Agreement - Sanctuary at St Pauls - Temp. Construction Access & Access to Sewer Agreement

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6. Indemnification by St. Paul. St. Paul shall indemnify and hold harmless City, its affiliates, employees, agents, successors and assigns, against any and all liability arising out of St Paul's or St. Paul's Personnel's failure to comply with the terms or conditions of this Agreement or for injury, loss, claims or damages arising directly or indirectly from of St Paul's or St. Paul's acts, omissions, negligence or willful misconduct, in performing under or in any way connected with this Agreement. This Agreement may not be assigned by St. Paul without the express written consent of City which such consent may be withheld for any reason. Any violation of this limitation shall terminate this Agreement and forfeit St. Paul's rights under this Agreement. 8. This Agreement shall be construed and interpreted according to the laws of the State of Indiana. 9. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understanding of any and every nature between them. 10. The person signing on behalf of St. Paul represents that he/she has been duly authorized to execute this Agreement on behalf of St. Paul. IN WITNESS WHEREOF, City and St. Paul, through their duly authorized representatives, have caused this Agreement to be executed as of the day and year first written above. The parties have read and understand the foregoing terms of this Agreement and do, by their respective signatures hereby agree to its terms. (Remainder ofpage intentionally left blank) -2-