R2022-52 Resolution Authorizing a Memorandum of Understanding Agreement and associated Sales Order with the Howard G. Buffett Foundation to obtain Internet Access through the City of Decatur Fiber Optic Network

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breach of confidentiality obligation by the receiving Party, or is independently developed by the receiving Party without the use or benefit of the disclosing Party's confidential information. ARTICLE 12—CUSTOMER'S REPRESENTATIONS AND WARRANTIES 12.1 Customer both represents and warrants each of the following: • It has all necessary power and authority to enter this Agreement and to perform all of its obligations hereunder and to manage and control and ensure each individual or entity that Customer authorizes, permits or allows to access to the related services and equipment or facilities also complies with the terms of this Agreement in exercising such individual's access. • This Agreement has been duly and validly authorized,executed and delivered by Customer and constitutes its valid and binding obligation. • In performing its obligations hereunder,Customer will comply with all laws, rules and regulations of all governmental bodies having jurisdiction. Customer acknowledges that it is solely responsible for being in compliance with,these applicable laws, rules, and regulations, and that the CITY shall not be liable or responsible for Customer's failure to comply. • Customer will comply with all required regulatory authorizations and permits to perform this Agreement according to its terms. • Customer's obligations under this Agreement do not conflict with any other agreement. ARTICLE 13—CITY REPRESENTATIONS AND WARRANTIES 13.1 The CITY represents and warrants the following: • The CITY has all necessary power and authority to enter this Agreement and to perform all of 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