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The inderruiifying party shall conduct the defense and shall have control of the litigation, and <br /> the indemnified party shall give prompt notice of claims and shall participate in the defending <br /> against any claim. The liability of GPLS for claims or damages shall be limited to the actual <br /> and reasonable cost to repair the damaged underground facility. In no event shall either party <br /> be liable for any incidental or consequential damages of any kind including, without limitation, <br /> any loss of use, loss of business or profits or revenues, or commodity losses. <br /> GPLS shall make every attempt to electronically locate the CITY'S facilities. In the event the <br /> facilities will not, or cannot, be located electronically, GPLS shall exercise reasonable practice <br /> in locating such facilities. This shall include, but no limited to, field personnel trained in line of <br /> sight locating, using measurements provided by the CITY, and the opening of manhole lids to <br /> determine the number and direction of underground pipes and conduits. If these efforts fail, <br /> GPLS shall contact the CITY for assistance in locating such facilities. The CITY shall hold <br /> and indemnify GPLS from and against any and all claims, causes of action, damages, losses, <br /> expenses, third claims, or liabili for d es caused to facilities b locatin b an <br /> Part3' tY �g Y g Y Y <br /> means other than electronically, if GPLS has exercised reasonable diligence and judgment in <br /> locating facilities which will not, or cannot, be located electronically unless GPLS does not <br /> follow reasonable practices or should not attempt to perform the locate at all. <br /> 13. Training and Safety. All GPLS employees performing work under this <br /> Agreement shall be trained and certified in the type of work being performed. Certification by <br /> GPLS will meet or exceed NULCA (National Underground Locating Contractors <br /> Association) standards. GPLS sha.11 train and test each of its employees. GPLS shall insure <br /> compliance with all federal, state, or local applicable safety rules, laws, and regulations <br /> relating to the services provided by GPLS under this Agreement. CITY agrees to comply <br /> with all applicable safety rules, laws and regulations and to provide GPLS employees with free <br /> and safe access to its facilities. <br /> 14. Assignment. Neither party sha.11 assign, transfer nor subcontract any of its I <br /> responsibilities or obligations under this Agreement without the prior written consent of the '�, <br /> other party. Prior written consent is not required for a corporate name change or transfer ' <br /> made in connection with a change of a majority ownership interest in or public offering of <br /> stock by either party. <br /> -6- <br />