Event Security Services Agreement - ESG Security - Security for MPAC, Palais Royale, and Century Center

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performance of ESG's obligations under this Agreement are the CITY or Morris/Palais/CC employees, and that no rights under the CITY's Civil Service, retirement, or personnel rules accrue to such persons. ESG shall have sole and total responsibility for all salaries, wages, bonuses, retirement, withholding, workers' compensation, occupational disease compensation, unemployment compensations, other employee benefits, and all taxes and premiums appurtenant thereto concerning such persons used by it in the performance of this Agreement; and ESG shall save and hold the CITY and Morris/Palais/CC harmless with respect thereto. Further, it is understood and agreed by the parties that ESG is, and shall remain, an independent contractor under this Agreement. Neither party is the agent of the other and neither party is authorized to act on behalf of the other party. ESG shall be liable to the CITY for any financial liability arising fiom any finding to the contrary by any forum of competent jurisdiction. Entire Agreement; Modification (No Oral Modification) This Agreement, and any Exhibits, Attachments, or Schedules attached hereto, constitute the full and complete understanding and Agreement of the parties. It supersedes and replaces any and all previous representations, understandings, and Agreements, written or oral, relating to its subject matter. There shall be no oral alteration or modification of this Agreement; this Agreement and its terms, may not be modified or changed except in writing signed by both parties. Alteration in Character of Work; Additional Work The CITY and Morris/Palais/CC shall not be responsible for any oral instructions made by any employees or officers of the CITY or Morris/Palais regarding performance under this Agreement. Any minor changes in plans, specifications or work scope shall be in the form of a written addendum, signed by the Morris/Palais/CC Contract Administrator and furnished to ESG. Whenever an alteration in the character or work results in a substantial change in the nature of services, thereby materially increasing or decreasing the cost of the performance, the work will be performed in accordance with the Agreement. Before beginning to perform any substantially changed or altered work, a Supplemental Agreement evidencing such changes shall be executed between the Morris/Palais/CC and ESG. When authorized by an executed Supplemental Agreement, additional work shall be compensated at a rate or for a fee mutually agreed upon by the parties. Subcontractors ESG shall not be permitted to subcontract services provided to the Morris/Palais,/CC. Contract Administration For the purpose of this Agreement, the Contract Administrator shall be the Morris/Palais/CC Complex's Executive Director or his designee. In any dispute concerning an interpretation of this Agreement or concerning the work to be performed hereunder, the final determination shall be made by the Contract Administrator and his decision shall be final and binding upon the parties. Continuation of Work During Disputes 7