Cable Television Franchise Agreement Page 10

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6.5.
Any transfer of control resulting from or after the appointment of a receiver or
receivers or trustee or trustees, however denominated, designated to take over and conduct the
business of the grantee, whether in a receivership, reorganization, bankruptcy or other action or
proceeding, unless such receivership or trusteeship shall have been vacated prior to the
expiration of a one hundred twenty (120) day period, shall be treated as a transfer of control
pursuant to 47 U.S.C. §537 and require the City/County/Village’s consent thereto in the manner
described in Section 6 above.
SECTION 7: Insurance and Indemnity
7.1.
Insurance. Throughout the term of this Franchise Agreement, the Grantee shall,
at its own cost and expense, maintain such insurance and provide the City/County/Village
certificates of insurance in accordance with Title _______/Chapter _______ of the
____________ Municipal Code.
7.2.
Indemnification. The Grantee shall indemnify, defend and hold harmless the
City/County/Village, its officers, employees, and agents (the “Indemnitees”) from and against
any injuries, claims, demands, judgments, damages, losses and expenses, including reasonable
attorney’s fees and costs of suit or defense, arising in the course of the Grantee constructing and
operating its Cable System within the City/County/Village. This duty shall survive for all claims
made or actions filed within one (1) year following either the expiration or earlier termination of
this Agreement. The City/County/Village shall give the Grantee timely written notice of its
obligation to indemnify and defend the City/County/Village after the City/County/Village’s
receipt of a claim or action pursuant to this Section. For purposes of this Section, the word
“timely” shall mean within a time period that does not cause prejudice to the respective positions
of the Grantee and/or the City/County/Village. If the City/County/Village elects in its own
discretion to employ additional counsel, the costs for such additional counsel for the
City/County/Village shall be the responsibility of the City/County/Village.
7.2.1. The Grantee shall not indemnify the City/County/Village for any liabilities,
damages, costs or expense resulting from any conduct for which the City/County/Village, its
officers, employees and agents may be liable under the laws of the State of Illinois.
7.2.2. Nothing herein shall be construed to limit the Grantee’s duty to indemnify
the City/County/Village by reference to the limits of insurance coverage described in this
Agreement.
SECTION 8: Public, Educational and Governmental (PEG) Access
[TO BE DETERMINED BASED ON DISCUSSIONS WITH INDIVIDUAL MUNICIPALITIES
REGARDING LOCAL NEEDS AND INTERESTS.]
SECTION 9: Enforcement of Franchise
9.1.
Notice of Violation or Default. In the event the City/County/Village believes that
the Grantee has not complied with a material term of the Franchise, it shall notify the Grantee in
writing with specific details regarding the exact nature of the alleged noncompliance or default.
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Parent category: Financial