(A) Each grantee shall, at the grantee’s sole cost and expense, fully indemnify, defend and hold harmless the town, and in their capacity as such, the officers, agents, boards, commissioners, consultants attorneys and employees thereof, from and against any and all claims, suits, actions, proceedings, liability and judgments for damages or otherwise arising out of, or alleged to arise out of, the award of the franchise, the exercise of the rights granted thereunder, and/or the construction, maintenance or operation of the system in the town, including claims without limitation:
(1) Arising out of, or alleged to arise out of, the award of a franchise to the grantee, assertion by the town of a claim of confidentiality on behalf of the grantee, and/or the grantee’s operation of the utility system under the franchise;
(2) For actual or alleged injury to persons or property, including loss of use of property due to an occurrence, whether or not such property is physically damaged or destroyed, in any way arising out of or through, or alleged to arise out of or through, the acts or omissions of the grantee or its officers, agents, employees, contractors or subcontractors;
(3) Arising out of or alleged to arise out of any claim for damages for invasion of the right of privacy, defamation of any person, firm or corporation, or the violation or infringement of any copyright, trademark, trade name, service mark or patent, or of any other right of any person, firm or corporation; and
(4) Arising out of, or alleged to arise out of, grantee’s failure to comply with the provisions of any statute, regulation or ordinance of any federal, state or any local agency applicable to the grantee in its business.
(B) Indemnification expenses shall include, but not be limited to, all out-of-pocket expenses, such as reasonable attorneys’ fees, and shall include the reasonable value of any services rendered by the Town Attorney or his or her assistants or any consultants, agents and employees of the town. Nothing herein shall be deemed to prevent the parties indemnified and held harmless herein from participating in the defense of any litigation by their own counsel. Such participation shall not under any circumstances relieve the grantee from its duty of defense against liability or of paying any judgment entered against such party.
(Ord. 2010-01, passed 1-26-2010)