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HomeMy WebLinkAbout2019-105INDIAN RIVER COUNTY FAIRGROUNDS LICENSE AGREEMENT License Preparation Date: duly 16.2019 LiCi nsc DU nil i'u»: November 5, 2019 Organization; SiMisr Lntertwinmenl Contact Name: Jim Davis Address: 32 South Palm Avenue I Phone: 941-3.13-2378 CilyiStale Lip Code: Sarasota. !'L 34236 F. -Mail: jimAgarden hroscircus.com Name of Even t: Garden 13nnther:c Circus Expected Attendance: 80) Load-ln Date/Time! November 5, 2019 Sam Load -Out Datc,Timc; November 5, 2019 11:59pm W ITNE;SSETH: WHEREAS, Indian River County (the "County'") is the owner of certain property known as the Indian River County Fairgrounds, located in Indian River County, Florida. (the " 'airgnn nds"); and WHI REAS,, the County has the authority to issue and/or execute, and Stellar Entertainment a Florida for profit ekirporation. (the "Applicant") desires the issuan c and/or execution of, a permitiatneunent for the utilization of the Fairgrounds, which Applicant has inspected and hereby acknov.ledges to be sufficient for its intended purpose andfor use contemplated hereunder, and WHEREAS, Applicant warrants to the County that it is qualified and authorized to do business in the State of Florida and Indian River County, Florida and has or will obtain and maintain the proper certification. licensure, insurance, permits and all other requirements pursuant to federal. stats: and Weal laws, statutes, ordinances. rules and regulations necessary tear conduct any and all activities contemplated herein. and to satisfactorily perform its obligations as herein required: and WHEREAS, the Applicant acknowledges that the: usc of the Fairgrounds is subject to and expressly onditicned hy section 205.04 (Permits) and section 205.09 (Sale and consumption of alcoholic heverages at designated rocrvational facilities), of the Indian River County Code of Ordinances, if applicable ut the time of the License Duration, which arc hereby inwrponUed by reference when applicable; NOW, THEREFORE, for and in consideration of the use of the Fairgrounds and other valuable consideration; the legal sufficiency of which is hereby acknowledged hy both parties, and of the mutual coyenanui herein contained, the parties, as indicated by their authorized representatives' signatures below, hereby agree to the terms and conditions set forth herein: PARK, PREMISES Sr EVENT SCH>h DL.LE: 1. This Indian River County Fairgrounds License Ain -caning (".1 .icense Agreement") applies to all events for the use of'the Fairgrounds. 'the areas, persormcl and facilities of the Fairgrounds which Applicant may apply for a permit, license, or use hereunder arc more particularly described as Page 1of12 Dare: Judy l6, .019 I. Facilities (Sac Exhibit A) a. C?1 Acreage u O -i F 6-10 ay u 11-44; c 41— b. u Expo Center. c. Expo Open Air Pavilion I day d. n Agricultural Pavilion c. ❑ Entertainment Building f. c Cook Shad g. LI RV t took -up II. n Amenities n I.arge Bleachers G Small Bleachers 12 ❑ Small Stage • Stage Risers if(1-6 )_ o Trans -Stage ❑ without canopy u with canopy n 10X20 Tent i u Light Towers a Picnic Tables o I loses/Sprinklers n Serving Carts u Tables (341"X96) wlchairs# L Chairs only © Marquee #: weeks I r Internet Access Golf Carts rt Expo Pavilion Curtains u Fuc Extinguishers 4 g Electric (thc "Premises"), which Applicant acknowledges to be sufficient, as is, for its intended purpose and/or ttsc contemplated hereunder. II Pc r onnel J Parks Division Staff IV. Permits EFairgrvunds Usc Permit n Alcohol Permit 2. Applicant may use and have access to the Premises fora period, commateing at $earn on November 5. 2019, and ending at 11 _i9pm on November 5, 2019, ("License 1)aration'j, which License Duration shall include Event set-up, removal and clean-up. Where the Applicant requires usage after the stipulated time, Applicant is required to pay additional charges including, hut not limited Page 2af12 Date: July 16. 2019 to standard hourly/'daily rates and any overage fccs as sct forth in the Fairgrounds Fee Schedule attached as Exhibit B ("Fee Schedule"), R. AUTHORIZED USF, TERMS SE CONDITIONS: 1. The Premises are to he usod by Applicant for the garden Bros Circus (the `Event"). jj olving circus themed taerfarrrtances with tigers. camels, dogs. ponies. horses and Hons. Applicant uses -Dangerous Wild Animals" in its Event as defined in Exhibit D attached and ineorponued by rutererax herein as well as detailed information regarding the capture and emergency Plan for anv elephants used in the show. At least twenty one (21 days tangy to the Ev(mt, Applicant shall supply co the County proof of compliance with each and every condition listed on Exhibit D. Failure by the Applicant to timely comply with thc requirements contained in Exhibit 1) shall result in the canccllaotion of this Liccn. Aute neat and a forfeit of all Applicants deposits to the Counts' as liquid2ed damages. County's tribal.~ Applicant's Initials (a) The Event may include the following tmctivities: circus shows. performance acts with animals anirnal rides and motorcycle acts. (b) The hours of the Event shall he: 1:00pm. 3:30pm & 6:00vm on November 5. 2019. (e) The Event shall be used for no other purpose whatsoever, unless prior written approval is requested in writing by Applicant and given by the County which approval shall be subject to availability but not be unreasonably withheld, conditioned, or delayed so long as such request is submitted at least 90 days prior to the beginning of the License Duration. Such change may result in a modification of the insurance requirements set forth in D. 17. 2. Applicant agrees to pay to the County as rrnt, ecs.ts, expenses and taxes for the use of the Premises the following sums: (a) Rental fcc. with tax, will be 52295.25, plus any additional charges imposed at the request of the Applicant to be reconciled at the end of License Duration, basod on the calculations on the attached Fee Schedule. A minimum of TWF:!wtTY-f l VI ; percent (25%) of the entire rental fee $466.81 ("Event Deposit') is due upon execution of this License Agreement. The balance of the rental fee set forth above and any remains payments, including any expenses, chanes or other fees described in this License Averment shall be due thirty (30) days prior 1t the Event_ Any incidental charges or fres not included in this Agreement at the time of execution shall be due within five (5) business days of the conclusion or the Event us described in RA. b. (b) A I)amage Deposit of 5500.00 shall be submitted no tater than 30 days prior to the Event. The Damag<: Deponit shall be applied against the fees. costs. expenses, charges and/or delinquent pats described herein, and against any oasts of repair or replacement of damages to the Fairgrounds that directly ur indirectly result from the Event, whether caused by Applicant or Applicant's employees, invitms. licermseees, contractors, assignees. contestants, cxhibiturs or performers, or others an thc Premises at Applicant's direction or invitation. The County's use of the Damage Deposit or any other sum described herein shall tin tui W ay constitute a waiver of any other right the; County may have at law or equity. The I nirgrwnr 1.i erase Agreement rage ,3 a.f 12 initials !}ate. July 16, 21119 Damage Deposit, to the e. -tent unused. shall be rrimmed to Applicant within thirty (30) business days Hallowing the Event_ 3_ The Applicant shall provide to the County information as to the total 'ticket sales at 30, 15, 7 and 3 days prior to the Event The County =caves the right to cap ticket sales depending on the capacity of the Premises and the Fairgrounds or because of law enforcement, sanitation, traffic control or due to other public safety issues. 4. Applicant shall be financially responsible for all charges for all materials, personnel. scrviCXS and equipment that the county furnishes for the: Event_ Applicant shall also be financially responsible liar all charges for all materials, personnel; sen iecs and equipment that are provided by non -county agencies associated with this Event (Lc., stagehands; sound/light companies, ushers). 5. This License Agreement is not apermit As set forth in sections 205.04 (Permits) and 205.09 (Sale and Consumption of Alcoholic Beverages at Designated Recreational Facilities), of the Indian River County Code of Ordinances, the Applicant must obtain the necessary fairgrounds use permit and alcohol perrnit, which collectively require the Applicant to tine obtain approvals or plats, including but not limited to, adequate sanitation facilities and sewage disposal, parking Facilities, transportation of patrons, adequate medical facilities, adequate security and traffic control. Applicant shall bac responsible for all costs associated with such facilities and scrvi 's. 6. The County shall have the right, after coordination with the Applicant's uuthorifed represenrative, to determine in its sole discretiort the level of County stafnc cssary to service the facilities during the L,iacnsc Duration. Applicant shall be responsible for all additional costs for County staff and Applicant may request additional star' as needed. 