§ 5. Indemnification  

Latest version.
  • The Company shall indemnify, keep and hold harmless the City, its elected officials, officers, employees, and agents from any and all claims and actions on account of injury or death of persons or damage to property occasioned by the construction, maintenance, repair, removal, or operation of the Company's property located in, on, over, under, or across the Public Ground of the City, unless such injury or damage is the result of the negligence of the City, its elected officials, employees, officers, contractors or agents. The City shall not be entitled to reimbursement for its costs incurred prior to notification to the Company of claims or actions and a reasonable opportunity for the Company to accept and undertake the defense. The City shall reimburse the Company for damage to Company property caused by the City's negligence.

    If a claim or action shall be brought against the City under circumstances where indemnification applies, the Company, at its sole cost and expense, shall defend the City if written notice of the claim or action is promptly given to the Company within a period wherein the Company is not prejudiced by lack of such notice. The Company shall have complete control of such 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, and the Company in defending any action on behalf of the City shall be entitled to assert every defense or immunity that the City could assert in its own behalf.