(a) The grantee shall, at its sole cost and expense, indemnify, defend and hold harmless the village, its officers, boards, commissions, representatives and employees acting in their official capacity, against and from any and all claims, demands, causes of actions, suits, proceedings, damages, liabilities and judgments of every kind arising out of or due to the grantee’s construction or operation of the system in the village, including, but not limited to, damages for injury or death or damage to property, real or personal, and against all liabilities to others and against all loss, cost and expense, resulting or arising out of any of the same.
(b) The grantee shall, at the sole risk and expense of the grantee, upon demand of the village made by and through the Law Director, appear in and defend any and all suits, actions or other legal proceedings, whether judicial, quasi-judicial administrative or otherwise, brought or instituted or had by third persons or duly constituted authorities, against or affecting the village, its officers, boards, commissions, representatives or employees, arising out of or due to the grantee’s construction or operation of the system in the village.
(c) The grantee shall pay and satisfy and shall cause to be paid and satisfied any judgment, decree, order, directive or demand, rendered, made or issued against the grantee, the village, its officers, boards, commissions, representatives or employees, for the foregoing, and such indemnity shall exist and continue without reference to or limitation by the amount of any bond, policy of insurance, deposit, undertaking or other assurance required hereunder or otherwise.
(d) In order for the village to assert its rights to be indemnified, defend and held harmless, the village must:
(1) Promptly notify the grantee of any claim or legal proceeding which gives rise to such right;
(2) Afford the grantee the opportunity to participate in and fully control any defense, compromise, settlement, resolution or disposition of such claim or proceeding; and
(3) Fully cooperate in the defense of such claim and make available to the grantee all such information under its control relating thereto.
(Ord. 9-97, passed 8-11-1997)