HomeMy WebLinkAboutVietnam Veterans Memorial Fund Inc AGREEMENT
This agreement(".this Agreement")is entered into as of the date that the last
'party executes this Agreement in the space indicated below by and between the Vietnam
Veterans Memorial Fund,Inc„=M ,fit District of Columbia corporation("VVMF")
and 77HI& P �"U C,- WQh 10(1h-jtj (the
"Host"). VVMF and thjHost,are referred to herein indivi lly as a"Party"and
collectively as the"Parties."
RECITALS
A. WHEREAS,VVMF is a non-profit corporation organized under the
laws of the District of Columbia;
B. WHEREAS,VVMF has the right to display a scale replica of the
Vietnam Veterans Memorial located in the District of Columbia,including a museum tent
and museum trailer,commonly referred to by VVMF as The Wall That Heals("TWTH")in
various locations throughout the World;
WH_E S the Host desires to temporarily display TWTH at
V a r ((the"DisplaySite")for the period commencing on
and concluding on 11/11 Zj--'>__(the"Display Period");and
D. WHEREAS,the Parties desire to set forth the terms and conditions
under which VVMF will provide TWTH for display at the Display Site during the Display
Period.
NOW,THEREFORE,in consideration of the foregoing and the mutual
agreements set forth herein,the Parties hereto agree as follows:
L Obligations of WMF.
A. Display. At its sole cost,VVMF shall provide and arrange for the transport
of TWTH to and from the Display Site. In addition,VVMF will provide no less than two
(2)copies of the Vietnam Veterans Memorial Directory of Narnes to be used in connection
with TWTH at the Display Site.
B. Representatives. VVMF shall provide two(2)representatives to
accompany TWTH("the VVMF Representatives")during the Extended Period.(as defined
in Section II.0 herein). The VVMF Representatives will direct and instruct volunteers to be
provided by the Host pursuant to Section II.0 in the set-up,display,maintenance,security,
and take-down of TWTH and will be responsible for the means and methods used for such
set=up,display,maintenance,security and take-down:-I addition,the VVMF
Representatives will provide a general instructive overview of TWTH to'be used by the
volunteers in answering questions from the visitors of TWTH.
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C. Donation Boxes. VVMF shall maintain four(4)donation boxes at the
Display Site throughout the Display Period to collect any and all donations or contributions
from visitors to TWTH. The location of the donation boxes at the Display Site shall be
within the VVMF's sole discretion. All donations or contributions will be the sole property
of VVMF and will be used by it to further its charitable purposes as may be directed by its
Board of directors.
II. Obligations of the Host.
A. Display. The Host hereby agrees to display TWTH at the Display Site
during the Display Period pursuant to and in accordance with the terms and conditions
herein.
B. Promotion. The Host shall reasonably promote and publicize the display of
TWTH at the Display Site prior to and during the Display Period at its sole cost and
obligation.
C. Display Site. The Host shall provide and arrange for the Display Site at
which TWTH is to be displayed at its sole cost and obligation for the period commencing
one(1)business day prior to the commencement of the Display Period and concluding one
(1)business day following the conclusion of the Display Period(the"Extended Period").
The Display Site shall be an area measuring no less than two hundred forty(240)feet by
sixty-five(65) feet in area for the display of TWTH. The Host shall also provide additional
space necessary to accommodate: (1)ceremonies conducted in connection with TWTH,(2)
persons visiting TWTH,(3)an infonnation tent measuring twenty feet(20')by twenty feet
(20')and a museum trailer measuring eight feet(8')by fifty-three feet(53')which VVMF
provides at its sole discretion, (4)VVMF's donation boxes,(5)displays of flags and
pictorial and other exhibits,and(6)other related displays and accessories. The Host shall
also supply electricity for operation of replica lighting and other display elements,as
needed,at its sole cost. The Host shall notify VVMF in writing of the location and
boundaries of the specific Display Site as well as the approximate size of the Display Site no
later than five(5)business days prior to the commencement of the Display Period. VVMF
shall have sole discretion as to the location of all elements of TWTH.