7. Applicant's failure to make any or the payments required hereunder in a timely mater shall constitute a material breach and shall result in the immediate termination of this License Agreement All fees, costs and expenses, including, without limitation, attorney's fees, incurred by the County in the collection o f any payment due hereunder shall be rcimburscel by Applie;ant. Applicant (including all artists, perfornmcrs, entertainers, sound technicians,, employees, and subcontractors of Applicant, and any other participating in the prodtu tion or the Event) shalt comply and ensure compliance with the following during the Event: (a) The hours of event production and sound checks utilizing amplified sound in the Fairgrounds are restricicd to: i. Sunday thru Thursdays from 10_00am-6:00pm with a minintaam of one thirty (30) minote intermission. E. Fridays and Saturdays from 1 Oaim l 0:59pm with a minimtun tiro= thi y (3 0) minute intermission. (b) The starting hours listed above may be adjusted to begin earlier upon approval of the County. (c) The location and arrangement of the stages and sounds systems shall be in accordance with the Stage Configuration Map as detailed by Applicant and approved by the County. The preliminary Stage Configuration Map and a Site Plan shall be provided to the County thirty (30) days prior to the Event and a Final Stage Configuration Map and Site Plan no less than fifteen (15) days prior to the Event, t'mirgrwnn ree nein Page 4 of " 12 ems r r DaM July 16.2019 (d) Sound attenuation blankets or sound walls may be required to be erected al il:e Near of any temporary stages_ Such temporary stage installations shall be installed in such a maraxn so as to minimize the noise impact on surrounding residential props tie .. (e) Applicant shall obtain stage inspection, documentation and certification in accordance with industry standard- Applicant shall provide copies of documentation reflecting certification within 24 hours of Event. Applicant shall also allow the County to inspect the stage construction, Such inspection shall occur no later than 24 boors prior to the Event. Any cost associated by the Counly's inspection shall be at the sole cost of the County. The County shall make inspector(s) available at a mutually agreeable time. Failure to timely inspect the Stage by the County shall riot preclude Applicant from proceeding with the liven 9. Undisclosed or =permitted activities or hours shall because for this license Agreement to be voidable by the; County at any time during the License Duration. Undisclosed and unpermitted activities shall be subject to cancellation of the Event, and Applicant shall be subject to damages, penalties and other legal and equitable remedies including, but not limited to full payrrnent under this License Agreement_ 10. Applicant shall not assign this License Ain -cement or anv rights hereunder or sublet the Premises without the express prior written consent of the Assistant County Administrator or hisfher designee. 11. In the event that the Prcmiscs or any other portion of the Fairgrounds are not vacated and cleaned by Applicant at the cnd of the License Duration, the County k hereby authorized to remove from the Premises or any other portion of the Fairannunds. at the expense of Applicant„ all goods, wares, merchandise and property of any and all kinds and descriptions placed or permitted therein by Applicant and which may be then occupying the same, and County shall not be liable icor any damage or Toss to such goods, warts, merchandise or other property which may be sustained either by reason of such removal or of the place to which it may be rumor cd. Applicant hereby expressly releases County from any and all such claims for damages of v.atsoevcr kind or nature and agrees to defend, indemnify and hold County harmless at Applieaan1's expense as to any claims for damages by third parties baying interacts in such goods, wares, merchandise and property, including costs and attorney's fees_ 12. Applicant shall: (i) use and occupy the Premises in a stde and careful manner, including but not limited to properly covering any and all power cords; (ii) comply with all federal, state and local laws, statutes, rules, regulations and ordinances; (iii) use the Premises solely for thc purposes provident above; (iv) not permit the Premises, or any part thereof. to be used for any unlawful purpose or in any manner that may result in or cause harm an icor damage to peons or property; (v) not post or exhibit or allow to be posted or exhibited signs, advertisements, show -bills, lithographs, posters or cards of any description inside or in front of, or on any part of the Premises, except with thc prior written consent of County, which consent shall not be unreasonably withheld, conditioned, or delayed.; and (vi) deliver to the County the Premises in as good a condition