HomeMy WebLinkAbout2010-242 �b 1 a 05 110
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AGREEMENT FOR USE OF INDIAN RIVER COUNTY FAIRGROUNDS
THIS AGREEMENT is made and entered into this 5th day of October
2010 , by and between INDIAN RIVER COUNTY , a political subdivision of the State of
Florida , 1801 27th Street , Vero Beach , FL 32960 ( " County" ) and the INDIAN RIVER
COUNTY FAIR ASSOCIATION , INC . , a Chapter 616 Florida not-for- profit corporation ,
1818 Commerce Avenue , Vero Beach , FL 32960 ( " Association " ) ,
BACKGROUND RECITALS
WHEREAS , the Association proposes to conduct a public fair or exposition in
accordance with Chapter 616 , Florida Statutes ( " County Fair" ) , in calendar years 2011 ,
2012 and 2013 for the benefit and development of the educational , agricultural ,
horticultural , livestock , and other resources of Indian River County ; and
WHEREAS , the County is willing to support the Association in operating the
County Fair by allowing the Association to use the Indian River County Fairgrounds , as
described on Exhibit A attached hereto ( " Fairgrounds " ) ; and
WHEREAS , the Association ' s use of the Fairgrounds to operate the County Fair
serves a legitimate public purpose and is authorized by section 616 . 11 , Florida Statutes ;
and
WHEREAS , the County and the Association had entered into prior agreements to
operate the County Fair ; the most recent agreement was dated February 12 , 2008 ,
which expired by its terms .
NOW , THEREFORE , for and in consideration of the mutual covenants set forth
herein and other good and valuable consideration , the receipt and sufficiency of which
is hereby acknowledged , County and Association mutually agree as follows :
1 . Permit . In accordance with section 616 . 15 , Florida Statutes , the
Association shall apply annually to the State of Florida , Department of Agriculture and
Consumer Services , Division of Marketing and Development , Bureau of State Farmers '
Markets ( " State " ) for a fair permit to conduct an annual County Fair in calendar years
20113 2012 and 2013 and the Association shall be responsible for all matters pertaining
to such permitting .
2 . Schedule . In each year during the term of this Agreement , if a permit is
issued by the State to the Association , the Association shall have priority at the
Fairgrounds in scheduling the County Fair if the Association notifies the County in
writing through the County ' s Parks Director of the proposed dates by May 30 , in which
case the County shall let the Association use and occupy the Fairgrounds during a
period not exceeding twenty- one ( 21 ) days in March of the following year . In the event
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the Association fails to notify the County of the following year' s County Fair dates by
May 30 , the County may allow the Association to operate the County Fair at the
Fairgrounds in March of the following year , absent previously scheduled conflicting
events .
3 . Contracts / Notice to Certain Parties . It shall be the responsibility of the
Association to arrange for all contracts for amusements , entertainment , and any
commercial exhibits or matters that it determines will enhance the County Fair . The
Association is also responsible to provide timely notice to the Indian River County
Animal Control Division and The Humane Society of Vero Beach and Indian River
County , Inc . when and if the Association will have animals present at the County Fair
that are not associated with the 4 - H exhibitions , so that the required inspections may be
performed before and during the County Fair .
4 . Structures/ Insurance of Contracting Parties . Any person or
organization contracting with the Association shall provide its own temporary structure
with the approval of the Association . The County shall have no obligation to provide
such structures . Any contracting person or organizations shall have proof of liability
insurance acceptable to the County and the Association . Acceptance by the County
shall not be unreasonably withheld .
5 . Volunteers /Security . The Association shall provide volunteer and other
help to staff the County Fair . Any subcontract for operation or administration of the
County Fair shall be subject to the County ' s prior review and approval . The Association
shall provide adequate security for the County Fair and shall provide sufficient
volunteers or paid security guards to maintain crowd control , to the County ' s
satisfaction , at all times while the County Fair is underway .
6 . Electricity . The Association shall provide electricity and pay all electricity
cost while the County Fair is open as well as for those dates on which the County Fair is
being set up and removed .
7 . Accounting . The Association shall maintain records in accordance with
sound accounting practices and procedures showing all costs , expenses , as well as all
receipts and proceeds from the County Fair . The Association shall , at its sole expense ,
cause a state certified public accountant to conduct a review , based on sound
accounting practices and procedures , of the Association and of any person or entity that
operates or administers the County Fair . The Association shall submit copies of the
reviews to the County on or before September 30 of each year that the Association
operates the County Fair . If the Association fails to submit copies of the reviews in a
timely manner , the Association shall pay to the County an administrative charge of Ten
and No/ 100 Dollars ( $ 10 . 00 ) for each calendar day after September 30 that the copies
of the reviews are not submitted . All books and records of the Association and of any
person or entity that operates or administers the County Fair shall be public records and
shall be provided to the County upon the County ' s request and to any other person or
entity upon such person ' s or entity ' s request . In addition to the above - stated accounting
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and auditing requirements , the Association shall conduct all accounting and auditing
required by law . The Association shall maintain records , in a form acceptable to the
County , of all funds received in connection with the County Fair . All such records shall
be provided to the County upon request . The Association shall effectuate internal
controls and procedures , subject to the County ' s approval , regarding the receipt of all
funds . Such internal controls and procedures shall include documentation and
verification of all gate receipts and admissions and enumeration of admissions .
