Website Maintenance for 2023 VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
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This AGREEMENT is dated as of the R day of 2023 ("Agreement"), and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illinois 523 an Illinois municipal corporation ("Village"), and LEOWIX,
LLC.,2598 E.Sunrise Blvd.,Fort Lauderdale,Florida,33304("Consultant").
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 1. SCOPE OF SERVICES. The Village SECTION 3. REPRESENTATIONS OF
retains the Consultant to perform,and the Consultant agrees to CONSULTANT. The Consultant represents and certifies that
perform, all necessary services to perform the work in the Services shall be performed in accordance with the
connection with the project identified below ("Services"), standards of professional practice, care, and diligence
which Services the Consultant shall provide pursuant to the practiced by recognized consultants in performing services of
terms and conditions of this Agreement: a similar nature in existence at the Time of Performance. The
representations and certifications expressed shall be in
Professional Service Agreement for onlyinoakbrook.com addition to any other representations and certifications
Website Maintenance,as more fully described in Exhibit A. expressed in this Agreement, or expressed or implied by law,
which are hereby reserved unto the Village.
TIME OF PERFORMANCE. The Consultant shall perform
and complete the Services as mutually agreed upon between The Consultant further represents that it is financially solvent,
Village and Consultant("Time of Performance"). has the necessary financial resources, and is sufficiently
experienced and competent to perform and complete the
SECTION 2. COMPENSATION. Services in a manner consistent with the standards of
professional practice by recognized consultants providing
A. Aereement Amount. The total amount services of a similar nature. The Consultant shall provide all
billed by the Consultant for the Services under this Agreement personnel necessary to complete the Services.
shall be in the not-to-exceed amount of$4,800.00, including
reimbursable expenses, without the prior express written SECTION 4. INDEMNIFICATION; INSURANCE;
authorization of the Village Manager. LIABILITY.
B. A-areement Term. The term of this A. Indemnification. The Consultant proposes
agreement will commence on the Effective Date and will and agrees that the Consultant shall indemnify and save
continue for a period of twelve (12) months. The Village harmless the Village against all damages, liability, claims,
reserves the right to award an additional one (1) year losses, and expenses (including attorneys' fee)that may arise,
extension term,with the concurrence of the Consultant. or be alleged to have arisen, out of or in connection with the
Consultant's performance of, or failure to perform, the
C. Taxes, Benefits, and Royalties. Each Services or any part thereof, or any failure to meet the
payment by the Village to the Consultant includes all representations and certifications set forth in Section 4 of this
applicable federal, state, and Village taxes of every kind and Agreement.
nature applicable to the Services as well as all taxes,
contributions,and premiums for unemployment insurance,old B. Insurance. The Consultant acknowledges
age or retirement benefits, pensions, annuities, or similar and agrees that the Consultant shall, and has a duty to
benefits and all costs, royalties, and fees arising from the use maintain adequate insurance, in an amount, and in a form and
of, or the incorporation into, the Services, of patented or from companies, acceptable to the Village. The Consultant's
copyrighted equipment, materials, supplies, tools, appliances, maintenance of adequate insurance shall not be construed in
devices, processes, or inventions. All claim or right to claim any way as a limitation on the Consultant's liability for losses
additional compensation because of the payment of any such or damages under this Agreement.
tax, contribution, premium, costs, royalties, or fees is hereby
waived and released by Consultant. C. No Personal Liability. No elected or
appointed official or employee of the Village shall be
D. Payment of AEreement Amount. personally liable,in law or in contract,to the Consultant as the
Payments shall be made pursuant to the terms of the Local result of the execution of this Agreement.
Government Prompt Payment At,50 ILCS 505%3 et.seq.
