MEMORANDUM OF AGREEMENT
CITY OF DETROIT
DETROIT ZOOLOGICAL SOCIETY
CITY OF DETROIT,
a municipal corporation,
nonprofit corporation (the "Society").
the City owns and operates the Detroit Zoological
Park located at
8450 West 10 Mile Road, Royal Oak, Michigan (the "Detroit
Zoo") and the Belle
Nature Zoo located on
Belle Isle, Detroit, Michigan (the "Belle Isle Nature
Zoo", and together with
Detroit Zoo, and all
assets relating to the Detroit Zoo and the Belle Isle
including, without limitation, all real property, animals, personal property,
facilities, programs, plans, and
all other assets of any
nature or kind, the "Zoo Assets"); and
Section 7-1601 of the 1997 Detroit City Charters
establishes the zoological
parks department, now known as the Detroit Zoological
Institute, which shall maintain and
operate the City's zoological parks;
Section 7-1602 of the 1997 Detroit City Charter2
provides for a Zoological
Commission (the "Zoo Commission") to advise the Institute
on general program
goals for the parks;
the City has been the primary source of an
operating-subsidy for the
Institute's operation of the Zoo Assets;
the continued revenue shortfall now being experienced by
the City makes it
difficult for the City to provide the subsidy needed by
the Institute to fulfill its mission;
1918 Detroit City Charter, T. 4, C. 25, Sec. 1-12.
the General Fund subsidy for the Institute's operation of
the Zoo Assets has
been eliminated from the 2005-2006 FY budget;
avoid serious curtailment of the operation of the Zoo
Assets due to lack of
revenues, the City has agreed to contract with the Society
to take full responsibility
for the operation of the Zoo Assets, including the identification of
various non-City sources of revenue;
the Society has assisted with the operation and growth of
the Institute since
the founding of the first Society in 1911 and is desirous
to see its survival and continued growth;
the Society is willing to accept the delegation of
for the governance, operation and management of the Zoo
a City may lawfully provide for activities and services
through a contract
with a nonprofit corporation;
the parties acknowledge the important role played by the
Zoo Commission in advising the Institute and agree that
its role is not diminished by the terms of this Agreement;
both the City and the Society believe it is important to
Institute and other related property, including the
extensive exhibits, animals, equipment, and
other Zoo Assets and to provide for the continued growth
of the Institute.
the City and the Society hereby agree
SOCIETY'S REPRESENTATIONS AND WARRANTIES
The Society represents and warrants that it is a nonprofit
Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, and that it has the
power and authority to execute and deliver this Agreement
and to perform its obligations
hereunder, and the
execution, delivery and performance of this Agreement have
by all necessary
action, including the approvals and ratification by the
Society's governing body
prior to the effective
Society Has No Conflicting Contractual Obligations.
The Society represents and warrants that,
of the execution date and the effective date
of this Agreement, it is not a party to any agreement or
would prevent, limit, or hinder in any material manner its
performance of any obligations under this Agreement.
Society Has No Conflict of Interest.
The Society represents and warrants that, as of the
execution date and the effective
of this Agreement, it has no interest, and that, during
the contract term, it shall
not acquire any interest, which would conflict in any
manner or degree with the performance of its
obligations under this
Agreement. The Society further covenants that it shall
employ no person
or entity having
such an interest unless full disclosure of the conflict
has been made
in advance to the
CITY'S REPRESENTATIONS AND WARRANTIES
The City represents and warrants that it has the power and
authority to execute and
deliver this Agreement and to perform its obligations
hereunder, and the execution, delivery and
performance of this Agreement have been authorized by all
necessary action, including the
approval of this Agreement by the Detroit City Council
(the "City Council"), which approval has
been obtained prior to the effective date hereof.
City Has No Conflicting Contractual Obligations.
The City represents and warrants that, as of the execution
date and the effective date of
this Agreement, it is not a party to any non-labor
agreement or understanding which would
prevent, limit, or hinder in any material manner its
performance of any obligations under this
Has No Conflict of Interest.
