Traffic Signal Maintenance Agreement - Provide Routine & Emergency Maintenance of Entire Traffic Signal System

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Page 17 of 42 3.19 FUNDING CANCELLATION. 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 State Budget Agency that funds are not appropriated or otherwise available to support continuation of performance shall be final and conclusive. 3.20 GOVERNING LAW. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Indiana, without regard to its conflict of laws rules. Suit, if any, must be brought in the State of Indiana. 3.21 HIPAA COMPLIANCE. [OMITTED – NOT APPLICABLE] 3.22 INDEMNIFICATION. The CITY agrees to indemnify, defend, and hold harmless the State, its agents, officials, and employees from all third party claims and suits including court costs, attorney’s fees, and other expenses caused by any act or omission of the CITY and/or its agents, officials, employees, contractors and subcontractors, if any, in the performance of this Agreement. The State shall not provide such indemnification to the CITY. 3.23 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 agreement between the Parties. Neither Party will assume liability for any injury (including death) to any persons, or damage to any property, arising out of the acts or omissions of the agents, employees, contractors or subcontractors of the other Party. The CITY shall provide all necessary unemployment and workers’ compensation insurance for the CITY’s employees, and shall provide the State with a Certificate of Insurance evidencing such coverage prior to starting work under this Agreement. 3.24 INDIANA VETERAN OWNED SMALL BUSINESS ENTERPRISES COMPLIANCE. [OMITTED—NOT APPLICABLE.] 3.25. INFORMATION TECHNOLOGY ENTERPRISE ARCHITECTURE REQUIREMENTS. [OMITTED – NOT APPLICABLE] 3.26 INSURANCE. If the CITY retains contractors to perform traffic signal maintenance under this Agreement, it shall require its contractors to list INDOT as an additional insured, and in addition, it will require the contractor to secure and keep in force during the Term of this Agreement the