5.4 ERMUSR 12-12-2021 - Laserfiche WebLink

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right before the applicable Public Way or Public Ground was established,or Company's rights under state or county permit. SECTION 5. TREE TRIMMING. Company may trim all trees and shrubs in the Public Grounds and Public Ways of City to the extent Company finds necessary to avoid interference with the proper construction, operation, repair, and maintenance of any Electric Facilities installed hereunder, subject to permit or other reasonable regulation by the City, provided that Company shall save the City harmless from any liability arising therefrom,except if said liability arises from the City's gross negligence or willful misconduct. SECTION 6. INSURANCE AND INDEMNIFICATION. 6.1. Insurance. The Company shall maintain insurance consistent with state law. 6.2 Indemnity of City. Company shall indemnify, keep, and hold the City free and harmless from any and all liability on account of injury to persons or damage to property occasioned by the construction,maintenance,repair, inspection,the issuance of permits,or the operation of the Electric Facilities located in the Public Ways and Public Grounds. The City shall not be indemnified for losses or claims occasioned through its own negligence except for losses or claims arising out of or alleging the City's negligence as to the issuance of permits for,or inspection of,Company's plans or work. The City shall not be indemnified if the injury or damage results from the performance in a proper manner of acts reasonably deemed hazardous by Company, and such performance is nevertheless ordered or directed by City after notice of Company's determination. 6.3 Defense of City. In the event a suit is brought against the City under circumstances where this agreement to indemnify applies, Company at its sole cost and expense shall defend the City in such suit if written notice thereof is promptly given to Company within a period wherein Company is not prejudiced by lack of such notice. If Company is required to indemnify and defend, it will thereafter have control of such litigation,but Company may not settle such litigation without the consent of the City,which consent shall not be unreasonably withheld. This section is not, as to third parties,a waiver of any defense or immunity otherwise available to the City; and Company, in defending any action on behalf of the City, shall be entitled to assert in any action every defense or immunity that the City could assert in its own behalf. 6.4 No Waiver. This Franchise shall not be interpreted to constitute a waiver by the City or Company of any of their defenses of immunity or limitations on liability under Minnesota law, including Minnesota Statutes,Chapter 466. SECTION 7. VACATION OF PUBLIC WAYS. The City shall give Company at least four (4) weeks prior written notice of a proposed vacation of a Public Way. Except where required for a City improvement project,the vacation of any Public Way, after the installation of Electric Facilities, shall not operate to deprive Company of its rights to operate and maintain such Electric Facilities,until the reasonable cost of relocating the same and the loss and expense resulting from such relocation is first paid to Company. In no case,however, 217967v2 5 131