§ 20.5-10. Indemnification.

(a)

As a condition of the grant of consent or a franchise, the telecommunications provider shall agree to indemnify, defend, and hold harmless the city, its officers, boards, commissions, agents, and employees (collectively the "indemnified parties") from and against any and all lawsuits, claims, causes of action, actions, liabilities, demands, damages, judgments, settlements, disability, losses, expenses (including attorneys' fees and disbursements of counsel) and costs of any nature that any of the indemnified parties may at any time suffer, sustain or incur arising out of, based upon, or in any way connected with the provider's operations, the exercise of the consent or franchise herein granted or the breach by the provider of its obligations under this chapter and the consent agreement or franchise agreement or based upon or in any way connected with the activities of the provider, or their subcontractors, employees, and agents. The provider shall be solely responsible for and shall indemnify, defend, and hold the indemnified parties harmless from and against any and all matters relative to payment of the provider's employees, including compliance with Social Security and withholdings requirements.

(b)

The indemnification obligations of the provider set forth in this chapter are not limited in any way by the amount or type of damages or compensation payable by or for the provider under workers' compensation, disability or other employee benefit acts, acceptance of insurance certificates required under any consent agreement or franchise agreement, if any, or the terms, applicability or limitations of any insurance held by the provider.

(c)

The city does not, and shall not, waive any rights against the provider which it may have by reason of the indemnification provided for in this chapter because of the acceptance by the city, or the deposit with the city by provider, of any of the insurance policies described in this chapter.

(d)

The indemnification of the city by a provider provided for in this chapter shall apply to all damages and claims for damages of any kind suffered by reason of any of the provider's operations referred to in this chapter regardless of whether or not such insurance policies shall have been determined to be applicable to any such damages or claims for damages.

(e)

A provider shall not be required to indemnify the city for negligence or misconduct on the part of the city or its officials, boards, commissions, agents, or employees, provided that the provider shall be responsible for its proportionate share of any damages or claims resulting from any negligent act or omission.

(Ord. No. 98-31, § 10, 6-23-98)