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<br />SECTION VI:
<br />GENERAL INDEMNIFICATION AND LIABILITY INSURANCE
<br />A. The GRANTEE agrees by the acceptance of this Franchise to indemnify,
<br />keep and save the City, its employees and representatives free and harmless from
<br />liability on account of injuries or damages to Persons or property arising out of the
<br />GRANTEE's construction, installation, operation, maintenance, repair or use of the
<br />Cable System, except for this injuries or damages which result from the sole or
<br />contributing negligence of the Cify, its employees, agents or representatives. In the
<br />event that suit shall be brought against #he City, its employees or representatives,
<br />either independently or jointly with the GRANTEE on account thereof, the GRANTEE
<br />upon notice by the City, its employees or representatives, shall defend the City, its
<br />employees or representatives in any such suit at the full and total cost of the
<br />GRANTEE, and, in the event of final judgement being obtained against the City, its
<br />employees or representative, either independently or jointly with the GRANTEE, the
<br />GRANTEE shall indemnify the City, its employees or representatives and pay such
<br />judgement, with all costs including pre judgment and/or post judgement interest and
<br />hold the City, its employees or representatives harmless therefrom.
<br />The GRANTEE further agrees to pay all costs including but not limited to legal
<br />fees, court costs and related fees and expenses associated with GRANTEE's defense
<br />of the City with respect to claims made pursuant to Subsection A, above.
<br />B. If GRANTEE shall fail to provide the defense required by Subsection A,
<br />above, the GRANTEE shall pay, and by its acceptance of the Franchise, specifically
<br />agrees that it will pay, all reasonable expenses incurred by the City, its employees or
<br />representatives in defending itself with regard to all damages and penalties
<br />mentioned in Subsection A above.
<br />- C. The Ciiy shall give GRANTEE prompt written notice of any claim,
<br />demand, action or proceeding for which indemnification will be sought under
<br />Subsection A, above and, if such claim, demand, action or proceeding is a third-party
<br />claim, demand, action or proceeding, GRANTEE or its insurer will have the right at its
<br />expense to assume the defense of such claim, demand, action or proceeding, using
<br />counsel reasonably acceptable to the City. The City shall have the right to participate,
<br />at its own expense, with respect to any such third-party claim, demand, action or
<br />proceeding that GRANTEE so defends. In connection with any such third-party claim,
<br />demand, action or proceeding, GRANTEE and the City shall cooperate with each other
<br />and provide each other with access to relevant books and records in their
<br />possession. No such third-party claim, demand, action or proceeding shall be settled
<br />v.rithout the prior written consent of the City, which consent the City shall not
<br />unreasonably withhold or delay.
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