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HomeMy WebLinkAboutRESOLUTION - 43-08 - 8/19/2008 - PROJECT GOLD SHIELD/AGREEMENT WITH COOK COUNTYa `-� RESOLUTION NO. 43-08 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A PARTICIPATION AGREEMENT BETWEEN THE COUNTY OF COOK AND THE VILLAGE OF ELK GROVE VILLAGE FOR COOK COUNTY PROJECT GOLD SHIELD (PSP3) NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached documents marked: Cook County Project Gold Shield COOK COUNTY MOBILE VIDEO AND DATA COMMUNICATIONS NETWORK PARTICIPATION AGREEMENT a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said documents upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this 191h day of August 19, 2008. APPROVED this 191h day of August 19, 2008. ATTEST: Ann I. Walsh, Village Clerk ResAgreeCookCountyPartic ipat ionAgreement8-2008 APPROVED: Mayor Cram B. Johnson Village of Elk Grove Village Cook County Project Gold Shield COOK COUNTY MOBILE VIDEO AND DATA COMMUNICATIONS NETWORK PARTICIPATION AGREEMENT This AGREEMENT ("Agreement") is entered into by and between the County of Cook ("County"), a body politic and corporate of the State of Illinois, through its Judicial Advisory Council pursuant to authorization from the Cook County Board of Commissioners; and 0 -Ac -e- (r/ OV s Ot-Wi- ("Municipality"), an Illinois municipal corporation or public entity as described below. RF.CITAi .0 WHEREAS, recent events in world history have made clear the serious threat posed by terrorism and have caused federal, state and local governments to recognize their responsibility to. share resources and to work together cooperatively to prepare for and respond to threats to the public health, safety and welfare; and WHEREAS, on March 18, 2008, the Cook County Board of Commissioners authorized and approved a contract with Johnson Controls, Inc. ("JCI" or "Contractor" (the "Contract") JCI utilizing funding provided by the United States Department of Homeland Security which is made available to the County through the State of Illinois and its Illinois Emergency Management Agency; and WHEREAS, pursuant to the Contract, JCI has agreed to install, implement and integrate the Software, and Equipment necessary to establish an interoperable mobile video and data communications network (the "System") and to provide related training, maintenance and support, which shall enhance the ability of public entities within the County ("Participants" or "Participating Municipalities"), as well as the ability of Cook County agencies, to communicate and respond in the event of an emergency, including a disaster; and WHEREAS, Cook County covers a 940 square mile area which includes 129 municipalities, including Municipality, which employs First Responders charged with responding to emergencies; and WHEREAS, Municipality is one such governmental entity that wishes to participate in the System as herein, described (a "Participant" or "Municipality") and Municipality desires to designate certain persons to become Permitted Users of the System; and WHEREAS, the County shall permit Municipality, as a Participant, to use certain Equipment and Software and Municipality shall permit JCI or its Subcontractors to provide the Services necessary to Install, Implement and Integrate Equipment and Software as part of the System as set forth herein to permit Municipality's participation in the System; and NOW THEREFORE, in consideration of the premises and mutual undertakings herein set forth, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties agree as follows: Confidential Page 1 of 19 5/20/2008 , , Cook County Project Gold Shield I. RECITALS The above recitals are incorporated into this Agreement as if fully set forth herein. IL INCORPORATION OF CONTRACT AND CAPITALIZED TERMS The Contract is incorporated into this Agreement as if fully set forth herein. Municipality represents and acknowledges that it has received a copy of the Contract and is familiar with all of the terms, covenants and conditions of the Contract. Municipality agrees that this Agreement and Municipality's use of the System is expressly subject and subordinate to the terms, covenants and conditions of the Contract. Municipality agrees to maintain the confidentiality of this Agreement, including any Addenda hereto, and of the Contract. All capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Contract, unless the context requires otherwise. .III. GRANT OF RIGHTS BY COUNTY; ADDENDA Pursuant to this Agreement, the County shall make available to Municipality certain Equipment, Software and Services purchased by the .County from JCI pursuant to the Contract. The specific Equipment, Software and Services to be provided to Municipality shall be agreed upon in writing in an addendum or addenda signed by Municipality's Project Manager and the County's Chief Information Officer (the "Addendum" or "Addenda"), which Addenda shall be incorporated into this Agreement without need for further action by either party. Subject to this Agreement, the County shall make available to Municipality the applicable benefits made available to Participating Municipalities pursuant to the Contract. Accordingly, the County hereby grants to Municipality, upon the terms and conditions herein specified, a non-exclusive license to use the Equipment and Software set forth in the Addendum and to participate in the System for the sole purpose of allowing Municipality a non-exclusive and supplementary method of communication in preparing for and responding to public threats or emergencies. Municipality shall have no right to transfer, assign, sublease, or confer any rights or benefits with respect to the use of, the Equipment, Software, Services or System to any third party without the written permission of the County. Such permission may be withheld in the County's sole discretion and shall, in all events, remain subject to the terms of this Agreement. IV. TERM; RENEWAL; TERMINATION A. Term of License. The term of this Agreement and the License granted herein shall be for- five (5) years commencing upon the date upon which both parties have duly executed this Agreement (the "Effective Date"). B. Renewal. The parties may agree in writing to renew or extend this Agreement. Any . renewal or extension shall be subject to the terms of such written agreement to renew or extend. C. . Termination or Limitation of Agreement by County. If, in the County's reasonable judgment, any of the grounds set forth in paragraphs C.1 through C.5 below Confidential Page 2 of 19 5/20/2008 Cook County Project Gold Shield exist, the County shall have the right to revoke or limit the rights granted herein and/or to terminate this Agreement by giving Municipality prior written notice which, in the event of termination, shall be at least thirty (30) days in advance of such termination. Such notification, if it effectuates a limitation or revocation of only a portion of this Agreement, shall be deemed to amend any Addenda in existence as of the time of notification. 1. Municipal Facility, Vehicles or Location Not Appropriate for Inclusion in the System. At County's sole discretion, County may elect not to include a Municipal Facility, Vehicle or location in the System and may notify the Municipality that any Addendum listing such Facility, Vehicle or location shall be modified accordingly, if such Facility, Vehicle or location is no longer available or appropriate for use or inclusion in the Project or System. By way of example only and not as a limitation, County may elect to limit or terminate this Agreement based upon the results of the Survey or upon other circumstances that could not have been reasonably discovered during the Survey. 2. Lack of Funding. This Agreement is predicated on the County receiving grant(s) of funding from the United States Department of Homeland Security, through the Illinois Emergency Management Agency, for its Homeland Security Public Safety Initiative. If, at any time, grant funds are no longer available and continuation of this Agreement could otherwise require contribution of funds by the County, the County may terminate this Agreement. 3. Termination of Contract. This Agreement is predicated on the performance of the Contract. If the Contract or any relevant portion thereof is terminated for any reason, including breach by either party, County may terminate this Agreement. County has no duty to perform obligations that the Contractor fails to perform. 4. System or Component Impractical or Undesirable. If Acceptance Testing, or any other review indicates that the System or any Component is impractical or undesirable, or the Installation, Implementation or Integration of a Component at any Facility or Vehicle is or has become impractical or undesirable; as determined in County's sole discretion, the County may limit or terminate this Agreement. 5. Breach of this Agreement. If Municipality breaches its obligations under this Agreement including, but not limited to, breach through a failure to cooperate with the Installation, Implementation or Integration of the Components or System or a failure to adhere to the Project Plan and any deadlines or time frames established by Contractor or County, County may limit or terminate this Agreement., D. Termination by Municipality. Municipality may terminate this Agreement upon thirty (30) days prior written notice to the County. Except as otherwise agreed by the County, in the event of termination by the Municipality, Municipality agrees to make payment of the County's estimate of the reasonable costs for the County to de -install the Components from Municipality's Facilities, Vehicles or locations and reinstall the Components at a building, vehicle or location situated elsewhere in the County of Cook. The County shall provide Municipality its estimate of the reasonable cost for County to Confidential Page 3 of 19 5/20/2008 Cook -County Project Gold Shield perform such de -installation and reinstallation within sixty (60) days of written request by Municipality. E. Effects of Termination. Upon the expiration or termination of this Agreement, the County shall have the right, but not the obligation, to remove and take possession of any or all of the Components from Municipality's Facilities, Vehicles or locations. If County elects to remove some or all of the Components, it will give Municipality reasonable notice of such election and Municipality will fully cooperate with County and provide access to allow such removal. Any work required to restore the Facility, Vehicle to its previous condition or to comply with applicable law (e.g., zoning requirements) shall be the responsibility of the Municipality. If County does not elect to remove some or all of its Components, it will transfer title to Municipality and Municipality agrees to accept title through appropriate documentation. Additionally, upon 'termination or expiration, Municipality agrees to return to the County any finished or unfinished Materials provided or generated by either Contractor or by County, including the Contract, its Exhibits and Appendices, and any other information or materials of the County that are then in Municipality's possession or control. V. CONDITIONS OF GRANT A. Prevailing Condition of Grant. In using the Equipment and Software and accepting the Services, and in using the System, Municipality agrees to be bound by the terms of this Agreement and to perform the obligations imposed on County or on Participating Municipalities under the terms of the Contract to the extent such obligations and terms are applicable to Municipality or to the extent that performance of Contract obligations within Municipality and its Vehicles may be achieved by Municipality. B. Cooperation. Throughout the term of this Agreement, Municipality, its officers, management, personnel, agents and representatives shall provide the County (including the County's QA Contractor) and Contractor, as applicable, with its full cooperation, commitment and participation to promote the successful completion of the Project and the optimal utilization of the System by the County and its Permitted Users. Municipality will not hinder or delay in any way the Installation, Implementation or Integration of any Component or the System and will adhere fully to the Project Plan and any deadlines or time frames established by the County or Contractor. C. Access; Building Passes and Clearance; Office Space; Accident Reports. 1. Access. Throughout the term of this Agreement, and upon reasonable notice, Municipality agrees to provide the County and Contractor, as applicable, with a continuing right of access, at no charge, to Municipality's facilities, systems and property, either real or personal, as is necessary or desirable for the Contractor or the County to fulfill their obligations under the Contract or to properly utilize the Components and System, including the installation, testing, maintenance and repair of Components and the System. Municipality's facilities, systems and property shall include, but not be limited, to municipal buildings and towers, the associated equipment rooms, offices, computer rooms, adjunct facilities, roofs, communication closets and other areas, and the relevant information technology systems, routers, firewalls, network Confidential Page 4 of 19 5/20/2008 Cook County Project Gold Shield access servers, dial -in systems, accounting systems, in -car existing hardware, vehicles, and poles as appropriate. For purposes of this section, reasonable notice shall be deemed to be forty-eight hours prior notice, unless exigent circumstances exist, in which case notice will provide a right to immediate access if reasonably possible. 2. Permits, Passes and Clearance. Municipality is responsible for coordinating in advance, with the Contractor or County, as applicable, any building permits/passes, clearances, badges and the like that are necessary or required for obtaining access to, and performing services at, any of Municipality's facilities, systems or.property. In the event a Component will be installed for Municipality's use upon property that is not owned by Municipality (e.g., strongbox locations), Municipality shall obtain and provide to the County all required permits and easements that may be necessary to such installation. 3. Office Space. As necessary, for Contractor and County to reasonably and appropriately perform their obligations under the Contract or to properly utilize the Components and System, Municipality shall make available to Contractor and County reasonable office space as well as office supplies, furnishings and telephone. 4. Accident Reports. Accidents to persons or property arising out of or related to the Contract or this Agreement, and occurring either on Municipality's property, including in its vehicles, or involving County or Contractor property or personnel located within Municipality shall be reported promptly by Municipality to the County's CIO. Prompt reporting shall in no event be less than twenty-four (24) hours- from the time of the occurrence. Municipality shall provide the County with a written report within two business days of the occurrence. The report shall include the name of person(s) injured or otherwise involved, the name of his or her employer, date, time and location of occurrence, extent of any bodily injury and any damage to property, name(s) of eyewitnesses, the name of anyone who Treated the person for injuries sustained, and such other information as may be necessary, appropriate, or requested by the County, from time to time. D. The Project. The Contract provides that Contractor shall perform all of the Services and shall provide all of the Deliverables necessary and appropriate to accomplish. the Installation, Implementation and Integration of the Components and the System, including with respect to each of the designated Vehicles and Facilities, as described in the Contract and in the Statement of Work and any subsequent versions thereof. All such performance of Contractor is to be in a timely manner and in accordance with the Project Plan described in the Statement of Work. As used in this Agreement, the term "Contractor" not only refers to JCI and its subcontractors, but also to any entity engaged by the County to provide supplementary, substitute or replacement services related to the Components or the System. Municipality may not extend, enhance or alter the System or its Components without the express written consent of the CIO. However, Municipality shall be responsible for the preparation of Facilities, Vehicles and locations in its possession or under its control so they are ready for Contractor's Installation, Implementation and Integration in accordance with the Project Plan. Municipality shall carefully review the Contract and Confidential Page 5 of 19 5/20/2008 Cook County Project Gold Shield Statement of Work and agrees to perform those County obligations which relate to the Components and System located within Municipality and its Vehicles and locations, to the extent that these obligations may be performed by Municipality. These responsibilities include, but are not limited to the following: 1. Environment for Installation of Components. a. Facilities and Vehicles. The Contractor, in accordance with the Project Plan, shall conduct a Survey of certain municipal buildings and first responder vehicles to evaluate their readiness for Installation. Municipality understands and agrees that Components shall be installed only if the applicable Facility or Vehicle provides an environment meeting the specified requirements for the Components to be installed. Contractor is required to notify the County in the Survey if the environment in which any Component is to be installed fails to meet these requirements. The County may then allow Municipality a reasonable opportunity to correct such failure or, at County's election, the County may identify a different Facility or Vehicle for the Installation of the Component, which Facility_ or Vehicle may or may not be Municipality's, in which case the County may terminate or limit/revoke any portion of this Agreement, as appropriate. As part of the Survey of Vehicles, the Contractor shall determine if a Vehicle already has applicable existing equipment (e.g., in -car video or laptop), whether such equipment will be used in the Project or replaced, and which, if any, software applications will be integrated. To the extent that the Contractor determines that a Vehicle already has applicable existing equipment/software, Municipality consents to the inclusion of this equipment/software as part of the System. Municipality shall retain title to any equipment or software that it contributes to the System and shall bear the risk of loss relating to its equipment/software. If a Municipality supplies equipment that becomes part of the System, then Municipality must supply Contractor with appropriate tags, decals, or labels ("Asset Tags") to allow Contractor to label all Municipal -owned equipment as such. Municipality represents that its Vehicles are public safety equipped and that installation of the Components as set forth in the Contract will not void the manufacturer's or supplier's warranties for those Components. Municipality consents to the Installation, Integration and Implementation of all Components and the System to be provided by Contractor as they relate to Municipality's designated Facilities and Vehicles. b. Pole -Mounted cameras ("Strongboxes"). The County, in its sole discretion, shall designate the location of Strongboxes. If such designation is located within Municipality, and Municipality agrees with such location, Municipality thereby consents to the Installation, Integration and Implementation of all Components and the System to be provided by Contractor as they relate to the Strongboxes located within Municipality. Municipality understands and agrees that Strongboxes shall -be installed only if the location of such installation provides'an environment meeting the specified requirements for the Components to be installed. Confidential Page 6 of 19 5/20/2008 Cook County Project Gold Shield Municipality will provide all Municipal decals for Strongboxes to the Contractor. 2. Installation and Integration Testing. The Contractor, in accordance with the Project Plan and with procedures mutually agreed to by the Contractor and County, shall install and test the hardware and software for each Municipal Facility, Vehicle, Strongbox and Hotspot, as applicable, and shall also conduct an end-to-end test of the System. Municipality agrees to cooperate; facilitate and participate in any specific tasks that may be set forth in the Statement of Work, Project Plan or that Municipality has otherwise been notified of and any subtasks reasonably related to the Contractor's testing of the System thereto for the prompt performance of such installation and testing. Municipality shall participate in Acceptance Testing and shall sign off on its Acceptance of any Component or set of Components as requested by the County's Project Manager. If, during such testing, Municipality believes that there are any deficiencies in such Component(s), the System, or in their operation, Municipality shall immediately notify BOT because, during Acceptance Testing, the County must notify the Contractor of any failures or deficiencies of any Component or set of Components or the System in order for the Contractor to make necessary changes.or corrections. 