Indemnification.

Saint Paul Legislative Code, App. H, art. I, § 118

in effect

Section 118. - Indemnification. 118.(a). Company shall, at its sole cost and expense, fully indemnify, defend and hold harmless the City, its elected officials, officers, boards (including the Board of Water Commissioners), commissions and employees against any and all claims, suits, actions, liability and judgments for damages (including, but not limited to, reasonable expenses for outside legal fees and disbursements and liabilities assumed by the City in connection therewith): 118.(a).(1). To persons or property, in any way arising out of or through the acts or omissions of Company, its servants, agents or employees or to which Company's negligence shall in any way contribute; 118.(a).(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 of any other right of any Person, firm or corporation (excluding claims arising out of or relating to City or access programming); 118.(a).(3). Arising out of Company's failure to comply with the provisions of any federal, state or local statute, ordinance or regulation applicable to Company in its business hereunder; 118.(a).(4). Arising out of any claim for which Company has been adjudged liable or to have engaged in unlawful conduct which causes or has caused the City to deny a franchise to any other Person, partnership, corporation or other legal entity. The indemnification provided for herein shall not extend or apply to any acts of the City constituting a violation or breach by the City of the contractual provisions of the franchise ordinance, unless such acts are a result of the order of a court or administrative agency or are caused by the act or acts of Company. 118.(b). In the event that the City awards any additional cable communications franchise in any future franchise process to a firm other than Company, then Company agrees that it will not bring, nor cause to be brought, any action, suit or other proceeding claiming damages, or seeking any other relief against City, its officials, officers, boards (including the Board of Water Commissioners), commissions, employees or agents, for any award of a franchise made in conformity with applicable state and federal law. 118.(c). The cost and expense covered by the indemnities shall include, but not be limited to, fees for outside attorneys and special consultants. 118.(d). The City shall give Company reasonable notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this section. The Company shall cooperate with the City in the defense of any such action, suit or other proceeding at the request of the City; however, in the absence of such request, nothing herein shall be deemed to prevent the Company from cooperating with the City and participating in the defense of any litigation by its own counsel at the Company's cost and expense. 118.(e). No recovery by the City of any sum by reason of the letter of credit required in Article I, Section 115 shall be construed as any limitation upon the liability of the Company to the City under the terms of this section, except that any sum so received by the City shall be deducted from any recovery for the same damages which the City might have against the Company under the terms of this section. The provisions of this section shall not be dependent or conditioned upon the validity of this ordinance or the validity of any of the procedures or agreements involved in the award or acceptance of the franchise, but shall be and remain a binding obligation of the City and Company even if this ordinance, any part hereof, or grant of the franchise is declared null and void in a legal or administrative proceeding. It is expressly the intent of Company and City that the provisions of this section shall survive any such declaration and shall be a binding obligation of and shall inure to the benefit of the Company and City and their successors and assigns, if any. 118.(f). It is the purpose of this section to provide maximum indemnification to the City under the terms set out herein and, in the event of a dispute as to this section, it shall be construed to the greatest extent permitted by law to provide for the indemnification of the City by Company. 118.(g). Notwithstanding Section 117(g), to the extent permitted by law, Company shall have no monetary recourse whatsoever against City for any loss, costs, expenses, or damages arising out of any provision or requirement of this franchise, or Chapter 430 because of the enforcement of this franchise or Chapter 430, or any action taken pursuant thereto, including damages that may be caused by movement or removal of the Cable system during emergencies or in the course of any other activity of the City in the public streets or on public property, except in cases where the damage is the result of the City's gross negligence or willful misconduct. In no event shall the City be liable to the Company for any losses resulting from the interruption of its business, or for any other consequential damages, punitive damages or exemplary damages. The rights of City under this Section 118(g) are in addition to, and shall not be read to limit, any immunities the City may have under federal or state law or other provisions of this franchise.

Source: City of Saint Paul, Minnesota, City Charter, Legislative Code and Administrative Code (Municode Library, library.municode.com)URL: https://library.municode.com/mn/st._paul/codes/code_of_ordinances?nodeId=PTIILECO_AP_APXHCACOFROMSTPAIN_ARTIGRFRGEPR_S118INFetched: 11/1/2026