(A) The grantee shall indemnify and hold harmless the city, and its officers, boards, commissions, agents, and employees, against and from any and all claims, demands, causes of actions, actions, suits, proceedings, damages (including, but not limited to, damages to city property, damages arising out of copyright infringements, and damages arising out of any failure by the grantee to secure consents from the owners, authorized distributors, or licensees of programs to be delivered by the franchisee's cable system), costs, or liabilities (including costs or liabilities of the city with respect to its employees) of every kind and nature whatso-ever, including, but not limited to, damages for injury or death or damages to persons or property, and regardless of the merit of any of the same, and against all liability to others, and against any loss, cost, and expense resulting or arising out of any of the same, including any attorney fees, accountant fees, expert witness or consultant fees, court costs, per diem expense, traveling and transportation expense, or other costs or expenses arising out of or pertaining to the exercise or the enjoyment of any franchise under this chapter by the grantee or the granting thereof by the city.
(B) The grantee, at the sole risk and expense of the grantee, upon the written demand of the city made by and through the City Attorney, shall appear in and defend any and all suits, actions, or other legal proceedings, whether judicial, quasi-judicial, administrative, legislative, or otherwise, brought or instituted or had by third persons or duly constituted authorities against or affecting the city, or its officers, boards, commissions, agents, or employees, and arising out of or pertaining to the exercise or the enjoyment of such franchise or the granting thereof by the city.
(C) The grantee shall pay and satisfy, or shall cause to be paid and satisfied, any judgment, decree, order, directive, or demand rendered, made, or issued against the grantee or the city, or its officers, boards, commissions, agents, or employees, in any of these premises; and such indemnity shall exist and continue without reference to or limitation by the amount of any bond, policy of insurance, deposit, undertaking, or other assurance required under this chapter or otherwise; provided, however, neither the grantee nor the city shall make or enter into any compromise or settlement of any claim, demand, cause of action, action, suit, or other proceeding without first obtaining the written consent of the other.
(D) The provisions of this section shall not apply to any claim, demand, course of action, suit, or proceeding which is made or filed against the city by the grantee or in which negligence or wilful misconduct on the part of the city or its employees or representatives is alleged.
('66 Code, § 5-5.20) (Ord. 590-C-S, passed 9-11-84)