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services, or other products on terms anticipated
<br />by Barada, or for any other casualty or cause
<br />beyond its control. Such nonperformance shall
<br />not be a default hereunder and Barada's
<br />performance shall be excused, provided that it
<br />notifies Client as soon as practicable of the
<br />existence of such condition and uses reasonable
<br />efforts to resume performance as soon as
<br />practicable.
<br />14. Notices
<br />Any notice or other communication required or
<br />permitted under this Master Agreement or any
<br />Service Addendum shall be sufficiently given if
<br />delivered in person or sent by facsimile, by
<br />overnight courier of national reputation or by
<br />registered or certified mail, postage prepaid, and
<br />addressed to the recipient Party as follows:
<br />If to Client: City of South Bend
<br />227 W. Jefferson Blvd.
<br />Suite 1200 N.
<br />South Bend, IN 46601
<br />Attention: Mary Ramsdell
<br />If to Barada: Barada Associates Inc.
<br />130 East Second Street
<br />Rushville, IN 46173
<br />Attention: Business Office
<br />or to such other address or number as shall be
<br />furnished in writing by any such Party, and such
<br />notice or communication shall, if properly
<br />addressed, be deemed to have been given as of
<br />the date delivered in person or sent by facsimile,
<br />one day after deposition with an overnight
<br />courier or four (4) business days after deposit
<br />into the U.S. mail.
<br />15. Waiver
<br />A delay or omission by either Party to exercise
<br />its rights upon any event of noncompliance or
<br />default by the other Party shall not impair any
<br />such right or be construed to be a waiver
<br />thereof. A waiver by either of the Parties of any
<br />of the duties, conditions, or agreements of the
<br />.other Party shall not be construed to be a waiver
<br />of any succeeding breach thereof or of any duty,
<br />condition, or agreement herein. Unless stated
<br />otherwise, all remedies provided for in this
<br />Agreement shall be cumulative and in addition to
<br />and not in lieu of any other remedies available to
<br />any Party at law or in equity.
<br />16. Governing Law
<br />This Master Agreement and all Service
<br />Barada Master Service Agreement
<br />Addendum shall be governed in accordance with
<br />the laws of the United States of America and the
<br />State of Indiana, without reference to its choice
<br />of law provisions. In the event of litigation
<br />arising out of or connected with this Master
<br />Agreement and/or any Service Addendum,
<br />Barada and Client agree that the state or federal
<br />courts located in St. Joseph County, Indiana,
<br />shall have exclusive jurisdiction, and both
<br />Parties subject themselves to the personal
<br />jurisdiction of said courts.
<br />17. Severability
<br />All sections, clauses, and covenants contained
<br />in this Master Agreement and all Service
<br />Addendum are severable, and in the event any
<br />of them shall be held to be invalid by any
<br />competent court, this Master Agreement and all
<br />Service Addendum shall be interpreted as if
<br />such invalid sections, clauses, or covenants
<br />were not contained herein, without invalidating
<br />the remainder of this Master Agreement and/or
<br />any Service Addendum, which shall remain in
<br />full force and effect. Each provision of this
<br />Master Agreement and each Service
<br />Addendum, which provides for a limitation of
<br />liability, disclaimer of warranties, or exclusion of
<br />remedies is severable from and independent of
<br />any other provision
<br />1a. Relationship of Parties
<br />Barada is acting only as an independent
<br />contractor. Neither Party shall act nor represent
<br />itself, directly or by implication, as an agent of
<br />the other. Each Party shall be responsible for
<br />the direction and control of its employees,
<br />subcontractors, and/or consultants and nothing
<br />under this Master Agreement or Service
<br />Addendum shall create any relationship between
<br />the employees, subcontractors and/or
<br />consultants of Barada and Client, respectively.
<br />19. Class Action/Collective Action and Jury Trial
<br />Waivers
<br />Neither Client nor Barada may serve as a
<br />representative, a private attorney general, or in
<br />any other representative capacity. The Parties
<br />agree that each may bring claims against the
<br />other, including, without limitation, their affiliates,
<br />only in an individual capacity and not as a
<br />plaintiff or class member in any purported class,
<br />consolidated, mass, collective action or
<br />representative proceeding. The parties
<br />knowingly and voluntarily waive any right
<br />that they may have to a jury trial in
<br />connection with any claim, action or lawsuit
<br />relating to this Master Agreement and each
<br />Confidential and Copyright 2017 Barada Associates Inc.
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