HomeMy WebLinkAbout2011-191 Indian River County Holman Stadium Use Agreement o'� O j
This Holman Stadium Use Agreement ( "Agreement" ) is made this
loth day of 7 *4m r , 2011 , by and between Indian River County Board
of County Commissioners , a political subdivision of the State of Florida
( " County" ) and the Jake Owen Foundation , a Tennessee Corporation , 209 10th
Avenue South , Suite 216 , Nashville , TN 37203 ( " User Group " ) , operating in and
serving residents of Indian River County .
BACKGROUND RECITALS
A . The User Group has requested the use of Holman Stadium facilities
( collectively referenced as " Stadium " ) under the terms and conditions set
forth in the Indian River County Holman Stadium Use Guidelines , attached
to this Agreement as Exhibit 1 and incorporated herein in its entirety by
this reference and under the terms and conditions set forth in this
Agreement .
B . The County will allow the User Group to use the Stadium under the terms
and conditions set forth in Exhibit 1 and under the terms and conditions
set forth in this Agreement .
NOW THEREFORE , for good and valuable consideration , the receipt and
sufficiency of which is hereby acknowledged , and intending to be legally bound ,
the parties agree as follows :
1 . PERIOD OF USE . This Agreement shall be in force December 9 , 20111
through December 11 , 2011 , inclusive , and includes all setup and clean up time .
2 . NUMBER OF PARTICIPANTS EXPECTED . User Group estimates that
the number of participants expected at the event is from 4 , 000 up to seating
capacity of 6 , 500 .
3 . DESCRIPTION OF EVENT . User Group states that the following is an
accurate description of the event : Mardy' s Tennis and Jake ' s Music Fest .
4 . INSURANCE . The minimum dollar amounts and types of insurance
coverages required are set forth in Exhibit 2 attached hereto and incorporated
herein in its entirety by this reference .
5 . FEES . The User Group agrees to pay all Stadium use charges as set forth
in Exhibit I , including , without limitation , the charges set forth in paragraphs C , D ,
F , G , H , and I . Where the User Group uses the services of MiLB for parking
attendants , ticket takers , security personnel , clean - up crews , or concession
operations , the User Group acknowledges and agrees that the County shall
cause MiLB : ( i ) to provide a written invoice for such services to the User , together
with a courtesy copy to the County within ten ( 10 ) business days after the
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conclusion of the event ; and ( ii ) to remit the net funds , if any , to the User Group .
In addition , all costs for utilities and any other costs incurred by MiLB in
connection with the User Group ' s use of the Stadium shall be set forth on the
foregoing written invoice , and such costs shall also be deducted from the net
funds , if any , and remitted to the User Group . Upon the County' s receipt of the
notice of invoice payments from MilB , the security deposit shall be returned to the
User Group ; provided , however , that in the event the costs invoiced by MiLB
exceed the funds available , the County shall have the right to use the security
deposit for such costs . In addition , the User Group agrees to be solely
responsible to pay any and all additional charges required for the staging of the
event .
6 . INDEMNIFICATION AND WAIVER OF CLAIMS . The User Group
assumes all risks and agrees to indemnify fully and save and hold harmless the
County , its commissioners , officers , employees , and agents ( hereinafter
individually and collectively referenced as " Indemnified County Parties " ) , and
MiLB , their respective owners , share holders , officers , employees ,
representatives , agents , heirs , successors , and assigns ( hereinafter individually
and collectively referenced as " Indemnified MiLB Parties " ) against all claims ,
losses , damages , judgments , liabilities , accidents or injuries to person ( s ) or
property , and causes of action , including reasonable attorney' s fees and court
costs , arising out of, or caused directly or indirectly , by the conduct , acts ,
omissions , negligence , or willful misconduct of any participant in the event , the
User Group , its visitors , agents , and employees . The Indemnified County
Parties , and the Indemnified MiLB Parties shall not be liable for damages to , or
loss of , personal property sustained by the participants in the event , the User
Group , its visitors , agents , employees , or any person claiming by or through the
User Group or any of the foregoing , resulting from any fire , accident , occurrence ,
theft , or condition in or upon the Stadium , provided such are not due to the sole
negligence or willful misconduct of the Indemnified County Parties or the
Indemnified MiLB Parties . This indemnification paragraph shall survive the
expiration or sooner termination of this Agreement .
