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9.2.2 Customer recognizes that the CITY is sharing the same communication infrastructure
<br /> and connectivity("Network")that the Customer is using under this agreement. The
<br /> CITY has a vested interest in maintaining high reliability in the network and will use its
<br /> best resources and efforts to maintain a goal of 100% network availability with the core
<br /> components of the network. In the event the CITY is unable to resolve an outage
<br /> within a 24 hours period,the CITY will be found to be in Default and the Customer may
<br /> terminate the Services and this Agreement upon written notice to the CITY. Any
<br /> termination shall not relieve Customer of its obligations to pay all charges incurred
<br /> hereunder prior to such termination.
<br /> ARTICLE 10-IMPOSITIONS
<br /> 10.1 All charges for the Services are exclusive of any Impositions (as defined below). Except for taxes
<br /> based on CITY's net income, Customer shall be responsible for payment of all applicable taxes that arise
<br /> in any jurisdiction, including,without limitation,value added, consumption, sales, use,gross receipts,
<br /> excise, access, bypass,franchise fees, rights of way fees or charges, license or permit fees, or other
<br /> taxes,duties,fees, charges or surcharges(including regulatory fees), however designated, imposed on
<br /> incident to,or based upon the provision, sale,or use of the Services("Impositions"). Such Impositions
<br /> may be shown on invoices as cost recovery fees. If Customer is entitled to an exemption from any
<br /> Impositions, Customer is responsible for presenting the CITY with a valid exemption certificate in a form
<br /> reasonably acceptable to the CITY. The CITY will give effect to any valid exemption certificate provided
<br /> in accordance with the foregoing sentence to the extent it applies to any Service billed by the CITY to
<br /> Customer following the CITY's receipt of such exemption certificate. Customer shall indemnify,defend
<br /> and hold the CITY harmless from payment and reporting of all such Impositions, including costs,
<br /> expenses, and penalties incurred by the CITY in settling, defending or appealing any claims or actions
<br /> brought against the CITY related to,or arising from,the non-payment of Impositions.
<br /> ARTICLE 11—CONFIDENTIALITY
<br /> 11.1 Each party, including its agents and subcontractors,to this Agreement may have or gain access
<br /> to confidential data or information owned or maintained by the other Party in the course of carrying out
<br /> its responsibilities under this Agreement. Each party recognizes and acknowledges that the Parties are
<br /> each subject to the laws of the State of Illinois and the Freedom of Information Act and, as such,will
<br /> comply with the provisions of the Act as required by law. Customer information, unless clearly marked
<br /> as confidential and exempt from disclosure under the Illinois Freedom of Information Act, shall be
<br /> considered public.Any request for documents related to this Agreement shall be provided to the other
<br /> Party in sufficient time for an objection to disclosure of the requested documents to be made. No
<br /> confidential data collected, maintained,or used in the course of performance of the Agreement shall be
<br /> disseminated except as authorized by law, either during the period of the contract or thereafter.The
<br /> Parties must return any and all confidential data collected, maintained,created or used in the course of
<br /> the performance of the Agreement, in whatever form it is maintained, promptly at the end of the
<br /> Agreement, or earlier at the request of either Party,or notify the Party of its destruction. The foregoing
<br /> obligations shall not apply to confidential data or information lawfully in the receiving Party's possession
<br /> prior to its acquisition from the disclosing Party, received in good faith from a third-party not subject to
<br /> any confidentiality obligation to the disclosing Party, now is or later becomes publicly know through no
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