Strategic Communications and Public Relations

METROPOLITAN PIER AND EXPOSITION AUTHORITY

AGREEMENT FOR

STRATEGIC COMMUNICATIONS CONSULTANT

RFP #2026-27-M

This agreement for Strategic Communications Consulting Services ("Agreement") shall be effective as of the date of the last signature below (the "Effective Date"), by and between the Metropolitan Pier and Exposition Authority, a body politic and municipal corporation existing under the laws of the State of Illinois ("Authority") and INSERT (the "Consultant"). The Authority and Consultant may be referred to herein individually as "Party" or collectively as "Parties".

BACKGROUND

The Authority issued a Request for Proposals ("RFP") to retain a Consultant to provide strategic communications services as set forth in the Scope of Services defined below (the "Services"). Consultant submitted a response to the RFP ("Proposal") and represents that it is ready and able to perform the Services specified in this Agreement. Consultant submitted a response to the RFP ("Proposal") on INSERT, and the MPEA approved award of this contract on INSERT.

Consultant represents that it is ready and able to perform the Services specified in this Agreement. The parties therefore agree as follows:

TERMS

Term. This Agreement is effective as of the date of the last signature below (the "Effective Date") and will remain in effect for an initial term of two (2) years (the "Initial Term"). The Authority shall have the option to extend this Agreement for up to three (3) additional one (1)-year terms (each, a "Renewal Term") by providing written notice of extension to the other party at least thirty (30) days before the expiration of the then-current term. The terms and conditions of this Agreement during any Renewal Term shall remain the same as those in effect immediately prior to renewal unless otherwise agreed in writing by the parties. Notwithstanding the foregoing, this Agreement may be terminated prior to the expiration of the Initial Term or any Renewal Term in accordance with Section 16 (Termination), and any such termination will end the Term as of the effective date of termination.

Agreement Documents: The Agreement shall be deemed to include this document and the following exhibits and attachments, all of which are incorporated into and made a part of this Agreement (the "Agreement Documents"):

Exhibit 1 - Scope of Services

Exhibit 2 -Staffing Plan and Organizational Chart

Exhibit 3 - Pricing

Exhibit 4- Special Conditions Regarding Minority & Women Owned Business Enterprises

Exhibit 5 - RFP #2026-27-M for Strategic Communications Consultant including Consultant's response, to the extent it is consistent with the RFP documents, and all attachments which are incorporated herein by reference.

Exhibit 6 - Insurance Requirements

In the event of a conflict between this document and any exhibit, the provisions of this Agreement shall control.

Scope of Service. Consultant will perform the Services on an as-needed basis, as further described in the Scope of Services attached to this Agreement as Exhibit 1.

Assigned Personnel. Upon execution of this Agreement, and thereafter as personnel changes occur, Consultant will designate (and update as necessary) a member of its staff to serve as the day-to-day liaison for the Services. Consultant will assign and maintain dedicated, competent personnel who are properly equipped and qualified to perform the Services under this Agreement, as set forth in Exhibit 1 and Exhibit 2. The Authority will have the right to review and approve Consultant's personnel selections and may reject any individual at any time if the Authority, in its sole and unlimited discretion, determines that the individual is not qualified or is otherwise unfit to perform the work.

Standard of Performance: Consultant shall perform all Services as set forth in this Agreement with that degree of skill, care and diligence customarily required of a professional performing services of comparable scope, purpose and magnitude comparable and similar to the nature of the Services to be provided under this Agreement, and in conformance with the applicable professional standards. Consultant shall at all times use its best efforts on behalf of the Authority to ensure timely and satisfactory rendering and completion of its Services. Consultant shall ensure that Consultant and all of its employees performing Services under this Agreement shall be: (i) qualified and competent in the applicable discipline or industry; (ii) appropriately licensed as required by law; (iii) strictly comply with all City of Chicago, State of Illinois, and federal laws applicable to the Services; and (iv) strictly conform to the terms of the RFP and this Agreement. Consultant remains responsible for the professional and technical accuracy of all Services and deliverables furnished, whether such services are rendered by the Consultant or others on their behalf. No review, approval, acceptance, nor payment for any and all of the Services by the Authority shall relieve the Consultant from the responsibilities referenced herein. If Consultant fails to comply with any of the above standards, Consultant must perform again, at its own expense, any and all Services required as a direct or indirect result of such failure. The duty to perform again is in addition to and not a limitation of any other remedies available to the MPEA under this Agreement, at law, or in equity.

