156.23 HOLD HARMLESS.

   (a)   Grantee, under any Franchise operated pursuant to this chapter, shall agree to indemnify, hold harmless, release and defend the City, its officers, boards, commissions, agents and employees from and against any and all lawsuits, claims, causes of action, actions, liability, demands, damages, disability, losses, expenses, including reasonable attorneys' fees and costs or liabilities of any nature that may be asserted by any Person resulting or in any manner arising from the action or inaction of the Grantee, its subcontractors, employees, and agents, in constructing, operating, maintaining, repairing or removing the System, in carrying on Grantee's business or operations in the City or in exercising or failing to exercise any right or privilege granted by the Franchise. This indemnity shall apply, without limitation, to any action or cause of action for invasion of privacy, defamation, antitrust, errors and omissions, theft, fire, violation or infringement of any copyright, trademark, trade names, service mark or patent, or any other right of any Person, firm or corporation, whether or not any act or omission complained of is authorized, allowed or prohibited by this chapter or any Franchise Agreement, but shall not include any claim or action arising out of the actions or omissions of City officers, employees or agents or related to any City programming or other access programming for which the Grantee is not legally responsible.

   (b)   The City shall promptly notify Grantee of any claims subject to indemnification by Grantee and shall cooperate with all reasonable requests by Grantee for information, documents, testimony or other assistance appropriate to a resolution of such claims. Grantee shall have full responsibility for and control of any action or undertaking directed at the resolution of such claims.

(Ord. 1997-25. Passed 12-9-97.)