|
Upon the County's receipt of the notice of invoice payments from Verotown, LLC, the
<br />security deposit shall be returned to the User Group; provided, however, that in the event
<br />the costs invoiced by Verotown, LLC exceed the funds available, the County shall have
<br />the right to use the security deposit for such costs. In addition, the User Group agrees to
<br />be solely responsible to pay any and all additional charges required for the staging of the
<br />event. Verotown, LLC reserves the right to modify the foregoing process to accommodate
<br />any arrangement made directly with the User Group to provide concessionaire services
<br />for 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 Verotown, LLC, their respective
<br />owners, shareholders, 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 reasonable
<br />attorney's fees and court costs, arising out of, or caused directly or indirectly, by the
<br />conduct, acts, omissions, negligence, or willful misconduct of any participant in the event,
<br />the User Group, its visitors, agents, and employees. The Indemnified County Parties,
<br />and the Indemnified Verotown, LLC Parties shall not be liable for damages to, or loss of,
<br />personal property sustained by the participants in the event, the User Group, its visitors,
<br />agents, 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 Verotown, LLC 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 1.
<br />8. FACILITY UNAVAILABILITY DISCLAIMER. The County assumes no
<br />responsibility for circumstances that may require the closing of the Stadium facility due to
<br />conditions that would render it unfit for public usage due to inclement weather, state health
<br />department or other regulatory agencies requirements. In the event of such occurrence it
<br />is the responsibility of the User Group to obtain alternative facilities and the County shall
<br />have no liability whatsoever to the User Group. The County and Verotown, LLC represent
<br />that to the best of their knowledge and belief, that Verotown, LLC is now and will remain
<br />in good standing with all State and local regulatory agencies having jurisdiction, if any to
<br />regulate, license, and permit the activities contemplated by this Agreement.
<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 prior
<br />and contemporaneous negotiations, correspondence, conversations, agreements, or
<br />understandings applicable to the matters contained herein and the parties agree that
<br />2
<br />
|