MOU - Underground Work in City ROW Proj No. 120-052R - NIPSCO

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3 policy. Nipsco agrees to include the City as additional insureds on any such policy and produce to the City evidence of the same, including without limitation a properly endorsed policy and a certificate of insurance within thirty (30) days of the execution of this MOU and annually thereafter. To the extent that the City is harmed as a result of Nipsco’s Work in City ROW, Nipsco hereby grants the City first priority on any proceeds received from Nipsco’s insurance. Notwithstanding anything in this MOU to the contrary, the City does not waive any governmental immunity or liability limitations available to it under Indiana law. 13. Integration; Amendment. This MOU supersedes all prior negotiations, understandings, and agreements, whether written or oral, concerning the subject matter of this MOU and constitutes the Parties’ entire agreement. This MOU may not be altered except by a written instrument signed by authorized representatives of both Parties. 14. Waiver. Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power or privilege under this MOU shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver. 15. Severability. If any term or provision of this MOU is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions of this MOU shall continue in full force and effect unless amended or modified by mutual consent of the parties. 16. Counterparts; Signatures. This MOU may be separately executed in counterparts by the Parties, and the same, when taken together, will be regarded as one original MOU. Electronically transmitted signatures will be regarded as original signatures. 17. Authority. Each undersigned person signing on behalf of his or her respective Party certifies that he or she is duly authorized to bind his or her respective Party to the terms of this MOU. 18. Governing Law. This MOU will be governed by and construed in accordance with the laws of the State of Indiana. SIGNATURE PAGE FOLLOWS