LPA-Utility Reimbursement Agreement - Relocating Five (5) Hydrants at Auten Rd. – SJC Board of Commissioners

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Page 4 of 5 and, as required by IC 4-13-2-14.8, by electronic funds transfer to the financial institution designated by the Utility in writing unless a specific waiver has been obtained from the Auditor of State. No payments will be made in advance of receipt of the goods or services that are the subject of this agreement except as permitted by IC 4-13-2-20 SECTION 9 – BINDING UPON SUCCESSORS OR ASSIGNS This Agreement shall be binding upon the parties and their successors and assigns. SECTION 10 – GENERAL LIABILITY PROVISIONS The Utility for itself, its employees, agents and representatives, shall indemnify, protect and save harmless the Indiana Department of Transportation, the State of Indiana, and the LPA from and against any and all legal liabilities and other expenses, claims, cost, losses, suits or judgments for damages, or injuries to or death of persons or damage to or destruction of property (hereafter “Claim”), arising out of intentional tortious acts or whether due in whole or in part to the negligent acts or omissions of the Utility, its employees or agents or contractors, in relation to or in connection with any work performed or to be performed pursuant to this agreement, provided however, that where the State has been found liable by a court, tribunal or governing body entitled to make such a determination for intentional tortious acts and/or negligence with respect to the occurrence or occurrences giving rise to the Claim, the Utility shall have no duty to indemnify, protect, or save harmless either the Department of Transportation or the State. SECTION 11 – INCORPORATION OF THE UTILITY POLICY GUIDE The Policy Guide forms an essential part of this Agreement, and the terms or provisions of this Agreement in no way abrogate or supersede the terms or provisions set forth in said Policy Guide. SECTION 12 – PENALTIES/INTEREST/ATTORNEY’S FEES The LPA will in good faith perform its required obligations hereunder and does not agree to pay any penalties, liquidated damages, interest, and/or attorney’s fees, except as required by Indiana law. SECTION 13 – COMPLIANCE WITH LAWS; APPLICABLE LAW The UTILITY agrees to comply with all federal, state and local laws, rules, regulations, or ordinances that are applicable at the time the UTILITY's services pursuant to this agreement are rendered, and all provisions required thereby to be included herein are hereby incorporated by reference. The enactment of any Indiana or federal statute or the promulgation of regulations there under after execution of this agreement shall be reviewed by the LPA and the UTILITY to determine whether the provisions of this agreement require formal amendment. This Agreement shall be construed in accordance with and governed by the laws of the State of Indiana and suit, if any, must be brought in the State of Indiana. SECTION 14 – BUY AMERICA CERTIFICATION The UTILITY agrees that all steel and cast iron materials and products to be used under this agreement will be produced and manufactured in the United States of America pursuant to the requirements of IC 5-16-8-1, et al. and 23 CFR 635.410. THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK