The company shall indemnify, defend and hold the City harmless
from and against claims, demands, liens and all liability or damage
of whatsoever kind on account of or arising from the grant of this
franchise, the exercise by the company of the related rights, or from
the operations of the company within the City, and shall pay the costs
of defense plus reasonable attorneys’ fees. The City shall (a)
give prompt written notice to the company of any claim, demand or
lien with respect to which the City seeks indemnification hereunder
and (b) unless in the City’s judgment a conflict of interest
may exist between the City and the company with respect to such claim,
demand or lien, shall permit the company to assume the defense of
such claim, demand, or lien with counsel satisfactory to the City.
If such defense is assumed by the company, the company shall not be
subject to liability for any settlement made without its consent.
If such defense is not assumed by the company or if the City determines
that a conflict of interest exists, the parties reserve all rights
to seek all remedies available in this franchise against each other.
Notwithstanding any provision hereof to the contrary, the company
shall not be obligated to indemnify, defend or hold the City harmless
to the extent any claim, demand or lien arises out of or in connection
with any negligent or intentional act or failure to act of the City
or any of its officers or employees.
Nothing in this section or any other provision of this agreement
shall be construed as a waiver of the notice requirements, defenses,
immunities and limitations the City may have under the Colorado Governmental
Immunity Act (§ 24-10-101, C.R.S., et seq.) or of any other defenses, immunities, or limitations
of liability available to the City by law.