D. Compensation/Expenses. The Host shall: (1)make a payment to
VVMF in the amount of no less than$5,000(the"Compensation"),and(2)make a
payment to the VVMF in the amount of$100(total)for each day of the Extended Period
to cover food and other out-of-pocket expenses for the VVMF Representatives(the"Per
Diem"). One-half of the Compensation and one half of the Per Diem is due immediately
upon the execution of this Agreement and the balance due no less than thirty(30)days prior
to the commencement of the Display Period. In addition,no less than five(5)business days
prior to the commencement of the Display Period,the Host shall,at its sole cost,arrange and
pre-pay for reasonable hotel lodging accommodations for the VVMF Representatives during
the Extended Period as well as for the night prior to the Extended Period.
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E. Volunteers/Services. The Host shall provide and arrange for volunteer
and/or professional services listed in this Section ILE in connection with TWTH at its sole
cost and.obligation and shall supervise-all volunteers and/or professional service providers.
Furthermore,the Host shall be solely responsible for the actions and/or omissions of all such
volunteers and/or professional services in connection with TWTH,except to the extent that
such persons act under and in accordance with the specific instructions of the VVMF
Representatives. Based on good faith negotiations between the parties,the Host shall be
responsible for providing sufficient volunteers during the Extended Period to assist with
TWTH,including but not limited to the set-up,display,maintenance,and take-down of
TWTH. The VVMF Representatives shall provide direction for the means and methods
used by the volunteers. During the Extended Period,on.a twenty-four(24)hour basis,the
Host shall provide sufficient and reasonable security for the protection,safekeeping and
display of TWTH.and the visitors.to TWTH,including provision of first-aid personnel and
equipment and means for direct communications with.local law enforcement officials.
F. Solicitation. The Host hereby agrees that-it will not itself or permit others
(other than VVMF)to solicit or accept contributions of any kind in connection with or in the
proximity of TWTH or the Display Site. The Host further hereby agrees that it will not
itself or permit others(other than VVMF)to sell any item in connection with or in the
proximity of TWTH or the Display Site.
G. Promotion of the Purposes of VVMF/TWTH. The Host acknowledges
and agrees to use its,reasonable best efforts:to promote and protect the purposes,objectives
and high level of integrity and reputation of VVMF and TWTH. The Host also
acknowledges and agrees that it will abstain from and will use its reasonable and best efforts
to cause others to abstain from acting in any manner which may be derogatory,offensive,
hostile or adverse to the character,reputation or interests of VVMF or TWTH,including.
without limitation,demonstrations,protests,marches,rallies or other assemblages of people,
at or near the Display Site,without.regard to the objectives or purposes of such assemblages
of people.,
H. Authority. The Host hereby represents and warrants that it has the legal
right and authority to enter into this Agreement and to perform its obligations hereunder.
III. Mutual Indemnification.
Each of the Parties hereto agrees to indeinnify the other(and its respective directors,
officers,members,employees,agents and/or representatives)and hold it harmless from any
loss,damage or attorney's fees arising from any claim whether by a third party or not based
on acts'and/or omissions that are inconsistent with the duties,obligations,warranties,
representations or other agreements made hereunder;provided,however,that the obligations
of VVMF pursuant to this Section shall be limited in an amount equal to the contribution it
receives from the Host pursuant to Section-H.D herein.
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IV. Miscellaneous.
A. Title to Property. All rights,.title and interests to'TWTH,including but not
limited to all intellectual property rights,shall remain and be the sole property of VVMF. In
addition,all donations and contributions made by or left by any persons visiting TWTH,
whether in the form'of property or money,shall be the sole property of V VMF.
B. Entire Agreement. This Agreement constitutes the entire agreement among
the Parties and supersedes any prior agreements or representations by or among"_the Parties,
written or oral,to the extent they related in any way to the,suibject matter hereof.