Time is of the Essence: Consultant shall proceed to perform the Services under the terms of this Agreement promptly and diligently, in accordance with the Agreement. Unless otherwise provided herein or as otherwise specified at time of order, Services shall be performed in conformance with specifications set forth by the Authority.

Consultant as Independent Contractor: Consultant as well as Consultant's agents, employees and assigned personnel provided under this Agreement are independent contractors. Nothing in this Agreement is intended or should be construed as in any way creating or establishing the relationship of partners or joint venturers between the Authority and Consultant, or as constituting Consultant or any officer, owner, employee or agent of Consultant as an agent, representative or employee of the Authority for any purpose or in any manner whatsoever. Consultant shall be responsible for any and all personal injury or property damage that Consultant may suffer in the course of or in connection with the performance of the Services under this Agreement. Consultant agrees not to make any claims against the Authority or any of its board members, officers, employees, agents or assigns for any injury or loss that Consultant may suffer. As an independent contractor, Consultant is solely responsible for determining the means and methods for performing the Services.

Audit, Inspection and Retention of Records: Consultant shall maintain and retain records showing the actual time expended in performance of the Services for which Consultant seeks compensation, and receipts evidencing the actual costs for all reimbursable expenses for which Consultant requests compensation. The Consultant shall permit an authorized representative of the Authority to inspect, copy and audit all data and records of the Consultant for the performance of the Services. Such records shall be made available at Consultant's office during the term of the Agreement and shall be retained for a period of no less than five (5) years subsequent to the expiration of the Agreement.

Compensation/Invoices/Reimbursement:

a. Compensation: Consultant shall receive compensation in the amount and schedule as set forth in Exhibit 3. All invoicing and requests for payment shall be in such form and with such documentation as required by the Authority. Under no circumstances shall the compensation exceed the agreed upon pricing set forth in Exhibit 3 without a prior written amendment to this Agreement as provided herein.

b. Expenses; Prior Written Approval Required. The Authority will reimburse Consultant only for reasonable, necessary out-of-pocket expenses that are (i) incurred solely in performance of the Services, (ii) incurred on behalf of the Authority, and (iii) specifically approved by the Authority in writing in advance of being incurred and in advance of invoicing. Consultant will invoice approved reimbursable expenses at cost, without markup, and will provide itemization and supporting documentation as required by the Authority. Reimbursable expenses may include, if pre-approved in writing.

c. Invoicing; Payment; Disputes. Consultant will submit invoices to the Authority monthly in arrears (or upon delivery of discrete deliverables, if applicable), describing the Services performed during the preceding billing period, hours worked, applicable rates, and all pre-approved reimbursable expenses, together with supporting documentation required by the Authority, and identifying any approved Additional Services (Section b). The Authority will pay undisputed amounts within forty-five (45) days after receipt of an approved invoice and required supporting documentation, subject to the Maximum Compensation in Exhibit 3. If the Authority objects to any portion of an invoice, it will notify Consultant promptly, and the parties will work in good faith to resolve the dispute; the Authority will timely pay the undisputed portion. Neither initial payment nor any progress payment constitutes acceptance of the Services or deliverables. No additional or different terms may be included on any invoice.

d. Subcontractors. Consultant is solely responsible for timely payment of all subcontractors and suppliers. After the first partial payment, the Authority may withhold subsequent payments until Consultant provides evidence satisfactory to the Authority that all amounts owed in connection with performance of this Agreement have been paid. After notice to Consultant, the Authority may pay unpaid persons amounts the Authority reasonably determines are due in connection with this Agreement (whether or not a claim or lien has been filed) unless, within ten (10) calendar days after notice, Consultant (i) demonstrates to the Authority's reasonable satisfaction that the sums are not due or (ii) provides adequate security. Any amounts paid by the Authority under this subsection may be offset against amounts otherwise payable to Consultant.

