RECOGNIZED OVERNIGHT COURIER TO
THE OTHER PARTY AT THE ADDRESS SET FORTH BELOW:
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If to Idaho Power:
Idaho Power Company
1221 West Idaho Street
Boise, ID 83702
Attn:
N. Vernon Porter,
Vice President, Engineering and Operations
Telephone:
208-388-2850
If to PacifiCorp:
PacifiCorp
825 NE Multnomah Street, Suite 1600
Portland, OR 97232
Attn:
Director, Transmission Service
Telephone:
503-813-6712
(B)
EACH PARTY SHALL HAVE THE RIGHT TO CHANGE THE PLACE TO WHICH ANY
NOTICE, DEMAND, REQUEST OR OTHER COMMUNICATION SHALL BE SENT OR DELIVERED BY
SIMILAR NOTICE SENT IN LIKE MANNER TO THE OTHER PARTY.
THE EFFECTIVE DATE OF
ANY NOTICE, DEMAND, REQUEST OR OTHER COMMUNICATION ISSUED PURSUANT TO THIS
AGREEMENT SHALL BE WHEN:
(I) DELIVERED TO THE ADDRESS OF THE PARTY PERSONALLY,
BY MESSENGER, BY A NATIONALLY OR INTERNATIONALLY RECOGNIZED OVERNIGHT DELIVERY
SERVICE OR OTHERWISE; OR (II) RECEIVED OR REJECTED BY THE PARTY, IF SENT BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, IN EACH CASE, ADDRESSED TO THE PARTY
AT ITS ADDRESS AND MARKED TO THE ATTENTION OF THE PERSON DESIGNATED ABOVE (OR TO
SUCH OTHER ADDRESS OR PERSON AS A PARTY MAY DESIGNATE BY NOTICE TO THE OTHER
PARTY EFFECTIVE AS OF THE DATE OF RECEIPT BY SUCH PARTY).
7.4
ASSIGNMENT.
THIS AGREEMENT AND ALL OF THE PROVISIONS HEREOF
WILL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS, BUT NEITHER THIS AGREEMENT NOR ANY
OF THE RIGHTS, INTERESTS, OR OBLIGATIONS HEREUNDER MAY BE ASSIGNED BY EITHER
PARTY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
NO PROVISION OF
THIS AGREEMENT, OTHER THAN SECTION 6.2, CREATES ANY RIGHTS, CLAIMS OR BENEFITS
INURING TO ANY PERSON THAT IS NOT A PARTY HERETO.
7.5
GOVERNING LAW; EXCLUSIVE CHOICE OF FORUM; REMEDIES.
(A)
THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY ARISING OUT OF THIS AGREEMENT
(WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY, EFFECT, PERFORMANCE AND REMEDIES WITH RESPECT TO THIS
AGREEMENT, SHALL BE GOVERNED BY AND INTERPRETED, CONSTRUED, AND DETERMINED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF IDAHO (REGARDLESS OF THE LAWS THAT
MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW).
EACH
PARTY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY COURT
WITHIN THE STATE OF IDAHO, IN CONNECTION WITH ANY MATTER BASED UPON OR ARISING
OUT OF THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREIN, AGREES THAT PROCESS
MAY BE SERVED UPON THEM IN ANY MANNER AUTHORIZED BY THE LAWS OF THE STATE OF
IDAHO FOR SUCH PERSONS AND WAIVES AND COVENANTS NOT TO ASSERT OR PLEAD ANY
OBJECTION WHICH THEY MIGHT OTHERWISE HAVE TO SUCH JURISDICTION, VENUE OR
PROCESS.
(b)
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW,
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ANY AND ALL RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING UNDER
THIS AGREEMENT.
7.6
SEVERABILITY.
ANY TERM OR PROVISION OF THIS AGREEMENT