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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Term"), unless terminated earlier as otherwise provided for in this Agreement. Thereafter, unless otherwise stated in the Service Order,the term of each such Service Order shall automatically renew for one (1)year periods (each a "Service Renewal Term") pursuant to the terms of the Agreement until terminated by either Party upon thirty(30) days written notice prior to the end of the Service Term or the then current Service Renewal Term; provided, however,that Customer shall continue to be responsible for payment to the CITY for the Services to be terminated through the end of the thirty(30) day notice period plus any early termination charges which may apply. Customer will not receive notice of a Service Term or Service Renewal Term expiration date. After the Service Term and during any Service Renewal Term,the CITY reserves the right to increase rates for any services provided thereunder upon at least thirty(30)days' notice. ARTICLE 3—SERVICE ORDER PROCEDURE 3.1 To order a Service,Customer must execute a Service Order provided by the CITY. Customer may order additional Services from time to time by executing additional Service Orders. Upon receipt of an executed Service Order,the CITY will either: (a) accept the Service Order by signing and returning it; or (b) request clarification of information on the Service Order; or(c) reject the Service Order.The CITY shall be under no obligation to accept a Service Order. 3.2 After installing a Service,the CITY will email an order completion notification to Customer to the email address designated by Customer. If Customer does not notify the CITY in writing within seventy- two (72) hours following receipt of the order completion notification that the Services do not conform to the CITY's specifications(with evidence of such non-conformance included in the notice),or if the CITY has not performed the testing ensuring compliance with service specifications listed in service order"Acceptance Testing" due to Customer's failure to satisfy any of its obligations under this MOU related to installation, or if Customer begins using the Service for any purpose other than testing,the Service shall be deemed accepted, and such date shall constitute the"Service Activation Date." ARTICLE 4—BILLING AND PAYMENT 4.1 Credit and Deposit. If requested by the CITY, Customer shall complete and submit CITY's standard credit application.The CITY may from time to time conduct a review of Customer's credit rating and payment history. The CITY may require Customer to pay a deposit before acceptance of a Service Order. Additionally,for any existing Services,the CITY may require (i)Customer to pay a deposit or(ii) an increase in the existing deposit, upon the failure of Customer to submit payment of any amount by the Due Date as a condition to the continued provision of such existing Services. The CITY shall refund any amount of deposit paid pursuant to this Section, less any amount for payments that Customer still owes to the CITY,when the CITY determines in good faith, based on Customer's credit rating and payment history,that such deposit is no longer necessary to ensure payment, but in no event later than after the termination of all Services and termination of this Agreement. 4.2 Billing Commencement. The CITY will commence billing and Customer shall be liable for payment for Services upon the Service Activation Date. 4.3 Invoicing and Payment Terms. The CITY will provide Customer with an annual itemized invoice, for the Services together with all other charges due. All amounts due the CITY are payable in full within thirty(30) days from date of invoice ("Due Date"). Invoice amounts not paid on or before the Due Date