Interlocal Cooperative Agreement - Development of Real Property in Renewable Energy Drive Subdivision

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Page 10 of 16 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. 3.18. Funding Cancellation Clause. When the Director of the State Budget Agency makes a written determination that funds are not appropriated or otherwise available to support continuation of performance of this contract, the contract 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. 3.19. 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 of laws rules. Suit, if any, must be brought in the State of Indiana. 3.20. HIPAA Compliance. [OMITTED – NOT APPLICABLE.] 3.21. Hold Harmless. Each Party agrees to exculpate, defend, and hold harmless the other Party, and its 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 party, including any claims arising out the Worker's Compensation Act or any other law, ordinance, order or decree. This hold harmless shall not extend to any contractors hired by the PARTIES. The State, in its contract for designing and constructing the Dedicated Improvements, shall obtain indemnification from its contractor. 3.22. Independent Entity. Each party 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, or subcontractors of the other party. 3.23. Indiana Veteran Owned Small Business Enterprise Compliance. [OMITTED – NOT APPLICABLE] 3.24. Information Technology Enterprise Architecture Requirements. [OMITTED – NOT APPLICABLE.] 3.25. Insurance. INDOT shall ensure that its contractors shall secure and keep in force during the term of this Agreement appropriate insurance coverage, in compliance with INDOT policies and standard specifications, covering the State and naming the CITY as an additional insured, for any and all claims of any nature which may in any manner arise out of or result form performance of work on the Dedicated Improvements contemplated under this Agreement.