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sole cost and expense shall defend City in such suit if written notice thereof is promptly <br /> given to Company within a period wherein Company is not prejudiced by lack of such <br /> notice. If such notice is not reasonably given as hereinbefore provided, Company shall <br /> have no duty to indemnify nor defend. If Company is required to indemnify and <br /> defend, it will thereafter have complete control of such litigation, but Company may <br /> not settle such litigation without the consent of City, which consent shall not be <br /> unreasonably withheld. This section is not, as to third parties, a waiver of any defense <br /> or immunity otherwise available to City; and Company, in defending any action on <br /> behalf of City shall be entitled to assert in any action every defense or immunity that <br /> City could assert in its own behalf. <br /> SECTION 8. Vacation of Public Ways <br /> The City shall give the Company at least two weeks' prior written notice of a <br /> proposed vacation of a public way. Except where required solely for a City <br /> improvement project, the vacation of any public way, after the installation of electric <br /> facilities, shall not operate to deprive Company of its rights to operate and maintain <br /> such electrical facilities, until the reasonable cost of relocating the same and the loss <br /> and expense resulting from such relocation are first paid to Company. In no case, <br /> however, shall City be liable to the Company for failure to specifically preserve a <br /> right-of-way, under Minnesota Statutes, Section 160.29. <br /> SECTION 9. Written Acceptance <br /> Company shall, if it accepts this ordinance and the rights and obligations hereby <br /> granted, file a written acceptance of the rights hereby granted with the City Clerk <br /> within ninety (90) days after the final passage and any required publication of this <br /> ordinance. <br /> SECTION 10. Provisions of Ordinance <br /> Subd. 1. Every section, provision, or part of this ordinance is declared separate <br /> from every other section, provision, or part; and if any section, provision or part shall <br /> be held invalid, it shall not affect any other section, provision or part. Where a <br /> provision of any other City ordinance conflicts with the provisions of this ordinance, <br /> the provisions of this ordinance shall prevail. <br /> Subd. 2. If either party (City or Company) asserts that the other party is in <br /> default in performance of any obligation hereunder, the complaining party shall notify <br /> the other party of the default and the desired remedy. The notification shall be written. <br /> If the dispute is not resolved within 30 days of the written notice, either party may <br /> commence an action in District Court to interpret and enforce this franchise or for such <br /> other relief as may permitted by law or equity for breach of contract, or either party <br /> may take any other action permitted by law. <br /> Subd. 3. This ordinance constitutes a franchise agreement between the City and <br /> the Company as the only parties and no provision of this franchise shall in any way <br /> inure to the benefit of any third person (including the public at large) so as to constitute <br /> any such person as a third party beneficiary of the agreement or of any one or more of <br /> the terms hereof, or otherwise give rise to any cause of action in any person not a party <br /> hereto. <br />