A. Disclaimer Of Liability: The Village shall not at any time be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of the actions of the grantee in the construction, maintenance, repair, use, operation, condition or dismantling of the grantee's cable television system or due to the act or omission of any person or entity.
B. Indemnification: The grantee shall, at its sole cost and expense, indemnify and hold harmless the Village, all associated, affiliated, allied and subsidiary entities of the Village now existing or hereinafter created, and their respective officers, boards, commissions, employees, agents, attorneys and contractors (hereinafter referred to as "indemnitees") from and against:
1. Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be imposed upon, incurred by or asserted against the indemnitees by reason of any act or omission of the grantee, its personnel, employees, agents, contractors or subcontractors, resulting in personal injury, bodily injury, sickness, disease or death to any person or damage to, loss of or destruction of tangible or intangible property, libel, slander, invasion of privacy and unauthorized use of any trademark, trade name, copyright, patent, service mark or any other right of any person which may arise out of or be in any way connected with the construction, installation, operation, maintenance, use or condition of the cable television system caused by grantee, its subcontractors or agents or the grantee's failure to comply with any Federal, State or local statute, ordinance or regulation.
2. Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which are imposed upon, incurred by or asserted against the indemnitees by reason of any claim or lien arising out of work, labor, materials or supplies provided or supplied to the grantee, its contractors or subcontractors, for the installation, construction, operation or maintenance of the cable television system. Upon the written request of the Village such claim or lien shall be discharged or bonded within fifteen (15) days following such request.
3. Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be imposed upon, incurred by or asserted against the indemnitees by reason of any financing or securities offering by grantee or its affiliates for violations of the common law or any laws, statutes or regulations of the State or of the United States, including those of the Federal Securities and Exchange Commission, whether by the grantee or otherwise; excluding therefrom, however, claims which are solely based upon and arise solely out of information supplied by the Village to the grantee in writing and included in the offering materials with the express written approval of the Village prior to the offering.
C. Assumption Of Risk: The grantee undertakes and assumes for its officers, agents, contractors and subcontractors and employees all risk of dangerous conditions, if any, on or about any Village-owned or controlled property, including public rights of way and easements, and the grantee hereby agrees to indemnify and hold harmless the indemnitees against and from any claim asserted or liability imposed upon the indemnitees for personal injury or property damage to any person arising out of the installation, operation, maintenance or condition of the cable television system or the grantee's failure to comply with any Federal, State or local statute, ordinance or regulation.
D. Defense Of Indemnitees: In the event any action or proceeding shall be brought against the indemnitees by reason of any matter for which the indemnities are indemnified hereunder, the grantee shall, upon notice from any of the indemnitees, at the grantee's sole cost and expense, resist and defend the same, provided further, however, that the grantee shall not admit liability in any such matter on behalf of the indemnitees without the written consent of the Village Attorney or the Village Attorney's designee. Such decision shall be made by the Village Attorney.
E. Notice: The Village shall give the grantee prompt notice of the making of any written claim or the commencement of any action, suit or other proceeding covered by the provisions of this Section.
F. Nonwaiver Of Statutory Limits: Nothing in this agreement is intended to express or imply a waiver by the Village of statutory provisions, privileges or immunities of any kind or nature as set forth in Illinois Compiled Statutes, including the limits of liability of the Village as exists presently or as may be increased from time to time by the legislature.
G. Right To Defend: The Village reserves the right to hire counsel and participate in the defense of the indemnities with grantee. (Ord. 98-2054, 9-28-1998)