As a condition of use of the rights-of-way, each franchisee at its sole cost and expense, shall indemnify, protect, defend (with counsel acceptable to the city) and hold harmless the city, its elected officials, officers, employees, and agents, from and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, administrative and judicial proceedings and orders, judgments, remedial actions of any kind, and all costs and expenses of any kind, including, without limitation, reasonable attorney’s fees and costs of defense arising, directly or indirectly, in whole or in part, out of or in relation to the city’s award of the franchise to that franchisee, the rights granted to the franchisee, or the activities performed, or failed to be performed, by such franchisee under the franchise or use of the rights-of-way, except to the extent such acts or use arise from or are caused by the gross negligence or willful misconduct of the city, its elected officials, officers, or employees. This indemnification shall survive the expiration or termination of any franchise or use of the rights-of-way.
(Ord. 2 S2018/2019, passed 10-8-2018)