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incurred by MiLB in connection with the User Group ' s use of the Stadium shall be set
<br /> forth on the foregoing written invoice , and such costs shall also be deducted from the net
<br /> funds , if any, and remitted to the User Group . Upon the County ' s receipt of the notice of
<br /> invoice payments from MiLB , the security deposit shall be returned to the User Group ;
<br /> provided , however, that in the event the costs invoiced by MiLB exceed the funds
<br /> available , the County shall have the right to use the security deposit for such costs . In
<br /> addition, the User Group agrees to be solely responsible to pay any and all additional
<br /> charges required for the staging of the event .
<br /> 6 . INDEMNIFICATION AND WAIVER OF CLAIMS . The User Group assumes
<br /> all 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 court
<br /> costs , arising out of, or caused directly or indirectly, by the conduct, acts , omissions ,
<br /> negligence, or willful misconduct of any participant in the event , the User Group , its
<br /> visitors , attendees at the event, agents , and employees . The Indemnified County Parties ,
<br /> and the 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 , attendees
<br /> at the event, agents , employees , or any person claiming by or through the User Group or
<br /> any of the foregoing, resulting from any fire , accident, occurrence , theft, or condition in
<br /> or upon the Stadium , provided such are not due to the sole negligence or willful
<br /> misconduct of the Indemnified County Parties or the Indemnified MiLB Parties . This
<br /> indemnification paragraph shall survive the expiration or sooner termination of this
<br /> Agreement .
<br /> 7 . CANCELLATION . This Agreement is subject to cancellation by either the User
<br /> Group or the County as set forth in Exhibit 2 .
<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 the
<br /> County shall have no liability whatsoever to the User Group .
<br /> 9 , GOVERNING LAW . The laws of the State of Florida shall govern this
<br /> Agreement and any and all legal action shall be instituted in Indian River County for all
<br /> state court 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 , or
<br /> understandings applicable to the matters contained herein and the parties agree that there
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