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AGREEMENT WITH THE CITY OF MILWAUKEE
FOR
THIS AGREEMENT (this “City
Agreement”) is entered into as of March 11, 2019 (the “Effective Date”), by and
among DNC Services Corp., a District of Columbia nonprofit corporation (the “DNC”); The
Good Land Committee, Inc. a Wisconsin non-stock, nonprofit corporation (the
“Host Committee”); and the City of Milwaukee, a
Wisconsin municipal corporation, (the “City”) (collectively, the “Parties” and
each individually, a “Party”);
WHEREAS,
the Host Committee submitted a proposal to the DNC in response to the Request
for Proposals issued by the DNC seeking a host city for the 2020 Democratic
National Convention (the “Convention”) and has invited the DNC to hold the
Convention in the City of Milwaukee; and
WHEREAS, the DNC desires to plan and
implement and is vested with the operational and financial responsibility for
the Convention; and
WHEREAS, by authority of the Charter
of the Democratic Party of the United States, the DNC, acting for and on behalf
of the Democratic Party, has accepted said invitation, subject to the execution
and delivery of this City Agreement; and
WHEREAS, the DNC and the Host
Committee have entered into an agreement as of even date (the “Master
Contract”) whereby the Host Committee agreed to provide or cause to be provided
certain facilities, goods, equipment, and services, and agreed to certain
obligations, all on the terms and conditions set forth in in the Master
Contract for the 2020 Democratic National Convention; and
WHEREAS,
the DNC and the Host Committee are entering into a separate agreement with the Wisconsin Center
District, a local exposition district created and existing pursuant to Chapter
229 of the Wisconsin Statutes, (“WCD”) granting the DNC a license to use certain
facilities in and around the City of Milwaukee for the Convention (the
“Convention Center License Agreement”); and
WHEREAS,
it is anticipated that the Convention will attract up to 50,000 people or more
to the State of Wisconsin and to the Milwaukee metropolitan area (such area,
the “Metropolitan Area”), will stimulate substantial economic development in
the State of Wisconsin 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 environs, including substantial opportunities for firms
and for employment opportunities in the Metropolitan Area; and
WHEREAS, the City, the Host
Committee and DNC are committed to achieving the maximum economic benefit for
the State of Wisconsin and the City of Milwaukee; and
WHEREAS, the City, the Host
Committee and the DNC are committed to involve and provide opportunities for as
many persons as possible, including minorities, women, persons with
disabilities, LGBTQ persons and veterans in connection with the planning of and
provision of goods, equipment and services for the Convention; and
WHEREAS, the DNC and the Host
Committee are entering into a separate agreement with Deer District LLC (the
“Venue Company”) granting the DNC a license to use certain facilities in the
City of Milwaukee 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:
1.1. The Convention. Subject to the terms and conditions of this
City Agreement, the DNC agrees to hold the Convention in July 2020 in the City
of Milwaukee and the Metropolitan Area to select the Democratic Party’s
nominees for the offices of President and Vice President of the United States
of America, and to take such other actions as the DNC may deem
appropriate.
1.2. Dates,
Times, Venues, etc. The City and the
Host Committee hereby acknowledge and agree that notwithstanding anything to
the contrary contained in this City Agreement, the Master Contract, the Venue
License Agreement, the Convention Center License
Agreement, or any other agreement related to the Convention, all dates,
times and venues are subject to modification by the DNC in its sole discretion.
“City
Agreement” has the meaning set forth in the Preamble of this City Agreement.
“City
Cooperation and Assistance Agreements” has the meaning set forth in Section
3.14.
“Confidential
Information” has the meaning set forth in Section 13.16.1.
“Contractor”
means any person or entity with whom any Party enters into a contract or a City
Cooperation and Assistance Agreement for purposes related to the Convention.
“Convention”
has the meaning set forth in the recitals of this City Agreement.
“Convention
Center Licensed Premises” means all areas, rooms and spaces of: (i) the
Wisconsin Center, (ii) UW-Milwaukee Panther Arena, (iii) Miller High Life
Theatre, (iv) the public surface parking lot between Wells Street and Kilbourn
Avenue and (v) all spaces that are licensed to the DNC for the Convention under
the Convention Center License Agreement.
“Convention
Facilities” means and includes, collectively, all of the following: the Venue Licensed Premises;
the Convention Center Licensed Premises; the Convention
Hotels; Headquarters Hotels; the Convention Offices; any facilities or spaces
constructed and provided or secured by the Host Committee for the DNC’s use as
a media workspace; any facilities or spaces secured by the Host Committee for
the DNC’s use as a media operations office; any private event venues secured by
the Host Committee and assigned and/or occupied by the DNC; and any other venue
or premises selected by the DNC, including, but not limited to, for the purpose
of (a) conducting meetings of various committees, (b) engaging in other
business and other activities related to the Convention, (c) holding other
similar events and (d) holding events sponsored by the DNC or the Host
Committee, which events and activities are associated with but do not comprise
the Convention.
“Convention
Hotels” means each hotel in the Metropolitan Area
to be occupied by Convention attendees during the Convention Period.
“Convention
Offices” means and includes, collectively, the facilities and spaces secured by
the Host Committee and assigned and/or occupied by the DNC for use relating to
the Convention, including the DNC headquarters office space, the credentialing
operations office space, the transportation operations office space, the
airport transportation operations office space, the media operations office
space, the National Party headquarters hotel office space, the National Party
meeting space, the auditorium space and the volunteer staging space.
“Convention
Period” means the period beginning 12:01 a.m. Local Time (as defined below) on
Saturday, July 11, 2020, through and including 8:00 a.m. Local Time on Friday,
July 17, 2020.
“Convention
Priority Period” means the period beginning 12:01 a.m. Local Time (as defined
below) on May 24, 2020, through and including 8:00 a.m. Local Time on the day
following the last day on which Convention proceedings take place.
“DNC
Indemnitees” has the meaning set forth in Section 6.2.
“DNC
Intellectual Property” has the meaning set forth in Section 5.1.
“Effective
Date” has the meaning set forth in the Preamble of this City Agreement.
“Headquarter
Hotels” means the hotel or hotels designated by the DNC as its headquarters for
the Convention.
“Host
Committee Indemnitees” has the meaning set forth in Section 6.2.
“Local
Time” means the local time in the Metropolitan Area, which will be Central
Daylight Time during the Convention Period.
“Losses”
means any and all claims, demands, settlements, judgments, liabilities,
obligations, litigation expenses, losses, penalties, damages, charges, costs
and expenses, including fees and disbursements of accountants or attorneys.
“Metropolitan
Area” has the meaning set forth in the recitals of this City Agreement.
“Post-Convention
Period” means the period from 8:01 a.m. Local Time on Friday, July 17, 2020
through and including 11:59 p.m. Local Time on August 8, 2020.
“Subcontractor”
means any subcontractor to a Contractor, at any tier.
“Unlimited
Access Period” means the period from and including 8:00 A.M. Local Time on the
later of (i) May 24, 2020, or (ii) one day after the last 2020 regular season
or playoff home game played by the Milwaukee Bucks in the National Basketball
Association in the Venue Licensed Premises, through and including 8:00 a.m.
Local Time on the day following the last day on which Convention proceedings
take place.
“USS”
has the meaning set forth in Section 3.6.
“Venue
Company” has the meaning set forth in the recitals of this City Agreement.
“Venue
License Agreement” has the meaning set forth in the recitals of this City
Agreement.
“Venue
Licensed Premises” shall mean the Fiserv Forum and all parking lots and other
buildings and areas of any kind as set forth in the Venue License Agreement,
for which Deer District LLC grants to the DNC a license and privilege to use
for the Convention pursuant to Section 1.1 of the Venue License Agreement.
“WCD”
has the meaning set forth in the recitals of this City Agreement.
“Wisconsin
Public Records Law” has the meaning set forth in Section 13.16.2.
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 City Agreement and to use its best efforts within the
applicable bounds of Wisconsin law, the City Charter and its Code of Ordinances
to assist the Host Committee in performing its obligations under this City
Agreement and the Master Contract.
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 in performing its obligations under this City Agreement.
3.3
City Representative. The City hereby agrees to appoint one person,
subject to the approval of the DNC (the “City Representative”), to serve as the
DNC’s and Host Committee’s point of contact with respect to all City
matters. The City agrees that the City
Representative shall have the authority to make changes and modifications to
this City Agreement that do not materially affect the terms of the City
Agreement without the need to submit the changes to the City’s Common Council
or legislative body for official approval.
3.5
Permits.
The Host Committee agrees to apply for and secure from the City all
appropriate authority, including, without limitation, licenses, permits, and
similar consents and grants required for the use of the Convention Center
Licensed Premises, the Venue Licensed Premises and any other Convention
Facilities. The City hereby agrees to
reasonably expedite 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 activities, 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 City Agreement, the Venue License Agreement or any other agreement entered
into by the Host Committee or the DNC with respect to the Convention. The City shall designate an appropriate City
official within thirty (30) days of the Effective Date to serve as principal
point of contact for the DNC, Venue Company and the Host
Committee with respect to such permitting matters.
3.6
Security Plan.
During the Convention Period and Post-Convention Period, the City will
provide police, fire, security, bomb disposal and emergency and rescue services
in and around the Convention Facilities and at all official Convention-related
meetings and activities in the Metropolitan Area as designated in a security
plan developed by the City in cooperation with the U.S. Department 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, state and local law enforcement and emergency services agencies, and
in consultation with the DNC and the Host Committee (“Security Plan”). The City will provide such personnel in
sufficient numbers and manner as are needed, as set forth in the Security Plan,
to keep order and provide for the safety of all persons at the Convention
Facilities and attending Convention-related activities in the Metropolitan
Area. The City specifically agrees to
increase its usual complement of such personnel or enter into such
inter-jurisdictional mutual assistance arrangements pursuant to the Security
Plan. For the avoidance of doubt, the
City’s obligations under Section 3 are not contingent on any specific source of
funding and the City shall provide the goods and services described herein,
except to the limited extent set forth in Section 3.16. Without limiting the generality of the
forgoing, the City shall, during the Convention Period provide, to the
reasonable specifications of the DNC and the USSS:
(a)
police
escorts for all DNC personnel delivering credentials to state delegations and
the media 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 including the last day of the
Convention Period;
(c)
armed
security patrols for any parking lot or transportation staging area in which
DNC-owned or operated vehicles are stored in bulk, throughout the period of
such storage;
(d)
security
at the Headquarters Hotels and other Convention Hotels
in the Metropolitan Area, during the Convention Period;
(e)
special
security protection for delegates and other dignitaries to be identified in
accordance with the Security Plan; and
(f)
ensure
that its security personnel demonstrate appropriate disability etiquette in
conformance with City’s disability etiquette training in performing its
obligations under this City Agreement.
3.7
Equipment. As part of and
as provided in the Security Plan, the City agrees to provide, if required by
the DNC and the Security Plan, to supplement security equipment and personnel
customarily provided by the operators of the Convention Facilities:
(a)
installation
and operation of magnetometers, hand 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 Facilities, including the Convention Center Licensed
Premises, and personnel necessary to set up, operate and maintain these
systems, sufficient to provide for the orderly and expeditious ingress and
egress of all Convention attendees into the Convention Facilities,
during the Convention Period and during a period of time prior to the
Convention Period as shall be provided in the Security Plan;
(b)
photo
identification/digital access system(s) including supplies (i.e. swipe card,
fully computerized system) for staff, volunteers, and visitors at the
Convention Offices, the Venue Licensed Premises and the Convention Center
Licensed Premises in accordance with DNC requirements, to be in place and fully
operational no less than three (3) days prior to the date of occupancy and for
the duration of the entire occupancy period;
(c)
central
station monitored security systems for all Convention Offices and the Venue
Licensed Premises, to be in place and fully operational no less than three (3)
days prior to the date of occupancy and for the duration of the entire
occupancy period. The City shall provide
a private network of IP security cameras in and around all Convention Offices
so that DNC security staff may securely monitor in and around Convention
Offices from any location via an Internet connection; and
(d)
an
adequate number of safes, security containers, and storage facilities for DNC
equipment in accordance with DNC requirements.
3.8
Fire and EMS.
During the Convention Period and at other times as may be set forth in
the Security Plan, the City shall provide firefighting and emergency medical services
as reasonably necessary. The City shall
also negotiate and enter into City Cooperation and Assistance Agreements by the date established in
Section 3.14 with the relevant fire marshals and similar authorities in the
Metropolitan Area, subject to DNC approval, guaranteeing the cooperation of
such authorities for a successful Convention and setting forth such other terms
for the Parties’ interactions with such authorities.
3.9
Public Streets and Walks. During the Convention Period and at other
times as may be set forth in the Security Plan, the City shall restrict to
exclusive use of the DNC, and such
other persons as the DNC 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 barricades when and as may be
provided in the Security Plan.
