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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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. ARTICLE 17-LIMITATIONS 17.1 To the extent permitted by law, Customer shall indemnify and hold harmless the CITY, its agencies, officers, employees, agents and volunteers from any and all costs,demands, expenses, losses, claims, damages, liabilities, settlements and judgments, including in-house and contracted attorneys' fees and expenses, arising out of: (a) any breach or violation by the Customer of any of its certifications, representations,warranties, covenants or agreements; or (b)any actual or alleged death or injury to any person, damage to any property or any other damage or loss claimed to result in whole or in part from Customer's negligent performance. The Parties agree to reasonably cooperate with each other in the defense of any third-party claim and agrees that the Party in the litigation will have full control and authority over the defense and any settlements. ARTICLE 18—FORCE MAJEURE 18.1 Notwithstanding anything to the contrary contained in this Agreement 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 if such failure or delay of performance is due to causes beyond such Party's reasonable control ("Force Majeure Event"), including but not limited to: acts of God,fire,flood,explosion, storm or other catastrophic event; strikes or work stoppages; lockouts; acts of any government authority or of any civil or military authority including regulatory mandates; national emergencies; cable cut(s); sabotage; insurrections; riots; wars; and unforeseen acts of third Parties that cannot be avoided by acts of due care. Any delay resulting from a Force Majeure