No franchise shall be valid or effective until and unless city obtains an adequate indemnity from the grantee. The indemnity must, to the extent permitted by law:
(A) Release city from and against any and all liability and responsibility in or arising out of the construction, operation, repair or maintenance of the cable system, except to the extent that it arises from the intentional or grossly negligent conduct of the city or those for whom the city is responsible. Each grantee must further agree not to sue or seek any money or damages from city in connection with the above mentioned matters; and
(B) Defend, indemnify and hold harmless city, its elected and appointed officers, agents, and employees, from and against any and all claims, demands, or causes of action of any kind or nature brought because of any injury, including death, or damage received or sustained by any person, persons or property and the resulting losses, costs, expenses, reasonable attorneys' fees, liabilities, damages, orders, judgments or decrees sustained by the city, or by reason of, or resulting from the acts, errors, or omissions of the grantee, or its agents, independent contractors or employees related to or in any way arising out of the construction, operation or repair of the system. To the extent, if at all, § 56-7-1 NMSA 1978 is applicable to the indemnity agreements contained in this ordinance, the indemnity agreements will not extend to liability, claims, damages, losses or expenses, including attorney's fees, arising out of:
(1) The preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications by the city, or the agents or employees of the city or
(2) The giving of or the failure to give directions or instructions by the city, or the agents or employees of the city, where such giving or failure to give directions or instructions is the primary cause of bodily injury to persons or damage to property.
(Ord. 24-2002)