§ 22. LIABILITY AND INSURANCE.

(a)

As of the effective date of this franchise, the Grantee shall file with the City a certificate of insurance and thereafter maintain a full force with effect at all times for the full term of the franchise, at the expense of the Grantee, comprehensive general liability insurance policy, naming the City as additional named insured, written by a company authorized to do business in the state of North Carolina, protecting the City against liability for loss or bodily injury and property damage occasioned by the installation, removal, maintenance or operation of the cable communications system by the Grantee in the following minimum amounts:

(1)

One million dollars ($1,000,000.00) combined single limit, bodily injury and for the property damage in any one (1) occurrence;

(2)

One million dollars ($1,000,000.00) aggregate.

(b)

The Grantee shall also file with the City a certificate of insurance for a comprehensive automobile liability policy written by a company authorized to do business in the state of North Carolina, for all owned, nonowned, hired and leased vehicles operated by the Grantee, with limits no less than one million dollars ($1,000,000.00) each accident, single limit, bodily injury and property damage combined, or evidence of self-insurance.

(c)

Worker's compensation and employer's liability insurance. The Grantee shall maintain, and by its acceptance of any franchise granted hereunder specifically agrees that it will maintain throughout the term of the franchise, worker's compensation and employer's liability, valid in the state, in the minimum amount of the statutory limit for worker's compensation, and one million dollars ($1,000,000.00) for employer's liability.

(d)

All liability insurance required in this section shall be kept in full force and effect by the Grantee during the existence of the franchise and until after the removal of all poles, wires, cables, underground conduits, manholes, and other conductors and fixtures installed by the Grantee incident to the maintenance and operation of the cable communications system as defined in this franchise. All policies shall be endorsed to give the City of Burlington thirty (30) days written notice of the intent to amend, cancel or nonrenewal by either the Grantee or the insuring company.

(e)

Liability and insurance. The Grantee agrees and binds itself to indemnify, keep and hold free and harmless the City from any and all liability or costs, including attorneys' fees and court costs pertaining thereto, arising from any activities herein authorized, in that the Grantee shall pay, and by its acceptance of the franchise the Grantee specifically agrees that it will pay, all damages and penalties which the City may be legally required to pay as a result of the Grantee's exercise of this franchise. These damages or penalties shall include but shall not be limited to damages arising out of copyright infringements and all other damages arising out of installation, operation or maintenance of the cable communications system authorized herein, whether or not any act or omission complained of its authorized, allowed or prohibited by this franchise. In order for the City to assert its rights hereunder the City must:

1.

Notify the Grantee promptly of any claim or legal proceedings which gives rise to such right;

2.

Afford the Grantee an opportunity to participate in and fully control any compromise, settlement or other resolution or disposition of such claim or proceeding;

3.

Cooperate with the reasonable request of the Grantee; and

4.

Act reasonably under all circumstances so as to protect the Grantee against liability and refrain from compromising any Grantee's rights or defenses.