3.10
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 appropriate proximity of the Venue Licensed Premises and shall be
responsible for scheduling and issuing any required permits for all activity to
take place within such demonstration area, in accordance with the Security
Plan.
3.11
Security Liaison.
The City shall designate and provide a high ranking law enforcement
officer (or officers) to plan and supervise all such security services, to
serve as liaison to the Host Committee, the DNC, and Venue Company personnel,
to cooperate with the United States Department of Homeland Security (and its
subsidiary divisions and agencies, including, but not limited to, the USSS) 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
Facilities. The City‑designated officer
(or officers) shall be available on a twenty-four (24) hour basis, seven (7)
days a week, by cellular telephone, beginning on June 11, 2020 through the
conclusion of the Convention Period.
3.12
Transportation Liaison and Planning. The City will assign an appropriate City
official or consultant to assist in planning, coordinating and implementing all
transportation services and to serve as liaison with DNC, Host Committee, WCD
and Venue Company personnel commencing on the Effective Date. The City shall create a transportation
planning group, to include the appropriate City departments (e.g. police,
public transit authority, public works, taxicab oversight) and Milwaukee County
Transit System, to help plan and implement the provision of the transportation
services contemplated in this City Agreement, to ensure safe and efficient
transportation for Convention participants, and to help design plans for
overall transportation coordination during the Convention Period.
3.13
Transportation Obligations. The City agrees
to cooperate with the DNC, the Host Committee and the Convention’s
transportation providers. Furthermore, the City shall provide unlimited free
rides on the Milwaukee Streetcar for Convention attendees and the public during
the Convention Period.
3.14
City Cooperation and Assistance Agreements. Given that other municipalities, counties,
and/or state agencies and entities will likely be involved in the delivery and
fulfillment of the City’s obligations under the City Agreement, the City shall
prepare, in consultation with the Host Committee and the DNC, cooperation and
assistance agreement(s), subject to approval of the DNC, to be entered into by
the City and such other municipalities, counties, agencies and other entities
necessary to accomplish these obligations (“City Cooperation and Assistance
Agreements”). The City Cooperation and
Assistance Agreements 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 3.5. The City Cooperation and Assistance
Agreements shall be executed as
soon as reasonably practicable after the Effective Date with the understanding
that many of the terms of the City Cooperation and Assistance Agreements will
depend upon the contents of the Security Plan.
3.15
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 to the reasonable specifications of the DNC, including that such
program be closed captioned.
3.16
Limitation of City Obligations. Except as specifically provided in this
Section 3.16, the City shall be obligated to provide any goods, facilities or
services, and to expend any amount for the provision of such goods, facilities
or services, in each case as required by the terms of this City Agreement. Nothing in this Section 3 shall be construed
as a waiver of City’s usual and customary permit or application fees. It is contemplated that any amounts required
to be expended by the City for security (including, but not limited to the cost
of police liability insurance, staffing and the purchase of equipment to meet
the requirements of the Security Plan) under this Section 3 in excess of
amounts that would normally and commonly be expended by the City for general
policing requirements in the City under normal operations (“Excess Security
Cost”) may be funded or reimbursed through grants from the United States
government and that the obligations of the City under this Section 3 may be met
in part through the provision of services and personnel in-kind by United
States government agencies pursuant to designation of the Convention as a
National Special Security Event. Solely
to the extent that any Excess Security Costs are not funded or reimbursed
through the grants and in-kind provision of services and personnel contemplated
in this Section 3.16, the Host Committee shall be
obligated to either directly pay for, or reimburse the City for, those Excess
Security Costs.
The
City and the Host Committee shall endeavor in good faith to ensure that all of
the Convention Facilities, transportation and communications services and other
spaces, structures, services and facilities of whatsoever nature to be provided
or procured by the City and the Host Committee under this City Agreement shall
meet the applicable requirements of the Americans with Disabilities Act of
1990, as amended, (“ADA”)
and the applicable provisions of local laws, including the applicable building
codes and other applicable provisions of the Wisconsin Statutes and Wisconsin
Administrative Code. 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
Convention Facilities must be made to meet such requirements, the Host
Committee shall be responsible for procuring such modification or alteration at
their sole expense.
5.1. It
is understood and agreed that, as among the DNC, the City and the Host
Committee, and any Contractor of each, the DNC shall exclusively own any and
all (the following, collectively, the “DNC Intellectual Property”): copyright, trademark and other intellectual
property 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 developed by or for the DNC for use in connection
with the Convention, including, but not limited to, 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, files, lists,
documents, artwork, computer records, websites, code, and other materials in
any medium submitted, created, developed, produced and/or obtained by the City
or the Host Committee in furtherance of work performed for the DNC, as well as
any underlying concepts or components contained within those materials. All of the proceedings, designs, logos, works
and marks referred to or described in the preceding sentence shall become and
remain the exclusive property of the DNC and, to the extent permitted by law,
shall be deemed works for hire created for the DNC for purposes of the
Copyright Law of 1976 and all copyright and any other rights in and to such
writings and materials shall belong to the DNC.
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 DNC. The
DNC agrees to negotiate in good faith with the Host Committee an agreement
under which the Host Committee may use a design or logo referring to the Convention
or incorporating elements of the official Convention logo, provided that such
agreement may restrict the Host Committee’s rights as may be reasonably
necessary to protect the value of the intellectual property rights described in
the first sentence of this Article 5.
The DNC 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 or the Metropolitan Area and for other governmental purposes. The DNC shall not own nor have the rights to:
any data, records, email addresses, cookies, etc. created by or for, in each
case, specifically and exclusively, any City-owned or –operated website,
computer system, email system, application, server, hosted vendor, cloud-based
data storage, or database (including but limited to police and fire records and
the records of other City security officers or transportation or permitting
officials or employees). Irrespective of the foregoing, all Parties shall
comply with Section 13.18 “Public Records.”
To the extent any portion of this Section 5.1 conflicts with Section
13.18, Section 13.18 shall control.
5.2. The
DNC or its designee(s) shall have the sole and exclusive right to sell or
otherwise distribute, throughout the world, any program or other publications,
novelty or souvenir of or pertaining to the DNC Intellectual Property,
Democratic Party, the DNC, or any of their affiliated organizations, the
Convention, the attendees, or any candidate of the Democratic Party, including,
but not limited to, within the Convention Center
Licensed Premises and the Venue Licensed Premises. Neither the City nor
the Host Committee shall, without the express prior written approval of the
DNC, sell, distribute, or promote any merchandise that would infringe or
violate any exclusive copyright, trademark or other intellectual property right
of the DNC (or its exclusive licensee(s)).