and repair, including all necessary trash or waste removal, as the same shall be found at the beginning of the License Duration. Additionally, Applicant: (a) assumes all costs arising from the use of patented, trademarked or cove -righted materials, equipment, devices. processes, or chromatic rights used on or incorporated in the conduct. of Fairgrvxen luittafS cense .4greewcnt Page .5 of 12 ,Dante: July 16, 20119 the Event Applicant shall defend, indemnify and huhu County harmless at Applicant's expense from all suite. actions, proceedings, damages, costs and expenses in law or equity, including att,nrney's fee, for or on account of any patented, trademarked or copyrighted materials, equipment, devices, prncesses or dramatic rights furnished or used by Applicant or its employees, invitees, licensees, contractors, assignees, performers, contestants and exhibitors, in connection herewith. (b) shall not alter landscaping, faxing or any perrmueeret structure nor shall there be any obstruction to ingress and egress to and from the Premises without the express written consent by the County. (c) acknowledges that the County shall have the sole right to collect and have the custody of articles left at the Premises by persons attending uny 1. ;vent given or held on the Premises, and Applicant or any person in Applicant's employ shall not calico or interfere with the collection or custody of such articles. (d) acknowledges that the County reserves the right to eject any persons reasonably deemed violent or otherwise dangerous to health, safety and welfare. (e) acknowledges that the County may immediately terminate the Event if the National Weather Service issues a severe wcathc r wetting,, or imminent severe weather conditions develop in the arca indicating a risk to public safety, or as state of emergency has been declared. Applicant hereby waives any rights and all claims for damage against the County that may result from the exercise of the rights reserved herein. (t) represents and warrants to the County that Applicant's employees, invite , licensees, contractors, assignees, contestants, exhibitors and performers by their speech, song, music. conduct or manner will not violate or incite others to violate any statute, law, ordinance, rule, regulation or order of any federal, state, municipal or other governmental authority. 13. The County and its officers, agents and employere engaged in the operation and maintenance of the Premises reserre the right to enter upon and to have fres access to the: Premises at any and all times, which reservation is hereby acknowledged and agreed to by. Applicaant. 14. Applicant releases and forfeits any right o1 action against the County or its members_ officials, employees and agents from any liabilities, claims for damages, losses, and costs which arise out of or in connection with the i event and to the fullest extent permitted by law. indemnifies, defends and saves the County and County's members, of eials, officers, employees and agents harmless (1) against all liability, claims fnr damages, and suits for or by reason of any injury to any person, including death, and damage to any property for every cause in any way connected with the Event irrespective of negligence, actual or claimed, upon the part of the County, its agents and employees., except where caused by the willful and wanton acts of County officials, officers, employees and agents, and (2) from all expenses incurred by the County for police protection, fire protection and emergency medical services, restoration and elope up, sanitation and maintenance. costs and expenses that are required to preserve public order and protect public health, welfare and safety on the Premises of the Event. Fairground 1_Jfertse greemr+rr Page 6 of 12 Initiah Date. July 16, 2019 15, At bast 30 days prior Lo :he Lia-asc Dtuation, the Applicant shall, without limiting App]icaml's liability submit certificates of insurance naming"Indian River County, FL" as additional insured and shall,: Procure and maintain at Applicant's sok expense. insurance ut'the types, coverages and amounts not less than stared below: Schedule Limits Commercial General T.iabll,ty — No more restrictive than $3,000,4)00 General Aggregate/ ISO Form C00001 (including property damage, personal injury, products / currrp, ops. agg., premises, operations, and blanket contractual liability, and bast iiquar liability) $1,000,000 Each Occurrence (The County and County's members, officials. (Allem, employees and agents. shill Ix; named as additional insureds under all of the above Commercial General t.iabitity coverage). In the event the use of motor vehicles is an intcgral part of the