7 . CANCELLATION . This Agreement is subject to cancellation by either the
User Group or the County as set forth in Exhibit 1 .
8 . FACILITY UNAVAILABILITY DISCLAIMER . The County assumes no
responsibility for circumstances that may require the closing of the Stadium
facility due to conditions that would render it unfit for public usage due to
inclement weather , state health department or other regulatory agencies
requirements . In the event of such occurrence , it is the responsibility of the User
Group to obtain alternative facilities and the County shall have no liability
whatsoever to the User Group .
9 . GOVERNING LAW . The laws of the State of Florida shall govern this
Agreement and any and all legal action shall be instituted in Indian River County
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for all state court matters and in the Southern District of Florida for all federal
court matters .
10 . ENTIRETY OF AGREEMENT . The Agreement incorporates and includes
all prior and contemporaneous negotiations , correspondence , conversations ,
agreements , or understandings applicable to the matters contained herein and
the parties agree that there are no commitments , agreements , or understandings
of any nature whatsoever concerning the subject matter of this Agreement that
are not contained in this Agreement . No supplement , modification , or amendment
to this Agreement shall be binding unless signed in writing by the County and the
User Group .
11 . SEVERABILITY . In the event that any of the provisions of this Agreement
are deemed unenforceable , the enforceability of the remaining provisions of this
Agreement shall not be affected .
12 . ASSIGNMENT . User Group shall not grant , assign , or otherwise convey
to anyone any or all of its rights to use the Stadium hereunder without the prior
written consent and approval of the County and MiLB . The User Group shall use
the Stadium only in the manner contemplated in this Agreement .
13 . THIRD PARTY BENEFICIARY . No person other than MiLB , the County ,
the Indemnified County Parties , the Indemnified MiLB Parties , and the User
Group , and the successors of the User Group shall have any rights whatsoever
under this Agreement .
14 . BACKGROUND RECITALS . The Background Recitals are true and
correct and form a material part of this Agreement .
15 . DEFAULT . County shall have the right to terminate this Agreement and /or
deny User Group use of the stadium if User Group defaults in the performance of
any obligation hereunder , provided that in the event of such default , the County
shall give the User Group notice of such default and a reasonable period of time
to cure the default . The determination of what period of time is " reasonable " shall
be made by the County in its sole discretion , based upon relevant circumstances ,
including , without limitation , the severity of default , the extent to which the default
creates a safety risk , the amount of time remaining until commencement of the
event , etc .
16 . NOTICES . Any notices or other written communications from the User
Group to the County shall be delivered by fax , overnight mail , hand delivery , or
first class mail to the County Recreation Director . Any notices or other
communications from the County to the User Group shall be delivered by fax ,
overnight mail , hand delivery , or first class mail to the User Group Executive
Director . The names and address to be contacted are as follows :
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As to the County :
Indian River County Board of County Commissioners
Attn : Michael C . Zito , Assistant County Administrator
1801 27th Street , Vero Beach , FL 32960 -3398
As to the User Group :
Jake Owen Foundation
209 10th Avenue South , Suite 216
Nashville , TN 37203
IN WITNESS WHEREOF , the County and the User Group have caused this
Agreement to be executed in their respective names as of the date set forth
above .
USER GROUP : INDIAN RIVER COUNTY , FLORIDA :
JAKE OWEN FOUNDATION
By . p By : (
GLS C;
� i� . xt t�
Jackie Warrick , Manager unty A ministrator or Designee
App oved as to form and legal
sufficiency :
County Attoip
APPROVAL BY MILB VERO BEACH , LLC , SOLELY AS TO THIRD PARTY
BENEFICIARY PROVISIONS
MILB VERO BEACH , LLC
J
By : Craig C Ilan , Vice President
National Al soTtion of Professional Baseball Leagues , Inc . Managing Member
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As to the County :
Indian River County Board of County Commissioners
Attn : Michael C . Zito , Assistant County Administrator
1801 27th Street , Vero Beach , FL 32960 - 3398
As to the User Group
Jake Owen Foundation
209 10th Avenue South , Suite 216
Nashville , TN 37203
IN WITNESS WHEREOF , the County and the User Group have caused this
Agreement to be executed in their respective names as of the date set forth
above .