All subcontractors are subject to the Authority's prior approval. Consultant shall cause all subcontractors to be bound by the same terms and conditions as those in this Agreement. Consultant may award fixed amount lump sum Agreements to its subcontractors solely upon prior written approval by the Authority.

All billing by Consultant to the Authority for Services performed by a subcontractor shall be at actual cost, with no markup by Consultant. Consultant shall endeavor to coordinate activities and use third party services for the benefit of the Authority to the extent such subcontractors are necessary.

Additional Services. No change increasing or decreasing the Scope of Services required under this Agreement shall be made unless previously authorized by the Authority as required by law, and no claim for extra compensation will be considered unless such prior authorization has been obtained. If modifications to the Scope of Services cause an increase or decrease in the Consultant's cost of, or time required for, performance of Services, an equitable adjustment shall be reached by mutual agreement of the parties. The Consultant acknowledges that additional services involving a change to the Agreement pricing may require the prior approval of the Board of the Authority. Any claim by the Consultant for adjustment under this clause must be submitted in writing by the Consultant to the Authority. The Authority will pay the Consultant for such approved additional services on the Blended Rate set forth in Exhibit 3 (plus authorized reimbursable expenses), or on such other basis as may be agreed to by the parties, and invoices for payment shall have these costs tabulated separately. Upon approval of additional services by the Authority, the Authority and the Consultant shall execute an amendment to this Agreement as may be necessary to evidence the agreement of the parties regarding the changes in Services and related compensation.

Insurance Requirements: Before commencing any Services, and at its sole cost and expense, Consultant shall procure and maintain throughout the Term the insurance coverages and limits set forth in Exhibit 6 (the "Insurance Requirements"), which is incorporated by reference. No Services may commence unless and until Consultant has obtained the required insurance and delivered to the Authority certificates of insurance (and, upon request, copies of the additional insured endorsements) evidencing such coverage. Each applicable policy shall name The Metropolitan Pier and Exposition Authority, facilities, agents, officers, board members and employees as additional insureds by endorsement. Consultant's duty to indemnify the Authority is independent of, and not limited by, the insurance required under this Agreement or otherwise maintained by Consultant.

Indemnification:

Duty. Duty. Except to the extent arising from the Authority's willful misconduct or gross negligence Consultant shall at its sole expense indemnify, hold harmless, and defend the Authority, its Board members, officers, agents, and employees (collectively, the "Indemnified Parties") harmless against all injuries, death, losses, damages, claims (including intellectual property claims) suits, liabilities, judgments, and expenses (including attorney fees and court costs) (individually or collectively, "Loss"), which may in any way accrue against any Indemnified Party in consequence of this Contract or its performance, to the extent such Loss is caused through the negligence or omission of Consultant, its employees or agents or that of Consultant's sub-Contractors or their respective employees. Consultant shall appear, defend and pay all charges of attorneys and all costs and other expenses arising from or incurred in connection with a claim, regardless of the perceived merits. If any judgment is rendered against any Indemnified Party in an action, Consultant shall, at its sole expense, satisfy and discharge it. To the extent permissible by law, Consultant waives any limits to the amount of its obligations to indemnify, defend or contribute to any sums due pursuant to Consultant's obligations under this Article 12, including any claim by any employee of Consultant that may be subject to the Workers Compensation Act, 820 ILCS 305/1 et seq. or any other law or judicial decision (such as Kotecki v. Cyclops Welding Corporation, 146 Ill. 2d 155 (1991). The Indemnified Parties, however, do not waive any limitations they have on liability under the Illinois Workers' Compensation Act, the Illinois Local Government and Governmental Employees Tort Immunity Act, or any other statute. In the event of concurrent responsibility, each party shall share equally in the defense and indemnity cost.

No Limitation on Account of Insurance. The insurance Consultant is required by this Contract to carry, or does carry, or the insurance carried by any Indemnified Party, in no way limits or relieves Consultant of its duty to defend and indemnify the Indemnified Parties under this Contract.

