(a) To the fullest extent permitted by law, each Permittee shall, at its sole cost and expense, fully indemnify, defend and hold harmless the City, its City Commissioners, employees, boards and commissions, agents and contractors from and against any and all lawsuits, claims (including without limitation worker's compensation claims against the City or others), causes of action, liability, awards and judgments for injury or damages (including but not limited to expenses for reasonable legal fees and fees of experts retained by the City in connection therewith):
(1) To persons or property, in any way arising out of or through the acts or omissions of Permittee, its contractors, agents or employees attributable to the occupation by the Permittee of the right-of-way,
(2) Arising out of any claim for invasion of the right of privacy, for defamation of any person or legal entity or the violation or infringement of any copyright, trademark, trade name, service mark or patent or any other right of any person or other legal entity by the Permittee,
(3) Arising out of the Permittee's failure to comply with the provisions of any federal, state, or local law or regulation applicable to the Permittee;
unless, the City's negligence or willful misconduct is the sole and proximate cause of such injury or damage.
(b) The foregoing indemnification is conditioned upon the City:
(1) Giving Permittee prompt notice of any claim or the commencement of any action, suit or proceeding for which indemnification is sought:
(2) Affording the Permittee the opportunity to participate in and fully control any compromise, settlement. or other resolution or disposition of any claim or proceeding subject to indemnification; and
(3) Fully cooperating in the defense of such claim and making available to the Permittee all pertinent information under the City's control and the release of which is not prohibited by law.
(c) The City shall have the right to employ separate counsel in any such action or proceeding and to participate in the investigation and defense thereof and the Permittee shall pay the reasonable fees and expense of such separate counsel if employed with the approval and consent of the Permittee or if representation of both Permittee and the City by the same attorney would be inconsistent with accepted canons of professional ethics.
(d) Each Permittee shall maintain insurance coverages (or self-insurance coverage by Permittees having capitalization in excess of Fifty Million Dollars, as determined by the City Manager) in accordance with the following:
(1) Commercial General Liability Insurance. Each Permittee shall maintain, and by its acceptance of any Permit granted under this Chapter specifically agrees that it will maintain throughout the term of any such Permit, commercial general liability insurance insuring the Permittee in the minimum of:
A. $1,000,000 per occurrence;
B. $2,000,000 annual aggregate; and
C. $1,000,000 excess general liability per occurrence and annual aggregate.
Such commercial general liability insurance may be written on an occurrence or claims made bases and must on a comprehensive coverage form, including the following: premises operations, explosion and collapse hazard, underground hazard, products liability, completed operations, contractual coverage, and broad form property damage, bodily injury and personal injury coverage.
(2) Automobile Liability Insurance. Each Permittee shall maintain, and by its acceptance of any Permit granted under this Chapter specifically agrees that it will maintain throughout the term of such Permit, automobile liability insurance for owned, non-owned, or rented vehicles in the minimum amount of:
A. $1,000,000 per occurrence; and
B. $1,000,000 excess automobile liability per occurrence, for property damage, bodily injury and personal injury coverage.
(3) Worker's s Compensation. Each Permittee shall maintain, and by its acceptance of any Permit granted under this Chapter specifically agrees that it will maintain throughout the term of any such Permit, Worker's Compensation coverage as required by the State of Ohio.