§ 6.135.160. Indemnification.

(a) A provider shall, at its sole cost and expense, defend, indemnify and hold the county harmless from and against all claims for damages to persons or property in any way related, directly or indirectly, to the construction, maintenance and operation of its facilities or its use of the rights-of-way, when or to the extent injury or damage is caused or alleged to be caused, wholly or in part, by any act, omission, negligence or misconduct of the provider or any of the provider's contractors, subcontractors, officers, agents or employees, or by any person for whose act, omission, negligence or misconduct the provider is by law responsible. This section is intended to require the provider to indemnify the county to the maximum extent allowed by law for claims related to the provider's use of the rights-of-way and is not intended to create liability for the benefit of any party other than the county.

(b)

If any claim is made against the county that is covered by subsection (a) of this section, and if a court of competent jurisdiction shall adjudge by final decree that the county is liable therefor, the provider shall indemnify and hold the county harmless from any such liability, including any court costs, expenses and reasonable attorney's fees incurred by the county in defense thereof and incurred at any stage of the proceedings.

(c)

Upon commencement of any suit, proceeding at law or in equity against the county relating to any matter covered by subsection (a) of this section, the county shall give the provider prompt notice of such suit or proceeding; whereupon the provider shall provide a defense to such suit, including any appellate proceedings brought in connection therewith, and pay any settlement, costs and judgments that may be rendered against the county by reason of such suit.

(d)

If the provider fails to comply with its obligations under subsection (c) of this section, after reasonable notice to the provider by the county, the county shall have the right to defend any claims against it and, in addition to being reimbursed for any settlement or judgment that may be rendered against the county, the provider shall reimburse the county's reasonable attorney's fees and all expenses incurred by the county by reason of undertaking the defense of such suit, regardless of whether such suit is successfully defended or settled, or fully adjudicated. If the county is required to defend any such suit because of the provider's failure to do so, the county shall have the right to enter into any settlement as the county may deem in its best interest, without the prior approval of the provider.

(Ord. No. 3812, § 4, 10-6-2009)