Scribd Logo
Upload

Welcome to Scribd!

  • Agreement With The City of Philadelphia and The PA Convention Center Authority For The 2016 DNC

    Uploaded by

    The Declaration
    46 views34 pages
    The 60 page agreement between the City of Philadelphia and the Democratic National Convention Committee.

    Original Title

    Agreement with the City of Philadelphia and the PA Convention Center Authority for the 2016 DNC

    Copyright

    © © All Rights Reserved

    Available Formats

    PDF or read online from Scribd

    Did you find this document useful?

    Is this content inappropriate?

    Report this Document
    The 60 page agreement between the City of Philadelphia and the Democratic National Convention Committee.

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    46 views34 pages

    Agreement With The City of Philadelphia and The PA Convention Center Authority For The 2016 DNC

    Uploaded by

    The Declaration
    The 60 page agreement between the City of Philadelphia and the Democratic National Convention Committee.

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 34
    AGREEMENT WITH THE CITY OF PHILADELPHIA AND THE PENNSYLVANIA CONVENTION CENTER AUTHORITY. FOR ‘THE 2016 DEMOCRATIC NATIONAL CONVENTION. ‘TABLE OF CONTENTS AGREEMENT WITH THE CITY OF PHILADELPHIA AND THE PENNSYLVANIA CONVENTION CENTER AUTHORITY FOR THE 2016 DEMOCRATIC NATIONAL, CONVENTION., 1. THE CONVENTION. 2. DEFINITIONS wee 3. GENERAL OBLIGATIONS OF THE CITY AND HOST COMMITTEE.. 31 Cry Oauicarions. 32. Host Commirree OaLiGaTions 33. PCCA Ostications. 34 CITY REPRESENTATIVE. 35 POCA REPRESENTATIVE 3.6 CONVENTION CENTER LICENSED PREMISES. 3.7 SeeciaL Event Venus, 3.8 Use oF Private Venurs. 3.9 Penna. 3.10 SecurrTy PLAN, 3.1 EQuipMenr. 3.12 FIRE ANDEMS. 3.13 PuaLic StREETS AND WatKS 3.18 DEMONSTRATION AREA AND PARADE ROUTE 3.15 SecuriTy Liaison. 3.16 TRANSPORTATION LIAISON AND PLANNING. 3.17 COOPERATION AND ASSISTANCE AGREEMENT 3.18 Gavet-to-Gavel.Coverace 3.19 LIMITATION OF City OnLiGaTIONS PERSONS WITH DISABILITIES. 5. INTELLECTUAL PROPERTY AND MERCHANDISIN 6, LIABILITY, INDEMNIFICATION AND INSURANCE. 6.1 INDEMNIFICATION OF THE CITY 62. INDEMNIFICATION OF THE PCCA. 63 INDEMNIFICATION BY THE CITY. 64 INSURANCE APPLICABLE LAWS... 11 COMPLIANCE WITH LAWS, AND RULES AND REGULATIONS. 72. City Laws REPRESENTATIONS AND WARRANTIES OF THE HOST COMMITTEE. 9. REPRESENTATIONS AND WARRANTIES OF THE CITY evnson 10. REPRESENTATIONS AND WARRANTIES OF PCC. Al, REPRESENTATIONS AND WARRANTIES OF THE DNCC. 12, TERMINATION. - 13. ARBITRATION AND DISPUTE SETTLEMENT. 14, MISCELLANEOUS PROVISION: 14.1 FURTHER AssuRANCES, 7 15 142, Lisansry vn 16 143 Nonces. 16 14.4 SeveRaBiLTy 7 18 145 Suevivat. 18 146 Waiver. 18 14.7 ASSIGNMENT AND BINDING EFFECT. 18 148 AMENDMENT. 18 14.9 ENTIRE AGREEMENT. ery 14.10. Heapines. 18 14.11 CenTatn INTERPRETATIONS vo 9 14.12. GoveRnnc Law. 19 14.13 Tive ts oF THE ESSENCE. 19 14.14 Examnavion oF RECORDS. 19 14.15 CounteRPanrs, 19 14.16 Coxnipentiaurry 19 14.17 Ric#r To Know Law, 20 14.18 OrHeR Law or LeGal PROCESS, 21 SIGNATURE PAGE. i EXHIBITS. AGREEMENT WITH THE CITY OF PHILADELPHIA AND THE PENNSYLVANIA CONVENTION CENTER AUTHORITY FOR ‘THE:2016 DEMOCRATIC NATIONAL CONVENTION THIS AGREEMENT (his “Agreement”) is entered into as of this___day of February, 2015, by and among the 2016 Democratic National Conveation Committee, Ine, a District of Columbia nonprofit corporation (the “DNCC”) affliated with the Democratic National Committe, a District of Columbia unincorporated association constituting the governing body of the Democratic Party of the United States (the “DNC"); Philadelphia 2016 Host Committe, a Pennsylvania uoujrofit vorporation (the "Host Commitee”); the City ot Phuladelpiua, (ihe “City"};_and the Pennsylvania Convention Center Authority, an ageney and public instrumentality of the Commonwealth of Pennsylvania and a body politic and corporate created pursuant to Pa, CS.A. Title 64, Chapter 60 (“PCA”) (collectively, the “Parties”), WHEREAS, the Host Committee submitted @ proposal to the DNC in response to the Request for Proposals issued by the DNC seeking a host city forthe 2016 Democratic National Convention (the “Convention”) and has invited the DNCC to hold the Convention in the City of Philadelpsia; and WHEREAS, pursuant to the Final Call to the 2016 Democratic National Convention, ‘adopted by the DNC, the DNCC was formed to plan and implement, and is vested with the ‘operational and financial responsibility fr, the Convention; and WHEREAS, by authority of the Charter ofthe Democratic Party ofthe United Stats, the DNC, acting for and on behalf ofthe Democratic Party, has accepted said invitation, subject to the execution and delivery ofthis Agreement; and WHEREAS, the DNCC and the Host Committee have entered into an agreement on of about the ___day of February, 2015 (the “Master Contract”) whereby the Host Committee agreed to provide or cause to be provided certain fecilites, goods, equipment and services, and agreed to certain obligations, all on the terms and conditions set forth in the Master Contact for the 2016 Democratic National Convention; and WHEREAS, itis anticipated thatthe Convention will stract up to fifty thousand (50,000) people or more to the Commonwealth of Pennsylvania and to the Philadelphia area (the “Metropolitan Area”), will stimulate substantial economic development in the Commonwealth of| Pennsylvania and in the Metropolitan Area and their environs and will generate substantial good will and other benefits for the State and the Metropolitan Area and their envitons, including substantial opportunities for firms and for employment opyoxsaities in the Metropolitan Area, and WHEREAS, the City, the Host Committee and DNCC are committed to achieving the ‘maximum economic benefit for the Commonwealth of Pennsylvania and the City