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HomeMy WebLinkAboutVietnam Veterans Memorial Fund Incpt 3 . t s' 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., a non-profit District of Columbia corporation ("VVMF") and the City of Auburn, a municipal corporation of the State of Washington, (the "Sponsor"). VVMF and the Sponsor are referred to herein individually 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 Celumbia and is a non-profit organization under 26 USC 501(c)(3), committed to honoring our nation's veterans and educating this and future generations about the impact of the Vietnam War; and B. WHEREAS, VVMF, was the organization that was authorized by the U.S. Congress in 1980 to build a national memorial dedicated to all who served with the U.S. Armed Forces in the Vietnam War. The Vietnam Veterans Memorial, which has come to be known as The Wall, was dedicated in 1982; and C. WHEREAS, VVMF has the right to display a scale replica of the Vietnam Veterans Memorial located in the District of Columbia commonly referred to by VVMF as the Official Traveling Wall (the "Memorial") in various locations throughout the world; and D. WHEREAS, the Sponsor desires to temporarily display the Memorial within the City of Auburn, State of Washington, at Veterans Memorial Park (the "Display Site") for the period commencing on November 4, 2010, and concluding on November 7, 2010 (the "Display Period"); and E. WHEREAS, Sections 35.21.700 and 67.28.180 of the Revised Code of Washington (RCW) identify "tourism promotion" as a legitimate purpose for expenditure of public tax monies; and F. WHEREAS, Tourism is an important component of the economy of the City; and G. WHEREAS, also important to the City is the veteran community in and around Auburn; and H. WHEREAS, the Parties desire to set forth the terms and conditions under which VVMF will provide the Memorial 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: I. Obligations of VVMF. A. Display. VVMF shall provide and arrange for the transport of the Memorial to and from the Display Site. In addition, VVMF will provide no less than two (2) copies of the Vietnam Veterans Memorial Directory of Names to be used in connection with the Memorial at the Display Site. B. Representatives. VVMF shall provide two (2) representatives to accompany the Memorial ("the WMF Representatives") during the Extended Period (as defined in Section II.C herein). The VVMF Representatives will direct and instruct volunteers to be provided by the Sponsor pursuant to Section II.C in the set-up, display, maintenance, security, and take-down of the Memorial and will be responsible for the means and methods used for such set-up, display, maintenance, security and take-down. In addition, the VVMF Representatives will provide a general instructive overview of the Memorial to be used by the volunteers in answering questions from the visitors of the Memorial. 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 the Memorial. All donations or contributions will be the sole property of WMF and will be used by it to further its charitable purposes as may be directed by its Board of directors. II. Obligations of the Sponsor. A. Display. The Sponsor hereby agrees to display the Memorial at the Display Site during the Display Period pursuant to and in accordance with the terms and conditions herein. B. Promotion. The Sponsor shall reasonably promote and publicize the display of the Memarial at the Display Site prior to and during the Display Period at its sole cost and obligation. C. Display Site. The Sponsor shall provide and arrange for the Display Site at which the Memorial 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 Disp:ay 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 the Memorial. The Sponsor shall also provide additional space necessary to accommodate: (1) ceremonies conducted in connection with the Memorial, (2) persons visiting the Memorial, (3) an information 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 sponsor shall also supply electricity for operation of replica lighting and other display elements, as needed. The Sponsor shall notify VVMF in writing of the location and boundaries of the specific Display Site as well as approximate size of the Display Site no later than five (5) business days prior to the commencement of the Display Period. VVMF - Auburn, WA Agreement Page 2 D. Contributions/Expenses. The Sponsor shall make a contribution, as a part of its consideration herefor, to VVMF in the amount of no less than $5,000, one-half of which is due immediately upon the execution of this Agreement and the balance due no less than five (5) business 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 Sponsor shall: (1) 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 and (2) make payment upon arrival (in cash or local check to the two VVMF Representatives a per-diem of $100 (total) for each day of the Extended Period to cover food and other out-of-pocket expenses for the VVMF Representatives. E. Volunteers/Services. The Sponsor shall provide and arrange for volunteer and/or professional services listed in this Section II.E in connection with the Memorial at its sole cost and obligation and shall supervise all volunteers and/or professional service providers. Furthermore, the Sponsor shall be solely responsible for the actions and/or omissions of all such volunteers and/or professional services in connection with the Memorial, except to the extent that such persons act under and in accordance with the specific instructions of the VVMF Representatives. 