(A) Liability of pipeline company. Pipeline company shall be liable and responsible for any and all damages, losses, liabilities (joint or several), payments, obligations, penalties, claims, litigation, demands, defenses, judgments, lawsuits, proceedings, costs, disbursements or expenses (including, without limitation, fees, disbursements and reasonable expenses of attorneys, accountants and other professional advisors and of expert witnesses and costs of investigation and preparation) of any kind or nature whatsoever (collectively “damages”), which may arise out of or be in any way connected with:
(1) The construction, installation, operations, maintenance or condition of the pipeline or any related facilities or appurtenances;
(2) The transportation of gas through the pipeline;
(3) Any claim or lien arising out of work, labor, materials or supplies provided or supplied to pipeline company, its contractors or subcontractors with respect to the pipeline; or
(4) Pipeline company’s failure to comply with any applicable federal, state or local law, ordinance, rule or regulation, except to the extent directly caused by the gross negligence or intentional misconduct of the town.
(B) Indemnification. Pipeline company, at pipeline company’s sole cost and expense, shall indemnify and hold harmless the town, its officers, boards, commission, agents, employees and volunteers (indemnitees), from and against any and all damages which may arise out of or be in any way connected with:
(1) Pipeline company’s construction, installation, operation, maintenance, or condition of the pipeline or any related facilities or appurtenances;
(2) The transportation of gas through the pipeline;
(3) Any claim or lien arising out of work, labor, materials or supplies provided or supplied to pipeline company, its contractors or subcontractors;
(4) Pipeline company’s failure to comply with any applicable federal, state or local law, ordinance, rule or regulation, acts; or
(5) The negligent act or omission(s) of the town, its officers and employees.
(C) Assumption of risk. Pipeline company hereby undertakes and assumes, for and on behalf of pipeline company, its officers, agents, contractors, subcontractors, agents and employees, all risk of dangerous conditions, if any, on or about any town-owned or town-controlled property, including, but not limited to, the public rights-of-way.
(D) Defense of indemnitees. If an action is brought against any indemnitee by reason of any matter for which the indemnitees are indemnified hereunder, the town shall give pipeline company prompt written notice of the making of any claim or commencement of any such action, lawsuit or other proceeding, and pipeline company, at pipeline company’s sole cost and expense, shall resist and defend the same with reasonable participation by the town and with legal counsel selected by pipeline company and specifically approved by the town, at town’s own expense. In such an event, pipeline company shall not admit liability in any matter on behalf of any indemnitee without the advance written consent of the town.
(Ord. 326, passed 7-14-2011)