Event (unless a separate ordinance is specifically applicable to the automobiles)_ Automobile Liability (all automobiles -owned. hired or $500,000 Combined Single Limit non -owned) In the event the Applicant hires employees for the Event or is othcnaisc required to carry workers' compensation insurance, the Applicant will provide evidence of workers' compensation insurance or exemption as required by Florida Workers (Compensation Law u_s defined in Chapter 440, Florida Statutes. Applicant will assume responsibility for Applicant's discretion in confirming that all of the Applicant's contractors or subcontractors engaged in work for the Event have the appropriate workers' compensation coverage. Such evidence will include evidence of workers' compensation benefits and employer's liability 'Mauna= for the lbllowin;g minimum limits of eoveratge: Workers Compensation including coverage for any appropriate Fcdcaal Acts (e.g. Longshore and t tarbor Workers Compensation Act, 33 ITSC §* 901-952, and the Jones Act, 46 USC § fi 688 et seq.) where activities include liability exposures for events or occurrences covered by Federal statute. Employes Liability Foirgron 1.,C nor Agreement Florida Statutory Coverage 5100.000 Each Accident $500,000 Disease Policy Limit $100,0001 Each t Anployee&lyisease Page 7of72 Darr: Jahy 16, 2019 In the event that any services or activities of a profcssiona maize arc pnwidcd, and Risk. Management determines the cA.no.zuge is necessary, pursuant to (k) below: Professional Liability (Errors and Omissions) $1.000,040 Each Occurrence/Claim in the event that children will he supervised in connection with the Event and Risk Management determines the coverage is necessary, pursuant to (k) he ow Sexual Molestation Liability $1,000,000 Each Occurrence/Claim in the event alcoholic beverages, including beer and wine, will be served, sold, consumed or otherwise allowed tat the Event~ the entity serving or selling the alcoholic beverages must have the following coverage: I.iquar I.iahility S1,040,000 Combined Singk Limit (b) (c) Participants • Except ass. set forth below, thc Applicant shall assume all responsibility for Applicant's dis retionin obtaining, if any, insurance Irom the Event's contributing participants and subcontractors (such as caterers, vendors. production companies;, entertainers, sponsors) in the types and amounts necessary to adequately protect the County and the Cotnty's members, officials. ollicc-rs. 4:mployccs and agents. Primary and Non -Contributory The Applicant's insunmracc will apply on a primary basis and will not require contribution from any insurance or self-insurance maintained by the County: (d) Deductibles —The deductibles °I -the insurance policies applicable to the Event shall he deemed customary and the responsibility of the Applicant and any named insureds. (c) Additional insured — The Applicant's insuran c, except wvriccrs' compensation and any additional coverages when it is unatiailablc, will name thc Board of County Commissioner: of Indian River County and County's members, officials, officers, employees and agents, as additional insureds under all insurance coverages required for the Event. (f) Reporting Provision The Applicant's insurance shall bc provided on an occurrence form. In the event that coverage is only available cm a claims made form. the Applicant shall agree to maintain an extended reporting coverage for a minimum of two years past the expiration of the annual policy term_ (g) Duration Notwithstanding anything to the contrary, the Applicant's liabilities intcndnd to be covered by the insurance coverages) required under this section shall survive and not bc terninateti, reduced or otherwise limited by any expiration or termination of particular policies for insurance coverages, Fairgrau rls ec'errse Agreement Pane 8 of 12 trttttats � nates July 16, 2019 (h) (i) Sovereign Entities State and federal ager ies eligible for sovereign immunity may submit a statement of sell -insurance for liability as allovecd by the applicable state or federal statute. Such statement will be acceptable in place of insurance requirements defined herein. Financial Itesponsibility — Applicant shall obtain insurance by an insurer holding a current ccrtifivate of authority pursuant to Chapter 624, Florida Statutes, or a company that is declared as an approved Surplus Lincs carrier under Chapter 626, Florida Statutes. Such insurencx: shall be written by an insurer with anA.M. Best Rating of A -VII or better. Applicant must maintain c ontinuation of the required insurance throughout the Event` which includes load -in, setup, tear down, and load -out, (j) Evidence of Financial Responsibility