Boards & Commissions Supporting Documents - 01/28/2020 - Board of TrusteesAwardlng Agenry: Village of OakBrook Type of Contract: Marketlng Services
Department: Administration Program/Account Number: 1 71- 13600
Awarded Contract Prlce: $54,000 Budgeted Amount: $419,216
Under $20,000
2o,ooo - $500,000
500.001 - $1,000,000
Over $1,000,000
2020 Hotels of Oak Brcol Martltlng PlanlscMces
Datet l-L-
Date: l- l] - zoZo
Datet I-G_N
REVIEW OFCONTRACTS
Three (3) Originals signed by other party
Orlginal provlded to staff member for other party
Original provided to Offlcial Files
Out"/IriU.tJ (
S
Date/Inltlab{{rS
Date: l-17 -?47o
Date/Initials N&,
Village of Oak Brook I Approved by Board of Truste€s - Date/lnitials:_
Name:
ExhibitA
AGREEMENT FoR ADVERTISING & ITIARKETING
eer"eeN?=rtJ#.E[[=f oF=#H?=*%o*ono
POINT B COMIIUNICATIONS
Lllis asrge_ln-enl("Agreement) is made as of this 14th day of January 2020 by and between the
Village of Oak Brook ("Mllage') and Point B Communications (.Agenty').
wHEREAS, the village contains a large number of hotels, restaurants, enlertainment venues and
retail sales facilities (collectively the "Attractions,); and
WHEREAS, the Village desires to advertise, market and promote the Attractions to the general
public; and
WHEREAS, the Mllage desires to engage the Agency and the Agency desires to be engagedbytheVillagetoadvertise, market and promote the Attractions-pursuant to the termi 6t mii
Agreement; and
NOW THEREFORE in consideration of the mutual covenants and conditions containedhereinandothergoodandvaluableconsideration, the receipt of sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1 . The foregoing preambles are restated and incorporated herein by reference as though
fully set forth herein.
2. Tcrm of Agreement: This Agreement shall be in effect for twelve months beginning
January '1, 2020. This Agreement is subject to termination as ou ined in thiiAgre6ment.
3. Fees.
a Monthly Retainer: The following monthly retainer fees shall apply for the Village
under this Agreement for the Agency Services (as defined iir'Sedion 4 of th-is
Agreement): ^$
4,500
for Agency Services (as ilanned) per month beginning
January 1,
2021..through
December 31,2020. The Agency shall submit rionthf
invoices to the Village in an approved format for the Monthly Retainer for the prior
month. The Village shall pay to the Agency the amount billed within 30 days ifter
its receipt and approval of such an invoice unless the retainer fees are dilputed.
The Agency shall not bill the Village for, and the Village shall not pay or reiniburse
the Agency for, any costs and expenses incuned by the Agehcy in providing
Agency Services without the prior written authorization of ttre Vittag6 Manager. "
Expenses:. Notwithstanding anything in Section 2.a of this Agreement to the
99ltrary, th_e Mllage shall reimburse the Agency for its out-of-pocket expenses('
Expenses') such. as printing, postage, lettershop, illustrations, photolraphy,
shipping, color and digital outputs, messenger service, supplies and miteriati,
presentation boards and travel provided that (i) the Agency obtains prior approval
ftom the Village of a plan of the type of expenses it will incur during the Tenir'of the
Agreement; and (ii) the total Expenses reimbursed by the Villag; do not exceed
419,216.00 (as planned). The Mllage shall pay to th-e Agencyihe amount billed
for Expenses within 30 days after its receipt and approval of suih an invoice unless
the Expenses are disputed.
4c Taxes, Benefits, and Royalties: All amounts billed by the Agency, including the
retainer amount, includes all applicable federal, state, and local taxes of every kind
and nature applicable to the Agency 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 on, or the incorporation into, the Agency Services, of patented or
copyrighted equipment, materials, supplies, tools, appliances, devices, processes,
or inventions. Any 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 the Agency.
d Records: The Agency shall maintain records showing the actual time devoted,
Expenses, and costs incuned to provide the Agency Services, and shall permit the
Mllage to inspect and audit all data and records of the Agency for work done
pursuant to this Agreement. The records shall be made available to the Village at
reasonable times during the term of this Agreement, and for one year after
termination of the Agreement.
e Additional Services: The Agency acknowledges and agrees that the Village shall
not be liable for any costs incuned by the Agency in connection with any services
provided by the Agency that are outside the scope of this Agreement (.Additional
Services"), regardless of whether such Additional Services are requested or
directed by the Village, except upon the prior written mnsent of theVillage.
