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cost and expense, defend such suit or action by attorneys of its own election. In <br />defense of such suit or action, VERIZON may, at its election and at its sole cost and <br />expense, settle or compromise such suit or action. This section shall not be construed <br />to require VERIZON to: <br />1. protect and save the City harmless from any claims, actions or damages; <br />2. settle or compromise any claim, demand, suit or action; <br />3. appear in or defend any suit or action; or, <br />4. pay any judgment or reimburse the City's costs and expenses (including <br />reasonable attorney's fees), to the extent such claim arises out of the negligence or <br />intentional acts of the City, its employees, agents or independent contractors. <br />B. To the extent of any concurrent negligence between VERIZON and the City, <br />VERIZON's obligations under this paragraph shall only extend to its share of negligence <br />or fault. The City shall have the right at all times to participate through its own attorney <br />in any suit or action that arises out of any right, privilege, and authority granted by or <br />exercised pursuant to this Franchise Agreement when the City determines that such <br />participation is required to protect the interests of the City or the public. Such <br />participation by the City shall be at the City's sole cost and expense. <br />C. With respect to the performance of this Franchise and as to claims made by <br />VERIZON's employees against the City, its officers, agents and employees, VERIZON <br />expressly waives its immunity under Title 51 of the Revised Code Washington, the <br />Industrial Insurance Act for injuries to its officers, agents and employees and agrees <br />that the obligation to indemnify, defend and hold harmless provided for in this paragraph <br />extends to any claim brought by or on behalf of VERIZON's officers, agents or <br />employees against the City. This waiver is mutually negotiated by the parties. <br />Section 14. Severability. If any section, sentence, clause or phrase of this <br />ordinance is held to be invalid or unconstitutional by a court of competent jurisdiction, <br />the City may elect to treat the portion declared invalid or unconstitutional as severable <br />and enforce the remaining provisions of this ordinance; provided that, if the City elects <br />to enforce the remaining provisions of the ordinance, Verizon shall have the option to <br />terminate the Franchise Agreement. <br />Section 15. Reservation of Rights. <br />A. The parties agree that this Franchise Agreement is intended to satisfy the <br />requirements of all applicable laws, administrative guidelines, rules, orders and <br />ordinances in effect on the date the permits and authorizations are issued for the <br />affected Facilities. Accordingly, any provision of this Franchise Agreement or any local <br />ordinance that may conflict with or violate the law shall be invalid and unenforceable, <br />whether occurring before or after the execution of this agreement, it being the intention <br />of the parties to preserve their respective rights and remedies under the law, and that <br />the execution of this Franchise Agreement does not constitute a waiver of any rights or <br />obligations by either party under the law. <br />W: Word Processing \Ordinances\Verizon-Seattle SMSA Franchise Agreement 1-29-18 <br />GL:bjs <br />Page 16 of 20 <br />91 <br />