R2020-144 Resolution Authorizing a Memorandum of Understanding Agreement and Associated Sales Order with Baby Talk, Inc. to obtain Internet Access through the City of Decatur Fiber Network

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Memorandum of Understanding This Memorandum of Understanding("MOU"), is made effective as of 0(10�.r �, 20±9z U ("Effective date") by and between the City of Decatur, an Illinois Municipal Corporation,with an address of 1 Gary K.Anderson Plaza, Decatur, IL 62523 ("CITY") and Baby TALK, Inc. ("Customer"). Each may be referred to herein as a "Party" and collectively as the"Parties". ARTICLE 1-GENERAL 1.1 Agreement Structure. The purpose of this MOU is to provide general terms, conditions and a framework within which Customer may from time to time purchase certain transport, dedicated internet access and coloration services ("Services")from CITY for the Customer's sole use. The MOU and Service Order(s) (as defined in Section 1.2 below)and any other attachments incorporated therein shall collectively be referred to as the "Agreement". 1.2 Orders for Services. Customer may request the CITY to provide Services by submitting a Service Order on a form provided by the CITY from time to time ("Service Order") in accordance with the procedures set forth in this Agreement. Customer acknowledges and agrees that they are solely responsible for the accuracy of all Service Orders and other information that it provides to the CITY. Each accepted Service Order shall incorporate by reference, and shall be subject to,the terms and conditions of this Agreement. Service Orders shall clearly set forth the term, pricing, service type and location(s), monthly recurring charge ("MRC"), non-recurring charge ("NRC"),and any additional specific terms for the Services. All Service Orders shall be subject to acceptance by the CITY. 1.3 Order of Precedence. In the event of an express conflict between a term(s) of this MOU and/or Service Order, precedence will be given in the following order: (a)the Service Order but solely with respect to the Service covered by that Service Order and provided that an authorized representative of the CITY has executed such Service Order; and (b)this MOU. 1.4 Acceptable Use Policy. Customer agrees to be bound by CITY's Acceptable Use Policy which set forth in Exhibit A(attached hereto and incorporated as reference)when utilizing the CITY Fiber Network in fulfillment of active service orders from the Customer. ARTICLE 2-TERM 2.1 MOU Term. This MOU shall be in effect for a period of Three (3)years from the Effective Date ("Initial Term") unless terminated earlier as otherwise provided for in this MOU,and shall automatically renew for one (1)year periods thereafter(each a "Renewal Term" and together with the Initial Term, shall be referred to as the "Term") until either Party notifies the other Party of its intent not to renew the MOU at least sixty(60)days prior to the end of the Initial Term or any Renewal Term. Notwithstanding the foregoing, in the event that any Service Order remains in effect following such termination,this MOU shall govern and continue in effect with regard to such Service Order until the termination of such Service Order. 2.2 Service Order Term. The term of each Service Order shall commence on the Service Activation Date for such Service and continue for the period of time specified in that Service Order("Service