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• ! V <br /> 13. INDEMNIFICATION. The Provider shall indemnify and save harmless the <br /> Municipality and all contractors, officers, employees and representatives thereof from all <br /> claims, demands, causes of action, copyright action, liability,judgments, costs and expenses or <br /> losses for injury or death to persons or damage to property owned by, and Worker's <br /> Compensation claims against any parties indemnified herein, arising out of, caused by, or as a <br /> result of the Provider's construction, lines, cable, erection, maintenance, use or presence of, or <br /> removal of any poles, wires, conduit, appurtenances thereto, or equipment or attachments <br /> thereto. The Provider, however, shall not indemnify(1) the Municipality for any liabilities, <br /> r damages, cost and expense resulting from the willful misconduct or gross negligence of the <br /> Municipality, its officers, employees and agents or(2) third parties for any activity or function <br /> conducted in connection with any access channel or any emergency messages under Section 11 <br /> C. <br /> 14. INSURANCE. Unless otherwise specified in an agreement entered into pursuant <br /> to this Chapter, providers shall comply with the insurance requirements of Chapters 37 and 39 <br /> of the Municipal Code, as well as the requirements of any agreement entered into pursuant to <br /> this Chapter 42. <br /> 15. ASSIGNMENT. <br /> A. A Provider may not assign or transfer its Franchise Agreement or Competitive Video <br /> Service Agreement or any interest therein, without the prior consent of the Municipality, which <br /> consent shall not be unreasonably withheld or delayed. <br /> B. A change in the actual working control of the Provider shall be considered a "transfer" <br /> and shall not take place without the prior written consent of the Municipality. Such consent shall <br /> not be unreasonably withheld or delayed. <br />