(A) To the extent permitted by law, a non-exempt MCS provider shall at all times defend, indemnify, protect, save harmless, and exempt the city, the Mayor, the City Manager, the Council/franchising authority, their officers, agents, servants, and employees from any and all penalty, damage, or charges arising out of claims, suits, demands, causes of action, or award of damages whether compensatory or punitive, or expenses arising therefrom, either at law or in equity, which might be claimed now or in the future, which may arise out of, or be caused by workers' compensation, or by the construction, erection, location, products performance, operation, maintenance, repair, installation, replacement, removal or restoration of the multi-channel system within the city by an intentional act or a negligent act or omission of an MCS provider, its agents or employees, contractors, subcontractors, independent contractors, or implied or authorized representatives. With respect to the penalties, damages or charges referenced herein, attorneys' fees, consultants' fees, and expert witness fees are included as those costs which may be recovered by the Council/franchising authority.
(B) The city, Mayor, and the Council/franchising authority specifically reserve the right to retain counsel of their own choice, at their own expense.
(C) If an MCS provider obtains counsel for the city, the Mayor, or the Council/franchising authority, then any one of them shall have the right to approve counsel.
(D) Neither the city, the Mayor, nor the Council/franchising authority shall unreasonably withhold its approval of counsel.
(E) With respect to an MCS provider's own defense of such actions noted in this section, it is understood that such MCS provider reserves the right to select and retain, without the Council/franchising authority's approval, counsel of the MCS provider's choice at provider's expense.
(F) Where arbitration is permitted in a franchise agreement, or agreed to in writing by the MCS provider and Council/franchising authority, the arbitration provisions shall specify to what extent costs are to be borne by either the Council/franchising authority, and the MCS provider.
(Ord. 4-1994-20, passed 4-12-94)