§ 6.08.120. Insurance—Surety—Indemnification.

A.

Insurance Required. A franchisee shall maintain, and by its acceptance of a franchise specifically agrees that it will maintain, throughout the entire length of the franchise period, at least the following liability insurance coverage insuring Metropolitan Nashville and the franchisee: Worker's compensation and employer liability insurance to meet all requirements of Tennessee law and comprehensive general liability insurance with respect to the construction, operation, and maintenance of the cable system, and the conduct of the franchisee's business in Metropolitan Nashville, in the minimum amounts of:

1.

Three million dollars for property damage resulting from any one accident;

2.

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

3.

Five million dollars for personal bodily injury or death resulting from any one accident; and

4.

Two million dollars for all other types of liability.

Metropolitan Nashville may review these amounts no more than once every three years and may require reasonable adjustments to them consistent with the public interest. In the event that the franchisee objects to an increase in a policy limit and the parties are unable to agree on a mutually acceptable amount, the dispute shall be resolved by arbitration in accordance with the procedures of the American Arbitration Association.

B.

Qualifications of Sureties. All insurance policies shall be with sureties qualified to do business in the State of Tennessee, with an A-1 or better rating of insurance by Best's Key Rating Guide, Property/Casualty Edition, and in a form approved by Metropolitan Nashville.

C.

Policies Available for Review. A franchisee shall keep on file with Metropolitan Nashville certificates of insurance.

D.

Additional Insureds—Prior Notice of Policy Cancellation. All general liability insurance policies shall name Metropolitan Nashville, its officers, boards, commissions, commissioners, agents, and employees as additional insureds and shall further provide that any cancellation or reduction in coverage shall not be effective unless thirty days' prior written notice thereof has been given to Metropolitan Nashville. A franchisee shall not cancel any required insurance policy without submission of proof that the franchisee has obtained alternative insurance satisfactory to Metropolitan Nashville which complies with this chapter.

E.

Failure Constitutes Material Violation. Failure to comply with the insurance requirements set forth in this section shall constitute a material violation of a franchise.

F.

Indemnification.

1.

A franchisee shall, at its sole cost and expense, indemnify, hold harmless, and defend Metropolitan Nashville, its officials, boards, commissions, commissioners, agents, and employees, against any and all claims, suits, causes of action, proceedings, and judgments for damages or equitable relief arising out of the construction, maintenance, or operation of its cable system; copyright infringements or a failure by the franchisee to secure consents from the owners, authorized distributors, or franchisees of programs to be delivered by the cable system; the conduct of the franchisee's business in Metropolitan Nashville; or in any way arising out of the franchisee's enjoyment or exercise of its franchise, regardless of whether the act or omission complained of is authorized, allowed, or prohibited by this chapter or a franchise agreement.

2.

Specifically, a franchisee shall, at its sole cost and expense, fully indemnify, defend, and hold harmless Metropolitan Nashville, and in its capacity as such, the officers, agents, and employees thereof, from and against any and all claims, suits, actions, liability, and judgments for damages or otherwise subject to Section 638 of the Cable Act, 47 U.S.C. Section 558, arising out of or alleged to arise out of the installation, construction, operation, or maintenance of its system, including but not limited to any claim against the franchisee for invasion of the right of privacy, defamation of any person, firm or corporation, or the violation or infringement of any copyright, trademark, trade name, service mark, or patent, or of any other right of any person, firm, or corporation. This indemnity does not apply to (a) programming carried on any channel set aside for public, educational, or government use, or channels leased pursuant to 47 U.S.C. Section 532, unless the franchisee was in any respect engaged in determining the editorial content of the program, or adopts a policy of prescreening programming for the purported purpose of banning or regulating indecent or obscene programming; or (b) liability arising solely out of Metropolitan Nashville's gross negligence or that of its officers, employees, agents, or independent contractors.

3.

The indemnity provision includes, but is not limited to, Metropolitan Nashville's reasonable attorneys' fees incurred in defending against any such claim, suit, or proceeding.

4.

No claim of indemnity shall be valid unless Metropolitan Nashville has provided the franchisee with prompt notice and a timely opportunity to assume the defense of a claim covered by the indemnity.

G.

No Limit of Liability. Neither the provisions of this section nor any damages recovered by Metropolitan Nashville shall be construed to limit the liability of a franchisee for damages under any franchise issued hereunder.

(Ord. 95-1368 § 2 (part), 1995)