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HomeMy WebLinkAbout2026 05 11 Regular 501 - Naming Rights and Sponsorship Agreements for Eagle Nest ParkREGULAR AGENDA ITEM 501 CITY COMMISSION AGENDA | MAY 11, 2026 REGULAR MEETING TITLE Naming Rights and Sponsorship Agreements for Eagle Nest Park SUMMARY The City desires to utilize a portion of City owned property at the intersection of Michael Blake Blvd. and the Cross Seminole Trail to develop a pocket park with educational materials focusing on Florida native landscaping, water conservation, and stormwater best practices for homeowners. City staff has collaborated with staff from the St. Johns River Water Management District and Seminole County on a project approach to achieve the desired outcomes. The direct cost associated with the development of this park will be fully funded by external contributions. To cover the expenses of these construction efforts City staff has received monetary or in-kind commitments from the following companies: $20,000 The Wharton-Smith Foundation, Inc. $5,000 Natures Care Orlando L.L.C (in-kind donation of labor for professional installation of landscape material) $2,500 Waste Pro of Florida, Inc. Carrollo Engineers, Inc. Kimely Horn and Associates Inc. Empire Pipe & Supply Company, Inc. Pat's Pump & Blower, L.L.C. Proposed Park Amenities & Features Include: Kiosk with educational signage on Florida native landscaping, water conservation, and stormwater best practices Pervious gravel walking paths and seating areas Florida native trees: Sweet Acacia Flowering Dogwood 137 Fringe Tree Southern Magnolia Florida Native Shrubs and Flowers: Coreopsis Pink Muhly Beautyberry Wild Coffee Fire Bush Florida Anise Milkweed Lantana Beach Sunflower Swamp Sunflower Lyreleaf Sage Blue Phlox Blue Violet Florida Green eyes Columbine Stokes Aster Soft Green Eyes Coastalplain Honeycombhead Jacquemontia Golden Ragwort Pending approval by the City Commission construction is anticipated to begin in mid- late June with an anticipated completion date of early August. FUNDING SOURCE No City funds will be utilized for this project, all construction costs will be covered by monetary and in-kind contributions. Post construction operations and maintenance expenses for the park will be covered by available funds from the Parks and Grounds maintenance budget for the remainder of FY26 and in future fiscal years. No new budget requests will be submitted for any future O&M expenses. RECOMMENDATION City Staff is recommending the Commission approve the naming rights agreement for The Wharton-Smith Foundation, Inc. for Eagle Nest Park. Pursuant to the provisions contained within Chapter 2 Article IX of the City Code which addresses procedures for naming of buildings, parks and streets this authority is solely vested in the City Commission. Additionally staff is recommending approval of sponsorship agreements for the project from the following companies: Natures Care Orlando L.L.C, Waste Pro of Florida, Inc., 138 Kimley Horn and Associates Inc., Carrollo Engineers, Inc., Empire Pipe & Supply Company, Inc., and Pat's Pump & Blower, L.L.C. Staff further requests authorization for the City Manager to execute these agreements on behalf of the City. 139 1 Eagle Nest Park A collaborative outreach project between the City of Winter Springs, Seminole County, and St. Johns River Water Management District to educate residents on water conservation, Florida native landscaping, and stormwater best practices. 140 2 Proposed Project Site The City of Winter Springs owns approximately .36 acres of property at the intersection of Michael Blake Blvd and the Cross Seminole Trail. This location is ideal for the outreach project as it is accessible by users of the trail and centrally located within Winter Springs. The proposed garden would be approximately 65’X65’ leaving the remaining space as open green space. 141 3 Park Amenities & Features •Kiosk with educational signage on Florida native landscaping, water conservation, and stormwater best practices •Pervious gravel walking paths and seating areas •Florida native trees: •Sweet Acacia •Flowering Dogwood •Fringe Tree •Southern Magnolia •Florida Native Shrubs and Flowers: •Coreopsis •Pink Muhly •Beautyberry •Wild Coffee •Fire Bush •Florida Anise •Milkweed •Lantana •Beach Sunflower •Swamp Sunflower •Lyreleaf Sage •Blue Phlox •Blue Violet •Florida Green eyes •Columbine •Stokes Aster •Soft Green Eyes •Coastalplain Honeycombhead •Jacquemontia •Golden Ragwort Southern Magnolia Lantana Blue Phlox Beach Sunflower 142 4 Project Design & Conceptual Rendering *conceptual rendering not to scale 143 5 Project Sponsors 144 Eagle Nest Park Naming Rights Agreement City of Winter Springs and Wharton-Smith Foundation, Inc. Page 1 of 10 NAMING RIGHTS AGREEMENT EAGLE NEST PARK THIS NAMING RIGHTS AGREEMENT (“Agreement”) is made and entered into this _______ day of ______________________, 2026 (“Effective Date”), by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation located at 1126 E. State Road 434, Winter Springs, Florida 32708 (“City”) and WHARTON-SMITH FOUNDATION, INC., a Florida Not For Profit Corporation whose principal address is 750 Monroe Rd., Sanford, Florida 32771 (“Wharton-Smith Foundation”) (collectively, the “Parties”). WITNESSETH WHEREAS, the City owns approximately 0.36 acres of real property, more or less, which is generally located at the intersection of Michael Blake Blvd. and the Cross Seminole Trail (Parcel Id. 06-21-31-508-0P10-0000) (the “Subject Property”); and WHEREAS, the City, in collaboration with the St. Johns River Water Management District and Seminole County, intends to develop the Subject Property as a park containing a garden and greenspace areas for the purpose of educating residents and visitors on Florida native landscaping, water conservation, and stormwater best management practices (the “Eagle Nest Park” or the “Park”); and WHEREAS, the construction of Eagle Nest Park shall culminate in a “Grand Opening Ceremony Ceremony,” to be held by the City of Winter Springs upon completion of the Park, at a date and time determined in the City’s sole discretion; and WHEREAS, the City and Wharton-Smith Foundation desire to enter into an agreement whereby the City will grant Wharton-Smith Foundation certain naming rights to Eagle Nest Park under the terms and conditions stated in this Agreement. NOW THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration 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 and Notice of Renewal. The initial term of this Agreement shall commence on the Effective Date and continue for a period of five (5) years, unless earlier terminated in accordance with the provisions of this Agreement. Following the initial term, the Parties may renew this Agreement by mutual written agreement. 145 Eagle Nest Park Naming Rights Agreement City of Winter Springs and Wharton-Smith Foundation, Inc. Page 2 of 10 3.0 Naming Rights – Eagle Nest Park; Other Benefits. During the term of this Agreement, Eagle Nest Park shall be named the “Wharton-Smith Foundation Eagle Nest Park,” or such substantially similar name as is mutually agreed upon in writing by the Parties. The naming of Eagle Nest Park may include the respective logos of Wharton-Smith Foundation and the City. The naming rights and other benefits granted to Wharton-Smith Foundation hereunder are conditioned upon Wharton-Smith Foundation fulfilling its payment and other obligations as explicitly stated herein and not engaging in conduct that is detrimental to the City’s recognition. The naming rights and other benefits awarded to Wharton-Smith Foundation under this Agreement shall be as follows: (a) Wharton-Smith Foundation’s name and logo shall be displayed prominently on both the welcome kiosk and main sign located at Eagle Nest Park. (b) Wharton-Smith Foundation’s logo shall additionally be placed on one educational sign located in Eagle Nest Park. (c) Wharton-Smith Foundation’s name shall be placed on one bench, picnic table, or other seating area at Eagle Nest Park. The type of seating area to be provided shall be at the sole discretion of the City. (d) Wharton-Smith Foundation shall receive recognition as the primary sponsor in all official City communications concerning Eagle Nest Park. This shall include recognition on the City’s website, in City social media posts, and in the City’s newsletter. (e) Wharton-Smith Foundation shall be recognized for its contribution as the primary naming sponsor of Eagle Nest Park in at least one (1) standalone social media post from a City social media account. (f) Wharton-Smith Foundation shall be featured in a press release from the City recognizing Wharton-Smith Foundation as the naming sponsor of Eagle Nest Park. (g) A representative from Wharton-Smith Foundation shall be afforded the opportunity to speak at Eagle Nest Park Grand Opening Ceremony. (h) Wharton-Smith Foundation shall be afforded the opportunity to provide a free giveaway at the Grand Opening Ceremony of Eagle Nest Park. The giveaway shall consist only of small, branded items such as seed packets or reusable water bottles. The City shall approve the items to be distributed at the giveaway in advance of the Grand Opening Ceremony. (i) Wharton-Smith Foundation shall be afforded the opportunity to provide branded educational materials at the Grand Opening Ceremony. The educational materials shall consist of brochures or digital media slides concerning sustainability, water 146 Eagle Nest Park Naming Rights Agreement City of Winter Springs and Wharton-Smith Foundation, Inc. Page 3 of 10 conservation, native landscaping, or similar. The City shall approve of the educational materials to be distributed at the Grand Opening Ceremony in advance of the event. 3.1 The Parties agree to act in good faith to agree upon the exact size, location, and/or depiction of Wharton-Smith Foundation’s name and logo to be employed by the City in all printed or web-based content, which depiction shall be designed at Wharton-Smith Foundation’s sole cost and expense. 3.2 Wharton-Smith Foundation hereby grants to the City a limited, non-exclusive license to use Wharton-Smith Foundation’s name and logo for purpose of communicating Wharton-Smith Foundation’s sponsorship of and naming rights to Eagle Nest Park. The City may use Wharton-Smith Foundation’s name or logo in marketing efforts online, in print, on promotional items, and in advertising and signage, in accordance with the naming rights benefits outlined above. 3.3 The naming rights granted under this Section are limited to Eagle Nest Park and do not apply to any other City parks, City facilities, or special events. 3.4 Should the welcome kiosk, main sign, educational signage, and/or seating areas bearing Wharton-Smith Foundation’s name and logo be destroyed or damaged such that Wharton- Smith Foundation’s name and logo are removed or not clearly visible, the City shall make reasonable efforts to repair such item(s) and restore the logo in a timely manner, at the City’s sole discretion. The City is under no continuing obligation to replace items which have been destroyed and cannot reasonably be repaired, but may replace such items at its discretion. 4.0 Industry Exclusivity – Eagle Nest Park; Other Sponsors. During the term of this Agreement, the City shall not enter into any agreement with a general contractor or construction management firm for the naming rights to a structure or space within Eagle Nest Park. However, nothing under this Agreement shall limit or prohibit the City from retaining and using other sponsors at Eagle Nest Park, provided the sponsorship materials from any other sponsors neither interfere with the display of the naming rights granted to Wharton-Smith Foundation under Section 3.0 herein nor directly compete with or conflict with Wharton-Smith Foundation’s core business, purpose, or brand identity. 5.0 Consideration – Naming Rights Fee. In exchange for the naming rights and other benefits granted under this Agreement, Wharton-Smith Foundation shall pay the City a total sum of TWENTY THOUSAND DOLLARS AND 00/100 ($20,000.00) (the “Rights Fee”). Wharton-Smith Foundation shall pay the Rights Fee to the City in one lump-sum payment, due and payable on the Effective Date. All payments due the City hereunder shall be remitted to: the City of Winter Springs, 1126 E. State Road 434, Winter Springs, Florida 32801, Attn: Finance Department. 6.0 Operation and Maintenance of Eagle Nest Park. The City will be solely responsible for operating and maintaining Eagle Nest Park in a condition suitable for public use. Wharton- 147 Eagle Nest Park Naming Rights Agreement City of Winter Springs and Wharton-Smith Foundation, Inc. Page 4 of 10 Smith Foundation shall refrain from engaging in activities that would interfere with the City’s operation and maintenance of Eagle Nest Park. 7.0 Damage To Eagle Nest Park. In the event that Eagle Nest Park is damaged by fire, natural disaster, vandalism, or other unforeseen events, the City shall use reasonable efforts to repair or restore the park in a timely manner. If Eagle Nest Park cannot be reasonably repaired or restored within six (6) months, the Parties shall negotiate in good faith a prorated refund of the Rights Fee or an alternative resolution, such as extending the term of the Agreement at no additional cost to Wharton-Smith Foundation. Further, if Eagle Nest Park is permanently closed, Wharton-Smith Foundation shall have the right to terminate this Agreement and receive a pro-rata refund of the prepaid Rights Fee. 8.0 Default and Remedies. 8.1 If either party fails to perform its obligations under this Agreement and such failure continues for a period of thirty (30) days after written notice from the non-defaulting party, the non-defaulting party may terminate this Agreement. 8.2 In the event of termination due to Wharton-Smith Foundation’s default, the City shall have the right to remove all references to Wharton-Smith Foundation’s name and logo from Eagle Nest Park and remove all Wharton-Smith Foundation marketing and promotional materials. Further, Wharton-Smith Foundation shall forfeit any paid Rights Fee made to the City pursuant to Section 5.0. 8.3 In the event of termination due to the City’s default, Wharton-Smith Foundation shall be entitled to a refund of a pro-rata portion of any paid Rights Fee made to the City pursuant to Section 5.0 for the period in which the City was in default. 9.0 General Provisions. 9.1 The parties acknowledge and agree that the City solicits sponsors and advertisers for City facilities 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 and naming rights 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. 9.2 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 148 Eagle Nest Park Naming Rights Agreement City of Winter Springs and Wharton-Smith Foundation, Inc. Page 5 of 10 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 Wharton-Smith Foundation’s viewpoint. Wharton-Smith Foundation 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 Naming Rights Agreement with Wharton-Smith Foundation does not constitute an endorsement of Wharton-Smith Foundation or any other sponsor or any of their services and products, but said Agreement does imply an affiliation between the City and Wharton-Smith Foundation. Such affiliation can affect the reputation of the City among its citizens and its ability to govern effectively. Therefore, any proposal, material, or services offered by Wharton-Smith Foundation at the Subject Property 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. 9.3 This Agreement and the naming rights benefits provided by the City hereunder shall not be construed or interpreted as the City’s endorsement of Wharton-Smith Foundation’s organization, products, or services. The City will not make any statements that directly or indirectly advocate or endorse Wharton-Smith Foundation or any other sponsor 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. 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. 9.4 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 Wharton-Smith Foundation regarding any of these First Amendment activities should they occur during a special event, even if said activities interfere, conflict, or impede Wharton- Smith Foundation’s benefits provided under this Agreement. 149 Eagle Nest Park Naming Rights Agreement City of Winter Springs and Wharton-Smith Foundation, Inc. Page 6 of 10 10.0 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. 11.0 Sovereign Immunity. The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the City’s right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City’s potential liability under state or federal law. Nothing in this Agreement is intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement. 12.0 Insurance. The City requires event and naming rights sponsors to maintain general liability insurance. As such, for Wharton-Smith Foundation’s naming rights to Eagle Nest Park and performance under this Agreement, Wharton-Smith Foundation 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 their performance under this Agreement including, but not limited to, Wharton-Smith Foundation’s receipt and exercise of any and all 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. Wharton-Smith Foundation 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. Wharton-Smith Foundation 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 Wharton-Smith Foundation in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify Wharton-Smith Foundation in writing thereof within thirty (30) days of the date of delivery of such certificate to the City. Wharton-Smith Foundation shall continuously maintain such insurance in the amount, type, and quality as required by this paragraph during the term of this Agreement. 13.0 Indemnification and Hold Harmless. 13.1 Wharton-Smith Foundation 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 Wharton-Smith Foundation’s use of the naming rights granted hereunder and any act or failure to act of Wharton-Smith Foundation or any person authorized by Wharton-Smith Foundation related in any way whatsoever to Wharton-Smith Foundation’s performance under this Agreement, except to the extent caused by the City’s negligence or willful misconduct. 150 Eagle Nest Park Naming Rights Agreement City of Winter Springs and Wharton-Smith Foundation, Inc. Page 7 of 10 13.2 The indemnification provided above shall obligate Wharton-Smith Foundation 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. 14.0 Non-Liability of City Officials and Employees. No City elected or appointed official or City employee shall be personally liable to Wharton-Smith Foundation, or any successor in interest, in the event of a Default or breach by the City of any term or condition of this Agreement. Wharton-Smith Foundation hereby waives and releases any claim Wharton-Smith Foundation may have against any City elected or appointed officials or City employees with respect to any default or breach by the City. 15.0 Wharton-Smith Foundation’s Signatory. The undersigned person executing this Agreement on behalf of Wharton-Smith Foundation hereby represents and warrants that they have the full authority to sign said Agreement for Wharton-Smith Foundation and to fully bind Wharton- Smith Foundation to the terms and conditions set forth in this Agreement. 16.0 General Miscellaneous Provisions. The following general miscellaneous provisions shall apply to this Agreement. 16.1 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. 16.2 No Assignment. This Agreement shall not be assigned or transferred unless prior written consent is granted by the City Commission. 16.3 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. 16.4 Section Reference. Unless the context clearly indicates otherwise, reference in this Agreement to a whole number section (e.g., 3.0) shall include all related subsections (e.g., 3.1, 3.2, etc.) 16.5 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. 151 Eagle Nest Park Naming Rights Agreement City of Winter Springs and Wharton-Smith Foundation, Inc. Page 8 of 10 16.6 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. 16.7 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. 16.8 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. 16.9 Notices. Any notice, request, instruction, or other document to be given as part of this Agreement shall be in writing and shall be deemed given under the following circumstances: when delivered in person; or three (3) business days after being deposited in the United States Mail, postage prepared, certified or registered; or the next business day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmission, with receipt acknowledged upon transmission; and addressed as follows (or to such other person or at such other addresses, of which any party hereto shall have given written notice as provided herein): TO THE CITY: City Manager City of Winter Springs 1126 East S.R. 434 Winter Springs, FL 32708-2799 (407) 327-5957 (Phone) (407) 327-6686 (Fax) TO SPONSOR: WHARTON-SMITH FOUNDATION, INC. 750 Monroe Rd. Sanford, FL 32771 Copy to: WHWW, INC. Registered Agent of Wharton-Smith Foundation, Inc. 329 Park Avenue North, Second Floor Winter Park, FL 32789 16.10 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. 16.11 Public Records. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of Wharton-Smith Foundation related, directly or indirectly, to this Agreement, may be deemed to be 152 Eagle Nest Park Naming Rights Agreement City of Winter Springs and Wharton-Smith Foundation, Inc. Page 9 of 10 a Public Record whether in the possession or control of the City or Wharton-Smith Foundation. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of Wharton-Smith Foundation 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, Wharton-Smith Foundation 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 Wharton- Smith Foundation be open and freely exhibited to the City for the purpose of examination and/or audit. IF WHARTON-SMITH FOUNDATION HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE WHARTON- SMITH FOUNDATION’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS THE CITY CLERK, AT (407) 327-5955, CITYCLERKDEPARTMENT@WINTERSPRINGSFL.ORG, 1126 EAST STATE ROAD 434, FLORIDA 32708. 16.12 Interpretation. Both the City and Wharton-Smith Foundation 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. 16.13 No Joint Venture. This Agreement shall not in any way be deemed to create a joint venture or principal-agent relationship between Wharton-Smith Foundation and the City. 16.14 No City Representations and Warranties; Success of Naming Rights. Wharton-Smith Foundation recognizes that the City has made no representations and warranties regarding the success of Eagle Nest Park or Wharton-Smith Foundation’s naming rights thereto. Wharton-Smith Foundation agrees and acknowledges that the City has in no way guaranteed that Eagle Nest Park or Wharton-Smith Foundation’s naming rights thereto will be successful by any person’s standard and belief of success. 16.15 Dispute Resolution. In the event of any dispute between the parties arising out of this Agreement, the City and Wharton-Smith Foundation shall use good faith to promptly resolve their disputes amicably. The parties agree to not commence litigation until attempting to resolve any disputes through mediation. Each party shall equally split the cost of mediation. 16.16 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] 153 Eagle Nest Park Naming Rights Agreement City of Winter Springs and Wharton-Smith Foundation, Inc. Page 10 of 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY OF WINTER SPRINGS, FLORIDA WHARTON-SMITH FOUNDATION, INC. By:_________________________ By:__________________________ Kevin Sweet, City Manager Name/Title: ________________________ (Please print) Date: _______________ Date: _____________ 154 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Nature’s Care Orlando, LLC Page 1 of 11 SPONSORSHIP AGREEMENT EAGLE NEST PARK THIS SPONSORSHIP AGREEMENT (“Agreement”) is made and entered into as of the ____ day of ___________________, 2026 (the “Effective Date”), by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation located at 1126 E. State Road 434, Winter Springs, Florida 32708 (“City”) and NATURE’S CARE ORLANDO, LLC, a Florida limited liability company with a principal address at 747 Commerce Blvd, Suite A, Long wood, Florida 32750 (“Sponsor”) (collectively, the “Parties”). WITNESSETH: WHEREAS, the City owns approximately 0.36 acres of real property, more or less, which is generally located at the intersection of Michael Blake Blvd. and the Cross Seminole Trail (Parcel Id. 06-21-31-508-0P10-0000) (the “Subject Property”); and WHEREAS, the City, in collaboration with the St. Johns River Water Management District and Seminole County, intends to develop the Subject Property as a park containing a garden and greenspace areas for the purpose of educating residents and visitors on Florida native landscaping, water conservation, and stormwater best management practices (the “Eagle Nest Park” or the “Park”); and WHEREAS, Sponsor desires to contribute to the City by sponsoring the City’s Eagle Nest Park project by contributing in-kind landscaping services once construction of the Park is completed; and WHEREAS, in consideration of the Sponsor ’s contribution of in-kind landscaping services to the City in support of the Park project, the City desires to provide the Sponsor with the sponsorship benefits as more specifically set forth herein. NOW, THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration which the parties acknowledge has been received, the parties agree as follows: 1.0 Incorporation of Recitals. The foregoing recitals are true and correct and by this reference are fully incorporated into this Agreement. 2.0 Term; Termination. 2.1 Term. The term of this Agreement shall commence upon the Effective Date and shall terminate when the Parties have completed their respective obligations under this Agreement. 155 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Nature’s Care Orlando, LLC Page 2 of 11 2.2 Post-Termination Obligations. Following the expiry of this Agreement’s Term, should the welcome kiosk or any other items at the Park bearing Sponsor’s logo be damaged such that Sponsor’s logo is removed or no longer clearly visible, the City shall make reasonable efforts to repair the kiosk and restore Sponsor’s logo in a timely manner, at the City’s sole discretion. Following the Term of this Agreement, the City is under no continuing obligation to replace items which have been destroyed and which cannot reasonably be repaired. 2.3 Termination. If either party fails to perform its obligations under this Agreement and such failure continues for a period of thirty (30) days after written notice from the non- defaulting party, the non-defaulting party may terminate this Agreement. In the event of termination due to Sponsor’s default, the City has the right to remove all references to Sponsor’s name and logo from Eagle Nest Park. In the event of termination due to the City’s default, Sponsor shall be entitled to a refund of the entire Sponsorship Payment provided to the City. 3.0 General Provisions. 3.1 General Scope and Context of Sponsorship. The Parties acknowledge and agree that the City solicits sponsors and advertisers for parks and recreation events and projects 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. 3.2 Permissible Sponsors and Message Content. The Parties acknowledge and agree that the areas of City owned or leased property, or portions thereof, including the Subject Property, 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 156 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Nature’s Care Orlando, LLC Page 3 of 11 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, or services offered by Sponsor at the Subject Property 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. 3.3 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. 3.4 Other Public Forum Areas. The parties acknowledge and agree that City owned or leased property, such as roads, sidewalks and parks, including the Subject Property, may at some or all times 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 at Eagle Nest Park, even if said activities interfere, conflict, or impede the sponsorship benefits provided to Sponsor under this Agreement. 3.5 Conflicts. Sponsor, and their employees, agents, contractors, and representatives, shall not do, or omit to do, anything which may: (a) bring the Eagle Nest Park or the City and its officials into disrepute; disparage the Eagle Nest Park or the City or its officials; (c) damage goodwill associated with the Eagle Nest Park; or (d) be otherwise prejudicial to the image and/or reputation the City or its officials. 4.0 Sponsorship Services. For the sponsorship benefits provided by the City, Sponsor shall provide the City with in-kind landscape maintenance services valued at five thousand dollars and 00/100 ($5,000.00) (the “Services”). The Services shall involve general landscape maintenance which may include but are not limited to: mowing and turf care; pruning and trimming of shrubs, hedges, and ornamentals; weedeater trimming; edging; weeding; pruning and tree trimming; removal of grass clippings and other debris; and mulching. The precise Services to be performed and the timing of said Services shall be at the discretion of the City, 157 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Nature’s Care Orlando, LLC Page 4 of 11 and shall be confirmed by the City in writing prior to the Sponsor providing any services under this Agreement. 4.1 Provision of Services. Sponsor shall provide the Services following the City’s completion of construction of the Park. Sponsor shall provide the Services only upon receiving written confirmation from the City that services are needed and shall perform only the Services requested by the City. Upon completion of the Services to the City’s satisfaction, the Sponsor shall provide the City with an invoice which details what services were performed and which contains an accurate representation of the cost of such Services. The Sponsor shall provide no more than five thousand dollars ($5,000.00) worth of Services over the course of this Agreement. Sponsor may provide the Services over the course of multiple requests for service until the value of the Services provided totals $5,000.00. The City shall not be required to compensate the Sponsor for the value of any Services rendered which exceeds the $5,000.00 amount provided for in this Sponsorship Agreement. The Sponsor recognizes that the City owes to the Sponsor only the Sponsorship Benefits as provided in this Agreement and does not owe to Sponsor any further consideration, monetary or otherwise. 