(A) As a condition of use of the rights-of-way, each franchisee, at its sole cost and expense, shall indemnify, protect, defend, and hold harmless the city, its elected officials, officers, employees, and agents, from and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, administrative and judicial proceedings and orders, judgments, remedial actions of any kind, and all costs and expenses of any kind, including, without limitation, reasonable attorney’s fees and costs of defense arising, directly or indirectly, in whole or in part, out of or in relation to the city’s award of the franchise to the franchisee, the rights granted to the franchisee, or the activities performed, or failed to be performed, by the franchisee under the franchise, or the use of the rights-of-way, except to the extent the acts or use arise from or are caused by the negligence or willful misconduct of the city, its elected officials, officers, or employees.
(B) This indemnification shall survive the expiration or termination of any franchise or use of the rights-of-way.
(C) The city shall give the franchisee written notice of its obligation to indemnify the city within ten days of the receipt of a claim or action pursuant to this section.
(D) In the event any such claim arises, the city shall tender the defense thereof to the franchisee. The franchisee shall have the right to defend, settle, or compromise any claims arising hereunder, and the city shall cooperative fully herein.
(E) If the city determines in good faith that its interests cannot be represented by the franchisee, the franchisee shall be excused from any obligation to indemnify the city.
(Ord. 4, Series 2020, passed 10-8-2020)