§ 38-28. Indemnification and insurance.

(a)

Century shall indemnify and save the town, its agents and employees harmless from and against all loss, liability, damage and expenses, including attorneys' fees, sustained by the town, its agents and employees, on account of any suit, judgment, execution, claim or demand arising out of the installation, operation or maintenance of the cable communication system authorized herein, whether or not any act or omission complained of is authorized, allowed or prohibited by this section and any franchise granted hereunder; including, but not limiting said indemnity to, claims for personal injuries, libel, slander, death or property damages, expenses of investigation and litigation of claims and suits arising hereunder, and claims based on copyright violation or infringements or violation of proprietary rights.

(b)

Century, upon receipt of due notice in writing from the town, shall defend at its own expense any action or proceeding against the town in which it is claimed that injury or damages arose from Century's activities or failure to act in the installation, maintenance or operation of its cable communication system.

(c)

Century shall not be required to indemnify the town for active negligence or willful misconduct on the part of the town or its officials, boards, commission, agents, or employees (hereinafter "such acts"). The town shall hold Century harmless for any damage resulting from any such acts of the town or its officials, boards, commissions, agents, or employees, including, but not limited to, such acts in connection with the use of the emergency alert system described in this agreement, and for any such acts committed by the town in connection with work performed by the town on or adjacent to the cable system.

(d)

Century shall carry and at all times keep in force a public liability policy of insurance, insuring Century and the town against any and all liability of not less than $500,000.00 for property damage and $1,000,000.00 for any one person for personal injury, death, or other damages attributable to the installation and/or operation of the cable communication system. Such policies of insurance or certificate thereof by a company licensed to do business in the state, shall be filed with the town clerk-treasurer prior to the commencement of installation. Such policy or certificates shall provide that the town shall be notified 30 days in advance of the cancellation or termination of the policy.

(Prior Code, § 9-1-10)