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ordinances, and all provisions required thereby are hereby incorporated herein <br />by reference. <br />5. Relationshi tinde endent Contractor. Both Parties, in the performance of this <br />Agreement, shall act in an individual capacity and not as agents, employees, <br />partners, joint venturers or associates of one another. The employee(s) or <br />agent(s) of one Party shall not be deemed or construed to be the employee(s) or <br />agent(s) of the other Party for any purpose whatsoever. Neither Party will <br />assume liability for any injury (including death) to any person(s), or damage to <br />any property, arising out of the acts or omissions of the agents, employees or <br />contractors of the other Party. <br />6. Indemnification. It is understood that the City is performing this work in an effort <br />to enhance and support the mission of the Owner. Accordingly it is <br />acknowledged and agreed that the Owner shall indemnify, defend, and hold <br />harmless the City, including any such City agents, City representatives, City <br />designees, and City employees from and against any and all claims, losses, and <br />damages for personal injury, property damage, or economic harm asserted by <br />any third -party as a result of the City's access to the Property. <br />7. Miscellaneous Provisions. <br />a. Time of the Essence. The Parties agree that time is of the essence for <br />this Agreement. <br />b. Severability. If any provision of this Agreement is determined to be illegal <br />or unenforceable, such provision shall be stricken and the remaining <br />provisions of this Agreement shall remain unaffected as if the illegal or <br />unenforceable provision never existed. <br />c. Force Majeure. Neither Party will hold the other responsible for damages <br />- ----- or delay-Gaused-by actts of God, acts of war, strikes, or other events <br />beyond the other's control. <br />d. Choice of Law; Jurisdiction. This Agreement shall be governed by the <br />laws of the State of Indiana and venue shall lie in any of the federal or <br />state courts located in St. Joseph County, Indiana. <br />e. WaiverofRights. Failure or delay by either Party to enforce any provision <br />of this Agreement will not be deemed a waiver of future enforcement of <br />that or any other provision. <br />f. Headings. Headings in this Agreement are for reference only and shall <br />not be considered binding terms of this Agreement. <br />2 <br />