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EXHIBIT A - INDEMNITY AGREEMENT
<br /> INDEMNITY AGREEMENT made this day of , 2015,by
<br /> and between Qwest Broadband Services, Inc., a Delaware Corporation, party of the first part,
<br /> hereinafter called "CenturyLink," and the City of Arden Hills, a Minnesota Municipal
<br /> Corporation, party of the second part, hereinafter called "City" and the North Suburban
<br /> Communications Commission, a Minnesota Municipal Joint Powers entity, hereinafter called
<br /> "Commission."
<br /> WITNESSETH:
<br /> WHEREAS, the City of Arden Hills has awarded to Qwest Broadband Services, Inc. a
<br /> franchise for the operation of a cable communications system in the City; and
<br /> WHEREAS, the City has required, as a condition of its award of a cable communications
<br /> franchise, that it and the Commission be indemnified with respect to all claims and actions arising
<br /> from the award of said franchise.
<br /> NOW THEREFORE, in consideration of the foregoing promises and the mutual
<br /> promises contained in this agreement and in consideration of entering into a cable television
<br /> franchise agreement and other good and valuable consideration, receipt of which is hereby
<br /> acknowledged, CenturyLink hereby agrees, at its sole cost and expense, to fully indemnify,
<br /> defend and hold harmless the City and the Commission, its officers,boards, commissions,
<br /> employees and agents against any and all claims, suits, actions, liabilities and judgments for
<br /> damages, cost or expense (including, but not limited to, court and appeal costs and reasonable
<br /> attorneys' fees and disbursements assumed or incurred by the City in connection therewith)
<br /> arising out of the actions of the City and Commission in granting a franchise to CenturyLink.
<br /> This includes any claims by another franchised cable operator against the City that the terms and
<br /> conditions of the CenturyLink franchise are less burdensome than another franchise granted by
<br /> the City or that the CenturyLink Franchise does not satisfy the requirements of applicable federal,
<br /> state, or local law(s). The indemnification provided for herein shall not extend or apply to any
<br /> acts of the City or Commission constituting a violation or breach by the City or Commission of
<br /> the contractual provisions of the franchise ordinance, unless such acts are the result of a change in
<br /> applicable law, the order of a court or administrative agency, or are caused by the acts of
<br /> CenturyLink.
<br /> The City or Commission shall give CenturyLink reasonable notice of the making of any
<br /> claim or the commencement of any action, suit or other proceeding covered by this agreement.
<br /> The City and Commission shall cooperate with CenturyLink in the defense of any such action,
<br /> suit or other proceeding at the request of CenturyLink. The City and Commission may participate
<br /> in the defense of a claim,but if CenturyLink provides a defense at CenturyLink's expense then
<br /> CenturyLink shall not be liable for any attorneys' fees, expenses or other costs that City or
<br /> Commission may incur if it chooses to participate in the defense of a claim, unless and until
<br /> separate representation is required. If separate representation to fully protect the interests of both
<br /> parties is or becomes necessary, such as a conflict of interest, in accordance with the Minnesota
<br /> Rules of Professional Conduct, between the City or the Commission and the counsel selected by
<br /> CenturyLink to represent the City and/or the Commission, Century Link shall pay, from the date
<br /> Ex. A 1
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