Interlocal Cooperative Agreement - Replacement Agreement Pavement Improvements & Water Main Cleveland US31

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Page 2 of 20 WHEREAS, the Original Agreement has expired and terminated pursuant to its express terms, except to the extent certain perpetual obligations remain in effect, yet an amendment to the Original Agreement was not timely executed prior to the expiration of the Original Agreement to account for changes made to the Associated Work; and WHEREAS, it is in the mutual interest of the Parties to have a contract outlining the express terms of their agreements; and NOW THEREFORE, in consideration of the premises and the mutually dependent covenants herein contained, the PARTIES hereto agree as follows: ARTICLE I. PURPOSE AND TERM 1.1. Recitals. The Recitals recorded above are incorporated by reference into this Agreement. All captions, section headings, paragraph titles and similar items are provided for the purpose of reference and convenience and are not intended to be inclusive, definitive or to affect the Interpretation of this Agreement. 1.2. Purpose. The purpose of this Agreement is to define the respective roles and responsibilities of the PARTIES for the construction, installation, funding and maintenance of the Associated Work and their improvements and facilities made or installed as part of the Project. This Agreement amends and replaces any unexpired terms of the Original Agreement in EDS No. A249-20-ON190127. 1.3. No Transfer of Real Property Interest. To comply with Indiana law regarding the sale of real estate, the PARTIES agree that no title to any real estate held in the name of either Party is to be transferred by way of this Agreement including, without limitation, any real property underneath existing pavement and the accompanying right of way, as described in the land records of St. Joseph County, Indiana. 1.3. Term. This Agreement shall be effective beginning on the date approved as to form and legality by the Office of the Indiana Attorney General (the "Effective Date"), and except for future maintenance responsibilities under Section 3.3 of this agreement and any accompanying financial responsibilities, this Agreement shall expire five (5) years after the Effective Date, or upon completion of final audit of the Project by INDOT, whichever occurs first. This Agreement may be renewed or extended under the same terms and conditions subject to the approval of all signing PARTIES, as provided under Section 4.39 herein. Maintenance responsibilities under Section 3.3, and all financial responsibilities related to these maintenance responsibilities including but not limited to the terms of Section 4.22, shall survive the expiration of the Agreement and shall continue in perpetuity. 1.4. Definition of Project. The Project consists of the pavement replacement project being undertaken by INDOT along US 31 from the Toll Road to the Michigan State border in the CITY. 1.5. Definition of Associated Work. The Associated Work will consist of a pavement replacement project from Ameritech Drive to the pavement joint to the west of the US 31