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2. In the event of termination by ADS for cause, ADS Subcontractors. Client shall indemnify and hold harmless ADS
<br /> will be entitled to invoice Client and will be paid for all and ADS' Subcontractors from all claims,damages,losses,and
<br /> services rendered and all reimbursable expenses incurred expenses,including attorneys'fees arising out of such use.
<br /> through the effective date of termination.
<br /> 4.03 Changes,Modifications and/or Amendments
<br /> B.For Convenience A. All changes,modifications and/or amendments to this
<br /> 1. Either party may terminate this Agreement for its Agreement or Exhibit A hereto shall be made in writing and
<br /> convenience upon sixty (60) days written notice to the other shall be signed by both Parties.
<br /> party. If this Agreement is terminated by the Client for its 4.04 Insurance
<br /> convenience, ADS shall be paid a reasonable amount for A. ADS shall maintain,during the tern of this
<br /> expenses directly attributable to termination, both before and Agreement,the following insurance:
<br /> after the effective date of termination, including, but not
<br /> limited to demobilization expenses and costs associated with a) Workers' Compensation in accordance with
<br /> terminating subcontract agreements.
<br /> statutory requirements;
<br /> ARTICLE 4-GENERAL CONSIDERATIONS b) Employers'Liability
<br /> 1) Each accident
<br /> 4.01 Warranty $500,000
<br /> A. All new products manufactured by ADS will be free 2) Disease,policy limit
<br /> from defects in material and workmanship for up to one (1) $500,000
<br /> year following the date of shipment from ADS. Any 3) Disease,each employee
<br /> unauthorized repair or replacement, use, installation or $500,000
<br /> incorporation of unauthorized parts or accessories, including c) General Liability
<br /> without limitation opening up a monitor,will void this product 1) Each occurrence(bodily injury and property damage)
<br /> warranty. Any repair or replacement will be covered by this $1,000,000
<br /> new product warranty for ninety (90) days from the date that 2) General Aggregate
<br /> such repaired or replaced product is shipped from ADS. This $2,000,000
<br /> warranty is available to the Client as the original purchaser of d) Excess or Umbrella Liability
<br /> the product and only if it has been installed, operated, and 1) Each Occurrence
<br /> maintained in accordance with ADS' standards. This $1,000,000
<br /> warranty does not apply to damage by catastrophes of nature, 2) General Aggregate
<br /> fire, explosion, acts of God (including, but not limited to, $1,000,000
<br /> lightning damage and power surges), accidents, improper use
<br /> or service, damage during transportation, or other similar
<br /> causes beyond ADS' control. The City of Decatur,Illinois,and its officers,employees and
<br /> agents are to be listed on ADS's policies as additional
<br /> 2. To the extent allowed by law, ADS hereby expressly insureds. The insurance company(ies)providing coverage
<br /> excludes any warranty for design defect. While products shall have a rating by AM Best of at least A-and VI. ADS
<br /> manufactured by ADS are designed and manufactured to meet may purchase a combination of primary policies at lower
<br /> published specifications,ADS may from time to time improve limits with the remaining limits provided by an umbrella.
<br /> products currently in the market. However, purchased
<br /> hardware manufactured to a previous design will only be
<br /> replaced or upgraded at ADS' discretion. 4.05 Controlling Law, Venue and Dispute Resolution
<br /> A. The Parties shall endeavor to resolve any disputes
<br /> 4.02 Use Documents through informal negotiations between the Parties. If the
<br /> A. If required, ADS shall provide Client with a printed dispute cannot be resolved within
<br /> hard copy of the deliverable agreed upon in Exhibit A.All other dis p sixty (60) days after first
<br /> deliverables shall be in the appropriate electronic media format. notice of the dispute,the Parties agree that the dispute may besubmitted to the court of competent jurisdiction in the county
<br /> B. Client agrees that it will perform acceptance tests or in which the work under this Agreement was performed,or in
<br /> procedures on electronic files within thirty(30) days of receipt an alternative location upon agreement of the Parties.
<br /> of same, after which the Client shall be deemed to have B. THE PARTIES HERETO EACH HEREBY
<br /> accepted the data thus transferred. Any errors detected within KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
<br /> the thirty(30)-day acceptance period will be corrected by ADS. WAIVE THE RIGHT EACH MAY HAVE TO A TRIAL BY
<br /> JURY WITH RESPECT TO ANY LITIGATION BASED
<br /> C. Any reuse or modification of the Documents without HEREON, OR ARISING OUT OF, UNDER OR IN
<br /> written verification or adaptation by ADS,as appropriate for the CONNECTION WITH THIS AGREEMENT OR ANY
<br /> specific purpose intended, will be at Client's sole risk and COURSE OF CONDUCT, COURSE OF DEALING,
<br /> without liability or legal exposure to ADS or to ADS'
<br /> QF 172009 Rev CO 03/31/2014 Uncontrolled Copy 2 ADS LLC
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