Agency Services: The following are the services to be provided by the Agency pursuant
to the terms of this Agreement (collectively, 'Agency Services'):
a Account Management Services: The Agency shall provide a designated team of
marketing professionals ('Account Team") to ensure sound strategic direction and
general account management including ongoing research (not including the
utilization of outside research firm), planning, strategy, consultation, monitoring of
business conditions and competitive set as well as the development of an
lntegrated marketing communication plan and overall budget monitoring forecast.
Account management services include continual evaluation of marketing
initiatives, preparation of a semi-annual findings report plus modifying plans based
on the findings report, as well as needs and market condition changes. The
Account Team shall also serve as the Village's primary day-today liaison to the
Agency for all communication and reporting from meetings, conference calls as
well as weekly and/ or monthly status reports. ln addition, the Account Team shall
provide coordination of files and miscellaneous requests from Hotels of Oak Brook
partners. The Account Team personnel shall be primarily responsible for carrying
out the Agency Services on behalf of the Agenry. The Account Team personnel
shall not be changed without the Village's prior written approval. The Agency shall
provide all personnel necessary to complete the Agency Services. The Agency
shall notify the Village as soon as practicable prior to terminating the employment
of, reassigning, or receiving notace of the resignation of, any Account Team
personnel. The Agency shall have no claim for damages and shall not bill the
Village for additional time and materials charges as the result of any portion of the
Agency Services which must be duplicated or redone due to such termination or
for any delay or extension of the time of performance as a result of any such
termination, reassignment, or resignation.
eAnalyses and Assessment: The Agency shall thoroughly familiarize itself with the
Village's products and/or services, their respective markets, competitors, business
environment, overall marketing evaluation and Village needs assessment.
Research and Strategic Planning: The Agency shall devote sufficient time and
attention to properly evaluate the Village's needs, determine strategic direc.tion and
to summarize and convey findings and recommendations to the Mllage. The
Agency shall also determine market penetration, segment reach and distribution
vehicles. This does not include the utilization of outside research firms, if required,
or requested by the Mllage. Advance written approval shall be obtained from the
Village before using any outside research support resources
Media Management:
i Research: All media research fees for all retainer fee agreements are
waived and considered fee inclusive. Research results for all media
evaluations are reported by summary report that includes the Agency's
recommendation. Media research ls available for all primary market
segments and other niche markets.
i Planning: The Agency shall develop a comprehensive annual media plan
for the Village and update the plan on an ongoing basis. All media plans
shall be designed to conform to the budget of the Village as outlined .. All
media selected for purchase shall be negotiated at the lowest possible rate
for each participating project.
1 Call Screening: The Agency shall accept media calls on behalf of the
Village and report any qualified media opportunities on a regularbasis.
Accounting: The Agency shall provide accounting services for retainer, project and
media billing and reconciliation. The Agency shall serve as a liaison between
media and produciion vendors for accurate billing. This includes fielding vendor
inquiries and any Village billing questions.
Executive Staff Consultation: The Agency's Principal and Executive Creative
Director shall provide time as necessary for planning and strategic creative
development in collaboration with the Account Team and the Village.
Media Placement: The Agency shall execute media placement for the Mllage at
the lowest available net rates.
9Subcontractors:
a Approval and Use of Subcontractors: The Agency shall perform the Agency
Services with its own personnel and under the management, supervision, and
control of its own organization unless otherwise approved in advance by the Village
in writing. All subcontractors and subcontrac.ts used by the Agency shall be
acceptable to, and approved in advance by, the Village. The Village's approval of
any subcontractor or subcontract shall not relieve the Agency offullb
responsibility and liability for the provision, performance, and completion of the
Agency Services as required by this Agreement. All Agency Services performed
under any subcontract shall be subject to all of the provisions of this Agreement in
the same manner as if performed by employees of the Agency. For furposesofthisAgreement, the term 'Agenc/ shall be deemed alsb to iefer to all
subcontractors of the Agency, and every subcontract shall include a provision
binding the subcontractor to all provisions of this Agreement.
b Removal of Personnel and subcontractors: lf any personnel or subcontractorfailstoperformtheAgencyServicesinamannersatisfactorytotheMllageand
consistent with commonly accepted professional practices, the Agency shall
immediately upon notice from the Mllage remove and replace such pLrsohnel or
subcontractor. The Agency shall have no claim for damages, for compensation in
excess of the amount contained in this Agreement, or for a delay or eliension of
the time of performance as a result of any such removal or repla&ment.
