Interlocal Cooperative Agreement - Replacement Agreement Pavement Improvements & Water Main Cleveland US31

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of the term of a contract with a contractor. The State may terminate for default if the City fails to cure a breach of this provision no later than thirty (30) days after being notified by the State. 2.17 Employment Option. [OMITTED-NOT APPLICABLE] 2.18 Force Majeure. In the event that either Party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of natural disaster or decrees of governmental bodies not the fault of the affected Party (hereinafter referred to as a " Force Majeure Event"), the Party who has been so affected shall immediately or as soon as is reasonably possible under the circumstances give notice to the other Party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may, by giving written notice, terminate this Agreement. 2.19 Funding Cancellation Clause. As required by Financial Management Circular 2007-1 and IC §5-22-17-5, when the Director of the State Budget Agency makes a written determination that funds are not appropriated or otherwise available to support continuation of the performance of this Agreement, this Agreement shall be canceled. A determination by the Director of the State Budget Agency that funds are not appropriated or otherwise available to support continuation of performance shall be final and conclusive. 2.20 Governing Laws. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Indiana, without regard to its conflict oflaws rules. Suit, if any, must be brought in the State of Indiana. 2.21 HIPAA Compliance. [OMITTED-NOT APPLICABLE] 2.22 Indemnification. The City agrees to indemnify, defend, exculpate and hold harmless the State oflndiana, INDOT, and their agents, officials and employees from any liability due to loss, damage, injuries, or other causalities of whatever kind, to the person or property of anyone arising out of, or resulting from the performance of this Agreement or the work connected therewith, or from the installation, existence, use, maintenance, condition, repairs, alteration or removal of any equipment or material, to the extent such liability is caused by the negligence of the City, including any claims arising out the Worker's Compensation Act or any other law, ordinance, order or decree. INDOT shall not provide such indemnification to the City. The City agrees to pay all reasonable expenses and attorney's fees incurred by or imposed on the State and INDOT in connection herewith in the event that the City shall default under the provisions of this Section. 2.23 Independent Entity; Workers' Compensation Insurance. The City is performing as an independent entity under this Agreement. No part of this Agreement shall be construed to represent the creation of an employment, agency, partnership or joint venture -8 -