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This AGREEMENT is dated u, of ,n..2#, "t Apr^, i ,2019 (,,Agreement,),and is by and befween the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illlnois, 60523 an Illinois municipal corporation ("Village,), and CHICAGO
COMMUNICATIONS LLC., 200 Span gler Aven ue, Elm hurst, Illinois 60126 (" Cons u ltanf ').
IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in the Agreement, and pursuant to the
Village's statutory powers, the parties agree as follows:
SECTION l. SCOPE OF SERVICES. The Village
retains the Consultant to perform, and the Consultant agrees to
perform, all necessary services to perform the work in
connection with the project identified below ("Seruices"),
which Services the Consultant shall provide pursuant to the
terms and conditions of this Agreement:
Public Works VHF Radio Network Repeater ConJiguration
and Mainlenance Projecl, as more fully described in the
uttached quotation #70793-00 ADD duted March 15, 2019
SECTION 2. TIME OF PERFORMANCE. The
Consultant shall perform the Services as mutually agreed upon
by the Village and Consultant ("Time of Performance").
SECTION 3. COMPENSATION.
A. Agreement Amount. The total amount
billed by the Consultant for the Services under this Agreement
shall not exceed 512,448.75, including reimbursable expenses,
without the prior express written authorization of the Village
Manager.
B. Taxes. Benefits. and Rovalties. Each
payment by the Village to the Consultant includes all
applicable federal, state, and Village taxes of every kind and
nature applicable to the Services as well as all taxes,
contributions, and premiums for unemployment insurance, old
age or retirement benefits, pensions, annuities, or similar
benefits and all costs, royalties, and fees arising from the use
of, or the incorporation into, the Services, of patented or
copyrighted equipment, materials, supplies, tools, appliances,
devices, processes, or inventions. All claim or right to claim
additional compensation by reason of the payment of any such
tax, contribution, premium, costs, royalties, or fees is hereby
waived and released by Consultant.
SECTION 4.REPRESENTATIONS OF
CONSULTANT. The Consultant represents and certifies that
the Services shall be performed in accordance with the
standards of professional practice, care, and diligence
practiced by recognized consultants in performing services of
a similar nature in existence at the Time of Performance. The
representations and certifications expressed shall be in
addition to any other representations and certifications
expressed in this Agreement, or expressed or implied by law,
which are hereby reserved unto the Village.
The Consultant further represents that it is financially solvent,
has the necessary financial resources, and is sufficiently
experienced and competent to perform and complete the
Services in a manner consistent with the standards of
professional practice by recognized consultants providing
services of a similar nature. The Consultant shall provide all
personnel necessary to complete the Services.
SECTION 5. INDEMNIFICATION: INSURANCE:
LIABILITY.
A. Indemnification. The Consultant proposes
and agrees that the Consultant shall indemnif, and save
harmless the Village against all damages, Iiability, claims,
losses, and expenses (including attorneys' fee) that may arise,
, or be alleged to have arisen, out of or in connection with the
Consultant's performance of, or failure to perform, the
Services or any part thereof, or any failure to meet the
representations and certifications set forth in Section 4 ofthis
Agreement.
B. Insurance. The Consultant acknowledges
and agrees that the Consultant shall, and has a duty to,
maintain adequate insurance, in an amount, and in a form and
from companies, acceptable to the Village. The Consultant's
maintenance of adequate insurance shall not be construed in
any way as a limitation on the Consultant's liability for losses
or damages under this Agreement.
C. No Personal Liabilitv. No elected or
appointed official or employee of the Village shall be
personally liable, in law or in contract, to the Consultant as the
result of the execution of this Agreement.
SECTION 6. GENERAL PROVISIONS.
A. Relationship of the Parties. The
Consultant shall act as an independent contractor in providing
and performing the Services. Nothing in, nor done pursuant
to, this Agreement shall be construed to: (l) create the
relationship of principal and agent, employer and employee,
partners, or joint venturers between the Village and
Consultant; or (2) to create any relationship between the
Village and any subcontractor of the Contractor.
