R2007-95 AUTHORIZING AGREEMENT - Laserfiche WebLink

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(5) That this Agreement and the subject matter hereof is subject to the attorney client privilege and the exemption contained at Section 7(1)(n) of the Illinois Freedom of Information Act, 5 ILCS 140/1 et seq. (6) That injunctive relief is the only appropriate relief to prevent any Party to this Agreement from disclosing or using the Information in violation of this Agreement. II. Joint Defense In the event Cable Company (or its affiliate, legal successor or assignee to its Cable Franchise Agreement with Municipality) initiates a suit, complaint or administrative proceeding against Municipality on the basis that the Competitive Video Service Agreement, by its terms, gives rise to a claim for breach of the Cable Franchise Agreement between Cable Company and Municipality, violates Section 11-42-11, violates 47 U.S.C. §§ 541(a)(3) or 541(b), violates the First, Fifth or Fourteenth Amendments of the United States Constitution or is preempted under the Supremacy Clause of the United States Constitution ("Cable Company Claim"), AT&T Illinois agrees as follows: (A) To defend Municipality, subject to the following: (1) AT&T Illinois shall, at its expense, control the direction and management of Municipality's defense, including selection of legal counsel, consultants and testifying experts, tactical and strategic decisions affecting the litigation, including settlement thereof as provided in Section II.(B) of this Agreement, provided that in no event shall AT&T Illinois enter into any settlement of such litigation without Municipality's consent where (a) the settlement might create precedent affecting future Municipality operations or liability, or (b) when involvement of Municipality, and its consent to such settlement, is otherwise mandated by law�or (c) where such settlement would serve to reduce the consideration to be received bv Municipalitv from AT&T or Cable Companv. Where Municipality's consent to settlement is required, it shall not be unreasonably withheld. (2) Municipality shall notify AT&T Illinois as soon as practical of any suit, claim, process, or other action, including potential suits, claims or process, which is a matter covered by this Agreement of which Municipality is aware, and in no event delay such notice to AT&T Illinois such that Municipality's rights in any matter covered by this Agreement, or the rights of AT&T Illinois pursuant to this Agreement, are prejudiced. Municipality shall, as soon as practical following receipt or otherwise obtaining possession, provide to AT&T Illinois copies of all documents and things pertaining to any matter covered by this Agreement, and make originals available for inspection, review, 4