4.2 Responsibilities of Sponsor. Sponsor shall do, perform and carry out in a professional manner all Services required to be performed by this Agreement. Sponsor shall also use the degree of care and skill in performing the Services that are ordinarily exercised under similar circumstances by reputable members of Sponsor ’s profession working in the same or similar locality as the Sponsor. The Sponsor (for itself and any of its employees, contractors, partners, and agents used to perform the Services) hereby warrants unto the City that all of its employees (and those of any of its contractors, partners, and agents used to perform the Services) have sufficient experience to properly complete the Services specified herein or as may be performed pursuant to this Agreement. In pursuit of any Services, the Sponsor shall supervise and direct the Services, using its best skill and attention and shall enforce strict discipline and good order among its employees. The Sponsor shall comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance of the Services. Precautions shall be exercised at all times for the protection of all persons (including the City’s employees) and property. The safety provisions of all applicable laws, regulations, and codes shall be observed. Hazards arising from the use of vehicles, machinery, and equipment shall be guided or eliminated in accordance with the highest accepted standard of safety. Sponsor shall be solely and absolutely responsible and assume all liability for the safety and supervision of its principals, employees, contractors, and agents while performing Services provided hereunder. 4.3 Independent Contractor. The Sponsor and his or her employees or agents performing under this contract are not employees or agents of the City. The Sponsor will not hold himself/herself out as nor claim to be an officer or employee of the City by reason of this contract. With regard to any and all Services performed hereunder, it is specifically understood and agreed to by and between the parties hereto that the contractual relationship between the City and Sponsor is such that the Sponsor is an 158 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Nature’s Care Orlando, LLC Page 5 of 11 independent contractor and not an agent of the City. The Sponsor, its contractors, partners, agents, and their employees are independent contractors and not employees of the City. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent contractor, between the City, on one hand, and the Sponsor, its contractors, partners, employees, or agents, during or after the performance of the Services under this Agreement. 4.4 Force Majeure. Any delay or failure of either party in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion; riot; war; sabotage; strikes (except involving Service Providers labor force); extraordinary breakdown of or damage to City's affiliates' generating plants, their equipment, or facilities; 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 party affected; provided that prompt notice of such delay is given by such party to the other and each of the parties hereunto shall be diligent in attempting to remove such cause or causes. If any circumstance of Force Majeure remains in effect for sixty days, either party may terminate this Agreement. Monetary damages shall not be awarded in the event of force majeure. 5.0 Sponsorship of Eagle Nest Park. This Agreement shall be solely for the Sponsor’s sponsorship the City’s construction of Eagle Nest Park. Eagle Nest park will be located on a City-owned parcel of approximately 0.36 acres of real property generally located at the intersection of Michael Blake Blvd. and the Cross Seminole Trail (Parcel Id. 06-21-31-508- 0P10-0000). Eagle Nest Park will be designed, constructed, and developed by the City of Winter Springs in collaboration with the St. Johns River Water Management District and Seminole County. Eagle Nest Park will contain a garden, greenspace areas, and other features for the purpose of educating residents and visitors on Florida native landscaping, water conservation, and stormwater best management practices. The construction and development of Eagle Nest Park shall culminate in a Grand Opening Ceremony, to be held by the City of Winter Springs upon completion of the Park. The benefits granted to Sponsor hereunder are conditioned upon Sponsor fulfilling its obligations as explicitly stated herein and not engaging in conduct that is detrimental to the City’s recognition. The benefits provided to Sponsor under this Agreement shall be as follows: (a) Sponsor’s logo shall be featured on the welcome kiosk at Eagle Nest Park for as long as the welcome kiosk remains at Eagle Nest Park. (b) Sponsor’s logo shall be featured on one (1) educational sign at the Park for so long as the educational sign remains at the Park. (c) Sponsor shall receive recognition as a sponsor of Eagle Nest Park on the City’s website. 159 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Nature’s Care Orlando, LLC Page 6 of 11 (d) Sponsor shall receive recognition as a sponsor of Eagle Nest Park via one (1) edition of the City Newsletter. This recognition via the City Newsletter shall occur alongside the recognition of other sponsors of the Park. (e) Sponsor shall receive recognition as a sponsor of Eagle Nest Park via one (1) standalone spotlight post from a City social media account. (f) Sponsor shall receive recognition during the Grand Opening Ceremony. (g) Sponsor shall be afforded the opportunity to provide a free giveaway at the Grand Opening Ceremony of Eagle Nest Park. The giveaway shall consist only of small, branded items such as seed packets or reusable water bottles. The City shall approve the items to be distributed at the giveaway in advance of the Grand Opening Ceremony. (h) Sponsor shall be featured in a press release from the City recognizing Sponsor as an official sponsor of Eagle Nest Park. 5.1 The Parties agree to act in good faith to agree upon the exact size, location, and/or depiction of Sponsor’s logo to be employed by the City in all printed or web-based content, which depiction shall be designed at Sponsor’s sole cost and expense. 5.2 Sponsor hereby grants the City a limited, non-exclusive license to use Sponsor’s name and logo for purpose of communicating Sponsor’s sponsorship of Eagle Nest Park. The City may use Sponsor’s name and/or logo in marketing efforts online, in print, on promotional items, and in advertising and signage, in accordance with the benefits outlined above. 6.0 Operation and Maintenance of Eagle Nest Park. The City will be solely responsible for operating and maintaining Eagle Nest Park in a condition suitable for public use. Sponsor shall refrain from engaging in activities that would interfere with the City’s operation and maintenance of the Park, except as otherwise provided herein. 7.0 General Provisions. 7.1 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. 7.2 Sovereign Immunity. The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the City’s right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City’s potential liability under state or federal law. Sponsor agrees that City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, City shall not be liable for any claim or judgment, or 160 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Nature’s Care Orlando, LLC Page 7 of 11 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. 7.3 General Liability Insurance. The City requires sponsors to maintain general liability insurance. As such, for Sponsor’s 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 performance under this Agreement including, but not limited to, Sponsor’s receipt and exercise of any and all sponsorship benefits received under this Agreement. The insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence combined single limit for bodily injury liability and property damage liability. Sponsor shall furnish an insurance certificate naming the City as an additional insured for purposes of the required general liability insurance to include the expiration date of such coverage. Sponsor shall be solely responsible to pay the deductible, if any, relating to any claim made against the insurance coverages provided under this Agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by Sponsor in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify Sponsor in writing thereof within thirty (30) days of the date of delivery of such certificate to the City. Sponsor shall continuously maintain such insurance in the amount, type, and quality as required by this paragraph during the term of this Agreement. 7.4 Indemnification and Hold Harmless. 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 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. 7.5 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. 161 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Nature’s Care Orlando, LLC Page 8 of 11 7.6 Standard of Care. In exercising its sponsorship benefits 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 Grand Opening Ceremony or otherwise associated with its performance under this Agreement. 7.7 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. 7.8 Miscellaneous. The following general miscellaneous provisions shall apply to this Agreement: (a) No Assignment. This Agreement shall not be assigned or transferred unless prior written consent is granted by the City Manager. (b) 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. (c) 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. (d) 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. (e) 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. (f) 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. 162 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Nature’s Care Orlando, LLC Page 9 of 11 (g) 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. (h) 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. (i) Notices. Any notice, request, instruction, or other document to be given as part of this Agreement shall be in writing and shall be deemed given under the following circumstances: when delivered in person; or three (3) business days after being deposited in the United States Mail, postage prepared, certified or registered; or the next business day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmission, with receipt acknowledged upon transmission; and addressed as follows (or to such other person or at such other addresses, of which any party hereto shall have given written notice as provided herein): To the City: City of Winter Springs Attn: City Manager 1126 E. SR 434 Winter Springs, FL 32708 P: (407) 327-5957 F: (407) 327-6686 To the Sponsor: Nature’s Care Orlando, LLC Attn: Jaime Beaulieu 747 Commerce Circle, Suite A Longwood, Florida 32750 P: (321) 316-4798 F: (321) 285-2151 (j) 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. (k) 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 163 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Nature’s Care Orlando, LLC Page 10 of 11 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. (l) 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. (m) 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. (n) No City Representations and Warranties; Success. Sponsor agrees and acknowledges that the City has made no representations and warranties regarding the Park. Sponsor agrees and acknowledges the City has in no way guaranteed that the Park or Grand Opening Ceremony will be successful by any person’s standard and belief of success. (o) 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. (p) Amendment of Agreement. Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. (q) Trafficking. As a condition of this contract, Contractor shall attest under penalty of perjury, that Contractor 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates written below. 164 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Nature’s Care Orlando, LLC Page 11 of 11 CITY: SPONSOR: By:__________________________ By:_________________________________ Kevin Sweet Print:_______________________________ City Manager Title:_______________________________ Date: ____________ Date: ____________ 165 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Kimley-Horn and Associates, Inc. Page 1 of 8 SPONSORSHIP AGREEMENT EAGLE NEST PARK THIS SPONSORSHIP AGREEMENT (“Agreement”) is made and entered into as of the ____ day of ___________________, 2026 (the “Effective Date”), by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation located at 1126 E. State Road 434, Winter Springs, Florida 32708 (“City”) and KIMLEY-HORN AND ASSOCIATES, INC., a Foreign profit corporation duly authorized to conduct business in Florida with a principal address 421 Fayetteville Street, Suite 600, Raleigh, NC 27601 (“Sponsor”) (collectively, the “Parties”). WITNESSETH: WHEREAS, the City owns approximately 0.36 acres of real property, more or less, which is generally located at the intersection of Michael Blake Blvd. and the Cross Seminole Trail (Parcel Id. 06-21-31-508-0P10-0000) (the “Subject Property”); and WHEREAS, the City, in collaboration with the St. Johns River Water Management District and Seminole County, intends to develop the Subject Property as a park containing a garden and greenspace areas for the purpose of educating residents and visitors on Florida native landscaping, water conservation, and stormwater best management practices (the “Eagle Nest Park” or the “Park”); and WHEREAS, Sponsor desires to contribute to the City by sponsoring Eagle Nest Park; and WHEREAS, in consideration of Sponsor’s contribution to the construction of Eagle Nest Park, the City desires to provide the Sponsor with the sponsorship benefits as more specifically set forth herein. NOW, THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration which the parties acknowledge has been received, the parties agree as follows: 1.0 Incorporation of Recitals. The foregoing recitals are true and correct and by this reference are fully incorporated into this Agreement. 2.0 Term; Termination. 2.1 Term. The term of this Agreement shall commence upon the Effective Date. The construction of Eagle Nest Park shall culminate in a “Grand Opening Ceremony,” to be held by the City of Winter Springs upon completion of the Park, at a date and time determined in the City’s sole discretion. This Agreement shall terminate when the Parties have completed their respective obligations under this Agreement following the conclusion of the Grand Opening Ceremony. 166 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Kimley-Horn and Associates, Inc. Page 2 of 8 2.2 Post-Termination Obligations. Following the expiry of this Agreement’s Term, should the welcome kiosk or any other items at the Park bearing Sponsor’s logo be damaged such that Sponsor’s logo is removed or no longer clearly visible, the City shall make reasonable efforts to repair the kiosk and restore Sponsor’s logo in a timely manner, at the City’s sole discretion. Following the Term of this Agreement, the City is under no continuing obligation to replace items which have been destroyed and which cannot reasonably be repaired. 2.3 Termination. If either party fails to perform its obligations under this Agreement and such failure continues for a period of thirty (30) days after written notice from the non- defaulting party, the non-defaulting party may terminate this Agreement. In the event of termination due to Sponsor’s default, the City has the right to remove all references to Sponsor’s name and logo from Eagle Nest Park. In the event of termination due to the City’s default, Sponsor shall be entitled to a refund of the entire Sponsorship Payment provided to the City. 3.0 General Provisions. 