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the Dodgers in connection with the User Group ' s use of the Stadium shall be set forth on
<br /> the foregoing written invoice, and such costs shall also be deducted from the net funds, if
<br /> any, and remitted to the User Group . Upon the County ' s receipt of the invoice and notice
<br /> of transmittal of funds to the User Group, the security deposit shall be returned to the
<br /> User Group ; provided, however, that in the event the costs invoiced by the Dodgers
<br /> exceed the funds available, the County shall have the right to use the security deposit for
<br /> such costs . In addition, the User Group agrees to be solely responsible to pay any and all
<br /> additional charges required for the staging of 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 officers,
<br /> employees, and agents (hereinafter individually and collectively referenced as
<br /> "Indemnified County Parties" ) , and the Los Angeles Dodgers Inc . , their respective
<br /> owners, share holders, officers, employees, representatives, agents, heirs, successors, and
<br /> assigns (hereinafter individually and collectively referenced as "Indemnified Dodgers
<br /> Parties") against all claims, losses, damages, judgments, liabilities, accidents or injuries to
<br /> person( s) or property, and causes of action, including reasonable attorney ' s fees and court
<br /> costs, arising out of, or caused directly or indirectly, by the conduct, acts, omissions,
<br /> negligence, or willful misconduct of any participant in the event, the User Group, its
<br /> visitors, agents, and employees . The Indemnified County Parties, and the Indemnified
<br /> Dodgers Parties shall not be liable for damages to, or loss of, personal property sustained
<br /> by the participants in the event, the User Group , its visitors, agents, employees, or any
<br /> person claiming by or through the User Group , or any of the foregoing, resulting from
<br /> any fire, accident, occurrence, theft, or condition in or upon the Stadium, provided such
<br /> are not due to the sole negligence, or willful misconduct of the Indemnified County
<br /> Parties or the Indemnified Dodgers Parties . This indemnification paragraph shall survive
<br /> the expiration or sooner termination of this Agreement .
<br /> 7 . CANCELLATION . This Agreement is subject to cancellation by either the User Group
<br /> 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 .
<br /> 9 . GOVERNING LAW . The laws of the State of Florida shall govern this Agreement and
<br /> 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 there
<br /> are no commitments, agreements, or understandings of any nature whatsoever concerning
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