(A) As a condition of any franchise granted pursuant to this subchapter, the company shall agree to defend, indemnify and hold the city and its officers, agents and employees free and harmless from and against any and all claims, actions, suits, damages, costs, expenses and liabilities, including the reasonable fees and expenses of their attorneys, expert witnesses and consultants, court costs and fines, which may be incurred by them, asserted against them, or sought to be imposed upon them, individually, jointly or severally, and which arise directly or indirectly out of or are connected in any way with the grant of the franchise or the construction, installation, maintenance, operation or condition of the company’s cable system pursuant to a franchise granted hereunder except to the extent those damages, claims, awards and judgments arise from the sole negligence of the city, its officers, agents and employees, including but not limited to:
(1) Any negligent, tortious or wrongful act or omission of the company, and its officers, agents, employees, contractors or subcontractors resulting in personal injury, bodily injury, sickness or death to any person, or in loss or damage of any kind to the property of any person including the company and its officers, agents, employees, licensees and invitees;
(2) Any negligent, tortious or wrongful act or omission of the company, and its officers, agents, employees, contractors or subcontractors resulting in damage to, loss of, destruction or unauthorized use of any trademark, trade name, copyright, patent or other intangible property rights of any person including libel, slander and invasion of privacy; or
(3) Loss or damage of any kind related to company’s failure to comply with the provisions of this subchapter, or of the franchise agreement, or of any federal, state or local law or regulation applicable to the company or the cable system.
(B) As a condition of any franchise granted pursuant to this subchapter, the company shall assume for its officers, agents, employees, contractors and subcontractors all risk of dangerous or hazardous conditions in, on or about any public ways of the city, except for latent conditions actually caused by the willful or negligent acts of the city or its employees.
(C) The indemnity obligation of the company shall not extend to injuries, judgments or liabilities to the extent they arise out of the negligence or willful misconduct on the part of the city, or its officers, agents or employees while acting on behalf of the city.
(D) As a condition of any franchise granted pursuant to this subchapter, the company shall agree that, except to the extent caused by the gross negligence, malicious or intentional wrongful acts, or the willful misconduct of the city, or its officers, agents or employees while acting on behalf of the city, the city and its officers, agents or employees shall not be liable to the company for any claims for damage to, or loss of, all or any part of company’s cable system arising out of any public work, public improvement, alteration of any municipal structure, change in the grade or line of any public way of the city, the elimination, discontinuing or closing of any public way of the city, or other exercise by the city of its lawful authority over the public ways.
(E) As a condition of any franchise granted pursuant to this subchapter, the company shall recognize the city’s right to exercise its police powers over the public ways of the city in case of fire, disaster or other emergency as reasonably determined by the city, and agree that the city shall not be liable to the company for any damage to the company’s cable system or other property when such damage results from the exercise by the city of its police powers in order to protect the public in case of fire, disaster or other emergency. When practicable, as determined by the city, the city agrees to consult with the company prior to the exercise by the city of such police power, where the exercise may affect the company’s cable system and to permit the company to take necessary actions to protect the public and the company’s cable system or other property.
(Prior Code, § 122.064) (Ord. 2001-377, passed 11-13-2001)