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General: 1. This agreement may not be assigned by either party without the express prior written consent of the other, which shall not be unreasonably withheld. 2. This agreement shall be interpreted in accordance with the laws of the State of Indiana. 3. Time is of the essence. 4. The parties shall comply with all applicable laws, regulations, and codes governing the relocation of the Electric Lines, and the construction thereof. 5. To the extent permitted under the law, City agrees to indemnify, hold harmless and defend I &M, and its agents, employees, officers and assigns from any and all liability associated with the relocation of the Electric Lines, including reasonable attorney fees, that is occasioned by the negligent acts or omissions or willful misconduct of City. I &M agrees to indemnify, hold harmless and defend City, and its agents, employees, officers and assigns from any and all liability associated with the relocation of the Electric Lines, including reasonable attorney fees, that is occasioned by the negligent acts or omissions or willful misconduct of I &M. Both party's indemnity is limited by the Indiana tort claim limits. In Witness Whereof, the parties have caused this Relocation Agreement to be executed by their duly authorized representatives as of the date first above written. INDIANA MICHIGAN POWER COMPANY, an Indiana corporation By: Thomas Schaffer Its: Manager, Transmission Right of Way American Electric Power Service Corporation as Authorized Signer for Indiana Michigan Power Company STATE OF OHIO, COUNTY OF FRANKLIN The foregoing instrument was acknowledged before me this day of by Thomas Schaffer, Manager, Transmission Right of Way, American Electric Power Service Corporation, as Authorized Signer for INDIANA MICHIGAN POWER COMPANY, an Indiana corporation, being a unit of American Electric Power, on behalf of the corporation. Notary Public I am a resident of County, Ohio