A. The Grantee shall by acceptance of any franchise granted indemnify, defend and hold harmless the Grantor, its officers, boards, commissions, and employees from any and all claims, suits, judgments for damages or other relief, costs and reasonable attorneys' fees in any way arising out of or through or alleged to arise out of or through:
1. The act of the Grantor in granting the franchise; and
2. The acts or omissions of the Grantee, its servants, employees, or agents including, but not limited to, any failure or refusal by the Grantee, its servants, employees or agents to comply with any obligation or duty imposed on the Grantee by this Chapter or the Franchise Agreement.
3. a. The exercise of any right or privilege granted or permitted by this Chapter or the Franchise Agreement.
b. Such indemnification shall include, but not be limited to, all claims arising in tort, contracts, infringements of copyright, violations of statutes, ordinances or regulations or otherwise.
B. In the event any such claims shall arise, the Grantor or any other indemnified party shall tender the defense thereof to the Grantee; provided, that, the Grantor in its sole discretion may participate in the defense of such claims at its expense, and in such event, the Grantee shall not agree to any settlement of claims without Grantor approval.
C. The Grantee shall not be required to indemnify the Grantor for negligence or willful misconduct on the part of the Grantor's officials, boards, commissions, agents or employees.
('65 Code, § 35B-5(d)) (Ord. No. 87-021 § 1; Ord. No. 2001-009 § 1)