R2022-224 Resolution Authorizing a Memorandum of Understanding Agreement and Associated Sales Order with ICAT Training Foundation to obtain Internet Access through the City of Decatur Fiber Network

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19.5 Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable, or void,the Parties shall negotiate in good faith to agree on a substitute provision that is legal and enforceable and is as near as possible consistent with the intentions underlying the original provision. If the remainder of this Agreement is not materially affected by such declaration or finding and is capable of substantial performance,then the remainder shall be enforced to the extent permitted by law. 19.6 Interpretation.The construction of this Agreement shall not be construed against the Party causing its preparation but shall be interpreted on the basis of the plain meaning of the terms used which have been reviewed by both Parties in consultation with their respective counsel. Any provision of this Agreement officially declared void, unenforceable,or against public policy, shall be ignored and the remaining provisions shall be interpreted, as far as possible,to give effect to the Parties' intent. All provisions that by their nature would be expected to survive, shall survive termination. 19.7 Modifications.The CITY may have the need to modify the service or business aspects of this Agreement from time to time due to changes in service or availability and reserves the right to do so. The CITY shall provide 30 days prior written notice to Customer of any modification adopted by the CITY. The CITY will not change any legal terms and conditions in this agreement without the prior approval of Customer. 19.8 Assignability.Customer may not assign this Agreement or any of its obligations, duties or burdens arising hereunder,without the CITY's consent. A transfer or assignment in violation of this Section 19.8 shall constitute a material breach of this Agreement. CITY will not assign this Agreement, in whole or in part,to a private entity without the prior written consent of Customer. Notwithstanding the foregoing, Customer may assign this Agreement to any person or entity to whom Customer conveys title to Customer's premises without CITY's prior consent to the sale or assignment of this Agreement. CITY will require any entity this agreement is being transferred to complete a new MOU Agreement and Sales Order. CITY will terminate original Agreement and transfer the service to the new tenant without service interruption. 19.9 Remedies.The rights and remedies of the CITY hereunder shall not be mutually exclusive, i.e., the exercise of one (1)or more of the provisions hereof shall not preclude the exercise of any other provision hereof.Customer acknowledges, confirms and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof,the respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy. Nothing contained in this Agreement shall limit or affect any rights at law or by statute or otherwise for a breach or threatened breach of any provision hereof, it being the intent of this provision to clarify that the respective rights and obligations of the Parties shall be enforceable in equity as well as at law or otherwise. 19.10 Entire Agreement.This Agreement and all applicable Service Orders consists of all the terms and conditions contained herein which articulate the full and complete understanding of the Parties pertaining to the subject matter of this Agreement. This Agreement supersedes any prior or subsequent understandings, proposals, representations, discussions, and/or agreements(oral or written), absent a specific reference therein superseding this Agreement.