Ordinance - #16-14 - 12/13/2016 - Laserfiche WebLink

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EXHIBIT B INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made this day of , 2016, by and between Qwest Broadband Services, Inc., a Delaware Corporation, party of the first part, hereinafter called "CenturyLink," and the Quad Cities Cable Communications Commission, a Minnesota Municipal Joint Powers Commission, party of the second part, hereinafter called"Commission." WITNESSETH: WHEREAS,the Commission has awarded to Qwest Broadband Services, Inc. a franchise for the operation of a cable communications system in the Commission's Member Cities; and WHEREAS, the Commission has required, as a condition of its award of a cable communications franchise,that it and its Member Cities be indemnified with respect to all claims and actions arising from the award of said franchise. NOW THEREFORE, in consideration of the foregoing promises and the mutual promises contained in this agreement and in consideration of entering into a cable television franchise agreement and other good and valuable consideration, receipt of which is hereby acknowledged, CenturyLink hereby agrees, at its sole cost and expense, to fully indemnify, defend and hold harmless the Commission and its Member Cities, its officers, boards, commissions, employees and agents against any and all claims, suits, actions, liabilities and judgments for damages, cost or expense (including, but not limited to, court and appeal costs and reasonable attorneys' fees and disbursements assumed or incurred by the Commission and its Member Cities in connection therewith) arising out of the actions of the Commission and its Member Cities in granting a franchise to CenturyLink. This includes any claims by another franchised cable operator against the City that the terms and conditions of the CenturyLink franchise are less burdensome than another franchise granted by the Commission or that the CenturyLink Franchise does not satisfy the requirements of applicable federal, state, or local law(s). The indemnification provided for herein shall not extend or apply to any acts of the Commission constituting a violation or breach by the Commission of the contractual provisions of the franchise ordinance, unless such acts are the result of a change in Applicable Law, the order of a court or administrative agency, or are caused by the acts of CenturyLink. The Commission shall give CenturyLink reasonable notice of the making of any claim or the commencement of any action, suit or other proceeding covered by this agreement. The Commission shall cooperate with CenturyLink in the defense of any such action, suit or other proceeding at the request of CenturyLink. The Commission and its Member Cities may participate in the defense of a claim, but if CenturyLink provides a defense at CenturyLink's expense then CenturyLink shall not be liable for any attorneys' fees, expenses or other costs that the Commission and its Member Cities may incur if it chooses to participate in the defense of a claim, unless and until separate representation is required. If separate representation to fully B-1 489232v1 RJV QU210-6