Applicant must provide a ceiificatc of insuramcx to the County's Risk Manager, demonstrating the maintenance of the required insurance including the additional insured endorsement 30 days prior to the Event Date, Upon written request:. the Applicant shall make its insurance policies and endorsements available to the County's Risk Manager. The County's Risk Manager shall approve the Applicant's insurance if it complies with this License Agreement's requirements, including. if any, aaeklilionat insurance coverages deemed necessary by the Risk Manager_ No material alteration or cancellation. including expiration and non -renewal or Applicant's insurance, shall be effective until 30 days after receipt of written notice by the County from the Applicant or the Applicant's insurance company. (k) Discretionary Authority -- Depending upon the nature of any aspect of any event and its accompanying exposures and liabilities, the County may, at its sole option, require additional insuran c coverages not listed above, in amounts responsive to those liabilities, which rnay or may not require that the County also be named as am additional insured_ (l) Applicant is required to immediately notify the County of any incident, accident, occurrences and/or claims made in connection with the Eveni. 6. Applicants sixting a permit for the sale and consumption of alcoholic beverages per section 205.04 of the Indian River County Code or Ordinances shall submit the purveyor's name no less than 45 days prior to the Elfent to the County. At lest 30 days prior to the Event, the Applicant shall submit copies ies of the alcohol vendor's required state alcoholic beverage lieges and insurance certificate in accordance with St Ction R. 17 to the County- 17. ounty-_ 17. If default occurs on the part of the Applicant in fulfilment of any of the terms, covenants or conditions, including the: timely submittal of all documents set forth in Section B. of this License Agreement, the County may terminate this License Agreement and decline to issue any and all permits necessary for the Event. In such case, the rent, taxes, flees, deposits and any other charges hereunder, whether accruing before or after such termination, shall he considered part of and i eh sive of the County's damages resulting from Applicant's default. Applicant's default hereunder shall be considered a default of any and all agreements by and between Applicant and the County, and any amounts due Applicant unser its other agreements with the County may be used by the County to remedy Applicant's defaults hereunder. Any remedy grunted in this License Agr+i:m=1 to County shall he in addition to all other remedies available to County in law or equity, and not exclusive of such n.m dies. Fairg reewarmi Awe 90 12 d�r�alac �� Dame: J4 16, 2819 18. In the event that the Applicant cancels all or any time or portion of the Prcmiscs reserved for the Event, thc County must receive written notice. Applicants may be entitled to a refund according to the following schedule: (a) Cancellation prior to 180 days from the first date of License Duration will receive a r cfttnd equal to 85% of Mite 1:vent IDeposit collected under Section 13A.(a). (b) Cancellation between 90-180 days of the first date of License Duration will receive a refund equal to 50% olthe Event I)eposi: collected udder Section B.4_(a). (c) Cancellation less than 90 days of the first date; of License Duration will forfeit the Event iDeposit collected under Section I3.4_(a)_ 19_ In addition to any other chargers set forth in the Fee Schedule, the Applicant shall pay a S250 administrative fee for each modification or addendum to the License Agreement_ 20. In the event that the Pceu rieee Or arty part thereof, or adjacent premises required fbr access thereto, should be so damaged or destroyed by fire or other cause, without the fault of Applicant, as to prevent the use of the Premises for the E.:vent, then this License Agreement shall terminate. In such event. thc County shall be paid for all items of expense incurred by it under this license Agreement and any rental accrued prior to such destruction or damages, but Applicant 'hell be relieved of paying rent accruing thereafter. For purposes of this paragraph, causes or events not within Applicant's c ntrol shrill include. without limitation, acts of God, floods, earthquakes, hunitemes. Grey nand other natural disasters, acts of public enemies, riots or civil disturbances, sabotage. strikes and restraints imposed by order of a governmental agency or court. Causes or events within Applicant's control, and thus not idling within this Section 12, shall include, without limitation, Applicant's financial inability to perfortn oar comply with the terms and conditions h eeof economic. hardship, a katered act's failure or refusal to perforant or appear, and misfieasance, malfeasance or nonfeasance by any of Applicant's directors. officers, s, employees. eoniract0rs, or agents.. 