3. Training. a. Vehicle Training. The Contractor, in accordance with the Project Plan. and the procedures mutually agreed upon by the Contractor and County, shall provide training on the use and operation of the in -car Components to the appropriate Municipal Permitted Users who are responsible for the operation of the in -car Components implemented as part of the Project. Municipality agrees to cooperate, facilitate and participate in any specific tasks that may be set forth in the Statement of Work, Project Plan or that Municipality has otherwise been notified of and any subtasks reasonably related to the Contractor's provision of such Vehicle training for the provision and completion of successful training, including having appropriate personnel attend the sessions as scheduled by Contractor and agreed to by County. Municipality, on or before Installation of Components in its Vehicles, will supply BOT and Contractor with several reasonable dates and times when its Permitted Users are available for training. Notwithstanding the foregoing, the schedule of such training shall be established by Contractor and County and- Municipality will do all things reasonably necessary to ensure that its Permitted Users are available for such training on the dates and times set forth in the schedule. If a Permitted User becomes unavailable for training on a certain date, due to circumstances beyond the control of the Permitted User and Municipality, Municipality will notify the Contractor and County immediately. Additionally, Municipality will establish a system whereby it designates alternates for each training slot. Training sessions will be at locations designated by the Contractor and will not exceed eight hours in length with generally five vehicles to be used in a training session with three students per vehicle (one student from each working shift of the day). Training may be provided in a "train -the -trainer" format. b. Other Training. If a Strongbox is to be located within the jurisdiction of Municipality; Municipality agrees to cooperate, facilitate and participate in training sessions to successfully educate - -First Responders regarding such Strongbox. Confidential Page 7 of 19 5/20/2008 I Cook County Project Gold Shield Municipality agrees to cooperate, facilitate and participate in any specific tasks that may be set forth in the Statement of Work, Project Plan or that Municipality has otherwise been notified of and any subtasks reasonably related to the Contractor's provision of such Strongbox training and/or other training as requested by the County. The method for establishing the schedule and Permitted User availability for Strongbox or any other training is the same as provided in Section V (D)(3)(a) above. 4. Wireless Support Center. The County's Wireless Support Center ("WSC") shall answer questions and provide assistance to Permitted Users regarding the use of Project Components. Municipality agrees that all issues or problems that it or its Permitted Users encounter related to use of the Equipment; Software, or System shall be reported to the WSC promptly, and in no event more than 1 hour from the time such issue or problem arose. Municipality agrees to appropriately instruct all Permitted Users with respect to the use of the WSC and the necessity to report all issues and problems to the WSC including, but not limited to, those related to maintenance, repair and operation of the Equipment, Software or System. 5. Asset Recovery. Title to all of the Components provided pursuant to the Contract shall remain with the County. However, pursuant to this Agreement, Municipality has a revocable license to use such Components and to utilize the System. County shall establish procedures which shall enable it to de -install and recover Project -related Components in a Vehicle that is to be taken out of service either permanently or for an extended period of time, whether due to an accident, retirement, or any other reason. County may de -install and re -install the in -Vehicle Components on terms and conditions and with procedures established by the County, including re -installation in other Vehicles that are not owned or controlled by Municipality. Municipality agrees to cooperate, facilitate and participate in abiding by such terms, conditions and procedures. In the event that Municipality has a Vehicle that receives re -installed Equipment, all the terms - and conditions of this Agreement shall ' apply -to such Equipment and Municipality acknowledges that any re -installed Equipment is being reused in its as -is condition at the time with no refurbishing done on the Equipment, unless County agrees otherwise. 6. Equipment Maintenance. Pursuant to the Contract, the County shall pay Contractor to provide Equipment Maintenance Services for a period of one year. The County has the option of paying Contractor to provide up to four additional years of Equipment Maintenance Services following the end of such one-year period of time. Notwithstanding the foregoing, the - County may terminate Maintenance Service for certain Equipment upon at least thirty (30) days notice to the Contractor, if the County permanently removes it from productive use within the System. Municipality agrees that it shall immediately notify BOT if it reasonably believes any Equipment is or should no longer be in productive use within the System. Additionally, the County may terminate Equipment Maintenance Services if funds have not been appropriated by the United States Department of Homeland Security and made available to the County through the State of Illinois and its Illinois Emergency Management Agency. Municipality understands and agrees that County shall provide Maintenance Services for the Equipment located in Municipality's jurisdiction or its Vehicles only to the. extent that Contractor provides such services pursuant to the Contract. In the event that the Equipment Maintenance Services of the Contractor are terminated, and County obtains Confidential Page 8 of 19 5/20/2008 ' Cook County Project Gold Shield replacement services, Municipality agrees that it will only permit servicing of any Equipment or the System by such replacement services. In no event will Municipality undertake to provide or perform Equipment maintenance, including repairs, without the express written authorization of BOT. Municipality Responsibilities. Municipality agrees to perform responsibilities related to Equipment located in Municipality's jurisdiction. or its Vehicles. Such responsibilities include, but are not limited to: • cooperating with Contractor and County to. develop, maintain and update an inventory of Equipment; returning to Contractor all defective CRU's ("Customer Replaceable Unit") (e.g., keyboards, memory, or hard disk drives) within thirty (30) days of the County's receipt of the replacement CRU; • ensuring that any access codes Contractor provides to the County and County .in turn provides to Municipality will only be given to those authorized by the County to receive such codes; and • providing Contractor and County with information they reasonably request which is related to provision of Maintenance Services and notifying Contractor and County of any changes to such information; and • Any other or additional responsibilities set forth -in the Statement of Work. Spares. If County decides to store either repair parts or "Spares" at a location controlled by Municipality, Municipality will provide secure storage space and be responsible for all loss of or damage to any parts to the same extent that County has agreed to be so responsible under the terms of the Contract. Exclusions. Maintenance Services of Contractor shall not cover damage caused by intentional or malicious acts of vandalism, motorized vehicles or acts of God. In such event, the cost of maintenance or repair shall be borne by Municipality,. unless the County otherwise agrees. Notification to WSC. Municipality agrees to promptly notify the WSC of any issues and problems regarding the Equipment or System, including the need for maintenance, repairs or the occurrence of malfunctions to the Equipment or System. Cooperation. Throughout the term of this Agreement, Municipality also agrees that it will fully cooperate with County and Contractor so that such maintenance and repairs may be performed, including allowing access to all Municipal -controlled property. Municipality agrees that Contractor may install any and all mandatory engineering changes. Additionally, Municipality agrees that it will allow the installation of any feature, conversion or upgrade of any Equipment within thirty (30) days of its delivery. The County may install, or alternatively may direct Municipality to install virus protection programs. 7. Software. Pursuant to the Contract, the County shall pay Contractor to provide software support for a period of time that ends, depending on the software, anywhere from one to five years. Confidential Page 9 of 19 5/20/2008 Cook County Project Gold Shield Municipality understands and agrees that County is only obligated to provide software support to the extent that Contractor provides or makes available such services pursuant to the Contract. In the event that the software support services of the Contractor are terminated, and County obtains replacement services, Municipality agrees that it will only utilize software support provided by such replacement services. Further, in no event will Municipality provide software support, without the express written approval of BOT, and a representative authorized by BOT must perform any such approved software support. Municipality consents to and will cooperate, facilitate and participate in"the installation of any patches, fixes, new releases or versions of software, when, and as, determined by County. Municipality Responsibilities. Municipality agrees to perform such responsibilities as they relate to software support available to it. Such responsibilities include, but are not limited to: • ensuring that any mobile equipment is transported to the repair site designated by Contractor: • adequately protecting the System and all data contained in it whenever Contractor remotely accesses it; • providing sufficient, free and safe access to Municipality -owned and controlled facilities and Vehicles for Contractor to fulfill its obligations; • having specified equipment or programs installed at its locations if software support is provided through a telecommunications link; • Any other or additional responsibilities set forth in the Statement of Work. Exclusions. Warranties for software support will be voided by misuse, accident, modification other than by Contractor, unsuitable physical or operating environment, operations in other than the specified operating environment, or failure caused by a software product for which Contractor is not responsible. In such event, the cost of software support shall be borne by Municipality, unless the County otherwise agrees. Notification to WSC. Municipality agrees to promptly notify the WSC of any issues and problems regarding software support. Throughout the term of this Agreement, Municipality also agrees that it will fully cooperate with County and Contractor so that such software support may be provided, including allowing access to all Municipal - controlled property. Use of Software. The Contractor shall provide software licenses for the software it supplies pursuant to the Contract. The Contract provides that Permitted Users may access and use the Software for all normal business purposes in the operation of the System or of any Component. Pursuant to the Contract, Municipality shall have the right to make back-up copies of the Software as are reasonably sufficient to support its use of the Software, but all such copies shall be subject to the rights of the Contractor, and any applicable third -party licensors except m those instances in which the Software is being developed pursuant to the Contract for the System and constitutes County Materials owned by the County. Upon request, the County shall provide Municipality with copies of the software licenses it has received from Contractor. Confidential Page 10 of 19 _ 5/20/2008 Cook County Project Gold Shield 8. Municipality Project Responsibilities. The successful completion of the Project and the operation of the System require the commitment and participation of Municipality's management and personnel. Municipality agrees to perform such responsibilities under the Contract as relate to the Components and System located within Municipality, including, but not limited to, the following: o 'providing operational information and data within three (3) working days of Contractor's or County's request; o providing access to support personnel as necessary to complete the Project; o notifying and scheduling personnel for education, meetings, and. reviews; o communicating to the Contractor and County on the overall Project progress; o designating Municipality's Permitted Users and scheduling their attendance at training sessions, supplying the contact information for the person who will coordinate such training for Municipality; o cooperating with the designation of the locations of hotspots within Municipal buildings and Vehicles, and the location of Strongboxes for installation of the Equipment; o obtaining all necessary permits to allow completion of the Project activities in accordance with the Project Schedule; o providing a Municipality Project Manager to serve as the single point of contact who has specific authority to make all necessary decisions regarding any aspect of the Project performed in Municipality; o providing a sample Municipality Asset Tag to the Contractor; o obtaining any necessary or required equipment IDs and receiver programs for LEADS2000 and ALERTS.net; o obtaining proper authorization with regard to IP addresses that are to be used to access the iCLEAR system, prior to the relevant equipment installation; o establishing, prior to Equipment Installation, a cellular communications account with the cellular communications provider for the System with respect to each Vehicle modem and making all required payments of charges under such account; provided, however, that if funding becomes available for this purpose, the County may assume this expense to the extent of such funding; o the required power source for Strongbox installations; o supplying 110 volt AC service and building ground access at the point of installation for the Cisco 1300 Bridge Power Injector, as installed as part of the Project; o promptly obtaining all required permits and consents necessary to install, implement and test the Components and the System within Municipality.- and unicipality;and o providing a phone line for inbound calls to the Wireless Support Center; and o Any other or additional responsibilities set forth in the Statement of Work. 9. Minimum Requirements. In order for the County to either designate a municipal building or Vehicle as appropriate for Installation or continued Installation of a Confidential Page 11 of 19 5/20/2008 • Cook County Project Gold Shield Component, either before or after the Survey, Municipality and its Facilities, Vehicles and locations must perform certain responsibilities, which include, but are not limited to the following: o Municipality shall have available sufficient "real estate' or space for the installation of the required Equipment; o the. applicable environment where. communication equipment is to. be installed as part of the Project will meet OSHA requirements; o appropriate HVAC will be provided for hardware installed as part of the Project; o Municipality will provide sufficient power and CATS connections, and receptacles as necessary; o " Municipality will provide user IDS and receiver applets for the in -car software applications; o Municipality's vehicles must be public safety equipped; o Municipality will provide a police escort when required when.a Strongbox is installed, taken down for repair, or reinstalled, at no charge; o Municipality is responsible for any overtime, travel expenses, or other payments for Permitted Users when they attend training classes; o legacy camera coax cable will'be run by Municipality; o Municipality Asset Tags will be provided by Municipality to Contractor at least seventy-two (72) hours prior to the date and time of scheduled Installation; o all municipal decals for strongboxes will be provided by Municipality to Contractor at least seventy-two hours prior to the date and time of scheduled installation; o Municipality will be responsible for requiring and monitoring adherence to appropriate standards when Project Equipment is used for Internet browsing; and o Municipality's existing vehicle computers and dedicated personal computers for the viewing station must meet the minimum requirements set forth in the Statement of Work; and o Any other or additional responsibilities set forth in the Statement of Work. VI. ADDITIONAL CONDITIONS It is the responsibility of Municipality to carefully review the Contract, including Part II — the General Conditions ("GC's") because Municipality agrees to be bound by these general conditions to the same extent as County and Municipality agrees to perform County's obligations under the Contract relating to the Components and System located within Municipality and its Vehicles, to the extent that these obligations may be performed by Municipality. A. Confidentiality. Municipality shall protect Contractor and County Confidential Information, including the Statement of Work, Project Plan and any other appendices to the Contract (collectively, "Contract Documents"), to the same extent that the Contractor and County agree to protect such information. Municipality recognizes and agrees that the Contract Documents are sealed and shall be kept sealed and strictly confidential for the reasons set forth in the Contract, including but not limited to the fact that disclosure Confidential Page 12 of 19 5/20/2008 Cook County Project Gold Shield would jeopardize the security of the System. However, the County and Contractor recognize that Municipality needs to have personnel review the Contract Documents as necessary and appropriate for the performance of its assigned duties or to participate in or utilize the System. Therefore; Municipality shall appropriately limit access to, and protect the confidentiality of, such Contract Documents and any and all other Project -related documents. Municipality acknowledges that it has received one copy of the Contract Documents and agrees that it shall 'make no other copies. Municipality shall designate one contact person who is responsible for maintaining the copy under lock and key, with review of such copy limited as set forth herein. Municipality is advised to review the Contract at GC -7.1, Confidentiality. B. Proprietary Rights. Municipality acknowledges and agrees that County owns all right, title and interest'in County Materials and all copyrights of the United States and any other country recognizing such rights, pertaining thereto. Municipality agrees to be bound by the terms of GC -7.2, Proprietary Rights regarding County's proprietary rights. Municipality agrees to reproduce the copyright notice and any other legend of ownership on any copies of Materials or County Materials. C. Personnel and Policies. 1. Background Checks. Municipality shall ensure that background checks are obtained and documented with respect to all its personnel or agents, including all Permitted Users, who are involved in Installation, Implementation or Integration of the System or who have access to the System or any of its Components. The background checks must comply with the requirements set forth in the Contract, at GC -8.1(B). The background checks shall be. current as of the date that the individual is first involved with the System and shall include investigation and identification of all state or federal misdemeanor or felony convictions of such individual or criminal charges pending against such individual. At the request of the County, Municipality shall deliver a written certification that it has performed, and the subject individual has passed such verification procedures. As necessary, Municipality shall provide for replacement personnel, as provided in the procedure set forth in the Contract, at GC -8.2(C). 2. Liaison. The CIO or his designee (which shall include the County's QA Contractor), shall at all times act as the primary liaison for the County, including contacts between the County and Municipality. Municipality's Project Manager or his/her designee shall at all times act as the primary liaison for Municipality, including contacts between Municipality and County. 3. County Policies and Procedures; Cooperation with QA Contractor. Municipality covenants that it and its agents, personnel and Permitted Users who are involved in Installation, Implementation or Integration of the System or have access to the System or any of its Components shall at all times comply with and abide by all reasonable policies and procedures of the County (as such may exist or be revised or established from time to time) that relate to the Project, including the Project Plan, and the System. Municipality Also covenants that it and its agents, personnel and Permitted Users shall at all times fully cooperate with the County's QA Contractor. Confidential Page 13 of 19 5/20/2008 Cook County Project Gold Shield D. Insurance. With the exception of professional errors and omissions insurance, Municipality, throughout the term of this Agreement, shall comply with the insurance obligations, and maintain the insurance, also required of the Contractor as set forth in the Contract, at GC -9, Risk Management, including but not limited to, naming Cook County and the employees of Cook County as additional Insureds under such policies, and requiring that all such policies waive the insurers rights of recovery, under subrogation or otherwise, against the County. Additionally, upon installation of any Components by either the Contractor or by the County, within Municipality or in its Vehicles, Municipality shall bear the risk of loss for any damage or loss to such Equipment or Software. Accordingly, throughout the term of this Agreement, Municipality shall procure and maintain property insurance. that shall provide coverage against all risks of physical loss and/or damage on a full replacement cost valuation basis without deduction for depreciation. Such insurance shall list Cook County as a named insured and loss payee. Moreover, Municipality shall procure and maintain business interruption insurance in sufficient amounts to protect Municipality against any losses that it may suffer due to the interruption of its business or operations arising out of, or related to, directly or indirectly, the Project, or the operation or malfunction of any Equipment, Software or the System. If Municipality self -insures or does not insure against such risks as required herein, then Municipality agrees to provide County with the equivalent benefits and protections that would otherwise be afforded to County if Municipality procured and maintained such insurance. Any deviations from the provisions of this Section D, Insurance, must be approved in writing by the County's Risk Manager. E. Release and Indemnification. Municipality is not making any payment to the County for implementing the Project or the System. In entering into the Contract and this Agreement, County seeks to enhance the ability of First Responders located in Cook County to communicate and respond to threats or emergencies. Accordingly, in consideration of the terms and conditions of this Agreement, with the exception of intentional torts committed by County, Municipality hereby releases and agrees to indemnify and hold harmless the County, and all of its present, former and future officers, commissioners, employees, attorneys, agents and assigns from and against any and all losses, liabilities, damages, claims, demands, fines, penalties, causes of action, costs and expenses whatsoever, including, but not limited to, attorneys' fees and court costs, present or future, known or unknown, sounding in law or.equity that arise out of or from or othemise relate, directly or indirectly, to this Agreement or to the use of the System by Municipality. F. Covenant Not to Sue. Excluding any action to enforce the terms of this Agreement, Municipality hereby covenants and agrees that it shall not sue, institute, cause to be instituted or permit to be instituted on its behalf, or by or on behalf of its past, present or future officials, officers, shareholders, directors, partners, employees, attorneys, agents.or assigns, any proceeding or other action with or .before any local, state and/or federal agency, court or other tribunal, against the County, its officers, commissioners, Confidential Page 14 of 19 5/20/2008 Cook County Project Gold Shield employees, attorneys, agents or assigns, arising out of, or from, or otherwise relating, directly or indirectly, to this Agreement. G. Third Party Beneficiaries. The Contract between Contractor and County does not create any right or cause of action for any third party, including Municipality, nor is Contractor responsible for any third party claims against the County and its Permitted Users except as described in the Contract with regard to its indemnification responsibilities pertaining to intellectual property and bodily injury or damage to real or tangible personal property. As to the Contractor's intellectual property indemnification responsibilities, as described in GC -13.2, Intellectual Property, Municipality shall adhere to the terms and procedures set forth in that section, including but not limited to returning the applicable allegedly infringing Materials or Components to Contractor. Notwithstanding the foregoing, the Contractor has acknowledged that Municipalities, as Permitted Users of and participants in, the System; shall receive Services hereunder. Accordingly, in return for the County's agreement with Contractor that any claim or suit arising out of the enforcement of the Contract may be brought exclusively by County, the Contractor has agreed to refrain from asserting, as a defense to any such claim or suit: (1) any lack of contractual privity as between the County and a Municipality; or (2) that Municipality, rather than the County, had sustained the damages which are the subject of the claim or suit. Municipality is advised to review the Contract, at GC- 14.26, Third Party Beneficiaries. Municipality acknowledges and agrees that any claims or relief it seeks arising out of the Contract shall be limited to claims brought by the County against the Contractor as herein described. The County, in its sole discretion, shall determine whether it shall file any such claims or seek such relief. Municipality agrees that it shall have no right to bring suit against or to seek relief from the County with respect to any decision by County to file or refrain from filing suit or to seek relief against the Contractor. 'Municipality releases and forever discharges the County from any claims it may have against the County arising from County's contractual relationship with the Contractor. The maximum liability of Contractor for actions arising under the Contract, and the maximum liability of the County and any Municipality for actions arising under the Contract are as set forth in the Contract. Municipality is advised to review the Contract, at GC -11, Damages; Maximum Liability of the County and Contractor. Nothing in this Agreement shall create any rights in or confer any benefits upon third parties, nor shall this Agreement define or limit the duties and obligations of the Contractor under the terms of the Contract. H. Availability of Pricing to Municipalities. During the course of the Project, Contractor shall make the Equipment and Software described in the Initial Statements of Work available to the Municipalities at the pricing set forth in such Statements of Work, for the time period mutually agreed upon by the County and Contractor (but not less than for a one (1) year period commencing on the date of execution of such Statements of Work by the County. Any purchases by such Municipalities shall be made pursuant to separate contracts between Contractor and the applicable Municipality. However, the volumes of Equipment and Software licenses reflected in such purchases shall be counted in the determination of whether the volumes required to achieve the pricing levels set Confidential Page 15 of 19 5/20/2008 Cook County Project Gold Shield forth in' the Initial Statements of Work have been reached and shall apply to further purchases by either the County or by any Municipality. If Municipality elects to make purchases of items which are subject to such pricing, such purchases shall be made pursuant to separate contracts between Contractor and Municipality. Municipality is advised to review the Contract, at GC -12.5, Pricing: Availability of Pricing to Municipalities. I. Publicity. Municipality shall submit to the County all press releases and other publicity matters relating to this Agreement and shall not publish or disclose such publicity materials without the prior written approval of the County. J. Required Consents. Under the Contract, the County is obligated to obtain and provide to Contractor all Required Consents necessary for Contractor to provide the Services described in the Contract. As applicable, Municipality will be obligated to obtain and provide County with such Required Consents. A Required Consent means any consents or approvals required to give Contractor or its subcontractors the right or license to access, use and/or modify (including creating derivative works) the hardware, software, firmware and other products not provided by Contractor under the Contract, to enable Contractor and its subcontractors to perform the Services set forth in the Contract without infringing the ownership -or license rights (including patent and copyright)' of the providers or owners of such products. Contractor will make the County aware of the need for any Required Consents of which Contractor is aware, and County shall make Municipality aware of the need for it to procure any Required Consents of which Contractor notifies County. Municipality shall hold the County harmless against any and all claims or liability arising from, in connection with, related to, or as a result of any claim arising from Municipality's failure to provide Required Consents to the extent they are necessary to provide Services with respect to Components licensed to Municipality pursuant to this Agreement. K. Municipality Data. Municipality is solely responsible for the actual content of any Municipal data file, the selection and implementation of controls on its access and use, and procedures for the security of stored Municipal data. . VII. MISCELLANEOUS TERMS A. Force Majeure. Neither County nor Municipality shall be liable for failing to fulfill any obligation under this Agreement to the extent such failure is caused by an event beyond such party's reasonable control and which event is not caused by such party's fault or negligence. Such events shall include acts of God, acts of war, fires, lightning, floods, epidemics, or riots. B. No Joint Venture. This Agreement shall in no event be construed in such a way that either County or Municipality constitutes, or is deemed to be, the representative, agent, employee, partner, or joint venturer of the other. The parties shall not have the authority to enter into any agreement, nor to assume any liability, on behalf of the other party, nor to bind or commit the other party in any manner, except as expressly provided herein. Confidential Page 16 of 19 5/20/2008 Cook County Project Gold Shield C. Notice. All notices required to be given pursuant to this Agreement shall be in writing and addressed to the parties at their respective addresses set forth below. All such notices shall be deemed duly given if personally delivered, or if deposited in the United States mail, registered or- certified return receipt requested, or upon receipt of facsimile transmission. Notice given as provided herein does not waive service of summons or process. If to the County, to: Chief Information Officer Cook County Bureau of Technology 69 W. Washington Street Suite 2700 Chicago, IL 60602 Telephone: 312. 603.1400 Facsimile: 312.603.9905 WI.IM Daniel Coughlin, Executive Director Cook County Judicial Advisory Council 69 W. Washington Street Chicago, IL 60602 Telephone: 312.603.113 3 Facsimile: 312.603.9974 If to Municipality, to: Stephen F. Schmidt, Chief of Police Elk Grove Village Police Department 901 Wellington Avenue Elk Grove Village, IL 60007 Telephone: 847-357-4111 Facsimile: 847-357-4144 D. Governing Law and Forum. This Agreement shall be interpreted under, and governed by, the laws of the State of Illinois, without regard to conflicts of laws principles. Any claim, suit, action, or proceeding brought in connection with this .Agreement shall be in the Circuit Court of Cook County and each party hereby irrevocably consents to the personal and subject' matter jurisdiction of such court and waives any claim that such court does not constitute a convenient and appropriate venue for such claims, suits, actions, or proceedings. Confidential Page 17 of 19 5/20/2008 Cook County Project Gold Shield E. Severability. The parties agrees that, to the extent that a court of competent jurisdiction shall determine that any part or provision of this Agreement is unenforceable as a matter of law; the portion deemed unenforceable shall be severable and the remainder of the Contract shall survive, and continue in full force and effect in accordance with the terms thereof. F. Entire Agreement. This Agreement constitutes the entire agreement of the County and Municipality with respect to the subject matter hereof and supersedes all other prior and contemporary agreements, understandings, representations, negotiations, and commitments between Contractor and County with respect to the subject matter hereof. The headings of articles, paragraphs and sections in this Agreement are included for convenience only and shall not be considered by either party in construing the meaning of this Agreement. G. Approval Required and Binding Effect. This Agreement between County and Municipality shall not become effective unless executed by a representative of the Judicial Advisory Council as authorized by the County Board. This Agreement constitutes , a legal, valid and binding agreement, enforceable against Municipality and, once duly authorized and executed as set forth herein, against the County. H. Waiver. No term or provision of this Agreement shall be deemed waived, and no breach or default shall be deemed excused, unless such waiver or consent shall be in ,vriting and signed by the party claimed'to have waived or consented. No consent by any party to, or waiver of; a breach or default by the other, whether express or implied, shall constitute a consent to, waiver of, or excuse for any different or subsequent breach or default by or on the part of any party. I. Survival. Any provisions of this Agreement that impose continuing obligations upon a party or, by their nature or terms, would be reasonably understood to have been intended to survive and continue in force and effect after expiration or termination of this Agreement, shall remain in force and effect after such expiration or termination for so long as so intended. J. Governmental Immunity. Notwithstanding anything to the contrary set forth elsewhere in this Agreement, neither the County nor Municipality has, and in no event shall either of them be construed to have, waived any rights or defenses of governmental immunity that it may have with respect to any matters arising out of this Agreement or performance hereunder. K. Representations. Municipality represents that it has the authority to enter into this Agreement and undertake the duties and obligations contemplated by this Agreement and that it has taken or caused- to be taken alf necessary action to authorize the execution and delivery of this Agreement. Municipality represents that it shall comply with all applicable laws, regulations and ordinances. M. Interpretation. For the purpose of construing this Agreement, unless the context otherwise requires: i) words in the singular will be deemed to include words in the plural, and vice versa; ii) a reference to the County includes the County's officers, commissioners, employees, attorneys, agents (including, where applicable, the County's Confidential Page 18 of 19 5/20/2008 Cook County Project Gold Shield QA Contractor) and assigns; and iii) a . reference to Municipality includes its officers, members, employees, attorneys, agents and assigns. N. Audit; Examination of Records. Municipality aggress that, upon receipt of a reasonable written request; . the County Auditor or any of its duly authorized representatives shall, until three (3) years after the expiration of this Agreement, have access and the right to examine any books documents, papers, and electronic records of Municipality related to its compliance with the terms of this Agreement and its participation in the System. Municipality also agrees to permit the Illinois Emergency Management Agency and/or the United States Department of Homeland Security, or their designees, to perform such audits or examinations relative to its participation in the Project and the System and agrees to cooperate fully therewith. . WHEREFORE, the Parties have signed and executed this Agreement as of the Date written below in the County of Cook, State of Illinois. Date: August 19, 2008 1 13C91UW" Daniel Coughlin Executive Director Attest:. Cook County Judicial Advisory Council Approved as to Form: Assistant State's Attorney FOR MUNICIPALITY: Craig B. Johnson, Mayor Village?Mayor Signature Ann.I. Walsh Print Name ' Village Clerk Title Confidential Page 19 of 19 5/20/2008 Cook County GENERAL CONDITIONS SECTION GC -01: DEFINITIONS In addition to the capitalized terms defined elsewhere in this Contract, the following capitalized terms shall have the definitions specified below when used in this Contract and its Exhibits and the various Appendices thereto: "Acceptance" means written approval by the County upon the conclusion of testing performed in accordance with County -approved Acceptance Testing Criteria during the Acceptance Period -without the occurrence of any Material Errors in, or in connection with, the System or any Component thereof. "Acceptance Period" means the period of time after Installation, during which critical functionality or performance of the System or any Component thereof is evaluated. "Acceptance Testing Criteria" shall refer to criteria approved by the County which shall include the Minimum System Requirements set forth in Exhibit B, the functionality set forth in the Specifications and other criteria consistent with this Contract, which Acceptance Testing Criteria shall be utilized in determining whether the System and its Components are eligible for Acceptance by the County. "Application" means each of the software applications to be furnished and Implemented as part of the System by Contractor pursuant to this Contract and shall also, when the context requires, refers to middleware applications provided pursuant to this Contract to support other Components. "Board" means the Cook County Board of Commissioners. "Bureau" or "BOT" means the Cook County Bureau of Technology. "C-5 NetCon Contract" means the Contract pursuant to which a contractor shall develop, provide, install, implement, integrate and maintain a software application for the Cook County Communications Command Center. "Chief Information Officer" or "CIO" means the Bureau Chief of the BOT, or his designee. "County" means: (i) where used in imposing responsibility or obligations (e.g., where indicating a particular promise, agreement, representation, Maintenance, or other contractual undertaking or other obligation as that of the County), the County of Cook, Illinois, a body politic and corporate, acting through its Board; and (ii) where used to indicate the particular entities that are to receive the benefit of any particular Services, the County. of Cook, Illinois, a body politic and corporate, and (unless the context specifically requires otherwise), the Municipalities. "Component" means any specific item of Equipment or Software to be provided by Contractor to the County under this Contract. "Confidential Information" means: (i) with- respect to the County (a) the location of all installations, (b) County -unique topography, IP scheme, and network diagram(s), (c) County -specific integration, installation and implementation methodologies; (d) Exhibit B to this Contract, (e) the status of installations and System performance; and (ii) with respect to either party, information specifically Confidential Page 1 5/20/2008 Cook County marked 'or identified to the other as confidential. Notwithstanding the immediately preceding sentence, Confidential Information shall not include, with respect to either party, any information• that is: (a) publicly available, through no breach of this Contract by the other party or its subcontractors, or their respective employees; (b) independently developed, without reference to such party's Confidential Information and other than in connection with this Contract, by the other party; (c) at the time of disclosure thereof to the other party, already known or in the possession of such other party, other than in connection with this Contract, without such other party being under any obligations of confidentiality with respect thereto; (d) acquired in good faith by the other party from a third -party; or (e) required to be disclosed or made publicly available by applicable law, statute, regulation; ordinance, or otherwise, including by this Contract. "Contractor Equipment" shall refer to Equipment that is manufactured by Contractor. "Days" means calendar days, unless otherwise specified. "Deliverable" means any Components, Services or Materials provided by Contractor pursuant to this Contract. "Documentation"- means the printed and on-line materials that are provided or made available to the County by Contractor hereunder and that describes or relate to a Component of the System or that assist Permitted Users to use the System. Documentation shall include, but not be limited to, Specifications. "Effective Date" has the meaning given it in Part I of this Contract. "Equipment" means, collectively, all of the hardware (and all features, conversions, upgrades, modifications, accessories, peripherals, and combinations thereof, and any firmware, to the extent such or firmware is required to operate such hardware or equipment) that is provided by Contractor to the County, or to any Municipality, under the terms of this Contract. "Exhibit B" shall refer to the Statement of Work attached to this Contract and shall include 'the Appendices or Schedules attached to and incorporated within Exhibit B. "Facility" means a building or radio tower, as designated by the County, in accordance herewith, that is owned or leased by, or otherwise in the possession of, the County or a Municipality and within or upon which Components are, or are to be, installed. "Final Acceptance" means the date certified in writing by the CIO as the date when all aspects of the System are complete and have attained Acceptance. "First Responder" or "Public Safety Personnel" means any member of the law enforcement, fire, hazmai, emergency management, public works, emergency medical, public health communities or other responder communities, or any entity deploying any such member (whether the County, any Municipality, or any other entity), who prepare for and respond to crimes, emergencies, or disasters. "Hot Spot" means, as the context may require: (i) the latest implementation within which 802.11(x) communications may be transmitted or received in conjunction with a fixed or mobile communications module; or (ii) the specific Components that create, generate, or maintain such coverage area as is described in the -foregoing clause (i). Cook County "Implementation" means, collectively, the processes, tasks, activities, and Services by which Components are configured, optimized for use, and implemented hereunder as parts of the System. "Implementation Schedule" has the meaning given it in Exhibit B to this Contract. "Installation" or "Install" means, collectively,'the processes, tasks, activities, and Services by which the delivery, assembly, installation, and set-up of Components is accomplished, such that they are ready for Implementation. "Integration" means, collectively, the processes, tasks, activities, and Services that are required to be performed by Contractor to ensure that all Components of the System are compatible, and function interoperably, with each other and with the County's WAN. "Maintenance Services" means the Services and obligations of Contractor that are described in this Contract and any other Services or obligations of Contractor that are described elsewhere in this Contract and that pertain or relate to the ongoing support and Maintenance activities performed on the System or any Component(s). "Material Error" means a defect, error, problem, or issue that: (i) adversely affects operation or availability of a substantial or significant portion of the System; or (ii) materially and adversely affects the performance, availability, or functionality of one or more Components and for which a reasonable workaround is not available. "Materials" means literary works or works of authorship such as, for example, programs, program listings, programming tools, documentation, reports, drawings, and similar works that Contractor may produce and deliver to the County as part of the Services provided under this Contract. For the avoidance of doubt, the term "Materials" does not include commercially available software programs. "Milestones" means those activities, responsibilities and deliverables which shall be completed by Contractor and Accepted by the County's Project Manager before certain payment obligations of the County arise, as set forth in these General Conditions. "Municipality" means any non -County entity that employs or deploys First Responders and that, at any given time, is: (i) designated by the CIO and with respect to which Components are, or are to be; installed or provided pursuant to this Contract; or (ii) otherwise authorized or permitted by the County to access or use the System. "Permitted Users" means the County and the Municipalities and any persons reasonably associated .with the County, or with any of the Municipalities, who, at any given time, are permitted by the County or the Municipalities to access or utilize the System. "Project" means the Services and obligations described as responsibilities of the Contractor in this Contract that pertain or relate to the Installation, Implementation, or Integration of the Components and the System, and related training, through Final Acceptance, other than those described as responsibilities of the County or the Municipalities. Confidential Page 3 5/20/2008 Cook County "Project Plan" means the detailed implementation plan prepared and updated by Contractor with the approval of the CIO. "Purchasing Agent" means the Cook County Purchasing Agent, whose office is located at 118 N. Clark Street, Chicago. IL 60602. "Services" means any or all of the tasks, activities, and services that are to be provided by Contractor in performance of its obligations hereunder, including, but not limited to, those pertaining to the Project and those to be provided as part of the Maintenance Services. "Software" means the machine-readable forms of the specific computer software (including, but not limited to, any programs, interfaces, applications, and middleware, but expressly excluding any microcode (other than operating systems) and firmware that is required to operate any specific Equipment)) that are provided by Contractor to the County, or to any Municipality, under this Contract and any Upgrades, modifications; patches, fixes, and New Releases and combinations of, and any Documentation relating to, any of the foregoing. Except as otherwise provided herein, "Software" shall not include source code of any kind. "Spare" or "Spare Equipment" shall refer to Equipment that is intended by the County to be used to replace malfunctioning Equipment that is removed from service in order to facilitate continued operation of the System. "Specifications" means the manufacturer -issued documents) that.provide(s) performance and operating information pertaining to a specific Component. "Survey" shall mean the Facility or Vehicle surveys performed by Contractor as described in Exhibit B pursuant to which Contractor identifies the Components to be installed within the applicable Facility or Vehicle and further identifies whether the environment provided in such Facility or Vehicle is adequate for the Project. "System" means all of the Equipment and Software to be provided to the County, as installed, implemented, and integrated by Contractor, in accordance with this Contract, into an integrated system, and includes, but is not.limited to, any corrections, fixes, modifications, and enhancements to such system that are described in, or to be provided pursuant to, this Contract and any additional or substitute Equipment or Software provided by Contractor pursuant to a written amendment to this Contract. "Third Party Products" means any Components that are proprietary to, or licensed by, third parties and provided to the County by Contractor hereunder. "Type I Materials" means those Materials that are produced and delivered by Contractor to the County in connection with the Services provided under this Contract. "Vehicle" means a vehicle, as designated by .the County, in accordance herewith (regardless of whether owned or leased by the County or by any Municipality), in which Components are, or are planned to be, installed to permit mobile video, voice and data communications through the System. "WAN" means wide area network. r..nnfiriPntial - PaaP 4 ;nn/?nnR Cook County "Wireless WAN" means the networking infrastructure gateway that provides for the operation of an interoperable mobile video and data network system.. SECTION GC -02: ENGAGEMENT GC -02.1 Engagement as Prime Contractor. In accordance with, and in reliance upon, the terms and conditions of this Contract, the County hereby engages Contractor to perform all of the Services, to provide all of the Deliverables, to Install, Implement, Integrate, support, and maintain the System and all Components thereof, to procure and provide all of the Equipment, and to grant the license rights to all Software, each as described in this Contract, and Contractor hereby accepts such engagement upon such terms. Contractor agrees to perform its obligations in accordance with the schedule contained in the Project Plan, which schedule will be set forth as part of Exhibit B and any other schedules developed and agreed to in writing by the parties for the Project. Contractor shall be the prime contractor hereunder, and, subject to the terms and conditions hereof, Contractor hereby assumes full and total responsibility for obtaining and providing all Software, Equipment, Documentation, and Services necessary to provide the Deliverables, and install, integrate, implement, support, and maintain the System, in accordance with this Contract. GC -02.2 Responsibilities as Prime Contractor. As the prime contractor hereunder, Contractor agrees, subject to the terms and conditions of this Contract, to: (i) except as otherwise agreed, act at all times as the single point of reference and contact for the County and the Municipalities with regard to this Contract and all performance hereunder; (ii) to procure and provide to the County, in return for the fees payable pursuant to GC -12, Financial Terms and specified in Exhibit B to the Contract, all of the Deliverables specified in Exhibit B to the Contract, regardless of whether any particular Components are manufactured or supplied directly by Contractor or through third parties; and (iii) to provide, install, configure implement and integrate the Components_ and, pursuant to Exhibits B, the ongoing repair of all such Equipment and Software and the performance of all of the Services, including coordinating the related activities of any of Contractor's subcontractors and any applicable manufacturers, supplies, or licensors. SECTION GC -03: RESOURCES A. Licensed Software. In accordance with the provisions hereof, the County is licensing all licensed Software provided under this Contract from or through Contractor as the case may be, for use by its Permitted Users, in return for the license fees payable pursuant these General Conditions and specified in Exhibit B to the Contract. Notwithstanding any specific releases or versions of licensed Software indicated in Exhibit B, Contractor shall refrain from obtaining for, and delivering to, the County specific copies of particular Software until such Software order is approved by the CIO and is reasonably needed for the Project. This shall allow the County to elect to license (and Contractor shall exercise commercially reasonable efforts to grant such licensing at a discount at least equivalent to the discount extended to the County hereunder, as reflected in the applicable license fees set forth in Exhibit B)_ a later or superior New Release of such Software than that specified in Exhibit B, if such later or superior New Release becomes available. Any such changes to Software releases, and associated cost changes if any, will be documented via a written amendment to this Contract. Confidential Pate 5 5/20/2008 Cook County B. - License Terms. All licensed Software provided to the County and the Municipalities hereunder shall be licensed by the applicable manufacturer or supplier pursuant to the express terms of separate, written license agreements. Contractor shall provide each such separate license agreements to the County's CIO, in writing or electronically, no later than upon delivery to the County of the respective Software to which it applies. Notwithstanding the terms of any license agreement issued by a manufacturer or supplier, as between the parties to this Contract, Contractor shall ensure that all Software is warranted in all of the respects set forth in GC -06, Representations. Warranties and Disclaimers, and shall be perpetual and irrevocable, non- exclusive, non -transferable, and paid-up and royalty -free license and grant to Permitted Users the right to use the Software in accordance with this Contract. C. Scope of Use. Without limitation, Permitted Users may access and use the licensed Software for all business purposes, including emergency response purposes, in the access, use, operation, and repair of the System, or of any Component thereof, in connection with the County's or any of the Municipalities' operations. For the avoidance of doubt, the County and the Municipalities may also permit their respective third -party consultants'and service -providers to access and use the Software, for and on behalf of the County. D. Back -Up and Archival Copies. The County and the Municipalities shall have the right to make such back-up and archival copies of the Software as are reasonably sufficient to support their respective use of the Software. No right to modify, create derivative works of, adapt, translate, decompile or reverse engineer the Software is granted except in those instances in which the software is developed pursuant to this Contract for the System and is to be owned by the County. GC -3.2: Equipment In accordance with the provisions hereof, the County agrees to purchase from Contractor the Equipment identified in Exhibit B to this Contract, in return for the fees payable pursuant to these General Conditions and specified in Exhibit B. Notwithstanding any specific models of Equipment indicated in Exhibit B, Contractor shall refrain from obtaining for, and delivering to, the County specific Equipment until such Equipment order is approved by the CIO and is reasonably needed for the Project. This shall allow the County to elect to purchase (and Contractor shall exercise commercially reasonable efforts to allow such purchases at a discount at least equivalent to the discount extended to the County hereunder, as reflected in the applicable fees set forth in Exhibit B) a later or superior model of such Equipment than that specified in Exhibit B, if such later or superior model becomes available. A. Title and Security Interests; Risk of Loss Confidential PaLye 6 5/20/2008 Cook County Individual Sales and Security Interests. Contractor transfers title to the County or, if the County chooses, its Permitted User, when Contractor Installs the Equipment. 2. Risk of Loss and Insurance. Contractor bears the risk of loss and damage for each Component until the time the Component is installed or, in the case of Spare Equipment, up to the time it is stored, at its designated location at a Facility of the County or one of the Municipalities and the County is notified thereof. Thereafter, the County bears such risk. Each Component shall be covered by insurance against any such loss and damage, which insurance shall be arranged and paid for by Contractor, at its sole expense, covering the period until the risk of loss shifts to the County. SECTION GC -04: THE PROJECT GC -04.1: Project Services A. Scope. Contractor shall perform all of the Services and shall " provide all of the Deliverables necessary and appropriate to accomplish the provision, Installation, configuration, Implementation, and Integration of the Components and the System with respect.to each of the designated Vehicles and Facilities, as described in this Contract and in Exhibit B attached hereto (the "Statement of Work"). All such performance shall be in a timely manner and in accordance with the Project Plan set forth as part of Exhibit B, except as otherwise approved in writing by the CIO. Although the parties have attempted, in this Contract and in the Statement of Work, to delineate the specific Deliverables to be provided by Contractor, the parties acknowledge that some items or services comprising a Deliverable, may not have been specifically identified. Therefore, as used to describe these activities, the "Services" shall include not only any services, tasks, functions, and responsibilities specifically described in this Contract or in the Statement of Work, but also any inherent subtasks of such services, tasks, functions, and responsibilities that are required for the proper Installation, Implementation and Integration of the System. B. Rights and Duties of the County. Notwithstanding anything to the contrary set forth elsewhere in this Contract, if, prior to the applicable dates for Installation activities to begin with respect to any particular Facility or Vehicle, as set forth in the Project, the County determines that, regardless of reason or cause, such Facility or Vehicle is no longer available or appropriate for use or inclusion in the Project Plan, the County, as directed by the CIO, may designate a substitute Facility or Vehicle as a replacement. The County will promptly notify Contractor of any such substitution, the Project Plan shall be promptly and appropriately revised, in accordance herewith, to reflect such substitution, and Contractor's activities shall then proceed, in accordance with the revised Project Plan, with respect to the substitute Facility or Vehicle. The County shall perform its duties and obligations hereunder in accordance with the Project Plan, except that, with respect to Vehicles and Confidential Page 7 Si9.00.00R Cook County Facilities in the possession or under the control of Municipalities (and not possessed or controlled by the County itself), such Municipalities shall be responsible for preparation of such Facilities or Vehicles. While the County shall use reasonable efforts to cause such Municipalities to prepare such Facilities and Vehicles for the Project activities in accordance with the Project Plan, neither the County nor Contractor shall be responsible or liable for delays occasioned by the Municipalities. The County shall be responsible for the preparation of its Facilities and Vehicles in connection with the Installation and Implementation of Components and other Project activities. C. Project Management. Contractor shall, at all times during the Project, furnish efficient business administration and project management services with respect to the Project, and appropriately supervise all work performed as part of the Project, as necessary and appropriate to complete Installation, Implementation, and Integration of the System in a timely manner, in accordance herewith. Contractor shall cooperate fully and promptly with County personnel and with County's C-5 NetCon Contract contractor and QA contractor in every aspect of the Project. Contractor's key Personnel shall meet weekly with the QA contractor, which meetings may be attended by County representatives. Contractor shall supply the QA contractor with all information and reports requested, at the times, frequencies and formats requested by the QA contractor. D. Conduct While Onsite. Whenever Services are to be performed onsite at a Facility or location of the County or of any Municipality, Contractor shall notify and coordinate with the County or the applicable Municipality reasonably in advance regarding the provision of such Services. Upon arrival at the applicable location or Facility, Contractor's personnel shall promptly contact and announce their arrival to appropriate County or Municipality personnel. Contractor is responsible for obtaining in advance, with the cooperation and assistance of the County, any building permits/passes, clearances, badges, and the like that are necessary or required for obtaining access to, and performing the Services at, any such location or Facility. Contractor shall make every effort to provide and complete onsite Services during the normal business hours of the applicable location or facility, to the .extent reasonably practicable but shall be available, subject to Municipal approval, to. provide Services during off hours .when it is more convenient or otherwise necessary to do so in order to meet Contract timelines. Contractor shall not materially interrupt or interfere with the County's or the applicable Municipality's business operations when providing Services, except to the extent reasonably required for the performance of such Services. Contractor shall notify the appropriate onsite personnel of the County or of the applicable Municipality in advance of taking any action, in connection with performing Services, that might reasonably be expected to adversely affect or disrupt the County's or such Municipality's business operations (e.g., by advising such personnel that a _particular device will be taken offline, moved, or disconnected, etc.), exercising all reasonable efforts to minimize and mitigate the effects of any such action or disruption. E. Environment for Installation of Components. The County agrees that the Components shall be installed only if the applicable Facility or Vehicle provides an environment meeting the specified requirements for the Components to be installed. Contractor .shall promptly notify the County in writing in the Survey if the environment in which any Component is to be installed fails to meet these requirements, and the County or Municipality shall be provided with a reasonable opportunity to correct such failure or, at County's election, the County may Confidential Pace R Snni�nnQ Cook County identify another Facility or Vehicle for the Installation of the Component. With respect to Contractor Equipment, Contractor shall follow and complete its standard installation procedures before such Contractor Equipment shall be considered to be Installed and Installation activities with respect thereto completed. Nothing in this paragraph makes the County responsible for Facilities in the possession or* under the control of Municipalities (and not possessed or controlled by the: County itself); such Municipalities shall be responsible for preparation of such Facilities. While the County shall use reasonable efforts to cause such Municipalities to prepare such Facilities for the Project activities in accordance with the Project Plan, the County Contractor shall not be responsible or liable for delays occasioned by the Municipalities. F. Cooperation and Coordination. At all times during the Project, and in all respects with regard to performance of the related Services. Contractor shall cooperate and work as reasonably necessary and appropriate with the other service providers and suppliers (e.g., telecommunications providers or carriers, other utilities, manufacturers or suppliers of resources such as radio towers, etc.) of the County and the applicable Municipalities in order to perform the Services. G. Training. Contractor shall provide training to educate First Responders and Permitted Users to operate the System (existing and new installations) and its Components in accordance with a flexible schedule that appropriately takes into account the dates of specific Installations, Project timelines, and the availability of the Permitted Users, in light of their duties as First Responders. Such schedule shall be proposed in a timely manner by Contractor and must be approved in advance and in writing .by the CIO. Once approved, such training schedule shall be incorporated into the Project Plan. Contractor shall develop refresher training courses for County purposes. H. Non- Exclusivity. Without limiting the County's obligations hereunder, nothing herein shall prevent the County from providing for itself or obtaining from any third party, at any time during the term of this Contract or thereafter, any type of products or services in any way similar or related to the Components, the System, or the Services to be provided by Contractor hereunder or any other products or services. Contractor shall not interfere with either the County or any such third party from whom the County obtains, or seeks to obtain, any such products or services. The County may also, in its sole discretion, at any time, extend the System and make it available to Municipalities other than those initially participating in the Project hereunder, regardless of whether any necessary or appropriate hardware, software, or other technology or components are obtained from Contractor pursuant to the terms of this Contract or otherwise. SECTION GC -05: ACCEPTANCE PROCEDURES A. Procedures for -Acceptance Testing. Contractor shall perform thorough and adequate testing of each Component (or set of Components, or the System, as applicable) against all applicable County -approved Acceptance Testing Criteria to verify that Installation, Implementation, and Integration of such Component (or, as applicable, such set of Components, both individually and collectively, or the System) complies therewith in accordance with the C'.nnfidetntinl pnoP U Si�ni�nnR Cook County requirements of this Contract. Contractor shall provide the County with the results of this testing and, unless otherwise agreed, shall demonstrate to the County or its QA contractor *the required compliance. Following the- provision of such test results and demonstration, if applicable, the County shall have an opportunity to review such results and ten business days for County to perform such additional testing as it deems necessary or appropriate. B. Issuance of County Acceptance. If the County determines during such review and testing that such Component (or, as applicable, such set of Components, both individually and collectively, or the System), as Installed, Implemented, and Integrated by Contractor, meets or satisfies all applicable Acceptance Testing Criteria then the County shall notify Contractor in writing that the County has issued its Acceptance of such Component(s) or, when applicable, the System. C. No Waiver of Defects Not Discovered. No issuance, or deemed issuance, of the County's Acceptance, of any Component, Deliverable, or the System shall be deemed to waive any right or remedy of the County under this Contract, at 'law; or in equity or with regard to any defect not discovered during Acceptance testing. D. Deficiencies Identified by County. If it is demonstrated during such review and testing that any of the Acceptance Testing Criteria have not fully satisfied, the County shall deliver to Contractor a written report describing the failures or deficiencies in reasonable detail within ten business days of testing. Contractor shall correct any such failures or deficiencies within ten business days (or such other period of time as is reasonably and mutually agreed to by the parties in writing) after receiving any such report and shall notify the County in writing when such corrections are completed: The County may then re -test the Component(s) or System, in accordance with the process set forth above in this Section, during which testing the determination, notification, and correction process described above in this Section shall be repeated. E. Acceptance of Deliverables. The County shall also have the right to review and test each Deliverable that is to be provided by Contractor to the County that is not a Component, to determine whether such Deliverable conforms to the applicable Acceptance Testing Criteria and whether the County shall accept or reject such Deliverable. Such right shall be exercisable by the County upon receiving written notification from Contractor that such Deliverable is ready for review and testing such Deliverable at least meets or satisfies all Acceptance Testing Criteria. Acceptance testing of Deliverables shall follow the procedures set forth in this Section with regard to Components and the System. F. Rights of County upon Failure to Achieve Acceptance. The County shall have the right to terminate this Contract for cause in the event a Component, Deliverable or the System fails to achieve Acceptance within. a reasonable time after Acceptance Testing is commenced with respect to any Component or the System. Cnnfrlantial pone 1!1 ci1)ni11nno Cook County SECTION GC -06: REPRESENTATIONS, WARRANTIES AND DISCLAIMERS GC -06.1: Representations and Warranties A. Organization and Standing. Contractor represents that it is duly orIn ganized, validly existing; and in good standing under the laws of the State of its principal place of business. Contractor further represents that Contractor is duly qualified to transact business in, and is in good standing under the laws of. the State of Illinois. B. Certification of Qualification (Cook County Ordinance Chapter 10, Section 7). Contractor represents that neither it nor any subcontractors or material suppliers that it shall engage hereunder has not, and warrants and covenants that they shall not have, during the three (3) years immediately prior to the respective applicable date of first providing Services hereunder: (i) been convicted of bribery or attempting to bribe an officer or employee of a unit of government in that officer or employee's official capacity; or, (ii) made an admission of guilt of such conduct as is described in the foregoing clause (i) which is a matter of record, but has not been prosecuted for such conduct. C. Disqualification for Nonperformance (Cook County Ordinance Chapter 10, Section 7.3). Contractor represents that neither it nor any subcontractors or that it shall engage hereunder has not, and warrants and covenants that they shall not have, during the twenty-four (24) months immediately prior to the respective applicable date of first providing Services hereunder, had any contract by the County or the Board terminated for cause by the County or the Board. D. Non -Debarment Certification. Contractor represents and certifies that neither it nor any subcontractors that Contractor currently intends to engage or utilize hereunder, are presently debarred, suspended; proposed for debarment, declared ineligible, or voluntarily excluded from participation in this Contract or the Project by any federal agency or department. E. Corporate Power. Contractor represents that it has the requisite legal and corporate power and authority to enter into this Contract, to grant the rights that it purports to grant in this Contract, and to carry out and perform its duties and obligations under the terms of this Contract. F. Authorization. Contractor represents that all corporate action on the part of Contractor, and its directors and stockholders, that is necessary for the authorization, execution, delivery, and performance by Contractor of this Contract, and the duties and obligations contemplated hereby, has been taken. G. Solvency. Confidential Paan 1 1 �nnionnR Cook County Contractor represents that it is financially solvent and the financial information provided to the County by Contractor is true and correct in all material respects. H. Pending Actions and Claims. Contractor represents that there is no action, suit, proceeding, or material claim or investigation pending or threatened against Contractor which would restrict or limit Contractor's performance under this Contract. I. Compliance with Laws. Contractor warrants and covenants that it and its subcontractors, and their respective employees shall at all times, in connection with the performance of the Services and the Installation, Implementation, support, and Maintenance of the System and the Components hereunder, comply with all applicable local, state, and federal laws, regulations, and ordinances. J. Qualifications and Competency.. Contractor represents that it is appropriately experienced and qualified to undertake the Installation, Implementation and Integration of the System. Contractor further represents that Contractor and each of its subcontractors, and their respective employees, agents, and representative, are, and Contractor warrants that they shall at all times be, competent to perform their respective duties and obligations in, installing, testing, implementing, and making fully operational the System, and thereafter maintaining the System, in accordance herewith, and otherwise capable of performing their duties and obligations under this Contract. Contractor warrants and covenants that it and its subcontractors shall at all times use a reasonable degree of skill and judgment to assure the satisfactory rendering of the Services, completion of the System, and the performance of all of its other duties and obligations hereunder in a timely manner.. Contractor further warrants and covenants that it shall at all times act consistently with the obligations assumed by it in entering into this Contract. K. Services. Contractor warrants and covenants that all Services shall be performed in a timely, competent, professional, and workperson-like manner by qualified personnel, in accordance with the specifications for the System and. all of the terms, conditions, and requirements of this Contract, and .that all services that require the exercise of professional skills or judgment shall be accomplished by professionals qualified and competent in the applicable discipline and, if and as required, appropriately certified by all applicable manufacturers and suppliers and appropriately licensed by all applicable governmental or regulatory bodies or agencies. L. Materials and Workmanship. Contractor warrants and covenants that its manufacture or selection of Components, and their design and workmanship and that which Contractor shall supply as part of the Services performed hereunder, shall result in a System that, as of Final Acceptance, shall meet the County's requirements. M. Review of Requirements for Project. Contractor represents: Confidential pauP 19. �i�ni�nnQ Cook County b. That it has carefully examined and analyzed 'the County's Request for Proposal been provided to it by the County regarding the Project and the Services, as well as the provisions and requirements of the Contract C. That Contractor understands the nature of the duties and obligations required under the terms hereof. N. Contract Capable of Performance; Contractor's Expertise. Contractor represents that the performance of the Services, and the successful completion of the Project, as described in this Contract, are feasible and capable of being performed and completed in accordance with all provisions and requirements of this Contract. Contractor represents that it can, and warrants and covenants that it shall, perform, or cause to be performed, all of its duties and obligations in accordance with the provisions and requirements of this Contract. O. Conformity and Compatibility. Contractor warrants and covenants that, as of Final Acceptance of the System, all Components provided by Contractor hereunder shall be fully compatible with each other, and shall operate, both on a component -by -component basis and as an integrated System, in all material respects in accordance with all requirements and specifications set forth in this' Contract, in the Acceptance Testing Criteria, and in the applicable Specifications. P. Documentation. Contractor will provide to the County whatever Documentation is provided by the Components' manufacturer (including if the manufacturer is Contractor). Contractor warrants and covenants: (i) that the Documentation with respect to Contractor Equipment shall accurately describe the operation of the Contractor Equipment so that a reasonable authorized user of the Contractor Equipment shall be able to use such Documentation to access, use, and operate such Contractor Equipment. Q. Disabling Devices. Contractor warrants and covenants that it has not placed any Harmful Code into the Software Components. "Harmful Code" is defined as a self -propagating program that infects and damages another program. It does not include a disabling device. Contractor warrants and covenants that none of the Software provided by Contractor and described in Exhibit B contains a disabling device. Contractor further warrants and covenants that all software components of the System shall be compatible with major commercially available virus protection programs that the County may use on the workstations and other access devices. R. System Maintenance. Contractor warrants and covenants that during all time periods in which Contractor is providing Maintenance Services to the County Contractor shall maintain the System, and all Components thereof, in good operating condition and in accordance with the applicable approved Acceptance Testing Criteria, Exhibit B, the Specifications, and the other applicable requirements of this Contract. Contractor warrants D.,,_,. Il If inn 11-1nnn Cook County that it shall dedicate a sufficient pool of qualified personnel and spares at all times to insure that repairs or preventive maintenance shall be accomplished in 48 hours or less. S. Component Warranties. Contractor warrants that all Components of the System shall function in accordance with the requirements of this Contract, applicable Acceptance Testing Criteria and the Specifications, shall be fully compatible, and function interoperably, with each other and with the County's WAN. Contractor warrants that all Components that are integral to the System (including, but not limited to the Components installed in Vehicles that permits mobile video and data communications through the System) that is provided pursuant to the Contract is non -infringing and may be used in combination with the other Components and in the manner installed and configured by Contractor. If Contractor elects to utilize any portion of a prior System configuration or design (such as the Project SHIELD Phase 1 or Phase 2 System configuration or design) pursuant to the Services Contractor provides pursuant to this Contract, Contractor shall be deemed to have adopted such prior System configuration or design for purposes of the warranties that ate set forth in this Contract. T. Third Party Services Warranties. Contractor warrants and covenants that all Services shall be performed by appropriately certified technicians, and in such a manner, so as not to void or otherwise limit any applicable manufacturer's or supplier's Maintenance with regard to Vehicles or towers. If any such manufacturer's or supplier's Maintenance is so voided or limited as a result of work being performed by Contractor hereunder, Contractor shall be responsible for servicing or, if necessary, replacing such Vehicle or towers, at no cost to the County, throughout what would have been the remaining Maintenance period, notwithstanding any termination or expiration of this Contract. The County represents that with regard to Vehicle that are public safety equipped, installation of the Components as set forth in this Contract will not void the manufacturer's or supplier's warranties. Contractor warrants that all equipment meets Cook County specifications. GC -07: CONFIDENTIALITY; PROPRIETARY RIGHTS GC -07.1- Confidentiality A. Protection of.Confidential Information. Each party shall, at all times:(i) maintain the confidentiality of the Confidential Information of the other party; (ii) take reasonable and appropriate steps to prevent the use, disclosure, dissemination, or copying of the Confidential Information of the other party other than as necessary for such party to perform its obligations under this Contract; (iii) use the Confidential Information of the other party solely as necessary and appropriate for the purpose of performing its obligations under this Contract; (iv) use commercially reasonable efforts to inform its employees, and subcontractors who perform duties with respect to this Contract about the restrictions with regard to Confidential Information set forth in these General Conditions; and (v) notify the other party as soon as possible in the event of any use, disclosure, or loss of Confidential Information other than as permitted by this Contract. The provisions of this GC -07.1 are in addition to, and not in replacement of.- any protections afforded any information or materials by applicable ('nnfirlantia) Pana 1 d v1)ni1)nnQ Cook County lav, such as the Freedom of Information Act. For the avoidance of doubt, Contractor shall not have the right to compile and distribute statistical analyses and reports that are beyond the scope of this Contract utilizing Confidential Information of the County, or information or data derived from Confidential Information or data of the County, without the express prior written approval of the County, in its sole. discretion. In the event such approval is given, a written or electronic copy of any such analyses and reports that are produced and distributed by Contractor shall be promptly furnished to the County without charge. B. Permitted Disclosures. Notwithstanding the restrictions of this GC -07.1, each party may disclose Confidential Information of the other party to (i) its employees subcontractors and Municipalities: and (ii) third parties with prior written consent, as necessary and appropriate for the performance of their assigned duties or to participate in or utilize the System. C. Required Disclosures. Either party may disclose Confidential Information of the other party to the extent disclosure is required by law or by order of a court or governmental agency. The party that is subject to such law or order shall use all reasonable efforts to: (i) maintain the confidentiality of the Confidential Information by giving the party who owns such Confidential Information (or to whom such Confidential Information otherwise pertains) prompt notice; and (ii) cooperate with such other party to protect. the confidentiality of such Confidential Information. The party who owns such Confidential Information (or to whom such Confidential Information otherwise pertains) shall have the right to seek, with the other party's assistance and cooperation, a protective order or otherwise protect the confidentiality of such Confidential Information. D. Injunctive Relief. Each party shall be entitled to seek injunctive relief from any court of competent jurisdiction with respect to a breach of this provisions set forth in this GC -07.1. E. Exhibit B and its Appendices Sealed. It is expressly acknowledged and agreed by each party that this Contract pertains to the implementation of systems that are to be utilized by law enforcement, public safety, public health, health providers, and other First Responders in preparing for and responding to actual or potential emergencies, including, but not limited to, acts of terrorism and crimes and threats to public health. As such, except to the extent agreed to by the County, Exhibit B constitutes information compiled for law enforcement purposes and for the internal functions of the public entities that access and use the System. The parties expressly agree that disclosure of such information, except strictly as necessary to implement the System, would: (i) reveal unique or specialized investigative techniques; (ii) impede detection, observation, and investigation of incidents of crime or misconduct; (iii) endanger the life or physical safety of law enforcement and other First Responder personnel or. the public at large; and (iv) obstruct criminal investigations. In addition, Exhibit B contains administrative and technical information associated with automated data processing operations and may include or identify information regarding software, operating protocols, computer program abstracts, file -layouts, source listings, object modules, load modules, user guides, documentation pertaining to the logical and -physical design of computerized systems, and employee manuals. The parties nnfA-.ntial PaoP 1 s Si1)ni1)nn5Z Cook County acknowledge and agree that this information, if disclosed, would jeopardize the security of the System, and of the data stored or transmitted therein, and the security of materials exempt under the Illinois Freedom of Information Act, including, but not limited to, vulnerability assessments, security measures, and response policies or plans that are designed to identify, prevent, or respond to potential attacks upon a community's population or systems, facilities, or installations, the destruction or contamination of which would constitute a clear and present danger to the health or safety of the community and jeopardize the effectiveness of the measures and the safety of the personnel who implement them or the public. As a result of the foregoing, the parties expressly agree that Exhibit B, while a part of this Contract, shall be sealed and kept strictly confidential. Contractor shall appropriately limit access to, and protect the confidentiality of, such Exhibit and all other Project -related documents, including, but not limited to, the Project Plan. In the event Contractor receives a subpoena or other legal directive to produce Exhibit B or any such Project -related documents pertaining to this Contract, Contractor shall promptly notify the County and, except as expressly agreed by the County, shall refuse to disclose such information except as required by law. GC -07.2 Proprietary Rights A. Ownership; Licenses. 1. Designation of Materials. The Materials which are prepared, produced and delivered by Contractor to the County in connection with the Services provided under this Contract shall all be Type I. This shall include any Software developed for the System pursuant to this Contract. 2. Type I Materials. The County owns all right, title, and interest in Type I Materials and all copyrights of the United States and any other country recognizing such rights, pertaining thereto, such rights also inuring to the United States Department of Homeland Security and to the Illinois Emergency Management Agency. The parties hereto intend and agree that, to the extent permitted by law, all Type I Materials shall conclusively be deemed "works made for hire" within the meaning and purview of Section 101 -of the United States Copyright Act, 17 U.S.C. 101 et seq., and that the County will be the copyright owner thereof and of all aspects, elements and components thereof in which copyright can subsist. To the extent that any portion of the Type I Materials does not qualify as a "work made for hire," or any right, title, or interest in or to the Type I Materials otherwise vests or arises in Contractor (other than the license expressly granted Contractor below), Contractor hereby irrevocably grants, conveys, bargains, sells, assigns, transfers and delivers to the County, and its successors and assigns, all right, title and interest in and to such Type I Materials and all copyrights of the United States and any other country recognizing such rights, pertaining thereto, free and clear of any liens, claims or other encumbrances, to the fullest extent permitted by law. The County hereby grants Contractor a limited, nonexclusive license to use the Type I Materials solely as necessary and appropriate for the performance of the Services and for Contractor to perform and fulfill its obligations hereunder. Contractor may nevertheless retain one copy of the Type I Materials solely for archival purposes. B. Notices; Marks; No Implied Licenses. Cook County Each party agrees to reproduce the copyright notice and any other legend of ownership on any copies of Materials that are made under the licenses granted in this Section. Neither party grants the other the right to use its trademarks, trade names, or other designations in any promotion or publication without prior v,ritten consent. Each party grants the other only the licenses and rights expressly specified in this Contract. No implied licenses or rights (including licenses or rights under patents) are granted. C. Further Assurances. At the request of either party, the other party shall make, execute, and deliver such documents and instruments as may be needed or reasonably requested.by such other party to establish, protect, or enforce its rights in any Materials or to otherwise give effect to the provisions of this Contract. GC -08: PERSONNEL AND POLICIES GC -08.1 Contractor Personnel A. Assignment and Conduct of Personnel. Contractor shall, at all times during the term of this Contract, assign and devote to the performance of the Services hereunder such appropriately qualified, certified, experienced, trained, and skilled personnel as are necessary and sufficient to perform all such Services, to fulfill all of Contractor's responsibilities and obligations hereunder, in accordance with the provisions and requirements of this Contract. Contractor personnel shall include, but shall not be limited to, subcontractor personnel and the individuals who are identified, respectively, as Contractor's "Project Manager" or as members of the "Key Personnel" in Exhibit B to this Contract (with any subsequent replacements or successors, in accordance herewith, to such positions held by such individuals being included in the respective definition of such terms, and with Contractor's Project Manager being deemed to be Key Personnel). Contractor's Project Manager shall at all times: (i) be appropriately qualified, trained., and skilled for such position; (ii) act as the primary liaison between Contractor and the County regarding this Contract; (iii) have overall responsibility for directing all of Contractor's activities hereunder; and (iv) be vested with the necessary authority to fulfill all of the responsibilities of Contractor's Project Manager described in this paragraph or elsewhere in this Contract, including the authority to agree to and execute amendments to this Contract on behalf of Contractor. Except as otherwise expressly provided herein, Contractor's Key Personnel shall be assigned, and an appropriate portion of their professional time shall be dedicated, to their respective positions in the performance of the Services for the entire duration of the Project (in the case of the Contractor's Project Manager, his full time during the Installation, Implementation and Integration phase), except in the event of resignation, termination, or illness of individual Key Personnel that prevents them from completing their respective assignments. Contractor shall not make any change in the Key Personnel, or otherwise replace, remove, or reassign any of the Key Personnel, without prior notice to, and the express prior written consent of, the County which shall not be unreasonably withheld. If any of the Key Personnel are, at any time, due to resignation, termination, or illness, unable to perform his or her assigned role or function, as described in this Contract, Contractor shall promptly give written notice thereof to the County and shall promptly furnish a replacement for such individual. Any replacement or additional Key Personnel shall be appropriately qualified, certified, experienced, trained, and skilled, as appropriate to the position or role to which assigned, and in a manner* substantially equivalent to the individual being replaced. All replacement and additional Key Personnel shall be subject to the review (including an ('--f',A1 f;oI D- 11 ci�ni�nn4 Cook County interview, if requested by the County) and, if acceptable, the written approval of the County, which shall not be unreasonably withheld. Subcontractor personnel shall be professional, courteous and respectful of the County and the Project goals. B. Background Checks. Contractor shall ensure that background checks are obtained and documented with respect to all of Contractor's and its subcontractors respective personnel who are directly involved in System Installation or Implementation or have access to the system to perform support or Maintenance duties under this Contract, with all such background checks being current as of the time when each individual is first assigned to the performance of the Services and including investigation and identification of all state or federal misdemeanor or felony convictions of such individual, or criminal charges pending against such individual. At the request of the County, Contractor shall deliver a written certification to the County that it has performed, and the subject individual has passed such verification procedures as set forth in this Section and shall provide supporting information to the County if requested. C. Replacement of Personnel. Notwithstanding anything to the contrary elsewhere in this Contract, if the County believes that the performance, background or- conduct of any person or subcontractor assigned by Contractor or its subcontractors to the performance of Services hereunder is unsatisfactory for any reason, or does not comply, or is not complying, with the requirements of this Contract, the County shall so notify the Contractor, and Contractor shall: (i) promptly (within no more than two (2) business days after receipt of such notice) and appropriately address the performance or conduct of such person or subcontractor; or (ii) at the County's request, remove and replace such person with another person acceptable to the County and meeting all of the applicable requirements described in this Contract. GC -08.2 County Personnel and Policies A. Assigned Personnel. The CIO, or his designee, shall at all times: (a) act as the primary liaison between the County and Contractor's Project Executive; (b) have overall responsibility for directing all of the County's activities hereunder; and (c) except as expressly provided otherwise herein, be vested with the necessary authority to achieve the fulfillment of the County's responsibilities hereunder. The County shall also assign such additional personnel to the Project as are reasonably necessary and appropriate to fulfill the County's obligations in accordance with this Contract. If any person so assigned by the County is reassigned, becomes incapacitated, or ceases to be employed by the County, and therefore becomes unable to perform the functions or responsibilities that had been assigned to such person, the County shall, within a reasonable period of time, replace such person with another person appropriately qualified to perform the functions and responsibilities that had formerly been assigned to the person being replaced. B. County Policies and Procedures. Contractors covenants that it and its subcontractors, and their respective personnel assigned to the performance of Services hereunder, shall at all times comply with and abide by all reasonable policies and Cnnfirientinl Paas 1 R si�nnnnR Cook County procedures of the County (as such may exist or be revised or established from time to time) that reasonably pertain to Contractor in connection with its performance hereunder. C. Conduct on County Premises. Contractor shall exercise due care and diligence to prevent any injury to persons or damage to property while on the County's or any Municipality's premises. The operation of vehicles by any personnel of Contractor or its subcontractors who are assigned to the performance of Services hereunder shall conform to posted and other regulations and safe driving practices. Accidents on the County's or any Municipality's property and involving any such personnel shall be reported promptly to the appropriate personnel of the County and, if applicable, such Municipality. D. Office Space and Furnishings. County shall make available to Contractor office space and supplies. All such office space, furnishings, and storage space are provided "AS IS, WHERE IS," without warranties of any kind, express or implied, and are to be used by Contractor solely as necessary and appropriate for the performance of its obligations under this Contractor. GC -09: RISK MANAGEMENT GC -09.1 Waiver of Subrogation and Insurance Requirements A. Subrogation and Waiver Contractor shall require all policies of insurance (except for E&O insurance) that are in any way related to this Contract and are secured and maintained by Contractor to include in such policies clauses providing that each underwriter shall waive all of its rights of recovery, under subrogation or otherwise, against the County except Error and Omissions coverage where such clauses are.not standard practice. Contractor shall waive all rights of recovery against the County and the Board, and other contractors and subcontractors, that Contractor may have or acquired because of deductible clauses in, or inadequacy of limits of, any policies of insurance that are in any way related to the activities associated with this Contract and that are secured and maintained by Contractor. 3. Contractor shall endeavor to require all of tiers of subcontractors (as described above) to waive their respective rights of recovery (in a manner consistent with the aforesaid waiver by Contractor) against the County and the Board. B. Insurance Requirements of Contractor Prior to the commencement of the Services, Contractor and (to the extent practicable) its subcontractors, at their respective costs, shall secure and thereafter, except as otherwise provided herein, maintain at all times during the term of this Contract, the insurance specified below in this Section, with the County and the Board as Additional Insured parties with limits not less -than those specified below for each type of coverage. Nothing contained in these insurance requirements shall be to be construed as limiting the extent of Contractor's responsibility for payment of damages resulting from its operations under this Contract, as provided for elsewhere in this Contract. Contractor shall notify all insurance companies that are issuers of policies relating to this Contract to familiarize themselves with the conditions and provisions of this Contract dealing with waivers of subrogation, insurance, and indemnification. . Failure of Confidential Paae 19 5/20/2008 Cook County Contractor to so notify the aforesaid insurance companies shall in no way relieve them or Contractor from their obligations under this Contract. The insurance purchased and maintained by Contractor shall be primary and not excess or pro rata to any other insurance issued to the County, except for premises liability on County or Municipality premises where the claim results from operations Contractor does not control. 2. Contractor shall at all times during the period in which this Contract is in force and effect provide and maintain insurance of the types, and in the limits for each such type, set forth below in this Section. Such insurance (limited to auto and general liability policies) shall name the County, the Board, and their respective agents as Additional Insureds and shall be in a form, and through issuing companies, acceptable to the County. 3. The insurance required by this Contract may be provided in a policy or policies, primary and excess, including the so-called "Umbrella" or catastrophe form, which may include the coverage, or layer thereof, of the insurance that is required by the County. The limits of liability of such policies shall be as stated above, and as provided below, unless, prior to commencement of any Services hereunder, written approval is granted by the County for variance from those limits. The required types and amounts of insurance coverage are as follows: d. Workers Compensation Insurance: In accordance with the lawns of the State of Illinois and any other applicable jurisdiction. The Workers Compensation policy shall also include the following provisions: Employers' Liability coverage with a limit of $1,000,000 each accident; $1,000,000 each employee; and $1,000,000 policy limit for disease; and ii. Broad form all states coverage. e. Commercial General Liability Insurance: An occurrence form Comprehensive General Liability policy or Commercial General Liability policy (new ISO Designation) to cover bodily injury to persons other than employees and for damage to tangible property, including loss of use thereof. Said General Liability coverage (excluding aircraft, watercraft 50 feet or longer and automobiles) shall have a combined bodily injury and property damage limit of $1,000,000 per occurrence and $1,000;000 in the aggregate, with the following provisions included: i. All premises and operations; ii. Broad Form Blanket, contractual'] iability; Products/Completed Operations; iv. Employees included as additional insured (excluding bodily injury to fellow employees only); V. Broad Form Property Damage Liability; and Vi. Cross Liability. f. Comprehensive Automobile Liability Insurance CnnfidentinI Pare 20 5/20/20OR Cook County Covering all owned, non -owned and hired automobiles, trucks and trailers of the respective parties required to provide and maintain this insurance. Such insurance shall provide coverage not less than that of the standard comprehensive business automobile liability policy in limits not less than the following: i. Liability — All Autos: Bodily Injury & Property Damage $1,000,000 per occurrence; ii. Uninsure&Motorists, per Illinois requirements. g. Umbrella Excess'Liability Insurance: In addition to coverage specified above, Contractor shall provide the following: i. $3,000,000 each occurrence for all liability; and ii. $5,000,000 in the aggregate per policy year separately with respect to completed operations and personal injury by an employee. e. Professional Errors & Omissions Insurance Covering any and all claims arising out of'the negligent performance or nonperformance of professional services for the County under this Agreement. This professional liability insurance shall remain in force for the life of the Contractor's obligations under this Agreement, and shall have a limit of insurance liability of not less than $5,000,000. If any such policy is written on a- claims made form, the retroactive data shall be prior to or coincident with the effective date of this contract. Claims made form coverage shall be maintained by the Contractor for a minimum of three years following the expiration or early termination of this contract and the Contractor shall annually provide the County with proof of renewal, assuming similar coverage remains available and affordable in the marketplace. Nothing contained in this paragraph shall be construed as limiting or expanding the extent of Contractor's responsibility for payment of damages resulting from its operations under this Contract, as provided for elsewhere in this Contract. Said coverage shall have a limit of $5,000,000.00 per occurrence and $5,000,000.00 in the aggregate. f. Valuable Papers Insurance: In an amount not less than $100,000 to cover any loss occasioned by fire, theft or any other cause. Additional Insureds: (i) The County of Cook, Illinois; (ii) The employees of The County of Cook, Illinois. The Additional Insureds identified above shall be listed on the Comprehensive General Liability, Automobile and Umbrella Liability policies. Coverage shall be at least as broad as ISO 0001 11 85. Relative to the Comprehensive General Liability, Automobile and Umbrella liability policies required hereunder, the County shall have the rights of an additional insured, as provided by ISO endorsement CG 20 10 10 9form of No other forof insurance is acceptable hereunder without the express prior written approval of the County's Risk Management department. g. Qualification of Insurers: In order to determine financial strength and reputation of insurance carriers, all companies providing the coverage required hereunder shall be licensed or approved by the Department of Insurance, State of Illinois, and shall have a financial rating no lower than VII and a policy holder's service rating no lower than (A-), and shall endeavor to secure B+ or higher for subcontractors, as listed in A.M. Best's Key Rating Guide, current edition or interim report. Confidential Page 21 5/20/2008 Cook County C. * Contractor Obligations Contractor and all subcontractors shall not violate; or knowingly permit to be violated, any condition of the policies of insurance required by the terms of this Contract and shall at all times satisfy the requirements of the insurance companies issuing such policies. D. Insurance Notices, Costs and Losses All policies of insurance that are required, under the terms of this Contract, to be secured and maintained shall be endorsed to provide.that the insurance company shall endeavor to notify the County's Department of Risk Management at least 30 days prior to the effective date of any cancellation or modification of such policies, except Professional Liability insurance (E&O), where no such endorsement is available and in which case, Contractor shall endeavor to provide notice at least 30 days prior to the effective date of cancellation. Prior to the date on which Contractor or any subcontractor commences performance of its part of the Services hereunder, Contractor shall cause to be furnished to the County certificates of insurance maintained by Contractor and each such subcontractor in connection with the performance of the work. The certificates of insurance shall contain a contract description, policy numbers, expiration dates, and limits of liability, shall state that the County is an additional insured, and shall be signed by an authorized agent of the insurance company. All certificates of insurance submitted to the County shall be in a form and content acceptable to the County. The receipt of any certificate does not constitute agreement by the County that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all requirements of this Agreement. The failure of the County to obtain certificates or other insurance evidence from Contractor shall not be deemed to be a waiver by the County. No overhead or profit elements will be allowed on insurance premiums or self-insured retention. GC -10: DISPUTES, DEFAULT AND TERMINATION GC -10.1 Dispute Resolution A. Disputes Except as otherwise provided in this Contract, any dispute between Contractor and the County concerning a question of fact arising under this Contract (a "Dispute") will be initially addressed by the Project Managers. If the Project Managers are unable to resolve the matter within three (3) days, the Dispute will be escalated to the CIO and Contractor's Client Director, or equivalent. If they are unable to resolve the dispute within two (2) days, the Dispute will be referred to the County's Purchasing Agent. The complaining party shall submit a written statement detailing the dispute and specifying the specific relevant contract provision(s) to the Purchasing Agent. Upon request of the Purchasing Agent, the party complained against shall respond to the complaint in writing. The Purchasing Agent will reduce his or her decision, if any, to writing and mail or otherwise furnish a copy thereof to Contractor and the Director within twenty-one days of receiving the information requested. Dispute resolution as provided herein shall be a condition precedent to any other action or law or in equity. Both parties agree that failure of the Purchasing Agent to render a decision shall not be construed adversely to the County in any subsequent action in law or equity. B. No Suspension or Termination of Services Confidential Pace 29. Cook County Notwithstanding anything to the contrary contained elsewhere herein, and even if any Dispute or other disagreement arises between the parties, and regardless of whether or not it requires at any time the use of the dispute resolution procedures described above, in no event nor for any reason shall. Contractor interrupt, suspend, or terminate the provision of Services to the County hereunder, disable any Components or other hardware or software used to provide Services, or perform any other action that prevents, or impedes, the provision of Services or the County's ability to conduct its activities (other than minimal, routine interruptions necessary in order for Contractor to provide the Services, as provided herein), unless: (i) authority to do so is granted by the County or conferred by a court of competent jurisdiction; or (ii) this Contract has been terminated, including pursuant to GC -10.2 below, or has expired, in accordance herewith. GC -10.2 Default, Remedies and Termination A. Termination for Contractor's Default 1. Default. Contractor shall be in default hereunder in the event of any material breach by Contractor of any material term or condition of this Contract that (if such breach is capable of cure) Contractor fails to cure within ten (10) days after written notice thereof (or such other time period to which the parties mutually agree) is given to Contractor by the County, setting forth the nature of such breach. Notwithstanding the immediately preceding sentence, no such cure period shall be required, and Contractor shall immediately be in default hereunder, in the event of any material breach hereof that: (i) is incapable of cure (e.g., an improper or unauthorized disclosure of Confidential Information of the County's); (ii) represents an affirmative repudiation of, or a refusal or unwillingness to perform Contractor's undisputed obligations under, this Contract by Contractor. Notice and Withholding. Without limiting any other rights or remedies available under this Contract, upon providing written notice to Contractor of any material breach hereof, or written notice that Contractor is in default hereof, the County may in its discretion, and without being subject to interest or being in breach of its other obligations under this Contract, withhold payment of any amounts otherwise owed or payable to Contractor hereunder until such .time as Contractor has cured the breach or default that is the subject matter of the notice. 3. Termination. If Contractor fails to cure a material breach or default hereof within the ten (10) day cure period (or as otherwise agreed) described above in this Section (with respect to breaches or defaults with respect to which such cure period is applicable), the County may terminate this Contract upon providing Contractor with ten (10) days prior written notice of such termination. With respect to any other material breach or default hereof (i.e., those to which such a cure period is not applicable), the County may terminate this Contract immediately upon providing Contractor with written notice thereof. In addition, in the event of any such termination, the County shall have the right to exercise and pursue any other remedies available to it hereunder, at law, or in equity, subject to the limits set forth elsewhere in this Contract. . Confidential Paize 23 5/20/2008 Cook County B. Termination for County's Default 1. Default. The County shall be in default hereunder in the event of any material breach by the County of any material term or condition of this Contract that (if such breach is capable of cure) the County fails to cure within thirty (30) days or such other period as is mutually agreed upon (or, if such breach concerns a nonpayment by the County of undisputed fees or amounts payable to Contractor hereunder, within ninety (90) days) after written notice thereof is given to -the County by Contractor, setting forth the nature of such breach. 