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

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Notwithstanding the existence of any dispute between the parties, ESG shall continue to perform its obligations under this Agreement during the continuation of such dispute unless such performance is refused by the Morris/Palais/CC or is enjoined or prohibited by an Indiana court of competent jurisdiction. Invalidity of Any Provisions This Agreement shall remain in full force and effect even if one or more of its terms or provisions have been held to be invalid or unenforceable. Such a holding shall result in the offending term or provisions being ineffective to the extent of its invalidity or unenforceability without invalidation the remaining terms and provisions hereof; this agreement shall thereafter be construed as though the invalid or unenforceable term of provisions were not contained herein. Compliance with Laws and Permits ESG shall comply with all applicable laws, ordinances, regulations and codes of federal, state and local governments. Further, ESG shall be solely responsible for obtaining all approvals and permits necessary to perform the work called for under this Agreement. Applicable Law and Litigation This Agreement shall be governed by and construed in accordance with, the laws of the State of Indiana. Any and all litigation between the parties arising from this Agreement shall be litigated solely in the appropriate state court located in St. Joseph County, Indiana. Affirmative Action, Non -Collusion, and Non -Discrimination ESG must comply with the City of South Bend's Non -Collusion and Non -Discrimination requirements. Termination This Agreement may be terminated by either party upon ninety (90) days written notice to the other. Provided however, the Morris/Palais/CC may terminate this Agreement upon thirty (30) days written notice for cause. Cause shall mean failure to perform the duties incumbent upon the ESG pursuant to this Agreement. Payment due at termination to ESG shall be processed in accordance with the provisions of this Agreement and except that ESG shall receive payment only for those sums expended for labor and material up to the date of termination as substantiated by documented receipts or such other evidence of expenditure as the Morris/Palais/CC may require. When notice of termination is received, ESG shall immediately consult with the Morris/Palais/Cc as to the services and material then on order or that are in place and as to its plan to further the work had the Agreement not been tenninated. After such consultation, ESG shall take whatever action the Morris/Palais may direct with regard to winding up work. Survival 10