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14. Audit. The City shall 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 Metropolitan 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, Metropolitan 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 Metropolitan 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 defending against any such claim, suit or proceeding prior to Metropolitan assuming the defense. Any party seeking indemnification hereunder ("Indemnitee") shall promptly notify Metropolitan of the nature and amount of such claim and the method and means proposed by the Indemnitee for defending and satisfying such claim. The Indemnitee shall consult with Metropolitan respecting the defense and satisfaction of such claim, including the selection of and directions to legal counsel, and the Indemnitee shall not pay or settle any such claim without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld. 16. Insurance. Metropolitan and any contractor hired by Metropolitan 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 insurance 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 retention, Metropolitan and its contractor shall be solely responsible for said deductible or self-insured retention. The purchase of insurance and the furnishing of a certificate of insurance shall not be a satisfaction of Metropolitan's indemnification of the City. Metropolitan is responsible to meet all OSHA requirements for on-the-job safety. Metropolitan and any of its contractors hired by Metropolitan shall procure and maintain during the life 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-