(A) Grantee shall indemnify, defend and hold the city, its officers, boards, commissions, agents and employees (collectively the "indemnified parties") harmless from and against any and all lawsuits, claims, causes of action, actions, liability, demands, damages, judgments, settlements, losses, expenses (including reasonable attorneys' fees) and costs of any nature that any of the indemnified parties may at any time, directly or indirectly, suffer, sustain or incur arising out of, based upon or in any way connected with the grant of a franchise to grantee, the operation of grantee's system and/or the acts and/or omissions of grantee or its agents or employees, whether or not pursuant to 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 names, service mark, 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 exclude any claim or action arising out of the acts or omissions of the indemnified parties or related to any city programming or other access programming for which the grantee is not legally responsible or any assertion of a franchise violation by city.
(B) City shall promptly notify grantee in writing of any claim or legal proceeding which gives rise to grantee's indemnification obligations. Grantee shall be afforded the right to participate in and control any compromise, settlement or other resolution or disposition of any claim or proceeding. City and grantee shall fully cooperate with one another regarding such matters. Grantee shall promptly notify the city of any pending or threatened litigation that would be likely to adversely affect city.
(Ord. 836, passed 6-23-97) Penalty, see § 10.99