[Ord. No. 2195 §2, 8-1-2005]
As a condition of use of the rights-of-way, right-of-way user 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 cost 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 the fact that the City approved an agreement or franchise with right-of-way user, the rights granted to right-of-way user or the activities performed or failed to be performed by right-of-way user under the agreement or use of the rights-of-way or otherwise, except to the extent arising from or caused by the sole or gross negligence or willful misconduct of the City, its elected officials, officers, employees, agents or contractors. This indemnification shall survive the expiration or termination of any agreement or use of the rights-of-way for a period of five (5) years after the effective date of expiration or termination.