|
regardless of the grounds or nature of any Liabilities asserted, including, without limitation, to
<br />Liabilities based on principles of contract, negligence or other tort, fiduciary duty, warranty,
<br />indemnity, statute or common law. This indemnification will also apply after termination of this
<br />agreement
<br />18. No Assignments. Except for any entity which succeeds to the business or assets of a
<br />party, neither party may assign this Agreement without the prior written consent of the other
<br />party, which will not be unreasonably withheld. Any prohibited assignment, sublicense or
<br />transfer will be null and void. This Agreement will be binding upon the successors and
<br />permitted assigns of the parties.
<br />19. Response to Legal Process. If Crowe is requested by Client, any third parry, or any
<br />other person or entity, by subpoena, investigation, other legal process, or other request to
<br />produce documents or testimony pertaining to Client or the Services, Client will pay Crowe for
<br />its professional time, plus out-of-pocket expenses, costs, and fees, as well as reasonable
<br />attorney fees, incurred in responding to such request, except that this provision will not apply
<br />in the event of a lawsuit brought by Client against Crowe. This paragraph is not applicable to
<br />responses to legal processes provided as Services and described in a SOW.
<br />20. Legal and Regulatory Change. The scope of Services to be rendered hereunder is
<br />based on current laws and regulations. If changes in laws or regulations change Client's
<br />requirements or the scope of Crowe's Services, the parties agree to work in good faith to
<br />amend the affected SOW(s), provided that if an agreement on amendment cannot be
<br />reached within a reasonable time, the parties may terminate the affected SOW without
<br />penalty.
<br />21. Notices. Any notice or demand required or permitted to be given under this
<br />Agreement will be in writing and will be deemed effective immediately upon the receipt
<br />thereof, as evidenced by a written record of delivery from (a) a nationally recognized
<br />overnight courier for the next business day delivery, (b) certified or registered mail or (c) a
<br />signed delivery receipt in the case of delivery by hand. All notices will be sent to:
<br />If to Crowe:
<br />Crowe Horwath LLP
<br />10 West Market Street, Suite 2000
<br />Indianapolis, Indiana 46204
<br />Attention: Kendra W. York
<br />If to Client:
<br />City of South Bend, Indiana
<br />227 West Jefferson Boulevard, Suite 1400 N
<br />South Bend, Indiana 46601
<br />Attention: Brian Pawlowski
<br />Copy to:
<br />Crowe Horwath LLP
<br />One Mid America Plaza, Suite 700
<br />Oakbrook Terrace, IL 60181
<br />Attention: General Counsel
<br />22. Force Majeure. Except for payment obligations, neither party will be liable under this
<br />Agreement for any failure of or delay in performance of its obligations hereunder, if
<br />performance is delayed or prevented by acts of God, fire, explosion, war, terrorism,
<br />earthquakes, riots, governmental laws or regulations, or other similar causes beyond such
<br />party's control (each, a "Force Majeure Event"), but only to the extent of and during
<br />continuance of such event and only provided such party gives the other party prompt notice
<br />of such Force Majeure Event. During the pendency of any Force Majeure Event, the party
<br />affected will work diligently to cure the Force Majeure Event to the extent commercially
<br />reasonable. However, if the Force Majeure Event continues for thirty (30) consecutive days,
<br />the party not directly affected by it may terminate this Agreement immediately without penalty.
<br />MSA
<br />Page 9 of 14
<br />
|