Grantee shall indemnify, defend and save whole and harmless the metropolitan government
and all of its officers, agencies, and employees against and from any and all claims,
suits, judgments, actions, losses, costs and expenses, including attorney's fees and
costs or expenses incidental to the investigation and defense of claims and lawsuits
brought for, on behalf of, or on account of any injuries or damages received or sustained
by any person, firm or corporation or to any property, which may be occasioned by,
or arising out of or from, the conduct of grantee in connection with the franchise
ordinance codified in this chapter, the construction, reconstruction, expansion, removal,
maintenance, operation, or repair of grantee's system, the conduct of grantee's business
in Metropolitan Nashville and Davidson County pursuant to the franchise ordinance
codified in this chapter, any occurrence in connection with the franchise ordinance
codified in this chapter, any and all claims and lawsuits arising from any breach
or default on the part of grantee in the performance of any term, condition, provision,
covenant or agreement to be performed by grantee pursuant to the franchise ordinance
codified in this chapter, any act or omission of grantee, or any of its agents, contractors,
subcontractors, servants, employees or licensees, or any relationship between grantee
and its end use customers and retailers whether caused by or attributable solely to
grantee and others, or the metropolitan government, and grantee shall pay all judgments,
with costs, counsel fees and expenses, which may be obtained against the metropolitan
government related to any such claim. The metropolitan government agrees to give grantee
prompt and reasonable notice of any claims or lawsuits; and grantee shall have the
right to investigate, compromise and defend same to the extent of its own interest.
The above indemnification shall not apply to any judgment of liability resulting from
the gross negligence or wilful misconduct of the metropolitan government. The terms
and provisions contained in this section are intended to be for the benefit of the
metropolitan government and grantee, and are not intended to be for the benefit of
any third party. The metropolitan government shall have the right to participate or
conduct the defense of its interests in any proceeding, and thereby assume risks and
liabilities for its own acts or omissions.
