Laserfiche WebLink
Exhibit G — Indemnity Agreement <br />INDEMNITY AGREEMENT made this day of , 2017, by and <br />between Comcast of Minnesota, Inc., party of the first part, hereinafter called "Comcast," and the <br />City of Arden Hills and the North Suburban Communications Commission, a municipal Joint <br />Powers Commission, parties of the second part, hereinafter called "City" or "Commission". <br />WITNESSETH: <br />WHEREAS, the City has awarded to Comcast a franchise for the operation of a cable <br />communications system in the City; <br />WHEREAS, the City has required, as a condition of its award of a cable communications <br />franchise, that the City and the Commission be indemnified with respect to all claims and actions <br />arising from the award of said franchise; and <br />WHEREAS, the term of the Indemnity Agreement shall not exceed 180 days' from the Effective <br />Date of the cable communications franchise, unless the City or the Commission has received <br />statutory notice of a claim based upon the renewal of the franchise. <br />NOW THEREFORE, in consideration of the foregoing promises and the mutual promises <br />contained in this agreement and in consideration of entering into a cable television franchise <br />agreement and other good and valuable consideration, receipt of which is hereby acknowledged, <br />Comcast hereby agrees, at its sole cost and expense, to fully indemnify, defend and hold <br />harmless the Commission and City, its officers, boards, commissions, employees and agents <br />against any and all claims, suits, actions, liabilities and judgments for damages, cost or expense <br />(including, but not limited to, court and appeal costs and reasonable attorneys' fees and <br />disbursements assumed or incurred by the Commission and the City in connection therewith) <br />arising out of the actions of the City in granting a franchise to Comcast. This includes any claims <br />by another franchised cable operator against the City or the Commission that the terms and <br />conditions of the Comcast franchise are less burdensome than another franchise granted by the <br />City that the Comcast Franchise does not satisfy the requirements of applicable federal, state, or <br />local law(s). The indemnification provided for herein shall not extend or apply to any acts of the <br />Commission or the City constituting a violation or breach by the Commission or the City of the <br />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 />Comcast. <br />The Commission or the City shall give Comcast reasonable notice of the making of any claim or <br />the commencement of any action, suit or other proceeding covered by this agreement. The <br />Commission and the City shall cooperate with Comcast in the defense of any such action, suit or <br />other proceeding at the request of Comcast. The Commission and the City may participate in the <br />defense of a claim, but if Comcast provides a defense at Comcast's expense then Comcast shall <br />not be liable for any attorneys' fees, expenses or other costs that the Commission and/or the City <br />may incur if it chooses to participate in the defense of a claim, unless and until separate <br />representation is required. If separate representation to fully protect the interests of both parties is <br />or becomes necessary, such as a conflict of interest, in accordance with the Minnesota Rules of <br />Professional Conduct, between the Commission and/or the City and the counsel selected by <br />