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HomeMy WebLinkAboutCarollo Engineers, Inc. - Sponsorship Agreement for Eagle Nest Park - 2026 05 17 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. 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 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 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 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 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. 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 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 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: ____________ Scott Richards Vice President ScoSctRtiSco tR i hahr