(a) To the fullest extent permitted by law, all permittees shall, at their sole cost and expense, fully indemnify, defend and hold harmless the village, its officers, public officials, boards, commissions, agents and employees, from and against any and all lawsuits, claims (including, without limitation, worker’s compensation claims against the village or others), causes of actions, actions, liability and judgments for injury or damage (including, but not limited to, expenses for reasonable legal fees and disbursements assumed by the village in connection therewith):
(1) To persons or property, in any way arising out of or through the acts or omissions of the permittee, its subcontractors, agents or employees, attributable to the occupation by the permittee of the right-of-way, to which the permittee’s negligence shall in any way contribute, and regardless of whether the village’s negligence or the negligence of any other party shall have contributed to such claim, cause of action, judgment, injury or damage;
(2) Arising out of any claim for invasion of the right of privacy, for defamation of any person, firm or corporation, or for the violation or infringement of any copyright, trademark, trade name, service mark or patent or any other right of any person, firm or corporation by the permittee, but excluding claims arising out of or relating to village programming; and
(3) Arising out of the permittee’s failure to comply with the provisions of any federal, state or local statute, ordinances or regulations applicable to the permittee in its business hereunder.
(b) The foregoing indemnification is conditioned upon the village:
(1) Giving the permittee prompt notice of any claim or the commencement of any action, suit or proceeding for which indemnification is sought;
(2) Affording the permittee the opportunity to participate in and fully control any compromise, settlement or other resolution or disposition of any claim or proceeding subject to indemnification; and
(3) Fully cooperating in the defense of such claim and making available to the permittee all pertinent information under the village’s control.
(c) The village shall have the right to employ separate counsel in any such action or proceeding and to participate in the investigation and defense thereof, and the permittee shall pay the reasonable fees and expense of such separate counsel, if employed with the approval and consent of the permittee, or if representation of both the permittee and the village by the same attorney would be inconsistent with accepted canons of professional ethics.
(d) Each permittee shall maintain insurance coverage (or self-insurance coverage by a permittee having capitalization in excess of $50,000,000, as determined by the Mayor) in accordance with the following.
(1) General Liability Insurance.
A. The permittee shall maintain, and, by its acceptance of any permit granted hereunder, specifically agrees that it will maintain, throughout the term of the permit, general liability insurance insuring the permittee in the minimum amount of:
1. One million dollars per occurrence;
2. Two million dollars annual aggregate; and
3. One million dollars excess general liability per occurrence and annual aggregate.
B. Such general liability insurance must be written on a comprehensive coverage form, including the following: premises/operations; explosion and collapse hazard; underground hazard; products/completed operations hazard; contractual insurance; broad form property damage and personal injury.
(2) Automobile Liability Insurance. The permittee shall maintain, and, by its acceptance of any permit granted hereunder, specifically agrees that it will maintain, throughout the term of the permit, automobile liability insurance for owned, non-owned or rented vehicles in the minimum amount of:
A. One million dollars per occurrence; and
B. One million dollars excess automobile liability per occurrence.
(3) Worker’s Compensation and Employer’s Liability Insurance. The permittee shall maintain, and, by its acceptance of any permit granted hereunder, specifically agrees that it will maintain, throughout the term of the franchise, worker’s compensation and employer’s liability insurance, valid in the State of Ohio, in the minimum amount of:
A. Statutory limit for worker’s compensation;
B. One million dollars for employer’s liability per occurrence; and
C. One million dollars excess employer liability.
(e) The liability insurance policies required by this section shall be maintained by the permittee throughout the term of the permit, and such other period of time during which the permittee is operating without a permit hereunder or is engaged in the removal of its telecommunications facilities. Each such insurance policy shall contain the following endorsement:
“It is hereby understood and agreed that this policy may not be cancelled nor the intention not to renew be stated until 90 days after receipt by the village, by registered mail, of a written notice addressed to the Mayor of such intent to cancel or not to renew. Within 60 days after receipt by the village of said notice, and in no event later than 30 days prior to said cancellation, the permittee shall obtain and furnish to the village replacement insurance policies meeting the requirements of this section.”
(Ord. 6-97, passed 7-14-1997)