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(including reasonable attorneys' fees) arising out of or relating to any negligence, intentional misconduct, breach of this Agreement or breach of applicable law by the Organization in conjunction with any of the activities described in this. Agreement. This section 9 shall survive the termination of this Agreement with respect to any acts or omissions occurring prior to the date of termination. Section 10. Assignment. The Organization shall not transfer, assign, or sublet this Agreement, or any portion thereof, to any third party without the express written approval of the County, which approval may be granted or withheld in its sole discretion. Section 11. Termination. Either party may terminate this Agre4im:ent if the other party fails to comply with a term of -the Agreement. The terminating party haf notify the other party of the decision to terminate this Agreement at least 30 days before ffectivepdate of termination. The party in default may avoid termination by correcting the default to the satisfaction of the other party prior to the effective date of termination stated in the noticT a County reserves the right to terminate this Agreement following 60 days' non e of the Count 's -intent top ceed with any renovation, improvement, or construction project to the Ballfields ifie_ will~substantially interfere with the use and enjoyment by theOrg:anization of the BallfieldsW"Suspension Period"). Any prepaid ball field reservation fee's s ollowi g termin a if of this -Agreement shall be promptly refunded to the Organization. Section 12. Ballfield Rules Apply. Unless othe .,_isre stated here n, the Organization shall comply with all of the rules and regulatio-,ns ©ntained within the Indian River County Recreation Department Athletic Field Permit Application; attachedkher�eto as Exhibit "A". mi Section 13. Miscellaneous: A. Time of the Essence. Tim --is provision of this Akg;reement. B. Force MajeurelE=mergency=`e ny non-performance of the terms or conditions of this Agreement=caused by or resltincfrom an -vent of Force Majeure (as defined below) shall not constittfilPviolation or ventaelVfAlt. For the purposes of this Agreement, the term "Force Majeure shall mean actsmol od, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, blockades, explosions, insurrections, riots, epidemics, landslides, lightening,. earthqu_akke fres, hurricanes, tropical storms, floods, tornadoes, restraints of governments, civil distuurbanoj unavoidable breakage of machinery or equipment, enactment of applicable laws prohibiting performance, and other such causes not within the reasonable control of the party clai = ng the occurrence of an event of Force Majeure. C. No Waiver. failure of either party to enforce any provision of this Agreement, or the waiver thereof, in any specific instance by either party shall not be construed as a general waiver or relinquishment on its part of such provision in any other instance, and such provision shall nevertheless remain in full force and effect. essen a in the performance of each and every D. Binding Affect; Severability. All of the provisions of this Agreement shall be binding upon and inure to .the benefit of and be enforceable by the parties. If any provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby. Page 3 of 5 60