The City represents and warrants that, as of the execution
date and the effective date of
this Agreement, it has no interest, and that, during the
contract term, it shall not acquire any interest, which
would conflict in any manner or degree with the
performance of its obligations
under this Agreement.
table 02 J 906
ENGAGEMENT OF THE SOCIETY;
RELATIONSHIP BETWEEN THE PARTIES
In the exercise of the Institute's authority granted by
City Charter Section 7-1601, and
pursuant to its oversight function through the Zoological
Director of the Institute (the "Zoo
Director") and the Zoo Commission as delineated in this
Agreement, the City hereby engages the
Society as manager and operator of the Zoo Assets, and the
Society hereby agrees to faithfully
and diligently manage and operate the Zoo Assets in
accordance with the terms and conditions of
this Agreement, without any duty by the City of
compensation of the Society for such services
other than as contained in this Agreement.
Independent Contractor Relationship.
The Society is an independent contractor and as such shall
have full authority and
responsibility to discharge the duties imposed upon it
hereunder without restrictions other than
those imposed by or pursuant to this Agreement. Neither
the Society nor the City shall have the
right or authority to bind the other party, without the
express written authorization of such other party, to any
obligation to a third party. Nothing contained in this
Agreement shall constitute the parties as partners or
joint venturers for any purpose, it being the express
intention of the parties
that no such partnership or joint venture exist and that
each party has only those duties to the
other than are specified in this Agreement.
Scope of the Society's Duties.
The Society's duties include all aspects of the operations
of the Zoo Assets, including
day-to-day operations. As a result of the delegations by
the City to the Society under this
Agreement, the Society will have additional authority and
responsibility to govern, manage, and operate the Zoo
Existing Institute Contracts.
The current and pending contracts for goods and
professional services, excluding
employment contracts or any collective bargaining agreements
will be transferred by
the City to the Society. Examples of these contracts
services, food and gift
shop, trash hauling, heating system, and control system,
specifically exclude any and all employment contracts and
any contracts with any union. 3.5
The members of the Detroit Zoological Commission, and
their successors, as well
individual appointed by the City Council, will become
members of the
Society's Board of Directors so that the Detroit
Zoological Commission and the City Council
remain fully engaged in the Institute and the Society's
newly integrated operational structure.
Discretion as to Operating Conditions.
Subject to prior consultation with the Zoo Commission, the
Society will have the
authority to determine in its sole discretion the days and
hours of operation, customer service
performance standards, admission rates, policies, and
other similar operational matters. The
Society will also have complete authority as to the
exhibits, programs, services, and events
presented, and all other matters related to the operation
of the Institute.
Operating Revenue and Contributions.
The Society will retain all revenues earned from the
Institute's operations, including, but
not limited to, all admission revenues, facilities or
property rentals for private functions or use,
parking revenues, revenues provided by the State of
Michigan (including, but not limited to,
Michigan Council of the Arts and Cultural Affairs funds,
if any), funds received from federal or
county sources, and all other revenues, funds, grants,
donations or pledges, in cash or in kind
Q6(,i _tahl e_02_1 KU6.
(such as donations of property or securities), from any
private or public source. The Society is
responsible for compliance with all conditions of any such
funds received and responsible for all
audit exceptions and payback of inappropriately spent
funds. All funds so received by the
Society must be used to further and promote the general
welfare and interest of the Institute.
Partnerships, Collaborations or Other Relationships.
Subject to prior consultation with the Zoo Commission with
respect to arrangements with
other governmental authorities, the Society in its sole
discretion may enter into partnerships,
collaborations or other relationships with other entities
and organizations to enhance the
Institute's visitor experience, enhance operations,
diversify sources of private or public funding,
reduce costs, or realize other benefits or operational
The Society will offer employment to all current (as of
October 1, 2005), active, full-time
Institute employees. All employees will be covered by the
Society's benefit plans,
these are in
effect from time to time, and as amended. All salaries,
rates of pay, benefit packages, hours of work and other
employment-related matters will be at the sole discretion
of the Society. The
Society will immediately engage in discussions with unions
upon signing this Agreement.
Continuation of Services to Detroit Citizens.
of the City with several
summer camp scholarships for young people, discounted
membership fees and discounts for all of the City's
children in publ-io-school programs.
Possible Future Expansion of the Institute's Hours.
The Institute shall not reduce the hours that the Detroit
Zoo and the Belle Isle Nature Zoo
are open to the public without prior consultation with the
Duty to Submit Annual Reports.
