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City of Decatur, IL(IL) Contract#: 10000682 <br /> 15.2 If USIC claims that it is prevented, delayed, or substantially hindered from performing its obligations <br /> delayed by such a cause, it shall promptly notify Customer, and Customer shall be entitled to obtain <br /> replacement Locate Services from any other person until such cause terminates as evidenced by a notice <br /> from USIC that such cause has ended. <br /> 16. Contract Choice of Law. Modification, and Assignment <br /> 16.1 With respect to any dispute regarding liability for or the scope of Repair Costs associated with a Damage <br /> to Customer's Facilities, both parties agree to utilize the laws and venue of the state where the Locate <br /> Services are performed. <br /> 16.2 With respect to any dispute regarding the interpretation or enforceability of this Agreement or any <br /> provision(s)of this Agreement,the parties agree that: (1) Illinois law shall apply, regardless of any state's <br /> law on choice of law; and (2) such disputes shall be litigated exclusively in state court in Macon County, <br /> Illinois or, if jurisdiction permits, in the United States District Court for the Central District of Illinois, and <br /> the parties waive any objection to litigating in such venues. <br /> 16.3 This Contract may only be modified or amended by a written instrument signed by an authorized <br /> representative of USIC and Customer. The term "Contract" shall include any such future amendments <br /> or modifications. <br /> 16.4 Customer may not assign, delegate, or otherwise transfer its rights or obligations under this Contract, <br /> voluntarily or involuntarily, whether by merger, consolidation, dissolution, affiliation, operation of law, or <br /> any other manner, without at least sixty (60)days' advance notice and the prior written consent of USIC. <br /> 17. Contract Entirety <br /> 17.1 This Contract shall constitute the entire contract between the parties with respect to the subject matter of <br /> this Contract. Customer and USIC each represent that it has read this Contract, agrees to be bound by <br /> all terms and conditions contained in this Contract, and acknowledge receipt of a signed, true exact copy <br /> of this Contract. <br /> 18. Severability Clause <br /> 18.1 The parties expressly agree that if any provision of this Contract is held unenforceable, then such <br /> provision will be modified to reflect the parties' intention. All remaining provisions of this Contract shall <br /> remain in full force and effect. <br /> 19. Acknowledgement of Understanding <br /> 19.1 Customer and USIC each hereby certify and represent that they have carefully read and fully understand <br /> all of the provisions and effects of this Contract, and that they each have consulted or had the opportunity <br /> to consult with an attorney with respect to all aspects of this Contract and the meaning and effect hereof. <br /> Customer and USIC each acknowledge that they are entering into this Contract knowingly and voluntarily, <br /> and that the other party has not made any representations concerning the terms and effects of this <br /> Contract other than those contained herein. <br /> 19.2 In any construction of the Contract,the provisions shall be considered joint work product and shall not be <br /> construed for, or against, any party, but shall be construed according to their plain meaning without any <br /> presumptions against a drafter in the event of any ambiguity. Each party represents and warrants that is <br /> has such knowledge, sophistication, and experience in business and financial matters as to be capable <br /> of evaluating the merits and risks of, and protecting such party's own interests in connection with, the <br /> transactions contemplated by this Contract. <br /> Version 4.1 Revised 11/15/22 14 <br />