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19. In the event that the Premises or any part thereof, or adjacent premises required for access thereto,
<br /> should be so damaged or destroyed by fire or other cause, without the fault of Applicant, as to
<br /> prevent the use of the Premises for the Event, then this License Agreement shall terminate. In such
<br /> event, the County shall be paid for all items of expense incurred by it under this License
<br /> Agreement and any rental accrued prior to such destruction or damages, but Applicant shall be
<br /> relieved of paying rent accruing thereafter. For purposes of this paragraph, causes or events not
<br /> within Applicant's control shall include, without limitation, acts of God, floods, earthquakes,
<br /> hurricanes, fires and other natural disasters, acts of public enemies, riots or civil disturbances,
<br /> sabotage, strikes and restraints imposed by order of a governmental agency or court. Causes or
<br /> events within Applicant's control, and thus not falling within this Section 12, shall include, without
<br /> limitation, Applicant's financial inability to perform or comply with the teims and conditions
<br /> hereof, economic hardship, a featured act's failure or refusal to perform or appear, and
<br /> misfeasance, malfeasance or nonfeasance by any of Applicant's directors, officers, employees,
<br /> contractors, or agents.
<br /> 20. Applicant acknowledges receipt of and agrees to comply with the Fairground's Rules and
<br /> Regulations which are attached hereto as Exhibit C and incorporated by reference.
<br /> 21. Applicant assumes all risks of damages to and loss by theft or otherwise of the furniture,
<br /> appliances or other property of Applicant or Applicant's employees, invitees, licensees,
<br /> contractors, assignees, performers, exhibitors, contestants and those otherwise contracting with
<br /> Applicant, and Applicant hereby expressly releases and discharges County from any and all
<br /> liability for any such loss and agrees to defend, indemnify and hold County harmless from all
<br /> claims and actions for damages as to such losses, including attorney's fees.
<br /> 22. County and Applicant retain all television, film, recording and licensing rights as to any Event
<br /> that takes place in or on the Premises, provided such is peimitted within the Artist Contract.
<br /> County will coordinate such recordings with Applicant's marketing representative. In the event
<br /> of artist recording restrictions, Applicant shall request the right to allow the County to take
<br /> generic production and still photographs of the Event.
<br /> 23. Unless excused by impracticability or impossibility of performance or other lawful contractual
<br /> defense, any attraction, act, or person contracted to appear during the Event as an entertainer
<br /> shall appear at the published time or within one hour thereafter. Applicant shall not advertise or
<br /> permit any advertising that a particular performer will appear for the Event until after a contract
<br /> for the performer's appearance has been executed and a copy thereof has been provided to the
<br /> County; otherwise, the County may terminate this License Agreement and cancel the Event.
<br /> 24. No exception or waiver of any provision of this License Agreement shall be effective unless in
<br /> writing signed by the Assistant County Administrator. No such waiver shall be held to waive
<br /> the same provision on a subsequent occasion or be construed to constitute a waiver of any other
<br /> provision of this License Agreement. This License Agreement contains the entire agreement
<br /> between the parties, unless modified or amended by a subsequent written agreement executed by
<br /> the parties. This License Agreement shall be governed by the laws of the State of Florida, and
<br /> venue for the resolution of disputes hereunder shall be in a court of law in Indian River County,
<br /> Florida.
<br /> Fairgrounds License Agreement Page 10 of 12
<br /> October 31,2017
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