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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__. II��/I�III • The CITY has all necessary power and authority ta en#er this Agreement and to perform all af its obligations hereunder. • This Agreement has been duly and validly authorized,executed and delivered by the CITY and constitutes its valid and binding obligation. • In performing its abligations hereunder,the CITY will cornply with ali laws, rules and regulations af all gavernmental badies having jurisdiction. � The CITY holds al!required regulatory authorizations and permits to provide the Services identified herein. ARTICLE 14—DISCLAIMER OF WARRANTY 7.4.1 Except for express warranties set forth in the Agreement the CITY disdaim al!express ar implied warranties, including without limitatian,warranties af title, nan-infringement, merchantability,or fitness for a particular purpose. Except as expressly set forth in the Agreement,customer assumes tatal responsibility for use of the services. !n additian to any other disclaimers of warranty stated in the Agreement,the C1TY makes no warranty,guarantee,or representation,express or implied,that aN security threats and vulnerabilities will be detected or that the performance af the services wiN render Customer's systems invufnerable to security breaches.Customer is responsible fpr Custamer's own network security policy(including applicab(e firewall and Network Address Translatian (NAT} policies) and security response procedures. ARTICLE 15—LIMITATION OF LIABILITY 15.1 Neither Party,their affiliates, agents,or contractors shail be liable for any indirect,incidentai, special, reliance, punitive, ar cansequential damages or far any loss of, or cost to recover, data, use, business, revenues, prafits,or goodwill relating to the services perfarmed under this Agreement, or any action ar omissian relating ta third parties, regardless af the legai theory under which such liabiiity is asserted. Neither Party shall be liabie for loss or damage or deemed to be in breach of this Agreement due to such Party's failure or delay af performance,whoily or in part, under this Agreement. Any Customer c(aims relating to this Agreement must be brought within sixty(60) days follawing the end of the term or terrrrination. ARTICLE 16—f.IMITATlQN C}F SERVICE 16.1 Notwithstanding any other provision in this Agreement,this Agreement applies only to services provided directly ta the Customer far the Customer's use.These provisions shall not apply to offerings by the Customer for services to third parties. This Agreement does not constitute a joint undertaking far the furnishing of any service to customers or ather third parties of the Customer. Services pravided to the Custorner under this Agreement may be connected to other facilities between certain locations and thereby constitute a partian of end-to-end service furnished by the Customer to its custorners or third parties. The CITY daes not undertake to offer any services to any person ar entity other than the Customer.