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providing, performing, and completing the Services, and with
all applicable statutes, ordinances, rules, and regulations,
SECTION 5. GENERAL PROVISIONS. including without limitation the Fair Labor Standards Act;any
statutes regarding qualification to do business; any statutes
A. Relationship of the Parties. The prohibiting discrimination because of,or requiring affirmative
Consultant shall act as an independent contractor in providing action based on,race,creed,color,national origin,age, sex,or
and performing the Services. Nothing in, nor done pursuant other prohibited classification, including, without limitation,
to, this Agreement shall be construed to: (1) create the the Americans with Disabilities Act of 1990, 42 U.S.C. §§
relationship of principal and agent, employer and employee, 12101 et seq., and the Illinois Human Rights Act, 775 ILCS
partners, or joint venturers between the Village and 5/1-101 et seq. Consultant shall also comply with all
Consultant; or (2) to create any relationship between the conditions of any federal, state, or local grant received by the
Village and any subcontractor of the Contractor. Village or Consultant with respect to this Contract or the
Services. Consultant shall be solely liable for any fines or
B. Conflicts of Interest. The Consultant civil penalties that are imposed by any governmental or quasi-
represents and certifies that, to the best of its knowledge: (1) governmental agency or body that may arise, or be alleged to
no Village employee or agent is interested in the business of have arisen, out of or in connection with Consultant's, or its
the Consultant or this Agreement; (2) as of the date of this subcontractors, performance of, or failure to perform, the
Agreement, neither the Consultant nor any person employed Services or any part thereof. Every provision of law required
or associated with the Consultant has any interest that would by law to be inserted into this Contract shall be deemed to be
conflict in any manner or degree with the performance of the inserted herein.
obligations under this Agreement; and (3) neither the
Consultant nor any person employed by or associated with the F. Prevailing Waee. If applicable, Pursuant to
Consultant shall at any time during the term of this Agreement Section 4 of the Illinois Prevailing Wage Act, 820 ILCS
obtain or acquire any interest that would conflict in any 130/4, Contractor agrees and acknowledges that not less than
manner or degree with the performance of the obligations the applicable rate of prevailing of wages, as found or
under this Agreement. ascertained by the Department of Labor and made available on
the Department's Official website, or determined by the court
C. No Collusion. The Consultant represents on review, shall be paid for each craft or type of worker
and certifies that the Consultant is not barred from contracting needed to execute this contract or to perform such work,and it
with a unit of state or local government as a result of(1) a shall be mandatory upon the contractor to whom the contract
delinquency in the payment of any tax administered by the is awarded and upon any subcontractor under him,to pay not
Illinois Department of Revenue unless the Consultant is less than the specified rates to all laborers, workers and
contesting, in accordance with the procedures established by mechanics employed by them in the execution of this contract.
the appropriate revenue act, its liability for the tax or the
amount of the tax, as set forth in Section 11-42.1-1 et seq. of G. Certified Payroll. If applicable, Contractor
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seg.; or shall, in accordance with Section 5 of the Illinois Prevailing
(2) a violation of either Section 33E-3 or Section 33E-4 of Wage Act, 820 ILCS 130/5, submit to the Village, and upon
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 activation of the database provided by 820 ILCS 130/5.1 to the
et seq. If at any time it shall be found that the Consultant Department of Labor, on a monthly basis, a certified payroll.
has, in procuring this Agreement, colluded with any other The certified payroll shall consist of a complete copy of those
person,firm,or corporation,then the Consultant shall be liable records required to be made and kept by the Prevailing Wage
to the Village for all loss or damage that the Village may Act. The certified payroll shall be accompanied by a
suffer, and this Agreement shall, at the Village's option, be statement signed by the Contractor or subcontractor which
null and void. certifies that: (1) such records are true and accurate; (2) the
hourly rate paid is not less than the general prevailing rate of
D. Termination. Notwithstanding any other hourly wages required by the Prevailing Wage Act; and (3)
provision hereof,the Village may terminate this Agreement at Contractor or subcontractor is aware that filing a certified
any time upon 15 days prior written notice to the Consultant. payroll that he or she knows to be false is a Class A
In the event that this Agreement is so terminated, the misdemeanor. A general contractor may rely upon the
Consultant shall be paid for Services actually performed and certification of a lower tier subcontractor, provided that the
reimbursable expenses actually incurred, if any, prior to general contractor does not knowingly rely upon a
termination, not exceeding the value of the Services subcontractor's false certification. Upon seven business days'
completed. notice,Contractor and each subcontractor shall make available
for inspection and copying at a location within this State
E. Compliance with Laws and Grants. during reasonable hours, the records required to be made and
Consultant shall give all notices, pay all fees, and take all kept by the Act to: (i)the Village, its officers and agents; (ii)
other action that may be necessary to ensure that the Services the Director of Labor and his deputies and agents; and (iii)to
are provided,performed,and completed in accordance with all federal, State, or local law enforcement agencies and
required governmental permits, licenses, or other approvals prosecutors.