21. Applicant acknowledges receipt of and agrees to comply with the Fairground's Rules and Regulations which are attached hereto as Exhibit C and incorporated by reference_ 22. Applicant assumes all risks of damages to and loss by theft or othcrwi se of the furniture, appliances or other property of Applicant or Applicant's employees, invitees, li:ccnsces, contractors, assignees, performers, exhibitors, contestants and those otherwise contracting with Applicant; and Applicant hereby expressly releases and discharges County from any and all liability for any such loee and agree to defend, indemnify and hold County harmless from all claims and actions for damages as to such losses. including attorney's fees. 23. County and Applicant retain all television, film, recording and licensing rights as to any Event that takes piles in or on the Premises. provided soh is permitted within the Artist Contract. County will coordinate such recordings with Applicant's =electing represmiativc. In the event of artist recordirag restrietione, Applicant shall request the right to allow the County to take generic production and still photographs of the Event 24. Unless cxeused by impeacticability or impossibility of performance or other lawful contractual defense, any attraction;, act, or person contractcxl to appear during the Event as an entertainer shall appear at the published time or within one hour thereafter. Applicant shall not advertise or permit Fairgrou "s cerise . igrerrm eni' initials Page 10of12 Date_ July 16, 2019 any advertising that a particular perfarmer will appear for the Event until a lie:- ucontract far the performer's appearance has been executed and copy thereof has 'been provided to the County; otherwise, the County may terminate this License Agreement and cancel the Event 25. No exception or waiver of any provision of this Lie:ense Agrernefl hall he effective unless in writing signed by the Assistant County Administrator. No such waiver shall bc held to waive the same provision on a subsequent occasion or be construed to constitute a waiver of any other provision of this License Agreement. This License Agreement contains the entire agreement between the parties. unless modified or amended tvy a subsequent written agreement executed by the parties. This License Agreement shall be governed by the laws of the State of Harida, and vc-nue for ale resolution of disputes hereunder shall be in a court of law in Indian River County, Florida, 26, At least 30 days prior to the 1ventl)ate, Applicant shall submit proof of application for a -Special Events & Tent Sales Inspection Permit" frorn the Indian River County Fire Prevention Bureau pursuant m Florida Fire Prevention Code: NTPA :1, Chapter 25. NFPA 1,01 & 102 and MC Ordinance Section 20X.1 1. 27. All of the Applicant's subcontractors shall have all of the neeessar s!.1e.; and federal licenses for thc scrvims provided at the Event, 2X. All deadlines falling ori a weekend or holiday shall be accelerated to, the prior business day. 29. Any notice, request, instruction, demand consent or other cvrnrnunication required or permitted to he given under this License Agreement shall be in writing and shall be given in writin8 and de:livered by ernai 1 or US Mail. 'Certifier: Return Receipt Requested, to the following: Indian River County A'ITN1 Scott Knauer Parks Division 5500 77* Street Vern Reach, FT, 3294,7 Email: sknauc..74_4ircgc.w.coro .A ppl kora: Dian Davis Sarasota, FL Po'6,24: 2m ,9t,g4scr6k 31-111'1 ji errAgardenbrasci rcus.corn 30. Applicant acknowlcdgcs that the County 7171,UkCb no IaLararilte% 1.0 Applicant, express or implied, as to any pecuniary gain that Applicant may have intended to result from thvent. 31 The recitals and WHEREAS clauses are true, accurate and ,correci and are hereby incorporated herein by this reference. hwnrun4 wore Ajentemeitt Wilda Poe. if of 12 Date: July 16. 200 32. Services Provided by the County: (a) County reserves the right to determine the adequacy of outside services procured by the Application under Section B as a eonditiun attic Permit. IN WITNESS WHEREOF. the paries, by and through their authorrned representatives' signaturesbelow, do hereby execute this License Agreement on this 11 day of A -`y ,.20�4�_... APPLICAN"IN DI By By. Jim Cha Sccitt Knauer, Fairgrounds Manager J airmaand% License .agreearrerrr Larr#arfs Page . !2 o/ 1= Date. JLth 16.2019