B. Conflicts of Interest. The Consultant
represents and certifies that, to the best of its knowledge: (l)
no Village employee or agent is interested in the business of
the Consultant or this Agreement; (2) as of the date of this
Agreement, neither the Consultant nor any person employed
or associated with the Consultant has any interest that would
conflict in any manner or degree with the performance of the
obligations under this Agreement; and (3) neither the
Consultant nor any person employed by or associated with the
Consultant shall at any time during the term of this Agreement
obtain or acquire any interest that would conflict in any
manner or degree with the performance of the obligations
under this Agreement,
C. No Collusion. The Consultant represents
and certifies that the Consultant is not barred from contracting
with a unit of state or local govemment as a result of (l) a
delinquency in the payment of any tax administered by the
Illinois Department of Revenue unless the Consultant is
contesting, in accordance with the procedures established by
the appropriate revenue act, its liabilify for the tax or the
amount of the tax, as set forth in Section ll-42.1-l et seq. of
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; ot
(2) a violation of either Section 33E-3 or Section 33E-4 of
Article 33E of the Criminal Code of 196l,720 ILCS 5/33E-t
et seq. If at any time it shall be found that the Consultant
has, in procuring this Agreement, colluded with any other
person, firm, or corporation, then the Consultant shall be liable
to the Village for all loss or damage that the Village may
suffer, and this Agreement shall, at the Village's option, be
null and void.
D. Termination. Notwithstanding any other
provision hereof, the Village may terminate this Agreement at
any time upon l5 days prior written notice to the Consultant.
In the event that this Agreement is so terminated, the
Consultant shall be paid for Services actually performed and
reimbursable expenses actually incurred, if any, prior to
termination, not exceeding the value of the Services
completed.
E. Compliance with Laws and Grants.
Consultant shall give all notices, pay all fees, and take all
other action that may be necessary to ensure that the Services
are provided, performed, and completed in accordance with all
required governmental permits, licenses, or other approvals
and authorizations that may be required in connection with
providing, performing, and completing the Services, and with
all applicable statutes, ordinances, rules, and regulations,
including without limitation the Fair Labor Standards Act; any
statutes regarding qualification to do business; any statutes
prohibiting discrimination because of, or requiring affirmative
action based on, race, creed, color, national origin, age, sex, or
other prohibited classification, including, without limitation,
the Americans with Disabilities Acr of 1990, 42 U,S.C. $$
12101 et seq., and the Illinois Human Rights Act, 775 ILCS5/l-l0l et seq. Consultant shall also comply with all
conditions of any federal, state, or local grant received by the
Village or Consultant with respect to this Contract or the
Services. Consultant shall be solely Iiable for any fines or
civil penalties that are imposed by any governmental or quasi-
governmental agency or body that may arise, or be alleged to
have arisen, out of or in connection with Consultant's, or its
subcontractors, performance of, or failure to perform, the
Services or any part thereof. Every provision of law required
by law to be inserted into this Contract shall be deemed to be
inserted herein.
F. Default. If it should appear at any time that
the Consultant has failed or refused to prosecute, or has
delayed in the prosecution of, the Services with diligence at a
rate that assures completion of the Services in full compliance
with the requirements of this Agreement, or has otherwise
failed, refused, or delayed to perform or satisry the Services or
any other requirement of this Agreement (,,Event of
Default"), and fails to cure any such Event of Default within
ten business days after the Consultant's receipt of written
notice of such Event of Default from the Village, then the
Village shall have the right, without prejudice to any other
remedies provided by law or equity, to (l) terminate this
Agreement without Iiability for further payment; or (2)
withhold from any payment or recover from the Consultant,
any and all costs, including attorneys' fees and administrative
expenses, incurred by the Village as the result ofany Event of
Default by the Consultant or as a result of actions taken by the
Village in response to any Event of Default by the Consultant.
G. Assisnment. This Agreement may not be
assigned by the Village or by the Consultant without the prior
written consent of the other party.