Affirmative Obligation. Consultant's defense, indemnification and hold harmless obligations to any Indemnified Party will remain an affirmative obligation of Consultant unless and until a court of competent jurisdiction finally determines otherwise and all opportunities for appeal have been exhausted or have lapsed.

Equal Employment Opportunity/Non-Discrimination and Minority and Women-Owned

Business Enterprise Goals.

Equal Employment Opportunity/Non-Discrimination. Throughout the term of this Agreement, Consultant, in performing the Services under this Agreement, shall not discriminate against any worker, employee or applicant, nor any member of the public on the basis of race, color, religion, age, sex or national origin, ancestry, marital status, physical or mental handicap unrelated to the person's ability to perform the duties of a particular job or position, or unfavorable discharge from military service, nor otherwise commit an unfair labor practice, with respect to, but not limited to, the following actions: recruitment, hiring, training, employment, transfer, upgrading, promotion, compensation, working conditions, layoffs and termination. Consultant shall post in conspicuous places, available to employees and applicants for employment or apprenticeship programs, notices setting forth the provisions of this non-discrimination clause. Consultant shall take affirmative action to assure equality of employment opportunity and to eliminate the effects of past discrimination, shall comply with the procedures and requirements of and cooperate with the Illinois Department of Human Rights. Attention is particularly drawn to the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq.; to the Illinois Veterans Preference Act, 330 ILCS 55/0.01 et seq.; to the Civil Rights Act of 1964, 42 U.S.C. Sec. 2000 et seq.; (1988) and the Civil Rights Act of 1991; The Age Discrimination in Employment Act, 42 U.S.C. Sec. 6101 et seq. (1988); the Rehabilitation Act of 1973, 29 U.S.C. Secs. 793-94 (1988); the Americans with Disabilities Act, all as amended from time to time, and to applicable federal, state and local rules and regulations. Consultant shall further incorporate this clause in all Agreements with subcontractors and with all labor organizations furnishing skilled, unskilled and craft union skilled labor, or who may perform any such labor or services in connection with this Agreement.

Special Conditions. The Authority has adopted and maintains a minority and women- owned business enterprise procurement program for any and all work undertaken on behalf of the Authority. The Authority's overall goals for MBE and WBE participation in the performance of all goods and services are 25% and 5% respectively. Consultant acknowledges and agrees that it shall comply with the Special Conditions Regarding Minority and Women-Owned Business Enterprises set forth in Exhibit 4.

Compliance. As part of its review and approval of the Consultant's monthly payment requests, the Authority will monitor the Consultant's performance to reasonably satisfy itself that the Consultant will meet its commitment and use its good faith efforts to achieve the maximum MBE/WBE allocation. In order for the Authority to ensure that the Consultant complies with its MBE/WBE commitment, the Consultant shall submit certified monthly statements with its invoices that include information on the level and scope of MBE and WBE participation in monetary terms as well as a description of the services provided by each MBE and WBE.

Remedies for Noncompliance. In the event the Consultant fails to fulfill its obligations under this Section 17, the Authority shall have available to it appropriate remedies at law or in equity, including the right to withhold amounts due to the Consultant for any of the Services until the Consultant provides a corrective action plan which has been approved by the Authority or demonstrates to the Authority's satisfaction that all good faith efforts to comply with the goals set forth herein have been exhausted, together with the ability to disqualify the Consultant from all future work that may from time to time be undertaken by the Authority as well as all unfinished Services under this Agreement.

Authority's Proprietary Rights-Names and Logos. The Authority owns all right, title and interest in: (a) the trademarks/service marks MCCORMICK PLACE(R), MCCORMICK PLACE, and MCCORMICK SQUARE and Design, (b) certain likenesses of McCormick Place(R); and (c) certain other logos, trademarks, trade names and service marks (collectively the "MPEA Marks"). Consultant may not use the MPEA Marks for any purpose without the Authority's express written consent, nor may Consultant permit anyone else to do so.