6. Confidentiality:
bConfidential lnformation: The term "Confidential lnformation" shall mean
lnfgm.ratrgl in the possession or under the control of the Mllage relating to the
technical, business, or.corpomte affairs of the Village; Vilhgl propefi; user
information, including, without limitation, any information pertaining to usaga of the
Mllag€'s _computer syslem, including and without limitation, iny inf6rmation
obtained from server logs or other records of electronic or machine ri;adable form;
the Mllage's cuslomers, methods of operation, and marketing plan; and the
existence of, and terms and conditions of, this Agreement. Mllig'e Confidential
lnformation shall not include information that can be demonstrat;d: (1) to have
been dghtfully in th-e possession of the Agency from a source other thanttie Village
prior to the time of disclosure of such information to the Agency pursuant to fliis
Agreement ('Time of Disclosure'); (2) to have been in the public bomain prior to
th-e Time of Disclosure; (3) to have become part of the public domain after tlie Time
of Disclosure by a publication or by any other means except an unauthorized act
or omission or breach of this Agreement on the part of the Agency or the Village;
or (4) to have been supplied to the Agency afler the Time of Disclosure with6ui
re-striction by a third party who is under no obligation to the Village to maintain such
information in confidence.
No Disclosure of Confidential lnformation by the Agency: The Agency
acknowledges that it shall, in performing the Ageniy Servicei foritre Vttage-unOe'r
this Agreement, have access, or be direc{y or indirectly exposed, to Co;fidential
lnformation. The Agency shall hold confidential all Cohfid6ntial lnformation and
shall not disclose or use such Confidential lnformation without the express prior
written consent of the Village. The Agency shall use reasonable measuies at least
as strict as those the Agency uses to proteci its own confidential information. Such
measures shall include, without limitation, requiring employees and subcontractors
of the Agency to execute a non- disclosure agreement beiore obtaining access to
Confidential lnformation.
7. Standard of Services and lndemnification:
Representation and Certification of Services: The Agency represents and certifies
that the Agency Services shall be performed in accordance with the standards of
profes-sional practice, care, and diligence practiced by recognized consulting firms
in performing services of a similar nature in existence at thetimea
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.
h lndemnification: The Agency shall, and does hereby agree to indemnify and save
harmless the Mllage against all damages, liability, claims, losses, ani expenses
including attorneys'fees) that may arise, or be alleged to have arisen, out of or in
connection with the Agency's performance of, or fiilure to perform, the Agency
Services or any part thereof, or any failure to meet the representationl ani
certifications set forth in Section 7.a of this Agreement.
c lnsurance: The Agency acknowledges and agrees that the Agency shall provide
certificates of insurance evidencing the minimum insurance coverdges and limits
set forth in Exhibit A attached to this Agreement within 10 days followlng the
Village's acceptance of this Agreement. Such policies shall be in form, and-from
companies, acceptable to the Village. The insurance coverages and limits set forth
Exhibit A shall be deemed to be minimum coverages and iimits and sha[ not be
construed in any_way as a limitation on the Agency,s duty to carry adequate
insurance or on contracto/s riabirity for rosses oi damages-under this coniraa.
The minimum insurance coverages and limits that shall be maintained at all times
while providing, performing, or completing the AgencyServices.
d \o Personal Liab_ility. No elected or appointed official or employee of the Village
shall be personally liable, in law or in contract, to the Agency ai the result of t[e
execution of this Agreemenl.
oivnership of Materials: All materials produced by the Agency or commissioned bythevillageunderthisAgreement, shall be the property of thL viilage and the Mllage lhall
have-exclusive ownership of those materials. lt is uiderstood thal work commissi6ned by
e f0.encV from th.ird party_ vendors including, but not limited to, photographers an6
lllustrators, may subject to different ownership and usage rights which inatt 6dbtermineoonacase-by-case basis. Notwithstanding the foregoing, work commissioned by the
Agency from third p€rty vendors for the Mllage shall piovidL the Village, at a minimum, aperpetual, inevocable non-exclusive right and license to use suCh work forMllagepurposes.