USER GROUP : INDIAN RIVER COUNTY , FLORIDA :
JAKE OWEN FOUNDATION
/C r'
By :
cki arrick , Manager County Administrator or Designee
Approved as to form and legal
sufficiency :
County Attorney
APPROVAL BY MILB VERO BEACH , LLC , SOLELY AS TO THIRD PARTY
BENEFICIARY PROVISIONS
MILB VERO BEACH , LLC
By : Craig B . Callan , Vice President
National Association of Professional Baseball Leagues , Inc . Managing Member
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ATTACHMENT 1
Section 6 . 04 . The County' s Use of Holman Stadium and the Practice Fields :
The County shall have the right to use Holman Stadium and /or the practice fields , for up
to ten ( 10 ) days per Lease Year , together with any use associated with the community' s
annual " Harvest Festival " each year , at no charge to the County ( other than reimbursing
Mi1. B for any operating expenses incurred by MiLB as a result of the Cor.rnty ' s use of
Holman Stadium and /or the practice fields ) . The dates during which the County may
use I-iohrtan Stadium and /or the practice fields shall be selected by mutual agreement of
, if the parties cannot agree on the dates , Mil- B ' s)
tho parties ; provided th �_tt
selection of dates shill be fimrl Band controlling . Provided however , that MiLB will defer
to the County and cooperate in scheduling and making the Facility available for the
community' s annual " Harvest Festival . " The County may use Holman Stadium and /or
the practice fields only for functions which do not directly compete with revenue .
generating events which have been otherwise arranged by MiLB . Moreover , the
County ' s use of Holman Stadium and /or the practice fields must not interfere in any way
with MiLB ' s use and quiet enjoyment of the Facility . The County shall not use or
authorize the use of Holman Stadium and /or the practice fields in any manner which
would have a material detrimental impact on Holman Stadium and /or the practice fields ,
and the County shall be and remain solely responsible for any damage or destruction to
Holman Stadium and /or the practice fields by the County or its assignee . The County ,
or its assignee , shall be entitled to retain the revenues from ticket sales for its events
,
and concessions sold during the events when Holman Stadium and /or the practice
fields are utilized by the County ; provided , however , that although MiLB covenants to
cooperate with the County in such endeavors , MiLB shall not be required to provide
concession management services and /or any other related services during any County
event . In all cases , MiLB shall be reimbursed by the County for any operating costs and
expenses incurred by MiLB as a result of the County' s use of Holman Stadium and /or
the practice fields , including , but not limited to , the cost of any parking attendants , ticket
takers , security personnel , clean - up crews , and the like provided by MiLB . Prior to
using Holman Stadium and /or the practice fields as provided herein , the County shall
cause MiLB to be named as an additional insured on the County' s general liability
insurance policy and shall deliver to MiLB a certificate of insurance which verifies the
existence of the policy and the fact that MiLB is named as an additional insured .
Lease Year means a twelve - month period commencing on May 1 st of any calendar year
of the Term hereof and ending on April 30th of the following calendar year ; provided ,
however , that the first Lease Year shall commence as of the Effective Date and end on
the First April 30th following the Effective Date .
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EXHIBIT 1
Indian River County Holman Stadium Use Guidelines
(Revised 04 . 13. 10)
A . Eligibility :
Requesting user groups must be Not-for- Profit section 501 ( c ) ( 3 ) corporations based
in Indian River County and serving Indian River County residents . Eligible user
groups are limited to orie use per lease year , IVlay1 through April 30 .
