MOU - Establishing Utility Boundaries for South Bend and Mishawaka

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o The Parties agree that the Exhibits in this MOU shall be the utility boundaries used if and when filing or intervening in any territory related matter with the Indiana Utility Regulatory Commission. o Each Party shall have a right of first refusal to provide and maintain utility services within their respective designated boundaries depicted in Exhibit A. The Parties may accept or decline to extend service to such areas in their sole discretion. o Joint infrastructure projects may be considered, subject to separate agreements. 2. Dispute Resolution o In the event of a dispute regarding the utility boundary or service provision, the Parties agree to engage in good -faith negotiations to resolve the matter. o If necessary, mediation by a neutral third party may be utilized. 3. Article VII. General Provisions o Amendment. The Parties, by mutual agreement in writing, may amend, modify and supplement this MOU. The failure of any Party to enforce at any time any provision of this MOU shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this MOU or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of this MOU shall be held to constitute a waiver of any other or subsequent breach. o Assignment. No Party may assign this MOU or any of its rights, interests, obligations, or duties hereunder, whether by operation of law or otherwise, without the express written consent of the other Party. o Entire Agreement. This MOU, as it may be amended from time to time, encompasses the entire agreement of the Parties concerning its subject matter, and no understanding, discussion, negotiation, or agreement will be binding on the Parties unless it is set forth herein. Without limiting the generality of the foregoing sentence, the Parties agree that this MOU supersedes and replaces any and all pre- existing agreements or memorandums of understanding. o Severability. Should any part of this MOU be determined by a court of competent jurisdiction to be invalid, illegal, or against public policy, said offending section shall be void and of no effect, and shall not render any other section herein, nor this MOU as a whole, invalid. Those rights, interests, obligations, and duties hereunder,