Jefferson National Expansion Administrative History

AGREEMENT BETWEEN

NATIONAL PARK SERVICE
UNITED STATES DEPARTMENT OF THE INTERIOR
AND THE
JEFFERSON NATIONAL EXPANSION HISTORICAL ASSOCIATION

This Memorandum of Agreement is between the National Park Service (hereinafter referred to as the "Service"), an agency of the United States Department of the Interior, acting in this behalf through the JEFFERSON NATIONAL EXPANSION HISTORICAL ASSOCIATION (hereinafter referred to as "Association"), acting through the Chairman of its Board of Directors or the Board's designee.

WITNESS:

WHEREAS, it is the purpose of the Service to preserve, interpret, and manage the National Park System for the benefit, education, and enjoyment of the people of the United States, as provided for in the act of August 25, 1916 (16 U.S.C. Sec. 1, et seq.); and

WHEREAS, the Service desires to provide facilities and cooperating services for the sales of materials of interpretive and educational value and for the presentation of specified programs relating to the interpretive themes of areas of the National Park System; and

WHEREAS, the Association has the education, historical, scientific, and nonprofit purposes of assisting historical, scientific, educational, and interpretive activities of the Service;

NOW, THEREFORE, pursuant to authority contained in the Acts of August 25, 1916 (16 U.S.C. Sec. 1—3), August 7, 1946 (16 U.S.C. Sec. 17j—2), August 21, 1935 (16 U.S.C. Sec. 461—468e), June 5, 1920 (16 U.S.C. Sec 6), August 8. 1953 (16 U.S.C. Sec. 1b5), August 18, 1970 (16 U.S.C. Sec 1a-2(g)), and other laws supplemental thereto and amendatory thereof, and in consideration of the mutual benefits which will accrue to the Service and the Association, the parties agree as follows:

1. AUTHORIZATION

The Service authorizes the Association to provide, and the Association agrees to provide, the hereinafter described interpretive and educational services to the visiting public for a period of five years commencing on October 1, 1988, since the existing agreement between the Service and the Association expires on September 30, 1388. The two supplemental agreements between the Service and the Association dated April 7, 1983, and September 10, 1985 (attached) shall continue in effect under this agreement in accordance with their terms. This Agreement will automatically renew for another five year period on October 1 of the last year, unless reasonable notice of cancellation is given by either party before the date of renewal. While the Service reserves the right to terminate the Agreement, or any part thereof, at any time upon reasonable notice without the necessity of any legal process, the Service will hold a meeting with the Association prior to the termination setting forth the reasons for termination.

2. ASSOCIATION RESPONSIBILITIES

The Association may use facilities within the Park for the sale of educational and interpretive items for the benefit of the visiting public.

A. Sales Items

(1) The Association may sell only interpretive and educational items, such as publications, maps, visual aids, handicrafts, and other objects directly related to the interpretive and educational themes of the Park and Park System. This does not prohibit granting of a concession permit to an Association authorizing the sale of other items.

(2) The Association shall not sell original artifacts, such as potsherds or battlefield relics, to which the Antiquities Act of June 8, 1906 (16 U.S.C. Sec. 431—433) or 43 C.F.R., Part 3, would apply if discovered on public lands, notwithstanding whether such objects were in fact discovered on lands owned or controlled by the United States.

(3) The Association is not by this Agreement granted the right to sell items, the sale of which would infringe on applicable contract rights of the Park concessioner.

(4) The Association shall maintain a high standard of quality in all items produced or sold.

(5) The Association shall not sell any item which has not been approved by the park superintendent or an appropriate Service person as designated by the Director. The Association shall allow publications to be reviewed by the Service for editorial and design quality.

(6) The Association shall sell items at fair market value provided that such prices shall be approved in advance by the park superintendent or an appropriate Service person as designated by the Director.

(7) The Association shall display the sales items in good taste and in keeping with the general design and decor of the Park.

B. Facilities

(1) The Association may redesign and renovate existing sales facilities as necessary, including renovation of display structures, furnishings, equipment, signing, display lighting, and lighting in the immediate area of the facility, provided that all plans therefore are approved in advance by the Service.

(2) The Association shall keep the sales facilities clean and presentable throughout the workday.

(3) The Association shall exercise reasonable care to prevent damage to any Government property used by it during its operation and shall, insofar as possible, protect all such property.

C. Records and Accounting

(1) The Association shall conduct its fiscal operations in accordance with accepted business practices, utilizing purchase orders, receipts, invoices, and inventory records.

(2) There is no prescribed standard accounting system for Association operations as long as whatever is used provides the required information for the Internal Revenue Service and the National Park Service reporting forms. (Refer: NPS-32, Release No. 2, Chap. 6, p. 8)

(3) The Association shall submit to the Director, through the Superintendent and the Regional Director, annually within 135 days following the end of each fiscal year a complete financial report. The report shall be accompanied by a written summary of Association activities for the year.

(4) The Director, or his designee, may review the records of the Association during the term of this Agreement.

D. Personnel

(1) The Association shall provide such personnel as are reasonably necessary to operate the sales facilities as indicated by the level of gross sales. These personnel may include, as necessary, a central business office staff, local facility managers, and sales clerks. Otherwise, Service personnel may offer sales items to the public as an incidental supplement to their interpretive duties.

(2) The Association shall designate an Association member or employee who is authorized to act as liaison with the Service.

(3) All Association employees involved in visitor contact shall be oriented in the Park's visitor service programs and shall be certified by the park superintendent before assuming such responsibilities.

(4) An evident and distinct separation shall be maintained between the activities of the Association and those of the Service. All steps shall be taken to avoid even an appearance that the Service directs the management or decision-making process of the Association.

(5) Association personnel are not Government employees and are not authorized to undertake any Governmental function or activity on behalf of the Service beyond routine visitor information services and participation in museums and living history or like programs. Association employees shall not engage in activities which would reasonably lead the visiting public to conclude that they are Government employees. No Association employee shall wear a Service or other Government uniform. All Association employees shall wear some easily observable and readily identifiable indicia of Association affiliation while in the Park on Association business.

E. Approvals

(1) Hours of operation, rates and prices, standards of service, and merchandise to be sold shall be subject to the approval of the Director.

(2) The Association may at any time make a written request for such necessary approvals. Failure to disapprove within thirty days of receipt of such written request shall be deemed to constitute Service approval. This subparagraph does not apply to the approval required by subparagraph 2B(1).

F. Interpretive Activities

(1) Interpretive activities engaged in by the Association must meet Service standards and be approved by the Park Superintendent.

(2) Interpretive activities conducted by the Association will be directed by the Park Superintendent or the NPS Liaison who is the Chief of Interpretation or his designate, provided, however, the Association personnel shall only be available for the purposes of the interpretive activity.

3. SERVICE RESPONSIBILITIES

The Service agrees to allow the Association to use those facilities within the Park which are designated for the sale of educational and interpretive items for the benefit of the visiting public. Designations may include as determined by the Service special exhibition areas, permanent exhibition and visitor spaces, and any such space in, near, or outside the Visitor Center depending on programs and interpretive thrusts.

A. Sales Items

The Service shall cooperate with the Association in the planning, the design, and the selection of merchandise appropriate for sale by the Association at the facilities provided therefore by the Service.

B. Facilities

(1) The Service shall provide the Association with such sales and other facilities as are designated by the Superintendent, and such other facilities as may hereafter be deemed necessary or desirable by the Service, provided that the Service reserves the right to relocate or withdraw any such facilities, in order to meet needs of the Service upon reasonable notice. The Service shall have emergency access to all facilities, which shall also be subject to the right of the Service to make such surveys and inspections as the Service deems necessary or appropriate.

(2) The Service reserves the right to design and construct any new facilities, and shall allow the Association to review and comment on any plans therefore.

(3) The Service shall provide the Association with incidental utility services at each assigned facility, including water, electricity, heat, air conditioning (if available in the building), to the extent these utilities are required for the operation of the building for Governmental purposes. All other utilities will be provided the Association on a reimbursable basis.

(4) The Service shall provide all general maintenance and repair services for the Government-owned buildings and facilities used by the Association.

(5) The Service shall designate an employee who shall act as liaison with the Association.

4. SUPPLEMENTAL AGREEMENTS

The Service and the Association further agree that, by supplemental agreement, the Association may offer additional educational and interpretive services which support the mission of the Park. This includes assisting, planning, and conducting the presentation of interpretive and educational programs, involving as needed, but not limited to, the employment of interpreters, purchasing of supplies, and the sale of program products.

5. INDEMNIFICATION AND INSURANCE

A. The Association shall indemnify, save and hold harmless and defend the United States against all fines, claims, damages, losses, judgments, and expenses arising out of or from any omission or activity of the Association in connection with activities under this Agreement.

B. The Association shall procure public and employee liability insurance with a minimum limitation of $100,000.00 any number of claims from any one incident, with respect to the activities of the Association and its employees. The United States of America shall be named as an additional insured on all such policies. All such policies shall specify that the insurer shall have no right of subrogation against the United States for payment of any premiums or deductibles thereunder, and such insurance policies shall be assumed by, credited to the account of, and undertaken at the Association's sole risk.

6. ASSOCIATION ORGANIZATION

A. The Association's Articles of Incorporation and By-Laws shall comply with requirements of the Internal Revenue Service and of the State in which the Association is incorporated. Non profit status must be maintained in accordance with Federal and State laws and the Association will make available for inspection at the request of the Service documents demonstrating non-profit status. This contract will automatically terminate if non-profit status is lost.