B . Use of Premises :
USO of tha l lolrnM.ul Stadium facllihOE 1. ancUor the tour ( 4 ) Nisehall practice fields and
the two ( 2 ) half baseball practice fields ( collectively referenced as " Stadium " ) must
be lawful and consistent with the use of Indian River County public facilities . In
addition , use must be in compliance with section 6 . 04 of the Facility Lease
Agreement dated April 21 , 2009 , between Indian River County , a political subdivision
of the State of Florida , and MiLB Vero Beach LLC , a Florida limited liability company
( " MiLB " ) , a copy of which section is attached hereto as Attachment 1 and
incorporated herein in its entirety by this reference . Requested use and dates must
not conflict with scheduled facility use by MiLB , Indian River County scheduled
events , or events sponsored by the Treasure Coast Sports Commission . User group
shall not exclude from participation in , deny the benefits of , or otherwise subject
anyone to discrimination in , the use or operation of the Stadium for the event on the
basis of age , sex , disability , race , color , national origin , religion , or ancestry .
C . Security :
Security will be provided by the Indian River County Sheriff' s Office or the Vero
Beach Police Department and MiLB . The security provisions must have the prior
written approval of both MiLB and either the Indian River County Sheriff' s Office or
the City of Vero Beach Police Department , as applicable . The user group shall be
solely responsible for all costs associated with security and shall reimburse both
MiLB for the cost of security personnel and the Indian River County Sheriff' s Office
or the Vero Beach Police Department , as applicable , for event security and traffic
control .
D . Insurance :
Insurance requirements will be determined by the County' s Risk Manager based on
the type of event , anticipated attendance , and any other criteria as established for
the determination of appropriate coverage . The County shall notify the user group
during the review process set forth in paragraph K2 of these Guidelines of the types
and amounts of required insurance coverage . Indian River County and MiLB must
be named as additional insureds in the policy or policies of insurance . A certificate
or certificates of insurance must be delivered to both the County ' s Risk Manager and
MiLB containing the types and amounts of the required coverage , and showing the
required additional insureds no later than ten ( 10 ) business days prior to the event
date . In addition , the agreement to be executed by the user group and the County
shall contain an indemnity from the user group to the County and MiLB for the costs
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of any damage or destruction to the Stadium or liabilities associated with personal
injury or death that occurs in connection with the use of the Stadium by the user
group .
E . Aloehel :
UseF groups are prehibited ftem allowing , selling , having , LISIRg , Gens-un*ng—, of
previd . . . Z. , basis whatsoever , eF allOWORg the Sale , Use , Gonsumpten , or
prov1s1 Gn off}---any— baSi$—Wfhatsoev$�8f—aPfy—afc-ehe 16—b erages of an Ro +u-re
whatsoeve�frorr; ,—on , e estien-vv4b 4fhe-Stadium-or-pren4+ ces at a y
time prier;-during ,—or-after-the event - at the-Stadium--or--premiss-- A-user group4h t
violates-t#pis-restr-ictton--wi4-be-pr-ohibited fro+ --any-fL.it-ure-use-of the-Stadiums} .
F . Facility Use Costs :
User group is responsible for any and all expenses associated with the use of the
Stadium , including costs imposed by MiLB for use , including , but not limited to ,
parking attendants , ticket takers , security personnel , clean - up crews , concession
operations , and utilities , all as set forth in Attachment 1 .
G . Security Deposit :
User group shall post a security deposit in the amount of a minimum of Ten
Thousand Dollars ( $ 10 , 000 ) Five Thousand Dollars ( $ 5 , 000 ) in the form of cash , or a
certified or cashier' s check drawn on any United States bank , irrevocable direct pay
letter of credit , or surety bond issued by a surety licensed to issue surety bonds in
Florida and included in the most recent United States Department of the Treasury
List of Acceptable Sureties , each of the foregoing payable to Indian River County to
be held by the County , and in the case of an irrevocable direct pay letter of credit or
surety bond , in form and substance acceptable to the County . The County reserves
the right to increase the amount of , the required security deposit due to the nature of
the event , and the County shall notify the User group during the review process set
forth in paragraph K2 of the Guidelines of any additional amount of security deposit .