Consultant Representations: Consultant warrants that it is fully qualified to perform this Agreement in its area of expertise, and represents that (a) by its own independent investigation, it has ascertained (i) the nature of the Services required, (ii) the conditions involved in performing the Services, and (iii) its obligations under this Agreement, and (b) it will verify all information furnished by the Authority, satisfying itself as to the correctness and accuracy of that information, and if incorrect or inaccurate, has taken appropriate exception and has determined correct and accurate information. Any failure by Consultant to investigate independently and become fully informed will not relieve Consultant from its responsibilities under this Agreement.

Termination:

Termination for Convenience: The Authority may terminate this Agreement, in whole or in part, at any time and for any reason, in the Authority's sole discretion, by providing written notice to Consultant specifying the effective date of termination. Upon receipt of such notice, Consultant shall immediately discontinue the terminated Services as of the effective date, incur no further costs chargeable to the Authority, and take all actions reasonably directed by the Authority to wind down performance, including delivering to the Authority all work in progress, deliverables (completed or partially completed), and Authority property and information.

The Authority's sole obligation upon termination is to pay Consultant for Services actually performed through the effective date of termination to the extent authorized under this Agreement and accepted by the Authority, plus pre-approved reimbursable expenses properly incurred through the effective date. The Authority will have no obligation to pay for unperformed Services, unaccepted work, costs incurred after the effective date, cancellation charges, lost profits, anticipatory profits, unabsorbed overhead, or any consequential, incidental, or punitive damages.

Except for amounts, if any, finally determined to be due under this Section, Consultant irrevocably waives and releases any and all claims against the Authority arising out of or relating to this Agreement or its termination.

Termination for Cause: The Authority may terminate this Agreement, in whole or in part, immediately upon written notice to Consultant if an Event of Default occurs. "Event of Default" includes:

Misrepresentation. Any material misrepresentation or omission by Consultant (whether negligent or willful) in connection with this Agreement or the Services.

Failure to Perform. Any failure to perform the Services in a timely, competent, and professional manner, including failure to meet required response times, availability/coverage commitments, or deadlines established by the Authority.

Unauthorized Communications / Lack of Approval. Any communication, statement, outreach, publication, social media post, press release, talking points, or engagement with media, stakeholders, or third parties regarding the Authority (or any incident involving the Authority) that is made without the Authority's prior written approval or contrary to the Authority's direction.

Confidentiality. Any breach (or suspected breach) of confidentiality, privacy, data security, or mishandling of Authority information, including drafts, strategies, incident details, or nonpublic communications.

Conflicts of Interest. Any actual or potential conflict of interest not disclosed in writing and approved by the Authority, including representing or advising any person or entity whose interests are adverse to the Authority in connection with a matter that is the same as or substantially related to the Services.

Reputational Harm / Misconduct. Any act or omission by Consultant (or its personnel/subcontractors) that, in the Authority's reasonable judgment, materially harms or is reasonably likely to materially harm the Authority's reputation, public trust, or stakeholder relationships, or undermines the Authority's crisis response.

Key Personnel / Subcontracting. Failure to provide agreed key personnel, unauthorized substitution of key personnel, or subcontracting/assignment without the Authority's prior written consent.

Compliance Failures. Failure to comply with any material requirement of this Agreement, the RFP, or applicable law/policy, including insurance, indemnification, nondiscrimination, and MBE/WBE requirements.

Insolvency. Consultant becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, or becomes subject to bankruptcy or similar proceedings that, in the Authority's reasonable judgment, impairs performance.

Criminal/Civil Findings. Conviction, guilty or nolo contendere plea, or civil finding of liability involving fraud, dishonesty, or misconduct that relates to the Services or materially and adversely affects any governmental entity.

Authority Determination; No Right to Cure. The Authority, in its sole discretion, will determine whether any act or omission constitutes a default, whether the default is material, and whether the default is capable of cure. Consultant has no right to notice or an opportunity to cure unless the Authority elects to provide it. If the Authority elects to allow cure, the Authority will issue written notice describing the default and any cure requirements and deadline. Consultant shall cure strictly in accordance with the notice, to the Authority's satisfaction, within the time stated.

Immediate Suspension. Upon any actual or suspected default, or if the Authority reasonably determines that continued performance may (i) impair the Authority's operations, (ii) increase the Authority's risk, cost, or exposure, (iii) compromise confidentiality, security, or legal compliance, or (iv) cause reputational harm, the Authority may immediately suspend all or any portion of the Services by written notice. Consultant shall promptly comply with any suspension directive. The Authority will have no liability for costs incurred by Consultant as a result of a suspension.

No Cure Defaults. Without limiting the Authority's discretion, the Authority may terminate immediately, without notice or opportunity to cure, for defaults involving: (i) unauthorized public statements or communications regarding the Authority; (ii) breach or threatened breach of confidentiality, privacy, or information security; (iii) conflicts of interest or failure to disclose conflicts; (iv) fraud, misrepresentation, or misconduct; (v) abandonment or repeated failure to meet required response times/deadlines; (vi) loss of required insurance, licenses, or certifications; or (vii) insolvency/bankruptcy events that, in the Authority's judgment, impair performance.

Effect of Termination; Delivery; Transition Assistance. Upon notice of termination or suspension, Consultant shall immediately (unless directed otherwise): (a) stop the terminated Services; (b) incur no further costs chargeable to the Authority; (c) deliver to the Authority all work product, deliverables, drafts, work in progress, records, media lists, accounts/credentials (to the extent Authority-owned), and other materials prepared or obtained in connection with the Services, whether completed or in process; (d) preserve and, upon request, provide copies of all Authority-related communications and records; and (e) provide reasonable transition assistance as directed by the Authority to minimize disruption, at no additional charge except as expressly authorized in writing.

Cumulative Remedies. The Authority's rights and remedies are cumulative and in addition to any other rights or remedies available at law, in equity, or under this Agreement. The Authority may exercise any remedy or combination of remedies.

Remedies. Without limiting the foregoing, upon a default the Authority may, in its sole discretion:

Step-In/Completion. Take over, assume, and complete the Services (or any portion) directly or through others, and recover from Consultant all costs and expenses incurred by the Authority in doing so, including administrative costs and internal costs to the extent permitted by law.

Withhold/Setoff. Withhold payments and set off against any amounts due or to become due to Consultant any damages, costs, expenses, or other amounts the Authority determines are owed or may be owed arising out of or relating to the default.

Rebid. Procure substitute services and recover from Consultant any excess costs and related expenses.

Damages. Recover all damages, losses, costs, and expenses arising out of or relating to the default (including reasonable attorneys' fees and costs to the extent permitted by law).

Termination. Terminate this Agreement as to any or all Services not yet performed, effective on the date specified by the Authority.

Nonresponsibility. Determine Consultant to be nonresponsible and/or ineligible for future awards by the Authority to the extent permitted by law and applicable procurement requirements.

Other Remedies. Exercise any other remedy available under this Agreement or permitted by law.

No Waiver. No delay or failure by the Authority to exercise any right or remedy will operate as a waiver. No waiver is effective unless in a writing signed by the Authority. A waiver of any default is not a waiver of any other default or of the same default on a later occasion.

Wrongful Default Termination Conversion. If a court of competent jurisdiction finally determines that the Authority wrongfully terminated this Agreement for default, the termination will be deemed a termination for convenience, and Consultant's sole and exclusive remedy will be limited to the amounts payable under the termination-for-convenience provision, with no entitlement to lost profits, consequential damages, or other relief.

Cooperation: The parties shall cooperate in good faith to implement the terms of this Agreement. At such time as this Agreement is terminated or expires, the parties shall undertake in good faith efforts to assure an orderly transition to another provider of the Services, if any. Consultant shall make an orderly demobilization of its own operations, provide the Services uninterrupted until the effective date of termination or expiration, and otherwise comply with the reasonable requests and requirements of the Authority in connection with the termination or expiration.

Ownership of Documents: Any and all documents, data, studies, and reports prepared or compiled in connection with the performance of the Services (collectively, the "Deliverables") are to be property of the Authority. During the performance of the Services, the Consultant will be responsible for any loss or damage to the Deliverables while they are in its possession and any such loss or damage to the Deliverables will be restored at the expense of the Consultant. Full access to the work during the preparation of all Deliverables will be available to the Authority during normal business hours upon reasonable notice.

Conflicts of Interest: Consultant represents that, to Consultant's knowledge, no actual or potential conflict of interest exists that would impair Consultant's ability to perform the Services for the Authority. Consultant shall promptly disclose in writing to the Authority any actual or potential conflict of interest that arises during the Term, including representing or advising any person or entity whose interests are adverse to the Authority in connection with the same or a substantially related matter. Consultant shall not proceed with any such engagement, or continue performance of the Services, unless the Authority provides prior written approval.

Consistent with Section 19.1, Consultant represents that (a) Consultant has no agreement, relationship, or obligation with any third party that would create an actual or potential conflict of interest or otherwise impair Consultant's ability to perform the Services for the Authority; and (b) Consultant has not offered, given, or agreed to give any Authority board member, officer, employee, or agent any compensation, gift, or other thing of value in connection with this Agreement or the Services. Consultant shall promptly disclose in writing to the Authority any facts or circumstances that could reasonably be expected to give rise to an actual or potential conflict of interest and shall not proceed with, or continue, performance of the Services unless the Authority provides prior written approval.

Confidentiality; Public Records. Consultant shall keep confidential and use solely for performance of the Services all non-public information disclosed by the Authority that is marked or reasonably understood to be confidential ("Confidential Information") and shall not disclose Confidential Information to any third party except with the Authority's prior written consent or as required by law. Consultant acknowledges the Authority is a governmental entity subject to applicable public records laws (including the Illinois Freedom of Information Act) and that the Authority cannot promise confidentiality where disclosure is required. If Consultant receives any request, subpoena, or demand seeking Authority records or Confidential Information, Consultant shall promptly notify the Authority (unless legally prohibited) and reasonably cooperate with the Authority's response, including identifying any portions Consultant contends are exempt from disclosure.

Copyright. The Consultant and the Authority intend that, to the extent permitted by law, the Deliverables to be produced by the Consultant at the Authority's instance and expense pursuant to this Agreement are conclusively deemed "works made for hire" within the meaning and purview of Section 101 of the United States Copyright Act, 17 U.S.C. Section 101 et seq., and that the Authority will be the copyright owner of the Deliverables and of all aspects, elements and components of them in which copyright can subsist.

To the extent that any Deliverable does not qualify as a "work made for hire", the Consultant hereby irrevocably grants, conveys, bargains, sells, assigns, transfers and delivers to the Authority, its successors and assigns, all right, title and interest in and to the copyrights and all U.S. and foreign copyright registrations, copyright applications and copyright renewals for them, and other intangible, intellectual property embodied in or pertaining to the Deliverables prepared for the Authority under this Agreement, free and clear of any liens, claims or other encumbrances, to the fullest extent permitted by law. The Consultant will execute all documents and perform all acts that the Authority may reasonably request in order to assist the Authority in perfecting their rights in and to the copyrights relating to the Deliverables, at the sole expense of the Authority. The Consultant warrants to the Authority, its successors and assigns, that on the date of transfer the Consultant is the lawful owner of good and marketable title in and to the copyrights for the Deliverables and has the legal rights to fully assign them. The Consultant further warrants that it has not assigned any copyrights nor granted any licenses, exclusive or nonexclusive, to any other party, and that it is not a party to any other agreements or subject to any other restrictions with respect to the Deliverables. The Consultant warrants and represents that the Deliverables are complete, entire and comprehensive, and that the Deliverables constitute a work of original authorship.

Meetings: In performing the Services, Consultant agrees to attend and actively participate in all required meetings with representatives of the Authority as well as the Authority's agents and contractors.

Changes: No changes to this Agreement are effective unless in a written amendment signed by the authorized representatives of the parties.

Assignment and Subcontracting: Consultant shall not assign or subcontract the Agreement, or any portion thereof, or any payment due under the Agreement, without the written consent of the Authority. In no case shall such consent relieve the Consultant from the obligations herein entered into or change the terms of this Agreement and each and every one of the covenants, promises, and agreements of the Consultant shall extend to and be binding upon the successors and assigns of the Consultant.

