(a) The grantee, under any franchise operated pursuant to this chapter, shall agree to indemnify, hold harmless, release and defend the City, its officers, boards, commissions, agents and employees, from and against any and all lawsuits, claims, causes of action, actions, liability, demands, damages, disability, losses, expenses, including reasonable attorneys' fees and costs, or liabilities of any nature, that may be asserted by any person, resulting or in any manner arising from the action or inaction of the grantee, its subcontractors, employees and agents, in constructing, operating, maintaining, repairing or removing the system, in carrying on the grantee's business or operations in the City, or in exercising or failing to exercise any right or privilege granted by the franchise. This indemnity shall apply, without limitation, to any action or cause of action for invasion of privacy, defamation, antitrust, errors and omissions, theft, fire, violation or infringement of any copyright, trademark, trade name, service mark or patent, or any other right of any person, whether or not any act or omission complained of is authorized, allowed or prohibited by this chapter or any franchise agreement, but shall not include any claim or action arising out of the actions or omissions of City officers, employees or agents or related to any City programming or other access programming for which the grantee is not legally responsible.
(b) The grantor, under any franchise operated pursuant to this chapter, shall agree to indemnify, hold harmless, release and defend the grantee, its officers, boards, commissions, agents and employees from and against any and all lawsuits, claims, causes of action, liability, demands, damages, disability, losses, expenses, including reasonable attorney fees, and costs or liabilities of any nature that may be asserted by any person resulting or in any manner arising from any act of omission or commission of any negligence of the grantor or its officers, elected or appointed officials, servants, agents, employees or contractors, arising out of, or in any way connected with, the grantor's use of the cable television system facilities or equipment.
(c) The City shall promptly notify the grantee of any claims subject to indemnification by the grantee and shall cooperate with all reasonable requests by the grantee for information, documents, testimony or other assistance appropriate to a resolution of such claims. The grantee shall have full responsibility for and control of any action or undertaking directed at the resolution of such claims.
(Ord. 29-99. Passed 6-29-99.)