B. The board of the Association may invite Service staff to its meetings and the meetings of its committees. NPS staff invited to such meetings in an advisory non-voting capacity shall be the Superintendent and his designate who is typically the Chief of Interpretation. Any Service staff may be invited by the board to any of its meetings in an advisory non-voting capacity as needed to fulfill the terms of this agreement. (Refer: Letter of NPS Director, 6-21-88)

C. The role of the NPS Liaison is to represent the interests of the National Park Service and to provide cooperative assistance to the Association. His or her scope of responsibility shall be limited to providing assistance in overseeing the day-to-day, routine interpretive work of the Association, and serving as the liaison between the Service and the Association for approvals, programs, and coordination of interpretive projects. (Refer: Letter of NPS Director, 6-21-88)

D. No member of the board or officer of the Association shall be a Service employee. (Refer: Letter of NPS Director, 6-21-88)

7. ASSIGNMENT

No transfer or assignment of this Agreement or of any part thereof or interest therein, directly or indirectly, voluntary or involuntary, shall be made unless such transfer or assignment is first approved by the Director or his authorized representative in writing.

8. APPROPRIATIONS

Nothing herein contained shall be construed as binding the Service to expend in any one fiscal year any sum in excess of appropriations made by Congress or administratively allocated for the further expenditure of money in excess of such appropriations or allocation.

9. MISCELLANEOUS

A. The rights and benefits conferred by this Agreement shall be subject to the laws of the United States governing the National Park Service and to the rules and regulations promulgated thereunder, whether now in force or hereafter enacted or provided; and the mention of specific restrictions, conditions, and stipulations herein shall not be construed as in any way impairing the general powers of supervision, regulation and control by the Service.

B. No member of, or delegate to, Congress, or Resident Commissioner, shall be admitted to any share or part of this Agreement or to any benefit that may arise therefrom, but this restriction shall not be construed to extend to this Agreement if made with a corporation or company for its general benefit.

C. The Association agrees that all its activities shall be conducted in accordance with all applicable laws and regulations, both State and Federal. Specifically, the Association shall comply with the requirements of (a) Executive Order No. 11246 of September 24, 1967, (b) Title V., Section 503 of the Rehabilitation Act of September 26, 1973 (P. L. 93-112), which requires Government Contractors and Subcontractors to take affirmative action to employ and to advance in employment qualified handicapped individuals, and (c) with regulations heretofore or hereafter promulgated, relating to nondiscrimination in employment and in providing facilities and service to the public, as set forth in Exhibit B attached hereto and made a part thereof.

D. In all cases where rights or privileges are granted herein in general or indefinite terms, the extent of the use of such rights or privileges by the Association shall be determined by further written agreement.

This Agreement is Effective between the Association and the Service with regard to the following specified national park sites, which are collectively referred to throughout this Agreement as the "Park," to wit:

(1) Jefferson National Expansion Memorial NHS

(2)

(3

(4)

etc.

IN WITNESS WHEREOF, the Association has caused this Agreement to be executed this 26th day of August 1988

Jefferson National Expansion Historical Association
Cooperating Association

By: Chairman, Board of Directors

IN WITNESS WHEREOF, the Service has caused this Agreement to be ratified this 6th day of September 988

National Park Service

By: Superintendent

IN WITNESS WHEREOF, the Service has caused this Agreement to be ratified this 29th day of September 1988

National Park Service

By: Regional Director, Midwest Region

There follows the attachment of the supplemental agreements dated April 7, 1983, and September 10, 1985.

There follows the attachment of GENERAL PROVISIONS (Supply Contract), Standard Form 32 (Rev. 4-75), #32-109.

SUPPLEMENTAL AGREEMENT BETWEEN THE NATIONAL PARK SERVICE AND JEFFERSON NATIONAL EXPANSION HISTORICAL ASSOCIATION, INC.

This agreement made and entered into this 7th day of April, 1983, by and between the National Park Service (NPS) and the Jefferson National Expansion Historical Association, Inc. (the Association);

Witnesseth:

Whereas, the parties hereto entered into an agreement dated October 4, 1978, which agreement provides that the parties may enter into supplemental agreements which support the mission of the Jefferson National Expansion Memorial; and

Whereas, the parties desire to enter into such a supplemental agreement;

Now therefore, it is agreed as follows:

1. The Association will, at its expense, hire employees to operate the motion picture theatre under the Arch, the times and hours of operation of the theatre to be substantially the same as when operated by the NPS in the past. In order to operate the theatre, the Association:

a. Will employ one full time projectionist at all times and additional projectionists when needed.

b. Will employ one full time cashier at all time to sell tickets and additional cashiers when needed.

c. Will employ ticket takers and ushers as needed.

d. Will purchase each year approximately 10 copies of the films to be shown.

e. Will purchase tickets and supplies as needed.

f. Will maintain the projector and purchase bulbs for it.