and authorizations that may be required in connection with
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H. Default. If it should appear at any time that L. Third Party Beneficiary. No claim as a
the Consultant has failed or refused to prosecute, or has third party beneficiary under this Agreement by any person,
delayed in the prosecution of, the Services with diligence at a firm, or corporation shall be made or be valid against the
rate that assures completion of the Services in full compliance Village.
with the requirements of this Agreement, or has otherwise
failed,refused,or delayed to perform or satisfy the Services or M. Governing Laws. This Agreement and the
any other requirement of this Agreement ("Event of rights of Owner and Consultant under this Agreement shall be
Default"), and fails to cure any such Event of Default within interpreted according to the internal laws, but not the conflict
ten business days after the Consultant's receipt of written of laws rules, of the State of Illinois; the venue for any legal
notice of such Event of Default from the Village, then the action arising in connection with this Agreement shall be in
Village shall have the right, without prejudice to any other the Circuit Court of DuPage County,Illinois.
remedies provided by law or equity, to (1) terminate this
Agreement without liability for further payment; or (2) N. Conflicts, Exhibits. If any term or provision
withhold from any payment or recover from the Consultant, in this Agreement conflicts with any term or provision of an
any and all costs, including attorneys' fees and administrative attachment or exhibit to this Agreement, the terms and
expenses,incurred by the Village as the result of any Event of provisions of this Agreement shall control.
Default by the Consultant or as a result of actions taken by the
Village in response to any Event of Default by the Consultant.
O. No Disclosure of Confidential
I Assignment. This Agreement may not be Information by the Consultant. Confidential information
assigned by the Village or by the Consultant without the prior means all material, non-public, business-related information,
written consent of the other party. written or oral,whether or not it is marked that is disclosed or
made available to the Consultant, directly or indirectly,
J. Notice. All notices required or permitted to through any means of communication or observation. The
be given under this Agreement shall be in writing and shall be Consultant acknowledges that it shall, in performing the
delivered: (1)personally; (2)by a reputable overnight courier; Services for the Village under this Agreement, have access,or
or by (3) by certified mail, return receipt requested, and be directly or indirectly exposed,to Confidential Information.
deposited in the U.S.Mail,postage prepaid. Unless otherwise The Consultant shall hold confidential all Confidential
expressly provided in this Agreement,notices shall be deemed Information and shall not disclose or use such Confidential
received upon the earlier of: (a) actual receipt; (b) one Information without the express prior written consent of the
business day after deposit with an overnight courier as Village. The Consultant shall use reasonable measures at least
evidenced by a receipt of deposit; or (c) three business days as strict as those the Consultant uses to protect its own
following deposit in the U.S. mail, as evidenced by a return confidential information. Such measures shall include,
receipt. Notices and communications to the Village shall be without limitation, requiring employees and subcontractors of
addressed to,and delivered at,the following address: the Consultant to execute a non-disclosure agreement before
obtaining access to Confidential Information.
Village of Oak Brook
1200 Oak Brook Road
Oak Brook,Illinois 60523
Attention:Ejaz Khan,Assistant IT Director
Notices and communications to the Consultant shall be
addressed to,and delivered at,the following address:
Leowix,LLC.
2598 E. Sunrise Blvd.
Fort Lauderdale,Florida 33304
Attention: Stan Gretov,CEO
K. Waiver. Neither the Village nor the
Consultant shall be under any obligation to exercise any of the
rights granted to them in this Agreement except as it shall
determine to be in its best interest from time to time. The
failure of the Village or the Consultant to exercise at any time
any such rights shall not be deemed or construed as a waiver
of that right,nor shall the failure void or affect the Village's or
the Consultant's right to enforce such rights or any other
rights.
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By: By:
Charlotte Pruss,Village Clerk Greg Summ
ATTEST: LEOWIX,LLC.
By. 1tr By:
Its:
Title:
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EXHIBIT A
(WEBSITE MAINTENANCE AGREEMEN7)
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Website Maintenance Agreement
This website maintenance agreement is between LEOWIX LLC, a(n)Florida Limited Liability Company
(the "Provider"), and the VILLAGE OF OAK BROOK, a(n) Illinois Municipal Corporation organized
under the laws of the State of Illinois located at 1200 Oak Brook Road, Oak Brook, IL 60523 (the
"Owner").
