§ 4.1-12. Insurance and indemnification.

(a)

Indemnification against liability. .....The cable operator shall, by the acceptance of the franchise granted under this ordinance, agree to indemnify and save free and harmless the county, the board of supervisors, each member thereof, all officers, agents, employees and members of boards and commissions of the county from and against any and all liability by reason of or arising out of any and all claims, demands, causes of action or proceedings which may be asserted, prosecuted or established against them or any of them, for damage to persons or property of whatever nature arising out of the cable service and as may otherwise be required by applicable law applying to the construction, repair, extension, maintenance, operation or removal of its wires, poles or other equipment of any kind or character used in connection with the operation of the cable system in the franchise area, but excepting there from liability arising out of any claim, demand, cause of action or proceeding resulting from the sole negligence or willful misconduct of the county, the board of supervisors, each member thereof, or officers, agents, employees or members of boards and commissions of the county, or resulting from the sole negligence or willful misconduct of the county's use of the cable system, including any PEG channels. The county shall give the cable operator written notice, as required in subsection 4.1-15(j), of its obligation to indemnify the county, or others, within ten days of receipt of a claim or action pursuant to this section.

(b)

Duty to defend. .....The cable operator shall defend, and by the acceptance of this ordinance, agrees to defend at its own cost and expense the county, the board of supervisors, each member thereof, all officers, agents, employees and members of board and commissions of the county against any and all claims, demands, actions or proceedings brought against them or any of them, in respect to the matters embraced by the indemnity set forth above in paragraph (a).

(c)

No liability against county. .....The cable operator shall have no monetary recourse whatsoever against the county, the board of supervisors, any member thereof, or any officer, agent, employee or member of a board or commission of the county for any loss, cost, expense or damage occasioned by any requirement or duty imposed on cable operator by this ordinance or because of the enforcement of any such requirement or duty in accordance with this ordinance, but excepting there from liability arising out of any claim, demand, cause of action or proceeding resulting from the negligence or willful misconduct of the county, the board of supervisors, any member thereof, or any officer, agent, employee or member of a board or commission of the county, or resulting from the negligence or willful misconduct of the county's use of the cable system, including any PEG channels. Additionally, this shall not prohibit the cable operator from seeking any other remedy that cable operator may have under applicable law.

(d)

Commercial general liability insurance policy. .....Concurrently with the filing of the acceptance of this ordinance and the franchise granted hereunder, and throughout the term of the franchise, the cable operator shall furnish to the county a certificate of insurance and at all times during the existence of the franchise granted hereunder, shall maintain in full force and effect, at its own cost and expense, a commercial general liability insurance policy. Said policy shall include personal injury, property damage, contractual liability with standard carrier exclusions, completed operations, underground hazard, explosion and collapse hazard, independent contractors, vaults and products liability insurance. Said policy shall insure the cable operator, the county, the board of supervisors, each member thereof, all officers, agents, employees and members of board or commissions of the county against liability for all matters as provided for in this section 4.1-12 provided that such coverage does not include events arising from the acts, omissions or negligence of the county, its boards or commissions and as otherwise required by applicable law, subject to the terms, conditions and exclusions of the policy, with minimum combined single liability limit of two million dollars per occurrence. If the liability insurance purchased by the cable operator is issued on a "claims made, basis, the cable operator must comply with the following additional conditions. The limits of liability and the extensions to be included as described previously in these provisions, remain the same.

The cable operator must either:

(1)

Agree to provide certificates of insurance evidencing the above coverage for a period of two years after final payment for the agreement for general liability policies. This certificate shall evidence a "retroactive date" no later than the beginning of the cable operator's work under this ordinance; or

(2)

Purchase the extended reporting period endorsement for the policy or policies in force during the term of this ordinance and evidence the purchase of this extended reporting period endorsement by means of a certificate of insurance or a copy of the endorsement itself.

(e)

Workers' compensation insurance. .....The cable operator will obtain and maintain workers' compensation insurance for their cable operator's employees, and in case any work is sublet, cable operator will require any subcontractor similarly to provide workers' compensation insurance for all subcontractor's employees, in compliance with state laws, and to fully protect the county from any and all claims arising out of work-related occurrences. Cable operator hereby indemnifies county for any damage resulting to it from failure of either cable operator or any subcontractor to obtain and maintain such insurance. Cable operator will provide the county with a certificate of insurance indicating workers' compensation insurance prior to operations under this franchise and the commencement of any construction, system upgrade, reconstruction, or maintenance of the system.

(f)

Additional insured, primary coverage and defense. .....The county, the board of supervisors, each member thereof, all officers, agents, employees and members of boards and commissions of the county shall be included as additional insured under the commercial general liability insurance policy coverage per Endorsement 61712 on a primary, noncontributing basis.

(g)

Notice. .....Operator agrees that this ordinance provides notice of cancellation to entities with whom Charter is contractually obligated to; provided, notice of cancellation, including any notice for cancellation due to nonpayment of premium. Notice shall be made in accordance with Section 150) of this ordinance.

(h)

Filing of certified copy with county. .....A certificate of insurance evidencing coverage, as required by this ordinance, shall be filed in the office of the county concurrently upon the acceptance of the franchise awarded by this ordinance.

(i)

Increase in policy limits. .....If required by applicable law, the minimum limits of insurance required herein changes during the term of the franchise granted hereunder, then beginning ninety days after notice pursuant to subsection 4.1-15(j), the coverage as specified in this section will be increased.

(j)

Third parties. .....Cable operator shall be liable for the acts of its third parties (contractors and subcontractors) and ensure that before commencement of work regarding construction, operation, and maintenance of the cable system, any such third parties have provided insurance in compliance with this section. (Ord. No. 2011-22-C, 11-15-11.)