Authorization Access Indemnification Agreement -116 Northshore Version 3 - Vision Realty

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7.Miscellaneous Provisions. a.Time of the Essence. The Parties agree that time is of the essence for this Agreement. b.Severability. If any provision of this Agreement is determined to be illegal or unenforceable, such provision shall be stricken and the remaining provisions of this Agreement shall remain unaffected as if the illegal or unenforceable provision never existed. c.Force Majeure. Neither Party will hold the other responsible for damages or delay caused by acts of God, acts of war, strikes, or other events beyond the other’s control. d.Choice of Law; Jurisdiction. This Agreement shall be governed by the laws of the State of Indiana and venue shall lie in any of the federal or state courts located in St. Joseph County, Indiana. e.Waiver of Rights. Failure or delay by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. f.Headings. Headings in this Agreement are for reference only and shall not be considered binding terms of this Agreement. g. Countersignature and Electronic Signature. This Agreement may be signed in counterparts, each of which will be deemed an original and all of which, taken together, shall constitute one and the same instrument, binding on each signatory thereto. This Agreement may be executed by signatures, electronically or otherwise, which shall be binding upon each signing party to the same extent as an original executed version hereof. h.Notice. Any notice or communication between Vision Realty and the City that may be required, or that may be given, under the terms of this Agreement shall be in writing, and shall be deemed to have been sufficiently given when directly presented or sent prepaid, first-class United States Mail, addressed as follows: CITY: City of South Bend Attn: Board of Public Works 227 West Jefferson Blvd. 13th Floor South Bend, Indiana 46617