|
principal point of contact for purposes of this Agreement.
<br />Relationship. This Agreement is strictly for the benefit of the Parties and not for any third party or person.
<br />This Agreement was negotiated by the Parties at arm's length and each of the parties hereto has reviewed
<br />the Agreement after the opportunity to consult with independent legal counsel. Neither party shall
<br />maintain that the language in the Agreement shall be construed against any signatory hereto. The Parties
<br />hereby renounce the existence of any form of agency relationship, joint venture, or partnership. The Parties
<br />agree that nothing contained herein or in any document executed in connection herewith shall be construed
<br />as creating any such relationship.
<br />Notices. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered,
<br />whether or not actually received, when deposited in the United States Postal Service, postage prepaid,
<br />registered or certified mail, return receipt requested, addressed to the City or the Provider, as the case may
<br />be, at the address set forth below.
<br />SEALMASTE_R:
<br />SealMaster Indianapolis
<br />1010 E. Summer Avenue
<br />Indianapolis, IN 46227
<br />Attn:
<br />CITY:
<br />City of South Bend
<br />Streets & Sewers Division
<br />731 S. Lafayette Blvd.
<br />South Bend, IN 46601
<br />Attn:
<br />Indemnification and Hold Harmless. SealMaster shall defend, indemnify and hold the City, its officers,
<br />employees and agents harmless from and against any and all liability, loss, expense, attorney's , or claims
<br />for injury or damages to the loaned Equipment arising out of the performance of this Agreement, but only
<br />to the extent such liability, loss, expense, attorney's fees or claims for injury or damages caused by or
<br />result from the negligent or intentional acts or omissions of SealMaster, its officers, agents and employees.
<br />Assignment. The Parties shall not assign or subcontract the whole or any part of this Agreement or its
<br />obligations hereunder without the prior written consent of the other Party.
<br />Entire Agreement, Ameadment• Applicable Law. This Agreement sets forth the entire agreement and
<br />understanding between the parties as to the subject matter hereof, and merges and supersedes all prior
<br />discussions, agreements, and understanding of any and every nature between them. This Agreement may
<br />be amended only by separate writing, signed by authorized representatives of both the Parties. This
<br />Agreement will be construed and interpreted according to the laws of the State of Indiana, and any dispute
<br />arising out of this Agreement or otherwise concerning the Provider's rendering of the Services will be
<br />resolved in the courts located in St. Joseph County, Indiana, unless the Parties mutually agree to a different
<br />method of dispute resolution.
<br />Severability. All provisions of this Agreement shall be considered as separate terms and conditions, and
<br />in the event any one shall be held illegal, invalid or unenforceable, all the other provisions hereof shall
<br />remain in full force and effect as if the illegal, invalid, or unenforceable provision were not a part hereof,
<br />unless the provision held illegal, invalid or unenforceable is a material provision of this Agreement, in
<br />which case the Parties agree to amend this Agreement with replacement provisions containing mutually
<br />acceptable terms and conditions.
<br />Force Mai ure. Neither Party shall be responsible for any failure or delay in the performance of any
<br />obligation hereunder, if such failure or delay is due to a cause beyond the Party's reasonable control,
<br />including, but not limited to acts of God, flood, fire, volcano, war, third -party suppliers, labor disputes or
<br />governmental acts.
<br />Authority of Signatories and Counterpart . Each person signing this Agreement represents and
<br />warrants that she or he is duly authorized and has legal capacity to execute and deliver this Agreement.
<br />2 1 P a g e
<br />
|