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D. Miscellaneous
<br />1. If TPS fails to fulfill in a timely and proper manner the obligations pursuant to this Agreement, the
<br />Public Employer shall thereupon have the right to terminate this Agreement by giving written notice to TPS at least
<br />twenty (20) days prior to the effective date of such termination, In the event of termination, neither party hereto shall
<br />be relieved of liability to the other for damages sustained by virtue of any breach of this Agreement, and the Public
<br />Employer may withhold payment to TPS for the purpose of setoff until such time as the exact amount of damages due
<br />the Public Employer can be determined.
<br />2. If the Public Employer shall fail to fulfill in a timely and proper manner the obligations pursuant to
<br />this Agreement, TPS shall thereupon have the right to terminate this Agreement. Said notice shall be given to the Public
<br />Employer at least twenty (20) days prior to the effective date of such termination. In the event of termination, neither
<br />party hereto shall be relieved of liability to the other for damages sustained by virtue of any breach of this Agreement.
<br />3. TPS shall indemnify and hold harmless the Public Employer from any and all loss, damage, injury or
<br />liability caused by the negligence of TPS or its employees or agents in performing its obligations provided in this
<br />Agreement.
<br />4. TPS shall not be held liable and the Public Employer shall hold TPS harmless from any and all loss,
<br />damage, injury or liability caused by the negligence of the Public Employer or its employees or agents in disregarding
<br />or ignoring any professional opinion, diagnosis or recommendation of TPS or its employees or agents while TPS is
<br />performing its obligations provided in this Agreement.
<br />5. TPS certifies and warrants that it has the capacity to perform the services as required by the Public
<br />Employer with high professional quality, ability and expertise and further certifies and warrants that it has the capacity
<br />and authority to enter into this Agreement.
<br />6. TPS and its employees, agents and representatives, in the performance of this Agreement, agree not
<br />to discriminate against any employee or applicant for employment on the basis of race, religion, sex, color, creed, marital
<br />status, citizenship status, use of lawful products while not at work, being a victim of domestic or sexual violence, physical
<br />or mental disability, age, national origin, ancestry, sexual orientation, pregnancy, military status, unfavorable discharge
<br />from military service, genetic information, gender -related identity, expunged or sealed criminal history records, order
<br />of protection status, or lack of a permanent mailing address or using the mailing address of a shelter or social service
<br />provider, as well as any other protected classification pursuant to state or federal law.
<br />7. Both Parties have participated fully and equally in the negotiation and preparation of this Agreement.
<br />This Agreement will not be more strictly construed, nor will any ambiguities in this Agreement be presumptively
<br />resolved, against either Party. This Agreement will be interpreted and enforced according to the laws of the State of
<br />Indiana.
<br />8. At the expiration of the initial term hereof, or upon earlier termination of this Agreement pursuant to
<br />Section D, 1, the parties shall review the compensation paid by Public Employer and the services rendered by TPS,
<br />through the date of such termination to determine whether Public Employer is entitled to any reimbursement or whether
<br />TPS, is entitled to additional compensation, and any necessary adjustments shall be made.
<br />9. Nothing herein shall be construed as creating any personal liability on the part of any officer, director,
<br />agent, or employee of any public body which may be a party hereto.
<br />10, This Agreement represents the entire understanding between and among the parties hereto. This
<br />Agreement may not be changed, altered, or amended; modification of this Agreement must be in writing, executed by
<br />the parties hereto, refer to this Agreement by date, and must be executed on a form entitled "Supplemental Agreement"
<br />approved by all parties hereto.
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