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SECTION 5. FINANCIAL AND INSURANCE REQUIREMENTS
<br /> 5.1 Indemnification
<br /> (A) General Indemnification. Grantee shall indemnify, defend and hold the City, its
<br /> officers, officials, boards, commissions, agents and employees, harmless from any action or claim
<br /> for injury, damage, loss, liability, cost or expense, including court and appeal costs and attorneys'
<br /> fees or expenses, arising from any casualty or accident to Person or property, including, without
<br /> limitation, copyright infringement, defamation, and all other damages in any way arising out of, or
<br /> by reason of, any construction, excavation, operation, maintenance, reconstruction, or any other act
<br /> done under this Franchise, by or for Grantee, its agents, or its employees, or by reason of any
<br /> neglect or omission of Grantee. Grantee shall consult and cooperate with the City while conducting
<br /> its defense of the City.
<br /> (B) Indemnification for Relocation. Grantee shall indemnify the City for any damages,
<br /> claims, additional costs or expenses assessed against, or payable by, the City arising out of, or
<br /> resulting from, directly or indirectly, Grantee's failure to remove, adjust or relocate any of its
<br /> facilities in the Rights-of-Way in a timely manner in accordance with any relocation required by the
<br /> City.
<br /> (C) Procedures and Defense. If a claim or action arises, the City or any other
<br /> indemnified party shall promptly tender the defense of the claim to Grantee, which defense shall be
<br /> at Grantee's expense. The City may participate in the defense of a claim and, in any event, Grantee
<br /> may not agree to any settlement of claims affecting the City without the City's approval.
<br /> (D) Non-waiver. The fact that Grantee carries out any activities under this Franchise
<br /> through independent contractors shall not constitute an avoidance of or defense to Grantee's duty of
<br /> defense and indemnification under this subsection.
<br /> (E) Expenses. Grantee shall pay all expenses incurred by the City in defending itself
<br /> with regard to any action, suit or proceeding indemnified by Grantee. The City's expenses shall
<br /> include all out-of-pocket expenses, such as consultants' fees, and shall also include the reasonable
<br /> value of any services rendered by the City Attorney or his/her assistants or any employees of the
<br /> City or its agents.
<br /> 5.2 Insurance
<br /> (A) Grantee shall maintain in full force and effect at its own cost and expense each of
<br /> the following policies of insurance:
<br /> (1) Commercial General Liability insurance with limits of no less than one
<br /> million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00)
<br /> excess liability. Such insurance shall name the City, its officers, officials and employees as
<br /> additional insureds.
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