Astound Broadband shall defend the City, its officers, boards, commissions, agents, and employees from all claims for injury to any person or property caused by, or alleged to be the result of, the negligence or fault of Astound Broadband in the construction or operation of its facilities and, in the event of a determination of liability, shall indemnify and hold the City, its officers, boards, commissions, agents, and employees harmless from any and all liabilities, claims, demands, or judgments growing out of any injury to any person or property as a result of the negligence or fault of Astound Broadband arising out of the construction, repair, extension, maintenance, operation or removal of its wires, poles or other equipment of any kind or character used in connection with the installation and operation of its facilitie by Astound Broadband or its subcontractors, except that the foregoing indemnification obligation does not apply if the City fails to provide timely notice reasonable under the circumstances to Astound Broadband. In the event any such claim arises, the City shall tender the defense thereof to Astound Broadband, and Astound Broadband shall have the right to defend, settle or compromise any claims arising hereunder, except that if such settlement or compromise might obligate the City, Astound Broadband shall obtain the City’s written consent to the settlement or compromise, which the City may not unreasonably withhold. Notwithstanding the foregoing, Astound Broadband shall not be obligated to indemnify the City for any damages, liability or claims resulting from the willful misconduct or negligence of the City, its officers, boards, commissions, agents, or employees. This obligation of indemnification shall survive the termination of this franchise. (Ord. 119 § 9, passed 1-12-2016)