(a) The Grantee shall, at its sole cost and expense, indemnify, defend and hold harmless the Village, its officers, boards, commissions, agents and employees, 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 damages 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. However, Grantee shall not be required to hold harmless and indemnify the Village for any claims arising out of the negligence of the Village, its officers, boards, commissions, councils, elected officials, agents or employees. The Village shall indemnify and hold harmless Grantee from any damage or claims resulting from any acts of the Village, its officers, boards, commissions, councils, elected officials, agents or employees, including but not limited to any acts committed by the Village in connection with its use of the System and work performed by the Village on or adjacent to, the Cable System.
(b) The Grantee shall, at the sole risk and expense of the Grantee, upon demand of the Village made by and through the Village Solicitor, appear in and defend any and all suits, actions, or other legal proceedings, whether judicial, quasijudicial, administrative, or otherwise brought or instituted or had by third persons or duly constituted authorities, against or affecting the Village, its officers, boards, commission, agents, 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, agents 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 Grantee of any claim or legal proceeding which gives rise to such right;
(2) Afford Grantee the opportunity to participate in and fully control any compromise, settlement, resolution or disposition of such claim or proceeding; and
(3) Fully cooperate in the defense of such claim and make available to Grantee all such information under its control relating thereto.
(Ord. 02-016. Passed 1-13-03.)