(45) days) days
of the expiration of each year of the contract during the
contract term, and in any event no later than August 15 of
each year, the Society shall furnish an
annual report of its activities to the Mayor of the City
(the "Mayor") and the City Council and
such other reports as the Mayor or the City Council may
from time to time reasonably require. A
copy of the reports shall be furnished the Auditor
General. Such reports shall be in a form
reasonably prescribed by the Zoo Commission (in hard copy
and/or electronic format as may be
requested) and shall include the following subject
itemized revenues and expenses;
number of visitors during the reporting period;
the schedule of hours of operation of the Institute during
the reporting period and
the average number of hours per week that the Institute
was open to the public during the
to Submit Internal Financial Statements.
The Society shall furnish to the Zoo Commission copies of
any quarterly financial
statements that the Society prepares in the ordinary
course of business and submits to its own
Board of Directors and/or Officers. The Society shall
provide all such documents to the Zoo
Commission promptly after their distribution to the
Society's Directors. Upon receipt of such
documents, the Zoo Commission shall provide copies thereof
to the City's Auditor General.
Duty to Submit Financial Statements.
As soon as reasonably practicable, but in no event later
following the close of each
fiscal year, the Society shall deliver to the City the
annual financial statements, audited by an independent
certified public accountant. A copy of such statements
shall simultaneously be submitted to the City's Auditor
Duty to Submit to Audit.
Upon reasonable notification, the Society shall submit to
an annual audit performed
the City's Auditor General or his/her designee.
Duty to Provide Other Information Requested by the Zoo
From time to time, the Society shall provide the Zoo
such other information
as the Zoo Commission may reasonably request.
RETENTION OF ASSETS BY
City Retains Ownership of All Assets.
The City will retain ownership of all current and
after-acquired Institute-owned facilities
to remain known
the "Detroit Zoo" and the "Belle Isle Nature Zoo" and
their related assets.
This excludes vehicles (all of which will be transferred
to the Zoological
Society) but includes
animals (whether acquired by birth or otherwise),
grounds, collections, artifacts, exhibits, furnishings,
and other assets.
The City will be responsible for capital
associated with the Zoo Assets.
The City agrees that no assets or other items important to
fulfillment of the Institute's mission will be sold or
transferred without the prior written
Society. From and after the date of this Agreement, the
City shall not be deemed to
have acquired any asset from
the Society until the Society formally decides to tender
such asset to
the City and the
Unless and until the Society receives approval from the
Zoo Commission, the Detroit Zoo
will continue to remain known as the "Detroit Zoological
Park", and the Belle Isle Nature Zoo
will continue to be known
the "Belle Isle Nature Zoo", in name and in all written
correspondence, public notices, advertisements, or any
other public medium of communication.
Any request to change, alter or modify the name of the
Detroit Zoological Park or the Belle Isle
Nature Zoo shall require a formal request from the Mayor
which shall be submitted to the City
Council for approval
as set forth in Charter Section 7.102.
The City agrees to honor any contracts that the Society
may enter into with third parties
regarding the reasonable naming rights of any of the Zoo
4.3 Use of Zoo Assets.
The City agrees not to take any action, or enter into any
contract, or extend or renew any current contract, for any
action to be taken or not taken, that would constrict or
the use of any of the Zoo Assets (whether current or
after-acquired) in any manner without the
prior written consent of the Society. In addition, if any
revenue is generated with respect the use
or impairment of any of the Zoo Assets.,
the Detroit Zoo), the City agrees to pay or
transfer such revenue to the Society.
Provided however, the any that revenue generated in accordance
with the current lease for the
cellular antenna shall be forwarded to the City of
Detroit. for the life of the agreement.
All Assets Are Owned by the City, a Municipal Corporation.
Nothing in this Memorandum of Agreement will
be construed to create a private business, proprietorship,
or other taxable business entity, nor are the terms of
of Agreement intended to result in any Institute facility
being subject to
additional taxation or
regulation by the City of Royal Oak or the City of
Huntington Woods. The City will remain the
public owner and
municipal authority over the assets of the Institute,
while the control of the facilities and their day-to-day
operation are the responsibility of the Society.
OBLIGATIONS OF THE CITY
The City grants to the Society full access and use
of Institute facilities, grounds,
equipment, programs, trademarks, and other real and
intellectual properties, as well
and across any City property or right-of-way necessary
for the operation of the Institute's
programs and facilities.
City Commitment Regarding Funding/Indemnification.