of Philadelphia; and WHEREAS, the City, the Host Committee, POCA and the DNCC are committed 10 involve and provide opportunites for as many persons as possible, including minorities, women, persons with disabilities, LGBT persons and veterans in connection with the planning of and provision of goods, equipment and services for the Convention; and WHEREAS, the Host Committee is entering into a separate agreement with Spectrum ‘Arena Limited Partnership (the “Venue Company”), granting the DNCC a license to use certain, facilities in and around the Metropolitan Area for the Convention (the “Venue License Agreement”); NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties agree as follows: 1_THE CONVENT! IN 1.1 Subject tothe tems and conditions of this Agreement, the DNCC agrees to hold the Convention in July 2016 inthe City of Philadelphia and the Metropolitan Area to select the Democratic Party's nominees forthe offices of President and Vice President ofthe United States of America, and to take such otter actions as the DNC may deem appropriate. 1.2 The City and the Host Commitee hereby acknowledge and agree that notwithstanding anything conteined in this Agreement, the Master Contract, Venue License Agreement, or any other agreement related to the Convention to the contrary, all dates, times, and venues (other than the date ofthe Convention) may be modified by the DNCC as reasonably practicable in coordination with the City and the Host Commitee. 2_DEFINITI For the purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Master Contract and Venue Licensing Agreement, and additionally “Agreement” has the meaning set forth inthe Preamble of this Agreement. “City Indemnitees” has the meaning st forth in Section 6.1 “Convention Center Licensed Premises” has the meaning set forth in Section 3.6, “DNC Indemnitees” has the meaning set forth in Section 6.3 “DNC Intellectual Property” has the meaning set forth in Section 5.1 “Host Committee Indemnitees” has the meaning set forth in Section 63. “Master Conraet” has the meaning St forth inthe recitals ofthis Agreement. “Metropolitan Area” hs the meaning st forth inthe recital ofthis Agreement “Parties” has the meaning set forth in the Preamble ofthis Agreement “PCCA Indemnitees” has the meaning set forth in Section 6.2 “Special Event Venues” means and includes, collectively, those licensed premises located within the Metropolitan Area selected by the DNCC to conduet special events, engage in ‘ther activities related t0 the Convention, and hold other related events, from the list of City ‘owned or controlled facilities listed on Exhibit A. “Security Plan” has the meaning set forth in Section 3.10, “Subcontractor” means any subcontractor to a Contractor, at eny tier. 3.__GENERAL OBLIGATIONS OF THE CITY AND HOST COMMITTEE 3.1 City Obligations, The City agrees to fully and timely perform all the obligations of the City set forth in this Agreement and to use its best effort to assist the Host Committee in performing its obligations under this Agreement andthe Master Contact. 3.2 Host Committee Obligations. The Host Committee hereby agrees to fully and timely perform all obligations set forth in this City Agreement to be performed by it and to use its best efforts to assist the City and the PCCA in performing its obligations under this City Agreement 3.3 ROCA Obligations, The PCCA hereby agrees to fully and timely perform all obligations set forth in this City Agreement to be performed by it and to use its best efforts to assist the Host Committee in performing its obligations under this Agreement. 34 City Representative. The City hereby aprees to appoint one person, subject to the approval of the DNCC (the “City Representative”), to serve as the DNCC's and Host ‘Committee's point of contact with respect fo all City matters concerning the Convention, The City agrees that the City Representative shall have the authority to make changes and ‘modifications to this Agreement that do not materially affect the Cty without the need to submit the changes tothe City Councilor Legislative body fo oficial approval 3.5 RCCA Representative. The PCCA hereby agrees to appoint one person, subject to the approval of the DNCC (the “PCA. Representative"), to serve as the DNCC’s end Host ‘Committee's point of contact with respect to all PCCA matters conceming the Convention 36 Convention Center Licensed Premises. The PCCA agrees to provide to the Host Committe, forthe exclusive benefit and use of and at no charge to the DNCC, from May 28, 2016 through August 5, 2016, access to all areas, rooms and spaces of the Pennsylvania Convention Center normally available for lease or license for meetings, conventions and other ‘events, as shown in Exhibit B hereto (“Convention Center Licensed Premises") for all purposes deemed appropriate by the DNCC, including, without limitation, to conduct meetings of the Convention's committees, and other activities and events related to the Convention, subject to the following conditions: 36.1 The Host Committe, at its cost, shall cause the Convention Center Licensed Premises to be constructed and equipped, including, without limitation, providing and ‘maintaining in safe and operable condition furnishings and equipment tothe specifications ofthe DNCC, subject to the limitation on the Host Committee's expenditure obligation set forth in section 33.1 of the Master Contract. Any such construction or changes to Convention Center Licensed Premises caused by the Host Committee shall be in compliance with, without limitation, applicable building standards and law, and any such construction shall be of such ‘ature thatthe Convention Center Licensed Premises can be surrendered inthe same condition as existed prior to the Convention, reasonable wear and tear excepted, unless the City agrees in ‘writing that any such construction or changes shall be left intact, 3.62 The POCA, at its cost, shall supply all electrical and other power, air conditioning, water, toilets, telephone, janitorial services, trash removal and basic security necessary t0 the operation and occupation of a subject facility (the “Essential Services”) forthe Convention Center Licensed Premises tothe reasonable specifications of the DNCC; provided, however, that the Host Committee shall reimburse the costs related to providing services in excess of the Essential Services related to the usage of the Convention Center Licensed Premises, subject tothe limitation of the Host Committee's expenditure obligation set forth in section 3.3.1 ofthe Master Contract. 3.6.3. The PCCA shall provide the Convention Center Licensed Premises free and clear of any third-party’s agreements or rights relating to exclusivties or other interest in such goods. services and premise: except that, the Parties understand and agree that Aramark is, and wil serve as, the exclusive provider of food and beverage service for the Convettion Center Licensed Premises. Notwithstanding the preceding sentence, PCCA hereby grants DNCC Permission to bring outside food and beverage into the staff office space that will be utilized ‘uring the Democratic National Convention in 2016, 5.7 Special Event Venues, Choice of, and once chosen, the use of, and access to, all, Special Event Venues shall at all times remain in the sole discretion and contol of the DNCC. ‘The City shall reserve the right of the DNC to utilize or assign, in its sole disretion, the Utilization ofthe Special Event Venues, during the Convention Period (as defined in the Master Contract, at no expense tothe DNC or Host Committe. 3.8 Use of Private Venues. The City shall cause the Philadelphia Convention and Visitors Bureau ("PHLCVB") to compile @ survey and listing of private venues for possible use by the Host Committee and the DNCC by a date tobe reasonably determined by the DNCC. The PHLCVB, in consultation with the Host Committee and the DNCC, shall use its best effors to approach all private venues in the Metropolitan Area and provide such private venues with a document that legally reserves the right of the Host Commitee or the DNCC to utilize such Private venues during the Convention Period, and for the DNCC to assign outside groups 10 negotiate and utilize them during the Convention Period by such date as reasonably determined by the DNC. 3.9 Permits. (a) The Host Committee agrees to secure fom the City all appropriate authority, including, without limitation, licenses, permits aad similar consents and. grants requited Tor the use ofthe Special Event Venues and Private Venues and the City shall make available such Essential Services for the Special Event Venues as are normally provided to licensees of those Venues. (b) The City hereby agrees to expodite the review and approval process for any and all Permits, variances, licenses or other approvals to the extent necessary to permit the construction, Installation, demolition, removal and restoration activites, and logistical movements, to be undertaken in connection with the Convention to be completed in accordance with the schedules and deadlines specifically set forth in, or otherwise contemplated by, this Agreement, the Venue. License Agreement or any other agreement entered into by the Host Committee or the DNCC With respect to the Convention. The City shall designate an appropriate City official within thirty 30) days of the execution of this Agreement to serve as >rincipal point of contact forthe NCC, Venue Company and the Host Committee with respect to sueh permitting matters, 3.10 Security Plan, During the Convention Period end Post-Convention Period, the City will provide police. fire, security, bomb disposal and emergency and rescue services in and around the Convention Facilities (as defined in the Master Contract) and at all official Convention-telated meetings and activities in the Metropolitan Area as designated in a security plan developed by the City in cooperation with the U.S. Deparment of Homeland Security and its subsidiary agencies and divisions, including, but not limited to, the U.S. Secret Service (USSS"), and in cooperation with other appropriate federal, stale and local law enforcement and emergency services agencies, and in consultation with the DNCC and the Host Commitee (Security Plan"). The City will provide such personnel in sufficient numbers and manner as are ‘needed, as set forth jn the Security Pan, to keep order and provide forthe safety of all persons at the Convention Facilities and attending Convention-elated activities in the Metropolitan Area, ‘The City specifically aprees to increase its usual complement of such personnel or enter into such inter-jurisdictional mutual assistance arrangements as mey be necessary pursuant t0 the Security Plan. Without limiting the generality of the foregeing, the City shall, during the Convention Period provide or cause 10 be provided, to the reasonable specifications of the DNCC and the USSS (@) police escorts for all DNCC personnel delivering credentials to state delegations at their respective hotels; (b)__armed security patrols for each of the Convention Offices from the date each such office is open for operations through and inchiding the last day of the Convention Period; (©) __ armed security patrols for any parking lotor transportation staging area in which DNCC-owned or operated vehicles are stored in bulk, throughout the period of such storage; (@)__seourity tthe Headquarters Hotels and other Convention-related hotels in the Metropotitan Area, during the Convention Period; and (©) special security protection for delegates and other dignitaries 10 be identified in accordance with the Security Plan. 3.11 Equipment. As patt of and as provided in the Security Plan, the provide, or cause to be provided: Wy agrees to (@)___ installation and operation of magnetometers, hind scanners, package scanners/x-ray machines and such other equipment as may be indicated, in accordance with reasonable and customary industry standards, to secure properly all agreed points of entry to the ‘Convention Facilites, and personnel necessary to setup, operate and maintain these systems, sufficient to provide for the orderly and expeditious ingress and egress of all Convention attendees into the Convention Facilities including the Convention Center, durin the Convention Period and during a period of time prior tothe Convention Perio as shall be provided in the Security Plan; (©) _potoidentification/digital access system(s) including supplies (eg. swipe card, fully computerized system) for staff, volunteers, and vistors at the Convention Offices and ‘Venue Licensed Premises in accordance with DNCC requirements, tobe in place and fully ‘operational no less then three (3) days prior tothe date of occupancy and forthe duration of the entie occupancy period; (©) central station monitored security systems fo all Convention Offices and the Venue Licensed Premises, tobe in place and fully operational no less than three (3) days Prior tothe date of occupancy and for the duration of the entire occupancy period; and (@)__anadequate numberof safes, security containers, and storage facilities for DNC equipment in accordance with DNC requirements. 3.12__Fise and EMS. During the Convention Period and at other times as may be set fort inthe Security Plan, the City shall provide firefighting and emergency medical services as reasonably necessary. The City shall also negotiate and enter into a Statement of Cooperation within ninety (90) days of the execution ofthis Agreement with the relevant fire marshals and similar authorities in the Metropolitan Area, subject to DNCC approval, guaranteeing the cooperation of such authorities fora successful Convention and setting forth such other terms for the Parties" interactions with such authorities, 3.13 Public Streets and Walks. During the Convention Period and at other times as ‘ay be set forth in the Security Plan, the Cty shall restrict to exclusive use of the DNCC, and such other persons as the DNCC alone may authorize, such streets and sidewalks as may be designated in the Security Plan for purposes of protecting public safety and facilitating transportation flow. The City shall erect and place such fences and other baricades when and as may be provided inthe Seeurity Plan 3.14 Demonstration Area and Parade Route. To the extent permitted by law, the City shall provide security for an appropriate demonstration area and parade route within appropiate proximity of the Licensed Premises and shall be responsible for scheduling and issuing any required permits forall activity to take place within such demonstration area, in accordance with the Security Flan and the City's Regulations Governing Permits for Demonstrations on City Propery. 3.15 Security Lisison, The City shall designate and provide a high ranking law: enforcement alficer (or officers) to plan and supervise all such security services, to serve a8 liaison to the Host Committee, the DNC, and Venue Company personnel, to cooperate wit the United States Department of Homeland Security (and its subsidiary divisions and agencies, including, but not limited to, the US. Secret Service) and such other federal, state and local law enforcement and emergency services agencies as may be involved in developing and implementing the Security Plan, and to coordinate with such security personnel as the Host Committee, Venue Company or the DNC may provide within and without the Convention Facilites. ‘The City-designated officer (or officers) shall be availabe on a twenty-four (24) hour basis, seven (7) days a week, by cellular telephone, beginning on February 27, 2016, through the conclusion ofthe Convention 5.16 Transportation Lisison and Planning. The City will assign an appropriate City official or corsultant to assist in planning, coordinating and implementing all transporation services and to serve as liaison with DNCC, Host Committee and Venue Company perscnnel ‘commencing en the date of execution of this Agreement. The City shall erate a transporttion planning group, to include the appropriate City department (eg. police, public transit authrity, public works, axieab oversight, to help plan and implement the provision of the transportation services contemplated in this Agreement, to ensure safe and efficient transportation for Convention participants and to help design plans for overall transportation coordination during the Convestior. 3.17 Cooperation and Assistance Agreement. Given that other municipalties, counties, andlr state agencies and entities will Iikely be involved in the delivery and fulfillment of the City’s ebligations under the Agreement, the City shall prepare, in consultation with the Host Committee and the DNCC, a cooperation and assistance agreement, subject to approval of the DNC, to be entered into by the City and sueh other municipalities, counties agencies and ‘other entities necessary to accomplish these obligations (City Cooperation and Assistance Agreement’). The City Cooperation and Assistance Agreement shall confirm that the signatories will cooperate and assist the City as necessary in fulfilling its obligations including but not limited to the expediting of permits set forth in Paragraph 3.9. The City Cooperation and Assistance Agreement shall be executed no later than sixty (60) days after the signing of this ‘Agreement 3.18 Gavel-to-Gavel Coverage. The City shall make its best efforts to broadcast, and live web stream, the Convention proceedings on the city-owned or public access cable station tothe reasonable specifications of the DNCC. 3.19 Limitation of City Obligations. Notwithstanding anything to the conrary contained heren and except as specifically provided in this Agreement, the City shall net be 7 obligated to any party hereto to provide any goods, facilites or services, or to expend any amount for the provision of such goods, fcilities or services. It is contemplated any amounts required to be expended by the City for security under this Section 3 in excess of amounts that ‘would normally and commonly be expended to provide for security of this nature (“Excess Security Costs") will be funded through new grants from the United States Government and/or the Commonwealth of Pernsylvania; and/or thatthe obligations ofthe City under this Section 3 will be met in whole or in part through the provision of services and personnel in-kind by US. Government agencies pursuant to designation of the Convention as a National Special Security, Event. To the extent that any Excess Security Costs are not funded through the means ‘contemplated in this section 3.19, the Host Committe shall be obligated to defray those Excess Security Costs, PERSONS WITH DISABILY ‘The City, PCCA and the Host Committee shall endeavor in good faith te ensure that all of the Convention Center Licensed Premises, Special Event Venues, trarsporiation and communications services and other spaces, strictures, services and faciliies of whatsoever nature 10 be provided or procured by the City, PCCA and the Host Commitee under this ‘Agreement shall meet the applicable requirements of the ADA, and the applicable provisions of Jocal laws, including the applicable building codes and other applicable provisions of the laws of the Commonwealth of Pennsylvania and the City of Philadelphia. In the event that it is determined by an agency or court of competent jurisdiction, prior to or during the Convention Period, that any modification or alteration to any of the Conwvention Center Licensed Premises oF Special Event Venues must be made to meet such requirements, the Host Committee shall be responsible for procuring such modification or alteration at their sole expense. 5 LECTUAL PROPERTY A: MERCHANDI 5.1 _ Its understood and agreed that, as among the DNCC, the City, the PCCA and the Host Committee, and any contractor of each, the DNCC shall exclusively own eny and all (the following, collectively, the “DNCC Intellectual Property"): copyright, trademark and other intellectual propery rights in and to the Convention proceedings, the production of the Convention, all elements of the production of the Convention and of the design of the Venue Licensed Premises, and in and to the official Convention logo and any other designs or logos eveloped by or for the DNCC for use in eonnection with the Convention, including, but not limited 10, all personal information about any individuals, all records of visitors to any Convention related website in all forms, all email addresses, cookies, etc. associated with any visitor to any Convention related website, work product, designs, fils, lists, éocunents, artwork, computer records, websites, code. and other materials in any medium submitted, created, developed, produced and/or obtained by the City or the Host Committe in furtherance of work performed for the DNCC, as well as any underlying concepts or components eenained within ‘those materials. All ofthe proceedings, designs, logos, works and marks referred to or deseribed in the preceding sentence shall become and remain the exclusive property of the DNCC and, to the extent permitted by law, shall be deemed works for hire ereated for the DNCC for purposes of the Copyright Law of 1976 and all copyright and any other rights in and to such writings and 8 ‘materials shall belong to the DNCC. The City and the Host Committee agree to execute and deliver any instrument of conveyance or any other instrument or document necessary to transfer all such rights to the DNCC. The DNCC agrees to negotiate in good faith with the Host ‘Committee an agreemext under which the Host Committee may use a design ot logo referring to the Convention or incoporating elements ofthe official Convention logo, provided that such agreement may restrict the Host Committees rights as may be reasonably necessary to protect the value ofthe intellectual property rights described in the first sentence of this Article . The DNCC agrees to negotiate in good faith with the City an agreement under which the City may use a design or logo referring to the Convention or incorporating elements of the official Convention logo for use in promoting the City and for other governmental purposes. 5.2 The DNCC or its designee(s) shall have the sole and exclusive right to sell or otherwise distribute, toughout the world, any program or ather publications, novelty or Souvenir of or pertaining to the DNCC Intellectual Property, Democratic Paty, the DNC, DNC, or any of ther affiliated organizations, the Convention, the attendees, or any candidate of the Democratic Party, including, but not limited to, within the Venue Licensed Premises, Neither the City, the PCCA nor the Host Committe shall, without the express prior written approval of the DNCC, sell, distribute, or promote any merchandise that would inftinge of violate any exclusive copyright, trademark or other intellectual property right ofthe DNCC (or its exclusive licensee(s), 6,__LIABILITY, INDEMNIFICATION AND INSURANCE, 6.1 Indemnification of the City, The Host Committee agrees to defend, indemnify and hold harmless the City together with its diectors, officers, employees, agents, attomeys, volunteers, consultants and consulting staf (the “City Indemnitees") from and against any and all Losses which may be imposed upon, incurred by or asserted against the City Indemnitees in ny mater arising out of or related to: (@) we of the Convention Facilities by the DNC, the Host Committee or any other person or entity sing the Convention Facilities; (&) performance by the Host Committee or the DNCC of thet respective obligations under this Agreement, te City Agreement, the Venue License Ageement and any other agreements entered into by the Host Committe with Contractors or by tose Contractors with Subcontractors, o° atherwise relating to performance under this Agreement or any other ‘agreements entered inte by the Host Committee or the DNCC; or (©)__ any other acts or omissions of the Host Committee, the DNCC, Venue Company, or their respective officers, managers, employees, agents, Contractors, other contractors, Subcontractors of vendors at any ter. ‘The indemnity in this Szetion 6.1 shall not extend to acts or omissions that are slelythe result oF | _g10ss negligence or wilful misconduct ofthe City Indemnitees. 62 Indemniicaton of the PCCA. The Host Committee agrees to defend, indemnify and hold harmless the 2CCA together with its directors, offices, employees. agents, attomeys, Yolunteers, consultants and consulting staf (the “PCCA Indemritees”) from and against any and all Losses which may be imposed upon, incurred by or asserted against the PCA Indemnitees in. ‘any matter arising out of or related to (®) se of the Convention Center Licensed Premises by the DNCC, the Host Committe or any other person or entity using the Convention Facilities; (b) performance by the Host Committee or the DNCC of their respective obligations under this Agreement, the City Agreement, the Venue License Agreement and any other agreements entered into by the Host Committee with Comtractors, or by those Contractors with Subcontractors, or otherwise relating to performance uncer this Agreement ot any other agreements entered into by the Host Committee or the DNCC; or (©) _ any other acts or omissions of the Host Commitee, the DNC, or their respective officers, managers, employees, agents, Contractors, ether contractors, Subcontractors (or vendors at any tier. The indemnity inthis Section 6.2 shall not extend to acts or omissions that ate solely the result of g10ss negligence or willl misconduct ofthe PCCA, Inderrites, 63. Indemnification by the City. The City agrees to defend, indemnify and hold harmless the DNCC, the Democratic Party, the DNC and their respective aflats (including the DNC Executive Committee, 2016 Convention Technical Advisory Group and associated technical advisors, DNC Services Corporation and Democratic Properties Corporation), together with ther respective directors, officers, employees, agents, attorneys, volunteers, consultants and consulting staff (the "DNC Indemnitees") and the Host Committee and its directors, officers, employees, agents, aforneys, volunteets, consultants and consulting staff (the “Host Commitee Indemnitees), from and against any and all Losses which may be imposed upon, incured by oF asserted against the DNCC Indemnitees and Host Committee Indemmnitees in any matter arising out of or related to: (2) performance by the City Indemnitees of thei respective obligations under this Agreement or any agreements entered into by the City Indemnitees relating to performance under this Agreement; of () any other acts or omissions of the City Irdemnitees contemplated by this ‘Agreement Nothing herein shall be construed as a waiver of those defenses, immunities, and limitations on damages available to the City pursuant to the Pennsylvania Political Subdivision Tort Claims Act, Act of October 5, 1980, P.L. 693, No. 142, (42 PaCS.A. §8541 et, seq) and the indemnification provided herein shall be limited to $500,000.00 per oceurtence as provided in the Pennsylvania Political Subdivision Tort Claims Act, [Notwithstanding the foregoing, the City shall not have any obligetion of indemnification for any claims unless the City has been given prompt and timely written rotice ofthe filing of any such claims and has been able to participate asa partyin any litigation andor settlement of such claims. in its sole discretion, with counsel of its own choosing. Such counsel must be mutually 10 acceptable to the DNCC andthe City and no settlement of any claims against the DNCC shall be centered without the mutual approval ofthe DNCC and the City. 64 Insurance. The Host Committee shall obtain and maintain such policies of insurance as set forth in the Master Contract. The Host Committe shal provide a certificate of ingurance naming the City Indemnitees, PCCA Indermitees and the NCC Indemnitees as additional insureds on all policies of insurance es appropriate, _APPLU LAWS 7.1 Compliance with Laws, and Rules and Regulations. Each of the partes hereto shall comply, and assure that eny agents, Contractor, other contractors, Subcontractors and vendors engaged by them in the performance ofthis Agreement comply, with all applicable laws, statues, ordinances and regulations, including: the ADA; all federal, state and local campaign finance laws; laws relating to fair employment practices; laws pertaining to healt, fire, or public safety; all applicable laws pertaining to the sale, distribution and consumption of liquor; building codes; non-iscrimination laws; commercial sctivity license requirements; and ll other applicable laws. In connection with the performance of the City's provision of services and facilities to the Host Committee, the City shall use its best efforts to comply, to the extent applicable, with provisions of the Federal Election Campaign Act, the Presidential Election Campaign’ Fund Act, and the regulations of the Federal Election ‘Commission promulgated thereunder, including. without limitation, 11 CFR. §§ 9008.8(b)(1) and (2); 9008.52; and 9008.53. in connection with the performance of work under this Agreement, no party hereto shall) discriminate against eny person, or (i) refuse to hire oF promote, or discharge or demote, or discriminate in matters of compensation against any person ctherwise qualified, in ether ease solely because of that person's race, color, ereed, religion, sex, gender identity, age, national ‘origin, military status, physical or mental disability, marital status, sexual orientation or any other legally protected basis. The parties further agree to insert the foregoing provision in all Contracts and subcontracts entered into in furtherance ofthe transactions contemplated by this ‘Agreement, 7.2 City Laws. The partes agree, tothe extent such laws are applicable, to comply with past and present laws including, but not Himited w, Philadelphia Home Rule Charter Provisions, City Ordinances, regulations, and Mayoral Executive Orders except t0 the extent such future laws may alter the Parties’ responsibilities hereunder, including, but not limited to, those set forth in Exhibit C.a copy of whichis attached hereto and made apart hereof. 8 'RESENTATIONS AND WARRANTIES OF THE HOST ITER ‘The Host Committee hereby represents and warrants to each ofthe other parties hereto as flows: 8.1. The Host Committee has full legal right, power and authority to enter into and perform this Agreement ons Ucentssiso 52. ‘The Host Committee has taken all corporate action to authorize and approve the ‘execution, delivery and performance ofthis Agreement on behalf of the Host Commitee. 85, This Agreement has been duly and validly authorized, executed and delivered by the Host Committee and, assuming the due authorization and execution hereof by the other parties hereto, constitutes the legal, valid and binding obligation of the Host Committee enforceable in accordance with its teams, except as such enforceability may be limited by bankruptcy, insolveney and other laws affecting creditors’ rights or remedies and the availability of equitable remedies generally and by principles of public or governmental policy limiting the enforceability of indemnification provisions 84. ‘The execution, delivery, and performance of this Agreement by the Host ‘Committee does not conflict with, or constitute onthe part ofthe Host Committe, a violation of, breach of, or default under any provision ofits Articles of Incorporation andlor bylaws, or any statute, indenture, resolution, mortgage, deed of trust, note agreement or other agreement ot instrument to which the Host Committee is party or by which the Host Committe is bound, oF any order, rule, or regulation of any court or governmental agency or body having jurisdiction over the Fost Commitee or any ofits activities or properties. 85. There is no action, suit, proceeding, inquiry, or investigation, at law or in equity, pending before any court, public board, or body, or, to the Host Committee's knowledge, threatened, against or affecting the Host Committee, wherein an unfavorable decision, ruling oF finding would materially adversely affect the transactions contemplated by, or the validity or enforceability of, this Agreement, 8.6. Neither the Host Committee nor any person in its behalf has paid or agreed to pay ‘any commission, percentage or fee of any kind t0 any person or entity contingent upon oF resulting from entering into or performing this Agreement. REPRESENTATIONS AND WARRANTIES OF THE CITY. ‘The City hereby represents and warrants to each of the other partes hereto as follows: 9.1. The City has full legal right, power and authority to enter ‘Agreement. 0 and perform this 9.2. The City has taken all action to authorize and approve the execution, delivery and performance ofthis Agreement on behalf of he City. 9.3. This Agreement has been duly and validly authorized, executed and delivered by the City and, assuming the due authorization and execution heteof by the other partes hereto, constitutes the legal, valid and binding obligation ofthe City enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolveney and other laws affecting creditors’ rights or remedies and the availabilty of equitable remedies generally and by Principles of public or governmental policy limiting the enforceability of indemnification provisions 04s FOAL 801 9.4. The execution, delivery and performance of this Agreement by the City does not conflict wit, or constitute on the par ofthe City, a violation of, breach of, or default under any- provision of its Charter, or any statute, indenture, resolutior, mortgage, deed of trust, note ‘agreement or other agreement or instrument to which the City is party or by which the City is bound, or any order, rule, or regulation of any court or govemmental agency or body having. jurisdiction over the City or any of its activities or properties. 9.5. There is no action, suit, proceeding, inquiry, or investigation, st law of in equity, pending before any court, public board, or body, of, to the City's knowledge, threatened, against or affecting the City, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, or the veliity or enforceability of, this ‘Agreement 9.6. Neither the City nor any person in its behalf has paid or agreed to pay any commission, percentage or fee of any kind to any person or enity contingent upon or resulting ‘rom entering into or performing this Agreement, sENTATIONS AND WARRANTIES OF PCCA ‘The PCCA hereby represents and warrants to each ofthe other partes hereto as follows: 10.1. The PCCA has full legal right, power and authorty to enter into and perform this ‘Agreement 10.2. The PCA has taken all action to authorize and approve the execution, delivery and performance of this Agreement on behalf ofthe PCCA. 10.3. This Agreement has been duly and validly authorized, executed and delivered by the PCCA and, assuming the due authorization and execution hereof by the other parties hereto, constitutes the lege, valid and binding obligation of the PCCA enforceable in accordance with its terms, except as such enforceability may be limited by bankruptey, insolvency and other laws affecting creditors’ rights or remedies and the availability of equitable remedies generally and by principles of public or governmental policy limiting the enforceability of indemnification provisions 10.4, The execution, delivery and performance of this Agreement by the PCCA does not conflict with, or constitute on the part ofthe PCA, a violation of, breach of, or default under any provision ofits Charter, or any statute indenture, resolution, mortgage, deed of trast, note agreement or other agreement or instrument to which the PCCA is party ot by which the BCCA, is bound, or any order, rule, or regulation of any court or governmental agency ot body having jurisdiction over the PCCA or ay of its activities or properties. 