Authorizing & Approving the execution of a certified Technology Park Agreement with the Redevelopment Commission, and the Indiana Economic Development Corporation

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Indiana Code § 5-17-5, the parties hereto stipulate and agree that any liability resulting from any failure of the IEDC to make payments as required hereunder shall be based solely on, and limited to, the principal amount of any previously generated CTP Revenues that have been withheld, and shall not be based on funding from federal or other sources or the City's projected or committed use of any source of funding. 22. REMEDIES NOT IMPAIRED: No delay or omission of IEDC in exercising any right or remedy available under this Agreement shall impair any such right or remedy, or constitute a waiver of any default or acquiescence thereto. 23. MISCELLANEOUS. (A.) The headings in this Agreement are intended solely for convenience or reference and will be given no effect in the construction or interpretation of this Agreement. (B.) This Agreement, including any attached exhibits, supersedes all prior oral and written proposals and communications, if any, and sets forth the entire Agreement of the parties with respect to the subject matter hereof and may not be altered or amended except in writing, signed by an authorized representative of each party hereto. (C.) The construction and enforcement of this Agreement will be governed by the laws of the State of Indiana, without regard to principles of choice of law and suit, if any, under this Agreement shall be brought in Indiana, and the City hereby consents to the personal jurisdiction of Indiana courts. (D.) No waiver of any default, failure to perform, condition, provision or breach of this Agreement will be deemed to imply or constitute a waiver of any other like default, failure to perform, condition, provision or breach of this Agreement. (E.) If any paragraph, term, condition or provision of this Agreement will be found, by a court of competent jurisdiction, to be invalid or unenforceable, or if any paragraph, term, condition or provision is found to violate or contravene the laws of the State of Indiana, then the paragraph, term, condition or provision so found will be deemed severed from this Agreement, but all other paragraphs, terms, conditions and provisions will remain in full force and effect. (F.) The parties to the Agreement, in the performance of this Agreement, will be acting in an individual capacity and not as agents, employees, partners, joint venturers or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of any other party for any purposes whatsoever. No party will assume any liability for any injury (including death) to any persons, or any damage to any property arising out of the acts or omissions of the agents, employees or subagents of any other party. -13-