G. Counterparts. This Agreement may be executed in one or more
counterparts,each of which shall be deemed an original but all.o f which together shall
constitute one and the same instrument.
D. .Headings. The section headings contained,in this Agreement are inserted
for convenience only and shall not affect in any.way the meaning.or interpretation of this
Agreement.
E. Notices. All notices,requests,demands,claims and other communications
hereunder shall be in Writing. Any notice,request,demand,claim or other communication
hereunder shall be deemed duly given.if(and then two business days after)it is sent by
registered or certified mail,return-receipt requested,postage prepaid,and addressed to the
intended,recipient as set forth below:
If to V VMF: Jan Craig Scruggs,Esq.
Vietnarn Veterans Memorial Fund,Inc.
2600 Virginia Avenue,NW,Suite 104
Washington,'DC 20037
Copy to: Terrence O'Donnell,Esq.
Williams&Connolly
725 Twelfth Street,N.W.
Washington,D.C.20005
If to Host: bay-vi r tWr
t.
)_W en, VVA CI&N.-
F. Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the District of Columbia without giving effect to any
choice,or conflict of law provision or rules that would cause the application of the laws of
any jurisdiction.other than the District of Columbia.
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G. Resolution of Disputes. If a dispute related to this Agreement or.its
interpretation arises,the parties will use reasonable efforts to resolve the dispute by direct
negotiations. If_the parties are unable to resolve such dispute within a reasonable period,
then such dispute shall be decided by compulsory arbitration in the District of Columbia
pursuant to the rules of the.American Arbitration Association,whose decision shall be
binding upon the parties. All fees and other costs and expenses payable to the arbitrator
shall be paid equally by the parties to such proceeding;provided,that the parties shall be
entitled to reimbursement of such fees and costs in such other proportion as the arbitrator
may determine.
H. Force MA:jeure. If performance of this Agreement or any of the obligations
hereunder by VVMF is prevented,restricted or interfered with by causes beyond its
reasonable control(a,"Fofce Majeure"), and if VVMF gives the Host prompt notice of such
event,then the obligations of VVMF shall be suspended to the extent made necessary by
such event. A Force,Majeure shall include,but not be limited to,acts of God,fire,
explosion,vandalism, severe weather conditions,traffic,Orders from a court of competent
jurisdiction,acts of the military or the civil authorities,national emergencies,insurrections,
riots,wars,changes in laws,regulations,ordinances,violations,breaches or non-
performance of any terms of this Agreement by the Host(including without limitation this
Section IV.H)and/or other similar occurrences.
I. Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be;in writing and signed by VVMF and the
Host, No waiver by any Party of any default,misrepresentation or breach of warranty or
covenarit.hereunder,whether intentional or not,shall be deemed to extend to any prior or
subsequent default,misrepresentation or breach of warranty or covenant hereunder or affect
in any way any rights arising by virtue of any such occurrence,prior or subsequent.
J. Severability. Any tern or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions hereof or the validity or enforceability
of the offending term or provision in any other situation or in any other jurisdiction.
K. Termination. VVMF shall.bave the right to terminate this Agreement for
any reason whatsoever and without liability of any kind to the Host by giving the Host
written notice thereof not later than five(5)business days prior to the commencement of the
Display Period. In the event VVMF so terminates this Agreement,VVMF shall promptly
return to the Host any contributions made to VVMF,pursuant to Section II:D hereof .In the
event that Host terminates this Agreement,VVMF shall keep the 50%deposits,as.described
in Section II.D.
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IN WITNESS WHEREOF,the Parties sign and execute this Agreement as
of the day indicated by each-below.
VIETNAM VETERANS MEMORIAL FUND,INC: (VVMF)
Signature: I
Naive: �C�R r CA 19N
Title: �' t 1y��Yrl�'
Dated:
Host Organization
Signature:— � .---
Name: C I EA L '
Title: —0I re-dDr, �PAef s Be'-C',
Dated: 311�l l
Organization: OJIA if h4k r()
Address:
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