3.1 General Scope and Context of Sponsorship. The Parties acknowledge and agree that the City solicits sponsors and advertisers for parks and recreation events and projects 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. 3.2 Permissible Sponsors and Message Content. The Parties acknowledge and agree that the areas of City owned or leased property, or portions thereof, including the Subject Property, 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 167 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Kimley-Horn and Associates, Inc. Page 3 of 8 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, or services offered by Sponsor at the Subject Property 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. 3.3 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. 3.4 Other Public Forum Areas. The parties acknowledge and agree that City owned or leased property, such as roads, sidewalks and parks, including the Subject Property, may at some or all times 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 at Eagle Nest Park, even if said activities interfere, conflict, or impede the sponsorship benefits provided to Sponsor under this Agreement. 3.5 Conflicts. Sponsor, and their employees, agents, contractors, and representatives, shall not do, or omit to do, anything which may: (a) bring the Eagle Nest Park or the City and its officials into disrepute; disparage the Eagle Nest Park or the City or its officials; (c) damage goodwill associated with the Eagle Nest Park; or (d) be otherwise prejudicial to the image and/or reputation the City or its officials. 4.0 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 Payment shall be paid by check made payable to the City of Winter Springs on or before May 01, 2026. The Sponsorship Payment required by this Paragraph is related to the sponsorship benefits provided solely for the construction of Eagle Nest Park as described in Paragraph 5.0 of this Agreement and does not extend to any other projects, special events, or promotional activities. Once payment is made to 168 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Kimley-Horn and Associates, Inc. Page 4 of 8 the City, the payment is non-refundable except for termination of this Agreement pursuant to Paragraph 2.2 of this Agreement. 5.0 Sponsorship of Eagle Nest Park. This Agreement shall be solely for the Sponsor’s sponsorship the City’s construction of Eagle Nest Park. Eagle Nest park will be located on a City-owned parcel of approximately 0.36 acres of real property generally located at the intersection of Michael Blake Blvd. and the Cross Seminole Trail (Parcel Id. 06-21-31-508- 0P10-0000). Eagle Nest Park will be designed, constructed, and developed by the City of Winter Springs in collaboration with the St. Johns River Water Management District and Seminole County. Eagle Nest Park will contain a garden, greenspace areas, and other features for the purpose of educating residents and visitors on Florida native landscaping, water conservation, and stormwater best management practices. The construction and development of Eagle Nest Park shall culminate in a Grand Opening Ceremony, to be held by the City of Winter Springs upon completion of the Park. The benefits granted to Sponsor hereunder are conditioned upon Sponsor fulfilling its payment and other obligations as explicitly stated herein and not engaging in conduct that is detrimental to the City’s recognition. The benefits provided to Sponsor under this Agreement shall be as follows: (a) Sponsor’s logo shall be featured on the welcome kiosk at Eagle Nest Park for as long as the welcome kiosk remains at Eagle Nest Park. (b) Sponsor shall receive recognition as a sponsor of Eagle Nest Park on the City’s website. (c) Sponsor shall receive recognition as a sponsor of Eagle Nest Park via one (1) edition of the City Newsletter and via one (1) post from a City social media account. This recognition via the City Newsletter and City social media account shall occur alongside the recognition of other sponsors of the Park. (d) Sponsor shall receive recognition during the Grand Opening Ceremony. (e) Sponsor shall be featured in a press release from the City recognizing Sponsor as an official sponsor of Eagle Nest Park. 5.1 The Parties agree to act in good faith to agree upon the exact size, location, and/or depiction of Sponsor’s logo to be employed by the City in all printed or web-based content, which depiction shall be designed at Sponsor’s sole cost and expense. 5.2 Sponsor hereby grants the City a limited, non-exclusive license to use Sponsor’s name and logo for purpose of communicating Sponsor’s sponsorship of Eagle Nest Park. The City may use Sponsor’s name and/or logo in marketing efforts online, in print, on promotional items, and in advertising and signage, in accordance with the benefits outlined above. 6.0 Operation and Maintenance of Eagle Nest Park. The City will be solely responsible for operating and maintaining Eagle Nest Park in a condition suitable for public use. Sponsor shall 169 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Kimley-Horn and Associates, Inc. Page 5 of 8 refrain from engaging in activities that would interfere with the City’s operation and maintenance of the Park. 7.0 General Provisions. 7.1 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. 7.2 Sovereign Immunity. The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the City’s right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City’s potential liability under state or federal law. Sponsor agrees that City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, City shall not be liable for any claim or judgment, or portion thereof, to any one person for over two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds three hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement. 7.3 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. 7.4 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. 7.5 Miscellaneous. The following general miscellaneous provisions shall apply to this Agreement: (a) 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 Grand Opening Ceremony will be held pursuant to this Agreement. 170 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Kimley-Horn and Associates, Inc. Page 6 of 8 (b) No Assignment. This Agreement shall not be assigned or transferred unless prior written consent is granted by the City Manager. (c) 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. (d) 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. (e) 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. (f) 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. (g) 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. (h) 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. (i) Notices. Any notice, request, instruction, or other document to be given as part of this Agreement shall be in writing and shall be deemed given under the following circumstances: when delivered in person; or three (3) business days after being deposited in the United States Mail, postage prepared, certified or registered; or the next business day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmission, with receipt acknowledged upon transmission; and addressed as follows (or to such other person or at such other addresses, of which any party hereto shall have given written notice as provided herein): To the City: City of Winter Springs Attn: City Manager 171 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Kimley-Horn and Associates, Inc. Page 7 of 8 1126 E. SR 434 Winter Springs, FL 32708 P: (407) 327-5957 F: (407) 327-6686 To the Sponsor: Kimley-Horn and Associates, Inc. 421 Fayetteville Street Suite 600 Raleigh, NC 27601 (j) 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. (k) Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or Sponsor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, Sponsor shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal business hours of Sponsor be open and freely exhibited to the City for the purpose of examination and/or audit. IF THE SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE SPONSOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS THE CITY CLERK, AT (407) 327-5955, CITYCLERKDEPARTMENT@WINTERSPRINGSFL.ORG, 1126 EAST STATE ROAD 434, FLORIDA 32708. (l) 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. (m) 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. 172 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Kimley-Horn and Associates, Inc. Page 8 of 8 (n) No City Representations and Warranties; Success. Sponsor agrees and acknowledges that the City has made no representations and warranties regarding the Park. Sponsor agrees and acknowledges the City has in no way guaranteed that the Park or Grand Opening Ceremony will be successful by any person’s standard and belief of success. (o) 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. (p) Amendment of Agreement. Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. (q) Trafficking. As a condition of this contract, Contractor shall attest under penalty of perjury, that Contractor 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates written below. CITY: SPONSOR: By:__________________________ By:_________________________________ Kevin Sweet Print:_______________________________ City Manager Title:_______________________________ Date: ____________ Date: ____________ 173 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Carollo Engineers, Inc. Page 1 of 9 SPONSORSHIP AGREEMENT EAGLE NEST PARK THIS SPONSORSHIP AGREEMENT (“Agreement”) is made and entered into as of the ____ day of ___________________, 2026 (the “Effective Date”), by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation located at 1126 E. State Road 434, Winter Springs, Florida 32708 (“City”) and CAROLLO ENGINEERS, INC., a Foreign profit corporation duly authorized to conduct business in Florida with a principal address of 2795 Mitchell Drive, Walnut Creek, CA 94598 (“Sponsor”) (collectively, the “Parties”). WITNESSETH: WHEREAS, the City owns approximately 0.36 acres of real property, more or less, which is generally located at the intersection of Michael Blake Blvd. and the Cross Seminole Trail (Parcel Id. 06-21-31-508-0P10-0000) (the “Subject Property”); and WHEREAS, the City, in collaboration with the St. Johns River Water Management District and Seminole County, intends to develop the Subject Property as a park containing a garden and greenspace areas for the purpose of educating residents and visitors on Florida native landscaping, water conservation, and stormwater best management practices (the “Eagle Nest Park” or the “Park”); and WHEREAS, Sponsor desires to contribute to the City by sponsoring the construction of Eagle Nest Park; and WHEREAS, in consideration of Sponsor ’s contribution to the construction of Eagle Nest Park, the City desires to provide the Sponsor with the sponsorship benefits as more specifically set forth herein. NOW, THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration which the parties acknowledge has been received, the parties agree as follows: 1.0 Incorporation of Recitals. The foregoing recitals are true and correct and by this reference are fully incorporated into this Agreement. 2.0 Term; Termination. 2.1 Term. The term of this Agreement shall commence upon the Effective Date. The construction of Eagle Nest Park shall culminate in a “Grand Opening Ceremony,” to be held by the City of Winter Springs upon completion of the Park, at a date and time determined in the City’s sole discretion. This Agreement shall terminate when the Parties have completed their respective obligations under this Agreement following the conclusion of the Grand Opening Ceremony. 174 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Carollo Engineers, Inc. Page 2 of 9 2.2 Post-Termination Obligations. Following the expiry of this Agreement’s Term, should the welcome kiosk or any other items at the Park bearing Sponsor ’s logo be damaged such that Sponsor’s logo is removed or no longer clearly visible, the City shall make reasonable efforts to repair the kiosk and restore Sponsor’s logo in a timely manner, at the City’s sole discretion. Following the Term of this Agreement, the City is under no continuing obligation to replace items which have been destroyed and which cannot reasonably be repaired. 2.3 Termination. If either party fails to perform its obligations under this Agreement and such failure continues for a period of thirty (30) days after written notice from the non- defaulting party, the non-defaulting party may terminate this Agreement. In the event of termination due to Sponsor ’s default, the City has the right to remove all references to Sponsor ’s name and logo from Eagle Nest Park. In the event of termination due to the City’s default, Sponsor shall be entitled to a refund of the entire Sponsorship Payment provided to the City. 3.0 General Provisions. 3.1 General Scope and Context of Sponsorship. The Parties acknowledge and agree that the City solicits sponsors and advertisers for parks and recreation events and projects 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. 3.2 Permissible Sponsors and Message Content. The Parties acknowledge and agree that the areas of City owned or leased property, or portions thereof, including the Subject Property, 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 175 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Carollo Engineers, Inc. Page 3 of 9 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, or services offered by Sponsor at the Subject Property 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. 3.3 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. 3.4 Other Public Forum Areas. The parties acknowledge and agree that City owned or leased property, such as roads, sidewalks and parks, including the Subject Property, may at some or all times 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 at Eagle Nest Park, even if said activities interfere, conflict, or impede the sponsorship benefits provided to Sponsor under this Agreement. 3.5 Conflicts. Sponsor, and their employees, agents, contractors, and representatives, shall not do, or omit to do, anything which may: (a) bring the Eagle Nest Park or the City and its officials into disrepute; disparage the Eagle Nest Park or the City or its officials; (c) damage goodwill associated with the Eagle Nest Park; or (d) be otherwise prejudicial to the image and/or reputation the City or its officials. 4.0 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 Payment shall be paid by check made payable to the City of Winter Springs on or before May 01, 2026. The Sponsorship Payment required by this Paragraph is related to the sponsorship benefits provided solely for the construction of Eagle Nest Park as described in Paragraph 5.0 of this Agreement and does not extend to any other projects, special events, or promotional activities. Once payment is made to 176 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Carollo Engineers, Inc. Page 4 of 9 the City, the payment is non-refundable except for termination of this Agreement pursuant to Paragraph 2.2 of this Agreement. 