1. During the Display Period, on a twenty-four (24) hour basis, a reasonable and sufficient number of volunteers to answer questions, provide information and assist visitors to the Memorial, including locating names inscribed on the Memorial. 2. During the one-day period prior to the commencement of the Display Period, a reasonable and sufficient number of volunteers to assist in the erection and setting-up of the Memorial, and during the one-day period following the conclusion of the Display Period, a reasonable and sufficient number of volunteers to assist in the disassembly and packaging of the Memorial, with such erection, setting-up, disassembly and packaging of the Memorial being performed under the supervision and in accordance with the specific instructions of the VVMF Representatives. 3. During the Extended Period, on a twenty-four (24) hour basis, sufficient and reasonable security for the protection, safekeeping and display of the Memorial and the visitors to the Memorial, including provision of first-aid personnel and equipment and means for direct communications with local law enforcement officials. 4. During the Display Period, once each day in the early evening, one volunteer to assist with and witness the counting of donations collected in VVMF's donation boxes by the VVMF Representatives. F. Solicitation. The Sponsor 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 the Memorial or the Display Site. The Sponsor further hereby agrees that it will not itself or VVMF - Auburn, WA Agreement Page 3 permit others (other than VVMF) to sell any item in connection with or in the proximity of the Memorial or the Display Site. G. Promotion of the Purposes of VVMF/Memorial. The Sponsor 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 the Memorial. The Sponsor 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 WMF or the Memorial, 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 Sponsor 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 indemnify 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 Sponsor pursuant to Section II.D herein. IV. Miscellaneous. A. Title to Property. All rights, title and interests to the Memorial, 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 the Memorial, whether in the form of property or money, shall be the sole property of VVMF. B. Entire Agreement. This Agreement constitutes the entire agreement among the Parties and supersedes any priar agreements or representations by or among the Parties, ",Titten or oral, to the extent they related in any way to the subject matter hereof. C. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of 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. VVMF - Auburn, WA Agreement Page 4 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 VVMF: Jan Craig Scruggs, Esq. Vietnam Veterans Memorial Fund 1023 15th Street, N.W., 2 Floor Washington, DC 20005 Copy to: Terrence O'Donnell, Esq. Williams & Connolly 725 Twelfth Street, N.W. Washington, D.C. 20005 If to Sponsor: Mayor, City of Auburn Auburn City Hall 25 West Main Auburn, WA 98001 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. G. Force Majeure. 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 "Force Majeure"), and if VVMF gives the Sponsor prompt notice of such event, then the obligations of WMF 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 ar non-performance of any terms of this Agreement by the Sponsor (including without limitation this Section IV.G) and/or other similar occurrences. H. 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 Sponsor. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant 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. 1. Severability. Any term 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 VVMF - Auburn, WA Agreement Page 5 terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction, provided that if the invalidity or unenforceability prevents WMF from displaying the Memorial, as called for herein, the Sponsor shall be relieved from making the contribution pursuant to Section II.D herein. J. Termination. WMF shall have the right to terminate this Agreement for any reason whatsoever and without liability of any kind to the Sponsor by giving the Sponsor 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 Sponsor any contributions made to VVMF, pursuant to Section II.D hereof. In the event that Sponsor terminates this Agreement, VVMF shall keep the 50% deposit, as described in Section II.D. IN WITNESS WHEREOF, the Parties sign and execute this Agreement as of the day indicated by each below. "VVMF" VIETNAM VETERANS MEMORIAL FUND, INC. By: Name: Jan S ggs, Esq. Title: President Dated: "SPONSOR" CITY OF AUBURN, WASHINGTON Name: Peter B. Lewis, Mayor Address: 25 Aftsjllfthe~uburn, WA 98001 Dated: VVMF - Auburn, WA Agreement Page 6