Temporary Storm Sewer Access Agreement - Madison Street Development LLC - Commerce Center Project

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Indemnified Parties may suffer or incur as a result of any claims or actions brought by any person or entity arising out of this Agreement or the License herein granted. If any action or proceeding is brought against an Indemnified Party in connection with this Agreement or the License herein granted, the Company will defend such action or proceeding at its own expense and will pay any judgment rendered therein. 10. This Agreement may not be assigned by the Company without the City's prior written consent, which the City may withhold for any reason or no reason. Any violation of this limitation shall terminate the License and all of the Company's rights under this Agreement. 11. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana and any disputes arising hereunder shall be brought in a court of competent jurisdiction in St. Joseph County, Indiana. lAdditionally, if, after negotiating in good faith for a reasonable time period to resolve a dispute arising under this Agreement, a party institutes an action to enforce any provision hereunder, the prevailing party shall be entitled to recover from the losing party the prevailing party's reasonable costs and expenses, including, but not limited to, attorneys' fees and court costs. 12. 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 concerning such subject matter. 13. The undersigned representative of the Company represents that he has been duly V authorized to execute this Agreement on behalf of the Company. [Signature page follows.]