5.0 Sponsorship of Eagle Nest Park. This Agreement shall be solely for the Sponsor ’s sponsorship the City’s construction of Eagle Nest Park. Eagle Nest park will be located on a City-owned parcel of approximately 0.36 acres of real property generally located at the intersection of Michael Blake Blvd. and the Cross Seminole Trail (Parcel Id. 06-21-31-508- 0P10-0000). Eagle Nest Park will be designed, constructed, and developed by the City of Winter Springs in collaboration with the St. Johns River Water Management District and Seminole County. Eagle Nest Park will contain a garden, greenspace areas, and other features for the purpose of educating residents and visitors on Florida native landscaping, water conservation, and stormwater best management practices. The construction and development of Eagle Nest Park shall culminate in a Grand Opening Ceremony, to be held by the City of Winter Springs upon completion of the Park. The benefits granted to Sponsor hereunder are conditioned upon Sponsor fulfilling its payment and other obligations as explicitly stated herein and not engaging in conduct that is detrimental to the City’s recognition. The benefits provided to Sponsor under this Agreement shall be as follows: (a) Sponsor ’s logo shall be featured on the welcome kiosk at Eagle Nest Park for as long as the welcome kiosk remains at Eagle Nest Park. (b) Sponsor shall receive recognition as a sponsor of Eagle Nest Park on the City’s website. (c) Sponsor shall receive recognition as a sponsor of Eagle Nest Park via one (1) edition of the City Newsletter and via one (1) post from a City social media account. This recognition via the City Newsletter and City social media account shall occur alongside the recognition of other sponsors of the Park. (d) Sponsor shall receive recognition during the Grand Opening Ceremony. (e) Sponsor shall be featured in a press release from the City recognizing Sponsor as an official sponsor of Eagle Nest Park. 5.1 The Parties agree to act in good faith to agree upon the exact size, location, and/or depiction of Sponsor ’s logo to be employed by the City in all printed or web-based content, which depiction shall be designed at Sponsor ’s sole cost and expense. 5.2 Sponsor hereby grants the City a limited, non-exclusive license to use Sponsor ’s name and logo for purpose of communicating Sponsor ’s sponsorship of Eagle Nest Park. The City may use Sponsor ’s name and/or logo in marketing efforts online, in print, on promotional items, and in advertising and signage, in accordance with the benefits outlined above. 6.0 Operation and Maintenance of Eagle Nest Park. The City will be solely responsible for operating and maintaining Eagle Nest Park in a condition suitable for public use. Sponsor shall 177 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Carollo Engineers, Inc. Page 5 of 9 refrain from engaging in activities that would interfere with the City’s operation and maintenance of the Park. 7.0 General Provisions. 7.1 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. 7.2 Sovereign Immunity. The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the City’s right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City’s potential liability under state or federal law. Sponsor agrees that City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, City shall not be liable for any claim or judgment, or portion thereof, to any one person for over two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds three hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement. 7.3 General Liability Insurance. The City requires sponsors to maintain general liability insurance. As such, for Sponsor’s 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 performance under this Agreement including, but not limited to, Sponsor’s receipt and exercise of any and all sponsorship benefits received under this Agreement. The insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence combined single limit for bodily injury liability and property damage liability. Sponsor shall furnish an insurance certificate naming the City as an additional insured for purposes of the required general liability insurance to include the expiration date of such coverage. Sponsor shall be solely responsible to pay the deductible, if any, relating to any claim made against the insurance coverages provided under this Agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by Sponsor in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify Sponsor in writing thereof within thirty (30) days of the date of delivery of such certificate to the City. Sponsor shall continuously maintain such insurance in the amount, type, and quality as required by this paragraph during the term of this Agreement. 7.4 Indemnification and Hold Harmless. Sponsor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and 178 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Carollo Engineers, Inc. Page 6 of 9 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 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. 7.5 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. 7.6 Standard of Care. In exercising its sponsorship benefits 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 Grand Opening Ceremony or otherwise associated with its performance under this Agreement. 7.7 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. 7.8 Miscellaneous. The following general miscellaneous provisions shall apply to this Agreement: (a) 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 Grand Opening Ceremony will be held pursuant to this Agreement. (b) No Assignment. This Agreement shall not be assigned or transferred unless prior written consent is granted by the City Manager. (c) 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. 179 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Carollo Engineers, Inc. Page 7 of 9 (d) 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. (e) 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. (f) 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. (g) 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. (h) 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. (i) Notices. Any notice, request, instruction, or other document to be given as part of this Agreement shall be in writing and shall be deemed given under the following circumstances: when delivered in person; or three (3) business days after being deposited in the United States Mail, postage prepared, certified or registered; or the next business day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmission, with receipt acknowledged upon transmission; and addressed as follows (or to such other person or at such other addresses, of which any party hereto shall have given written notice as provided herein): To the City: City of Winter Springs Attn: City Manager 1126 E. SR 434 Winter Springs, FL 32708 P: (407) 327-5957 F: (407) 327-6686 To the Sponsor: Carollo Engineers, Inc. 2795 Mitchell Drive 180 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Carollo Engineers, Inc. Page 8 of 9 Walnut Creek, CA 94598 (j) 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. (k) Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or Sponsor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, Sponsor shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal business hours of Sponsor be open and freely exhibited to the City for the purpose of examination and/or audit. IF THE SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE SPONSOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS THE CITY CLERK, AT (407) 327-5955, CITYCLERKDEPARTMENT@WINTERSPRINGSFL.ORG, 1126 EAST STATE ROAD 434, FLORIDA 32708. (l) 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. (m) 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. (n) No City Representations and Warranties; Success. Sponsor agrees and acknowledges that the City has made no representations and warranties regarding the Park. Sponsor agrees and acknowledges the City has in no way guaranteed that the Park or Grand Opening Ceremony will be successful by any person’s standard and belief of success. (o) 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 181 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Carollo Engineers, Inc. Page 9 of 9 commence litigation until attempting to resolve their dispute through mediation. Each party will equally split the cost of mediation. (p) Amendment of Agreement. Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. (q) Trafficking. As a condition of this contract, Contractor shall attest under penalty of perjury, that Contractor 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates written below. CITY: SPONSOR: By:__________________________ By:_________________________________ Kevin Sweet Print:_______________________________ City Manager Title:_______________________________ Date: ____________ Date: ____________ 182 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Empire Pipe & Supply Com pany, Inc. Page 1 of 9 SPONSORSHIP AGREEMENT EAGLE NEST PARK THIS SPONSORSHIP AGREEMENT (“Agreement”) is made and entered into as of the ____ day of ___________________, 2026 (the “Effective Date”), by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation located at 1126 E. State Road 434, Winter Springs, Florida 32708 (“City”) and EMPIRE PIPE & SUPPLY COMPANY, INC., a Foreign profit corporation duly authorized to conduct business in Florida with a principal address of 2133 Broken Branch Way, Panama City, Florida 32405 (“Sponsor”) (collectively, the “Parties”). WITNESSETH: WHEREAS, the City owns approximately 0.36 acres of real property, more or less, which is generally located at the intersection of Michael Blake Blvd. and the Cross Seminole Trail (Parcel Id. 06-21-31-508-0P10-0000) (the “Subject Property”); and WHEREAS, the City, in collaboration with the St. Johns River Water Management District and Seminole County, intends to develop the Subject Property as a park containing a garden and greenspace areas for the purpose of educating residents and visitors on Florida native landscaping, water conservation, and stormwater best management practices (the “Eagle Nest Park” or the “Park”); and WHEREAS, Sponsor desires to contribute to the City by sponsoring the construction of Eagle Nest Park; and WHEREAS, in consideration of Sponsor ’s contribution to the construction of Eagle Nest Park, the City desires to provide the Sponsor with the sponsorship benefits as more specifically set forth herein. NOW, THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration which the parties acknowledge has been received, the parties agree as follows: 1.0 Incorporation of Recitals. The foregoing recitals are true and correct and by this reference are fully incorporated into this Agreement. 2.0 Term; Termination. 2.1 Term. The term of this Agreement shall commence upon the Effective Date. The construction of Eagle Nest Park shall culminate in a “Grand Opening Ceremony,” to be held by the City of Winter Springs upon completion of the Park, at a date and time determined in the City’s sole discretion. This Agreement shall terminate when the Parties have completed their respective obligations under this Agreement following the conclusion of the Grand Opening Ceremony. 183 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Empire Pipe & Supply Com pany, Inc. Page 2 of 9 2.2 Post-Termination Obligations. Following the expiry of this Agreement’s Term, should the welcome kiosk or any other items at the Park bearing Sponsor ’s logo be damaged such that Sponsor’s logo is removed or no longer clearly visible, the City shall make reasonable efforts to repair the kiosk and restore Sponsor’s logo in a timely manner, at the City’s sole discretion. Following the Term of this Agreement, the City is under no continuing obligation to replace items which have been destroyed and which cannot reasonably be repaired. 2.3 Termination. If either party fails to perform its obligations under this Agreement and such failure continues for a period of thirty (30) days after written notice from the non- defaulting party, the non-defaulting party may terminate this Agreement. In the event of termination due to Sponsor ’s default, the City has the right to remove all references to Sponsor ’s name and logo from Eagle Nest Park. In the event of termination due to the City’s default, Sponsor shall be entitled to a refund of the entire Sponsorship Payment provided to the City. 3.0 General Provisions. 3.1 General Scope and Context of Sponsorship. The Parties acknowledge and agree that the City solicits sponsors and advertisers for parks and recreation events and projects 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. 3.2 Permissible Sponsors and Message Content. The Parties acknowledge and agree that the areas of City owned or leased property, or portions thereof, including the Subject Property, 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 184 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Empire Pipe & Supply Com pany, Inc. Page 3 of 9 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, or services offered by Sponsor at the Subject Property 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. 3.3 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. 3.4 Other Public Forum Areas. The parties acknowledge and agree that City owned or leased property, such as roads, sidewalks and parks, including the Subject Property, may at some or all times 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 at Eagle Nest Park, even if said activities interfere, conflict, or impede the sponsorship benefits provided to Sponsor under this Agreement. 3.5 Conflicts. Sponsor, and their employees, agents, contractors, and representatives, shall not do, or omit to do, anything which may: (a) bring the Eagle Nest Park or the City and its officials into disrepute; disparage the Eagle Nest Park or the City or its officials; (c) damage goodwill associated with the Eagle Nest Park; or (d) be otherwise prejudicial to the image and/or reputation the City or its officials. 4.0 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 Payment shall be paid by check made payable to the City of Winter Springs on or before May 01, 2026. The Sponsorship Payment required by this Paragraph is related to the sponsorship benefits provided solely for the construction of Eagle Nest Park as described in Paragraph 5.0 of this Agreement and does not extend to any other projects, special events, or promotional activities. Once payment is made to 185 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Empire Pipe & Supply Com pany, Inc. Page 4 of 9 the City, the payment is non-refundable except for termination of this Agreement pursuant to Paragraph 2.2 of this Agreement. 5.0 Sponsorship of Eagle Nest Park. This Agreement shall be solely for the Sponsor ’s sponsorship the City’s construction of Eagle Nest Park. Eagle Nest park will be located on a City-owned parcel of approximately 0.36 acres of real property generally located at the intersection of Michael Blake Blvd. and the Cross Seminole Trail (Parcel Id. 06-21-31-508- 0P10-0000). Eagle Nest Park will be designed, constructed, and developed by the City of Winter Springs in collaboration with the St. Johns River Water Management District and Seminole County. Eagle Nest Park will contain a garden, greenspace areas, and other features for the purpose of educating residents and visitors on Florida native landscaping, water conservation, and stormwater best management practices. The construction and development of Eagle Nest Park shall culminate in a Grand Opening Ceremony, to be held by the City of Winter Springs upon completion of the Park. The benefits granted to Sponsor hereunder are conditioned upon Sponsor fulfilling its payment and other obligations as explicitly stated herein and not engaging in conduct that is detrimental to the City’s recognition. The benefits provided to Sponsor under this Agreement shall be as follows: (a) Sponsor ’s logo shall be featured on the welcome kiosk at Eagle Nest Park for as long as the welcome kiosk remains at Eagle Nest Park. (b) Sponsor shall receive recognition as a sponsor of Eagle Nest Park on the City’s website. (c) Sponsor shall receive recognition as a sponsor of Eagle Nest Park via one (1) edition of the City Newsletter and via one (1) post from a City social media account. This recognition via the City Newsletter and City social media account shall occur alongside the recognition of other sponsors of the Park. (d) Sponsor shall receive recognition during the Grand Opening Ceremony. (e) Sponsor shall be featured in a press release from the City recognizing Sponsor as an official sponsor of Eagle Nest Park. 5.1 The Parties agree to act in good faith to agree upon the exact size, location, and/or depiction of Sponsor ’s logo to be employed by the City in all printed or web-based content, which depiction shall be designed at Sponsor ’s sole cost and expense. 