2007-02-26 Council Agenda - Laserfiche WebLink

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for any liability or claims, resulting from acts or omissions proximately caused by AT&T's construction, operation, or maintenance of its IP Network, provided that the City shall give AT&T written notice of its obligation to indemnify the City within ten (10) days of receipt of the filing of a claim or action pursuant to this subsection. Further, AT&T agrees to indemnify the City, its officers, agents, and employees, in the event that any person or entity should bring a legal action to contest the legality or terms of this Agreement or allege that this Agreement constitutes a violation, breach, or claim under any agreement or franchise between the City and an incumbent cable franchisee, including but not limited to lawsuits by an incumbent pursuant to 47 U.S.C. §545 following a final decision by the City on any modification issues, if required. (2) With respect to AT&T's indemnity obligations set forth above, AT&T shall provide the defense of any claims brought against the City by selecting counsel of AT&T's choice to defend the claim, subject to the consent of the City, which shall not be unreasonably withheld. Nothing herein shall be deemed to prevent the City from cooperating with AT&T and participating in the defense of any litigation by its own counsel at its own cost and expense, provided, however, that after consultation with the City, AT&T shall have the right to defend, settle or compromise any claim or action arising hereunder, and AT&T shall have the authority to decide the appropriateness and the amount of any such settlement, subject to consent of the City if the City is to be bound by such settlement. In the event that the terms of any such settlement includes the release of the City and the City does not consent to the terms of such settlement or compromise, AT&T shall not settle the claim or action, but its obligation to indemnify the City shall in such event not exceed the amount of such settlement. (3) In determining the extent of indemnification required herein, the parties agree that the City shall be responsible for its portion of liability due from its own acts of negligence or willful misconduct for which the City is legally responsible, subject to any and all defenses and limitations of liability provided by law. (4) Nothing herein shall be deemed a waiver of the City's sovereign immunity or authorize or give rise to any claim of damages against the City by any party. 11. Notices. Any notice to be given under this Agreement shall be in writing and may be delivered to either Party personally, by e-mail, facsimile or by certified or registered mail with postage prepaid and return receipt requested, addressed as follows: If to City: City Manager City of University City 6801 Delmar Boulevard University City, MO 63130