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SECTION 5. INDEMNIFICATION.
<br />5.1. Indemnification. If at any time any claim of any kind is made against the City for
<br />injury to persons or property arising from the acts or failure to act by the Company, its agents, servants,
<br />or employees in connection with the operations of the Company= under and pursuant to this Franchise,
<br />the Company shall fully indemnify, defend and hold harmless the City, its agents, servants or employees
<br />from any and all such claims, including, but not limited to, reimbursement of any reasonable attorneys'
<br />fees and costs and expenses the CitS7 may incur in handling, denying, or defending such claims. The
<br />Company's obligation to indemnify the City shall not extend to any injury to persons or property caused
<br />by the negligent act or failure to act by the City or any actions taken by the Company pursuant to
<br />directions of the City if performed within the scope of the City's directions - without negligence by the
<br />Company. The City shall determine who will defend any such claims arising under this Section 6.1 and
<br />the Company will thereafter have complete control of such litigation; provided, however, the Company
<br />may not settle any such claims without the prior approval of the City, "'vhich approval will not be
<br />unreasonably withlaeld. This Section is not, as to third parties, a waiver of any defense or immunity
<br />otherwise available to the City; and the Company, in defending any action shall be entitled to assert
<br />every defense or immunity that flze City could itself assert in its own behalf. The Company's
<br />obligations under this Section shall survive the expiration, amendment, or termination of this
<br />Ordinance.
<br />5.2. Insurance. Before the Effective Date, the Company shall furnish the City a summary
<br />of insurance, if any, carried by the Company, or of its self- insured status, in either case demonstrating
<br />adequate protection to the City from any and all obligations, liabilities, or claims of any nature
<br />whatsoever, growing out of the operation, construction, and maintenance of its Electric Facilities within
<br />the City. The Company shall maintain such insurance coverage at all times during this Franchise.
<br />5.3. Compliance with Laws; Hazardous Substances. In its operation under this
<br />Ordinance, the Company shall observe all federal, state and local laws, rules, regulations and orders with
<br />respect to the transmission, distribution, transformation or furnishing of electric energy and the
<br />handling of materials, substances and wastes deemed toxic or hazardous to health, natural resources or
<br />the environment (collectively, "Hazardous Substances "). Tlae Company shall remove or remediate any
<br />Hazardous Substances located on, in or surrounding its Electric Facilities or caused to be located on, in
<br />or surrounding the Public Ways and Public Grounds or elsewhere in the City in compliance with all
<br />applicable laves, regulations and lawful government orders, and pay or cause to be paid all costs
<br />associated therewith. Tlae indenuaification terms and conditions of Section 6.1 shall apply to all claims
<br />made against the City by any Person, including any governmental agency, who or which asserts any
<br />right to costs, damages or other relief based upon the terms and conditions imposed upon the
<br />Company under this Section 6.3 or which arise from or are related to the Company's acts or failure to
<br />act in compliance with any law, rule, regulation or lawful order governing Hazardous Substances.
<br />SECTION 6. VACATION OF PUBLIC WAYS. The City will consult with die Company at least
<br />four (4) weeks prior to its action on any proposed vacation of a Public Way. Except where ordered
<br />pursuant to Section 6.1, the vacation of any Public Way after the installation of Electric Facilities shall
<br />not operate to deprive the Company of its rights to operate and maintain such Electric Facilities until
<br />the reasonable cost of relocating the same and the loss and expense resulting from such relocation are
<br />first paid to the Company. However, in no case shall the City be liable to die Company for failure to
<br />specifically preserve a Public Way in the exercise of its authority under Minnesota Statutes, Section
<br />160.29.
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