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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 Page 1 of 3 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. Page 2 of 3 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 Page 3 of 3