Google Fiber - ROW License Agreement - 07.21.2025 - FE
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Google Fiber Contract No. n233626
EXECUTION VERSION
Broadband Franchise Agreement Between City of Smyrna, GA and Google Fiber Georgia, LLC | 8
other tax, fee, or assessment lawfully imposed on Franchisee by the City or any other
governmental entity.
6. Indemnification.
6.1. Obligations. Franchisee will defend and indemnify City, its officers, elected
representatives, employees and agents from any claims and liabilities (including
reasonable attorneys' fees and court costs) related to any third-party claim for
property damage, personal injury, or death caused by negligence, recklessness, or
intentional wrongful conduct of Franchisee or its contractors or subcontractors arising
from the construction, operation, maintenance or repair of the FTTP Network or
Network Facilities, or Franchisee's exercise or enjoyment of the rights granted by this
Agreement or the Franchise ("Claims"); provided, however , that indemnification
relating to personal injury of employees will not apply to any Claims made by City's
employees that are covered under applicable workers' compensation laws.
6.2. Notice of Claims. City will give prompt written notice to Franchisee of any Claim or
threatened Claim no later than thirty (30) calendar days after City receives written
notice of the action, suit, or proceeding. City's failure to give the required notice will
. not relieve Franchisee from its obligation to indemnify City unless, and only to the
extent, that Franchisee is materially prejudiced by such failure.
6.3. Defense. Franchisee will have the right at any time, by notice to City, to participate in
or assume control of, the defense of the Claim with counsel of its choice, which
counsel must be reasonably acceptable to City. City agrees to cooperate fully with
Franchisee and City will have the right to participate in the defense at its own
expense. If Franchisee does not assume control or otherwise participate in the
defense of any Claim, Franchisee will be bound by the results obtained by City with
respect to the Claim. If Franchisee assumes the defense of a Claim, then in no event
will Franchisee cause the City to admit to any liability with respect to, or settle,
compromise or discharge, any Claim against the City without the City's prior written
consent.
7. L imitation of Liability. EXCEPT FOR FRANCHISEE' S INDEMNITY OBLIGATIONS SET
FORTH IN SECTION 6 HEREOF, NEITHER PARTY WILL BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE
DAMAGES IN CONNECTION WITH THIS AGREEMENT. THE PARTIES
ACKNOWLEDGE THAT THIS LIMITATION WILL BE SUBJECT TO AND MAY BE LIMITED
BY APPLICABLE STATE LAW.
8. Performance Bond. If Franchisee has not previously provided City with a performance bond
under any prior agreement, Franchisee will, promptly after the Effective Date, provide City
with a performance bond in the amount of Two Hundred Fifty Thousand dollars ($250,000),
naming City as obligee and guaranteeing Franchisee's faithful performance of its obligations
under this Agreement. The performance bond will remain in full force during the Term of this
Agreement. At Franchisee's election, any performance bond previously provided by
Franchisee to City and associated with its state or local video service franchise may be
applied to its obligations, in whole or in part, under this paragraph.
9. Insurance.