(A) Scope. The company will indemnify, keep, and hold the city, its elected officials, officers, employees, and agents free and harmless from any and all claims and actions on account of injury or death of persons or damage to property occasioned by the construction, installation, maintenance, repair, removal, relocation, or operation of the facilities affecting public ground, unless the injury or damage is the result of the negligence of the city, its elected officials, employees, officers, or agents. The city will notify the company of claims or actions and provide a reasonable opportunity for the company to accept and undertake the defense.
(B) Claim defense. If a claim or action is brought against the city under circumstances where indemnification applies, the company, at its sole expense, shall defend the city if written notice of the claim or action is given to the company within a period wherein the company is not prejudiced in the defense of the claim or action by lack of the notice. If the company undertakes the defense, the company shall have complete control of the claim or action, but it may not settle without the consent of the city, which shall not be unreasonably withheld. This section is not, as to third parties, a waiver of any defense or immunity otherwise available to the city. In defending any action on behalf of the city, the company is entitled to assert every defense or immunity that the city could assert in its own behalf.
(Prior Code, § 1706.050) (Ord. 7469, passed 1-16-1996)