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South Florida Fair & Expo Center
P.O. Box 210367
West Palm Beach, FL 33421-0367
SOUTH FLORIDA FAIR AND PALM BEACH COUNTY EXPOSITIONS, INC.
SCHOOL PERFORMANCE RIDER
The terms and provisions of this South Florida Fair and Palm Beach County Expositions, Inc., Performance Rider ("Rider") are incorporated into the Agreement ("Agreement") between the South Florida Fair and Palm Beach County Expositions, Inc. (“Fair”) and __from above section____ (“School”).
1.The parties to this Rider and Agreement intend the relationship between them to be one of an independent School and customer. No employee, agent, servant, representative or School shall be, or shall be deemed to be, an employee, agent, servant, representative of the Fair. The manner, means and methods of providing the services contemplated in the Agreement and Rider are to be under the sole direction and control of School, with the exception of School’s dates, times and the minimum or maximum length of performance. None of the benefits provided by an employer to its employees, including but not limited to any wages or compensation, workers' compensation insurance or unemployment insurance shall be available from or through Fair to School or the employees, agents, servants, representatives or Schools at any time. School represents and warrants that he/she/they/it has in place and will maintain in effect throughout the Agreement insurance in an amount sufficient to cover School and its employees, agents, servants, Schools and representatives who are performing School’s obligations arising out of the Agreement and Rider, including but not limited to sufficient coverage for work-related injuries sustained by School, employees, employers' liability coverage, auto liability coverage, workers compensation coverage and general liability coverage.
2.School shall remain liable for the acts of its agents, servants, employees, representatives and Schools during the performance of any of School’s obligations arising under the Agreement and Rider and during any travel to and/or from the fairgrounds. School hereby covenants and agrees to fully exonerate, indemnify, defend and hold harmless the South Florida Fair and Palm Beach County Expositions, Inc., its Board of Trustees, Directors, Officers and all management, staff, agents and employees each severally and separately from any and all claims, suits, losses, damages, judgments, fines, penalties, liabilities, expenses, including reasonable attorney's fees and costs, in all administrative proceedings and at the trial and appellate level, for any injury or death to persons (whether they be third persons or employees of either the Fair or School and any loss (through theft, fire or otherwise) of or damage to property (whether it be that of the Fair, School, or some third party) caused by, growing out of, or arising out of School’s performance, or use or attendance on the fairgrounds, including, without limitation, use by School’s agents, employees or third parties; exercise of any rights under the Agreement or Rider; breach of any term, warranty or provision of this Agreement or Rider by School; the sale of products; performance on the fairgrounds; or any act or omission of School, its employees, officers, or agents.All such liability is hereby expressly assumed by School.Such indemnification shall not apply to injury to persons or damage to property arising out of the Fair's gross negligence or willful misconduct.Fair cannot indemnify a School or Agent of School as a result of its entitilement to sovereign immunity. This provision shall expressly survive termination of this Agreement and Rider.
3.School agrees to comply with all local ordinances and codes, applicable state and federal statutes and regulations, whether existing or in the future, in performing his/her/their/its obligations arising out of the Agreement and Rider. School agrees to deduct, pay and remain solely responsible for any necessary workman's compensation insurance premiums, income taxes, required withholdings, unemployment insurance premiums, agent's fees or commissions, or union dues arising out of the performance of School’s obligations arising under the Agreement and Rider, and School will defend and hold Fair harmless against any such expenses, fees, commissions, and/or alleged violation(s) of any local ordinances, codes, statutes and/or regulations, as well as against any claim(s) by any Union(s) and/or Agent(s) for benefits, fees, commissions, dues, or other payments arising out of, or resulting from the performance.
4.The Fair reserves all rights and privileges for outgoing television, radio, internet and other electronic and computer generated broadcasts originating from the fairgrounds, including School’s performance(s). Fair shall advertise the School’s performance(s), and utilize School’s likeness, to any extent and through any medium desired, as it deems appropriate.School in carrying out its rights and responsibilities hereunder shall not infringe upon any patent, copyright or trademark owned by any third party.School agrees to indemnify, defend and hold the Fair harmless from any claims, damages, or costs, including legal fees, which might arise from any infringement or alleged infringement. The Fair name and logo are protected trademark/service marks and may not be used without the express written consent of the Fair.
5.The venue of any legal proceeding brought in connection with the Agreement and Rider, or any aspect of the relationship between the parties shall be in Palm Beach County, Florida and the Agreement and Rider shall be considered to have been made and executed in Palm Beach County, Florida, and shall be interpreted, construed and enforced in accordance with the laws of Florida and no other.
6.Unless otherwise agreed by the parties in writing, School shall provide all necessary equipment for the performance at School's sole expense. Fair is not responsible for any equipment unless otherwise specifically provided for in this Agreement. School shall be prepared to begin the performance precisely at the date and time set forth on the attached Agreement. Any required setup shall be completed by School in advance of said date and time.No School merchandise sales are permitted, unless authorized in writing by the Fair, or the subject of a separate Agreement between the parties.
