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business interruption losses that result from a roofing failure of the roof of the Executive
<br />Building that prevents Verotown from fully utilizing the building for its intended purpose."
<br />7. Reimbursement upon County Default. Section 8.03(c)(i) is hereby amended by deleting
<br />"Fourteen Million Four Hundred Fifty Thousand Dollars ($14,450,000)" and replacing it
<br />with "Eighteen Million, Seven Hundred Twenty Thousand and No/100 Dollars
<br />($18,720,000.00)" in lieu thereof; provided, however, that the foregoing amount will be
<br />automatically amended to reflect any amounts returned to the County pursuant to and in
<br />accordance with Section 4(d) of this Second Amendment.
<br />8. Indemnification; Release by County.
<br />(a) To the extent permitted by Florida law, in addition to County's indemnification
<br />obligations under the Agreement, the County agrees, subject to the limitations set forth in
<br />Sections 8.04(d) 1. and 2., to indemnify, save and hold Verotown harmless from any and
<br />all Losses (as defined in the Agreement) that (i) are caused by or related to (x) a failure of
<br />the existing Executive Building roof or (y) the presence, existence or discovery of any mold
<br />in the Executive Building, in each instance prior to the substantial completion of the
<br />Executive Building project described in Section 8.05(a)(19) and/or (ii) arise out of or are
<br />connected with the hotel room asbestos abatement project described in Section 8.05(a)(18)
<br />(the matters set forth in the immediately foregoing clauses (i) and (ii) being referred to
<br />collectively herein as the "Indemnified Matters"); provided that the County will not be
<br />responsible for any Losses for the Indemnified Matters that are directly caused by the gross
<br />negligence or willful misconduct of Verotown and any liability of the County shall be
<br />reduced proportionately to the extent of any contributory fault chargeable by Verotown. In
<br />the event that the Agreement should terminate and/or Verotown should ever cease to be
<br />the lessee under the Agreement, the County does hereby release and forever discharge
<br />Verotown and its respective affiliates, subsidiaries and direct or indirect parent or affiliate
<br />entities and all present, former and future managers, directors, officers, agents,
<br />representatives, employees, contractors, successors and assigns of Verotown and/or its
<br />respective affiliates, subsidiaries and direct or indirect parent entities (collectively, the
<br />"Released Parties") against any and all claims, suits, controversies, actions, causes of
<br />action, cross-claims, counter -claims, demands, debts, compensatory damages, liquidated
<br />damages, punitive or exemplary damages, other damages, claims for costs and attorneys'
<br />fees, or liabilities of any nature whatsoever in law and in equity, both past and present and
<br />whether known or unknown, suspected, or claimed against the County or any of the
<br />Released Parties, which arise out of or are connected with the hotel room asbestos
<br />abatement project described in Section 8.05(a)(18) and/or the Executive Building project
<br />described in Section 8.05(a)(19) (collectively, the "General Release"). The Released
<br />Parties are intended to be third -party beneficiaries of this Amendment, and the General
<br />Release may be enforced by each of them in accordance with the terms hereof in respect
<br />of the rights granted to such Released Parties hereunder.
<br />9. Bid Process. The County hereby finds that it is in the best interest of the County and its
<br />citizens to waive the requirements for bids and a public procurement process pursuant to
<br />the process defined by the Indian River County ordinance and hereby contracts with
<br />Verotown, as the lessee pursuant to the Agreement, to oversee and manage the Second
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