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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• The CITY has all necessary power and authority to enter this Agreement and to perform all 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 obligations hereunder,the CITY will comply with all laws, rules and regulations of all governmental bodies having jurisdiction. • The CITY holds all required regulatory authorizations and permits to provide the Services identified herein. ARTICLE 14—DISCLAIMER OF WARRANTY 14.1 Except for express warranties set forth in the Agreement the CITY disclaim all express or implied warranties, including without limitation,warranties of title, non-infringement, merchantability, or fitness for a particular purpose. Except as expressly set forth in the Agreement, customer assumes total responsibility for use of the services. In addition to any other disclaimers of warranty stated in the Agreement,the CITY makes no warranty,guarantee, or representation,express or implied,that all security threats and vulnerabilities will be detected or that the performance of the services will render Customer's systems invulnerable to security breaches. Customer is responsible for Customer's own network security policy(including applicable firewall and Network Address Translation (NAT) policies) and security response procedures. ARTICLE 15—LIMITATION OF LIABILITY 15.1 Neither Party,their affiliates, agents,or contractors shall be liable for any indirect, incidental, special, reliance, punitive,or consequential damages or for any loss of, or cost to recover, data, use, business, revenues, profits,or goodwill relating to the services performed under this Agreement,or any action or omission relating to third parties, regardless of the legal theory under which such liability is asserted. Neither Party shall be liable for loss or damage or deemed to be in breach of this Agreement due to such Party's failure or delay of performance,wholly or in part, under this Agreement. Any Customer claims relating to this Agreement must be brought within sixty(60)days following the end of the term or termination. ARTICLE 16—LIMITATION OF SERVICE 16.1 Notwithstanding any other provision in this Agreement,this Agreement applies only to services provided directly to the Customer for 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 for the furnishing of any service to customers or other third parties of the Customer.Services provided to the Customer under this Agreement may be connected to other facilities between certain locations and thereby constitute a portion of end-to-end service furnished by the Customer to its customers or third parties. The CITY does not undertake to offer any services to any person or entity other than the Customer.