2. NPS will supply all utilities (heat, air-conditioning, electricity, lighting and light bulbs) for which the Association will pay NPS based on current rates.

3. The Association will employ, at least 3 full time persons to be paid at the rate equivalent to GS-5 on the government pay scale. These persons will be entitled to the employee benefits provided for other Association employees and will provide interpretive services at the Old Courthouse. Although these persons will be employees of and paid by the Association; the NPS at its expense will train them, supervise their work and will periodically report to the Association as the their attendance at work and other matters.

4. Any additional income generated by this operation over and above operating costs and the cost of these three employees will be used to hire additional employees for purposes of expanding this program beyond a minimal base and/or to obtain equipment necessary to maintain an acceptable level of interpretation. (All such equipment obtained for this purpose shall become the property of the National Park Service.)

5. NPS will at its expense make all repairs to the theatre, the seats and all equipment (other than the projector) used in connection with showing the films, even though the repairs may have resulted from damage caused by persons admitted to the theatre by the Association or by employees of the Association. NPS will at its expense supply all janitor and cleaning services and guard services.

6. NPS will permit the Association to use the theatre and the area immediately south of it for the purpose of showing films to the public and selling tickets. NPS will also permit the Association to use the existing equipment (including the screen, the projector, and films now on hand) now located in the theatre. The Association shall be permitted to charge a fee to be approved by NPS, which fee shall not be less that fifty cents a person. NPS may request from time to time that special groups (such as school children) be admitted free.

7. The effective date of this agreement shall be March 9, 1983 and the agreement shall thereafter continue indefinitely until it is canceled, or until the general agreement, of which it is a part, is canceled. Either party may cancel this agreement by giving the other party 60 days notice in writing. If such notice is given by the Association, it shall be delivered to the office of the Superintendent of the Jefferson National Expansion Memorial. If such notice is given by NPS it shall be delivered to the office of the business manager of the the Association.

8. This agreement is a supplement to the agreement dated October 4, 1978, and shall be construed as a part of that agreement.

In witness whereof the parties hereto have caused this agreement to be executed by their proper officers.

Attest:

Jefferson National Expansion
Historical Association
Jefferson L. Miller
Chairman 4-14-83

National Park Service
by J. Dunning 5-20-83
Regional Director

SUPPLEMENTAL AGREEMENT BETWEEN THE NATIONAL PARK SERVICE AND JEFFERSON NATIONAL EXPANSION HISTORICAL ASSOCIATION, INC.

This agreement made and entered into this 10th day of September, 1985, by and between the National Park Service (NPS) and the Jefferson National Expansion Historical Association, Inc. (the Association):

Witnesseth:

Whereas, the parties hereto entered into an agreement dated April 7, 1983, which agreement provided, in part, that the Association hire uniformed employees to staff and perform certain interpretive services with the Jefferson National Expansion Memorial National Historic Site; and

Whereas it is now deemed desirable that the Association provide additional interpretive services; and

Whereas the parties desire to enter into a supplemental agreement to the agreement of April 7, 1983; Now, therefore, it is agreed as follows: 1. The Association will, at its expense hire employees to provide roving interpretive services to the public and provide security to artifacts and exhibits with the Museum of Westward Expansion, the times and hours of services within the museum to be substantially the same as when operated by the NPS in the past. In order to provide this service, the Association:

a. Will employ, at least six persons at no less than 35 hours per week to be paid at the rate equivalent to GS-4 on the government pay scale. These persons will be entitled to the employee benefits provided for other Association employees and will provide roving interpretive services at the Museum of Westward Expansion. Although these persons will be employees of and paid by the Association, the NPS at its expense will train them, supervise their work and will periodically report to the Association as to their attendance at work and other matters.

b. Will employ additional persons on a temporary basis during the period of the year that the Museum of Westward Expansion is open to the public during extended hours.

2. The Association shall provide these interpretive services to the NPS at no charge.

3. The effective date of this agreement shall be September 10th, 1985 and the agreement shall thereafter continue indefinitely until it is canceled, or until the agreement, of which it is a part, is canceled. Either party may cancel this agreement by giving the other party 60 days notice in writing. If such notice is given by the Association, it shall be delivered to the office of the Superintendent of the Jefferson National Expansion Memorial. If such notice is given by NPS it shall be delivered to the office of the Executive Director of the Association.

4. This agreement is a supplement to the agreement dated April 7, 1983, and shall be construed as a part of that agreement. In witness whereof the parties hereto have caused this agreement to be executed by their proper officers.

Attest:

John Brodhead, Jr.
Secretary

Jefferson National Expansion Historical Association
by Robert W. Murch 10 Sept. 1985
Chairman

National Park Service
by Charles H. Odegaard 10/2/85
Regional Director