Agreement - Goodwill Industries of Michiana - Bridger Merger with Goodwill

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This Agreement is strictly for the benefit of the parties and not for any third -party or person. This Agreement was negotiated by the parties at arm's length and each of the parties hereto has reviewed the Agreement after the opportunity to consult with independent legal counsel. Neither party shall maintain that the language in the Agreement shall be construed against any signatory hereto. The City and the Organization hereby renounce the existence of any form of agency relationship, joint venture or partnership between the Organization and the City and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the City and the Organization. 11. Incleinnific:aation. The Organization hereby agrees to defend, indemnify, and hold harmless the City, its officials, employees, and agents from any and all claims of any nature which arise from the performance by the Organization under this Agreement and from all costs and attorney fees in connection therewith, excepting for claims arising out of the negligence of the City, its officials, directors, employees, and agents. The obligations of the Organization under this Section shall survive the termination of this Agreement. 12. NotictcS. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered, whether or not actually received, when deposited in the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the City or the Organization, as the case may be, at the address set forth below. — I ization: LeRoy C. King, III, Director Bridges Initiative at Goodwill Goodwill Industries of Michiana, Inc. P.O. Box 3846 South Bend, IN 46619 City Pamela C. Meyer, Director Neighborhood Engagement City of South Bend, Indiana 227 W. Jefferson Boulevard, 1400S South Bend, IN 46601-1830 13. L,jeyal Ctaarai" . The Organization shall comply with federal, state, and local law in its hiring and employment practices and policies for any activity covered by this Agreement. 14. Entire rlir�ew c11761.4niendin w • AtjnW is able Lmv. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understanding of any and every nature between them. This Agreement may be amended only by separate writing, approved by both the Organization and the City. This Agreement will be construed and interpreted according to the laws of the State of Indiana. 15. J vs s�r�� nl. The Organization shall not assign or subcontract the whole or any part of this Agreement or its obligations hereunder without the prior written consent of the City. 16. .4ciclitir: nal R'.eLyeseniglions. The undersigned persons executing and delivering this Agreement on behalf of the Organization represent and certify that they are L