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Indian River County Holman Stadium Use Agreement
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This Holman Stadium Use Agreement ("Agreement") is made this day of
March 15 , 2016, by and between Indian River County Board of County
Commissioners, a political subdivision of the State of Florida ("County") and The Indian
River County Bar Association, Inc , a Florida not-for-profit corporation, 7555 20th Street,
Vero Beach, Florida 32966 ("User Group").
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 May 14th, 2016. The terms
and duration of this Agreement will include all setup and clean up time
2. NUMBER OF PARTICIPANTS EXPECTED. User Group estimates that the
number of participants expected at the event will be between 1,000 up to seating capacity
of 6,500.
3 DESCRIPTION OF EVENT User Group states that the following is an accurate
description of the event: A Charity Co-Ed Softball Game between Local Doctors and
Attorneys.
4. INSURANCE. The minimum dollar amounts and types of insurance coverage's
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. In the event that the User Group elects to use the services of Verotown, LLC for
parking attendants, ticket takers, security personnel, clean-up crews, or concession
operations, the User Group acknowledges and agrees that the County shall cause
Verotown, LLC: (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 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 Verotown, LLC 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.
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Upon the County's receipt of the notice of invoice payments from Verotown, LLC, the
security deposit shall be returned to the User Group; provided, however, that in the event
the costs invoiced by Verotown, LLC 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. Verotown, LLC reserves the right to modify the foregoing process to accommodate
any arrangement made directly with the User Group to provide concessionaire services
for 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 Verotown, LLC, their respective
owners, shareholders, officers, employees, representatives, agents, heirs, successors,
and assigns (hereinafter individually and collectively referenced as "Indemnified
Verotown, LLC 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 Verotown, LLC 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 Verotown, LLC 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. The County and Verotown, LLC represent
that to the best of their knowledge and belief, that Verotown, LLC is now and will remain
in good standing with all State and local regulatory agencies having jurisdiction, if any to
regulate, license, and permit the activities contemplated by this Agreement.
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 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 Verotown, LLC The User Group shall use the Stadium only
in the manner contemplated in this Agreement.
13. THIRD PARTY BENEFICIARY. No person other than Verotown, LLC, the County,
the Indemnified County Parties, the Indemnified Verotown, LLC 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 twelve (12) hours to cure the default or a lesser time if
appropriate to the default on the day of the event.
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 Manager. 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.
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,
The Indian River County Bar Association, Inc.
c/o Grall Law Group
7555 20th Street
Vero Beach, FL 32966
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:
INDIAN RIVER COUNTY
BAR ASSOCIATION, INC.
PAO
•V�v`,j Y C 0 di yj�ss
.l Qty.
By- Erin Grail By: Bob Solari, Chairman z
Member, Board of Directors v'•.
BCCA roved: •`2�' �- P
pP March ��, �n1 ti '=:GFq�OUNTY.��E'\o•+
Attest:Jeffrey R.Smi , Clerk of
Circuit Court and mptroller
Approved as to form and I sufficiency:
Depu
C my Attorney
APPROVAL BY VEROTOWN, LLC, SOLELY AS TO THIRD PARTY BENEFICIARY
PROVISIONS
VEROTOWNLLC
f � 1
By: Craig B. C a , Vice President
Historic odg rtown
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EXHIBIT 1
Indian River County Holman Stadium Use Guidelines
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 one use per lease year, May 1 through April 30.
B. Use of Premises:
Use of the Holman Stadium facilities and/or the eight (8) baseball practice fields and
the one (1) half baseball practice field (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, as amended, between Indian River County, a political subdivision of
the State of Florida, and Verotown, LLC, a Delaware limited liability company
("Verotown"), 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 Verotown, 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. Securi :
Security will be provided by the Indian River County Sheriff's Office or the Vero Beach
Police Department and Verotown. The security provisions must have the prior written
approval of both Verotown 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 contract directly or
reimburse Verotown for the cost of security personnel provided by 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 Verotown 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
Verotown 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 Verotown for the
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costs 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. Alcohol:
Unless specifically prohibited by the County, the sale and consumption of alcoholic
beverages shall be permitted during the event, subject to the following restrictions: (1)
such sale and consumption shall be in accordance with (i) any applicable
requirements of the City of Vero Beach relating to the sale, possession or consumption
of alcohol on public property, (ii) any requirements of the County determined
necessary or appropriate to protect the health, safety and welfare of the residents of
the County, and (iii) any other requirements of state or federal law, and (2) such sale
shall be conducted by, and under the license of, Verotown
F. Facility Use Costs:
User group is responsible for any and all expenses associated with the use of the
Stadium, including costs imposed by Verotown 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. Verotown may consent to
allow the User Group to procure the aforementioned services directly.
G. Seeuri
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H. Facility Preparation and Cleanup:
Verotown is responsible for all costs associated with the Stadium cleanup. User
Group is responsible for field restoration as set forth in Attachment 1. Verotown must
approve cleanup and restoration. If the user group should fail to restore the Stadium
facility and grounds, Verotown 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
Verotown and the.County, which consent may be granted, denied, or conditioned by
either the County or Verotown at their sole respective discretion. Nothing contained
herein shall be deemed or construed to require approval by either the County or
Verotown of any recording or taping of the event.
J. Concessions:
Concession sales and operations must either be provided directly by Verotown LLC
or have the prior written consent of Verotown which consent may be granted, denied,
or conditioned by Verotown in its sole discretion. The user group will reimburse
Verotown for any concession service costs incurred by Verotown, 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 Verotown to seek the written approval of the availability of
the date(s) from Verotown.
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.
L. Fiscal Reports:
Fiscal Reports shall not be required to be submitted to the County, provided however,
that within thirty (30) business days of the event, the User Group shall provide to the
County proof of its status as a bone fide non-profit corporation under Section 501(c)(3)
of the Internal Revenue Code.
M. No County Funding:
County contribution is use of the Stadium 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 Verotown, LLC. 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 Verotown 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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EXHIBIT 2
INSURANCE REQUIREMENTS
Commercial General Liability with minimum combined single limit of $1,000,000
per occurrence for bodily injury and property damage to include coverage for
premises / operations, products / completed operations, contractual liability,
independent contractors, and host liquor liability. Workers' compensation to
meet statutory limits in compliance with the Workers' Compensation law of
Florida and Employer's Liability of $100,000 for each accident, $500,000 disease
(policy limits) and $100,000 disease (each employee). Business Auto Liability (if
vehicles are involved) with $1,000,000 combined single limit per occurrence
coverage for bodily injury and property damage. Indian River County is to be an
additional insured for CGL and BAL. Verotown, LLC will also be named as an
additional insured on these policies.
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
VeroTown, LLC for any operating expenses incurred by VeroTown, LLC as a result of
the County's use of Holman Stadium and/or the practice fields) The dates during which
the County may use Holman Stadium and/or the practice fields shall be selected by
mutual agreement of the parties; provided that, if the parties cannot agree on the dates,
VeroTown, LLC's reasonable selection of dates shall be final and controlling Provided,
however, that VeroTown, LLC 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 VeroTown, LLC Moreover, the County's use of Holman Stadium and/or the practice
fields must not interfere in any way with VeroTown, LLC'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 VeroTown, LLC covenants to cooperate with the County in such
endeavors, VeroTown, LLC shall not be required to provide concession management
services and/or any other related services during any County event. In all cases,
VeroTown, LLC shall be reimbursed by the County for any operating costs and
expenses incurred by VeroTown, LLC 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
VeroTown, LLC. Prior to using Holman Stadium and/or the practice fields as provided
herein, the County shall cause VeroTown, LLC to be named as an additional insured on
the County's general liability insurance policy and shall deliver to VeroTown, LLC a
certificate of insurance which verifies the existence of the policy and the fact that
VeroTown, LLC 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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