Interlocal Agreement - Northern Indiana Commuter Transporatation District - No Cost Transfer of Refurbished Railcar from the NICTD to the City of SBFD

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4. Indemnification: The City agrees to indemnify and hold harmless NICTD, its agents, employees, representatives, successors and assigns, from and against any claim, action, demand, loss, expense, liability, penalty or other damage, including without limitation, legal costs and expenses and other costs and expenses incurred as a result of, or in any way related to, the use of the Railcar following its delivery to the Training Center. 5. Confidentiality and Disclosure of Information: NICTD understands and agrees that certain data, materials, or information disclosed to NICTD incidental to this Agreement may contain confidential or protected information. To the extent allowed by law, NICTD agrees that it will not disclose or discuss such information with third parties without prior written consent of the City. NICTD understands and agrees to comply with the legal requirements of Indiana Code § 5-14- 3-1, et. seq. (commonly known as Indiana's Access to Public Records Act), to the extent applicable. 6. Relationship: Each Party, in the performance of this Agreement, shall act in an individual capacity and not as agents, employees, partners, joint venturers or associates of one another. The employee(s) or agent(s) of one party shall not be deemed or construed to be the employee(s) or agent(s) of the other party for any purpose whatsoever. 7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Indiana. 8. No Third -Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the Parties hereto and their respective successors or assigns, any remedy or claim under or by reason of this Agreement or any term, covenant, or condition hereof, as third -party beneficiaries or otherwise, and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of the Parties. 9. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the Parties with respect to its subject matter. No representation, promise, or inducement not included in this Agreement will be binding upon the Parties. This Agreement cannot be modified except by mutual agreement of the Parties set forth in a written instrument signed by the Parties' authorized representatives. 10. Binding Effect; Counterparts; Signatures. All the terms and conditions of this Agreement will be effective and binding upon the Parties and their successors and assigns at the time the Agreement is fully signed and delivered by both Parties. This Agreement may be separately executed in counterparts by NICTD and the City, and the same, when taken together, will be regarded as one original agreement. Electronically transmitted signatures will be regarded as original signatures. 11. Authority. With the signing of this Agreement, NICTD and the City hereby warrant that each has the full power and legal authority to enter into this Agreement. The