H. Notice. All notices required or permitted to
be given under this Agreement shall be in writing and shall be
delivered: (l) personally; (2) by a reputable overnight courier;
or by (3) by certified mail, return receipt requested, and
deposited in the U.S. Mail, postage prepaid. Unless otherwise
expressly provided in this Agreement, notices shall be deemed
received upon the earlier of: (a) actual receipt; (b) one
business day after deposit with an overnight courier as
evidenced by a receipt of deposit; or (c) three business days
following deposit in the U.S. mail, as evidenced by a retum
receipt. Notices and communications to the Village shall be
addressed to, and delivered at, the following address:2
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attention: Jim Fox, tTS Director
Notices and communications to the Consultant shall be
addressed to, and delivered at, the following address;
Chicago Communications, LLC.
200 Spangler Avenue
Elmhursr, lllinois 60126
Attention: Cindy Glashagel, principal
I. rrYaiver. Neither the Village nor the
Consultant shall be under any obligation to exercise any ofthe
right granrcd to them in this Agreemenr excepr as it shall
determine to be in its best interest from time to time. The
failure of the Village or the Consultant to excrcise at any time
any such rights shall not be deemed or construed as a waivcr
of that right, nor shall the failure void or affect the Village's or
the Consultanfs right to enforce such rights or any other
rights.
J. Third Partv Bcncllcien. No claim as a
$ird pary beneficiary under this Agrecment by any person,
firm, or corporation shall be made or be valid against ttri
Village.
AT
K. Cor0lcts: Erhiblas. If any rerm orprovision in this Agrecment conflicts wifh any lerm or
provision of an attachment or exhibit to this Agrerment, $e
terms and provisions of this Agreement shall confol.
!. Governins lrwg. This Agreement and fre
rights of Owner and Consultant under this Aleemenr shall be
interpreted according to the intemal laws, bW not the conflicr
of laws rules, of the State of lllinois; the venue for any legal
action arising in connection with this Agrecment shati beh
the Circuit Court of DuPage County, Illinois.
M.
Co+gultsnt. The Consulranr ackno*tedges that-iiIlffi
performing the Services for the Village under this Agrecmen(
have access, or be directly or indirectly exposd to
Confidential lnformation. The Consultanr sirall hold
confidential all Confidential Information and shall not disclosc
or use such Confidential lnformalion without the express prior
written conscnt of the Village. The Consrltant shall use
reasonable measures at least as stricl as those the C-onsulunt
uses to protect its own confidential information. Such
measures shall include, without limitation, requiring
employees and subcontractors of the Consultant to execut€ a■o■‐disclosure agreement before obtahing access tO
Conttdential lnforrnation.
F. Ginex, Village
CHlCACO COMMuNICAT10NS,LLC.AllLST:BTit
EXHIBIT A
O″0″#η 793-θ θ ИDD″″′lrar`,′,,2θ r"4
Chicago Colnlnunica■ons政
200 SPANCLER AVE
ELMEIUttu9r,L6012`
6304832‐3311ぐ
“
L)630‐田2‐7599 CA洵
To: VLge or 03k BrOok
Jh Fo=
1200 0ok Brook Rd
Oま Br●●k,IL 605325"
630-368-501n F諄 : 600‐990‐7434
C●瞑●ct:Jh Fo PLom:1630)368‐S174
WL ARE PLEA鋤 "QL70m YOU AS ЮLЮ WS
PACE l
Quqぃ コoN・ SA、い_1理 迎夢
QUOTE NO. 70793‐00 ADD
DATE: 3′15′19
TERMS: 剛 30
D…Y:
Ю:H口 "re_Q..|●N●・●n●●rroponhe a ttChe dert.
田
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SLR3000 BASE
AD,VIIF136‐174M田 厖
ADD:VI「Duplger 144‐1611MHz
PRESELECrOR
Ⅵ層REI,INE
Rptr Dett8 Warr Fidd 24暉 Syr
Progmmnth8
lostJ∥atlon
: UNrr ttCB :
1 3,463,75 ,
1 3,20S.00
1 1,035.00
1 3'S,00
1 300.00
1 2,100.00
560.00
140,00
70TAL
3,463.75
3,205.00
1,03S.00
375.00
300.00
2,100,00
560.00
140.00
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olt●ヱ薇S StjB:●CT TO nt,P"ド ●&■AM閉 口"C AND“しES TAX:●ハロ
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BY Todd Nicalm 5550 電 LEPHONE
■出s QuoT^τ I銀 ∝曖 ヽ●TC碑 詢 Ttt A～ヽL鵬 ONttR ttS StOヽ じp●Y VOu OIR CLtaNT SEE TERMSA●●C"Dl':い ●●mし
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P.0,N●.り 、 _ _____ _ _ ―一 ―― ―‐ ― ‐一 ―‐― …～‐―――‐――
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Sa′鰯 800o001-3223議轟購団
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200 Sp●ngler Ave・
am∥urat lL 60126
6‐83知 11
ACCO12●NAB
Vi■lage of oak Brook
ACCOLWr NUM田 颯
409360o
DⅣ01Ct DAπ
3/13/19
1 1ヽ VO:C8NuM●●R nl■C,:醸 oRDeR
11両 滝薩柔薄~‐｀~1 1~ ~ ‐ ‐ ~
l l コih ,6美 ^trrl:o●
:zA籠
ACCOllNr ACm
w/o No. r 315231 Rcccived: 3/03/t9 Repairedr 3/04/L9
serial No.: *rr-31623t/oL onl!/r,oclVehlcLe:
Hhile Rich was doing PM,s for PW he fould arr lBsue
wlEb ! remote
worked on getElrlg tshe remotes !o recelve the
moblle and porcable radioa.
Found lnt.ermlttent rcv audlo tO remotes. Cleaned
and adjusEed audlo level pot on comparacor cornand
module. Rsv audio now good. AIao cuBtomer
conplalned ot int,ermlttent. communications vrith
portables in building. Certaln rooms are shelter
locatlons causlng no or poor rf in Ehose rooms.
Other rooms in buiLdlng have good
communications . NoEif ied cuaEomer
Sub Total:
LT●、■D:E99974381・ 03 TaxeS=
Total Due:
凛●lM OIE I
770.00 1
Returned= 3/05/19
Labor: 770.00
770,00
.00
770,00
TOTAL DU2 3V
4/12/■9ISP・・ld M“stee CuStOmer Feedback cal1 630‐332‐331l opし n 6
1 Bllling lnqu■ries cal1 630-832-331l optn‐3Cltld at ou ntr rlb{c w.cffiaae.ca
An Equal Oporatnl/Ufv,;dive Actloa Fnployer
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200 Sp●●gler Av●.E:mh口
"、
L60126
-324311
PI●"●●le●●●a●ぃy.H.`α
働競中 Com●1口 曝tt●●●・LIC
Vi■■age of oak Brook
Attn: Account8 Payab■e■200 0ak Brook Rd
Oak Brook ェL 60523‐2255
Plats &bcl lhltp*$m qd..nawilh)ry FrMl
ACOUNT NDIE
Vlllage of Oak Brook
A―UNr NI MIIER
4093600
WOtt NMEER
309567
|―路珊 p摯 聖||だヽ10UNT DUE
770,00 1
AltOuNT l・ AID
Chicago Communicationぉ LLC
ATIW, ACα )【凛rS RECEIVABLE
200 SPANGLER AVE.
EL嗣 購URST IL. 60■26
r‐……‐―‐‐‐―¨‐‐l r ~‐ ‐‐~―――――‐一 ――ヽ… ………1 ■ ‐‐~～~……~ ‐ 一 ―一 ‐´^^―・ ―^^一 ――～ヽ 一 “´ ‐
Quutt No,707'3-Oll
V]L3●。『Oak Br∞kPAGE 2
DATE1 3′15rl,
SlllPが ЩB&H80dlhg
CrRAND TOTAL:
30.00
11,258,75
thlcago
Cornmunications暉
Saler 800‐83′‐3223翻罰機駿
OrY I D-ON I UNrr PRICE I TOTA】´|1 11,173.75
く勇縣薫1_.。ns嘔
“…"h―-0-―・
2041 Spa■81er Ave.
Eimhurst,IL 6C1126
630‐332‐3311
ACCOじ Nr、AME
Village of oak BroOk ACCOtttT NUWIBER
4093600
INV〈》ICC DATE
3/■5/■9PRO」ECT: 513 Vi■lage of oak Brook
SHOP: EYmI Chicago communications LLC
D-J-e.g4-aus!]
