I&M Memorandum of Use and License Agreement - Installation of 69kV Transmission Line – Indiana Michigan Power

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5 contrary, the City does not waive any governmental immunity or liability limitations available to it under Indiana law. 13. Integration; Amendment. This Agreement supersedes all prior negotiations, understandings, and agreements, whether written or oral, concerning the subject matter of this Agreement and constitutes the Parties’ entire agreement. This Agreement may not be altered except by a written instrument signed by authorized representatives of both Parties. 14. Waiver. Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver. 15. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement shall continue in full force and effect unless amended or modified by mutual consent of the Parties. 16. Counterparts; Signatures. This Agreement may be separately executed in counterparts by the Parties, and the same, when taken together, will be regarded as one original Agreement. Electronically transmitted signatures will be regarded as original signatures. 17. Authority. Each undersigned person signing on behalf of his or her respective Party certifies that he or she is duly authorized to bind his or her respective Party to the terms of this Agreement. 18. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Indiana. 19. Recordable Memorandum of Agreement. The Parties agree to execute and permit I&M to record the attached Memorandum of Agreement, incorporated herein as Exhibit F, with the St. Joseph County Recorder. 20. Unfit Use Area. In the event that any portion of the Use Area is rendered permanently unfit for the Work or Use due to riverbank erosion or other natural or man-made disasters (“Unfit Use Area”), I&M is permitted to remove or abandon its facilities from the Unfit Use Area at its sole expense and subject to the terms of this Agreement, and I&M’s rights under this Agreement related to the Unfit Use Area terminate following the removal of I&M’s facilities. Abandonment or removal plans will be coordinated between City and I&M and will include an appropriate remediation and restoration plan for I&M to implement. SIGNATURE PAGE FOLLOWS