The User Group shall deliver the security deposit to the County Office of
Management & Budget no later than ten ( 10 ) business days prior to the event date
and , if applicable , execute a cash escrow agreement between the County and the
User Group , in form and substance acceptable to the County , at the time the
security deposit is tendered .
H . Facility Preparation and Cleanup :
The user group is responsible for all costs associated with the Stadium cleanup and
field restoration as set forth in Attachment 1 . MiLB must approve cleanup and
restoration . If the user group should fail to restore the Stadium facility and grounds ,
MiLB will have the authority to initiate cleanup and restoration , and any additional
costs will be the sole responsibility of the user group , as set forth in Attachment 1
.
The County reserves the right to deduct any such additional costs from the security
deposit .
I . Television Rights :
Any recording or taping of the event must have the prior written approval of both
MiLB and the County , which consent may be granted , denied , or conditioned by
either the County or MiLB at their sole respective discretion . Nothing contained
herein shall be deemed or construed to require approval by either the County or
MiLB of any recording or taping of the event .
J . Concessions :
Concession sales and operations must have the prier written consent of MILB which
consent may be granted , denied , or conditioned by MiLB in its sole discretion . The
user group will reimburse MiLB I-or any c � � iwession service costs incurred by Mil . 13 ,
as set forth in Attachment '1 .
K . Procedures :
1 . A written request must be submitted by the user group ' s chief executive officer or
board of directors to the County Administrator or his designee at least ninety ( 90 )
days in advance of the requested use date . The request must include the following :
requested date ( s ) of use , type of event , estimated attendance , purpose , proof of
non - profit status , and a listing of current board of directors and executive director .
The County will coordinate with MiLB to seek the written approval of the availability
of the date ( s ) from MiLB .
2 . Review and approval shall include : County Administrator , Recreation Department ,
Risk Management Department , Budget Department , County Attorney and Finance
Department , and the Indian River County Sheriff' s Office or the Vero Beach Police
Department . Additional information may be requested during the review process ,
including , without limitation , proposed budget and estimated expenses and revenues
for the event . It is the responsibility of the requesting user group to secure all
appropriate approvals .
3 . After the County Administrator or designee review , the user group will be notified in
writing , within thirty ( 30 ) business days after the date the request was submitted , of
the status of the request ; the amount of the required security deposit ; the types and
amounts of required insurance coverages ; and the date the request will be submitted
for County Commission consideration . The County Administrator or designee will
submit the request to the County Commission . The County Commission may
approve , approve with conditions or deny the request . The approval or disapproval
is at the sole discretion of the County Commission .
4 . Execution of an agreement between the County and the user group with respect to
the use of the Stadium ; submission of proof of ability to obtain the required
insurance coverages ; delivery of security deposit , and , if applicable , execution of a
cash escrow agreement between the County and the user group ; and delivery of
certificates of required insurance coverages .
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L . Fiscal Reports :
Within thirty ( 30 ) business days after the event , a summary of expenses , revenues ,
and estimated attendance signed by the executive director and the chairperson of
the user group ' s board must be submitted to the County Administrator or his
designee . In addition , the user group shall submit fully executed copies of any
agreements that user group has obtained in connection with the event between the
user group and MiLB and any other vendor or provider of food and merchandise
concessions , beverages , and other items associated with the event .
M . No County FUndinc1 :
County contrihL1110n is use of the Stadimn on the date or dates requested by the user
group . No County funding of any nature whatsoever , cash or in - kind , will be
provided .
N . Permits :
Any and all required permits and licenses and associated costs for use based on the
Indian River County Code of Ordinances , Health Department or any other regulatory
authorities are the sole responsibility of the user group . Proof of permits must be
provided no later than thirty ( 30 ) calendar days prior to the requested use date to the
County Administrator or his designee . Failure to provide proof of required permits
authorizes the County to remedy the situation including up to termination of the
requested use . Any expenses incurred by the user group associated with the use of
the stadium facilities prior to the time of termination of the requested use pursuant to
this paragraph are the sole responsibility of the user group .
