|
and copying by AT&T Illinois, legal counsel and consulting or testifying
<br /> experts, or others who may facilitate the defense of Municipality
<br /> consistent with the terms of this Agreement. AT&T Illinois shall keep
<br /> Municipality informed of proceedings for which it is providing
<br /> Municipality its defense in any matter covered by this Agreement, to
<br /> provide Municipality copies of all pleadings, briefs and memoranda of
<br /> law filed with the court, orders, documents and things (or the right to
<br /> inspect and review documents and things at Municipality's election),
<br /> and deposition transcripts. Municipality may, to the extent consistent
<br /> with the requirements to preserve legal privilege, and at its own
<br /> expense with respect to attorneys' fees and cost, attend and participate
<br /> in communications concerning matters covered by this Agreement by
<br /> its Municipal Attorney or other designated representative.
<br /> (3) Municipality agrees to cooperate in its defense and to timely respond
<br /> to all requests for assistance in its defense by AT&T Illinois and legal
<br /> counsel, including but not limited to searching for, identifying and
<br /> producing all responsive or relevant documents, information and things
<br /> in Municipality's possession, custody or control;, identifying and making
<br /> available employees, consultants and representatives of Municipality
<br /> for interview, preparation for testimony, provision of declarations and
<br /> affidavits, and testimony; and to otherwise comply with terms of this
<br /> Agreement.
<br /> (4) Municipality agrees to undertake all necessary actions, and that it shall ''
<br /> not fail or omit to do anything prudent or necessary to preserve, assert
<br /> and/or support all statutory, regulatory, common law and equitable
<br /> defenses, exemptions and immunities available to it in any matter
<br /> covered by this Agreement, including but not limited to governmental
<br /> and quasi-governmental immunity, limitation of liability provided by 47
<br /> U.S.C. § 555, contractual limitations of liability, and all exceptions,
<br /> waivers and grounds for variance provided for by state and federal law
<br /> relative to Municipality's franchise authority and cable franchise
<br /> agreements.
<br /> (5) Municipality agrees AT&T Illinois, and counsel representing
<br /> Municipality, may assert in Municipality's defense, that AT&T Illinois, its
<br /> network, its IP-enabled video product, and video programming offered
<br /> by AT&T Illinois, are not subject to a requirement, under the Municipal
<br /> Code and ordinances of Municipality, Section 11-42-11 , and/or Title VI,
<br /> to enter into a local franchise agreement with Municipality. Municipality
<br /> further agrees that AT&T Illinois, and counsel representing
<br /> Municipality, may assert in Municipality's defense, all facts, arguments
<br /> and claims necessary to establish such a defense. Municipality further
<br /> agrees AT&T Illinois, and counsel representing Municipality, may
<br /> assert in Municipality's defense, that AT&T Illinois's construction,
<br /> 5
<br />
|