To insure the continued integrity of the Institute,
and in recognition of the City's
continued ownership of all Zoo Assets in accordance with
above, the City agrees to
for and provide funding on an annual basis
with the terms of this Section
5.2. For the first
two (2) years of this agreement, such funds shall be in
will adequately provide for the insurance and security
costs of the Zoo Assets.
shall mutually agree
to an annual amount.
For the first year of this agreement, the City agrees to
provide the following:
Funds to the Society in the amount of Six Hundred Thousand
for its-security needs with regard
percentage change in the Consumer
Price Index for All
(CPI U) for
its operation of the Zoo Assets (including, but not
limited to, alarm monitoring and
Funds to the Society in the amount of Three Hundred
change in the Consumer
Price Index for Urban Wage Earners
costs of insurance (including, without limitation,
liability and property insurance premiums);
For all years after the thi-dsecond year of this
agreement, the parties shall agree to an annual
amount to provide for the insurance and security costs
of the Zoo Assets that takes into the
account the projected amount of such costs.
For all years after the second
of this ap-reenlent. the Society will approach the City
request for an appropriation to cover the costs of
security, which shall consider, a-
to security costs, the Society's ability to pay.
The City expressly assumes the
of and accepts full responsibility for any and all
damage or destruction
of its real or personal property ("Damage") which may occur
be alleged to occur
as a result of the Society's operation of the Zoo Assets
that are not the
gross negligence or willful, wanton or intentional
misconduct on the part of the Society.
hereby releases from liability the Society, its officers,
directors, agents, representatives,
heirs and employees
except as set forth
in this Section.
The City hereby
waives any and all
claims the City may
hereafter have against the Society as a result of any-
and all damage or
destruction of its real or personal property that are
not the result of gross negligence or willful;
wanton or intentional misconduct on the part of the
The Society will indemnify, defend and save the City
harmless of and from any and all liability from injuries,
including disease and death, to a person or damage to
property of third
parties arising or claimed to have arisen out of the
City's ownership or Society's operation,
maintenance or use of the Zoo Assets, providing such
injury or damage is alleged to have occurred during the
term of this Agreement.
The City and the
both be named as
parties on any insurance policies concerning the Zoo
with the City Risk Manas~ernent Council, the parties shall
and assess the appropriate levels of insurance for the
operation pursuant to the terms of this
agreement. [including Worker's Compensation, Directors'
The Society shall establish and maintain risk management
and other similar controls consistent with the standard
of care required by state-of-the-art
practices of leading zoos.
Retention of City Services.
In addition to support provided by the City as in
above, the City will continue
to provide, at the Society's request, the following
services at no charge to the Society: mowing,
snow removal, and other grounds keeping services in public
pedestrian and parking areas of the
Institute's Belle Isle Nature Zoo facility.
It is contemplated by the parties that within two years,
the Society will assume full fiscal
responsibility for the operation of the Zoo, securing all
necessary operating resources from
earned revenues, the public sector (federal,. state,
region) and private sector (foundation,
The parties recognize that a subsidy from the Capital
Account will be required
nsure the viability of
City will transfer to the Society the sum of Five Million
($5,000,000.00) within fifteen (15) days of the execution
of this Agreement.
In addition, the City agrees that it is the City's full
intent to transfer a like sum of
Five Million Dollars ($5,000,000.00) to the Society during
the City of Detroit Fiscal Year 20062007.
The amounts set forth in
above and this
are in addition to,
and shall not be paid from, existing Capital
Appropriations or Allocations to the Institute.
The City will include the Society in the annual capital
budget process, including
funding authorized under voter-approved bonding authority.
This includes all extant approvals
of capital appropriations for the Institute, as well as
any subsequently approved funding, for
improvements to infrastructure,
other voter-approved projects (such as new exhibits
like the Belle Isle Nature Zoo.) The Society is
responsible for compliance with all conditions of any such
funds received and responsible for all audit exceptions
and payback of inappropriately
spent funds. All funds so received by the Society must be
used to further and promote the
general welfare and interest of the Institute.
ROLE OF THE ZOO COMMISSION
Zoological Parks Commission Oversight of Agreement.
Pursuant to Section 7-160211 of the 1997 Detroit City
Department is headed by the Zoological Director.
[To the extent, the City maintains a
Zoological Park Department. the Mayor shall appoint a
person to serve as Zoological Director).
advised by The The
Commission; shall continue to
exercise its mandated
shall administer and monitor the performance by the
Society of the Society's obligations, all as
provided for in this Agreement.
