o City Manager 1126 East S.R. 434 Winter Springs, FL 32708-2799 (407) 327-5957 (Phone) (407) 327-6686 (Fax) WideOpenWest, Inc. c/o 525 Dauntless Point Sanford, FL 32771 15.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be original; but such counterparts shall together constitute but one and the same instrument. 15.11 Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or Sponsor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, Sponsor shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal business hours of Sponsor be open and freely exhibited to the City for the purpose of examination and/or audit. IF THE SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF 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. 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 s. 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. [Signatures to Follow] IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates written below. SPONSORSHIP AGREEMENT WINTER WONDERLAND THIS SPONSORSHIP AGREEMENT ____ day of _____________, 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 WIDEOPENWEST, INC. (d/b/a WOW!), a corporation located at 525 Dauntless Point, Sanford, Florida 32771 (Sponsor ) (collectively, the Parties ). WITNESSETH: WHEREAS, 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 annual special event season to be scheduled and conducted by the City. Specifically, this Agreement shall commence upon Effective Date and terminate when the parties have completed their respective obligations under this Agreement following the conclusion of the Winter Wonderland 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; on or order; federal and/or state law 19 February 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 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 viewpoin 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, 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 Eve in the public interest will be rejected by the City at its sole discretion. 4.3 General Guidelines. This Agreement and the sponsorship benefits provided by the City hereunder shall not be construed or interpreted as the statements that directly or indirectly a services. Materials or communications, including, but not limited to, print, video, internet, broadcast, or display items developed to promote 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, 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 TWO THOUSAND FIVE HUNDRED DOLLARS AND 00/100 ($2,500.00). 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: Winter Wonderland (annual winter event to be held at the Winter Springs Town Center, Winter Springs, FL 32708) to be held on Saturday, December 5, 2026, from 4:00 p.m. to 8:00 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 schedule 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 unless Sponsor is in default of any of the terms and conditions of this Agreement: 7.1 Industry exclusivity relating to the Event. Sponsor shall enjoy industry exclusivity as to sponsorship of and participation in the Event. For purposes of this Agreement, the internet service provider industry. 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 10-foot by 10- 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 materials, garbage, and other debris, and return 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, for the Event which the City deems appropriate for company logos and names. Placement on such promotional materials is limited to recogn by WideOpenWest, Inc. and may include an approved logo, and may be included on the City website, the Event webpage and emails, Facebook page, newsletter, flyers, press releases and magazines, and other social media outlets utilized by the City. The City will sponsorship of the Event via City social media pages once before and once following the Event. after promotional materials have been produced will not be displayed by the City unless the City delays and financial costs to the City. 7.5 Banner Opportunities for Promotional Business Advertising. The City will allow Sponsor the banner opportunities as provided herein. 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. One (1) banner will be placed in a highly visible and preferable location, to be determined by the City. The banners shall be The Sponsor shall provide its banners to the City at least 14 days prior to each Event. Further, the City will approve the time, placement, and manner for the banner displays during the Event. 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 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 and may be rejecte 7.7 License and Usage. Sponsor hereby grants the City: (a) a limited, non-exclusive marketing efforts online, in print, on promotional items, and in advertising and signage, in nsorships. 7.8 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 opportunity to choose where in the lineup of the Winter Springs Holiday Parade that it will participate. If for any reason, the City is unable to deliver any of the sponsorship benefits outlined in this Paragraph, the City will inform the Sponsor as soon as reasonably practicable. The City may substitute alternative benefits of an equivalent value. Furthermore, the City reserves the right to suspend and/or withhold any and all of the sponsorship benefits if Sponsor is in default of any of the terms and conditions set forth in this Agreement. 8.0 Entire Agreement. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or Agreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 9.0 Sovereign Immunity. The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be 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. 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, b 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 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 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), out of, or results from any act or failure to act of Sponsor or any person authorized by Spons 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. 14.0 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, 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 In the event any litigation or controversy arises out of or in 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: TO THE SPONSOR: City of Winter Springs c/o City Manager 1126 East S.R. 434 Winter Springs, FL 32708-2799 (407) 327-5957 (Phone) (407) 327-6686 (Fax) WideOpenWest, Inc. c/o 525 Dauntless Point Sanford, FL 32771 15.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be original; but such counterparts shall together constitute but one and the same instrument. 15.11 Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or Sponsor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, Sponsor shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal business hours of Sponsor be open and freely exhibited to the City for the purpose of examination and/or audit. IF THE SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF 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. 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 s. 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. [Signatures to Follow] IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates written below.