6.1. Indemnification
of the City. The Host Committee
agrees to defend, indemnify and hold harmless the City and their
intergovernmental partners, together with their elected officials, directors,
officers, employees, agents, attorneys, volunteers, Contractors, consultants
and consulting staff (collectively, the “City Indemnitees”), from and against any and all Losses which may be
imposed upon, incurred by or asserted against the City Indemnitees in any
matter arising out of or related to:
(a)
use of the Convention Facilities by
the DNC, the Host Committee or any other person or entity using the Convention
Facilities;
(b)
performance by the Host Committee
or the DNC of their respective obligations under this City Agreement, the
Master Contract, the Venue License Agreement, the Convention Center License
Agreement and any other agreements entered into by the Host Committee with
Contractors, or by those Contractors with Subcontractors, or otherwise relating
to performance under this City Agreement or any other agreements entered into by
the Host Committee or the DNC; or
(c)
any other
acts or omissions of the Host Committee, the DNC, Venue
Company, WCD or their respective officers, managers, employees, agents,
Contractors, other contractors, Subcontractors or vendors at any tier.
The indemnity in this Section 6.1
shall not extend to acts or omissions that are solely the result of negligence or willful misconduct of the City Indemnitees.
6.2. Indemnification
by the City. The City agrees to
indemnify and hold harmless the Democratic Party, the DNC and their respective
affiliates (including the DNC Executive Committee, 2020 Convention Technical
Advisory Group and associated technical advisors, and Democratic Properties
Corporation), together with
their respective directors, officers, employees, agents, attorneys, volunteers,
consultants and consulting staff (collectively, the “DNC Indemnitees”) and the
Host Committee and its directors, officers, employees, agents, attorneys,
volunteers, consultants and consulting staff (collectively, the “Host Committee
Indemnitees), from and against any and all Losses which may be imposed upon,
incurred by or asserted against the DNC Indemnitees and Host Committee
Indemnitees in any matter both (1) arising from or related to this City
Agreement and- (2) caused by the City’s or one of its employees’ or officers’
negligent acts or omissions to the extent the City is liable under applicable
Wisconsin statutory or common law. Nothing in this Section 6.2 shall waive any privilege,
defense or immunity to which the City is entitled pursuant to applicable
Wisconsin statutory or common law.
6.3. Insurance. The Host Committee shall obtain and maintain
such polices of insurance as set forth in Exhibit A, attached hereto and
incorporated herein. The Host Committee shall name the City Indemnitees and the
DNC Indemnitees as additional insureds on all policies of insurance and shall
provide the City and the DNC with certificates of insurance evidencing the same
within 7 days of procuring such policies.
The Host Committee may obtain additional policies or limits of
insurance, as reasonably agreed by the Parties.
Within 60 days of the Effective Date, the Host Committee will obtain the
commercial general liability coverage as required by Exhibit A.
Each of the Parties shall comply,
and assure that any agents, Contractors, other contractors, Subcontractors and
vendors engaged by them in the performance of this City Agreement comply, with
all applicable federal, state and local laws and regulations, including: the
ADA; all campaign finance laws; laws relating to fair employment practices;
laws pertaining to health, fire, or public safety; all applicable laws
pertaining to the sale, distribution and consumption of liquor; and all 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
C.F.R. §§ 9008.8(b)(1) and (2); 9008.52; and 9008.53. In connection with the performance of work
under this City Agreement, no Party shall (i) discriminate against any person,
or (ii) refuse to hire or promote, or discharge or demote, or discriminate in
matters of compensation against any person otherwise qualified, in either case
solely because of that person’s race, color, creed, religion, sex, gender
identity or expression, age, national origin, military status, physical or
mental disability, marital status, sexual orientation, ancestry, lawful source
of income, victimhood or domestic abuse of sexual assault, HIV status, domestic
partnership, homelessness, familial status, or any other legally protected
basis, or an individual affiliation or perceived affiliation with any of these
categories. The Parties further agree to
insert the foregoing provision in all contracts and subcontracts entered into
in furtherance of the transactions contemplated by this City Agreement. Irrespective of the foregoing, the City
agrees that it shall request that all intergovernmental partners comply with
this Section 7, but shall not be liable for the actions or omissions of any
intergovernmental partner, nor shall such acts or omissions of an
intergovernmental partner be considered a breach of this City Agreement.
8.
REPRESENTATIONS AND
WARRANTIES OF THE HOST COMMITTEE
8.1.
The Host Committee has full
legal right, power and authority to enter into and perform this City Agreement
and the Master Contract.
8.2. The
Host Committee has taken all corporate action to authorize and approve the
execution, delivery and performance of this City Agreement and the Master
Contract on behalf of the Host Committee.
8.3.
This City Agreement and the
Master Contract have been duly and validly authorized, executed and delivered
by the Host Committee and, assuming the due authorization and execution hereof
by the other Parties, constitutes the legal, valid and binding obligation of
the Host Committee enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, 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.
8.4. The
execution, delivery, and performance of this City Agreement and the Master
Contract by the Host Committee does not conflict with, or constitute on the
part of the Host Committee, a violation of, breach of, or default under any provision
of its Articles of Incorporation and/or bylaws, or any statute, indenture,
resolution, mortgage, deed of trust, note agreement or other agreement or
instrument to which the Host Committee is party or by which the Host Committee
is bound, or any order, rule, or regulation of any court or governmental agency
or body having jurisdiction over the Host Committee or any of its activities or
properties.
8.5. 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 or finding would materially adversely affect the
transactions contemplated by, or the validity or enforceability of, this City
Agreement and the Master Contract.
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 to any person or entity contingent
upon or resulting from entering into or performing this City Agreement or the
Master Contract.
9.1.
The City has full legal right,
power and authority to enter into and perform this City Agreement.
9.3.
This City Agreement has been
duly and validly authorized, executed and delivered by the City and, assuming
the due authorization and execution hereof by the other Parties, constitutes
the legal, valid and binding obligation of the City enforceable in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
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.
9.4. The
execution, delivery, and performance of this City Agreement by the City does
not conflict with, or constitute on the part of the City, a violation of, breach
of, or default under any provision of its Charter, or any statute, indenture,
resolution, 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 governmental 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, at law or in equity,
pending before any court, public board, or body, or, 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 validity or enforceability of, this City 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 entity contingent upon or
resulting from entering into or performing this City Agreement. No officer, employee, or agent of the City
who exercises any functions or responsibilities in connection with the carrying
out of any services or requirements to which this City Agreement pertains,
shall have any personal interest, direct or indirect, in this City Agreement. No member of the governing body of the City
and no other public official the City who exercises any functions or
responsibilities in the review or approval of the carrying out of this City
Agreement shall have any personal interest, direct or indirect, in this City
Agreement.
(a) The DNC has full legal right, power and
authority to enter into and perform this City Agreement and the Master
Contract.
(b) The DNC has taken all corporate action
to authorize and approve the execution, delivery and performance of this City
Agreement and the Master Contract on behalf of the DNC.
(c) This City Agreement and the Master
Contract have been duly and validly authorized, executed and delivered by the
DNC and, assuming the due authorization and execution hereof by the other
Parties, constitutes the legal, valid and binding obligation of the DNC
enforceable in accordance with its terms, except as such enforceability may be
limited by bankruptcy, 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.
(d) Neither the DNC nor any person in its
behalf has paid or agreed to pay any commission, percentage or fee of any kind
to any person or entity contingent upon or resulting from entering into or
performing this City Agreement or the Master Contract.
10.2 DNC warrants that, as of the Effective
Date, it is not and will not negotiate with any other municipality, state or
other entity to host the Convention, except and unless there is a catastrophic
natural disaster or some force majeure event in or affecting the City or the
Metropolitan Area, or other extraordinary and unforeseen political emergency as
reasonably determined by the DNC, that makes it impossible or substantially
impractical for the City and Host Committee to host the Convention.
The DNC, the City or the Host
Committee may terminate this City Agreement as to another Party in the event
that such other Party materially breaches any material term or condition of
this City Agreement, provided that the terminating Party has provided written
notice of such material breach to each of the other Parties and the breaching
Party has failed to cure or remedy such breach within thirty (30) calendar days
after receipt of such notice. In the
event of termination, in addition to any remedies set forth in this City
Agreement, the terminating Party shall have all other remedies available to it
under applicable law or in equity, including injunctive relief and specific
performance.
During
the Convention Priority Period, any failure to reach agreement, dispute or
claim arising out of or relating to this City Agreement, any modification or
extension hereof or any breach hereof (including the question of whether any
particular matter is arbitrable hereunder), as among the Parties shall be
settled exclusively by arbitration in Milwaukee, Wisconsin, in accordance with
the Commercial Rules of the American Arbitration Association then in force,
except as modified by this City Agreement.
The Party requesting arbitration shall serve upon the other Party/ies to
the dispute or claim and upon the American Arbitration Association a written
demand for arbitration stating the substance of the 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 Party receiving such demand and the
American Arbitration Association shall each appoint an additional arbitrator
within twelve (12) hours after receipt of such demand for arbitration (if the
panel of arbitrators shall not previously have been designated). There shall be no pre-hearing discovery, 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 of the
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 of
the 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 agree to abide by all awards
rendered in such arbitration proceedings, and all such awards and decisions may
be filed by the prevailing Party with any court 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 of the arbitrators(s), attorney fees and related reasonable
expenses of arbitration shall be awarded to the prevailing Party as determined
by the arbitrator(s). 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 (24) hour deadline shall be extended to at least five (5) business
days and no more than ten (10) business days.
Any
Party may apply to the arbitrators seeking injunctive relief until the
arbitration award is rendered or the controversy is otherwise resolved.
Irrespective
of any other portion of this Section 12, unless the City agrees to resolve a
dispute pursuant to this Section 12, the City shall be subject to the
provisions of this Section 12 only from January 1, 2020 through the end of the
Convention Priority Period.
Solely
by unanimous prior written consent, the Parties may elect to waive the
mandatory arbitration provisions of Section 12 as to any specific action or
claim and instead consent to the jurisdiction and venue of the district and
federal courts located in Milwaukee County, State of Wisconsin. The Parties hereby waive the mandatory
arbitration provisions of this Section 12 for actions or claims related to the
Wisconsin Public Records Law.
13. MISCELLANEOUS PROVISIONS
13.1. Further
Assurances. Each of the Parties
agrees to take or cause to be taken such further actions, to execute, deliver
and file or cause to be executed, delivered and file such further documents,
and to use best efforts to obtain such consents, as may
be necessary or as may be reasonably requested in order to fully effectuate the
purposes, terms and conditions of this City Agreement. Such actions shall include fully and
effectively settling or resisting and defending against any action by any third
party which would interfere with the full and timely performance of this City
Agreement by any Party.
13.2. Relationship
of the Parties. Nothing in this City
Agreement shall be construed to constitute any Party to be a partner, joint
venturer, employee or agent of any other Party, nor shall any Party have
authority to bind the other in any respect, it being intended that each Party
shall remain an independent contractor, and except as otherwise provided
herein, solely responsible for its own actions.
The DNC and its affiliated organizations shall not be liable under any
contracts or obligations of the Host Committee apart from this City Agreement,
or for any acts or omissions of the Host Committee or its officers, directors,
members, employees, agents, Contractors, Subcontractors or vendors at any
time. The Host Committee shall not be
liable under any contracts or obligations of the DNC apart from this City Agreement, the Master
Contract, the Venue License Agreement and the Convention
Center License Agreement, or for any acts or omissions of DNC or
its officers, directors, employees or agents at any time, except as otherwise
specifically provided herein or
therein.
13.3. Notices. Any notice required or desired to be served,
given or delivered hereunder shall be in writing, and shall be deemed to have
been validly served, given or delivered (a) five (5) days after deposit in the
United States mails by registered or certified mail, postage prepaid, return
receipt requested, (b) when sent after receipt of confirmation or answerback if
sent by telecopy, or other similar facsimile transmission, (c) one (1) day
after deposited with a reputable overnight courier with all charges prepaid, or
(d) when delivered, if hand-delivered by messenger, all of which shall be
properly addressed to the Party to be notified and sent to the address or
number indicated as follows:
Office of the Mayor
200 E. Wells Street, Room 201
Milwaukee, WI 53202
200 E. Wells Street, 8th
Floor
Telephone: 414-286-2637
Email: mschan@milwaukee.gov
Attention: Alex Lasry
1543 North 2nd
Street, 6th Floor
Milwaukee, WI
53212
Email: ALasry@bucks.com
With a copy (which shall not constitute notice) to:
Joseph E.
Sandler
Sandler Reiff
Lamb Rosenstein & Birkenstock
Telephone: (202) 479-111
Fax No.: (202) 479-1115
Email: sandler@sandlerreiff.com
If
to DNC:
Perkins Coie LLP
700 Thirteenth
Street, N.W.
