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warranties of merchantability or fitness of the Buildings for any purpose, and City agrees to accept
<br />the Buildings in their "as -is" condition.
<br />5. Removal of Buildings; Costs. The City will commence its removal of the Buildings
<br />from site on or before April I, 2018, and will complete the same within a reasonable time thereafter,
<br />subject to delays outside the City's reasonable control. The City's duty to remove the Buildings
<br />stated in the foregoing sentence will be deemed to include (a) removing all seven (7) Buildings
<br />from the Site, (b) removing surrounding structures, boardwalks, railings, and fences from the Site,
<br />and (c) restoring the Site to usable condition with grass seeding as it existed prior to the City's
<br />removal of the Buildings from the Site. City is solely responsible for removal of the Buildings
<br />from the Site and agrees to obtain any and all applicable licenses and permits for the same. The
<br />Parties agree and acknowledge that the City will not seek from the College any compensation or
<br />reimbursement of costs or expenses associated with the City's removal of the Buildings from the
<br />Site, as defined in this Section 5.
<br />6. Indemnification. The City hereby agrees to indemnify, defend, and hold harmless
<br />the College, its trustees, employees, agents, representatives, successors and assigns, from and
<br />against any claim, action, demand, loss, expense, liability, penalty or other damage, including
<br />without limitation, legal costs and expenses and other costs and expenses incurred as a result of (a)
<br />the City's performance under this Agreement and its removal of the Buildings from the Site, (b)
<br />any failure by the City to comply with applicable public works contracting requirements in
<br />connection with its performance under this Agreement, and (c) the perfection of any liens, claims,
<br />demands, expenses, judgments or any other obligations created or suffered by reason of any labor
<br />or services performed for or materials used by or furnished to City or any contractors employed by
<br />the City with respect to the Buildings or their removal from the Site.
<br />7. Insurance and Risk Management. From the Effective Date of this Agreement until
<br />the completion of its removal of the Buildings from the Site pursuant to Section 5 above, the City
<br />will obtain and keep in force its own insurance coverage (including its liability self-insurance fund).
<br />In addition, the City will cause its contractors or subcontractors to obtain and keep in force
<br />insurance coverage to cover their operations on the Site and will supply the College certificates of
<br />insurance, with proof of insurance of general liability insurance, comprehensive or liability
<br />insurance and Workers' Compensation coverage as required by law in amount of One Million
<br />Dollars ($1,000,000). College shall be included as an additional insured on all such contractors'
<br />and subcontractors' insurance policies.
<br />8. Governing Law. This Agreement shall be governed by, and construed in
<br />accordance with, the laws of the State of Indiana.
<br />9. Dispute Resolution; Waiver of Jury Trial. Any action to enforce the terms or
<br />conditions of this Agreement or otherwise concerning a dispute under this Agreement will be
<br />commenced in the courts of St. Joseph County, Indiana, unless the Parties mutually agree to an
<br />alternative method of dispute resolution. The Parties acknowledge that disputes arising under this
<br />Agreement are likely to be complex and they desire to streamline and minimize the cost of
<br />resolving such disputes. In any legal proceeding, each Party irrevocably waives the right to trial
<br />by jury in any action, counterclaim, dispute, or proceeding based upon, or related to, the subject
<br />matter'of this Agreement. This waiver applies to all claims against all parties to such actions and
<br />proceedings. This waiver is knowingly, intentionally, and voluntarily trade by both Parties.
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