(A) Operator does hereby indemnify, save and hold harmless and agrees to defend the Village from all liens, charges, claims, demands, suits, actions, fines, penalties, losses, costs (including, but not limited to, reasonable legal fees and court costs), judgments, injuries, liabilities or damages, in law or equity; or of every and any kind and nature whatsoever arising out of or connected with the negligent installation, operation, or maintenance or construction of the cable television system; provided, however, that the indemnity granted hereby shall not extend to liabilities of any type or kind whatsoever arising out of any acts of negligent or willful misconduct on the part of the Village, its officers, elected or appointed officials, servants, agents, employees, or contractors while acting on behalf of the Village, or to the acts of third parties not acting or authorized to act on behalf of the operator.
(B) Each party shall give the other reasonably prompt written notice of any claim, demand, action or proceeding for which indemnification will be bought under this provision of the ordinance and, if such claim, demand, action or proceeding is a third-party claim, demand, action or proceeding, the operator will have the right at its expense to assume the defense of such claim, demand, action or proceeding, using counsel reasonably acceptable to the Village. The Village shall have the right to participate, at its own expense, with respect to any such third-party claim, demand, action, or proceeding, the operator and the Village shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the prior written consent of the Village, which consent the Village shall not unreasonably withhold or delay.
(Ord. 0-1621-97, § 709.01, passed 7-21-97)