Radlo Sys!.m Repalr -
Radio Reprlr - Mer'19
ACCOllNT ACTnaTY
rebl■9 (ref: 工nv♯309242)
{ref: Invキ 309567) ●11‐
ToLal Amount
Sales Tax
BaLance Due
Pr■ce
420.00
770.00
1■,258。75
12′448 75
00
12,448,75
gLR8000 Ba6e & opt,ions {ref: e/o*?0293}
lL Tax ID:B9997・ 4381・ 03
TOTAL DEE Bヽ ′
4/14/19S
回ロ 日 Chql out our mrv rrblllc r*f,.cllicorrrr.cod
ln L\ual Oppornnity/Alfirmot ive A ction Efiployet
Speclal lr{esrngc|く質縣薫h∥。ns嘔
200 Sp3ogler Ave,
E:mhur31 1L 60126
630‐832●311
Plaase dsnc* this potlion (nd raum vith W WvmnL
ACCOT NT :iA.\tE
Viliage of Oak Brook
1ヽ VO:C,NUM:3ER
309639
PA:D
ACCOUNT NUMttR
4093600
AMOtハ r DUE
12′448,75
Plerx mk. chrli Fyrbh lo:
Chk.rgo Cornolunlcrtlorr, Llf
vilIage of oak Brook
AEtn: Accounts Payable
i20C Oak Brock Rd
Cak ts!ook IL 60523-2255
Chicago commュ nications LLC
ATTN: ACCOUNTS RECEI｀′ABLE
200 SPANGLER AVE.
ELMHURST IL 60126
田
d〔貿頭L認 h口 出購
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3mhttIL 601X630‐●31:
rcqowr lllrrtE
vlllage of oak Brook …
NtlhtBER
4093600 …
mtW
2′20ノ ■'NOC・ ―"|10う
'12 1
mTAl`0田 じ3V
3/30′19
W′O NO.: 3■6098
……一・ 「…………
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ACCOIJNT ACnVFFY
Received: 2′26′19 Rep●lred: 2′27/19
serial N●.| ●●●‐3■60'8ノ 0■uniし ノLoc′VehiCle:
Pll rrdio tyrEcm vlEb lntcrolttant f:r tud Rx
flent to oak Brook. oot accGu to ch. abaltGr. R.rd
thc publlc rorkg rrdlo. Scclng th.t tbl! ia a
elrplcx cbanncl , Programcd rry PorErblc for Eba
rrre tr.qEcrcy .nd PL. lbl€ to tx .Dd r, YlEh Lbc
f,ubuc i.orkt r.dlo. Tc.tcd thlt audlo lt able Eo
go lrm lbe radlo co thc co,aaolc lnllds oar( brook
pd. rorkltrg. ?cttcd rcmotc! .rG eblc !o bcrr eudlo
lron r-rdtlo!. Talkad to arltn Por a.bouc t,lc surrcnD
contlgnrratlon ard xhat the problco Eay b€, tound r
loole conncctlo fron Ehr line out port of tha
ad1o. urde rnothc! colrrrcsto!. l6stcd uorlting.
Llurned:
Lrbor:760.00
sub ToEa13
rLTs tli Egtt,l!01{0 ?.xe!:
TOEAI DUC:
f . t'J'
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I
fl I * 'fo tc- I
760.00
.00
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lsD.rldltc.rlc CulEoncr Fe.dbrck c.II 630'832-3311 oPtn-6 I
I - Bllllng rnqu{rle. call 6!0-3!2'3311 optn-3 I
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n frt [l N cL.t-cF!...E.lilt,e W
Pbr. d.radt h, prtru d ''aa vill1a, ,.tant,
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鵬●叫 lL 601%
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ACCOIHr MBtF.