Compliance with Laws:

Consultant shall at its own expense comply with all federal, state and local laws, codes, ordinances and regulations applicable to this Agreement and the performance of the Services hereunder whether by reason of general law or the specific Services required. Consultant shall pay all contributions, premiums, or taxes of whatever nature (including any interest or penalties) that are required of it under any federal, state or local laws arising out of the performance of this Agreement.

Consultant shall comply with applicable license or permit requirements and hold the Authority harmless against any liability in connection with licenser, permitting, or taxes. Consultant shall obtain and pay for all permits, licenses, and fees which may be necessary for the prosecution and completion of its duties and obligations under the Agreement, including royalties for playing, using, or performing right-protected Services. Consultant and all subcontractors shall be duly licensed to operate in the State of Illinois and the City of Chicago. Consultant is liable to the Authority for all losses, expenses, including attorneys' fees, attributable to any acts of commission or omission by Consultant, its employees and agents, and subcontractors resulting from failure to comply with any federal, state or local laws, codes, ordinances or regulations including, but not limited to, any fines, penalties, or corrective measures.

Applicable Law/Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Any suit regarding this Agreement or any alleged breach thereof shall be brought only in courts located in Chicago, Illinois, and the parties consent to the jurisdiction and venue of the courts located in the County of Cook, State of Illinois.

Accuracy and Update of Information: In connection with the RFP and this Agreement, Consultant has furnished and will continue to furnish various certifications, affidavits, and other information and reports. Consultant represents that any such material and information furnished in connection with the RFP or this Agreement is truthful and complete. Consultant shall promptly update such material and information to be complete and accurate as needed due to events or changes occurring after the date of this Agreement.

Notices: Any notice required to be given under this Agreement shall be in writing and shall be given by facsimile, by personal delivery, by United States registered or certified mail, return receipt requested, or by a courier service, with all delivery and postage charges prepaid. A notice is considered to have been given on the day actually received (facsimile, personal delivery, or courier) or refused (personal delivery, courier, or mail), or if unclaimed, on the third day following the day on that it was sent by courier or deposited with the United States Post Office.

Either party may, at any time, change its address for notices by sending a notice to the other party stating the change and setting forth the new address.

Severability and Waiver:

The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the provision shall be considered reformed to reflect the intent thereof to the greatest extent possible consistent with law.

The failure of either party to insist, in any one or more instances, upon the performance of any of the terms, covenants, or conditions of this Agreement, or to exercise any right herein, shall not be construed as a waiver or relinquishment of such term, covenant, condition or right as respects further performance.

Interpretation: Headings of this Agreement are for convenience of reference only and do not modify, define or limit the provisions thereof. Words of any gender shall be deemed and construed to include correlative words of the other genders. Words importing the singular number shall include the plural number and vice versa, unless the context shall otherwise indicate. All references to any exhibit or document shall be deemed to include all supplements and/or amendments thereto entered into in accordance with the terms of this Agreement. All references to any person or entity shall be deemed to include any person or entity succeeding to the rights, duties and obligations of such person or entity in accordance with the terms of this Agreement.

Entire Agreement: This Agreement as defined in Section 2 represents the entire agreement between the parties with respect to the matters covered in it. No other Agreements, representations, warranties or statements, whether oral or written, are binding on either party, except to the extent that the Authority has relied on the representations and disclosures in the Proposal submitted by Consultant. This Agreement may be amended or modified only by a written instrument executed by the parties.

Consents and Approvals: The parties represent and warrant to each other that each have obtained all requisite consents and approvals, whether required by internal operating procedures or otherwise, for entering into this Agreement and the undertakings contemplated hereby.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

Order of Precedence. In case of any inconsistency, conflict, or ambiguity among the Contract Documents, the documents shall govern in the following order: (a) Written amendments to this Agreement; (b) the Agreement; (d) the scope of work; (e) other Contract Documents listed in this Agreement.

Exhibits: All of the Exhibits referenced in Section 2 are attached hereto and incorporated as part of this Agreement and shall have the same meaning as if they were incorporated fully within the text of this Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of the last signature affixed below.

Exhibits: