HomeMy Public PortalAbout031-2011 - City - Theatre - contribute to repaCONTRIBUTION AGREEMENT
THIS AGREEMENT made and entered into this 2nd day of _March , 2011, and referred to
as Contract No. 31-2011 by and between the City of Richmond, Indiana, a municipal corporation
acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City")
and Richmond Civic Theatre Inc. acting by and through its Richmond Civic Theatre Board
(hereinafter referred to as "RCT").
WITNESSETH:
WHEREAS, RCT is the owner of the Richmond Civic Theatre Building located at 1003 East Main
Street, Richmond, Indiana, which building includes a basement that extends below
the eastern sidewalk of South loth Street adjacent to the Civic Theatre ("basement
extension"); and
WHEREAS, The City of Richmond is responsible for the repair, maintenance, and improvement
upgrades of all City sidewalks and right-of-ways located within the City of
Richmond, Indiana; and
WHEREAS, In the interest of public safety, and in the interest of the completion of the curb and
sidewalk maintenance project, repairs must be made to the damaged portions of the
basement extension of the Richmond Civic Theatre; and
WHEREAS, The RCT wishes to hire a contractor to repair the ceiling of the basement extension
located underneath the eastern sidewalk and City right-of-way adjacent to South loth
Street and the Civic Theatre building; and
WHEREAS, The City wishes to contribute funds to the RCT to accomplish said repairs and both
parties have agreed that an Agreement should be drawn up setting forth the
contribution terms associated with the repairs services solicited by RCT.
NOW THEREFORE, it is mutually agreed by and between the parties hereto as follows:
SECTION I. STATUS OF PARTIES
RCT is not an employee or agent of the City of Richmond, Indiana. City is not an employee or agent
of RCT. City shall have no contractual relationship with any contractor chosen by RCT to conduct
the above -described repairs. This Agreement shall not be construed to apply any third -party
beneficiary status to any contractor selected by RCT for the repairs.
Contract No. 31-2011
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SECTION II. COMPENSATION
City shall contribute and pay to RCT an amount not to exceed Twelve Thousand Dollars and Zero
Cents ($12,000.00) for the repair services incurred by RCT to fix the roof of the Civic Theatre
basement extension. RCT shall supply City with invoices evidencing the amount and status of the
repairs and the total of all invoices shall not exceed the amount set forth above.
SECTION III. TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and shall continue in effect until
the completion of the repairs. This Agreement shall terminate once all invoices have been submitted
by RCT to City, the total of all invoices not to exceed the amount set forth above. City's
responsibilities and obligations under this Agreement shall cease upon its fulfillment of the payment
of the total contribution amount of $12,000 to RCT.
SECTION IV. RELEASE OF LIABILITY AND RELEASE OF CLAIMS
RCT hereby agrees to release and hold harmless the City and all officers, employees, or agents of the
same from all liability for negligence which may arise in the course of any contractor's performance
of the repairs conducted on behalf of the RCT.
RCT hereby releases, forever discharges, and covenants not to sue the City of Richmond, Indiana,
and any of City's respective licensees, assigns, parents, subsidiaries, divisions, business units,
departments, or affiliated entities and each of their respective employees, agents, officers, and
directors (collectively "Releasees") from any liability for property damage and/or damages from
illness, injury, and/or death that arises out of, or is connected with, or in any manner related to this
Agreement or in any manner related to damage or disrepair caused to the basement extension roof of
the Civic Theatre building located at 1003 East Main Street, Richmond, Indiana.
RCT hereby releases all claims, including but not limited to, personal injury, property damage or
destruction, and death, whether caused by negligence, breach of contract or otherwise, and whether
for bodily injury, property damage or loss otherwise, which RCT may ever have had against the
Releasees or any future claims RCT may have against the Releasees related to damage or disrepair
caused to the basement extension roof of the Civic Theatre building located at 1003 East Main Street,
Richmond, Indiana. Additionally, the execution of this Agreement constitutes a dismissal and
release with prejudice of all current, pending, or future claims RTC may have against Releasees
related to damage or disrepair caused to the basement extension roof of the Civic Theatre building
located at 1003 East Main Street, Richmond, Indiana.
SECTION V. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of its
rights or obligations hereunder without the prior written consent of the other party. It shall be
controlled by Indiana law and shall be binding upon the parties, their successors and assigns. It
constitutes the entire Agreement between the parties, although it may be altered or amended in whole
or in part at any time by filing with the Agreement a written instrument setting forth such changes
signed by both parties.
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This Agreement may be simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and suit arising
under this Contract, if any, must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts.
Any person executing this Contract in a representative capacity hereby warrants that he has been duly
authorized by his or her principal to execute this Contract. This agreement shall be binding on all
parties to this agreement as well as their heirs, successors, personal representatives, and assigns from
and after execution hereof.
In the event of any breach of this Agreement by RCT, and in addition to any other damages or
remedies, RCT shall be liable for all costs incurred by City due to the enforcement of this
Agreement, including but not limited to City's reasonable attorney's fees, whether or not suit is filed.
In the event that an ambiguity or question of intent or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the
day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA BY AND THROUGH ITS
Board of Public Works and Safety
By:_S/S Vicki Robinson
Vicki Robinson, President
By:_S/S Dian Lawson
Dian Lawson, Member
By:_S/S Anthony L. Foster
Anthony L. Foster, II, Member
Date: March 10, 2011
APPROVED: S/S Sarah L. Hutton
Sarah L. Hutton, Mayor
"RCT"
RICHMOND CIVIC THEATRE
BY AND THROUGH ITS
Richmond Civic Theatre Board
By:_S/S Steve Holthouse
Steve Holthouse, President
Date: March 2. 2011
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