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for utilities and any other costs incurred by Verotown, LLC in connection with the User
<br />Group's use of the Stadium shall be set forth on the foregoing written invoice, and such
<br />costs shall also be deducted from the net funds, if any, and remitted to the User Group.
<br />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
<br />event the costs invoiced by Verotown, LLC exceed the funds available, the County shall
<br />have the right to use the security deposit for such costs In addition, the User Group
<br />agrees to be solely responsible to pay any and all additional charges required for the
<br />staging of the event. Verotown, LLC reserves the right to modify the foregoing process
<br />to accommodate any arrangement made directly with the User Group to provide
<br />concessionaire services 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
<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 The County and
<br />Verotown, LLC represent that to the best of their knowledge and belief, that Verotown,
<br />LLC is now and will remain in good standing with all State and local regulatory agencies
<br />having jurisdiction, if any to regulate, license, and permit the activities contemplated by
<br />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
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