By occupying or constructing facilities in the right-of-way, a utility shall be deemed
to agree to defend, indemnify and hold the village and its elected and appointed officials
and officers, employees, agents and representatives harmless from and against any
and all injuries, claims, demands, judgments, damages, losses and expenses, including
reasonable attorney's fees and costs of suit or defense, arising out of, resulting
from or alleged to arise out of or result from the negligent, careless or wrongful
acts, omissions, failures to act or misconduct of the utility or its affiliates, officers,
employees, agents, contractors or subcontractors in the construction of facilities
or occupancy of the rights-of-way, and in providing or offering service over the facilities,
whether such acts or omissions are authorized, allowed or prohibited by this article
or by a franchise, license, or similar agreement; provided, however, that the utility's
indemnity obligations hereunder shall not apply to any injuries, claims, demands,
judgments, damages, losses or expenses arising out of or resulting from the negligence,
misconduct or breach of this article by the village, its officials, officers, employees,
agents or representatives.
