(A) Each cable operator shall defend, indemnify, and hold harmless the city, its officials, authorized agents and employees from any and all penalty, damage, or loss arising out of claims, suits, demands, causes of action, or award of damages which might be claimed now or in the future, which arise out of, or are caused by, the construction, erection, location, products performance, operation, maintenance, repair, installation, replacement, removal or restoration of the cable system within the city by a negligent act or omission of the cable operator, its authorized agents or employees, contractors, or authorized representatives; provided, however, the cable operator shall not be obligated to indemnify the city for any penalty, damage or loss resulting from the willful misconduct or negligence of the city or from any use of the cable system by the city (to include the use of PEG channels).
(B) Reasonable attorney's fees, consultant's fees, expert witness fees and other expenses of litigation are included except as set forth in division (C)(4) below as those costs which may be recovered by the city.
(C) With respect to any request for indemnification made to a cable operator by the city:
(1) The city shall give the cable operator written notice of its obligation to indemnify the city at least 10 calendar days prior to the deadline for responding to the claim or action, and if no such deadline exists, within 30 days of receipt of written notification of a claim or action.
(2) The cable operator shall then have the right to defend, settle or compromise any such claims at the cable operator's expense and with the assistance of counsel of the cable operator's choice. The city shall provide reasonable cooperation in connection with the defense subject to the cable operator's obligation to reimburse the city for actual out-of-pocket expenses incurred by the city as the result of a request by the cable operator.
(3) If the cable operator fails to defend a claim within a reasonable time, the city shall be entitled to assume the defense and the cable operator shall be bound by the results and shall be liable to the city for the damages incurred by the city to include the costs referred to above as recoverable by the city.
(4) If a cable operator obtains counsel for the city, and/or its officials, agents and employees, then any one of them shall have the right to approve counsel, which approval shall not be unreasonably withheld. The city, its officials, agents and employees shall have the right to retain counsel of their own at their own expense.
(Ord. 4016, § 1, 12-17-2019)