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selected by CenturyLink to represent the City and/or the Commission, Century Link shall pay, <br />from the date such separate representation is required forward, all reasonable expenses incurred <br />by the City or the Commission in defending itself with regard to any action, suit or proceeding <br />indemnified by CenturyLink. Provided, however, that in the event that such separate <br />representation is or becomes necessary, and City or the Commission desires to hire a counselor <br />any other outside experts or consultants and desires CenturyLink to pay those expenses, then <br />City and/or the Commission shall be required to obtain CenturyLink's consent to the engagement <br />of such counsel, experts or consultants, such consent not to be unreasonably withheld. <br />Notwithstanding the foregoing, the parties agree that the City or Commission may utilize at any <br />time, at its own cost and expense, its own attorney or outside counsel with respect to any claim <br />brought by another franchised cable operator as described in this agreement. <br />The provisions of this agreement shall not be construed to constitute an amendment of the <br />cable communications franchise ordinance or any portion thereof but shall be in addition to and <br />independent of any other similar provisions contained in the cable communications franchise <br />ordinance or any other agreement of the parties hereto. The provisions of this agreement shall not <br />be dependent or conditioned upon the validity of the cable communications franchise ordinance <br />or the validity of any of the procedures or agreements involved in the award or acceptance of the <br />franchise, but shall be and remain a binding obligation of the parties hereto even if the cable <br />communications franchise ordinance or the grant of the franchise is declared null and void in a <br />legal or administrative proceeding. <br />It is the purpose of this agreement to provide maximum indemnification to the City and <br />the Commission under the terms set out herein and, in the event of a dispute as to the meaning of <br />this Indemnity Agreement, it shall be construed, to the greatest extent permitted by law, to <br />provide for the indemnification of the City and the Commission by CenturyLink. This agreement <br />shall be a binding obligation of and shall inure to the benefit of, the parties hereto and their <br />successor's and assigns, if any. <br />Dated: <br />, 2015 <br />2 <br />QWEST BROAD D SERVICES, <br />INC. <br />By: <br />Its: <br />