O-1998-2260 - Laserfiche WebLink

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e e undertaken by the Grantee. Section 15. INDEMNIFICATION AND LIABILITY FOR DAMAGES. The Grantee shall pay, and by its acceptance of this Franchise specifically agrees that it will pay, the following: 1. Damages and Penalties. All damages or penalties which the City, its officers, agents or employees may legally be required to pay third parties as a result of damages arising out of copyright infringements and all other damages arising out of the installation, maintenance, or operation of the Cable System, whether or not any act or omission complained of is authorized, allowed or prohibited by this Franchise; and 2. Expenses. If any action or proceeding is brought against the City or any of its officers, officials or employees with respect to which payment may be sought for claims for damages or penalties as described in Section 15(1), the Grantee, upon written notice from the City, shall assume the investigation and defense thereof, including the employment of counsel and the payment of all expenses. 3. Separate Counsel. The City shall have the right to employ separate counsel in any such action or proceeding and to participate in the investigation and defense thereof. Grantee shall pay the reasonable fees and expenses of such separate counsel only if employed with the approval and consent of Grantee or if representation of both the Grantee and the City by the same attorney would be inconsistent with accepted canons of professional ethics. The Grantee shall not be liable for any settlement of any such claim, action or proceeding effected without its consent. The City shall give prompt notice to the Grantee of any claim, action or proceeding against it upon which the City may seek payment of damages or penalty by the Grantee hereunder. 4. Indemnity. Grantee, on behalf of its officers, assigns, agents, bonding companies, employees, and subcontractors (collectively the "Grantee"), hereby covenants and warrants that it 15