|
4. Compliance. The County, at its expense, shall comply, and cause its contractors to comply, as
<br />applicable, with all laws, orders and regulations of any governmental authorities and with any directive
<br />of any public officer with respect to activities permitted hereunder.
<br />
<br />5. Encumbrances. The County shall not permit or suffer any lien to attach to City property as a
<br />consequence of the exercise of County’s rights under this License, and if any such lien arises or accrues
<br />against the Camera, the County shall immediately effect the removal thereof at no cost or expense to
<br />the City.
<br />
<br />6. Indemnification. The County agrees to indemnify, defend and hold harmless the City, its respective
<br />agents, servants, employees, contractors, affiliates and representatives from any and all liability, loss,
<br />expense, damage, judgment or settlement which they or any of them may suffer, sustain or incur as a
<br />result of any claims, demands, costs, actions, causes of actions, damages or judgments including,
<br />without limitation, reasonable attorneys' fees, asserted against or incurred by or on behalf of the City,
<br />arising out of or resulting from the activities of the County or its contractors on City property relating
<br />to the Camera. The County’s indemnification obligations hereunder do not include (a) any liability,
<br />loss, expense, or damage which is the result of or arises out of the sole negligence of the City, its agents,
<br />servants, employees, trustees, officers, contractors, affiliates or representatives; or (2) to the extent any
<br />liability, loss, expense, or damage is caused by the negligence of another party.
<br />
<br />7. Breach. In the event that the County fails to comply with or perform any one or more of the covenants,
<br />terms and conditions to be complied with or performed by it under this License or is otherwise in default
<br />hereunder, then, and in any such event, the City shall have the right to seek equitable relief, including,
<br />without limitation, specific performance to enforce compliance with and performance of the covenants,
<br />terms and conditions to be complied with or performed by County hereunder. The City shall notify the
<br />County of any failure to comply with any terms or conditions set forth in this Agreement in writing.
<br />Further, if County fails to comply with any obligation hereunder, the City shall be permitted (but not
<br />obligated) to perform such obligation for and on behalf of County, and County shall immediately
<br />reimburse the City for such costs and expenses. The failure of the City to bring action based upon any
<br />breach hereof by County shall not be deemed nor shall it constitute a waiver of any of the terms,
<br />covenants or conditions of this License.
<br />
<br />8. Relationship/Independent Contractor. Both Parties, in the performance of this Agreement, shall act
<br />in their individual capacity and not as agents, employees, partners, joint venturers or associates of one
<br />another. The employees or agents of one Party shall not be deemed or construed to be the employees or
<br />agents of the other Party for any purpose whatsoever.
<br />
<br />9. Assignment. This License may not be assigned, sublicensed or otherwise transferred by the County
<br />without the prior written consent of the City, which may be withheld in the City's sole discretion.
<br />Subject to this paragraph, this License shall inure to the benefit of and be binding upon the successors
<br />and assigns of the parties hereto.
<br />
<br />10. Jurisdiction. This License shall be governed by, and construed in accordance with, the laws of the
<br />State of Indiana. Any dispute arising hereunder shall be resolved exclusively in the courts of the State
<br />of Indiana in St. Joseph County. The parties hereby irrevocably consent to jurisdiction and venue of
<br />said courts.
<br />
|