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Section 15. Claims for Damaqes. ln the construction, installation, repair, operation, and maintenance of
<br />its structures anO tacilities, "FRANCHISEE", shall use reasonable and appropriate precautions to avoid
<br />damage to persons or property. "FRANCHISEE", shall indemnify and save harmless the COUNTY from
<br />all claims, actions or damages of every kind or description, including reasonable attorney's and expert
<br />witness fees, which may accrue to or be suffered by any person or persons, corporation or property to the
<br />extent caused in part or in whole by any negligent act or omission of "FRANCHISEE", its officers, agents,
<br />servants or employees, carried on in the furtherance of the rights, benefits, and privileges granted to
<br />"FRANCHISEE", by this franchise. ln the event any claim or demand is presented to or filed with the
<br />COUNTY which gives rise to "FRANCHISEE", obligation pursuant to this section, the COUNTY shall
<br />within a reasonable time notify "FRANCHISEE", thereof and "FRANCHISEE", shall have a right, at its
<br />election, to settle or compromise such claim or demand. ln the event any claim or action is commenced
<br />in which the COUNTY is named a party, and which suit or action is based on a claim or demand which
<br />gives rise to "FRANCHISEE', obligation pursuant to this section, the COUNTY shall promptly notify
<br />"FRANCHISEE", thereof, and "FRANCHISEE", shall, at its sole cost and expense, defend such suit or
<br />action by attorneys of its own election. ln defense of such suit or action, "FRANCHISEE", may, at its
<br />election and at its sole cost and expenset settle or compromise such suit or action. This section shall not
<br />be construed to require "FRANCHISEE", to: (i) protect and save the COUNTY harmless from any claims,
<br />actions, or damages; (ii) settle or compromise any claim, demand, suit, or action; (iii) appear in or defend
<br />any suit or action; or, (iv) pay any judgment or reimburse the COUNTY's costs and expenses (including
<br />reasonable attorney's fees), to the extent such claim arises out of the sole negligence of the COUNTY.
<br />To the extent of any concurrent negligence between "FRANCHISEE", and the COUNTY, "FRANCHISEE",
<br />obligations under this paragraph shall only extend to its share of negligence or fault. The COUNTY shall
<br />have the right at all times to participate through its own attorney in any suit or action which arises out of
<br />any right, privilege, and authority granted by or exercised pursuant to this franchise when the COUNTY
<br />determines that such participation is required to protect the interests of the COUNTY or the public. Such
<br />participation by the COUNTY shall be at the COUNTY's sole cost and expense.
<br />Section 16. SeverabiliW. lf any section, sentence, clause or phrase of this Franchise is held to be
<br />invalid or unconstitutional by a court of competent jurisdiction, the COUNTY may, at its sole option, deem
<br />the entire franchise to be affected and thereby nullified. However, in the event that a determination is
<br />made that a section, sentence, clause, or phrase in this Franchise is invalid or unconstitutional, the
<br />COUNTY may elect to treat the portion declared invalid or unconstitutional as severable and enforce the
<br />remaining provisions of this Franchise; provided that, if the COUNTY elects to enforce the remaining
<br />provisions of the Franchise, "FRANCHISEE", shall have the option to terminate the franchise.
<br />Section 17. lndemnification. "FRANCHISEE", its successors and assigns, agrees and covenants to
<br />indemnify and hold harmless the County of Kittitas from and against any and all liability, loss, cost,
<br />damages, whether to persons or property, or expense of any type or nature, including reasonable
<br />attorney's fees and expert witness fees, to the extent it arises from any negligent act or omission or willful
<br />misconduct of "FRANCHISEE", its successors and assigns arising from or connected to "FRANCHISEE",
<br />work under this franchise, provided however, that in case any suit or action is instituted against the
<br />County by reason of any such damage or injury, County shall: (i) cause wriften notice thereof to be given
<br />unto "FRANCHISEE"; and (ii) provide all reasonably requested assistance in defense or settlement of
<br />such claim at "FRANCHISEE", expense, and (iii) retain the right to control the defense of settlement or
<br />such claims.
<br />Franchisee acknowledges that Kittitas County Code (KCC) 12.56.100 ("Damages to grantee's
<br />installation") provides: ln consideration of the granting of such franchise by the grantor to the grantee, the
<br />grantee, for itself/himself and its/his assigns, shall contract and agree to save the county harmless from
<br />any liability of whatsoever nature arising out of any damage and/or destruction done or suffered to be
<br />done to grantee's mains, valves, pipes, poles, cables, lines or other fittings or appurtenances of
<br />whatsoever nature placed upon, along, across, over and/or under the county road right-of-way or other
<br />county property. This paragraph shall be construed to mean that the grantee accepts such franchise and
<br />any rights conferred thereunderforthe use and occupation of any portion of the right-of-way at its/his own
<br />risk, and agrees to assume responsibility or any damage occasioned to grantee or third parties by grantor
<br />in the maintenance and/or construction work performed by grantor upon the roadways described herein
<br />and which would not have occurred but for the presence on the roadways of the grantee's pipes, poles,
<br />lines, cables, fittings or other appurtenances mentioned above, except to the extent any such damage or
<br />loss is caused by the sole negligence of the grantor. Franchisee specifically recognizes and
<br />acknowledges its responsibilities pursuant to KCC 12.56.100.
<br />Te le ca m m u n tcafloris - Ff;A,ryCHlSf r.4(Ji J ur '
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