R2019-101 Resolution Authorizing a Memorandum of Understanding Agreement and Associated Sales Order with Crossing Healthcare to Obtain Internet Access through the City of Decatur Fiber Network

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ARTICI.E 21—C�NFIDENTIA�ITY 11.1 Each party,including its agents and subcontractors,to this Agreemer�t may have or gain access to canfidential data or information owned or maintained by the other Party in the course of carrying out its responsibilities under this Agreernent. Each party recagnizes and acknowledges that the Parties are � each subject to the laws of the State of Illinois and the Freedom of Information Act and, as such,will comply wi#h the provisions of the Act as required by law.Customer infarmation, unless cieariy marked as canfidentiai and exempt fram disclosure under the Iilinois Freedom of Information Act, shall be considered pubiic.Any request far dacuments related to this Agreement shali be provided to the other Party in sufficient time for an abjection to disclosure of the requested documents to be made. No confidentia!data collected, maintained,or used in the course of performance of the Agreement shaf!be disseminated except as autharized by law, either during the period of the cantract or thereafter.The Parties must return any and all confidentiaf data colfected, maintained,created or used in the course of the performance of the Agreement, in whatever form it is maintained, promptly at the end of the Agreemen#,or earlier at the request of either Party,or notify the Party of its destructian. The foregoing obligations shall not apply to confidential data or information lawfully in the receiving Party's possession prior to its acquisition from the disclosing Party, received in goad faith fram a third-party not subject to any confidentiality obligation to the disclosing Party, naw is or later becomes publicly know thraugh no breach of canfidentiality obligatian by the receiving Party,or is independently developed by the receiving Party without the use or benefit af the disclosing Party's confidential information. ARTICLE 12—CUSTOMER'S REPRESENTATI(7NS AND WARRANTIES 12.1 Customer both represents and warrants each of the follawing: • It has all necessary power and authority to enter#his Agreernent and to perform ali of its obligations hereunder and to manage and contral and ensure each individual or entity that Cus#omer authorizes, permits or allows ta access to the related services and equipment or facilities also complies with#he terms of this Agreement in exercising such individual's access. • This Agreement has been duly and validly authorized,executed and delivered by Customer and constitutes its valid and binding obligation. • In performing its obligations hereunder, Customer will comply with all laws, rules and regulatians of all governmentaf bodies having jurisdiction.Customer acknowledges that it is salely responsible for being aware of,and in compliance with,these applicable laws, rules and regulations, and that the CITY shall not be liable ar responsibfe for Customer's failure ta camply. • Customer holds all required regulatory authorizations and permits to perform this Agreemen# according to its terms. • Customer's obligations under this Agreement do nat conflict with any ather agreement. ARTICLE 13—GITY REPRESENTA710N5 AND WARRANTIE5 13.1 The CITY represents and warrants the follawing: