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EXHIBIT C: MANAGEMENT AGREEMENT <br />1. Red River Valley Veterans Memorial, Inc. ( "Veterans Memorial') and the City of Paris ( "City ") <br />enter into a Management Agreement whereby Veterans Memorial will provide funding for the upkeep <br />and maintenance of the Red River Valley Veterans Memorial, and City agrees to oversee and manage <br />the upkeep and maintenance of the Memorial Park with all funding provided by Veterans Memorial. <br />2. This Management Agreement shall become effective upon its execution by both parties hereto, <br />and when Veterans Memorial delivers a letter to the City formally requesting that City begin managing <br />the maintenance of the Memorial Park. <br />3. Veterans Memorial agrees to maintain a balance of $25,000.00 in a Red River Valley Veterans <br />Memorial Perpetual Care Fund with a local, federally- insured financial institution in Paris, Texas to <br />provide for the upkeep and maintenance of the Memorial Park and to keep the land and premises clean, <br />free of trash, litter, tall grass and weeds and in overall good condition. <br />4. The cost of all maintenance, upkeep, and repair of the Memorial Park shall be the sole <br />responsibility of Veterans Memorial, and shall be funded through the Red River Valley Veterans <br />Memorial Perpetual Care Fund. <br />5. City agrees to keep the memorial site free of litter, trash, tall grass, and weeds and in good <br />order and condition. Veterans Memorial shall pay directly to contractor(s) and other vendor(s) who <br />shall be employed by City for purposes of maintaining the Memorial Park. <br />6. The executive board of Veterans Memorial shall meet with City at least once annually to <br />discuss maintenance and upkeep of the Memorial Park and to make decisions about necessary repairs <br />and /or improvements. <br />7. Veterans Memorial shall make periodic deposits to the Perpetual Care Fund to ensure that it is <br />sufficiently funded to meet all the maintenance, upkeep, and repair demands of the Memorial Park. <br />This obligation shall extend to the land and to all improvements located thereon. <br />8. Should the balance of the Perpetual Care Fund fall below $20,000.00, City shall notify Veterans <br />Memorial of said shortage and require remedial action within 180 days of receipt of written notice. <br />9. During the term of this Management Agreement, and any extensions thereof, the City agrees to <br />add the Red River Valley Veterans Memorial under its general liability insurance provided Veterans <br />Memorial timely reimburses the City for 100% of the total cost to cover Veterans Park land and <br />improvements. Veterans Memorial shall further be solely responsible for paying 100% of any insurance <br />