A grantee shall, at its sole cost and expense, indemnify, defend and hold harmless the city, its officials, boards, commissions, agents and employees against any and all damages, costs, expenses, losses, taxes, claims, suits, causes of action, proceedings, liabilities and judgments (collectively the “indemnified liabilities”) arising out of the operation and construction of the cable communications system under a franchise, including the use, generation, transportation, storage, treatment or disposal of any hazardous or dangerous substances, wastes, or materials, except that no such requirement shall apply where such indemnified liabilities are occasioned solely by the negligence or intentional misconduct of the city or its officials, boards, commissions, agents and employees while acting on behalf of the city. These indemnified liabilities shall include, but not be limited to, the cost of any required or necessary repair, cleanup, or detoxification, natural resource damage claims, and any penalties arising out of copyright infringements and damages arising out of any failure by a grantee to secure consents from the owners, authorized distributors or licensees of programs to be delivered by the grantee’s cable communications system whether or not any act or omission complained of is authorized, allowed, or prohibited by the franchise. Indemnified expenses shall include, but not be limited to, all out-of-pocket expenses, such as costs, attorneys’ and accountants’ fees, and shall also include the reasonable value of any services rendered and separately billed by the office of the city attorney or any outside consultants employed by the city. (Ord. 5531 § 2, 2004.)