§ A214-22. Indemnity; insurance, bond., Chapter A214. Cable Television Franchise, Appendix, Code of Ordinances, Falls

To the fullest extent permitted by law, the company shall, at its sole cost and expense, fully indemnify, defend and hold harmless the Township, its officers, public officials, boards and commissions, agents, and employees from and against any and all lawsuits, claims, (including, without limitation, worker's compensation claims against the Township or others), causes of action, actions, liability, and judgments for injury or damages (including but not limited to expenses for reasonable legal fees and disbursements assumed by the Township in connection therewith):

(1)

To persons or property in any way arising out of or through the acts or omissions of the company, its subcontractors, agents or employees to which the company's negligence shall in any way contribute, and except to the extent that losses arise from the willful misconduct or gross negligence of the Township, its officers, public officials, boards and commissions, agents, or employees shall have contributed to such claim, cause of action, judgment, injury, or damage.

(2)

Arising out of any claim for invasion of the right of privacy, for defamation of any person, firm or corporation, or the violation or infringement of any copyright, trademark, trade name, service mark or patent, or any other right of any person, firm or corporation.

(3)

Arising out of the company's failure to comply with the provisions of any federal, state, or local statute, ordinances or regulation applicable to the company in its business hereunder.

The foregoing indemnity is conditioned upon the following:

(1)

The Township shall give the company timely notice of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this section. Nothing herein shall be deemed to prevent the Township from cooperating with the company and participating in the defense of any litigation by its own counsel at its own costs and expense. No recovery by the Township of any sum by reason of the liquidated damages required by the franchise shall be subject to litigation by the company, except that any sum so received by the Township shall be deducted from any recovery which the Township might have against the company under the terms of this section.

The company shall pay, and by its acceptance of the franchise specifically agrees that it will pay, all expenses incurred by the company in defending itself and the Township with regard to all damages and penalties mentioned in Subsection A above. These expenses shall include all out-of-pocket expenses, such as attorney's fees, and shall also include the reasonable value of any services rendered by the Township Solicitor or his assistants or any employees of the Township upon the request of the company. Nothing herein shall be deemed to prevent the Township from cooperating with the grantee and participating in the defense of any litigation by its own counsel and its own cost and expense. If the Township determines that it is necessary for it to employ separate counsel, the costs for such separate counsel shall be the responsibility of the franchising authority.

The company shall maintain, and by its acceptance of this ordinance specifically agrees that it will maintain throughout the term of the franchise, liability insurance insuring the Township and the company with regard to all damages mentioned in Subsection A above in the minimum amounts of:

(1)

General liability insurance in the amounts of $1,000,000 per person, $5,000,000 per occurrence, for bodily injury or death, and $1,000,000 property damage.

(2)

Statutory workers' compensation insurance and employee liability insurance in required amounts.

The company shall maintain, and by its acceptance of any franchise granted hereunder specifically agrees that it will maintain throughout the term of the franchise, automobile liability insurance for owned, nonowned, or rented vehicles in the minimum amount of:

(1)

One million dollars for bodily injury and consequent death per occurrence;

(2)

One million dollars for bodily injury and consequent death to any one person; and

(3)

Five hundred thousand dollars for property damage per occurrence.

The company shall maintain, and by its acceptance of the franchise specifically agrees that it will maintain throughout the term of the franchise, a faithful performance bond running to the Township in the penal sum of $50,000, conditioned that the company shall well and truly observe, fulfill and perform each term and condition of this ordinance and that, in case of any breach of condition of the bond, the amount thereof shall be recoverable from the principal and surety thereof by the Township for all damages resulting from the failure of the company to well and faithfully observe and perform any provision of this ordinance. No later than 30 days after mailing to the company certified mail notification of a withdrawal, the company shall replenish the performance bond in an amount equal to the amount so withdrawn.

All employees of the company who enter subscribers' homes in the course of their employment shall be bonded in an appropriate amount for the term of the franchise.

The company shall provide coverage for any contractor or subcontractor involved in the construction, installation, maintenance or operation of its cable television system by either obtaining the necessary endorsements to its insurance policies or requiring such contractor or subcontractor to obtain appropriate insurance coverage consistent with this section and appropriate to the extent of its involvement in the construction, installation, maintenance or operation of the company's cable television system.

The insurance policies and bonds obtained by the company pursuant to Subsections D, E, F, G and H above shall be with companies authorized to do business in the Commonwealth of Pennsylvania. Such insurance policies, or acceptable evidence thereof (e.g., certificate of insurance), and bond shall be filed and maintained with the Township Secretary during the term of the franchise. Each applicable insurance policy and bond shall contain a thirty-day cancellation clause with the provision that the Township receives a thirty-day direct notification by the insurance companies in the event of cancellation or nonrenewal of such insurance policies.

None of the provisions of this ordinance or any insurance policy required herein or any damages recovered by the Township hereunder shall be construed to excuse the faithful performance by or limit the liability of the company under this ordinance or the franchise for damages either to the limits of such policies or otherwise.

All expenses of the above-noted insurance and bond shall be paid by the company.