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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 City 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, which approval will not be
<br /> unreasonably withheld. 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 the 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"). The 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 laws, regulations and lawful government orders, and pay or cause to be paid all costs
<br /> associated therewith. The indemnification 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 the 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 the 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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