The Owner is a municipal corporation with authority provided for and granted pursuant to the Illinois Municipal
Code to exercise certain powers and perform certain functions pertaining to its local government and affairs;
The Provider is engaged in the business of maintaining and updating websites to keep them current.
The Owner wishes to engage the Provider to provide, and the Provider wishes to provide,maintenance
services to the Owner's Wix website https://www.onlyinoakbrook.com/(the "Website")to keep it up to
date and functional.
The parties therefore agree as follows:
1. ENGAGEMENT; SERVICES.
(a) Engagement. The Owner retains the Provider to provide, and the Provider shall provide,the services
described below, in connection with the maintenance of the Website(the "Services").
(b) Services. The Provider shall:
(i)monitor the overall performance of the Website for functionality on a daily basis;
(ii)maintain compatibility with other websites as may be designated by the Owner from time to time,
including Google search engine;
(iii)procure any equipment, products, or third-party services required to maintain, repair, and update the
Website. The Owner shall reimburse the Provider for its actual out-of-pocket cost, without any mark-up,
for the purchase of that equipment,products, or third-party services and the Provider will obtain the prior
consent of the Owner for any purchase to be made by the Provider of more than $1.00. However,the
Owner is not obligated to reimburse the Provider for any portion of services purchased by the Provider
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that extend beyond the termination of this agreement;
(iv)perform any corrective maintenance services or repairs reasonably necessary to maintain the
operation of the Website including,website performance, optimization for search engines, content
updates,troubleshooting requests within the bounds of the Wix.com platform on which the
website is hosted;
(v)maintain a current back-up copy of the Website on Wix.com in a commercially reasonable manner and
archive any files submitted by the Owner in secure locations suitable for those materials;
(vi) at the request of the Owner, make available at cost any software tools necessary for the Owner to
update the Website directly,provided that the Owner will be responsible for all third-party license and
storage fees;
(vii)monitor the overall performance of the Website for functionality, and maintain the Website;
(viii)provide the following reports on a monthly basis: website performance,visitor analytics, search
engine analytics;
(ix)provide minor updates to the Website, including updates to structure and optimization;
(x)devote as much productive time, energy, and ability to the performance of its duties hereunder as may
be necessary to provide the required Services in a timely and productive manner;
(xi)perform the Services in a workmanlike manner and with professional diligence and skill;
(xii)provide Services that are satisfactory and acceptable to the Owner and take every step to ensure the
Website remains functional and operating;
(xiii)provide up to 20 hours of technical support relating to the Website's maintenance per month;
(xiv)maintain password secrecy and notify the Owner immediately of any loss or theft of passwords or if
the confidentiality of any password has been compromised; and
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(xv)maintain and update the website in accordance with search engine optimization best practices.
(c) Of the Owner. The Owner shall:
(i)cooperate with the Provider to enable the Provider to ensure the Website remains functional and up to
date;
(ii)provide initial information and supply all materials comprising the then-current Website within 30
days of the Effective Date;
(iii)monitor the content of the Website for items that need to be corrected or updated and provide those
updates or corrections to the Provider as detailed in section 6; and
(iv)maintain password secrecy and notify the Provider immediately of any loss or theft of passwords or if
the confidentiality of any password has been compromised.
(d) Exclusions. The Provider is not responsible for the hosting of the Website. Accordingly,the
following work is expressly excluded from the Services: website hosting, domain services,paid
advertising services.
2. COMPENSATION.
(a) Flat Fee. The Owner shall pay$4800.00 per year for the Services (the "Maintenance Fee"). The
Maintenance Fee will not increase for a period of 1 years from the date of this agreement.
(b) Additional Services. Any services requested by the Owner that are not specified in this agreement
will be considered "additional" and require separate agreement and payment. The Provider shall notify
the Owner about any requested services that constitute additional services.
(c) Schedule. The Provider shall invoice the Owner the Maintenance Fee on a yearly basis. The Owner
shall pay those invoices immediately on receipt. Each invoice will include any Additional Maintenance
Fee, as defined in subsection(d)below, if applicable.
(d)Additional Maintenance. Fees.Additional maintenance work requested or authorized by the Owner
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that falls outside the scope of the Services will be billed to the Owner at a rate of$50.00 per hour(the "
Additional Maintenance Fee").
