HomeMy Public PortalAbout026-2005 Agreement _Indianapolis ZAGREEMENT
The City of Richmond, Indiana and Indianapolis Zoological Society, (hereinafter "Contractor")
agree that the following terms and conditions shall also be applicable to the attached Exhibit "A":
1. Contractor agrees to indemnify City for any claim, injury, or other damage caused by any
negligent or intentional act performed by contractor or its employees, agents, representa-
tives, and crew.
2. Contractor hereby agrees to release and hold harmless, City, its agents, employees and
independent contractors from any claim, cost, damage or liability arising out of Contrac-
tor's program at Kids Create, including, but not limited to any claim resulting from an in-
tentional act of any program participant. It is expressly agreed that City has no duty to
provide any security or safekeeping for Contractor's equipment or animals and that in no
way shall City be liable for any act of theft, vandalism, or injury.
3. Contractor agrees that the facilities provided by the City for Contractor's performance are
being received in an "as -is" condition, with all faults and that City, other than providing
reasonable shelter, tables, parking, and water, does not guaranty or represent that its fa-
cilities shall be suitable for any particular performance or use.
4. In no event shall City be liable for any consequential or special damages incurred by
Contractor in connection with its program or any cancellation of said program.
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. Both parties specifically
waive any right to alternative venues or courts such party may have whether such right
arises under the laws of the State of Indiana, or any other State of territory of the United
States or the laws of the United States. The parties specifically agree that no arbitration or
mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this agreement, Contractor agrees that it will not raise and is es -
topped from raising, lack of personal jurisdiction as a defense to any action brought in
Wayne County, Indiana.
6. 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.
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. Any previous dis-
cussion, negotiation or dialogue relating to the subject matter contained herein is ex-
pressly superseded by this agreement. Furthermore, both parties agree that any no discus-
sion, representation or negotiation, other than that contained herein, has transpired relat-
ing to the subject matter of this agreement and that neither party is relying upon any ne-
gotiation or discussion that took place prior to this agreement
Contract No. 26-2005
In the event of any breach of this Agreement by Contractor, and in addition to any other
damages or remedies, Contractor shall be liable for all costs incurred by City due to the
enforcement of this Agreement, including but not limited to City's reasonable attorneys
fees. Contractor acknowledges that its services are unique and that City is entitled to spe-
cific performance of the agreement or other equitable remedies, if Contractor commits an
act that amounts to an anticipatory repudiation of this agreement.
9. 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.
10. 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.
11. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting
on behalf of Contractor or any sub -contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter di-
rectly or indirectly related to employment, because of race, religion, color, sex, disability,
national origin, or ancestry.
IN WITNESS WHEREOF, the parties execute this Agreement effective the day and year first
above written, although signatures may be affixed at different times.
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Parks & Recreation
By:_S/S B. F. Young -
Date: —April 19, 2005
APPROVED:_S/S Sarah L. Hutton
Sarah L. Hutton, Mayor
Date: April 19.2005
"CONTRACTOR"
INDIANAPOLIS ZOOLOGICAL
SOCIETY
Un
Title: Executive Vice President
Date: April 14, 2005