HomeMy WebLinkAbout2009-233 � . fie
Indian River County Holman Stadium Use Agreement
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This Holman Stadium Use Agreement ( "Agreement" ) is made this day of
ek , 2009 , by and between Indian River County Board of County Commissioners , a
poli ical subdivision of the State of Florida ("County" ) and Every Dream Has A Price , Inc . , a
Florida not- for- profit corporation , 2179 10°i Avenue , 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 November 14 , 2009 , 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 : Celebrity vs . Government Softball Game and entertainment .
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 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 invoice
and notice of transmittal of funds to the User Group , 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 .
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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
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 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 .
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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 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 : Cliff Crawford , Recreation Director
1801 27'" Street , Vero Beach , FL 32960
As to the User Group
Every Dream Has A Price , Inc .
Attn : Julianne R . Price , President
2179 10`" Avenue , Vero Beach , FL 32960
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
EVERY DREAM HAS A PRICE , INC .
_ By :
unty Administrator or designee
ulianne R . Price , President 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 : ( see next paste for signature )
Craig Be Callan , vice President
National Association of Professional Baseball Leagues , Inc . , Managing Member
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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 four (4 ) baseball 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 MILE 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 of any damage or destruction to the Stadium that
occurs in connection with the use of the Stadium by the user group .
E . Alcohol
User groups are prohibited from allowing , selling , having , using , consuming , or providing ,
on any basis whatsoever, or allowing the sale , use , consumption , or provision , on any
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basis whatsoever of , any alcoholic beverages of any nature whatsoever from , in , around ,
or in connection with , the Stadium or premises at any time prior , during , or after the event
at the Stadium or premises . A user group that violates this restriction will be prohibited
from any future use of the Stadium .
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
This Not -for- Profit User group shall not have to post a security deposit for this event ,
as
this requirement was waived by the Board of County Commissioners at its meeting
September 8 , 2009 .
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 prior written consent of MiLB which
consent may be granted , denied , or conditioned by MiLB in its sole discretion . The user
group will reimburse MiLB for any concession service costs incurred by MiLB , as set forth
in Attachment 1 .
K . Procedures
1 . A written request , approved by the user group ' s board of directors , for use must be
submitted in writing on the requesting user group letterhead to the County Administrator or
his designee at least one hundred twenty ( 120 ) 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 , proposed budget , including preliminary anticipated expenses and
revenues , copy of section 501 (c) (3 ) status , and a listing of current board of directors and
executive director . The County will coordinate with MiLB to obtain 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 , and Finance Department , and the Indian
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River County Sheriff ' s Office or the Vero Beach Police Department . 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
Within thirty ( 30) business days after the event , a summary of expenses , revenues , and
participation 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 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 MiLB in writing as soon as possible prior to the scheduled date of use .
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P . 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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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
MiLB for any operating expenses incurred by MiLB 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 , MiLB ' s reasonable
selection of dates shall be final and 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 301h 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 ,
ATTACHMENT 1