(e) Reimbursement. The Provider will invoice the Owner for any reimbursements of actual out-of-pocket
costs permitted on a monthly basis. Invoices for reimbursement will be paid within 30 days of receipt if
receipts for those costs have been received by the Owner. The Owner will own any equipment or products
for which the Owner reimburses the Provider.
3. TERM.
(a) Term. This agreement will become effective as described in section 20 and continue for an initial term
of 1 year(s) (the "Term").Not less than thirty(30) days prior to the expiration of the initial Term, either
party may give written notice to the other to extend this agreement for an additional 1-year term, such
extension notice must be confirmed and agreed to by the receiving Party for the extension term to become
binding.
(b) Termination Procedures. This agreement maybe terminated:
(i)by either party, on provision of 30 days' written notice before the end of a Term;
(ii)by either party for a material breach of any provision of this agreement by the other party, if the other
party's material breach is not cured within 14 days of receipt of written notice.
(c) Effects of Termination. After the termination of this agreement, all licenses granted under this
agreement will terminate unless they are expressly stated as surviving. The Owner shall promptly pay the
Provider any outstanding amounts owed to the Provider for services rendered before the date written
notice of termination is provided pursuant to Section 3(b) (ii). The Provider shall return to the Owner, at
no cost, all materials and information the Owner has provided to the Provider in connection with this
agreement no later than 14 days after the Termination Date.
4. CONFIDENTIAL INFORMATION.
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(a) Definition. "Confidential Information" means this agreement and all nonpublic information of the
Owner, in whatever form, pertaining to the business of the Owner, including information relating to the
Owner's finances,customer records, and information, and all associated documentation and materials that
the designates as being confidential when disclosing it to the Provider or that, under the circumstances of
disclosure, ought to be treated as confidential by the Provider. Confidential Information also includes any
information relating to the Owner's parent, subsidiaries, and affiliates. Confidential Information does not
include information or data that is:
(i)known to the Provider before its disclosure by the Owner without an obligation of confidentiality
under another agreement;
(ii) independently developed by the Provider without use of any Confidential Information;
(iii) in the public domain when the Provider seeks to disclose or make use of it, other than as a result of
disclosure by the Provider; or
(iv)received by the Provider from a third party with a legal or contractual right to disclose that
information or data.
(b) Disclosure. The Provider shall not use or disclose the Confidential Information of the Owner except
in connection with the exercise of its rights or the performance of its obligations under this agreement.
The Provider shall not disclose Confidential Information of the Owner to any person other than its
employees, agents, or independent contractors who have a need to know it in connection with this
agreement, and who are under obligations of confidentiality substantially similar to this section. The
Provider shall protect the confidentiality of the Confidential Information of the Owner in the same manner
that it protects the confidentiality of its own proprietary and confidential information, but in any case with
reasonable care. All Confidential Information made available under this agreement, including copies,
shall be returned or destroyed by the Provider, and certified as having been returned or destroyed,
promptly after the termination of this agreement.
(c) Exceptions. The Provider will not be in violation of this section if it discloses Confidential
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Information that is required to be disclosed because of a valid order by a court or other governmental
body or by applicable law or by the rules of any nationally recognized stock exchange. However,under
these circumstances,the Provider shall notify the Owner in writing of that disclosure to permit the Owner
to seek confidential treatment of that information.
5. MAINTENANCE REQUESTS.
(a) Procedure for Request. The Owner shall submit all requests for maintenance (each, an "Owner
Maintenance Request")to the Provider via email. An Owner Maintenance Request shall:
(i)provide the Provider with clear and specific instructions;
(ii)be reasonable in nature; and
(iii)be within the scope of the Services.
All materials transferred to the Provider in connection with an Owner Maintenance Request must be in
acceptable format,which shall be limited to the following: email.
(b) Review and Inspection.The Provider shall promptly notify the Owner when the work required under
an Owner Maintenance Request is complete so that the Owner can review that work to ensure its
accuracy. The Owner shall notify the Provider of any errors, omissions, and other issues via email or
telephone as soon as practicable following discovery. The Provider shall use its best efforts to resolve any
errors, omissions, and issues as quickly as possible.
(c) Routine/Corrective Maintenance.All routine corrective maintenance must be scheduled between the
hours of 9 a.m. to 6 p.m. on Monday, Tuesday, Wednesday, Thursday, Friday to minimize disruption of
the Website during peak times (the "Maintenance Time"). If any extra maintenance is required outside of
the Maintenance Time,the Provider will obtain the prior consent of the Owner and give the Owner at least
2 hours' advance notice.