Zoo Commission to Prescribe the Form of, Receive and
The Zoo Commission shall prescribe the form of reports to
be submitted by the Society in accordance with
Commission May Request Additional Information.
From time to time, the Zoo Commission may reasonably
request from the Society
additional information concerning the operations and
management of the Institute.
Zoo Commission's Audit Rights.
Once per year, the Zoo Commission or its designees may
audit on demand the operations
and records of the Society, and the Zoo Commission or its
designees may audit such operations
and records at other times on which both the Zoo
Commission and the Society agree.
The Zoo Commission or its designees may on demand conduct
an annual inspection of
zoo facilities or any portion thereof specified by the Zoo
Commission, at reasonable times to be
arranged by mutual agreement of the Zoo Commission and the
Society, but in any event to be
commenced no later than fifteen (15) business days after
demand is made.
Auditor General Audit.
The Auditor General shall have the authority to conduct
audits of Institute
consistent with Section 4-205 of the 1997 Detroit City
Charter; the Auditor General
additional audits in coordination with those conducted by
the Zoo Commission,
which request the Society shall not unreasonably withhold.
Evaluation of Services.
On an annual basis, the Zoo Commission shall evaluate the
Society under this Agreement for the preceding year and
shall provide a copy of such evaluation
to the Mayor, the City Council and to the Society.
Zoo Commission Meetings.
During the two (2) year transition period after the
effective date, and in its sole discretion,
the Zoo Commission may require quarterly appearances by
the Society at a meeting between
Zoo Commission and the Society, at which the Society shall
report on and respond to the Zoo
Commission's questions about the state of, and operations
of, the Institute facilities. The Zoo
Commission shall have at least one (1) meeting during each
of the two (2) years of the transition
period. Thereafter, the Zoo Commission shall hold a
meeting on at least an annual basis.
Zoo Commission may schedule other meetings at reasonable
times and upon reasonable notice as
it, in its sole discretion, deems necessary or desirable.
The Zoo Commission shall establish the location of, date
and time, as well
agenda for any such meetings. All such meetings shall
be subject to the
provisions of the
Michigan Open Meetings
JOINT COMMITMENTS OF THE CITY AND THE SOCIETY
Human Resources Transition.
The changes in operating procedures as contemplated by
this Agreement will result in the
elimination from the City's payroll of all positions
currently existing at the Institute.
While the City will be responsible for determining the
employment status (termination
or transfer) of its
employees, the Society will have discretion on how
by the City are to be
restructured or replaced. The Society's goal is to treat
all employees fairly and
equitably, while maintaining
efficient operations. The Society is committed
to diversity at all levels of its
The Society will make its best efforts to ensure that at
(50%) per cent of its
workforce consists of Detroit residents.
The City and the Society agree that they will execute and
deliver any assignment agreements, consents or similar
which may be necessary to implement this Memorandum of
Agreement which the parties hereby stipulate sets forth
all of the necessary
principles of agreement.
Authority to Bind Other
The Society, its Board and its Chairperson will not have
any right or authority to bind
or obligate the City, nor will the City have any right or
authority to bind or obligate
without the other party's prior written consent.
Designation of Point of Contact; Notice.
The City Administration shall designate someone to serve
as the Society's point of
contact in order to insure the successful execution of the
plan and its ongoing
implementation as set forth in this Memorandum of
The City and the Society agree
ghle 02 3lW6
operate in good faith on all matters. It is agreed that
meetings, at least quarterly, will take
place to insure performance expectations are being met by
All notices, consents, approvals, requests, reports and
other communications required or
permitted under this Agreement shall be in writing and
sent and addressed as
to the City of Detroit:________
City Clerk, City of Detroit
201 Coleman A. Young Municipal Center
If to the Society:_____________
Chairman, Detroit Zoological Society
P. O. Box 8237
Royal Oak, MI 48068
Either party to this Agreement may change its address of
Notices at any time by giving
Notice thereof to the other as herein provided.
The initial term of this Agreement shall commence on the
effective date, which shall be
the date on which the fully executed Agreement is approved
by the City Council and shall run
through June 30, 20252020,
and shall automatically with an option to
renew for successive ten
(10) year terms, unless either party provides five (5)
years written notice of its intent not to
renew. Notwithstanding the foregoing, any time on or after
may be terminated by either party upon written notice
given five (5) years prior to the effective date of the
faith discussions between the City and the Society.
