Contract Review: Addendum A - Articles 7 and 8

5 months ago
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For the final piece of the LARP Review, the Parks and Recreation Department is seeking community feedback on the main portions of the contract that all LAAP participants and PARD will sign. Addendum A (part 3) Article 7: Termination, Article 8: Indemnification of the contract is copied below. Comments must be submitted by Thursday, June 27, 2019.

You can all review a PDF of Addenda A, B, and C by clicking here.


ARTICLE 7: Termination

7.01   Notice of any claims of material breach, including the non-compliance of a Partner to meet and fulfill the deliverables and requirements as have been outlined in this Agreement and the intent to terminate this Agreement because of that breach shall be given in writing to the Partner, identifying the breach claimed with particularity, and stating the time permitted to cure, such time to be commercially and legally reasonable.  The notice of a claim of breach is sufficient to constitute termination of this Agreement in the event that the breach is not cured within the time permitted.  Without waiving any legal rights, PARD and the Partner agree to voluntary non-binding mediation of any disputes.

7.02   Either party may terminate this Agreement for convenience by providing at least 60 calendar days’ written notice to the other party.

7.03   The City may suspend this Agreement immediately in the event of a health or safety issue on the Premises and such suspension shall be in effect until the health and safety issue is resolved to the satisfaction of the City. City shall provide the Partner with written notice of any suspension. The Partner must comply with any suspension notice.

7.04 Partner shall conduct all activities allowed under this agreement in or about the PARD Facility so as to not endanger any person lawfully therein. Partner shall indemnify and hold harmless the City, its officials, officers, employees and agents from and against any and all costs, expenses, damages, claims or liabilities, including but not limited to reasonable attorneys’ fees, from or in connection with, any negligent act or omission of the Partner, its officers, employees or agents in the performance of this agreement.

7.05   No recourse shall be had against any elected official officer, employee or agent of the City for any claim based upon this Agreement.

7.06   The City shall have the right to terminate this Agreement upon notice to the Partner due to the Partner’s action or inaction that may result in compromising public health, safety, and welfare and for which there is not cure. Immediate termination without cure will be enacted for illegal use of drugs and alcohol on the premises, malicious acts damaging the facility, equipment or staff, inappropriate behavior with children or adults, unpaid invoices, and removal of equipment, furniture or other materials belonging to the City of Austin from the premises.

7.07   The Partner has the right to appeal a termination through a written request to the Parks and Recreation Department Director. The Director will assemble a non-biased jury to hear the arguments of both sides of the dispute. The Director will make the final determination which may include voluntary non-binding mediation.

ARTICLE 8: INDEMNITY

Partner shall defend, indemnify, and hold harmless City, its officers, appointed or elected officials, employees, agents, representatives, successors and assigns (Indemnified Parties), against all costs, expenses (including reasonable attorneys’ fees, expenses, and court costs), liabilities, damages, claims, suits, actions, and causes of actions (Claims), to the extent arising, directly or indirectly, out of (a) a breach of this Agreement or violation of law by Partner, its officers, agents, employees, Partners, sub[Partner]s, successors or assigns, (Partner Parties), (b) a false representation or warranty made by the Partner Parties in this Agreement or in Partner’s Proposal, (c) the negligence, willful misconduct, or breach of a standard of strict liability by the Partner Parties in connection with this Agreement.  Claims to be indemnified under this Article include Claims for bodily injury or death, occupational illness or disease, loss of services wages or income, damage destruction or loss of use of property, and workers’ compensation claims. Partner’s obligations under this Article are not excused in the event a Claim is caused in part by the alleged negligence or willful misconduct of the Indemnified Parties. 

City shall give Partner written notice of a Claim asserted against an Indemnified Party.  Partner shall assume on behalf of the Indemnified Parties and conduct with due diligence and in good faith the defense of all Claims against the Indemnified Parties. The Indemnified Parties shall have the right (but not the obligation) to participate in the defense of any claim or litigation with attorneys of their own selection without relieving Partner of any obligations in this agreement. In no event may Partner admit liability on the part of an Indemnified Party without the written consent of City Attorney.

Maintenance of the insurance required under this Agreement shall not limit Partner’s obligations under the Rental Contract Insurance Requirements. Partner shall require all sub-partners to indemnify City as provided in this Article.

EXECUTED by the authorized representatives of the Parties on the dates indicated below. [end of Addendum A]


Please provide comments on Addendum A Articles 7 and 8 below by referring to the specific section (for example: "section 7.02").





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