(A) The Grantee shall defend, indemnify and hold the Village and its officers, agents and employees free and harmless from and against any and all claims, actions, suits, damages, costs, expenses and liabilities, including the reasonable fees and expenses of their attorneys, expert witnesses and consultants, court costs and fines, which may be incurred by them, asserted against them, or sought to be imposed upon them, individually, jointly or severally, and which arise directly or indirectly out of or are connected in any way with the construction, installation, maintenance, operation or condition of the Grantee's Cable System, except to the extent those damages, claims, awards and judgments arise from the sole negligence of the Village, its officers, agents and employees, including but not limited to:
(1) Any negligent, tortuous or wrongful act or omission of the Grantee, and its officers, agents, employees, contractors or subcontractors resulting in personal injury, bodily injury, sickness or death to any person, or in loss or damage of any kind to the property of any person including the Grantee and its officers, agents, employees, licensees and invitees;
(2) Any negligent, tortuous or wrongful act or omission of the Grantee, and its officers, agents, employees, contractors or subcontractors resulting in damage to, loss of, destruction or unauthorized use of any trademark, trade name, copyright, patent or other intangible property rights of any person including libel, slander and invasion of privacy; and/ or
(3) Loss or damage of any kind related to Grantee's failure to comply with the provisions of this Franchise Agreement, or of any federal, state or local law or regulation applicable to the Grantee or the Cable System.
(B) The indemnity granted hereunder shall not extend to injuries, judgments or liabilities to the extent they arise out of the negligence or willful misconduct on the part of the Village, or its officers, agents or employees while acting on behalf of the Village.
(C) Except to the extent caused by the gross negligence, malicious or intentional wrongful acts, or the willful misconduct of the Village, or its officers, agents or employees while acting on behalf of the Village, the Village and its officers, agents or employees shall not be liable to the Grantee for any claims for damage to, or loss of, all or any part of Grantee's Cable System arising out of any public work, public improvement, alteration of any municipal structure, change in the grade or line of any Public Street or Public Way of the Village, the elimination, discontinuing or closing of any Public Street or Public Way of the Village, or other exercise by the Village of its lawful authority over the Public Streets or Public Ways.
(D) The Grantee recognizes the Village's right to exercise its police powers over the Public Ways of the Village in case of fire, disaster or other emergency, including but not limited to its sewer and water system operations, as reasonably determined by the Village. Notwithstanding the provisions in Paragraph (C) above, the Village shall not be liable to the Grantee for any damage to the Grantee's Cable System or other property when such damage results from the exercise by the Village of its police powers in order to protect the public in case of fire, disaster or other emergency. When practicable, as determined by the Village, the Village agrees to consult with the Grantee prior to the exercise by the Village of such police power, where said exercise may affect the Grantee's Cable System and to permit the Grantee to take necessary actions to protect the public and the Grantee's Cable System or other property.
(Ord. 01-2301, passed 12-11-01)