HomeMy WebLinkAbout2025-014Indian River County Holman Stadium Use Agreement
This Holman Stadium Use Agreement ("Agreement") is made this 14th day of
January 2025, 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, 1245 20th Street, Vero Beach, FL
32960 ("User Group").
BACKGROUND RECITALS
A. The User Group has requested the use of Holman Stadium facilities and/or the
four (4) baseball practice fields and the two (2) half baseball practice fields
(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 09, 2025, 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 200 to 600 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 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 except for the
Security Deposit set forth in paragraph G. Where the User Group uses 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
1
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. 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 officers,
employees, and agents (hereinafter individually and collectively referenced as
"Indemnified County Parties"), and VeroTown, LLC, their respective owners, share
holders, 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.
2
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 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:
As to the County:
Indian River County Board of County Commissioners
Attn: Michael C. Zito, Deputy County Administrator
1801 27th Street, Vero Beach, FL 32960-3398
9
As to the User Group
Steven R. Wilson
Indian River County Bar Association
2101 Indian River Boulevard, Suite 200
Vero Beach, FL 32960-7701
syJ�:��;� a�clre�sswayswar �.c�
772-231-4440 Ext. 129
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 Bar Association
BY: �.
Steven R. Wilson
Attest Ryan L. Butter, Clerk of
Circuit Court and Comptroller
p� r
INDIAN RIVER COUNTY, FLORIDA:
RnARn nF rnLINTY C=OMMISSION
Jos-pih Plescher
airman
Approved as to form and legal sufficiency:
k;
Attorney
APPROVAL BY VEROTOWN, LLC VERO BEACH LLC, SOLELY AS TO THIRD
PARTY BENEFICIARY PROVISIONS
VEROTOWN, LLC VERO BEACH, FL
By: lCache/% eaa'ri*a/
M
EXHIBIT 1
Indian River County Holman Stadium Use Guidelines
(Revised 07-02-13)
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. Security:
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 reimburse both Verotown
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 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
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.
G. Security Deposit:
User group shall post a security deposit in the amount of a minimum of Ten Thousand
Dollars ($10,000) 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. 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.
2
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 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.
9
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
Verotown and any other vendor or provider of food and merchandise concessions,
beverages, and other items associated with the event.
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 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 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.
4