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City to CIRDC. The amount of payment shall be calculated as the number of hours <br /> accrued,multiplied by the Employee's rate of pay at the City on December 31,2017. <br /> E. MISCELLANEOUS <br /> 1. Indemnification. The City and CIRDC each agree to indemnify and hold the other <br /> parry, its officer, officials, employees, agents and volunteers harmless for any <br /> damages or claims arising out of their respective duties and responsibilities under <br /> this Agreement. <br /> 2. Severability. If any provision or subpart of this Agreement is held to be invalid by <br /> any tribunal of competent jurisdiction, such part shall be deemed automatically <br /> adjusted, if possible. If not, the provision shall be deemed severed from the <br /> Agreement, and all other provisions and subparts shall remain in full force and <br /> effect. <br /> 3. Entire Agreement. This Agreement constitutes the entire agreement between the <br /> parties relating to the formation of an Intergovernmental Agreement between the <br /> City and CIRDC related to the transfer of employees. Any representations, <br /> promises or statements not set forth in this Agreement are of no force and effect <br /> and have not been relied upon. <br /> 4. Amendment.This Agreement may only be amended by a written instrument signed <br /> by each party hereto. <br /> 5. Assignment. This Agreement and the rights and interests set forth herein may not <br /> be assigned to any third party without the prior written consent of both parties <br /> hereto. <br /> 6. Successors and Transferability. This Agreement shall extend to,inure to the benefit <br /> of, and be binding upon the parties hereto and their respective agents, <br /> representatives, and predecessors. The terms of this Agreement are non- <br /> transferrable. <br /> 7. Execution. This Agreement may be executed in any number of counterparts, and <br /> sent as"pdf'and by e-mail, each of which shall be deemed an original and which, <br /> taken together, shall constitute the full Agreement. <br /> 8. Governing Law.This Agreement shall be governed by and construed in accordance <br /> with the laws of the State of Illinois,without regard to or application of conflict of <br /> law, rules or principles. The parties agree that the proper venue for any claim or <br /> suit filed pursuant to this Agreement shall be the Sixth Judicial Circuit, Court of <br /> Macon County, Illinois. <br /> Page 3 of 4 <br />