Default; Early Termination; Sale of Zoo Assets.
In the event of a Default (defined below) by either party
(the "Defaulting Party") to this
Memorandum of Agreement, then the party that is not in
Default may terminate this Memorandum of Agreement by
providing the Defaulting Party with written notice
(l) year prior to the effective date of the termination.
If the Society is the Defaulting Party, the City may
terminate the agreement:For
of this Memorandum of Agreement, the term "Default" means
a material breach of this
Memorandum of Agreement by a party that continues after
having received written notice of
such breach and having, had ninety (90) days opportunity
If the City is the Defaulting Party, and after receiving
notice of said default, fails to cure within one (1) year
after said notice; the Parties shall enter into
negotiations to discuss how the
remedy its default; these discussions shall may
include the feasibility of the City
selling the Zoo Assets to the Society.
The Society shall have the first option to purchase from
the City-the Zoo Assets for Fair
Price (defined below`.
For purposes of this Memorandum of Agreement, the term
means the fair value for a non-profit entity to purchase
the Zoo Assets for the purpose of running
a public zoological park.
The "Fair Price" of the Zoo Assets shall be determined
The "Fair- Prim" of the Zoo Assets
shall be detefmned
(ii)8hould the paTties be unable
upon the definition
of "Fair- -12.hee"
sixty (60) days of
by the City of the Adr-ehase
plaee a faif
on the Zoo
to be sold
to a non
immediately upon theif
appointment, the paffies shall
eause the t
M i M
or- to adopt 20
of the- Zoo Assets
to be sold to a nonprofit for the purpose
a public zoological park based
Should a sale of the Zoo Assets occur pursuant to this
the Society shall be
obligated to utilize the Zoo Assets toward the purpose of
running a public zoological park as a
Entire Agreement; Amendment; Waiver.
This Memorandum of Agreement is and shall be deemed to be
the complete and final
expression of the agreement among the parties as to the
matters contained in and related to this
Memorandum of Agreement and supersedes any previous
understandings, dealings and
communications, including negotiations, discussions,
representations, warranties, information,
documents and agreements, among the parties pertaining to
such matters. This Memorandum of
Agreement shall not be modified or amended except pursuant
to a written agreement signed by
Any waiver of any party's rights or obligations under this
Agreement must be in writing and must be signed by the
party against which such waiver is to be enforced.
No party's failure to exercise a right or to invoke a
remedy in any particular
circumstance shall be construed
a waiver of such right or remedy, and no waiver by either
party of any right or remedy in one situation shall
constitute a waiver of such party's rights or
remedies in any other subsequent situation, whether
similar or not.
This Memorandum of Agreement is governed by and will be
construed in accordance
with the laws of the State of Michigan.
The headings of the provisions used in this Agreement are
for convenience only and shall not be deemed to explain,
limit or amplify the provisions of this Agreement.
No Third Party Beneficiaries.
Except to the extent expressly contemplated in this
Memorandum of Agreement, the
obligations undertaken by the City and the Society in this
Agreement are for the benefit of the
City and the Society only, and neither any creditor of the
City or the Society, nor any other party
(other than as contemplated in
shall have the right to rely on or enforce the provisions
of this Memorandum of Agreement as a third-party
beneficiary or otherwise.
The Society shall not assign its rights, interests or
obligations under this Memorandum of
Agreement without the prior written consent of the City.
However, this is not intended to limit
the right of the Society to enter into subcontracts, joint
ventures, or joint development
agreements for the performance of portions of its
obligations hereunder; but the Society remains
responsible to the City for the performance of all of its
The Society will make best efforts to ensure that all
contractual work shall have at least
50% MBE; WBE/DBE (Minority Business Enterprise, Women
Business Enterprise and Detroitbased Business
table 02_] 10)6
The Society will also submit an annual report detailing all
contracts let in the previous
year. the location of the firms. The dollar value of the
contract and the type of service(-)
This agreement shall be binding on the Society, its
successors and assigns, by merger,
sale, transfer, consolidation and lease of either party and
it shall not be modified, altered or
changed in any respect whatsoever by change of ownership.
Authorization and Capacity.
Each party warrants that the person signing this Memorandum
of Agreement is
authorized to do so, on behalf of its principal, and is
empowered to bind its principal to this