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<br />of franchisee's business in the City, regardless of whether the act or omission complained of is
<br />authorized, allowed or prohibited by this article or a franchise agreement, provided, however, that
<br />franchisee's obligation hereunder shall not extend to any claims caused by the misconduct or sole
<br />gross negligence of the City, its officials, boards, commissions, commissioners, agents, or
<br />employees. This provision includes, but is not limited to, the City's reasonable attorney's fees
<br />incurred in defending against any such claim, suit or proceeding; and claims arising out of copyright
<br />infringements or a failure by the franchisee to secure consents from the owners, authorized
<br />distributors, or providers of programs to be delivered by the cable system, claims arising out of
<br />Section 638 of the Communications Act, 47 U.S.C. ~558, and claims against the franchisee for
<br />invasion of the right of privacy, defamation of any person, firm or corporation, or the violation or
<br />infringement of any copyright, trademark, trade name, service mark or patent, or of any right of any
<br />person, firm or corporation. Notwithstanding the foregoing, franchisee may select counsel to
<br />represent the City. The City agrees to notify franchisee, in writing, within ten (10) days of City
<br />receiving notice, of any issue it determines may require indemnification. Nothing in this section
<br />shall prohibit the City from participating in the defense of any litigation by its own counsel if in the
<br />City's reasonable belief there exists or may exist a conflict, potential conflict or appearance of a
<br />conflict.
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<br />Sec. 10.
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<br />Security fund/corporate1:uarantee.
<br />
<br />(a) A franchise agreement may provide that, prior to the franchise becoming effective, the
<br />franchisee shall post with the City a cash security deposit or in the alternative at the City's discretion
<br />a bond, letter of credit, or corporate guarantee in a form acceptable to the City to be used as a
<br />security fund to ensure the franchisee's faithful performance of and compliance with all provisions
<br />of this article, the franchise agreement, and other applicable law, and compliance with all orders,
<br />permits and directions of the City, and the payment by the franchisee of any claims, liens, fees, or
<br />taxes due the City which arise by reason of the construction, operation or maintenance of the system.
<br />The amount of the security fund or corporate guarantee shall be the amount that the City determines,
<br />under circumstances existing at the time, that is necessary to protect the public, to provide adequate
<br />incentive to the franchisee to comply with this article and the franchise agreement, and to enable the
<br />City to effectively enforce compliance therewith. The franchise agreement shall provide for the
<br />procedures to be followed with respect to the security fund or corporate guarantee.
<br />
<br />(b) Any bond or letter of credit shall be obtained at the sole expense of the franchisee and
<br />shall be renewed for the full term of the franchise plus an additional 12 months thereafter. The
<br />franchisee and its surety shall be jointly and severally liable under the terms of the bond or letter of
<br />credit for any damages or loss suffered by the City as a result of the franchisee's non performance,
<br />including the full amount of any compensation, indemnification or cost of removal of any property
<br />of the franchisee in the event of default, a reasonable allowance for attorneys' fees an costs, up to
<br />the full amount of the bond or letter of credit. The bond or letter of credit shall provide for 30 days'
<br />prior written notice to the City of any intention on the part of the franchisee to cancel, fail to renew,
<br />or otherwise materially alter its terms. Neither the filing of an indemnity bond or letter of credit with
<br />the City, nor the receipt of any damages recovered by the City thereunder, shall be construed to
<br />excuse faithful performance by the franchisee or limit the liability ofthe franchisee under the terms
<br />
<br />Cable Ordinance
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