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deposit shall be returned to the User Group ; provided , however , that in the event the
<br /> costs invoiced by VeroTown , LLC exceed the funds available , the County shall have the
<br /> right to use the security deposit for such costs . In addition , the User Group agrees to be
<br /> solely responsible to pay any and all additional charges required for the staging of the
<br /> 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 VeroTown , LLC , their respective
<br /> owners , share holders , officers , employees , representatives , agents , heirs , successors ,
<br /> and assigns ( hereinafter individually and collectively referenced as " Indemnified
<br /> VeroTown , LLC Parties") against all claims , losses , damages , judgments , liabilities ,
<br /> accidents or ' injuries to person (s) or property, and causes of action , including
<br /> reasonable attorney ' s fees and court costs , arising out of, or caused directly or
<br /> indirectly , by the conduct , acts , omissions , negligence , or willful misconduct of any
<br /> participant in the event , the User Group , its visitors , agents , and employees . The
<br /> Indemnified County Parties , and the Indemnified VeroTown , LLC Parties shall not be
<br /> liable for damages to , or loss of, personal property sustained by the participants in the
<br /> event , the User Group , its visitors , agents , employees , or any person claiming by or
<br /> through the User Group or any of the foregoing , resulting from any fire , accident ,
<br /> occurrence , theft , or condition in or upon the Stadium , provided such are not due to the
<br /> sole negligence or willful misconduct of the Indemnified County Parties or the
<br /> Indemnified VeroTown , LLC Parties . This indemnification paragraph shall survive the
<br /> 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 .
<br /> 10 . ENTIRETY OF AGREEMENT . The Agreement incorporates and includes all
<br /> prior and contemporaneous negotiations , correspondence , conversations , agreements ,
<br /> or understandings applicable to the matters contained herein and the parties agree that
<br /> there are no commitments , agreements , or understandings of any nature whatsoever
<br /> concerning the subject matter of this Agreement that are not contained in this
<br /> Agreement . No supplement , modification , or amendment to this Agreement shall be
<br /> binding unless signed in writing by the County and the User Group .
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