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B. The franchisee shall provide proof to the City Manager of compliance with this
<br />section no later than 60 days from the date of the Commission resolution approving the grant of
<br />the franchise. Failure to provide the City Manager with proof of insurance within the prescribed
<br />time period will render this franchise agreement and grant of the franchise null and void with
<br />further action by the City. out
<br />Section 9. Indemnification of the City.
<br />Pursuant to Section 9 of Ordinance No. 99 -�, franchisee shall, at its sole cost and
<br />expense, indemnify, hold harmless, and defend the City, its officials, boards, commission,
<br />commissioners, agents, and employees, against any and all claims, suits, causes of action,
<br />proceeding, judgements for damages or equitable relief, and costs and expenses arising out of the
<br />construction, maintenance or operation of its cable system, the conduct of franchisee's business
<br />in the City, or in any way arising out of the franchisee's enjoyment or exercise of a franchise
<br />granted hereunder, regardless of whether the act or omission complained of is authorized, allowed
<br />or prohibited by this ordinance or a franchise agreement, provided however, that franchisee's
<br />obligation hereunder shall not extend to any claims caused by the misconduct or sole gross
<br />negligence of the City, its official, boards, commissioners, agent or employees.. This provision
<br />includes, but is not limited to, the City's reasonable attorney's fees incurred in defending against
<br />any such claim, suit or proceeding through and including the appellate levels; and claims arising
<br />out of copyright infringements or a failure by the franchisee to secure consents from the owners,
<br />authorized distributors, or providers of programs to be delivered by the cable system, claims
<br />arising out of section 638 of the Communications Act, 47 U.S.C. 558, and claims against the
<br />franchisee for invasion of the right of privacy, defamation of any person, firm or corporation, or
<br />the violation or infringement of any copyright, trade mark, trade name, service mark or patent,
<br />or of any other right of any person, firm or corporation. In addition, this provision is applicable
<br />to any and all claims filed by third parties in any manner related to or arising under Section 9 of
<br />Ordinance No. 99- (, � and any amendments thereto of the City. Notwithstanding the foregoing,
<br />franchisee may select counsel to represent the City. City agrees to notify franchisee, in writing,
<br />within ten days of City receiving notice, of any issue it determines may require indemnification.
<br />Nothing in this section shall prohibit the City from participating in the defense of any litigation
<br />by its own counsel and at its own cost if in the City's reasonable belief there exists or may exist
<br />a conflict, potential conflict or appearance of conflict.
<br />Nothing in the provision shall be construed to affect in any way the City's rights,
<br />privileges, and immunities as set forth in F.S. § 768.28.
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<br />Cable Franchise Agreement
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