O . Cancellation of event
The County , in a declared emergency , may cancel the event at its sole discretion . If `
the user group proposes to cancel the use after the County Commission has
approved the application and reserved the date ( s ) , the user group must notify the
County Administrator or his designee and MiLB in writing as soon as possible prior
to the scheduled date of use .
P . Discretion
The County Administrator shall have discretion to waive any procedural , time period
or other such requirement of the Use Guidelines when he/she determines that such
waiver is in the best interests of the County .
Q . Remedies
Failure of the user group to comply with the terms of the agreement authorizes the
County to cancel the event up to the date of the scheduled event , and may prohibit
the use of the Stadium by the user group for future events at the sole discretion of
the County .
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MEMORANDUM
TO : The Honorable Mayor Jay Kramer, Vice Mayor Pilar Turner, Council -
member Brian Heady , Councilmember Craig Fletcher and Councilmember
Tracy Carroll
FROM : James R . O ' Connor , City Manager
DATE : August 4 , 2011
SUBJECT : MARDY FISH FOUNDATION AND JACK OWEN FOUNDATION
On July 26 , 2011 , we received a request from Steve Owen on behalf of his son , Jake
Owen , to extend the noise curfew from 10 : 00 p . m . to 11 : 00 p . m . on December 10 , 2011
( with a rain - out date of December 11 , 2011 ) for Jake ' s Music Fest at Holman Stadium .
Jake ' s Music Fest is held each year in conjunction with Mardy' s Tennis Fest by Vero
Beach ' s Jake Owen ( Nashville recording artist ) and Mardy Fish ( top - ranked American
tennis player ) . Each of these events raise money for the Mardy Fish Foundation , the
Jake Owen Foundation , St . Jude Children ' s Hospital , local charities and after- school
programs .
For your information , I have granted the requested extension ( see attached ) to the noise
curfew pursuant to Section 38 - 63 of the City Code .
If you have any questions , please give me a call .
I
)
4e tj'
,f ....-..�.
PF
James R. O ' Connor
JROC :jav
Attachment
Xc : Steve Owen
Don Dappen
Rol) Slezak
Tim McGarry
C : IMY DOCUMENTS\MEtvIOS JOC 2011 \CC - FISH AND OWEN FOUDNATION - EXTENSION OF NOISE CURFEW . DOCX
SPECIAL. PERMIT
TO EXTEND NOISE LIMIT FROM 10 P . M . TO 11 P . M .
Pursuant to Section 38 - 63 ( 4 ) of the City of Vero Beach Code of Ordinances , the
undersigned City Manager hereby grants permission to extend the noise curfew from
10 : 00 p . m . to 11 : 00 p . m . during the Mardy ' s Tennis and Jake ' s Music Fest to be held
at
Vero Beach Sports Village/Homan Stadium on Saturday , December 10 , 2011 , with a
rain date of Sunday , December 11 , 2011 . In addition , if any sound equipment is
required to be tested prior to this event , it must be completed before the 10 : 00 p .
m .
deadline .
Ile
James R . O ' Connor
Date :
From : Steve Owen [ mailto : ]
Sent : Monday, July 25 , 20113 : 59 PM
To : Falls, Monte
Subject : Mardy' s Tennis and Jake 's Music Fest
Dear Monte ,
Pursuant to our telephone conversation last week , I wanted to request permission from the City of Vero Beach , to
extend the " noise curfew" from 10 : 00 P . M . to 11 : 00 P . M . for the evening of Saturday , December 10th , 2011 with
a rain
out date of Sunday, December 11th, 2011 .
As you are aware, this event is held each year to raise money for the Mardy Fish Foundation and the Jake Owen
Foundation to fund both local children charities and after school programs as well as making significant contributions to
the St . Judes Childrens Hospital . This years event will be held again at the Vero Beach Sports Village/ Holman Stadium .
We appreciate all your help and look forward to another very successful event . Please let me know if there is anything
else that you need from me .
Sincerely,
Steve Owen
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