HomeMy WebLinkAboutRES.1546.02-22-2000BILL NO. 2000-38
RESOLUTION NO. /S
A RESOLUTION AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT
WITH THE VIETNAM VETERANS MEMORIAL
FUND, INC. FOR THE OFFICIAL
TRAVELING WALL MEMORIAL
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE GIRARDEAU,
MISSOURI, AS FOLLOWS:
ARTICLE 1. The City Manager, for and on behalf of the City
of Cape Girardeau, Missouri, is hereby authorized to execute an
Agreement with the Vietnam Veterans Memorial Fund, Inc., a non-
profit District of Columbia corporation, for the Official
Traveling Wall Memorial. A copy of said Agreement is attached to
this Resolution and made a part hereof.
PASSED AND ADOPTED THIS DAY OF 200.
r
A. M. Spradling, III, ayor
ATTEST:
GaylekL. Conrad, City Clerk
ro�i�'".�-�
VIETNAM VETERANS MEMORIAL FUND
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 Mmoralgn Inc., a non-profit District of Columbia corporation
("VVMF") and -rher' , '+ - 4t1- (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 Columbia;
B. 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 Travelling Wall (the "Memorial") in various locations
throughout the world;
C. WHEREAS, the Sponsor desires to tempprarily display the
Memorial within the City of State of MISSiauf_' at
(the "Display Site") for
the period commencing onA2(lt 7b and concluding o0ri1Z , 7pn (the
"Display Period'; and
D. 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 vvmr.
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 VVMF Representatives") during the Extended Period
(as defined in Section II_C herein). The VVMF Representatives will direct and
1023 Fifteenth Street, NW, Second Floor, Washington, D.C. 20005-2602
(202) 393-0090 • Fax (202) 393-0029 9 httpV/www.vvmf.org
2•d 6200-666(202) AWAA d90:2T 00 TT qaj
r .
instruct volunteers to be provided by the Sponsor pursuant to Section ILC 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 VVMF and will be used by it to further its charitable purposes as
may be directed by its Board of directors.
if. 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 Memorial 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 no less than two (2) business days prior to the commencement
of the Display Period and concluding no less than two (2) business days 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 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 forty feet (40') and a museum trailer measuring eight freet (8')
by thirty-six feet (36') 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.
D. Contributions/ Expenses. The Sponsor shall make a contribution to
VVMF in the amount of no less than $4,500, 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 for each night during the Extended Period and (2)
E -d 6200-E6E(202) AWAA dL0:2T 00 TT qaj
make payment upon arrival (in cash, local check, or equivalent local food voucher) to
the two VVMF Representatives a per -diem of $50 each 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 ILE 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 two-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 two-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; and
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 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 within lawful bounds to cause others to
{. - d 6200-666(202) AWAA dL0:21 00 11 qaj
t` .
abstain from acting in any manner which may be derogatory, offensive, hostile or
adverse to the character, reputation or interests of VVMF 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 Parties hereby represent and warrant that they have the
legal right and authority to enter into this Agreement and to perform their
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 the Parties pursuant to this
Section shall be limited in an amount equal to the contribution received from the
Sponsor pursuant to Section ILD 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
items left by made 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 prior agreements or representations by or
among the Parties, written 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_
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:
C; -d 6300-666(202) _AWAA dL0:21 00 TT qaA
If to VVMF: Jan Craig Scruggs, Esq.
Vietnarn Veterans Memorial Fund
1023 15th Street, N.W., 2nd Floor
Washington, DC 20005
Copy to: Terrence O'Donnell, Esq.
Williams & Connolly
725 Twelfth Street, N.W.
Washington, D.C. 20005
If to Sponsor:
contact
(Please fill in full name of organization,
person, and full address below)
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 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 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.
I. 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 terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other situation or in any other
jurisdiction.
9•d 6200-E6c(2021 JWAA d80:21 00 TT qaj
J. Termination.VVMF 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 WITNESS WHEREOF, the Parties sign and execute this Agreement as of the
day indicated by each below.
VIETNAM VETERANS MEMORIAL FUND, INC.
By:
Name: Jan C. Scruggs, Esq.
Title: President
Dated:
"SPONSOR"
By:
Name: Michael G. Miller
Title: City_ Manager
Dated:
Address, including zip code
401 Tndeuendenc-e
P. O. BOX 617
Cape Girardeau, MO 63702-067.7
L 6200-CGC(202) AWAA d60:21 00 TT qej