10.5. There is no action, suit, proceeding. inquiry, or irvestigation, at law or in equity, pending before any court, public board, or body, or, to the PCCA’s knowledge, threatened, ‘against or affecting the PCA, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by, or the validity or enforceability of, this Agreement 10.6. Neither the PCCA nor any person in its behalf has yuid or agreed 10 pay any ‘commission, perentage or fee of any kind to any person or enlty contingent upon or resulting from entering into or performing this Agreement. NATIONS AND WARRANTIES OF THE DNCC ‘The DNCC hereby represents and warrants and covenants to each of the other partes hereto as follows: 11.1 The DNCC has full legal right, power and authority to enter into and perform this ‘Agreement 11.2 The DNC has taken all corporate action to authorize and approve the execution, Gelivery and performance of this Agreement on behalf of the DNC. 11.3 This Agreement has been duly and validly authorized, executed and delivered by the DNCC and, assuming the due authorization and execution hereof by the other parties hereto, constitutes the legal, valid and binding obligation of the DNCC enforceable in accordance with its terms, except as such enforceability may be limited by bankruptey, insolvency and other laws affecting creditors’ rights or remedies and the availability of equitable remedies generally and by principles of public or governmental policy limiting the enforceability of indemnification provisions 11.4, Neither the DNCC nor any person in its behalf has paid or agreed to pay any ‘commission, perventage or fee of any kind fo any person or entity contingent upon or resulting from entering into or performing this Agreement 12._TERMINATION ‘The DNCC, the City, PCCA or the Host Committee may terminate this Agreement as to smother party in the event that such other party materially breaches aay meterial term or condition of this Agreement, provided thatthe terminating party has provided written notice of such material breach to each of the other parties to this Agreement andthe breaching party has failed to cure or remedy such breach within thity (30) calendar days after receipt of such notice. In the event of termination, in addition to any remedies set forth in this Agreement, the {erminating party shall have all other remedies available to it under applicable law or in equity, including injunctive relief and specifi performance 2B. RATION AND DISPUTE SETTLEMENT. During the Unlimited Access Period and the Post-Convention Period, any failure to reach agreement, dispute or claim arising out of or relating to this Agreement, any modification or extension hereof or any breach hereof (including the question of whether any particular matter is arbitrable hereunder) as among the Host Commitee, the PCCA and the DNC. (but excluding 4 the City) shall be settled exclusively by arbitration in Philadelphia, Pennsylvania, in accordance with the Commercial Rules of the American Arbitration Association then in force, except as ‘modified by this Agreement. The party requesting arbitration shall serve upon the other party to- the dispute or claim and upon the American Arbitration Association a written demand for arbitration stating the substance ofthe dispute or claim and the contention of the party requesting. arbitration, and the name, address and telephone number of an arbitrator appointed by it. The. Pary receiving such demand and the American Arbitration Association shall each appoint an addtional arbitrator within twelve (12) hours after receipt of such demand for arbitration (the panel of arbitrators shall not previously have been designated). There shall be no pre hearing Giscovery, and the arbitrators shall convene to hear the dispute or claim within twenty four (24) hours after receipt of such demand for arbitration. The hearing shall not be continued or recessed, and each party shall have one (1) hour after commencement ofthe hearing to present ‘oral and documentary evidence. The arbitrators shall announce an award to the parties by telephone or in person within one (1) hour after conclusion ofthe hearing, shall enter an award in ‘writing within twenty-four (24) hours and shall serve notice thereof in writing upon each of the Parties thereto. ‘The parties hereto agree to abide by all awards rendered in such atitration Proceedings, and all such awards and decisions may be filed by the prevailing party with any out of competent jurisdiction as a basis for judgment and the issuance of execution thereon. Such judgment shall not be open to review except to the extent permitted by federal law. The fees ofthe arbitrators(s) attomey fees and related reasonable expenses of arbitration shall be warded to the prevailing party as determined by the arbitrators) Any party may apply to the arbitrators seeking injunetive relief until the arbitration award is rendered othe controversy is otherwise resolved During the Limited Access Period, the forgoing provision shall apply, except the twelve (12) hour deadline shall be extended to five (5) business days, and the twenty-four (38) hour

    You might also like