7. If an Act of God, nature, war, riots, epidemics, strikes, an act (or order) of public authority, pandemics, on-sight mechanical difficulties (i.e., a power failure), a request by any local, state or federal agency to utilize or occupy the fairgrounds, a local, state or federal request to cancel the Event as a result of a recognized health threat, including but not limited to, COVID-19, or other legitimate causes beyond the control of the parties should render the performance contemplated by the Agreement and Rider impossible, the parties shall not be liable to one another for any damages they sustain, including but not limited to non-payment of the performance fee. In such an event, the parties shall attempt to reschedule the performance for another mutually convenient date and time. If rescheduling is not possible, then the Agreement and Rider shall become null and void upon either party's written notification to the other at its last known address and any monies paid by Fair shall be refunded in full, less expenses incurred by School. In such an event, neither party shall have any other or further obligation to the other arising out of the Agreement and Rider.
8.Payment will be made by Fair, as agreed with School, immediately following the performance(s).
9.If any actions by School or School's employees, agents, servants, or representatives are in conflict with any policies, rules, or regulations of Fair while School is on Fair's property, and School or his/her/their/its employees, agents, servants or representatives fail or refuse to correct the same upon verbal notification by Fair, then Fair shall have the right to immediately terminate the performance and cancel the Agreement and Rider with no liability whatsoever, including non-payment of the performance fee. School and School's employees, agents, servants and representatives shall not be under the influence of any intoxicating beverages, narcotics or drugs at any time while on Fair's property. Any violation of this provision will result in immediate termination of the Agreement and Rider by Fair with no liability whatsoever, including nonpayment of the performance fee.
10.All terms and conditions of the agreement and Rider shall be binding upon the parties, his/her/their/its heirs, representatives and assigns and cannot be waived or modified by any oral representation or promise of any agent or other representative of the parties hereto unless the same be in writing and signed by the duly authorized agent or agents who executed the Agreement and Rider.Neither party may rely on any oral representations and must look solely to the terms of Agreement and Rider.The Agreement and Rider constitutes the entire agreement and understanding between the parties, whether oral or in writing, as to the subject matter hereof.Any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force or effect.
11.Any damage to Fair's property or any rented equipment which results from the acts or omissions of School and/or his/her/their/its employees, agents, servants, representatives or Schools shall be the responsibility of School and payment for any such damage shall be made by School upon written notification of the damage by Fair, or the Fair may elect to deduct the amount of damage from the performance fee due the School.
12.In the event of any conflict, inconsistency or incongruity between the terms of the agreement and Rider, or between this Rider and any other agreement or Rider concerning the subject matter hereof, the terms and provisions of this Rider shall in all respects govern and control.
13.In signing this Rider, the undersigned parties hereby represent and warrant that he/she/they are duly authorized representatives of the person or entity for which he/she/they sign and legally are entitled to enter binding Agreements on his/her/their/its behalf; that the undersigned’s have read this entire document; that the undersigned’s understand the terms and provisions of this document; that the undersigned’s know this document will affect his/her/their legal rights and/or those of the person or entity they represent; and that the undersigned’s have signed this document knowingly and voluntarily.
14.Since the essence this Rider concern the specific individuals and the unique personalities and talents of School, Fair will only pay the performance fee specified in the agreement if the School performing is, in fact, the specific School agreed upon. If in the case of a group, the entire group does not perform, or if the School is not the School specified in the agreement, payment of the performance fee shall not be required unless School has notified Fair of the change in advance of the performance and Fair has agreed, in writing, to allow the group to perform with less than the entire group or with Schools other than those contemplated when the agreement was executed. This provision is a material inducement to the Fair entering into the agreement. The agreement and Rider and any and all of their rights may not be assigned. The School agrees to be bound by all exclusive agreements entered into by the Fair with third parties, such as Pepsi.
15.All of the terms and provisions of this Rider and the agreement shall be enforceable irrespective of whether the School is being compensated, or is performing free of charge, such as in the case of a benefit performance. Time is of the essence of all of the provisions and terms of this Rider.
16.To facilitate the execution of this Rider and agreement, any number of counterparts of them may be executed and delivered.It shall not be necessary that each party's signature appear on each counterpart, but it shall be sufficient that each party's signature appear on one or more of the counterparts.Each of the counterparts shall be considered an original and all of them, together, shall constitute one and the same instrument. Any number of duplicates of the agreement or Ridermay be executed and delivered, each of which shall be considered an original. If any term, covenant, or condition of this Rider or the application thereof to any person or circumstance shall be to any extent held invalid or unenforceable, the remainder of this Rider or the application of such terms, covenants, and conditions to the persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant, or condition of this Rider shall be valid and enforceable to the fullest extent permitted by law.