Suite 600
Washington, DC
20005-3960
Phone:
202-434-1638
Fax:
202-434-1690
E-mail: GWilson@perkinscoie.com
13.4. Severability. If any one (1) or more of the covenants,
agreements, provisions or terms of this City Agreement, or any other agreement,
document or writing given pursuant to or in connection with this City
Agreement, is held invalid for any reason whatsoever, then the covenants,
agreements, provisions or terms will be deemed severable from the remaining
covenants, agreements, provisions or terms of this City Agreement and will in
no way affect the validity or enforceability of the other provisions of this
City Agreement.
13.5. Survival. All obligations, representations, warranties
and indemnities made in this City Agreement which by their nature continue
beyond the termination of this Agreement, including, without limitation,
Sections 5, 6.1, 6.2, 8, 9, 12, and 13, shall survive the termination of this
City Agreement and any investigation, audit or inspection made by any other
Party.
13.6. Waiver. Neither the waiver by any Party of a breach
of or default under any of the provisions of this City Agreement, nor the
failure of any Party to enforce any of the provisions of this City Agreement or
to exercise any right or privilege hereunder shall thereafter be construed as a
waiver of any subsequent breach or default of a similar nature or as a waiver
of any other provisions, rights or privileges hereunder. No failure or delay on the part of any Party
in exercising any right, power or privilege hereunder shall operate as a waiver
thereof.
13.7. Assignment
and Binding Effect. This City
Agreement shall be binding upon and shall inure to the benefit of the Parties
and their respective successors and assigns, provided that this City Agreement
shall not be assignable by any Party without the prior written consent of the
other Parties except, in the case of assignment by the DNC to another
organization affiliated with the Democratic Party.
13.8. Amendment. No amendment, modification or discharge of
this City Agreement, and no waiver hereunder, shall be valid or binding unless
set forth in writing and duly executed by the Party against whom enforcement
thereof is sought.
13.9 Entire
Agreement. This City Agreement (including
the Exhibits hereto) constitute the entire agreement among the Parties with
respect to the subject matter hereof, and supersede all prior oral or written
agreements, commitments, understandings or proposals with respect to the
matters provided for herein.
13.10. Headings. Paragraph
headings contained in this City Agreement are inserted for convenient reference
only, shall not be deemed to be a part of this City Agreement for any purpose,
and shall not in any way define or affect the meaning, construction or scope of
any of the provisions hereof.
13.11. Certain Interpretations. In this City Agreement: (i) the words “herein” and “hereunder” and
similar words refer to this City Agreement as a whole (and not only to the
particular sentence, clause, paragraph or exhibit where they appear); (ii)
terms used in the plural include the singular, and vice versa, unless the
context otherwise requires; (iii) the words “including,” “included,” “include”
and variations thereof are deemed to be followed by the words “without
limitation” or “but not limited to” (regardless of whether some uses of those
words contain such following words); (iv) “or” is used in the sense of “and/or”
and “any” is used in the sense of “any or all”; (v) with respect to all
dates and time periods in or referred to in this City Agreement, time is of the
essence; (vi) “affiliate” or “affiliated” means, with respect to any particular
person or entity, any other person or entity directly, or indirectly through
one or more intermediaries, controlling, controlled by or under common control
with such person or entity, whether by ownership or control of voting
securities, by contract or otherwise; and (vii) nothing in this City Agreement
creates any leasehold estate or any right of or status as a tenant.
13.12. Governing Law. This
City Agreement, the rights and obligations of the Parties, and any disputes or
claims relating thereto, shall be governed by and construed in accordance with
the laws of the State of Wisconsin. This
City Agreement will be interpreted without reference to any law, rule or custom
construing this City Agreement against the Party which drafted this City
Agreement. Venue for any action arising
out of or in any way related to this City Agreement shall be exclusively in the
City of Milwaukee for matters arising under state law and in federal district
court in the Eastern District of Wisconsin for matters arising under federal
jurisdiction.
13.13. Time is of the Essence. All times, wherever stated in this City
Agreement, shall be of the essence of this City Agreement.
13.15 Counterparts. This
City Agreement may be executed in any number of counterparts, and all of these
counterparts together shall constitute one and the same City Agreement. Signed signature pages may be transmitted by
facsimile or email, and any such signature shall have the same legal effect as
an original.
13.16 Confidentiality.
13.16.1 City agrees that City is not,
directly or indirectly, at any time during the term of this City Agreement, and
without regard to when or for what reason this City Agreement expires or
terminates, authorized to communicate with any member of the press, including
without limitation representatives of both print and digital media, regarding
any aspect of this City Agreement, the DNC, the Host Committee, or any
Confidential Information (as defined below), in each case without the express
prior written approval of the DNC. City
shall refer promptly all queries from the press, in whatever form or
circumstances they are made, to the DNC.
City may not, directly or indirectly, at any time during the term of
this City Agreement or thereafter, and without regard to when or for what
reason this City Agreement expires or terminates, divulge, furnish, make
accessible, or permit the disclosure to anyone (other than the DNC or other
persons employed or designated by the DNC) any Confidential Information. “Confidential Information” means any
knowledge or information of any type whatsoever acquired by City in the course
of performing its obligations under this City Agreement during the period
beginning on the first day of City’s relationship with the DNC (whether prior
to or as of the Effective Date) through the effective date of expiration or
termination of this City Agreement, either directly or indirectly, in writing,
orally or by inspection of tangible or intangible objects, including, but not
limited to, knowledge or information relating to the plans, needs, strategies,
political affairs, finances, business, operations or activities of the DNC
Indemnitees, business and activities relating to this City Agreement, all
originals, recorded and unrecorded copies of Confidential Information
(including information derived therefrom and portions thereof), all written or
audio materials obtained, generated, produced or otherwise acquired during the
course of providing the services or goods or performing any other obligations
under this City Agreement, notes, documents, charts, lists, data, models,
analytics, polling results, research, analyses, digital assets, computer files,
electronic mail messages, phone logs or other memoranda (whether handwritten,
typed or otherwise created), data and other proprietary information related to
the this City Agreement, the DNC Indemnitees, or the Host Committee. Information shall be deemed to be
Confidential Information even if no legal protection has been obtained or
sought for such information under applicable laws and whether or not City has
been notified that such information is Confidential Information. City agrees that the terms and conditions of
this City Agreement and the performance by City hereunder shall be treated by
City in the strictest confidence and shall not be disclosed to any third party
other than persons authorized by the DNC to receive such information. City shall be permitted to disclose
Confidential Information solely to those employees, intergovernmental partners
and their respective staff(s), permitted Contractors and Subcontractors,
counsel, and other professional advisors of City (if any) on a “need-to-know”
basis and only to the extent necessary for City to meet City's obligations
under this City Agreement; provided, however, that all such persons shall, to
the extent permitted by law, be subject to nondisclosure and confidentiality
obligations to City substantially similar to the obligations of City set forth
in this Section 13.16
13.16.2 Irrespective of the foregoing and
pursuant to Section 13.18 of this City Agreement, the City may disclose information,
including Confidential Information, as strictly needed to fulfill its
obligations under this City Agreement, including the negotiation and execution
of this City Agreement, necessary City Cooperation and Assistance Agreements
and in compliance with Wisconsin’s Public Records Law (§§19.21-19.39,
Wis. Stats.) and Wisconsin’s Open Meetings Law (§§19.81-19.98,
Wis. Stats.). While City will make its best efforts to encourage all third
party recipients of such information, including Confidential Information, to
keep such information confidential in compliance with Section 13.16.1, City
shall not be liable for the actions or omissions of any third party, nor shall
such acts or omissions of a third party be considered a breach of this City
Agreement. For sake of clarity, all
Parties acknowledge that all agreements entered into by the City in fulfillment
of this City Agreement, and including this City Agreement, may be considered in
open session by the City of Milwaukee Common Council and appropriate committees
thereof.
