R2020-154 Resolution Authorizing a Memorandum of Understanding Agreement and Associated Sales Order with Decatur Macon County Opportunities Corporation to obtain Internet Access through the City of Decatur Fiber Network

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official) under any bankruptcy, insolvency, or other similar law(each such event shall be a "Customer Default"). 9.1.2 In the event of a Customer Default,the CITY may suspend Services to Customer until Customer remedies the Customer Default,or the CITY may terminate this MOU and/or any or all the Services being provided hereunder. The CITY may at its sole option, but without any obligation,cure a non-monetary breach at Customer's expense at any point and invoice Customer for the same. These remedies are in addition to and not a substitute for all other remedies contained in this MOU or available to the CITY at law or in equity. 9.2 CITY Default. 9.2.1 CITY is in default of this MOU if the CITY fails to cure any non-monetary breach of any material term of this MOU within thirty(30) days of receiving written notice of the breach from Customer("CITY Default"). 9.2.2 Customer recognizes that the CITY is sharing the same communication infrastructure and connectivity("Network")that the Customer is using under this agreement. The CITY has a vested interest in maintaining high reliability in the network and will use its best resources and efforts to maintain a goal of 100% network availability with the core components of the network. In the event the CITY is unable to resolve an outage within a 24 hours period,the CITY will be found to be in Default and the Customer may terminate the Services and this Agreement upon written notice to the CITY. Any termination shall not relieve Customer of its obligations to pay all charges incurred hereunder prior to such termination. ARTICLE 10-IMPOSITIONS 10.1 All charges for the Services are exclusive of any Impositions(as defined below). Except for taxes based on CITY's net income,Customer shall be responsible for payment of all applicable taxes that arise in any jurisdiction, including,without limitation,value added,consumption,sales, use,gross receipts, excise, access, bypass,franchise fees, rights of way fees or charges, license or permit fees, or other taxes, duties,fees,charges or surcharges(including regulatory fees), however designated, imposed on incident to, or based upon the provision, sale, or use of the Services ("Impositions"). Such Impositions may be shown on invoices as cost recovery fees. If Customer is entitled to an exemption from any Impositions, Customer is responsible for presenting the CITY with a valid exemption certificate in a form reasonably acceptable to the CITY. The CITY will give effect to any valid exemption certificate provided in accordance with the foregoing sentence to the extent it applies to any Service billed by the CITY to Customer following the CITY's receipt of such exemption certificate. Customer shall indemnify, defend and hold the CITY harmless from payment and reporting of all such Impositions, including costs, expenses,and penalties incurred by the CITY in settling, defending or appealing any claims or actions brought against the CITY related to,or arising from,the non-payment of Impositions.