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first paid to Company, when available to the City, but the City has no obligation to paythose portions of such for which reimbursement to it is not avai]able. 4.4 No Waiver. The provisions of Section 4 apply only to Gas Facilities constructed in reliance on a franchise from the City and Company does not waive its rights under an easement or prescriptive right or state or countypermit. SECTION 5. TREE TRIMMING. Company is also granted the permission and authority to trim all shrubs and trees, including roots, in the Public Ways of Cityto the extent Company finds necessaryto avoid interference with the proper construction, operation, repair and maintenance of Gas Facilities, provided that Company shall save City harmless from any liability in the premises. SECTION 6. INDEMNIFICATION. 6.1 Indemni.ty of Ci.ty. Company shall inden-m£fy, keep and hold the City free and harmless from any and all liabillty on account of injuryto persons or damage to property occasioned by the construction, maintenance, repair, inspection, the issuance of permits, or the operation of the Gas Facilities located in the Public Ways and Public Grounds. The Cityshall 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 6.2 Defense of Ci.~. In the event a sttit is brought against the City under circumstances where this agreement to indemuify 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, k 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. This franchise agreement shall not be interpreted to constitute a waiver by the City of any of its defenses or immunity or limitations on liability under Minnesota Statutes, Chapter 466. SECTION 7. VACATION OF PUBLIC WAYS. The City shall give Company at least two weeks prior written notice of a proposed vacation of a Public Way. Except where required for a City improvement project, the vacation of anyPublic Way, after the installation of Gas Facilities, shall not operate to deprive Companyof its fights to operate and maintain such Gas Facilities, until the reasonable cost of relocating the same and the loss and expense resulting from such relocation are first paid to Company. In no case, however, shall City be liable to Company for failure to specifically preserve a right-of-way under Minnesota Statutes, Section 160.29. In accordance with Minnesota rules Pal* 781%3200, if the City’s order directing vacation of Public Way does not require relocation of the Company’s Gas Facilities, the vacation proceedings shall not be deemed to deprive Company of its right to continne to use the right-of-way of the former Public Way for its Gas Facilities installed prior to such order of vacation. 5