A. A grantee must indemnify, defend and hold harmless the City, its officers, boards, committees, commissions, elected officials, employees and agents (an "indemnified party") from and against any loss or damage to any real or personal property of any person, or for any injury to or death of any person, arising out of or in connection with the construction, operation, maintenance, repair or removal of, or other action or event with respect to a system or other facilities used by a grantee to deliver cable service.
B. A grantee must indemnify, defend, and hold harmless an indemnified party from and against all lawsuits, claims, actions, liability, damages, costs, expenses or penalties incurred as a result of the award or enforcement of a franchise.
C. A grantee shall not be required to provide indemnification or defense for any intentional misconduct, willful neglect or negligence by an indemnified party, for any enforcement action taken by an indemnified party against a grantee, or for any claim based solely on the City's operation of PEG access facilities, delivery of PEG access programming, or EAS messages originated by the City.
D. With respect to each claim for indemnification:
1. The indemnified party must promptly notify the grantee in writing of any suit, claim or proceeding which gives rise to such right;
2. The grantee must afford the indemnified party an opportunity to participate in any compromise, settlement or other resolution or disposition of any suit, claim or proceeding; and
3. The indemnified party must cooperate with reasonable requests of the grantee, at grantee's expense, in its participation in a suit, claim or proceeding.
E. Subject to the limitations in Minnesota Statutes chapter 466, the City shall indemnify, defend and hold a grantee harmless for any damage resulting from any intentional misconduct, willful neglect or negligence by an indemnified party in utilizing any PEG access facilities or PEG channels, or in connection with work performed on or adjacent to the system. (Ord. 2019-03, 1-28-2019)