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selected by CenturyLink to represent the City and/or the Commission,Century Link shall pay, <br /> from the date such separate representation is required forward, all reasonable expenses incurred <br /> by the City or the Commission in defending itself with regard to any action, suit or proceeding <br /> indemnified by CenturyLink. Provided,however, that in the event that such separate <br /> representation is or becomes necessary, and City or the Commission desires to hire a counselor <br /> any other outside experts or consultants and desires CenturyLink to pay those expenses,then <br /> City and/or the Commission shall be required to obtain CenturyLink's consent to the engagement <br /> of such counsel, experts or consultants, such consent not to be unreasonably withheld. <br /> Notwithstanding the foregoing, the parties agree that the City or Commission may utilize at any <br /> time, at its own cost and expense, its own attorney or outside counsel with respect to any claim <br /> brought by another franchised cable operator as described in this agreement. <br /> The provisions of this agreement shall not be construed to constitute an amendment of the <br /> cable communications franchise ordinance or any portion thereof but shall be in addition to and <br /> independent of any other similar provisions contained in the cable communications franchise <br /> ordinance or any other agreement of the parties hereto. The provisions of this agreement shall not <br /> be dependent or conditioned upon the validity of the cable communications franchise ordinance <br /> or the validity of any of the procedures or agreements involved in the award or acceptance of the <br /> franchise,but shall be and remain a binding obligation of the parties hereto even if the cable <br /> communications franchise ordinance or the grant of the franchise is declared null and void in a <br /> legal or administrative proceeding. <br /> It is the purpose of this agreement to provide maximum indemnification to the City and <br /> the Commission under the terms set out herein and, in the event of a dispute as to the meaning of <br /> this Indemnity Agreement, it shall be construed, to the greatest extent permitted by law, to <br /> provide for the indemnification of the City and the Commission by CenturyLink. This agreement <br /> shall be a binding obligation of and shall inure to the benefit of,the parties hereto and their <br /> successor's and assigns, if any. <br /> QWEST BROADBAND SERVICES, <br /> INC. <br /> Dated: 12015 By: <br /> Its: <br /> 2 <br />