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Oec 15 O0 04:10p Lam O~Fices 3147272414 p.8 14. Audit. The City shalI have the right to audit and to recompute any amounts determined to be payable under this Agreement. The City's audit expenses shall be paid by American if the compensation paid during the audit period was less than 98% of the amount owed according to the audit. 15. Indemnification. To the fullest extent permitted by law. Americmr shall indemnify and hold harmless the City and its elected and appointed officials, its boards, commissions, employees, agents, legal counsel, and contractors from any and all injury, claim. demand, judgment, liability or damage arising out of or resulting from the Construction, Maintenance, or Removal of the Facilities by Anrerican or its officers, boards, commissions, employees. agents. legal counsel or contractors, regardless of whether the act or omission complained of is authorized, allowed or prohibited under this Agreement. The indemnification hereunder includes but is not limited to the City's reasonable attorneys' fees incurred in de~bnding against any such claim, suit or proceeding prior to American assuming the detb. nse. Any party seeking indemnification hereunder Chldemnitee") shall promptly notify American of the nature and mount of such claim and the method and means proposed by the lndemnitee for defending and satisfying such claim. The Indemnitee shall consult with American respecting the defense and satisfaction of such claim, including the selection of and directions to legal counsel, and the Indenmitee shalI not pay or settle any such claim without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld. 16 Insurance. American and any contractor hired by American to install, maintain, improve, restore or remove the Facilities within the City right-of-way shall not commence work until they have obtained the insurance required within this section and provided proof thereof to the City. All insurmme coverages shall be with insurance carriers acceptable by the City, which acceptance shall not be unreasonably withheld. If any insurance is written with a deductible or self-insured relentran, American and its contractre' shall be solely responsible for said deductible or selfLinsured retention. The purchase of insurance and the furnishing of a certificate of insurance shall not be a satisfaction of American's indemnification of the City. American is responsible to meet all OSHA requirements for on-the-job safety. American and any of its contractors hired by American shall procure and maintail: during the iitb of this Agreement the following coverages: (a) Workers' Compensation Insurance in accordance with all applicable statutes of the State of Missouri. Coverage shall include Employers Liability Coverage. -8-