8 . Insurance . The Association shall purchase liability insurance coverage in
an amount of not less than $ 500 , 000 per individual injury and $ 1 , 000 , 000 per
occurrence during the term of the County Fair . On all insurance policies the County
shall be named as additional insured on the policy and copies of the policy shall be
submitted to the County at least two weeks prior to the start of the County Fair . The
insurance company must be licensed to issue insurance policies in the state of Florida ,
and must be rated at least A + VII per Best ' s Key Rating Guide . The policy must be
" occurrence " and not 11claims made , " and the certificate of insurance must provide that
the County be given a thirty ( 30 ) day written notice of insurance company ' s intent to
cancel or terminate the policy of insurance . In addition the Association must provide
proof of insurance from the amusement/midway company in the amount of $ 1 , 000 , 000
per occurrence/$ 2 , 000 , 000 aggregate , adding County as an additional insured and
subject to all above insurance requirements necessary for the Association .
9 . Release/ Indemnification . The Association hereby releases and agrees
to defend , hold harmless and indemnify the County , and the County ' s commissioners ,
employees and agents ( collectively for the purposes of this paragraph " County " ) from
and against any and all claims for damages , costs , third party liabilities , judgments and
expenses ( including reasonable attorneys fees ) , for personal injury , wrongful death or
property damage , arising out of or relating to the County Fair ( collectively " Claims " ) ,
except that the Association ' s obligation to defend , hold harmless and indemnify the
County shall not apply to Claims which are judicially determined to have been caused
by County ' s negligence or intentional misconduct .
10 . Expenses / Payment of Fee to County . Association shall be responsible
for the payment and approval of all expenses arising from and related to the promotion
and operation of the County Fair , and shall defend , hold harmless and indemnify the
County from and against any such expenses , including reasonable attorneys fees . The
County shall have no liability for such expenses . Association shall pay to County on or
before September 30 of each year during the term of this Agreement that the
Association operates the County Fair one -third of the net profits from the County Fair as
a fee for the use of the Fairgrounds , to be held by the County in a separate account ,
which the County shall use for future Fairgrounds improvements .
11 . Trash /Traffic Control Devices and Lighting . The County will provide
trash containers and garbage collection . The Association will pay for water service and
sewage pickup for the County Fair . The County may provide up to thirty ( 30 ) traffic
barricades , up to thirty ( 30 ) traffic cones with four (4 ) lighting trees for the Association ' s
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use exclusively in connection with the County Fair if, in the County ' s Public Works
Director' s sole discretion , such traffic barriers , traffic cones and lighting trees are
available for such use . If the County ' s Public Works Director provides such traffic
barricades , traffic cones and lighting trees for use in connection with the County Fair ,
the Association shall retrieve them from the County ' s storage location , and then return
them to the same storage location or where the County ' s Public Works Director
otherwise directs , within five ( 5 ) days following conclusion of such year ' s County Fair .
The Association shall replace , at the Association ' s expense , within thirty ( 30 ) days
following conclusion of such year' s County Fair , any of the County ' s lighting trees , traffic
barricades and traffic cones that are damaged , lost , or stolen while in the Association ' s
custody .
12 . Sanitation . The Association shall provide sanitation and adequate
restroom facilities , in accordance with all applicable laws and regulations and to the
County ' s satisfaction , for persons attending the County Fair .
13 . Staffing . The Association shall endeavor in good faith to procure a
midway and provide staff to operate the County Fair . However , in the event that the
Association fails to enter into a contract to provide a midway or if the Association
determines that it cannot adequately staff the County Fair , then Association shall
provide written notice to County at least sixty ( 60 ) days before the County Fair is to
open that it will not manage the County Fair , in which case the County may take
whatever steps it deems appropriate .
14 . First Amendment Activities . The Association agrees to provide
reasonable accommodation for any activities which are protected by the First
Amendment of the United States Constitution . Such accommodation may be in
accordance with existing Fair rules , provided that such rules are consistent with the First
Amendment and applicable law .
15 . Termination . The Association may terminate this Agreement or propose
amending this Agreement by providing written notice to the County by November 1 of
the year preceding the following year' s County Fair . The term of this Agreement shall be
from November 1 , 2010 through October 31 , 2013 unless sooner terminated as
provided herein .
16 . Governing Law/Venue . This Agreement shall be governed by the laws of
the State of Florida . Venue for any lawsuit brought by either party against the other
party or otherwise arising out of this Agreement shall be in Indian River County , Florida ,
or , in the event of federal jurisdiction , in the United States District Court for the Southern
District of Florida .
17 , Background Recitals . The Background Recitals set forth above are true
and correct and form a material part of this Agreement .
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18 . Presuit Mediation . In the event of a dispute between the parties , prior to
the filing of any lawsuit , the parties shall ( i ) select a mutually acceptable certified
mediator , and ( ii ) participate in good faith in mediation to attempt to resolve the dispute .
Only if the mediation proceeds to impasse without resolution of the dispute , may either
party file a lawsuit relating to the dispute .
IN WITNESS WHEREOF , the proper officials of County and Association have
executed this Agreement , effective on the date first written above .
INDIAN RIVER COUNTY INDIAN RIVER COUNTY FAIR ASSOCIATION
BOARD OF COUNTY COMMISSIONERS
By : By : 441 v
Peter D . O ' Bryan , Chairman Print name : 0r2.mt -n yow
Title : Pr le561A
Approve�J.btt ' lM',Yo'ee. r . 5 , 2010
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. ATT%9g :0 � ° JeK Ba"rto 'r 4",%C WITNESS :
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B �J ¢lf�<.. � tom • Printed name : j
Sign :
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A " � ,,�`a� Printed name :
Approved as to form d4ega sufficiency :
County Attorney
Approved :
441, County Administrator
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