2. Termination. If the County fails to cure a material breach or default hereof within the thirty (30) or (90) day cure period described above in this Section (with respect to breaches or defaults with respect to which such cure period is applicable), or in the event of a material breach hereof by the County that is incapable of cure, as described above, Contractor may terminate this Contract upon providing the County with thirty (30) days prior written notice of such termination. C. Termination for Convenience In addition to the termination rights provided above, the County may terminate this Contract, or some but not all of the Services to be provided hereunder, at any time immediately upon providing notice thereof, in writing; to Contractor. In the event of such a termination, the County shall pay Contractor, in accordance herewith, for any Services, Deliverables, Equipment, and Software that were performed or provided to the County prior to such termination becoming effective, except that in no event shall the amount of such payment exceed the Maximum Contract Amount less the cumulative and aggregate sum of all amounts previously paid by the County hereunder and subject to the parties' joint reasonable effort to mitigate such expense such as by returns. Such payment shall be in full settlement for all Services, Deliverables, Equipment, Software, and other items or materials that were, or were to have been, provided under this Contract by Contractor. D. Termination for Unavailability of Grant Funds The Project relies upon funding provided by the United States Department of Homeland Security, which funding is administered by the Illinois Emergency Management Agency. Should such funding cease to be available for whatever reason, the County shall have the right to immediately terminate this Contract upon written notice to Contractor. E. Effects of Termination 1. Delivery of Materials and Purchased Items. In the event of any termination or expiration of this Contract Contractor shall promptly deliver to the County copies of all finished or unfinished Materials, prepared by Contractor under this Contract and to which the County has ongoing rights hereunder and any other information or materials of the County, or items purchased for the System that have been approved by .the County that are then in Contractor's or its subcontractors' possession or control. C'�nfirlPntial Pana 7d/7(1/7MR Cook County 2. Transition Services. In the event of any termination or expiration of this Contract, or of any termination of some but not all of the Services to be provided under this Contract, Contractor, if and as requested by the County, shall continue to provide the Services hereunder for a reasonable period of time, as necessary for the County to obtain, engage, and commence the performance of replacement services. During any such period, all terms and conditions of the Contract shall remain in full force and effect. In addition, in the event of any such termination or expiration of this Contract or some portion of the Services, and regardless of whether Contractor is requested by the County, as described above, to continue providing Services for a period while the County obtains replacement services, Contractor shall cooperate in good faith with the County and shall provide the County, and any designated replacement service -providers of the County, with reasonable assistance, as necessary to permit an orderly transition of the Services, and all of the County's related data and materials, to the County or its designees. Such assistance and cooperation shall include performing such functions or tasks as may be reasonably requested by the County and that relate to the transition of the Services to Customer or its designee. After the County has secured replacement services and such services are operational, Contractor shall promptly remove any and all of Contractor's personnel, products and equipment from the County's, and any Mudicipality's, facilities and locations, except for items and materials that the County (or any such Municipality) owns or otherwise has ongoing rights to hereunder. With regard to any Transition Services or assistance provided pursuant to this paragraph, such work will be performed on a time and materials basis consistent with the amounts set forth in Exhibit B. Contractor agrees that it shall impose no restriction on the ability of subcontractors or third parties to assume the performance of the Project upon termination or expiration. GC -11: DAMAGES; MAXIMUM LIABILITY OF THE COUNTY The maximum, cumulative and aggregate monetary liability of the County (combined with any liability which may be incurred by the Municipalities) for all claims and actions of any kind of the Contractor arising under or relating to this Contract, whether based on theories of contract, maintenance, tort (including negligence), strict liability or otherwise, shall in no event exceed the amount paid and payable for Services and Components Installed, Implemented and Integrated. The County shall not be liable to Contractor for any special, incidental, exemplary, consequential damages (including, but not limited to, loss of profits, business, revenue, goodwill, or anticipated savings). The limitations on the types of recoverable damages set forth in this GC -11 shall apply irrespective of whether the possibility of any such damages was known or had been disclosed to either party in advance, or could have reasonably been foreseen by either party and. notwithstanding the form in which any claim or action is brought. Notwithstanding anything to the contrary provided elsewhere in this Contract, Contractor shall not be entitled to any damages from the County on account of any delay by the County or a Municipality. SECTION GC -12: FINANCIAL TERMS GC -12.1 PAYMENT, CHARGES AND FINANCIAL PROVISIONS A. General. ( nnfirlPntinl Porta 7c 1Z11n11)nnQ Cook County Subject to the terms of this Contract, Contractor shall provide and the County shall make payment to Contractor for all Equipment, Software and Services and all Deliverables resulting therefrom in accordance with the Schedule of Charges in Exhibit B. The County shall only be responsible for making payments for Services which have actually been supplied to County by Contractor and Equipment and Software Which have been ordered as set forth below. B. Maximum Contract Amount. The Maximum Contract Amount set forth in Part I of this Contract shall be contingent upon the availability of funding from the United States Department of Homeland Security. C. Fixed Price Contract. This is a fixed price contract. In the event the County does not increase the quantity or change the type of the Equipment and Software to be provided under this Contract, Contractor shall provide all of the Equipment, Software and Services required under Exhibit B, for no more than the Maximum Contract Amount. The County shall only be responsible for making payment for Equipment, Software and Services which have actually been supplied to County by Contractor or ordered as set forth below. D. Unit Prices Firm. Contractor shall use all reasonable efforts to ensure that except as set forth in this General Condition, the unit prices for Equipment and Software set forth in Exhibit B shall• be firm for a one (1) year period commencing on the acceptance and signature from both Cook County and Contractor of this Contract. Contractor shall obtain the County Project Manager's approval prior to placing an order for Equipment and Software. The County may increase or decrease the quantities of Equipment and Software to be provided by Contractor under this Contract up to the time that such approval is given. In such event, the unit prices set forth in Exhibit B shall be used as a basis to calculate the increase or decrease in the amount payable by the County as a result of such changes. E. Pricing; Availability of Pricing to Municipalities. During the course of this Project, the Contractor shall. make the Equipment and Software pricing set forth in Exhibit B available to municipalities located wholly or in part within the geographical limits of Cook County for an agreed-upon time period if such Municipalities choose Contractor to integrate, install and implement such a system for them. Any purchases by such municipalities shall be made pursuant to separate contracts between Contractor and the municipality. However, the volumes reflected in such purchases shall be counted in the determination of when the volumes required to achieve the pricing levels set forth in Exhibit B have been reached and shall apply to further purchases by either the County or by a Municipality. F. Payment Milestones. The parties have identified certain events as Milestones for purposes of the County's payment responsibilities under this Contract. With respect to those events, Contractor shall be entitled to invoice the County, and the County shall be obligated to make payment to Contractor, upon Acceptance by the County of the events comprising each Payment Milestone. Invoices requesting payment for events Cnnfidentinl . Pnaa 7F, S/�fl/�(1l1R Cook County comprising Milestones shall be accompanied by a copy of the County's Acceptance signoff applicable to the relevant Milestone. The following events shall constitute Milestones and corresponding payments are as set forth in Exhibit B: [To be inserted during Contract Negotiations] Contractor's failure to achieve a milestone within the time provided in the Project Plan shall entitle the County to an offset in the invoice applicable to the milestone equal to one percent (1%) of said invoice for each day beyond the milestone's scheduled completion date that the milestone has not been achieved. G. Items not included in Milestones. The following Equipment, Software and Services shall not be included in the amounts payable with respect to the Milestones described in paragraph E. above, and may be invoiced as provided in this paragraph: [To be inserted during Contract Negotiations] H. Invoices. All invoices shall be submitted by the Contractor on County Form 29A, in triplicate, to the CIO consistent with the provisions immediately. above. The County shall make payment to the Contractor within sixty (60) days following receipt of Contractor's invoice, provided that, if applicable, satisfactory documentation regarding the Equipment, Software or Services which are the subject of the invoice has first been provided to the County. This notwithstanding, the County shall use reasonable efforts to make payment within forty-five (45) days following such invoice receipt. g. Taxes. A Federal Excise Tax does not apply to materials purchased by the County. Illinois Retailers' Occupation Tax, Illinois Use Tax, Illinois Service Occupation Tax and Municipal and/or County Sales Taxes do not apply to purchases made by the County by virtue of Illinois law. The price or prices herein provided for shall include any and all taxes. If any authority imposes a duty, tax, levy, or fee, excluding those based on Contractor's net income, upon any transaction under this Contract, then the County agrees to pay that amount as specified in an invoice or supply exemption documentation. SECTION GC -13 INDEMNIFICATION GC -13.1 INDEMNITIES A. Bodily Injury and Property Damage Without limiting Contractor's obligations with respect to insurance, as provided in GC -9, Risk Management hereof, and in accordance with the Procedures section below, Contractor shall indemnify, defend, and hold the County and the Municipalities, and their respective elected and appointed. officials, officers, directors, employees, and Permitted Users (collectively, the County's "Indemnitees") from and against all Losses (as defined below) arising out of any claims or demands brought by any third party ('nnfrlanti�l parr- 17 G/7n/7nA2 Cook County alleging bodily injury to; or death of, persons, or loss of or damage to tangible personal or real property, if such injury or damage arises directly and solely from acts or omissions that constitute negligence, fraud, willful misconduct, or violations of law by Contractor or its subcontractors, or their respective employees. As used it! this Contract, "Losses" means: (i) amounts due and payable to third parties by the applicable Indemnitees (including judgments, settlements, awards, liabilities, losses, damages, interest; and civil penalties); and (ii) out of pocket expenses reasonably incurred by the applicable Indemnitees at Contractor's request in connection with the investigation, defense, litigation, or settlement of the applicable claims or demands. B. Intellectual Property In accordance with the Procedures section below, Contractor shall defend or, at its option, settle, and shall indemnify and hold harmless, the County's Ind m enitees from and against all Losses arising out of any claim, action, or demand brought by any third party (including, for purposes of this section only, Contractor's subcontractors and. suppliers under this Contract) against any of the County's Indemnitees for actual or alleged infringement of any patent, trademark, copyright, or trade secrets based upon the Materials, the Components, excluding any hardware, software, technology, and materials that were already owned or provided by the County (any such claim, action, or demand, an "Infringement Claim"). With respect to the County's direct damages as a result of an Infringement Claim, or if in Contractor's opinion an Infringement Claim is likely, Contractor shall, in its reasonable discretion, either procure a license to enable the County's Indemnitees to continue to use such Materials or Components, or provide such Indemnitees with a non infringing substitute reasonably acceptable to the County. If neither of the options described in the immediately preceding sentence are reasonable, feasible, or practicable through Contractor's exercise of all reasonable efforts, then Contractor shall promptly refund to the County all amounts paid hereunder for the applicable allegedly infringing Materials or Components as follows: For Equipment, the County's net book value provided it has followed generally accepted accounting principles, or accounting principles applicable to local units of government; or For software, the amount paid by the County, provided that the County and the Permitted Users shall promptly cease using, and shall return, the applicable allegedly infringing Materials or Components and any license previously granted the County or the Permitted Users shall be revoked. C. Third Party Services In accordance with the Procedures section, below, Contractor shall defend, indemnify, and hold the County's Indemnitees harmless from and against all Losses related to claims by third parties (including claims by any of Contractor's subcontractors or their respective employees) based upon an alleged breach by Contractor of any contractual arrangement with such third party (e.g., an employment arrangement or agreement or a subcontract). D. Procedures If any legal action governed by this GC43 is commenced against an Indemnitee, prompt written notice thereof shall be given to the Contractor. The Indemnitee shall use reasonable efforts to provide the Contractor with such notice not later than twenty (20) days prior to the date on which a response to such claim is required to be filed, except that failure to give prompt notice shall reduce the Contractor's obligations under GC -13 only in the event and to the extent it is prejudiced thereby. After such notice, if n.,,.o 7o 1zi1n/1)MO Cook County the Contractor shall acknowledge in writing to such Indemnitee, if accurate, that the right of indemnification under this Contract applies with respect to such claim, then the Contractor shall be entitled to take control of the defense and investigation of such claim and to employ and engage attorneys of its choice to handle and defend same, at the Contractor's expense. The Contractor shall use commercially reasonable efforts to provide the Indemnitee with the notice referenced in the immediately preceding sentence not later than ten (10) days prior to the date on which a response to such claim is required to be filed. The Indemnitee shall cooperate in all reasonable respects with the Contractor and its attorneys in the investigation, trial, and defense of such claim and any appeal arising therefrom, except that the Indemnitee may, at its own expense, participate, through its attorneys or otherwise, in such investigation, trial, and defense of such claim (including the assertion of applicable immunities or limitations on liability) and any appeal arising therefrom. No settlement of a claim that adversely affects an Indemnitee shall be entered into by the Contractor without the prior written consent of the Indemnitee, which consent may be given or withheld in the Indemnitee's sole discretion. GC -14: MISCELLANEOUS GC -14.1 General A. Force Majeure Neither Contractor -nor the County shall be liable for failing to fulfill any obligation under this Contract to the extent such failure is caused by an event beyond such party's reasonable control and which event is not caused by such party's fault or negligence. Such events shall be limited to acts of God, acts of war, fires, lightning, floods, epidemics, or riots. B. Conflict of Interest No member of the governing body of the County, and no other officer, employee, or agent of the County who exercises any functions or responsibilities in connection with performance under this Contract, shall have any personal interest, directly or indirectly, in the project to which this Contract pertains. Contractor represents that it presently has no interest, and covenants that it shall not acquire any interest, directly or indirectly, in the project to which this Contract pertains that would conflict in any manner or degree with the performance of the Services hereunder. Contractor further covenants. that, in performance under this Contract, no person having any such interest shall knowingly be employed or engaged by Contractor or any of its subcontractors. Contractor agrees to inform the County, on a timely basis, of all of Contractor's interests, if any, as they exist or arise from time to. time, that are, or that Contractor reasonably believes may be, incompatible with any interest of the County. C. County Policies Contractor shall take notice of with the Cook County Lobbyist Registration Ordinance, and the Cook County Ethics Ordinance, and shall comply with all provisions thereof. D. Nondiscrimination and Affirmative Action Contractor, in performing under this Contract, shall not discriminate against any worker, employee or applicant, or any member of the public, because of race, creed, color, religion, age, sex, marital status, handicap, national origin, or status of discharge from military, nor shall Contractor otherwise commit an Cook County unfair employment practice. Contractor further agrees that this nondiscrimination requirement shall be incorporated into all contracts entered into by Contractor or its subcontractors with suppliers of materials or services, contractors and subcontractors, all labor organizations furnishing skilled, unskilled, or craft union skilled labor, and any other person or entity that may perform. any such labor or services in connection with this Contract. E. Minority and Women Business Enterprises Cook County Ordinance Chapter 10, Section 43.1-43.10 1. Policy and Goals a. I It is the policy of the County to prevent discrimination in the award of, and the participation in, County contracts and to eliminate arbitrary barriers for participation, as both prime and subcontractors, in such contracts by local businesses certified as `'Minority Business Enterprises" ("MBE") and "Women - owned Business Enterprises" ("WBE''). In furtherance of this policy, the Board has adopted a "Minority - and Women -owned Business Enterprise Ordinance" (the "Ordinance") that establishes a "best efforts" goal (which shall apply to Contractor hereunder) of awarding not less than thirty-five percent (35%) of the annual total dollar amount of professional and consulting service contracts and sole -source agreements to certified MBEs and WBEs. b. Contractor may achieve the contract MBE/WBE participation goals stated above by its status as a MBE -or WBE, by entering into a joint venture with one or more MBEs or WBEs, by subcontracting a portion of the work to be performed by Contractor hereunder to one or more MBEs or WBEs, by entering into a Mentor -Protege Agreement with a MBE or WBE, by the indirect participation of MBEs or WBEs in other aspects of Contractor's business, or by a combination of the foregoing. C. Contractor's failure to carry out its MBE/WBE commitments, as stated above, in the course of Contractor's performance hereunder. shall constitute a material breach of this Contract by Contractor, and if such breach is not promptly and appropriately cured by Contractor, in accordance herewith, it may result in the termination of the Contract or such other remedy as is authorized by the Ordinance, as the County deems appropriate. 2. Required Submittal To be considered responsive to the requirements of the Ordinance, Contractor, as a contractor for professional and consulting service contracts, shall submit each of items a, b, and c listed below. All documentation submitted by Contractor shall be reviewed by the County's Contract Compliance Administrator. Contractor's failure to submit in a timely manner any of the items required in accordance herewith shall be deemed a material breach of this Contract by Contractor, and, if such breach is not promptly and appropriately cured by Contractor, in accordance herewith, it may result in the termination of the Contract or such other remedy as is authorized by the Ordinance, as the County deems appropriate. a. Affirmative Action Plan Promptly after the Effective Date, and again from time to time, upon the reasonable request of the County, Contractor -shall submit to the County a copy of its then -current internal affirmative action plan. If Contractor has no internal affirmative action plan at such time, Contractor shall submit a statement stating why Contractor has no such plan. In lieu of an internal affirmative action plan, a Contractor may submit a copy of its then -current "Letter of Compliance" for the United States Department of Labor, Office of Federal Contract Compliance Programs. Pnn-F,Aantial Parts 2n sioni�nnQ Cook County d. Contractor's MBE/WBE Efforts Documentation Promptly after the Effective Date, and again from time to time, upon the reasonable request of the County, Contractor shall submit to the County supporting documentation that evidences efforts Contractor has then to -date taken in attempting to achieve the County's "best efforts" MBENVBE participation goals, as described above. e. Contractor's Statement - Use of MBE/WBE Professionals Promptly after the Effective Date, and again from time to time, upon the reasonable request of the County, Contractor shall submit to the County a statement that discloses how Contractor intends to maximize the use of its MBE/WBE professionals in the course of performance under this Contract. 3. Non-compliance If the County determines that Contractor has failed to comply with its contractual MBE/WBE commitments, as set forth herein; or with any portion of the Ordinance, the County will notify Contractor of such non-compliance and may take any and all appropriate actions as set forth within the Ordinance. 4. Reporting/Record-Keeping Requirements Contractor shall comply with such reporting and record-keeping requirements regarding MBE/WBE compliance as may be established by the County's Contract Compliance Administrator. Contractor is responsible for acquiring and submitting all necessary reporting and record-keeping forms of the County pertaining to such compliance, which will be made available in the County's Office of Contract Compliance. 