|
representatives, including, but not limited to, any right to contribution for loss or damage to persons
<br />or property arising out of, resulting from, or in any way connected with or incident to this
<br />Agreement. Grantee acknowledges and agrees that this waiver extends to any loss incurred
<br />attributable to any activity undertaken or omitted pursuant to this Agreement or any product,
<br />structure or condition created pursuant to, or as a result of, this Agreement. Without limiting the
<br />generality of the foregoing, Grantee agrees that Grantor's funding obligations hereunder are
<br />contingent upon and subject to Grantor's prior receipt of the grant funds. In the event that such
<br />funds are not readily available, Grantor agrees to provide notice of termination or suspension of this
<br />Agreement to Grantee, and the parties agree that Grantor shall incur no liability to Grantee as a
<br />result of such termination or suspension.
<br />15. Grantee's Indemnification and Defense of the Grantor. To the extent permitted
<br />under the laws of Grantee's state of organization or principal location, Grantee agrees to indemnify,
<br />hold harmless and defend the Grantor, its officers, directors, agei.t`s, employees alid representatives,
<br />against any and all liabilities, losses, claims, demands, damages, actions, suits, judgments, costs and
<br />expenses (including, but not limited to, attorneys' fees and costs), of whatsoever character or kind,
<br />arising out of, resulting from, or in any way connected with or incident to any activity undertaken
<br />or omitted pursuant to this Agreement or any product, structure or condition created pursuant to, or
<br />as a result of, this Agreement, including, but not limited to, any and all claims and losses accruing
<br />or resulting to any and all contractors, subcontractors, firm or corporation fiunishing or supplying
<br />work services, materials or supplies in connection with the performance of this Agreement; from
<br />any and all claims and losses accruing or resulting to any person, firm or corporation who may be
<br />injured or damaged by the Grantee in the performance of this Agreement; and from any and all
<br />claims and losses accruing or resulting from Grantee's breach of any representation, warranty or
<br />covenant made by Grantee in this Agreement.
<br />16. No agency relationship created. The Grantee, its contractors, vendors,
<br />subcontractors, agents and employees, shall act in an independent capacity in the performance of
<br />this Agreement and nothing contained herein shall be construed so as to create an
<br />employer/employee relationship, a joint venture relationship, or a partnership relationship between
<br />Grantor and Grantee.
<br />17. Assignment, Successors and Assigns. This Agreement may not be assigned by the
<br />Grantee, either in whole or in part, without the Grantor's prior written consent. The provisions of
<br />this Agreement shall be binding upon and inure to the benefit of the parties and their respective
<br />successors and assigns.
<br />18. Severability. If any provisions of this Agreement are found to be unlawful or
<br />unenforceable, such provisions shall be voided and severed from this Agreement without affecting
<br />any other provision of this Agreement. To the full extent, however, that the provisions of such
<br />applicable law may be waived, they are hereby waived, to the end that this Agreement be deemed to
<br />be a valid and binding agreement enforceable in accordance with its terms.
<br />19. Notices. Any notice required or permitted to be given under this Agreement shall
<br />be sufficient if in writing and hand delivered or sent by certified mail, return receipt requested, to
<br />the parties at their respective addresses set forth below, or to such other address as may be hereafter
<br />4
<br />
|