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4093600 …“
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Vlllage of Oak Brook
Atin: Accountt h.Yable
12oo Or:( Brook Rd
Oak Brook nr 60523-2255
Chlcego cqliluolcaclorr3 LLc
ATIII; lGlOtuTB RBCBIVABITB
2OO SPAIGLEA AvE.
B1lOltn6r rL. 60125
hicago
Communications ,'.
200 Spanlger Ave - Elmhurst, lL 60126
Standard Terms and Conditions of Sale
1.Scope. Chicago Communications LLC ("Seller") will sell to the Villaqe of Oak Brook
("Customer"), and Customer will purchase from Seller, the equipment, parts, software, or services
related to the equipment (e.g. installation) described in Seller's Equipment List and Statement of
Work (SOW) dated _W_ ("Proposal"). These terms and conditions, together with the
Proposal, comprise the "Agreement." Customer may indicate its acceptance of this Agreement by
signing below or by issuing a purchase order that refers to either the Proposal or to a Customer
solicitation to which the Proposal responds. Only these terms and conditions apply to the
transaction, notwithstanding any inconsistent or additional terms and conditions contained in the
purchase order or Customer solicitation.
2. Price and Payment Terms. The Contract Price is U.S. $12.448.75 exclusive of
applicable sales, use, or similar taxes and freight. Chicago Communications LLC ordering
procedures and Payment Terms are enclosed. Customer will make payments to Seller within thirty
(30) days after the invoice date. All freight charges will be pre-paid by Seller and added to the
invoices, when applicable. Title and risk of loss to equipment or parts will pass to Customer upon
shipment. Seller will pack and ship all equipment, parts or software in accordance with good
commercial practices.
STANDARD PAYMENT TERMS:
100%- upon completion of the project
3. Software. Any software owned by a third party ("Non-Chicago Communications LLC
Software") is licensed to Customer in accordance with the standard license, terms, and restrictions
of the copyright owner unless the owner has granted to Seller the right to sublicense such software.
Seller makes no representations or warranties of any kind regarding such Software.
4. Express Limited Warrantv and Warranty Disclaimer. All Third Party Equipment is
warranted under manufacturers warranty for a period in accordance with the Proposal. Seller
warrants that the equipment and parts under normal use and service are free from material defects in
material and workmanship. These warranties do not apply to: defects or damage resulting from use
of the equipment in other than its normal, customary, and authorized manner; defects or damage
occurring from misuse, accident, liquids, neglect, or acts of God; defects or damage occurring from
testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not
provided or authorized in writing by Seller; breakage of or damage to antennas unless caused
directly by defects in material or workmanship; defects or damage caused by Customer's failure to
comply with all applicable industry and OSHA standards; equipment that has had the serial number
removed or made illegible; freight costs to ship equipment or parts to the repair depot; scratches or
other cosmetic damage to equipment surfaces that does not affect the operation of the equipment;
and normal or customary wear and tear. These express limited warranties are extended by Seller to
the original user purchasing the products for commercial, industrial, or governmental use only, and
are not assignable or transferable. If Customer gives notice of a valid warranty claim before the
expiration of the warranty period, Seller will (at its option and at no additional charge to Customer)
repair the defective product or replace it with the same or equivalent product. Such action will be
the full extent of Seller's liability hereunder. Repaired or replaced product is warranted for the
balance of the original applicable Warranty Period. All replaced products or parts will become the
property of Seller. THESE WARRANTIES ARE THE COMPLETE WARRANTIES AND ARE
GTVEN IN LIEU OF ALL OTHER WARRANTIES. SELLER DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR TMPLIED, INCLUDING THE IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. Delays and Disputes. Neither party will be liable for its non-performance or delayed
performance if caused by an event, circumstance, or act of a third party that is beyond a party's
reasonable control (a "Force Majeure"). Each party will notify the other if it becomes aware of a
Force Majeure that will significantly delay perfornance.