Consultant Agreement General Provisions:
Relationship of the Parties: The Agency shall act as an independent contractor in
providing and performing the Agency Services. Nothing in, nor done pursuant to,
this Agreement shall be construed: (1) to create the rJationship of principal and
agent, employer and employee, partners, or joint venturers betweeh the Village
and the Agency; or (2) to create any relationship between the Village and aiy
subcontractor of the Agency.
Conflict of lnterest: The Agency represents and certifies that, to the best ofitsknowledge: (1) no elecied or appointed Village official, employee or agent hasapersonalfinancialinterestinthebusinessoftheAgencyoiininisAgr;ement, or
has. personally received payment or other consider,tion ior this Agre6ment; (2) as
of the. date of.this Agreement, neither the Agency nor any pers-on employLd or
associated.with the Agency has any interest that would conflict in any manner or
degree with the performance of the obligations under this Agreement; and (3)
neither the Agency nor any person employed by or associatei with theAgeniyb
d.:I1l :] :lt tlq: during the term of this Agreement obtain or acquireanyinterestrnarwourdconfrictinanymannerordegreewiththeperformanceoftheofiigationsunderthis
Agreement.I9_Cgli:19";.The Agency represents and certifies that the Agency isnotbanedrromcontractingwithaunitofstateor _local government ai a result of: (1)
i lglillencV in the..paymenr of any tax administEred by the titinois Oepartme'ni
J f.I?ll:tll!"?J rhe Agency is contesting, in accordance with the
procedures esraDrrshed by the.appropriate revenue act, its riabirity for the tax or thdamountoimerax' as set forth in seclion 11-42.. r-1 et seq. of the flinois Municiparcode, 65tlc? ?L1!2:1-l et seq.; or (2) a violation of eiiher seaion s3e-a or beaion 3'eE-4 of Articte 33E of the criminat code of 1961, 720 tlcs-5/33E_1 ei-;a.-iheAgency represents that the onry persons, firms, or *rpo,ationr interestedinthisAgreementasprinciparsarethilsediscrosedtottrevirLge-prior totheexecutionorrnrsAgreement' and that this Agreement is made without c6lusion withanyotherperson' firm, or corporation. rf at iny time it shafl be founJ that the agencyfias" inproairing this Agreement, colluded with any other person, firm, orcorporation, thenthe-Agency shalr be riabre to the vilage foiarr rosd o, oirao"'that theVilraoemavsuffer, and this Agreement shall, at ttr-e Vittage,s opiior, U" irfir"J'r-
oio."-'" "'',Termination: Notwithstanding any other provision hereof, eitheroartvmavrermrnarethisAgreementforanyreasonthree (3) months afrer the efLAije
st#1|".:P^rylgg d.1ys writren norice from one plriy to tre oitrlr party. tntheeventrnarrnrsAgreementissoterminated, the Agency shall be paid foi Ag;ncyServiCesactuallyperformedandreimbursableexp6nse3actually'incuned,-if ady, prioiiotermination, not exceeding the value of the Agency Si,rvicescompletid, whichshall be determined on pro-rala
basis.Compliance with Laws and
Grants:0Compliance with Laws: The Agency shall give all notices, pay all fees,
and il:.,?l_oll"t. action that may be necessary to ensure injtUreagencyservrcesareprovided, performed, and completed in accordancewith
ailrequired _.governmental permits, licenses, or other iJprovals
anO ll9^o_1rltlo1" ,that may be requhed in connection with
proviOing,penormrng, and compteting the. Agency Services, and withallipplicabiestatutes,..ordinances, rules, and rCgulaiions, including, wittrout
timitation:Lll{..?ry|,f_bl!,p*vaiting wage taws; the Fair LaborttandarOsaalanvstatutesregardingqualificationtodobusiness; any statutes
requirin!1*:lT,^9.t-"-bgrers of specified cta-sses; inv .tiiri"i
proniuitin!orscnmtnataon because of, or requiring affirmative aaion based on,
race;creed., color, national origin, age, sei, or other prohibited-
ilassification,i1c_fulin-gr without timitation, the Americans wtth Diiabifitiei Aii of 1g9O,
ai Y;9 9 SS 12101-et seq., and the ilinois Human nishti Act, iis rr_cS
slr_rur er seq. I he Agency shall also.comply with all conditions of any
federal,state, or local grant received by the Villige or the Agency withrespecttothis.Agreement or the Agency Services. Frrtn"i, in""nS";,.v .n"lt
nrr" "wrmen .sexuat harassment policy in compliance with Section 2-1OSoftheIllinoisHumanRights
Act.Liability for Noncompliance: The Agency shall be solely liable foranyfinesorcivilpenaltiesthatare
impoied -
by any govemmenial or
quasi-govemmental agency or body that may arise, 6r de alleged to
9arisen, out of or in connection with the Agency's, or any of its
subcontractors, performance of, or failure to perform, the Agency Services
or any part thereof.
i Required Provisions: Every provision of law required by law to be inserted
into this Agreement shall be deemed to be inserted herein.
