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<br /> 5 . FEES , The User Group agrees to pay all Stadium use charges as set forth in
<br /> Exhibit I , including , without limitation , the charges set forth in paragraphs C , D , F , G
<br />, H ,
<br /> and I . Where the User Group uses the services of MiLB for parking attendants , ticket
<br /> takers , security personnel , clean - up crews , or concession operations , the User Group
<br /> acknowledges and agrees that the County shall cause MiLB : ( i ) to provide a written
<br /> invoice for such services to the User, together with a courtesy copy to the County within
<br /> ten ( 10 ) business days after the conclusion of the event ; and ( ii ) to remit the net funds , if
<br /> any , to the User Group . In addition , all costs for utilities and any other costs incurred by
<br /> MiLB in connection with the User Group ' s use of the Stadium shall be set forth on the
<br /> foregoing written invoice , and such costs shall also be deducted from the net funds , if
<br /> any , and remitted to the User Group . Upon the County' s receipt of the notice of invoice
<br /> payments from MilB , the security deposit shall be returned to the User Group ; provided ,
<br /> however, that in the event the costs invoiced by MiLB exceed the funds available , the
<br /> County shall have the right to use the security deposit for such costs . In addition , the
<br /> User Group agrees to be solely responsible to pay any and all additional charges
<br /> required for the staging of the event .
<br /> 6 . INDEMNIFICATION AND WAIVER OF CLAIMS . The User Group assumes all
<br /> risks and agrees to indemnify fully and save and hold harmless the County , its
<br /> commissioners , officers , employees , and agents ( hereinafter individually and collectively
<br /> referenced as " Indemnified County Parties ") , and MiLB , their respective owners , share
<br /> holders , officers , employees , representatives , agents , heirs , successors , and assigns
<br /> ( hereinafter individually and collectively referenced as " Indemnified MiLB Parties ")
<br /> against all claims , losses , damages , judgments , liabilities , accidents or injuries to
<br /> person (s ) or property , and causes of action , including reasonable attorney ' s fees and
<br /> court costs , arising out of, or caused directly or indirectly , by the conduct , acts ,
<br /> omissions , negligence , or willful misconduct of any participant in the event , the User
<br /> Group , its visitors , agents , and employees . The Indemnified County Parties , and the
<br /> Indemnified MiLB Parties shall not be liable for damages to , or loss of, personal
<br /> property sustained by the participants in the event , the User Group , its visitors , agents ,
<br /> employees , or any person claiming by or through the User Group or any of the
<br /> foregoing , resulting from any fire , accident , occurrence , theft , or condition in or upon the
<br /> Stadium , provided such are not due to the sole negligence or willful misconduct of the
<br /> Indemnified County Parties or the Indemnified MiLB Parties . This indemnification
<br /> paragraph shall survive the expiration or sooner termination of this Agreement .
<br /> 7 . CANCELLATION . This Agreement is subject to cancellation by either the User
<br /> Group or the County as set forth in Exhibit 1 .
<br /> 8 , FACILITY UNAVAILABILITY DISCLAIMER . The County assumes no
<br /> responsibility for circumstances that may require the closing of the Stadium facility due
<br /> to conditions that would render it unfit for public usage due to inclement weather , state
<br /> health department or other regulatory agencies requirements . In the event of such
<br /> occurrence it is the responsibility of the User Group to obtain alternative facilities and
<br /> the County shall have no liability whatsoever to the User Group .
<br /> 9 . GOVERNING LAW . The laws of the State of Florida shall govern this Agreement
<br /> and any and all legal action shall be instituted in Indian River County for all state court
<br /> matters and in the Southern District of Florida for all federal court matters .
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