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required In the event that the Premises or any part thereof, or adjacent premises for access thereto,
<br /> should be so damaged or destroyed by fire or other cause,without the fault of Applicant,as to prevent
<br /> the use of the Premises for the Event, then this License Agreement shall terminate. In such event,
<br /> the County shall be paid for all items of expense incurred by it under this License Agreement and
<br /> any rental accrued prior to such destruction or damages, but Applicant shall be relieved of paying
<br /> rent accruing thereafter. For purposes of this paragraph, causes or events not within Applicant's
<br /> hurricanes,fires and other
<br /> shall include,without limitation,acts of God,floods,earthquakes,control
<br /> natural disasters, acts of public enemies, riots or civil disturbances, sabotage, strikes and restraints
<br /> imposed by order of a governmental agency or court. Causes or events within Applicant's control,
<br /> and thus not falling within this Section 12, shall include, without limitation, Applicant's financial
<br /> inability to perform or comply with the terms and conditions hereof, economic hardship, a featured
<br /> act's failure or refusal to perform or appear,and misfeasance,malfeasance or nonfeasance by any of
<br /> Applicant's directors, officers, employees, contractors,or agents.
<br /> 21.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 /> 22. Applicant assumes all risks of damages to and loss by theft or otherwise of the furniture,appliances
<br /> or other property of Applicant or Applicant's employees, invitees, licensees, contractors,
<br /> assignees,performers, exhibitors, contestants and those otherwise contracting with Applicant, and
<br /> Applicant hereby expressly releases and discharges County from any and all liability for any such
<br /> loss and agrees to defend, indemnify and hold County harmless from all claims and actions for
<br /> damages as to such losses, including attorney's fees.
<br /> 23. County and Applicant retain all television,film,recording and licensing rights as to any Event that
<br /> takes place in or on the Premises, provided such is permitted within the Artist Contract. County
<br /> will coordinate such recordings with Applicant's marketing representative. In the event of artist
<br /> recording restrictions, Applicant shall request the right to allow the County to take generic
<br /> production and still photographs of the Event.
<br /> 24. 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 shall
<br /> appear at the published time or within one hour thereafter. Applicant shall not advertise or permit
<br /> any advertising that a particular performer will appear for the Event until after a contract for the
<br /> performer's appearance has been executed and a copy thereof has been provided to the County;
<br /> otherwise,the County may terminate this License Agreement and cancel the Event.
<br /> 25.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 the
<br /> 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 /> Fairgrori j License Agreement Page 10 of 12
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