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failure to act,by the City pursuant to the Letter of Credit, be deemed a waiver of any
<br /> right of the City pursuant to this Franchise or otherwise.
<br /> 9.3 Indemnification of City.
<br /> 9.3.1 The City and its officers, boards, committees, commissions, elected and appointed
<br /> officials, employees, volunteers and agents shall not be liable for any loss or
<br /> damage to any real or personal property of any Person, or for any injury to or death
<br /> of any Person, arising out of or in connection with Grantee's construction, operation,
<br /> maintenance, repair or removal of the System or as to any other action of Grantee
<br /> with respect to this Franchise.
<br /> 9.3.2 Grantee shall indemnify, defend, and hold harmless the City and its officers,
<br /> boards, committees, commissions, elected and appointed officials, employees,
<br /> volunteers and agents, from and against all liability, damages, and penalties which
<br /> they may legally be required to pay as a result of the City's exercise,
<br /> administration,or enforcement of the Franchise.
<br /> 9.3.3 In addition, Grantee shall contemporaneously with this Franchise execute an
<br /> Indemnity Agreement in the form of Exhibit B, which shall indemnify, defend
<br /> and hold the City harmless for any claim for injury, damage, loss, liability, cost or
<br /> expense, including court and appeal costs and reasonable attorneys' fees or
<br /> reasonable expenses arising out of the actions of the City in granting this
<br /> Franchise. This obligation includes any claims by another franchised cable
<br /> operator against the City that the terms and conditions of this Franchise are less
<br /> burdensome than another franchise granted by the city or that this Franchise does
<br /> not satisfy the requirements of applicable state law(s). Grantee shall additionally
<br /> indemnify, defend, and hold harmless City, its officers, boards, committees,
<br /> commissions, elected officials, employees and agents, from and against all
<br /> liability, damages, and penalties which they may legally be required to pay as a
<br /> result of the City's exercise, administration, or enforcement of the Franchise. On
<br /> or before the Effective Date, Grantee shall execute a separate indemnity
<br /> agreement in a form acceptable to the City, which shall indemnify, defend and
<br /> hold the City harmless for any claim for injury, damage, loss, liability, cost or
<br /> expense, including court and appeal costs and reasonable attorneys' fees or
<br /> reasonable expenses arising out of the actions of the City in granting this
<br /> Franchise. This obligation includes any claims by the incumbent cable operator
<br /> against the City that the terms and conditions of this Franchise are less
<br /> burdensome than the incumbent's franchise, or that this Franchise does not satisfy
<br /> the requirements of applicable state law(s).
<br /> 9.3.4. Nothing in this Franchise relieves a Person from liability arising out of the failure
<br /> to exercise reasonable care to avoid injuring the Grantee's facilities while
<br /> performing work connected with grading, regrading, or changing the line of a
<br /> Right-of-Way or public place or with the construction or reconstruction of a
<br /> sewer or water system.
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