(d) Timing. The Provider shall make all updates to the Website within 2 days from the time that Owner
Maintenance Request is received. Any Owner Maintenance Request submitted by the Owner after 6 p.m.
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Eastern time or on Saturday, Sunday, or federal holidays will be deemed received on the next business
day. If the work to be performed under any Owner Maintenance Request cannot be performed within the
Maintenance Time, the Provider shall notify the Owner immediately.
6. WEBSITE PROBLEMS; SECURITY.
(a) Minimize Disruption.The Provider shall use commercially reasonable efforts to minimize disruption
of the Website and to schedule Website maintenance in accordance with this agreement.
(b) Problems. If there is a problem with the Website,the Provider shall provide the following levels of
support:
(i) Urgent Problem. If the Website suffers from an urgent problem, including the Website becoming
unusable, the Provider understands that time is of the essence and will use best efforts to correct the
problem as soon as possible. The Provider shall continue to update the Owner of the status of the problem
until the problem is resolved, at which time,the Provider will immediately notify the Owner that the
problem has been corrected.
If the Provider becomes aware of an urgent problem before the Owner,the Provider shall immediately
notify the Owner of that problem.
(ii)Non-Urgent Problem. If the Website suffers from a non-urgent problem,the Provider understands
that time is of the essence and will use best efforts to correct the problem as soon as possible. The
Provider will continue to update the Owner of the status of the problem until the problem is resolved, at
which time, the Provider will promptly notify the Owner during normal business hours that the problem
has been corrected. If the Provider becomes aware of a non-urgent problem before the Owner becomes
aware of it, the Provider shall notify the Owner during normal business hours of such problem.
(c) Back-up. The Provider shall back-up the Website on Wix.com as set forth in this agreement.
(d) Security. The Provider must take commercially reasonable steps to prevent unauthorized access to the
Website and any of the Owner's Confidential Information, including any data collected on the Website.
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7.NATURE OF RELATIONSHIP.
The relationship of the parties under this agreement is one of independent contractors, and no joint
venture,partnership, agency, employer-employee, or similar relationship is created in or by this
agreement.Neither party may assume or create obligations on the other party's behalf, and neither party
may take any action that creates the appearance of such authority.
8.NO CONFLICT OF INTEREST; OTHER ACTIVITIES
During the Term,the Provider may engage in other website maintenance activities, except that the
Provider may not accept work, enter into contracts, or accept obligations inconsistent or incompatible
with the Provider's obligations or the scope of Services to be rendered for the Owner under this
agreement.
9. INDEMNIFICATION.
(a) Of Owner by Provider. At all times after the effective date of this agreement,the Provider shall
indemnify the Owner against any award, charge, claim, compensatory damages, cost, damages,
exemplary damages, diminution in value, expense, fee, fine, interest,judgment, liability, settlement
payment,penalty, or other loss (a "Loss") or any attorney's or other professional's fee and disbursement,
court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of
investigating and defending or asserting a claim for indemnification(a"Litigation Expense")arising out
of:
(i)the Provider's gross negligence or willful misconduct arising from the Provider's carrying out of its
obligations under this agreement; or
(ii)the Provider's breach of any of its obligations or representations under this agreement.
10. INTELLECTUAL PROPERTY.
(a) No Intellectual Property Infringement by Provider. The Provider represents that the use and
proposed use of any software, programs, or applications to maintain, repair, or update the Website does
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not and shall not infringe, and the Provider has not received any notice, complaint,threat, or claim
alleging infringement of, any trademark, copyright,patent,trade secrets, industrial design, or other rights
of any third party. To the extent the software,programs, or applications used to maintain,repair, or update
the Website infringe on the rights of a third party,the Provider shall obtain a license or consent from that
party permitting the use of those items.
(b) No Intellectual Property Infringement by Owner. The Owner represents to the Provider and
unconditionally guarantees that all text, graphics, photos, designs, trademarks,hyperlinks, or other
content on the Website are owned by the Owner, or that the Owner has permission from the rightful
owner to use each of these elements, and will indemnify the Provider and its subcontractors against any
liability, including any claim or suit,threatened or actual, arising from the use of those elements furnished
by the Owner. The Owner further represents to the Provider that its domain names and URL listing do not
infringe, dilute, or otherwise violate third-party rights or trademarks.
