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and local regulatory agencies having jurisdiction, if any to regulate, license, and <br />permit the activities contemplated by this Agreement. <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 <br />all state court matters and in the Southern District of Florida for all federal court <br />matters. <br />10. ENTIRETY OF AGREEMENT. The Agreement incorporates and includes all <br />prior and contemporaneous negotiations, correspondence, conversations, <br />agreements, or understandings applicable to the matters contained herein and the <br />parties agree that there are no commitments, agreements, or understandings of any <br />nature whatsoever concerning the subject matter of this Agreement that are not <br />contained in this Agreement. No supplement, modification, or amendment to this <br />Agreement shall be binding unless signed in writing by the County and the User <br />Group. <br />11. SEVERABILITY. In the event that any of the provisions of this Agreement are <br />deemed unenforceable, the enforceability of the remaining provisions of this <br />Agreement shall not be affected. <br />12. ASSIGNMENT. User Group shall not grant, assign, or otherwise convey to <br />anyone any or all of its rights to use the Stadium hereunder without the prior written <br />consent and approval of the County and VeroTown, LLC. The User Group shall use <br />the Stadium only in the manner contemplated in this Agreement. <br />13. THIRD PARTY BENEFICIARY. No person other than VeroTown, LLC, the <br />County, the Indemnified County Parties, the Indemnified VeroTown, LLC Parties, <br />and the User Group, and the successors of the User Group shall have any rights <br />whatsoever under this Agreement. <br />14. BACKGROUND RECITALS. The Background Recitals are true and correct <br />and form a material part of this Agreement. <br />15. DEFAULT. County shall have the right to terminate this Agreement and/or <br />deny User Group use of the stadium if User Group defaults in the performance of <br />any obligation hereunder, provided that in the event of such default, the County shall <br />give the User Group notice of such default and twelve (12) hours to cure the default <br />or a lesser time if appropriate to the default on the day of the event. <br />16. NOTICES. Any notices or other written communications from the User Group <br />to the County shall be delivered by fax, overnight mail, hand delivery, or first class <br />mail to the County Recreation Director. Any notices or other communications from <br />the County to the User Group shall be delivered by fax, overnight mail, hand <br />delivery, or first-class mail to the User Group Executive Director. The names and <br />address to be contacted are as follows: <br />3 <br />