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Section 9.3 Access to Records.
<br />a. The City may, upon reasonable notice and during Normal Business Hours, and subject
<br />to the privacy provisions of 47 U.S.C. § 521 et seq., inspect at a mutually convenient location any
<br />records of System operations maintained by a Grantee that relate to a Grantee's compliance with its
<br />Franchise, including specifically Grantee's Gross Revenue records. A Grantee may identify and
<br />label documents as "confidential trade secret" in accordance with Section 4.2 above.
<br />b. A Grantee must prepare and furnish to the City such reports as City may reasonably
<br />request with respect to operation of the System and provision of Cable Services in the City.
<br />SECTION 10. INDEMNIFICATION AND INSURANCE
<br />Section 10.1 Indemnification of the City.
<br />a. A Grantee must indemnify, defend and hold harmless the City, its officers, boards,
<br />committees, commissions, elected officials, employees and agents from and against any loss or
<br />damage to any real or personal property of any Person, or for any injury to or death of any Person,
<br />arising out of or in connection with the construction, operation, maintenance, repair or removal of
<br />a System or other facilities used by a Grantee to deliver Cable Service.
<br />b. A Grantee must indemnify, defend, and hold the City, its officers, boards, committees,
<br />commissions, elected officials, employees and agents, harmless from and against all lawsuits, claims,
<br />actions, liability, damages, costs, expenses or penalties incurred as a result of the award or
<br />enforcement of its Franchise.
<br />c. A Grantee shall not be required to provide indemnification or defense for any
<br />intentional misconduct, willful neglect or negligence by an indemnified party, for any enforcement
<br />action taken by the City against a Grantee, for any claim based solely on the City's operation of
<br />PEG Access Facilities, delivery of PEG Access programming, or EAS messages originated by the
<br />City. Subject to the limitations in Minnesota Statutes Chapter 466, the City shall indemnify, defend
<br />and hold a Grantee harmless from any damage resulting from any intentional misconduct, willful
<br />neglect or negligence by the City, its officers, boards, committees, commissions, elected officials,
<br />employees and agents, in utilizing PEG Access Facilities or Channels, delivering EAS messages
<br />originated by the City, or in connection with work performed on or adjacent to the System.
<br />d. With respect to each claim for indemnification:
<br />L the City must notify the Grantee in writing of its duty under this section within
<br />ten (10) days of receipt of any suit, claim or proceeding which'gives rise to such
<br />duty;
<br />2. the Grantee must afford the City an opportunity to participate in any
<br />compromise, settlement or other resolution or disposition of any suit, claim or
<br />proceeding; and
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<br />SH255-1
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