13.17 Exclusivity. The
City agrees that it will not host any other political party convention in the
year 2020 and will end all negotiations that may be in progress with any other
national political party upon the execution of this City Agreement.
13.18 Public Records.
Irrespective of any other term of this City Agreement, all Parties
understand that the City is bound by the Wisconsin Public Records Law, and as
such, the obligations of the City under this City Agreement are subject to and
conditioned on the provisions of the Wisconsin Public Records Law. All Parties shall make reasonable efforts to
assist the City in its obligation to retain and produce records that are
subject to the Wisconsin Public Records Law pursuant to Wis. Stat. sec.
19.36(3). Should the City receive a request for records that the DNC has
designated as Confidential Information, the City shall timely notify the DNC of
such a request. Thereafter, City will
use reasonable efforts to consult with the DNC regarding the response to such
request prior to disclosing any such information and, to the extent reasonably
practicable, will give the DNC the opportunity to identify such information
that the DNC believes to fall into one of the exceptions to disclosure. Should City determine that disclosure of such
record is proper, City shall, prior to disclosure and as reasonably
practicable, provide the DNC with the opportunity to take such legal action
preventing disclosure as DNC desires, at DNC’s sole cost, and the City shall reasonably
participate in such action.
Notwithstanding the foregoing, the City shall not be liable to any Party
for the disclosure of any record that City believes it must disclose pursuant
to the Wisconsin Public Records Law.
IN
WITNESS WHEREOF, the Parties have caused this City Agreement to be duly
executed on their behalf as of the date of this City Agreement.
CITY OF
MILWAUKEE
By:
_____________________________________________
Tom
Barrett, Mayor
By:
______________________________________________
James
R. Owczarski, City Clerk
Countersigned:
By:
______________________________________________
Martin
Matson, Comptroller
Approved as to
Form and Execution:
By:______________________________________________
Mary
L. Schanning, Deputy City Attorney
THE GOOD LAND
COMMITTEE, INC.
By:
___________________________________
Alex
Lasry, President
By:
___________________________________
Paul
Vornholt, Treasurer
DNC SERVICES
CORP.
Tom
Perez, Chair and President
1077-2018-1850:254754v8
1. The Host Committee shall obtain and
maintain property insurance which will include coverage as follows:
(a) Commercial
general liability insurance with a combined single limit for bodily injury,
personal injury and property damage in the amount of at least ten million
dollars ($10,000,000) per occurrence.
The commercial general liability insurance policy shall cover all risks
usually covered by such policies, including but not limited to the following:
(i) death; (ii) personal injury liability, including assault and battery, false
arrest, false detention or imprisonment, emotional distress (if such cover is
reasonably available), malicious prosecution, libel, slander, infringement of
intellectual property rights, defamation or violation of rights of privacy,
wrongful entry and eviction or other invasion of rights or private occupancy;
(iii) incidental medical malpractice liability; (iv) independent contractors;
(v) products and completed operations liability; (vi) premises medical payments
liability; and (vii) host liquor liability; provided that, such policy may
provide for appropriate exclusions for acts of terrorism and other exclusions
related to terrorism as mutually agreed between the Host Committee and DNC.
(b) Real and personal property insurance with replacement cost
coverage written on a standard all-risk basis with limits sufficient to cover
the full value of all property listed or described in any schedule provided by
the Host Committee or the DNC, written on a per occurrence basis, for any
damage to real or personal property, fixtures, appliances and furnishings owned
by the Host Committee or the DNC or for which such party has an insurable
interest, and to be used in connection with the Convention, including coverage
for the following: (i) papers and records insurance covering the loss of or
damage to papers, pamphlets, records, and magnetic and electronic storage
media; and (ii) office contents insurance covering both rental and owned office
equipment. The policy should cover CAT perils, Terrorism
and Business Interruption. In no case shall the per occurrence limit be less
than three million dollars ($3,000,000) without the express written approval of
the DNC.
(c) Commercial automobile liability insurance covering owned,
non-owned and hired automobiles, with per occurrence coverage of not less than
five million dollars ($5,000,000) in a Combined Single Limit for bodily injury
and property damage expressly applicable to all motor vehicles.
(d) Money and securities insurance covering all cash, checks,
financial instruments and other negotiable instruments in or on the Convention
Facilities against all loss, including burglary, robbery, and social
engineering with per occurrence limits of not less than two hundred fifty thousand
dollars ($250,000) for each loss.
Coverage should be provided for Client Property.
(e) Accident
Medical Coverage, including accidental death and dismemberment covering all
attendees in an amount no less than two hundred fifty thousand dollars
($250,000) per occurrence.
(f) Directors and Officers liability insurance expressly covering
all directors and officers of the Host Committee and the DNC Indemnitees
written on a claims-made basis, if available, in the amount of one million
dollars ($1,000,000) per occurrence.
(g) Worker’s compensation insurance for all volunteers of the
Host Committee and DNC working on Convention-related services, with statutory limits.
(h) Employment Practices Liability
coverage with a limit of no less than five million dollars ($5,000,000) with
coverage for volunteers and with the DNC named as an additional or co-insured.
(i) Police
Liability Insurance expressly covering violations of civil rights under any
federal, state or local law and failure to provide first aid, written on an
occurrence basis and in the amount of ten million ($10,000,000) per
occurrence. The Police Liability
Insurance will not have an intentional acts exclusion and will name to the DNC
as an additional insured.
