Insurance; surety; indemnification

(a)

A licensee shall be required by the city to maintain, and by its acceptance of the license, specifically agrees that it shall maintain, throughout the entire term of the license including any renewals thereof, insurance coverage insuring the licensee with respect to the construction, operation and maintenance of the cable system, and the conduct of the licensee's business in the city, as described below and as required to satisfy all requirements of Florida law.

(1)

Comprehensive general liability insurance including contractual liability, explosion, collapse and underground property damage, bodily injury and broad form property damage, personal and advertising injury and products/completed operations coverage. The licensee shall carry limits with a combined single limit of no less than $3,000,000.00 per occurrence naming the city as an additional insured. The licensee shall require any subcontractors to provide adequate insurance and provide proof of insurance to the city as well.

(2)

The licensee shall carry workers compensation and employers liability insurance in compliance with Florida statute. The licensee shall require any subcontractors to provide workers compensation insurance for all of the subcontractors' employees.

(3)

Automobile liability insurance covering all owned, hired and non-owned vehicles used in connection with any activities arising out of this agreement. Such insurance shall afford coverage with a combined single limit of no less than $1,000,000.00 per occurrence. The licensee shall require any subcontractors to provide automobile liability insurance for all of the vehicles used by subcontractors arising out of the license.

(b)

All insurance policies shall be with insurance companies authorized to do business in the state and shall be with insurance companies with a minimum Best's Rating of AV11, or an equivalent rating, and financial size category rating of X (ten).

(c)

A licensee shall keep on file with the city certificates of insurance which certificates shall indicate evidence of payment of the required premiums and shall indicate that the city, its officers, boards, commission, commissioners, agents and employees are listed as additional insureds, and that this insurance is primary over any other insurance or self-insurance program available to the city whether collectible or not. In the event of a potential claim such that the city claims insurance coverage, licensee shall immediately respond to all reasonable requests by the city for information with respect to the scope of the insurance coverage.

(d)

All insurance policies shall name the city as additional insured and shall further provide that any cancellation or reduction in coverage shall not be effective unless 60 calendar days prior written notice thereof has been given to the city. A licensee shall not cancel any required insurance policy without submission of proof that the licensee has obtained alternative insurance satisfactory to the city which complies with this chapter.

(e)

A licensee shall, at its sole cost and expense, indemnify, hold harmless, waive subrogation against and defend the city, its officials, boards, commissions, commissioners, agents, and employees, against any and all third party claims, suits, causes of action, proceedings, judgments for damages or equitable relief, and costs and expenses arising out of the construction, maintenance or operation of its cable system by the licensee, its agents or employees in the city, or the granting of a license agreement to the licensee or in any way arising out of the licensee's enjoyment or exercise of a license granted hereunder, regardless of whether the act or omission complained of is authorized, allowed or prohibited by this chapter or a license agreement. This provision includes, but is not limited to, the reasonable attorneys' fees of the city incurred in defending against any such claim, suit or proceedings; and claims arising out of copyright infringements or a failure by the licensee to secure consents from the owners, authorized distributors, or providers of programs to be delivered by the cable system, claims arising out of Section 638 of the Cable Act, 47 U.S.C. § 558, and claims against the licensee for invasion of the right of privacy, defamation of any person, firm or corporation, or the violation or infringement of any copyright, trade mark, trade name, service mark or patent, or of any other right of any person, firm or corporation. The city shall give the licensee written notice of any claim or of the commencement of any action, suit or other proceeding covered by the indemnity in this section. In the event any such claim arises, the licensee shall have the obligation and duty to defend the city and any other indemnified party hereunder; provided, however, licensee may not agree to any settlement of claims affecting the city without the city attorney's approval. If the city attorney finds that separate representation to fully protect the interests of the city is necessary, licensee shall consult with the city attorney on counsel that is acceptable to the city attorney. If licensee is unwilling or unable to select counsel acceptable to the city attorney, licensee shall pay all expenses incurred by the city in defending itself with regard to any action, suit or proceeding subject to this indemnification. The city's expenses shall include all out of pocket expenses, attorney's fees and costs of the city attorney or his/her assistants, or any employees of the city, outside attorneys, or other agents. Not withstanding anything to the contrary contained in this subparagraph, the obligation of the licensee shall not extend to any claims caused by the gross negligence of the city, its officials, boards, commissioners, agents or employees, or to claims arising from licensee's provision of access channels for public, educational and/or governmental use pursuant to section 11-15 hereof and a license agreement, to the extent such claims relate to programming and content on such channels, over which licensee has no editorial control nor exercises administrative control.

(f)

Notwithstanding anything to the contrary, a licensee shall be responsible for all actions of the subcontractors and shall agree to indemnify and hold harmless the city for any and all claims against the city or arising out of the activity of such subcontractors.

(Ord. No. 11936, § 3, 6-8-00)