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Exhibit G—Indemnity Agreement <br /> INDEMNITY AGREEMENT made this day of ( b to , 2017,by and <br /> between Comcast of Minnesota, Inc.,party of the first part,hereinafter called"Comcast," and the <br /> City of Roseville 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 Cityand the counsel selected by <br /> 1 <br />