(a) The holder of a state-issued certificate of franchise authority agrees to indemnify
and hold harmless the state, municipality, county and any employee or representative
of the state, municipality or county, individually and collectively referred to in
this section and § 7-59-305(c)(4) as the indemnitee, as well as any political subdivision of the state and any employee
or representative of the political subdivision, from all claims, demands, causes of
action, liability, judgments, costs and expenses or losses for injury or death to
persons or damage to property owned by, and workers’ compensation claims, collectively
referred to in this section as claims, against any parties indemnified in accordance
with this section, arising out of, caused by, or as a result of the holder's exercising
its authority granted under a state-issued certificate of franchise authority, except
for claims related to public, educational or governmental channels controlled by an
indemnitee or other third-party designated by the indemnitee; provided, that the
indemnitee shall give the holder written notice of the holder's obligation to indemnify
the indemnitee within ten (10) business days of receipt of a claim. Should the indemnitee determine that it is necessary for it to employ separate counsel,
the costs for the separate counsel shall be the responsibility of the indemnitee. If the indemnitee determines in good faith that its interests cannot be represented
by the holder, the holder shall be excused from any obligation to defend that indemnitee
and shall have standing to intervene in any proceeding relating to such claims, but
shall remain obligated to indemnify the indemnitee as provided in this section and
shall retain the right to participate in the relevant proceeding to protect its own
(b) Notwithstanding subsection (a), a holder of a state-issued certificate of franchise
authority shall not be required to indemnify or hold harmless any indemnitee whose
negligence or willful misconduct caused the claims.
(c) No indemnitee shall settle any claim for which a holder is responsible without
the written consent of the holder.
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