5.2 Sponsor hereby grants the City a limited, non-exclusive license to use Sponsor ’s name and logo for purpose of communicating Sponsor ’s sponsorship of Eagle Nest Park. The City may use Sponsor ’s name and/or logo in marketing efforts online, in print, on promotional items, and in advertising and signage, in accordance with the benefits outlined above. 6.0 Operation and Maintenance of Eagle Nest Park. The City will be solely responsible for operating and maintaining Eagle Nest Park in a condition suitable for public use. Sponsor shall 186 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Empire Pipe & Supply Com pany, Inc. Page 5 of 9 refrain from engaging in activities that would interfere with the City’s operation and maintenance of the Park. 7.0 General Provisions. 7.1 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. 7.2 Sovereign Immunity. The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the City’s right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City’s potential liability under state or federal law. Sponsor agrees that City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, City shall not be liable for any claim or judgment, or portion thereof, to any one person for over two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds three hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement. 7.3 General Liability Insurance. The City requires sponsors to maintain general liability insurance. As such, for Sponsor’s 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 performance under this Agreement including, but not limited to, Sponsor’s receipt and exercise of any and all sponsorship benefits received under this Agreement. The insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence combined single limit for bodily injury liability and property damage liability. Sponsor shall furnish an insurance certificate naming the City as an additional insured for purposes of the required general liability insurance to include the expiration date of such coverage. Sponsor shall be solely responsible to pay the deductible, if any, relating to any claim made against the insurance coverages provided under this Agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by Sponsor in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify Sponsor in writing thereof within thirty (30) days of the date of delivery of such certificate to the City. Sponsor shall continuously maintain such insurance in the amount, type, and quality as required by this paragraph during the term of this Agreement. 7.4 Indemnification and Hold Harmless. Sponsor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and 187 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Empire Pipe & Supply Com pany, Inc. Page 6 of 9 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 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. 7.5 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. 7.6 Standard of Care. In exercising its sponsorship benefits 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 Grand Opening Ceremony or otherwise associated with its performance under this Agreement. 7.7 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. 7.8 Miscellaneous. The following general miscellaneous provisions shall apply to this Agreement: (a) 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 Grand Opening Ceremony will be held pursuant to this Agreement. (b) No Assignment. This Agreement shall not be assigned or transferred unless prior written consent is granted by the City Manager. (c) 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. 188 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Empire Pipe & Supply Com pany, Inc. Page 7 of 9 (d) 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. (e) 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. (f) 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. (g) 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. (h) 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. (i) Notices. Any notice, request, instruction, or other document to be given as part of this Agreement shall be in writing and shall be deemed given under the following circumstances: when delivered in person; or three (3) business days after being deposited in the United States Mail, postage prepared, certified or registered; or the next business day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmission, with receipt acknowledged upon transmission; and addressed as follows (or to such other person or at such other addresses, of which any party hereto shall have given written notice as provided herein): To the City: City of Winter Springs Attn: City Manager 1126 E. SR 434 Winter Springs, FL 32708 P: (407) 327-5957 F: (407) 327-6686 To the Sponsor: Empire Pipe & Supply Company, Inc. 3940 Montclair Road 189 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Empire Pipe & Supply Com pany, Inc. Page 8 of 9 Suite 301 Birmingham AL, 35213 (j) 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. (k) Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or Sponsor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, Sponsor shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal business hours of Sponsor be open and freely exhibited to the City for the purpose of examination and/or audit. IF THE SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE SPONSOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS THE CITY CLERK, AT (407) 327-5955, CITYCLERKDEPARTMENT@WINTERSPRINGSFL.ORG, 1126 EAST STATE ROAD 434, FLORIDA 32708. (l) 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. (m) 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. (n) No City Representations and Warranties; Success. Sponsor agrees and acknowledges that the City has made no representations and warranties regarding the Park. Sponsor agrees and acknowledges the City has in no way guaranteed that the Park or Grand Opening Ceremony will be successful by any person’s standard and belief of success. (o) 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 190 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Empire Pipe & Supply Com pany, Inc. Page 9 of 9 commence litigation until attempting to resolve their dispute through mediation. Each party will equally split the cost of mediation. (p) Amendment of Agreement. Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. (q) Trafficking. As a condition of this contract, Contractor shall attest under penalty of perjury, that Contractor 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates written below. CITY: SPONSOR: By:__________________________ By:_________________________________ Kevin Sweet Print:_______________________________ City Manager Title:_______________________________ Date: ____________ Date: ____________ 191 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Pat’s Pump & Blower, L.L.C. Page 1 of 9 SPONSORSHIP AGREEMENT EAGLE NEST PARK THIS SPONSORSHIP AGREEMENT (“Agreement”) is made and entered into as of the ____ day of ___________________, 2026 (the “Effective Date”), by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation located at 1126 E. State Road 434, Winter Springs, Florida 32708 (“City”) and PAT’S PUMP & BLOWER, L.L.C., a Florida limited liability company with a principal address at 2141 West Church Street, Orlando, Florida 32805 (“Sponsor”) (collectively, the “Parties”). WITNESSETH: WHEREAS, the City owns approximately 0.36 acres of real property, more or less, which is generally located at the intersection of Michael Blake Blvd. and the Cross Seminole Trail (Parcel Id. 06-21-31-508-0P10-0000) (the “Subject Property”); and WHEREAS, the City, in collaboration with the St. Johns River Water Management District and Seminole County, intends to develop the Subject Property as a park containing a garden and greenspace areas for the purpose of educating residents and visitors on Florida native landscaping, water conservation, and stormwater best management practices (the “Eagle Nest Park” or the “Park”); and WHEREAS, Sponsor desires to contribute to the City by sponsoring the construction of Eagle Nest Park; and WHEREAS, in consideration of Sponsor ’s contribution to the construction of Eagle Nest Park, the City desires to provide the Sponsor with the sponsorship benefits as more specifically set forth herein. NOW, THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration which the parties acknowledge has been received, the parties agree as follows: 1.0 Incorporation of Recitals. The foregoing recitals are true and correct and by this reference are fully incorporated into this Agreement. 2.0 Term; Termination. 2.1 Term. The term of this Agreement shall commence upon the Effective Date. The construction of Eagle Nest Park shall culminate in a “Grand Opening Ceremony,” to be held by the City of Winter Springs upon completion of the Park, at a date and time determined in the City’s sole discretion. This Agreement shall terminate when the Parties have completed their respective obligations under this Agreement following the conclusion of the Grand Opening Ceremony. 192 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Pat’s Pump & Blower, L.L.C. Page 2 of 9 2.2 Post-Termination Obligations. Following the expiry of this Agreement’s Term, should the welcome kiosk or any other items at the Park bearing Sponsor ’s logo be damaged such that Sponsor’s logo is removed or no longer clearly visible, the City shall make reasonable efforts to repair the kiosk and restore Sponsor’s logo in a timely manner, at the City’s sole discretion. Following the Term of this Agreement, the City is under no continuing obligation to replace items which have been destroyed and which cannot reasonably be repaired. 2.3 Termination. If either party fails to perform its obligations under this Agreement and such failure continues for a period of thirty (30) days after written notice from the non- defaulting party, the non-defaulting party may terminate this Agreement. In the event of termination due to Sponsor ’s default, the City has the right to remove all references to Sponsor ’s name and logo from Eagle Nest Park. In the event of termination due to the City’s default, Sponsor shall be entitled to a refund of the entire Sponsorship Payment provided to the City. 3.0 General Provisions. 3.1 General Scope and Context of Sponsorship. The Parties acknowledge and agree that the City solicits sponsors and advertisers for parks and recreation events and projects 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. 3.2 Permissible Sponsors and Message Content. The Parties acknowledge and agree that the areas of City owned or leased property, or portions thereof, including the Subject Property, 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 193 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Pat’s Pump & Blower, L.L.C. Page 3 of 9 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, or services offered by Sponsor at the Subject Property 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. 3.3 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. 3.4 Other Public Forum Areas. The parties acknowledge and agree that City owned or leased property, such as roads, sidewalks and parks, including the Subject Property, may at some or all times 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 at Eagle Nest Park, even if said activities interfere, conflict, or impede the sponsorship benefits provided to Sponsor under this Agreement. 3.5 Conflicts. Sponsor, and their employees, agents, contractors, and representatives, shall not do, or omit to do, anything which may: (a) bring the Eagle Nest Park or the City and its officials into disrepute; disparage the Eagle Nest Park or the City or its officials; (c) damage goodwill associated with the Eagle Nest Park; or (d) be otherwise prejudicial to the image and/or reputation the City or its officials. 4.0 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 Payment shall be paid by check made payable to the City of Winter Springs on or before May 01, 2026. The Sponsorship Payment required by this Paragraph is related to the sponsorship benefits provided solely for the construction of Eagle Nest Park as described in Paragraph 5.0 of this Agreement and does not extend to any other projects, special events, or promotional activities. Once payment is made to 194 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Pat’s Pump & Blower, L.L.C. Page 4 of 9 the City, the payment is non-refundable except for termination of this Agreement pursuant to Paragraph 2.2 of this Agreement. 5.0 Sponsorship of Eagle Nest Park. This Agreement shall be solely for the Sponsor ’s sponsorship the City’s construction of Eagle Nest Park. Eagle Nest park will be located on a City-owned parcel of approximately 0.36 acres of real property generally located at the intersection of Michael Blake Blvd. and the Cross Seminole Trail (Parcel Id. 06-21-31-508- 0P10-0000). Eagle Nest Park will be designed, constructed, and developed by the City of Winter Springs in collaboration with the St. Johns River Water Management District and Seminole County. Eagle Nest Park will contain a garden, greenspace areas, and other features for the purpose of educating residents and visitors on Florida native landscaping, water conservation, and stormwater best management practices. The construction and development of Eagle Nest Park shall culminate in a Grand Opening Ceremony, to be held by the City of Winter Springs upon completion of the Park. The benefits granted to Sponsor hereunder are conditioned upon Sponsor fulfilling its payment and other obligations as explicitly stated herein and not engaging in conduct that is detrimental to the City’s recognition. The benefits provided to Sponsor under this Agreement shall be as follows: (a) Sponsor ’s logo shall be featured on the welcome kiosk at Eagle Nest Park for as long as the welcome kiosk remains at Eagle Nest Park. (b) Sponsor shall receive recognition as a sponsor of Eagle Nest Park on the City’s website. (c) Sponsor shall receive recognition as a sponsor of Eagle Nest Park via one (1) edition of the City Newsletter and via one (1) post from a City social media account. This recognition via the City Newsletter and City social media account shall occur alongside the recognition of other sponsors of the Park. (d) Sponsor shall receive recognition during the Grand Opening Ceremony. (e) Sponsor shall be featured in a press release from the City recognizing Sponsor as an official sponsor of Eagle Nest Park. 5.1 The Parties agree to act in good faith to agree upon the exact size, location, and/or depiction of Sponsor ’s logo to be employed by the City in all printed or web-based content, which depiction shall be designed at Sponsor ’s sole cost and expense. 