Default: lf it should appear at any time that the Agency has failed or refused to
prosecute, or has delayed in the prosecution of, the Agency Services with diligence
at a rate that assures completion of the Agency Services in full compliance with
the requirements of this Agreement, or has otherwise failed, refused, ordelayedt9performorsatisfytheAgencyServicesoranyotherrequirementofihis
Agreement ('Event of Default'), and fails to cure any such Eveni of Default within
ten business days after the Agency's receipt of wriften notice of such Event of
Default from the Village, then the Mltage shall have the right, without prejudice to
any other remedies provided by law or equity, to pursue iny one or inoie of the
following remedies:
i Cure by Agency: The Village may require the Agency, within a reasonable
time, to complete or conect all or any part of the Agency Services that are
the subject of the Event of Default; and to take any br all other action
neessary to bring the Agency and the Agency Services into compliance
with this Agreement.
i Tcrmination of Agreement by Village: The Mllage may terminate this
Agreement without liability for further payment of am6unts due or to
become due under this Agreement after the effective date oftermination.
1 Withholding of Payment by Mllage: The Village may withhold fromanypayment, whether or not previously approved, or may recover from thi:
Agency, any and all costs, including attorneys, fees and administrative
expenses, incuned by the Mllage as the result of any Event of Defauh by
the Agency or as a result of actions taken by the Village in response to any
Event of Default by the Agenry.
No Additional Obligation: The Parties acknowledge and agree that the Village is
under no obligation under this Agreement or otherwise to negotiate or enteiinto
any other or additional contracts or agreements with the Agency or with any vendor
solicited or recommended by the Agency
10
h Mllage Authority: Notwithstanding any provision of this Agreement, any
negotiations or agreements with, or representations by the Agency to, vendor!
shall be subject to the approval of the Village. For purposes oi this Seaion 9.H,'
vendors" shall mean entities engaged in subcontracts for the provision of
additional services directly to the Village. The Village shall not be liable toanyvendor.or third party for any agreements made by the Agency without thi
knowledge and approval of the Village.
i. Mutual Cooperation: The Mllage agrees to cooperate with the Agency intheperformanceoftheAgencyServices, including meeting with the -
Agency
andprovidingtheAgencywithsuchnon-confidential information that the Mlhg6 may
have that may be relevant and helpful to the Agency,s performance of the Agenc!
Services. The Agency agrees to cooperate with the Vil;ge in the performanci an6
completion ofthe Agency Services and with any other cdnsultanti engaged by the
Village.
i News Releases: The Agency shall not issue any news releases, advertisements,
or other public statements regarding the Agencf services without the priorwritten
consent of the Village Manager.
General Provisions:
a Amendment. No amendment or modification to this Agreement shall be effective
until it is reduced to writing and approved and execu'ied uy ttre vittage inJ ir,eAgencyinaccordancewithallapplicablestatutoryprocedures.
b Assignment. This Agreement may_not beassigned by the Village or by the Agency
without the prior written consent of the other party.
c Binding Effect. The terms of this Agreement shall bind and inure to the benefit of
the Mllage, the Agency, and their agents, successors, and assigns.
d Notice. All notic€s required or permitted to be given under this Agreement shall be
in writing and shalr be derivered (1) personafly, (2) by a reputabre-ovemight courier,
9I _by (q) by certified mait, return receipt requested, and'deposited in t-heU.S. Mail, postage prepaid. Unless otheruise expressly provided inthisAgreement, notices shall. be deemed received upon the earlier of: (a) actuJl
receipt; (b) one business day after deposit with an overnight courier, as ividenced
by a receipt of deposit; or (c) four business days followinj deposit in ttre U.S. maii,
as evidenced by a return receipt. By notice complying with th6 requirements ofthisSection8.D, each party shall have the righi io ihange the address or the
addressee, or both, for all future notices and communica-tions to the other party,
but no notice of a change of addressee or address shal be effective untir aciuarlf
received.