(j)
Riot or Civil Commotion Insurance may be needed depending on the scope
of coverage under the Police Liability Insurance. After reviewing the proposed coverage for
Police Liability Insurance, the DNC, at its sole discretion, may require a Riot
or Civil Commotion Insurance Policy written on an occurrence basis and in the
amount of ten million ($10,000,000) per occurrence.
(k) Cyber/Technology E&O coverage
with a limit of no less than ten million dollars ($10,000,000).
Technology
Errors & Omissions insurance, including cover for liabilities arising from
errors,
omissions, or negligent acts in rendering or failing to render computer or
information
technology services and technology products. Coverage for violation of
software
copyright should be included. Technology services should cover liabilities,
punitive
damages, and claim expenses arising from acts, errors and omissions, in
rendering
or failing to render all services and in the provision of all products in the
performance
of the Agreement, including the failure of products to perform the intended
function
or serve the intended purpose. Services insured, at a minimum, include (1)
systems
analysis (2) systems programming (3) data processing (4) systems
integration
(5) outsourcing including outsourcing development and design (6) systems
design,
consulting, development and modification (7) training services relating to
computer
software or hardware (8) management, repair and maintenance of computer
products,
networks and systems (9) marketing, selling, servicing, distributing,
installing
and
maintaining computer hardware or software (10) data entry, modification,
verification,
maintenance, storage, retrieval or preparation of data output, and any
other
services provided by the vendor.
Network
Security/Privacy coverage should also be purchased with the following terms:
This
policy shall include coverage for loss, disclosure and theft of data in any
form;
media
and content rights infringement and liability, including but not limited to,
software
copyright
infringement; network security failure, including but not limited to, denial of
service
attacks and transmission of malicious code. Coverage shall include data
breach
regulatory fines and penalties, the cost of notifying individuals of a security
or
data
breach, the cost of credit monitoring services and any other causally-related
crisis
management
expense for up to one (1) year. Coverage shall contain severability for
the
insured organization for any intentional act exclusions. If this coverage is
provided
on
a claims-made basis, then it must be maintained for a period of two (2) years
after
acceptance
of the deliverables and/or services provided in connection with this
Agreement.
Additionally,
such policy shall cover consequential or vicarious liabilities (e.g., claims
brought
against the DNC or its Affiliated Companies and their respective directors,
officers,
and employees due to the wrongful acts and failures committed by you) and
direct
losses (e.g., claims made by the DNC and its Affiliated Companies and their
respective
directors, officers, and employees against you for financial loss due to your
wrongful
acts or failures). This policy shall have the “Insured v. Insured” exclusion
amended
to allow an “Additional Insured” to bring a claim against the Named Insured
(i) Event
Cancellation coverage, including Postponement, Abandonment, Reschedule and
Relocation, with a limit sufficient enough to address all net incurred expenses by the DNC
arising from or relating to contingencies described in Section 1.
2. To
the extent applicable (and not otherwise covered by such policies) and not
substantially affecting the cost of the applicable premium, the policies should
include business interruption insurance endorsements. Host Committee shall add “The Democratic
National Committee Services Corporation and its affiliates, subsidiaries, and
its officers, directors, partners and employees” as additional insureds under
the commercial general liability, business automobile and umbrella/excess
policies. The commercial general
liability and umbrella/excess liability policies must be primary and
non-contributory and the general liability and automobile liability must
include a waiver of subrogation in favor of the DNC its affiliates and
subsidiaries and its officers, directors, partners and employees. The Host Committee shall not cancel any
required coverage without giving the DNC sixty (60) days prior written
notice. The Host Committee shall place
all policies with an insurance company with an A.M. Best rating of A- VIII or
better. The Host Committee shall provide
DNC a certificate of insurance that evidences the coverages required herein and
discloses any applicable self-insured retentions prior to the Effective Date of
the Agreement.
3. Host Committee shall require that all
Contractors provide a certificate of insurance naming both the Host Committee
and the “Democratic National Committee Services Corporation and its affiliates
and subsidiaries, and its officers, directors, partners and employees,” as
additional insureds, evidencing the following coverage with respect to all
contemplated operations of such Contractor and any Subcontractors of that
Contractor (provided, that the DNC, in its sole discretion, may modify, waive,
or allow the allocation among several Contractors, specific coverages, or
require additional specific coverages, for particular Contractors and
Subcontractors depending on the circumstances (e.g. consistent with industry
standards)):
(a) Commercial
general liability insurance, primary and umbrella, with a minimum combined
single limit for bodily injury and property damage in the amount of ten million
dollars ($10,000,000) per occurrence. Coverage must include: (i) owners and
independent contractors protective liability; (ii) premises operations
liability; (iii) products and completed operations liability; (iv)
premises medical payments liability; (v) personal injury liability; (v)
incidental medical malpractice liability and (vi) contractual liability.
(b) If
any such Contractor is to undertake any construction, including improvements or
betterments, all-risk blanket builder’s floater policy (builder’s risk policy)
with a limit approved by the DNC but of no less than five million dollars
($5,000,000) per occurrence on all risk completed value form, and, if
applicable, to cover materials, soft costs, equipment and fixtures at 100% of
replacement value.
(c) Worker’s
Compensation and Disability Coverage maintained with respect to employees of
Contractors and their Subcontractors equal to or greater than the limits
required under applicable state law.
(d) Commercial
automobile liability insurance covering owned, non-owned and hired automobiles,
with a per occurrence coverage of not less than a five million dollars
($5,000,000) Combined Single Limit for bodily injury and property damage.
(e) For
any Contractor providing architectural, engineering, medical, legal or other
services of a professional nature, professional errors and omissions coverage
with per occurrence coverage of not less than ten million dollars
($10,000,000).
(f) Umbrella
or excess liability insurance with a one million dollar ($5,000,000) combined
single limit for bodily injury and property damage following the form of the
underlying primary commercial general liability, auto liability, and employer’s
liability policies.
General liability
and umbrella/excess liability insurance must be primary and non-contributory
and the general liability, automobile liability, workers’ compensation, and
umbrella/excess liability must include a waiver of subrogation in favor of The
DNC its affiliates and subsidiaries, and its officers, partners, and employees.
The Subcontractors shall not cancel any required coverage without giving the
Host Committee & the DNC thirty (30) days prior written notice.
Subcontractors shall place all policies with an
insurance company with an A.M. Best rating of A- VIII or better.
Subcontractors shall provide Host Committee and DNC a certificate of insurance
that evidences the coverages required herein and discloses any applicable
self-insured retentions prior to the Effective Date of the Agreement.
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