A. Scope of Indemnity. To the fullest extent permitted by law, the Grantee shall, at its sole cost and expense, indemnify, hold harmless, and defend the County, and its officers, boards, commissions, agents, and employees, against any and all claims, including, but not limited to, third party claims, suits, causes of action, including reasonable attorney’s fees and costs, proceedings, and judgments for damages or equitable relief arising out of the construction, installation, upgrade, dismantling, operation, maintenance or condition of its Cable System, or its provision of services as defined within this Ordinance or Franchise Agreement, if any, regardless of whether the act or omission complained of is authorized, allowed, or prohibited by this Ordinance or Franchise Agreement, if any, except with respect to claims arising out of the County’s sole negligence.
Without limiting in anyway the Grantee’s obligation to indemnify the County and its officers, boards, commissions, agents, and employees as set forth above, this indemnity provision applies to, but is not limited to, and liabilities as follows:
1. To persons or property, in any way arising out of or through the acts or omissions of the Grantee, its contractors, subcontractors and their officers, employees, or agents, or to which the Grantee’s negligence shall in any way contribute;
2. Arising out of any claim for invasion of the right of privacy; for a failure by the Grantee to secure consents from the owners or authorized distributors of programs to be delivered by the Cable System, except with respect to any programming or information on the EG Channels, or for violation of any other right of any person; and
3. Arising out of the Grantee’s failure to comply with the provisions of any federal, state or local statute, ordinance, rule or regulation applicable to the Grantee with respect to any aspect of its business to which this Ordinance or Franchise Agreement, if any, applies.
B. No Limitation on Liability. The Grantee’s liability to the County under this Ordinance or Franchise Agreement, if any, is not limited or satisfied in any way by the minimum amounts set forth in this Ordinance or Franchise Agreement, if any, for insurance, nor by the amounts of any deductibles or retention for such insurance.
C. Duty to Give Notice and Cooperate. As soon as practicable, but in no event more than 30 days, the County shall give the Grantee written notice of any claim or of the commencement of any action, suit or other proceeding covered by the indemnity in this Section. In the event any such claim arises, the County or any other indemnified party may tender the defense thereof to the Grantee and the Grantee shall have the right and duty to defend, settle or compromise any claims arising hereunder and the County shall cooperate fully therein.
(Ord. O-200203-12-002, passed 3-5-2002)