5.2 Sponsor hereby grants the City a limited, non-exclusive license to use Sponsor ’s name and logo for purpose of communicating Sponsor ’s sponsorship of Eagle Nest Park. The City may use Sponsor ’s name and/or logo in marketing efforts online, in print, on promotional items, and in advertising and signage, in accordance with the benefits outlined above. 6.0 Operation and Maintenance of Eagle Nest Park. The City will be solely responsible for operating and maintaining Eagle Nest Park in a condition suitable for public use. Sponsor shall 195 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Pat’s Pump & Blower, L.L.C. Page 5 of 9 refrain from engaging in activities that would interfere with the City’s operation and maintenance of the Park. 7.0 General Provisions. 7.1 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. 7.2 Sovereign Immunity. The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the City’s right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City’s potential liability under state or federal law. Sponsor agrees that City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, City shall not be liable for any claim or judgment, or portion thereof, to any one person for over two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds three hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement. 7.3 General Liability Insurance. The City requires sponsors to maintain general liability insurance. As such, for Sponsor’s 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 performance under this Agreement including, but not limited to, Sponsor’s receipt and exercise of any and all sponsorship benefits received under this Agreement. The insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence combined single limit for bodily injury liability and property damage liability. Sponsor shall furnish an insurance certificate naming the City as an additional insured for purposes of the required general liability insurance to include the expiration date of such coverage. Sponsor shall be solely responsible to pay the deductible, if any, relating to any claim made against the insurance coverages provided under this Agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by Sponsor in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify Sponsor in writing thereof within thirty (30) days of the date of delivery of such certificate to the City. Sponsor shall continuously maintain such insurance in the amount, type, and quality as required by this paragraph during the term of this Agreement. 7.4 Indemnification and Hold Harmless. Sponsor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and 196 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Pat’s Pump & Blower, L.L.C. Page 6 of 9 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 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. 7.5 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. 7.6 Standard of Care. In exercising its sponsorship benefits 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 Grand Opening Ceremony or otherwise associated with its performance under this Agreement. 7.7 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. 7.8 Miscellaneous. The following general miscellaneous provisions shall apply to this Agreement: (a) 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 Grand Opening Ceremony will be held pursuant to this Agreement. (b) No Assignment. This Agreement shall not be assigned or transferred unless prior written consent is granted by the City Manager. (c) 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. 197 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Pat’s Pump & Blower, L.L.C. Page 7 of 9 (d) 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. (e) 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. (f) 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. (g) 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. (h) 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. (i) Notices. Any notice, request, instruction, or other document to be given as part of this Agreement shall be in writing and shall be deemed given under the following circumstances: when delivered in person; or three (3) business days after being deposited in the United States Mail, postage prepared, certified or registered; or the next business day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmission, with receipt acknowledged upon transmission; and addressed as follows (or to such other person or at such other addresses, of which any party hereto shall have given written notice as provided herein): To the City: City of Winter Springs Attn: City Manager 1126 E. SR 434 Winter Springs, FL 32708 P: (407) 327-5957 F: (407) 327-6686 To the Sponsor: Pat’s Pump and Blower 2141 W. Church St. 198 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Pat’s Pump & Blower, L.L.C. Page 8 of 9 Orlando, FL 32805 (j) 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. (k) Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or Sponsor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, Sponsor shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal business hours of Sponsor be open and freely exhibited to the City for the purpose of examination and/or audit. IF THE SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE SPONSOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS THE CITY CLERK, AT (407) 327-5955, CITYCLERKDEPARTMENT@WINTERSPRINGSFL.ORG, 1126 EAST STATE ROAD 434, FLORIDA 32708. (l) 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. (m) 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. (n) No City Representations and Warranties; Success. Sponsor agrees and acknowledges that the City has made no representations and warranties regarding the Park. Sponsor agrees and acknowledges the City has in no way guaranteed that the Park or Grand Opening Ceremony will be successful by any person’s standard and belief of success. (o) 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 199 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Pat’s Pump & Blower, L.L.C. Page 9 of 9 commence litigation until attempting to resolve their dispute through mediation. Each party will equally split the cost of mediation. (p) Amendment of Agreement. Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. (q) Trafficking. As a condition of this contract, Contractor shall attest under penalty of perjury, that Contractor 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates written below. CITY: SPONSOR: By:__________________________ By:_________________________________ Kevin Sweet Print:_______________________________ City Manager Title:_______________________________ Date: ____________ Date: ____________ 200 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Waste Pro of Florida, Inc. Page 1 of 9 SPONSORSHIP AGREEMENT EAGLE NEST PARK THIS SPONSORSHIP AGREEMENT (“Agreement”) is made and entered into as of the ____ day of ___________________, 2026 (the “Effective Date”), by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation located at 1126 E. State Road 434, Winter Springs, Florida 32708 (“City”) and WASTE PRO OF FLORIDA, INC., a Florida profit corporation with a principal address of 2101 W. SR 434, Longwood, FL 32779 (“Sponsor”) (collectively, the “Parties”). WITNESSETH: WHEREAS, the City owns approximately 0.36 acres of real property, more or less, which is generally located at the intersection of Michael Blake Blvd. and the Cross Seminole Trail (Parcel Id. 06-21-31-508-0P10-0000) (the “Subject Property”); and WHEREAS, the City, in collaboration with the St. Johns River Water Management District and Seminole County, intends to develop the Subject Property as a park containing a garden and greenspace areas for the purpose of educating residents and visitors on Florida native landscaping, water conservation, and stormwater best management practices (the “Eagle Nest Park” or the “Park”); and WHEREAS, Sponsor desires to contribute to the City by sponsoring the construction of Eagle Nest Park; and WHEREAS, in consideration of Sponsor ’s contribution to the construction of Eagle Nest Park, the City desires to provide the Sponsor with the sponsorship benefits as more specifically set forth herein. NOW, THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration which the parties acknowledge has been received, the parties agree as follows: 1.0 Incorporation of Recitals. The foregoing recitals are true and correct and by this reference are fully incorporated into this Agreement. 2.0 Term; Termination. 2.1 Term. The term of this Agreement shall commence upon the Effective Date. The construction of Eagle Nest Park shall culminate in a “Grand Opening Ceremony,” to be held by the City of Winter Springs upon completion of the Park, at a date and time determined in the City’s sole discretion. This Agreement shall terminate when the Parties have completed their respective obligations under this Agreement following the conclusion of the Grand Opening Ceremony. 201 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Waste Pro of Florida, Inc. Page 2 of 9 2.2 Post-Termination Obligations. Following the expiry of this Agreement’s Term, should the welcome kiosk or any other items at the Park bearing Sponsor ’s logo be damaged such that Sponsor’s logo is removed or no longer clearly visible, the City shall make reasonable efforts to repair the kiosk and restore Sponsor’s logo in a timely manner, at the City’s sole discretion. Following the Term of this Agreement, the City is under no continuing obligation to replace items which have been destroyed and which cannot reasonably be repaired. 2.3 Termination. If either party fails to perform its obligations under this Agreement and such failure continues for a period of thirty (30) days after written notice from the non- defaulting party, the non-defaulting party may terminate this Agreement. In the event of termination due to Sponsor ’s default, the City has the right to remove all references to Sponsor ’s name and logo from Eagle Nest Park. In the event of termination due to the City’s default, Sponsor shall be entitled to a refund of the entire Sponsorship Payment provided to the City. 3.0 General Provisions. 3.1 General Scope and Context of Sponsorship. The Parties acknowledge and agree that the City solicits sponsors and advertisers for parks and recreation events and projects 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. 3.2 Permissible Sponsors and Message Content. The Parties acknowledge and agree that the areas of City owned or leased property, or portions thereof, including the Subject Property, 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 202 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Waste Pro of Florida, Inc. Page 3 of 9 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, or services offered by Sponsor at the Subject Property 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. 3.3 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. 3.4 Other Public Forum Areas. The parties acknowledge and agree that City owned or leased property, such as roads, sidewalks and parks, including the Subject Property, may at some or all times 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 at Eagle Nest Park, even if said activities interfere, conflict, or impede the sponsorship benefits provided to Sponsor under this Agreement. 3.5 Conflicts. Sponsor, and their employees, agents, contractors, and representatives, shall not do, or omit to do, anything which may: (a) bring the Eagle Nest Park or the City and its officials into disrepute; disparage the Eagle Nest Park or the City or its officials; (c) damage goodwill associated with the Eagle Nest Park; or (d) be otherwise prejudicial to the image and/or reputation the City or its officials. 4.0 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 Payment shall be paid by check made payable to the City of Winter Springs on or before May 01, 2026. The Sponsorship Payment required by this Paragraph is related to the sponsorship benefits provided solely for the construction of Eagle Nest Park as described in Paragraph 5.0 of this Agreement and does not extend to any other projects, special events, or promotional activities. Once payment is made to 203 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Waste Pro of Florida, Inc. Page 4 of 9 the City, the payment is non-refundable except for termination of this Agreement pursuant to Paragraph 2.2 of this Agreement. 5.0 Sponsorship of Eagle Nest Park. This Agreement shall be solely for the Sponsor ’s sponsorship the City’s construction of Eagle Nest Park. Eagle Nest park will be located on a City-owned parcel of approximately 0.36 acres of real property generally located at the intersection of Michael Blake Blvd. and the Cross Seminole Trail (Parcel Id. 06-21-31-508- 0P10-0000). Eagle Nest Park will be designed, constructed, and developed by the City of Winter Springs in collaboration with the St. Johns River Water Management District and Seminole County. Eagle Nest Park will contain a garden, greenspace areas, and other features for the purpose of educating residents and visitors on Florida native landscaping, water conservation, and stormwater best management practices. The construction and development of Eagle Nest Park shall culminate in a Grand Opening Ceremony, to be held by the City of Winter Springs upon completion of the Park. The benefits granted to Sponsor hereunder are conditioned upon Sponsor fulfilling its payment and other obligations as explicitly stated herein and not engaging in conduct that is detrimental to the City’s recognition. The benefits provided to Sponsor under this Agreement shall be as follows: (a) Sponsor ’s logo shall be featured on the welcome kiosk at Eagle Nest Park for as long as the welcome kiosk remains at Eagle Nest Park. (b) Sponsor shall receive recognition as a sponsor of Eagle Nest Park on the City’s website. (c) Sponsor shall receive recognition as a sponsor of Eagle Nest Park via one (1) edition of the City Newsletter and via one (1) post from a City social media account. This recognition via the City Newsletter and City social media account shall occur alongside the recognition of other sponsors of the Park. (d) Sponsor shall receive recognition during the Grand Opening Ceremony. (e) Sponsor shall be featured in a press release from the City recognizing Sponsor as an official sponsor of Eagle Nest Park. 5.1 The Parties agree to act in good faith to agree upon the exact size, location, and/or depiction of Sponsor ’s logo to be employed by the City in all printed or web-based content, which depiction shall be designed at Sponsor ’s sole cost and expense. 5.2 Sponsor hereby grants the City a limited, non-exclusive license to use Sponsor ’s name and logo for purpose of communicating Sponsor ’s sponsorship of Eagle Nest Park. The City may use Sponsor ’s name and/or logo in marketing efforts online, in print, on promotional items, and in advertising and signage, in accordance with the benefits outlined above. 6.0 Operation and Maintenance of Eagle Nest Park. The City will be solely responsible for operating and maintaining Eagle Nest Park in a condition suitable for public use. Sponsor shall 204 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Waste Pro of Florida, Inc. Page 5 of 9 refrain from engaging in activities that would interfere with the City’s operation and maintenance of the Park. 7.0 General Provisions. 