(a) 
General Indemnification.
Grantee shall indemnify, defend and hold the City, its officers, officials, boards, commissions, and employees, harmless from any action or claim for injury, damage, loss, liability, cost or expense, including court and appeal costs and attorneys’ fees or expenses, arising from any casualty or accident to person or property, including, without limitation, copyright infringement, defamation, and all other damages in any way arising out of, or by reason of, any construction, excavation, operation, maintenance, reconstruction, or any other act done under this franchise, by or for grantee, or by its agents, or its employees, or by reason of any neglect or omission of grantee. Grantee shall reasonably consult and cooperate with the City while conducting its defense of the City. Grantee shall not be required to provide indemnification for programming cable cast over the PEG access channel.
(b) 
Indemnification for Relocation.
Grantee shall indemnify the City for any damages, claims, additional costs or expenses assessed against, or payable by, the City arising out of or resulting from grantee’s failure to remove, adjust or relocate any of its facilities in the rights-of-way in a timely manner in accordance with any relocation required by the City.
(c) 
Additional Circumstances.
Grantee shall also indemnify, defend and hold the City harmless for any claim for injury, damage, loss, liability, cost or expense, including court and appeal costs and attorneys’ fees or expenses in any way arising out of:
(1) 
The lawful actions of the City in granting this franchise to the extent such actions are consistent with this franchise and applicable law;
(2) 
Damages arising out of any failure by grantee to secure consents from the owners, authorized distributors, or licensees/licensors of programs to be delivered by the cable system, whether or not any act or omission complained of is authorized, allowed or prohibited by this franchise.
(d) 
Procedures and Defense.
If a claim or action arises, the City or any other indemnified party shall promptly tender the defense of the claim to grantee, which defense shall be at grantee’s expense. The City may participate in the defense of a claim in which it is named, at its own cost. Grantee may not agree to any settlement of claims affecting the City without the City’s approval.
(e) 
Nonwaiver.
The fact that Grantee carries out any activities under this franchise through independent contractors shall not constitute an avoidance of or defense to grantee’s duty of defense and indemnification under this subsection.
(f) 
Expenses.
If separate representation to fully protect the interests of both parties is necessary, such as arising from a conflict of interest between the City and the counsel selected by grantee to represent the City, after all reasonable measures have been taken to prevent the necessity of hiring separate counsel for the City, then the grantee shall pay all reasonable expenses incurred by the City in defending itself with regard to any action, suit or proceeding indemnified by grantee. The City’s expenses shall include all reasonable out-of-pocket expenses, such as consultants’ fees, and shall also include the reasonable value of any services rendered by the City Attorney or his/her assistants or any employees of the City but shall not include outside attorneys’ fees for services that are unnecessarily duplicative of services provided the City by grantee.
(a) 
Grantee shall maintain in full force and effect at its own cost and expense each of the following policies of insurance coverage:
(1) 
Commercial general liability insurance with limits of no less than $1,000,000 per occurrence and $1,000,000 general aggregate. Coverage shall be at least as broad as that provided by ISO CG 00 01 1/96 or its equivalent and include severability of interests. Such insurance shall name the City, its officers, officials and employees as additional insureds per ISO CG 2026 or its equivalent. There shall be a waiver of subrogation and rights of recovery against the City, its officers, officials and employees. Coverage shall apply as to claims between insureds on the policy, if applicable.
(2) 
Commercial automobile liability insurance with minimum combined single limits of $1,000,000 each occurrence and $1,000,000 aggregate with respect to each of grantee’s owned, hired and nonowned vehicles assigned to or used in the operation of the cable system in the City. The policy shall contain a severability of interests provision.
(b) 
A certificate of insurance shall be provided to the City stating that the policy or policies shall not be canceled or materially changed so as to be out of compliance with these requirements without 30 days’ written notice first provided to the City, via certified mail, and 10 days’ notice for nonpayment of premium. If the insurance is canceled or materially altered so as to be out of compliance with the requirements of this subsection within the term of this franchise, grantee shall provide replacement coverage. Grantee agrees to maintain continuous, uninterrupted insurance coverage, in at least the amounts required, for the duration of this franchise.
Any deductible of the policies shall not in any way limit grantee’s liability to the City.
(a) 
Deductibles.
(1) 
The City, its officers, officials, boards, commissions, and employees shall be covered as, and have the rights of, additional insureds with respect to liability arising out of activities performed by or for which grantee has assumed responsibility herein;
(2) 
Grantee’s insurance coverage shall be primary insurance with respect to the City, its officers, officials, boards, commissions, and employees. Any insurance or self-insurance maintained by the City, its officers, officials, boards, commissions, and employees shall be in excess of the grantee’s insurance and shall not contribute to it; and
(3) 
Grantee’s insurance shall apply separately to each insured against whom a claim is made or lawsuit is brought, except with respect to the limits of the insurer’s liability.
(b) 
Acceptability of Insurers.
The insurance obtained by grantee shall be placed with insurers with a Best’s rating of no less than “A-.”
(c) 
Verification of Coverage.
The grantee shall furnish the City with certificate of insurance reflecting blanket additional insured status. The certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate is to be on standard forms or such forms as are consistent with standard industry practices.
(d) 
Self-Insurance.
In the alternative to providing a certificate of insurance to the City certifying insurance coverage as required above, grantee may provide self-insurance in the same amount and level of protection for grantee and City, its officers, and employees as otherwise required under this section. The adequacy of self-insurance shall be subject to the periodic review and approval of the City.
(a) 
Within 30 days of commencement of an upgrade of the cable system or other work in the right-of-way, grantee shall provide and maintain in effect a construction bond in an amount no less than $25,000 to secure completion of any and all work. Upon the successful completion of the upgrade, the City shall release or return the bond within 10 business days of receipt of written request, either by signing a release form or returning the bond itself.
(b) 
The construction bond may be drawn on by City for damages relating to the system upgrade construction. Any such draw shall be conducted according to the procedures of Article 14, including that grantee has received written notice and 30 days after receipt of notice to cure any material violations before any payment.
(c) 
Within 30 days after notice to grantee that any amount has been withdrawn by the grantee from the bond pursuant to Article 14, grantee shall restore the bond to its original amount.
(d) 
Grantee shall have the right to appeal to the City Council for reimbursement in the event grantee believes that the bond was drawn upon improperly. Grantee shall also have the right of judicial appeal if grantee believes the bond has not been properly drawn upon in accordance with this franchise. Any amounts the City erroneously or wrongfully withdraws from the bond shall be returned to grantee with interest, from the date of withdrawal at a rate equal to the prime rate of interest as quoted in the Wall Street Journal on the date the funds were withdrawn.
(e) 
Maintenance of the requisite construction bond shall not in any way limit the liability of the grantee for any failure to fully perform its obligations under this franchise agreement.