Notices and communic€ltions shall b€ addressed to, and delivered at, the
following address:
To Village:
To the Agency:
Mllage of Oak Brook
Attn: Mllage Manager
1200 Oak Brook Road
Oak Brook, lllinois 60523
Fax: 630-360-5027
Point B Communications
600 W. Fulton, Suite 710
Chicago, lllinois 60661
Faxi 312-867-7751
Third Party Beneficiary. No claim as a third party beneficiary under this Agreement
by any person, firm, or corporation shall be made or be valid against thelillage.
Provisions Severable. lf any term, covenant, condition, or provision of this
Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the provisions shall remain in full force and effect
and shall in no way be affected, impaired, orinvalidated.
Time. Time is of the essence in the performance of all terms and provisions of this
Agreement.
Calendar Days and Time. Unless otherwise provided in this Agreement, any
reference in this Agreement to "day' or 'days" shall mean calendai days and not
business days. lf the date for giving of any notice required to be giv-en, or the
performance of any obligation, under this Agreement falls on a Saturday, Sunday,
or federal holiday, then the notice or obligation may b€ given or performed on the
next business day afrer that Saturday, Sunday, or federal holiday.
Governing Laws. This Agreement shall be govemed by, construed and enforced in
accordance with the internal laws, but not the conflicts of laws rules, of the State
of lllinois; venue for any action related to this Agreement will be in the Circuit Court
of DuPage County, lllinois.
Authority to Execute.
1. The Village. The Village hereby warrants and represents to the Agency that
the. persons executing this Agreement on its behalf have been properly
authorized to do so by its corporate authorities.
2 The Agency. The Agency hereby wanants and represents to the Village
that the persons executing this Agreement on its behalf have the full aid
complete right, power, and authority to enter into this Agreement and to
agree to the terms, provisions, and conditions set forth in this Agreement
and- that all legal actions needed to authorize the execution, delivery, and
performance of this Agreement have been taken.
Entire Agreement. This Agreement constitutes the entire agreement betweenthepartiestothisAgreementandsupersedesallprioragreenientsandnegotiations
between the parties, whether written or oral, rdlating io the subjec{ mader of this
Agreement.
Waiver. Neither .the Village nor the Agency shall be under any obligationtoexerciseany.of the rights granted 10 them in this Agreement exiept ai itshalldeterminetobeinltsb€st interest from time to time. the failure of tire MllageortheAgencytoexerciseatanytimeanysuchrightsshallnotbedeemjdorconstruedasawaiverofthatright, nor shall the faiLre void or affect the Vittage;"
or the Agency's right to enforceluch rights or any other rights.
9:ry1p. Unless othenivise provided in this Agreement, whenever the consent,
permrssion, authorization, approval, acknowledgement, or similar indicationoiassentofanypartyto.this Agreement, or of any d-uly authorized omcer, emjioyee,
agent, or representative of any party to this Agreement, ls requireO
in'tnis
1_S1,":llryll,I:_consent,
permission, authorizationl appiovi'i, acrndwedgement,
or stmflar tndication of assent shall be in miting.
Grammatical Usage and Construction. ln construing this Agreement, pronouns
include all genders and the plural includes the singulSr and ,ice versa.
lnterpretation. This.Agreement shal be construed without regard to the identityofthe. party who drafled the various provisions of this Agreerient. Moreover, each
i9 :y:ry
provision.of th.is Agreement shail be constrtLd as though alL pariiJsiomrs.Agreement participated equaly in the drafting of this Agreemint. As aresurtofthe _
foregoin-9., any rure or conitruction that i documeit is to beconstruedagainstthedraffingpartyshallnotbeapplicabletothisAgreement.
Headings. The headings,.tifles, and captions in this Agreement have beeninsertedontyrorconvenienceandinnowaydefine, limit, extend, or describe the s"opeorintentofthisAgreement.
lig-ltsjymu!?tive. Untess.expressty provided to the contrary in this Agreement,
each and every one of the rights, remedies, and benefris providei bythijAgreementshallbecumurative
nd
shafl not be excrusive ot !^v "
tt"iiig;i",remedies, and benefits allowed by law.
ISIGNATURE PAGEFOLLOWS]
L
Fhettrthh execu A9
t401wF,