(a) Indemnity. Permittee shall defend, indemnify, protect, and hold harmless Municipality, its officers, agents, employees, elected and appointed officials, departments, boards, and commissions from any and all claims, losses, liabilities, causes of action, demands, judgments, decrees, proceedings, and expenses of any nature (collectively "claims") (including, without limitation, attorneys' fees) arising out of or resulting from the acts or omissions of permittee, its officers, agents, employees, contractors, successors, or assigns, but only to the extent such acts or omissions are related to permittee's use of or installation of facilities in the public right-of-say and only to the extent of the fault or responsibility of permittee, its officers, agents, employees, contractors, successors and assigns.
(b) Notice, Cooperation. Municipality shall notify permittee promptly in writing of any such claims and the method and means proposed by Municipality for defending or satisfying any such claims. Municipality shall cooperate with permittee in every reasonable way to facilitate the defense of any such claims. Municipality shall consult with permittee respecting the defense and satisfaction of such claims, including the selection and direction of legal counsel.
(c) Settlement. Municipality shall not settle any claim subject to indemnification under the preceding two sections without the advance written consent of permittee, which consent shall not be unreasonably withheld. Permittee shall have the right to defend or settle, at its own expense, any claim against Municipality for which permittee is responsible hereunder.
(Ord. 455. Passed 2-5-08.)