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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 Centerville, a Minnesota Municipal <br /> Corporation,party of the second part, hereinafter called "City" and the North Metro <br /> Telecommunications Commission, a Minnesota Municipal Joint Powers entity, hereinafter called <br /> "Commission." <br /> WITNESSETH: <br /> WHEREAS, the City of Centerville 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 <br /> arising 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 <br /> federal, state, or local law(s). The indemnification provided for herein shall not extend or apply <br /> to any acts of the City or Commission constituting a violation or breach by the City or <br /> Commission of the contractual provisions of the franchise ordinance, unless such acts are the <br /> result of a change in applicable law, the order of a court or administrative agency, or are caused <br /> by the acts of 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 <br /> participate in the defense of a claim, but if CenturyLink provides a defense at CenturyLink's <br /> expense then CenturyLink shall not be liable for any attorneys'fees, expenses or other costs that <br /> City or Commission may incur if it chooses to participate in the defense of a claim,unless and <br /> until separate representation is required. If separate representation to fully protect the interests of <br /> both parties is or becomes necessary, such as a conflict of interest, in accordance with the <br /> Minnesota Rules of Professional Conduct,between the City or the Commission and the counsel <br />