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5 <br /> <br /> <br /> 5.2. Defense of City . In the event a suit is brought against the City under circumstances <br />where this agreement to indemnify applies, Company at its sole cost and expense shall defend the <br />City in such suit if written Notice thereof is promptly given to Company within a period wherein <br />Company is not prejudiced by lack of such Notice. If Company is required to indemnify and <br />defend, it will thereafter have control of such litigation, but Company may not settle such litigation <br />without the consent of the City, which consent shall not be unreasonably withheld. This section is <br />not, as to third parties, a waiver of any defense or immunity otherwise available to the City. The <br />Company, in defending any action on behalf of the City, shall be entitled to assert in any action <br />every defense or immunity that the City could assert in its own behalf . This Franchise agreement <br />shall not be interpreted to constitute a waiver by the City of any of its defenses of immunity or <br />limitations on liability. <br /> <br />SECTION 6 . VACATION OF PUBLIC WAYS AND PUBLIC GROUNDS <br /> <br /> The City shall give Company at least two weeks prior written Notice of a proposed vacation <br />of a Public Ways or Public Grounds. The City and the Company shall comply with Minnesota <br />Rules 7819.3100 and Minnesota Rules 7819.3200 with respect to any request for vacation. <br /> <br />SECTION 7. CHANGE IN FORM OF GOVERNMENT <br /> <br /> Any change in the form of government of the City shall not affect the validity of this <br />Ordinance. Any governmental unit succeeding the City shall, without the consent of Company, <br />succeed to all of the rights and obligations of the City provided in this Ordinance. <br /> <br />SECTION 8. FRANCHISE FEE <br /> <br /> 8.1. Form. During the term of the franchise hereby granted, the City may charge the <br />Company a franchise fee. The Company will administer the collection and payment of franchise <br />fees to City in lieu of permit fees, or other fees that may otherwise be imposed on the Company in <br />relati on to its operations as a public utility in the City. The franchise fee will be collected on a flat <br />per meter basis , or by some other method that is mutually acceptable to both City and Company for <br />each retail customer within the corporate limits of the C ity. The amount of the fee collected may <br />differ for each customer class. The City will use a formula that provides a stable and predictable <br />amount of fees, without placing the Company at a competitive disadvantage. Such fee shall not <br />exceed any amount t hat the Company may legally charge to its customers prior to payment to the <br />City. If the Company claims that the City required fee formula is discriminatory or otherwise places <br />the Company at a competitive disadvantage, the Company will provide a formula that will produce <br />a substantially similar fee amount to the City. If the City and Company are unable to agree, the <br />disagreement shall be subject to the Dispute Resolution provisions of this Ordinance. <br /> <br /> 8.2. Separate Ordinance. The franchise fee shall be imposed by separate ordinance <br />duly adopted by the City Council. The effective date of the franchise fee ordinance shall be no less <br />than ninety (90) days after written Notice enclosing a copy of the duly adopted and approved <br />ordinance has been served upon the Company by Certified mail. The Company is not required to