7.1 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. 7.2 Sovereign Immunity. The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the City’s right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City’s potential liability under state or federal law. Sponsor agrees that City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, City shall not be liable for any claim or judgment, or portion thereof, to any one person for over two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds three hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement. 7.3 General Liability Insurance. The City requires sponsors to maintain general liability insurance. As such, for Sponsor’s 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 performance under this Agreement including, but not limited to, Sponsor’s receipt and exercise of any and all sponsorship benefits received under this Agreement. The insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence combined single limit for bodily injury liability and property damage liability. Sponsor shall furnish an insurance certificate naming the City as an additional insured for purposes of the required general liability insurance to include the expiration date of such coverage. Sponsor shall be solely responsible to pay the deductible, if any, relating to any claim made against the insurance coverages provided under this Agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by Sponsor in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify Sponsor in writing thereof within thirty (30) days of the date of delivery of such certificate to the City. Sponsor shall continuously maintain such insurance in the amount, type, and quality as required by this paragraph during the term of this Agreement. 7.4 Indemnification and Hold Harmless. Sponsor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, officers, and 205 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Waste Pro of Florida, Inc. Page 6 of 9 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 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. 7.5 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. 7.6 Standard of Care. In exercising its sponsorship benefits 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 Grand Opening Ceremony or otherwise associated with its performance under this Agreement. 7.7 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. 7.8 Miscellaneous. The following general miscellaneous provisions shall apply to this Agreement: (a) 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 Grand Opening Ceremony will be held pursuant to this Agreement. (b) No Assignment. This Agreement shall not be assigned or transferred unless prior written consent is granted by the City Manager. (c) 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. 206 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Waste Pro of Florida, Inc. Page 7 of 9 (d) 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. (e) 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. (f) 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. (g) 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. (h) 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. (i) Notices. Any notice, request, instruction, or other document to be given as part of this Agreement shall be in writing and shall be deemed given under the following circumstances: when delivered in person; or three (3) business days after being deposited in the United States Mail, postage prepared, certified or registered; or the next business day after being deposited with a recognized overnight mail or courier delivery service; or when transmitted by facsimile or telecopy transmission, with receipt acknowledged upon transmission; and addressed as follows (or to such other person or at such other addresses, of which any party hereto shall have given written notice as provided herein): To the City: City of Winter Springs Attn: City Manager 1126 E. SR 434 Winter Springs, FL 32708 P: (407) 327-5957 F: (407) 327-6686 To the Sponsor: Waste Pro of Florida, Inc. 2101 W. SR 434 207 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Waste Pro of Florida, Inc. Page 8 of 9 Longwood, FL 32779 (j) 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. (k) Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or Sponsor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of Sponsor is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, Sponsor shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal business hours of Sponsor be open and freely exhibited to the City for the purpose of examination and/or audit. IF THE SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE SPONSOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS THE CITY CLERK, AT (407) 327-5955, CITYCLERKDEPARTMENT@WINTERSPRINGSFL.ORG, 1126 EAST STATE ROAD 434, FLORIDA 32708. (l) 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. (m) 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. (n) No City Representations and Warranties; Success. Sponsor agrees and acknowledges that the City has made no representations and warranties regarding the Park. Sponsor agrees and acknowledges the City has in no way guaranteed that the Park or Grand Opening Ceremony will be successful by any person’s standard and belief of success. (o) 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 208 Eagle Nest Park Sponsorship Agreement City of Winter Springs and Waste Pro of Florida, Inc. Page 9 of 9 commence litigation until attempting to resolve their dispute through mediation. Each party will equally split the cost of mediation. (p) Amendment of Agreement. Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. (q) Trafficking. As a condition of this contract, Contractor shall attest under penalty of perjury, that Contractor 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates written below. CITY: SPONSOR: By:__________________________ By:_________________________________ Kevin Sweet Print:_______________________________ City Manager Title:_______________________________ Date: ____________ Date: ____________ 209 Ordinance No. 2025-07 City of Winter Springs Page 1 of 4 ORDINANCE NO. 2025-07 AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS, FLORIDA, ADDING A NEW ARTICLE IX, PROCEDURES FOR NAMING BUILDINGS, PARKS, AND STREETS, TO CHAPTER 2, ADMINISTRATION, OF THE CITY OF WINTER SPRINGS CODE OF ORDINANCES; PROVIDING FOR THE REPEAL OF PRIOR INCONSISTENT ORDINANCES AND RESOLUTIONS, INCORPORATION INTO THE CODE, SEVERABILITY, AND AN EFFECTIVE DATE. WHEREAS, the City is granted the authority, under § 2(b), Art. VIII of the State Constitution, to exercise any power for municipal purposes except when expressly prohibited by law; and WHEREAS, the City Commission desires to establish and maintain a consistent approach to and procedure for naming City buildings, parks, and streets; and WHEREAS, the City Commission thus desires to add a new Article IX, Procedures for Naming Buildings, Parks, and Streets, to Chapter 2, Administration, of the City Code, to formalize the City’s procedures for naming City buildings, parks, and streets; and WHEREAS, the City Commission of the City of Winter Springs, Florida, hereby finds this Ordinance to be in the best interests of the public health, safety, and welfare of the citizens of Winter Springs. NOW, THEREFORE, THE CITY COMMISSION OF THE CITY OF WINTER SPRINGS HEREBY ORDAINS, AS FOLLOWS: Section 1. Recitals. The foregoing recitals are hereby fully incorporated herein by this reference. Section 2. Amendment to Chapter 2, Administration. The City of Winter Springs Code of Ordinances, Chapter 2, Administration, is hereby amended as follows to add a new Article IX, Procedures for Naming of Buildings, Parks, and Streets: (underlined type indicates additions to the City Code and strikeout type indicates deletions, while asterisks (* * *) indicate a deletion from the Ordinance of text existing in Chapter 2. It is intended that the text in Chapter 2 denoted by the asterisks and set forth in this Ordinance shall remain unchanged from the language existing prior to the adoption of this Ordinance): * * * Chapter 2 – ADMINISTRATION * * * 210 Ordinance No. 2025-07 City of Winter Springs Page 2 of 4 ARTICLE IX. – PROCEDURES FOR NAMING OF BUILDINGS, PARKS, AND STREETS Sec. 2-400. – Intent and Purpose; Findings. (a) The intent and purpose of this section is to establish a uniform method and procedure to assist the City Commission in naming certain City buildings, parks, and streets. The City Commission hereby finds that the authority to name City buildings, parks, and streets is solely vested in the City Commission. Nothing herein shall be construed as a delegation of any authority to name a City building, park, or street to any other person or entity. The naming of City buildings, parks, and streets shall be determined in the sole and absolute discretion of the City Commission by majority vote. However, a renaming of any existing City building, park, or street that has already been named in honor of a person shall require a super-majority vote. (b) This article shall not apply to any contract approved by the City Commission granting to a corporate or other sponsor temporary naming rights to a City recreational facility. Sec. 2-401. – Generally. The naming of a city building, park, or street shall be determined by the City Commission either (i) based on its own initiative, (ii) upon a recommendation by the City Manager, (iii) upon the request of any person or entity desiring to assist the City Commission in determining the name of any city building, park, or street or (iv) as part of City Commission approval of a new land development project which consists of a new city building, park, or street pursuant to the city's land development regulations. The City Manager may make a recommendation to the City Commission based on their own initiative, or as part of an assistance petition as set forth below. Sec. 2-402. – Naming Guidelines. When considering the naming of any City building, park, or street, the City Manager and City Commission shall consider any of the following naming attributes: a. Recognized geographic features and community names. b. Functional or purpose-based names such city hall, public library, treatment plant, etc. c. Natural historic features and local flora and fauna. d. Significant public contributions and service to the City, State of Florida, or United States. e. Significant material or financial contributions to the City. f. Persons of historic service to the City. g. Persons of outstanding civic service to the City. h. Honoring a significant event. i. Documented community support for the name. Sec. 2-403. – Other factors. When considering the naming of any City building, park, or street, the City Manager and City Commission shall also consider the following other factors: 211 Ordinance No. 2025-07 City of Winter Springs Page 3 of 4 a. The cost that the naming or renaming will have on the City or any other person who is or could be materially affected by the name or name change; b. Naming proposals that promote alcohol or tobacco products or political organizations/endorsements will not be considered; c. Preference shall be given to names or long established local usage and names that lend dignity to the building, street or park to be named; d. Persons currently serving on the City Commission or serving as an existing city employee shall not be considered; e. Names selected shall be widely recognized and of enduring, honorable fame, not notoriety, and shall be commensurate with the significance of the building, street, or park named; f. Names with connotations which by contemporary community standards are derogatory or offensive shall not be considered; g. Proliferation of the same name for different City buildings, streets, or parks shall be avoided; h. Proliferation of multiple names for different parts of a particular city park shall be avoided; i. If the name is an individual person, whether the individual has ever been convicted of a felony based on background screening conducted by the City’s police department; and j. Names should not create confusion for 911 and first responders. Sec. 2-404. – Assistance Petitions. Any person or entity wishing to assist the City Commission in determining the name of a City building, street, or park shall submit an assistance petition to the City Manager for evaluation and a recommendation by the City Manager. The petition shall be in writing and shall demonstrate the basis on which the petitioner believes the naming request satisfies the naming guidelines and other factors set forth in this article and shall demonstrate that requisite minimum community support has been obtained by the petitioner pursuant to this article. Upon receipt of duly submitted assistance petition, the City Manager shall make a recommendation to the City Commission either for approval or disapproval of the assistance petition. Sec. 2-405. – Minimum Community Support. Each assistance petition submitted to the City Manager shall be accompanied by petition signatures that demonstrate minimum community support as follows: a. Street Naming: The assistance petition shall be signed by at least seventy-five percent (75%) of the property owners along the segment of the street to be renamed. b. Building or Park Naming: the assistance petition shall be signed by at least one hundred fifty (150) registered voters of the City of Winter Springs to demonstrate a minimum level of community support. No assistance petition shall be processed by the City Manager unless said petition has the minimum number of signatures required by this subsection. * * * 212 Ordinance No. 2025-07 City of Winter Springs Page 4 of 4 Section 3. Repeal of Prior Inconsistent Ordinances and Resolutions. All prior inconsistent ordinances and resolutions adopted by the City Commission, or parts of prior ordinances and resolutions in conflict herewith, are hereby repealed to the extent of the conflict. Section 4. Incorporation Into Code. This Ordinance shall be incorporated into the Winter Springs City Code and any section or paragraph, number or letter, and any heading may be changed or modified as necessary to effectuate the foregoing. Grammatical, typographical, and like errors may be corrected and additions, alterations, and omissions, not affecting the construction or meaning of this Ordinance and the City Code may be freely made. Section 5. Severability. If any section, subsection, sentence, clause, phrase, word or provision of this Ordinance is for any reason held invalid or unconstitutional by any court of competent jurisdiction, whether for substantive, procedural, or any other reason, such portion shall be deemed a separate, distinct and independent provision, and such holding shall not affect the validity of the remaining portions of this Ordinance. Section 6. Effective Date. This Ordinance shall become effective immediately upon adoption by the City Commission of the City of Winter Springs, Florida, and pursuant to City Charter. ADOPTED by the City Commission of the City of Winter Springs, Florida, in a regular meeting assembled on the 31st day of March, 2025. ____________________________________ KEVIN McCANN, Mayor ATTEST: _____________________________________ CHRISTIAN GOWAN, City Clerk Approved as to legal form and sufficiency for the City of Winter Springs only: ________________________________________ ANTHONY A. GARGANESE, City Attorney First Reading: February 24, 2025 Legal Ad: __________________ Second Reading: March 31, 2025 213