§ 13-8. Insurance, indemnification and bonds or other surety.

(a)

Insurance requirements.

(1)

Upon the effective date, the grantee shall, at its sole expense and in addition to all required insurance under Section 15.27 of the Code, take out and maintain during the term of this agreement public liability insurance with a company licensed to do business in the State of Minnesota with a rating by A.M. Best & Co. of not less than "A-" that shall protect the grantee, the grantor and their officials, officers, directors, employees and agents from claims which may arise from operations under this agreement, whether such operations be by the grantee, its officials, officers, directors, employees and agents or any subcontractors of grantee. This liability insurance shall include, but shall not be limited to, protection against claims arising from bodily and personal injury and damage to property, resulting from grantee's vehicles, products and operations. The amount of insurance for single limit coverage applying to bodily and personal injury and property damage shall not be less than $1,000,000.00 with the grantee maintaining an umbrella policy with a minimum of $2,000,000.00 coverage in the aggregate.

The following endorsements shall be attached to the liability policy:

a.

The policy shall provide coverage on an "occurrence" basis.

b.

The policy shall cover personal injury as well as bodily injury.

c.

The policy shall cover blanket contractual liability subject to the standard universal exclusions of contractual liability included in the carrier's standard endorsement as to bodily injuries, personal injuries and property damage.

d.

Broad form property damage liability shall be afforded.

e.

The grantor shall be named as an additional insured on the policy.

f.

An endorsement shall be provided which states that the coverage is primary insurance and that no other insurance maintained by the grantor will be called upon to contribute to a loss under this coverage.

g.

Standard form of cross-liability shall be afforded.

h.

An endorsement stating that the policy shall not be canceled without 30 days' notice of such cancellation given to the grantor.

(2)

Grantee's coverage shall always be equal to or greater than the city's liability maximums pursuant to Minn. Stat. § 466.04.

(3)

Grantee shall submit to grantor documentation of the required insurance, under the franchise and under the Code, including a certificate of insurance signed by the insurance agent and companies named, as well as all properly executed endorsements.

(b)

Indemnification.

(1)

In addition to grantee's indemnification obligations under Section 15.26 of the Code, grantee shall indemnify, defend and hold grantor, its officers, boards, commissions, agents and employees (collectively the "indemnified parties") harmless from and against any and all lawsuits, claims, causes of action, actions, liabilities, demands, damages, judgments, settlements, disability, losses, expenses (including attorney's fees and disbursements of counsel) and costs of any nature that any of the indemnified parties may at any time suffer, sustain or incur arising out of, based upon or in any way connected with the grantee's operations, the exercise of the franchise pursuant to this agreement, the breach by grantee of its obligations under this agreement or the Code and/or the activities of grantee, its subcontractor, employees and agents hereunder. Grantee shall be solely responsible for and shall indemnify, defend and hold the indemnified parties harmless from and against any and all matters relative to payment of grantee's employees, including compliance with Social Security and withholdings.

(2)

The indemnification obligations of grantee set forth in this agreement are not limited in any way by the amount or type of damages or compensation payable by or for grantee under workers' compensation, disability or other employee benefit acts, acceptance of insurance certificates required under this agreement, or the terms, applicability or limitations of any insurance held by grantee.

(3)

Grantor does not, and shall not, waive any rights against grantee which it may have by reason of the indemnification provided for in this agreement, because of the acceptance by grantor, or the deposit with grantor by grantee, of any of the insurance policies described in this agreement.

(4)

The indemnification of grantor by grantee provided for in this agreement shall apply to all damages and claims for damages of any kind suffered by reason of any of the grantee's operations referred to in this agreement, regardless of whether or not such insurance policies shall have been determined to be applicable to any such damages or claims for damages.

(5)

Grantee shall not be required to indemnify grantor for negligence or misconduct on the part of grantor or its officials, boards, commissions, agents, or employees. Grantor shall hold Grantee harmless, subject to the limitations in Minnesota statutes Chapter 466, for any damage resulting from the negligence or misconduct of the Grantor or its officials, boards, commissions, agents, or employees in utilizing any access channels, equipment, or facilities and for any such negligence or misconduct by grantor in connection with work performed by grantor and permitted by this agreement, on or adjacent to the cable system.

(c)

Grantee's insurance. Grantee shall not commence any cable system reconstruction work or permit any subcontractor to commence work until all insurance required under this agreement and the Code has been obtained. Said insurance shall be maintained in full force and effect until the expiration of this agreement.

(d)

Workers compensation insurance. Grantee shall obtain and maintain workers' compensation insurance for all of grantee's employees, and in case any work is sublet, Grantee shall require any subcontractor similarly to provide workers' compensation insurance for all of their employees, all in compliance with state laws, and to fully indemnify the grantor from and against any and all claims arising out of occurrences on the work. Grantee hereby indemnifies grantor for any and all costs, expenses (including attorneys' fees and disbursements of counsel), damages and liabilities incurred by grantor as a result of any failure of either grantee or any subcontractor to take out and maintain such insurance. Grantee shall provide the grantor with a certificate of insurance indicating workers' compensation coverage on the effective date.

(e)

Bonding.

(1)

Within 60 days of the approval date, grantee shall establish and provide to grantor a bond, as security for the full and timely payment and performance by grantee of all of its obligations under this agreement and the Code. The bond shall consist of two parts. The first part shall be in the amount of $25,000.00 and shall be payment and performance bonds and which shall be in a form acceptable to grantor's city attorney. The second part shall be payment and performance bonds, in an amount equal to ten percent of the cost of the work or the contract price of any improvement of the cable system, where the contract price exceeds $10,000.00.

(2)

The bond may be drawn upon by grantor in the event the grantee shall fail to well and truly observe, fulfill or perform each and every, all terms and conditions of the Code and of this franchise. Actions brought by grantee hereunder may be subject to 47 U.S.C. § 555A - Limitations of Franchising Authority Liability - which is hereby incorporated by reference and is fully set forth herein.

(3)

Nothing herein shall be deemed a waiver of the normal permit requirements made of all contractors working within the city's rights-of-way.

(Ord. No. 12, 5th Series, § 2(8.1—8.5), 6-4-14)