5. Equal Employment Opportunity Compliance with MBE and WBE requirements, as set forth above, shall not diminish or supplant any equal employment opportunity or civil rights -related provisions of this Contract, or any such similar or related provisions as are otherwise required by law, as they relate to Contractor and subcontractor obligations hereunder. F. Cook County Human Rights Ordinance (adopted March 16, 1993) Contractor .shall not engage in unlawful discrimination or sexual harassment against any individual in the terms or conditions. of employment, credit, public accommodations, housing, or provision of County facilities, services. or programs. Promptly after the Effective Date, and again from time to time, upon the request of the County, Contractor shall certify its compliance with these policies, and its agreement to abide by such policies, as a part of Contractor's contractual obligations. G. Tax and Fee Delinquency (Cook County Ordinance Chapter 10, Section 10-61) The County may set off a portion of any fees or amounts otherwise payable to Contractor hereunder equal to the amount of the fines and penalties for each tax or fee delinquency and any debt owed by Contractor to the County. H. Independent Contractor Status U_ 121 c11)n11)nnu Cook County This Contract shall in no event be construed in such a way that either party constitutes, or is deemed to be, the representative, agent, employee, partner, or joint venturer of the other party. Contractor and its subcontractors, and their respective employees, suppliers, agents, and representatives, are independent contractors with respect to the County and the Municipalities and are not employees or agents of the County or of any of the Municipalities. It is expressly understood and agreed that Contractor and its subcontractors, and their respective employees, suppliers; agents, and representatives, shall in no event, as a result of this Contract, be entitled to any benefit to which the County's or any Municipality's employees are entitled, including, but not limited to, overtime, retirement benefits, worker's compensation benefits, and injury leave and other leave benefits. As between the parties, each party is responsible for the supervision,' direction, control, and compensation of its and its subcontractors' respective personnel. Subject to the provisions of GC -08, Personnel and Policies, Contractor reserves the right to determine the assignment of its personnel. Neither party shall have the authority to enter into any agreement, nor to assume any liability, on behalf of the other party, nor to bind or commit the other party in any manner, except as expressly provided herein. I. Subcontracting and Assignment' Except as expressly set forth in this Contract, no right or interest in this Contract shall be assigned by Contractor to any third party, or any part of (or duties or obligations under) this Contract subcontracted, without the advance written consent of the Purchasing Agent. The County reserves the right to impose reasonable conditions precedent to giving such consent, including, but not limited to, insurance and surety bond coverage requirements. Notwithstanding the County's - consent to any assignment hereof or subcontracting hereunder, Contractor shall not be relieved from any of its obligations, duties, or responsibilities under this Contract, and no such assignment or subcontracting shall in any way change or modify the terms of this Contract. As between the parties, Contractor shall, at all times and in all respects, be fully responsible and liable for the performance of its and its subcontractors under the terms of this Contract. Except as expressly set forth in or contemplated by this Contract, Contractor shall not transfer or assign any Contract funds, or any claims due or to become due, without the advance written approval of the County's Purchasing Agent, which approval shall not be unreasonably withheld. Any unauthorized transfer or assignment of any Contract funds, whether in whole or in part, or of any interest therein, and any unauthorized assignment of; or unauthorized subcontracting under, this Contract, by Contractor shall be null and void and of no force and effect with respect to the County. J. Identification of Subcontractors. and Material Suppliers No contract may be made by Contractor with any third party for the furnishing of any services required of Contractor by this Contract without the prior written approval of the County, except that this provision shall not require the approval of employment contracts for Contractor's employees and or of subcontractors- identified in Exhibit B to this Contract. All subcontractors and material suppliers of Contractor shall be accountable to the County or Municipality while on the County's or any Municipality's property and shall abide by all security regulations imposed by the County or any Municipality. The County agrees to provide Contractor with reasonable access, at no cost or charge, to the County's facilities and systems as is necessary for Contractor to fulfill its obligations hereunder. K. Changes and Modifications The County and Contractor may, from time to time during the term of this Contract, make changes and extensions of time, or other modifications, to the Contract. All such changes, extensions, and Confidential NaP. 19. Snn/?nnR Cook County modifications shall only be made by the mutual agreement of the parties in writing. No such changes, extensions, or modifications that, individually or cumulatively, result in additional cost to the County hereunder in excess of $1,000.00, or that extend the term of this Contract, or the scheduled completion date of the Project, by thirty (30) days or more, shall be deemed to be authorized without the express prior written approval of the Board. Any such changes, extensions, or modifications that extend the term of the Contract, or the scheduled completion date of the Project, by less than thirty (30) days, or that increase the cost to the County hereunder by less than $1,000.00, may only be made with the advance approval of the Purchasing Agent. Notwithstanding the foregoing, the CIO may approve in writing modifications to the Contract which do not increase the Maximum Contract Amount or extend the term of the Contract, as the CIO deems necessary and appropriate in order to revise or modify the Equipment, Software, Deliverables, and Services to be provided under this Contract in a manner consistent with the terms hereof. Such approved modifications shall be deemed Confidential Information and incorporated into Exhibit B hereof, and a sealed copy of such approved modifications provided to the Purchasing Agent. All Equipment, Software and Services provided- pursuant to an approved modification shall be subject to all of the terms of this Contract, including, but not limited to, all Contractor warranties and representations set forth in these General Conditions. Any proposed Contract modification that contains legal terms shall be void unless explicitly approved by the Purchasing Agent in writing. L. Drug Free Workplace Certification Contractor certifies, warrants, and covenants to the County and the State of Illinois that it shall at all times during performance under this Contract provide a drug free workplace within the meaning of the Illinois Drug Free Workplace Act, 30 ILCS 580, and Contractor acknowledges that false certification, or a breach of the foregoing covenant, constitutes a material breach of this Contract and may result in sanctions being imposed upon 'Contractor, including, but not limited to, suspension of contract or grant payments, termination of this Contract by the County, or debarment of, or exclusion from, contracting or grant opportunities from the State of Illinois for up to five (5) years. Contractor shall impose the requirements applicable to Contractor under this Section upon any of its subcontractors having twenty-five (25) or more employees ("Covered Subcontractors"). Contractor certifies, warrants, and covenants that it shall, and that it shall require its Covered Subcontractors to certify, warrant, and covenant that they shall, provide a drug free workplace by: Publishing a statement: • Notifying employees that the unlawful manufacture, distribution, dispensing possession or use of a controlled substance, including, but not limited to, cannabis, is prohibited in the Contractor's or Covered Subcontractors' workplaces; • Specifying the actions that will be taken against employees for violations of such prohibition; • Notifying each employee that, as a condition of employment in the provision of Services hereunder, such employee must abide by the terms of such statement and must, prior to providing any Services hereunder and, thereafter, no later than five (5) days after conviction, notify his or her employer of any criminal drug statute conviction for a violation occurring in a workplace; f. Establishing a drug-free awareness program to inform employees about: (1) the dangers of drug abuse in the workplace; (2) the employer's policy of maintaining a drug-free workplace; (3) any available drug counseling, rehabilitation and employee assistance programs; and (4) the penalties that may 0r%nF1A-"tia1 Paan. T1 50.0i2.00R Cook County be imposed upon an employee for violations of the employer's policies (including those described above) relating or pertaining to drugs or controlled substances; g. Providing a copy of the statement required by subparagraph (a), above, to each employee engaged in the provision of Services hereunder and posting such statement in a prominent place in the work place; h. Notifying the County or the Illinois Emergency Management Agency within ten (10) days after receiving notice under part (3) of subparagraph (a), above, from an employee of any such conviction as is described therein or otherwise receiving actual notice of any such conviction; is Imposing a sanction on, or requiring the satisfactory participation in a drug abuse assistance or rehabilitation program by, any employee who is so convicted, as required by Section- 5 of the Drug Free Workplace Act; j. Assisting employees in selecting a course of action in the event drug counseling, treatment and rehabilitation is required and indicating that a trained referral team is in place; and k. Making a good faith effort to continue to maintain a drug-free workplace through implementation of, and consistently and in compliance with, the Drug Free Workplace Act. M. Accident Reports Contractor shall provide the Purchasing Agent and the CIO with a written reportwithin a reasonable time after any accident or occurrence at a work site under this Contract and involves Contractor's own personnel or those of any subcontractor regardless of whether said accident or occurrence is in the nature of -bodily injury to employees or to third parties or property damage. In any event, Contractor will provide such a report within two business days after the Contractor's Project Manager has notice of the accident. The report shall include the name of person(s) injured or otherwise involved, name of his or her employer, date, time, and location of occurrence; extent of any bodily injury and any damage to property, name(s) of eyewitnesses, the name of anyone who treated the person for injuries sustained, and such other information as may be necessary, appropriate, or requested by the County, from time to time. Contractor shall promptly notify the local police of any accident or occurrence requiring an official police record. The accident report should indicate whether the police were notified and, if so, the number of the police report. N. General Notices All notices required to be given pursuant to this Contract shall be in writing and addressed to the parties at their respective addresses set forth below. All such notices shall be deemed duly given if personally delivered, or if deposited in the United States mail, registered or certified, return receipt requested. Notice given as provided herein does not waive service of summons or process. If to the Count to: Carmen Triche-Colvin Purchasing Agent Cook County 118 N Clark Room •1018 Chicago, Illinois 60602 Confidentinl PnvP 14 r%i1?nnnnR Cook County Antonio Hylton Chief Information Officer Cook County Bureau of Technology) 69 W. Washington Street Suite 2700 Chicago, Illinois 60602 If to Contractor, to: O. Governing Law and Forum This Contract shall be interpreted under, and governed by, the laws of the State of Illinois, without regard to conflicts of laws principles. Any claim, suit, action,. or proceeding brought in connection with this Contract shall be in the Circuit Court of Cook County in Chicago, Illinois, and each party hereby irrevocably consents to the personal and subject matter jurisdiction of such courts and waives any claim that such courts do not constitute a convenient and appropriate venue for such claims, suits, actions, or proceedings. P. Severability, The parties agree that, to the extent that a court of competent jurisdiction shall determine that any part of provision of this Contract is unenforceable as a matter of law, the portion deemed unenforceable shall be severable and the remainder of the Contract shall survive and continue in .full force and effect in accordance with the terms thereof. Q. Entire Agreement This Contract, constitutes the entire agreement of Contractor and the County with respect to the subject matter hereof and supersedes all other prior and contemporary agreements, understanding, representations, negotiations, and commitments between Contractor and County with respect to the subject matter hereof. No usage of trade, or other course or regular practice or method of dealing between the parties, or with others, may be used to modify, interpret, supplement, or alter in any 'manner the express terms of this Contract. -The headings of articles, paragraphs and sections in this Contract are included for convenience only and shall not considered by either party in construing the meaning of this Contract. R. Approval Required This Contract between Contractor and County shall not become effective unless authorized and executed by the Cook County Board of Commissioners. S. Binding Effect This Contract constitutes a legal, valid, and binding contract, enforceable against Contractor and, once duly authorized and executed by the Board, against the County, in accordance with its terms. Confidential Pap -e 35 5/20/2008 Cook County T. Waiver No term or provision of this Contract shall be deemed waived, and no breach excused, unless such.waiver or excusal shall be in writing and signed by the party claimed to have waived or excused, and any such waiver or excusal so signed shall be effective only in the specific instance, and for the specific purpose, stated in such writing. Any consent by either party to, or waiver of a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of. or excuse for any other, different, or subsequent breach. No failure to exercise, and no delay in exercising, on the part of either party, any right, power, or privilege hereunder shall constitute a waiver thereof, nor shall either party's exercise of any right, power, or privilege hereunder preclude further exercise of the same right, power, or privilege or the exercise of any other right, power, or privilege hereunder. U. Non -Exclusive Remedies Unless expressly provided otherwise in this Contract, no remedy set forth in.this Contract is intended to be, nor shall be, exclusive of, or mutually exclusive with regard to, any other remedy and each such remedy shall be in addition to every other remedy given hereunder, or now or hereafter existing or available at law, in equity, by statute, or otherwise, individually or in any combination thereof. V. Neither Party Considered Drafter Despite the possibility that one party may have prepared the initial draft of this Contract or played the greater role in the physical preparation of subsequent drafts, the parties agree that neither party shall be deemed or considered the drafter of this Contract and that in construing this Contract, in the event of any claim that any provision hereof may be ambiguous, no provision hereof shall be construed in favor of one party on the ground that such provision was drafted by the other. In all respects, this Contract shall be construed as though jointly prepared by the parties. W. Survival Any provisions of this Contract that impose continuing obligations upon a party or, by their nature or terms, would be reasonably understood to have been intended to survive and continue in force and effect after expiration or termination of this Contract, shall remain in force and effect after such expiration or termination for so long as so intended. X. Governmental Immunity Notwithstanding anything to the contrary set forth elsewhere in this Contract, neither the County nor any Municipality has, and in no event shall any of them be construed to have, waived any rights or defenses of governmental immunity that it may have with respect to any matters arising out of this Contract or performance hereunder. Y. Third Party Beneficiaries The parties agree that this Contract will not create any right or cause of action for any third party, nor will Contractor be responsible for any third party claims against the County except as described in GC -13, Indemnification. Confidential Page 36 5/20/20OR Cook County Notwithstanding the foregoing, Contractor acknowledges that the Municipalities, as Permitted Users of, and participants in, the System, shall receive Services her The County agrees that any claim or suit arising out of the.enforcement of this Contract shall be maintained exclusively by the County; provided that the Contractor shall not assert, as a defense to any such claim or suit: (1) any lack of contractual privity as between the County and a Municipality; or (2) that the Municipality, rather than the County, has sustained the damages which are the subject of the claim or suit. Nothing in this paragraph .is intended to create any additional causes of action that do not otherwise exist or to reduce any defense available to the Contractor regardless of whether the damages were sustained by a Municipality. Z. Publicity Each party shall submit to the other all advertising, written promotional materials, press releases, and other publicity matters relating to this Contract, or the execution hereof, that mention or contain the other party's name or mark, or that contain language from which said name or mark may reasonably be inferred or implied, and neither party shall publish or disclose any such advertising, promotional materials, .press releases, or publicity matters without the prior written approval of the other party. Nevertheless, a party may disclose the other party's name and the fact of the existence of this Contract whenever required by applicable laws or regulations and Contractor may reference the name of the County as a part of its general client list without the need to first obtain the County's prior written approval. A.A. Product Safety All non -Contractor Equipment must be approved by Contractor's Product Safety Review Board, or equivalent, prior to Contractor placing an order on the County's behalf. Contractor represents that all Contractor Equipments currently have those approvals. This notwithstanding, Contractor shall not provide to the County, or procure on the County's behalf, any item of Equipment for use in the Project unless that Equipment meets or exceeds the greater of; ' 1) the safety standards of the County applicable to such Equipment; or 2) the safety standards of the Municipality where the Equipment will be Installed that are applicable to such Equipment. If any item of Equipment does not meet Contractor's product safety specifications or the applicable safety standards of the County or Municipality, as described in the preceding paragraph, Contractor will work with County to identify an alternate conforming product. Procurement of an alternate conforming product will occur. only upon the County's approval. In the event that a satisfactory alternate product cannot be identified, this Contract may be terminated by either party without liability to the other party. BB. Miscellaneous Cook County is solely responsible for the actual content of any County data file, the selection and implementation of controls on its access and use, and procedures for the security of the stored County data. CC. Audit; Examination of Records The Contractor shall be responsible for establishing and maintaining records sufficient to document the charges invoiced associated with performance under the terms of this Contract. The Contractor acknowledges that grant funding received by the County will be used by the County to fund the cost of Confidential Paize 37 5/20/2008 Cook County this. Contract. The Contractor agrees that upon receipt of a reasonable written request, the County Auditor, the Illinois Emergency Management Agency or the United States Department of Homeland Security, Office of Domestic Preparedness, or any of their duly authorized representatives shall, until expiration of three (3) years after the final expenditure report submitted by the County to the Illinois Emergency Management Agency, or until related audit findings have been resolved, whichever is later, have access and the right to examine any non -confidential pertinent books documents, papers, canceled checks, invoices, and records of the Contractor directly related to the transactions related to this Contract including (i) charges paid by the County, or (ii) Contractor's compliance with any term; condition or provision hereof. Such access and right shall be: (i) at the County's sole expense; (ii) conducted during Contractor's normal business hours; and (iii) subject to Contractor's security procedures. For the purposes of this paragraph, "confidential" shall mean Contractor's proprietary financial information such as labor rates, profit margins, and the like. The Contractor further agrees that it shall include in all of its subcontracts hereunder a provision that the subcontractor agrees that the County Auditor or any of its duly authorized representatives shall, until expiration of three (3) years after the final expenditure report submitted by the County to the Illinois Emergency Management Agency, or until related audit findings have been resolved, whichever is later, have access and the right to examine any books, documents, papers, payroll records, canceled checks, bank statements, purveyor's and other invoices and records for such subcontractor involving transactions relating to the subcontract, or to such subcontractor's compliance with any term, condition or provision there under or under the Contract. In the event the Contractor receives payment under the Contract, reimbursement for which is later disallowed by the County because Contractor has overcharged or improperly charged Cook County under the Contract, the Contractor shall promptly refund the disallowed amount to the County on request, or at the County's option, the County may credit the amount disallowed from the next payment due or to become due to the Contractor under any contract with the County. [Remainder of page deliberately left blank] Confidential Pap -e 38 5/20/2008