The parties will try to settle any dispute arising from this Agreement (except for a claim relating to
intellectual property or breach of confidentiality provisions) through good faith negotiations. If
necessary, the parlies will escalate the dispute to their appropriate higher-level managers. If
negotiations fail, the parties will jointly select a mediator to mediate the dispute and will share
equally the mediation costs. Neither party will assert a breach of this Agreement without first
giving the other party written notice and a thirty (30) day period to cure the alleged breach.
6. LIMITATION OF LIABILITY. Except for property damage, personal tnju.y or death,
Seller's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or
otherwise, will be limited to the direct damages recoverable under law, but not to exceed the
purchase price of the products or services for which losses or damages are claimed. SELLER
WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE,
TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO
OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE PRODUCTS, OR THE
PERFORMANCE OF SERVICES BY SELLER PURSUANT TO THIS AGREEMENT. No action
for breach of this Agreement or otherwise relating to the transactions contemplated by this
Agreement may be brought more than one year after the accrual of such cause of action. This
limitation of liability will survive the expiration or termination of this Agreement.
7. Confidential lnformation and Preservation of Proprietary Riehts. If any information
marked "Confidential" is provided by one party to the other, the receiving party will maintain the
confidentiality of such information and not disclose it to any third party; take necessary and
appropriate precautions to protect such information; and use such information only to fuither the
performance of this Agreement. Confidential information is and shall remain the property of the
disclosing parly, and no grant of proprietary rights as it relates to the confidential information is
given or intended to be given to the Customer by the Seller. Any copynght owner of Software, and
any third party manufacturer own and retain all of their respective proprietary rights in the
equipment, parts and software, and nothing herein is intended to restrict their proprietary rights.
This Agreement does not grant any right, title or interest in Seller's or Third Party proprietary
rights, or a license under any patent or patent application.2
8. Non-solicitation. During the term of this Agreement and continuing for a period of two
(2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or
recommend employment to any third party of any employee of CHICOMM or its subcontractors
without the prior written authorization of CHICOMM. This provision applies only to those
employees of CHICOMM or its subcontractors who are responsible for rendering services under
this Agreement. If this provision is found to be overly broad under applicable law, it will be
modified as necessary to conform to applicable law.
9. Government Contractine lnformation. CHICOMM and subcontractor shall abide by
the requirements of 4l CFR $$ 60-1.4(a), 60-300.5(a) and,60-741.5(a). These regulations prohibit
discrimination against qualified individuals based on their status as protected veterans or individuals
with disabilities, and prohibit discrimination against all individuals based on their race, color,
religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations
require that covered prime contractors and subcontractors take affirmative action to employ and
advance in employment individuals without regard to race, color, religion, sex, sexual orientation,
gender identity, national origin, protected veteran status or disability. CHICOMM and
subcontractor shall abide by the employee notice requirements set forth in 29 CFR Part 471,
Appendix A to Subpart A.
10. Miscellaneous.Each party will comply with all applicable federal, state and local
laws, regulations and rules concerning the performance of this Agreement or use of the products.
Customer will obtain and comply with all FCC licenses and authorizations required for the
installation, operation and use of the products. This Agreement and the rights and duties of the
parties will be governed by and interpreted in accordance with the laws of the State in which the
products are installed. This Agreement, and the Proposal, the ordering procedures, and the Payment
Terms, constitute the entire agreement of the parties regarding this transaction, supersede all
previous agreements and proposals relating to this subject matter, and may be amended only by a
written instrument executed by both parties. Seller is not making, and Customer is not relying
upon, any representation or warranty except those expressed herein. There are no certifications or
commitments binding Seller applicable to this transaction unless they are in writing and signed by
an authorized signatory of Seller.
Seller:
By: Chicago Communications" LLC
Name and Title:
Principal
Date:
Signature
By
Na