(c) Owner Property Rights.All text,graphics,photos, designs,trademarks,hyperlinks, or other content
on the Website are the property of the Owner and the Provider has no ownership rights or other
intellectual property rights to those items.
(d) Nature of Website Content. The Owner represents that the content of the Website is not defamatory
or obscene, does not constitute false advertising, and does not violate any applicable laws or regulations.
The Provider has the right, but not the duty,to review and monitor all Website content submitted pursuant
to an Owner Maintenance Request and to reject or remove any that content from the Website that the
Provider believes in good faith breaches the Owner's representations made under this agreement. The
Provider accepts no responsibility or liability for any errors, inaccuracies, or unsuitable content on the
Website.
11. GOVERNING LAW.
(a) Choice of Law. The laws of the state of Illinois govern this agreement(without giving effect to its
conflicts of law principles).
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(b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in
DuPage County, Illinois.
12. AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by a party.
13. ASSIGNMENT AND DELEGATION.
(a) No Assignment.Neither party may assign any of its rights under this agreement,except with the prior
written consent of the other party. All voluntary assignments of rights are limited by this subsection.
(b) No Delegation.Neither party may delegate any performance under this agreement, except with the
prior written consent of the other party.
(c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is
made in violation of this section, it is void.
14. COUNTERPARTS; ELECTRONIC SIGNATURES.
(a) Counterparts. The parties may execute this agreement in any number of counterparts,each of which
is an original but all of which constitute one and the same instrument.
(b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related
documents entered into in connection with this agreement are signed when a party's signature is delivered
by facsimile,email, or other electronic medium. These signatures must be treated in all respects as having
the same force and effect as original signatures.
15. SEVERABILITY.
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid,
illegal, or unenforceable in any respect,that invalidity, illegality, or unenforceability will not affect any
other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or
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unenforceable provisions had never been contained in it, unless the deletion of those provisions would
result in such a material change so as to cause completion of the transactions contemplated by this
agreement to be unreasonable.
16.NOTICES.
(a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or
other communication required or permitted by this agreement shall give that notice in writing and use one
of the following types of delivery, each of which is a writing for purposes of this agreement:personal
delivery, mail (registered or certified mail,postage prepaid, return-receipt requested), nationally
recognized overnight courier(fees prepaid), facsimile, or email.
(b) Addresses.A party shall address notices under this section to a party at the following addresses:
If to the Provider:
Stanislav Gretov, CEO
2598 E. Sunrise Blvd
Fort Lauderdale,Florida,33304
stan@leowix.com
If to the Owner:
Ejaz Khan,Assistant IT Director
1200 Oak Brook Road
Oak Brook, Illinois 60523
ekhan@oak-brook.org
(c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and
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(b) and if the recipient receives the notice.
17. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the
provisions of this agreement will be effective unless it is in writing and signed by the party waiving the
breach, failure, right, or remedy.No waiver of any breach, failure, right, or remedy will be deemed a
waiver of any other breach, failure,right, or remedy, whether or not similar, and no waiver will constitute
a continuing waiver, unless the writing so specifies.
18. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression
of the parties'agreement about the subject matter of this agreement. All prior and contemporaneous
communications,negotiations, and agreements between the parties relating to the subject matter of this
agreement are expressly merged into and superseded by this agreement. The provisions of this agreement
may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings.
Neither party was induced to enter this agreement by, and neither party is relying on, any statement,
representation, warranty, or agreement of the other party except those set forth expressly in this
agreement. Except as set forth expressly in this agreement,there are no conditions precedent to this
agreement's effectiveness.
19. HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and
do not affect this agreement's construction or interpretation.
20. EFFECTIVENESS.
This agreement will become effective when all parties have signed it. The date this agreement is signed
by the last party to sign it(as indicated by the date associated with that party's signature)will be deemed
the date of this agreement.
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21.NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take,or cause to be taken,all actions necessary or desirable
to consummate and make effective the transactions this agreement contemplates or to evidence or carry
out the intent and purposes of this agreement.
Each party is signing this agreement on the date stated opposite that party's signature.
Leowix LLC
Date: A a /W Z3
By:
Name: Stanislav Gretov
Title: CEO
Village of Oak Brook
Date: �5 By:
Name: Greg Summers
Title: Village Manager
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