(A) The Municipality shall not at any time be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of the construction, maintenance, repair, use, operation, condition or dismantling of the grantee's cable system or due to the act or omission of any person or entity other than the Municipality or those persons or entities for which the Municipality is legally liable as a matter of law.
(B) The grantee shall, at its sole cost and expense, indemnify and hold harmless the Municipality, all associated, affiliated, allied and subsidiary entities of the Municipality now existing or hereinafter created, and their respective officers, boards, commissions, employees, agents, attorneys and contractors (hereinafter referred to as "Indemnitees") from and against:
(1) Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, fees and expenses of attorneys, expert witnesses and consultants), which may be imposed upon, incurred by or asserted against the Indemnitees by reason of any act or omission of the grantee, its personnel, employees, agents, contractors or subcontractors, resulting in personal injury, bodily injury, sickness, disease or death to any person or damage to, loss of or destruction of tangible or intangible property, libel, slander, invasion of privacy and unauthorized use of any trademark, trade name, copyright, patent, service mark or any other right of any person, firm or corporation, which may arise out of or be in any way connected with the construction, installation, operation, maintenance, use or condition of the cable system caused by the grantee, its subcontractors or agents or the grantee's failure to comply with any federal, state or local statute, ordinance or regulation.
(2) Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, fees and expenses of attorneys, expert witnesses and consultants), which are imposed upon, incurred by or asserted against the Indemnitees by reason of any claim or lien arising out of work, labor, materials or supplies provided or supplied to the grantee, its contractors or subcontractors, for the installation, construction, operation or maintenance of the cable system. Upon the written request of the Municipality, such claim or lien shall be discharged or bonded within 15 days following such request.
(3) Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, fees and expenses of attorneys, expert witnesses and consultants), which may be imposed upon, incurred by or asserted against the Indemnitees by reason of any financing or securities offering by the grantee or its affiliates for violations of the common law or any laws, statutes or regulations of the State of Illinois, State of Indiana, or of the United States, including those of the Federal Securities and Exchange Commission, whether by the grantee or otherwise.
(C) The grantee undertakes and assumes for its officers, agents, contractors and subcontractors and employees all risk of dangerous conditions, if any, on or about any Municipality-owned or controlled property, including public rights-of-way and easements, and the grantee hereby agrees to indemnify and hold harmless the Indemnitees against and from any claim asserted or liability imposed upon the Indemnitees for personal injury or property damage to any person arising out of the installation, operation, maintenance or condition of the cable system or the grantee's failure to comply with any federal, state or local statute, ordinance or regulation, except for any claim asserted or liability imposed upon the Indemnitees that arises or is related to wanton or willful negligence by the Indemnitees.
(D) In the event any action or proceeding shall be brought against the Indemnitees by reason of any matter for which the Indemnitees are indemnified hereunder, the grantee shall, upon notice from any of the Indemnitees, at the grantee's sole cost and expense, resist and defend the same, provided further, however, that the grantee shall not admit liability in any such matter on behalf of the Indemnitees without the written consent of the Municipality.
(E) The Municipality shall give the grantee prompt notice of the making of any written claim or the commencement of any action, suit or other proceeding covered by the provisions of this section.
(F) Nothing in this chapter or in any franchise is intended to, or shall be construed or applied to, express or imply a waiver by the Municipality of statutory provisions, privileges or immunities of any kind or nature as set forth in Illinois or Indiana Statutes, including the limits of liability of the Municipality as exists presently or as may be increased from time to time by the Legislative authorities of each state.
(Ord. 767, passed 4-25-00)