Agreement with GFI Entertainment, LLC Page 1
Rev. 07-01-18
EBIX Insurance No. S200003052
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
GFI ENTERTAINMENT, LLC
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and GFI Entertainment, LLC, a California limited liability company, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions Agreement with GFI Entertainment, LLC Page 2
Rev. 07-01-18
of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on March 8, 2023 and terminate on March 31, 2028.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.
5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Four Hundred Fifty-Five Thousand Five Hundred Eight Dollars and Forty-Six Cents ($455,508.46), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.
Agreement with GFI Entertainment, LLC Page 3
Rev. 07-01-18
7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.
B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.
Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, Agreement with GFI Entertainment, LLC Page 4
Rev. 07-01-18
be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or Agreement with GFI Entertainment, LLC Page 5
Rev. 07-01-18
persons contracting with Contractor to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
B. Contractor’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor’s responsibilities under the Act.
15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.
16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Parks & Recreation Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Contractor addressed as follows:
Agreement with GFI Entertainment, LLC Page 6
Rev. 07-01-18
GFI Entertainment, LLC
Attention: Jimmy Goings
P.O. Box 118
Redwood City, CA 94064
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).
19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
Agreement with GFI Entertainment, LLC Page 7
Rev. 07-01-18
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.
Note: Signature block on next page
Agreement with GFI Entertainment, LLC Page 8
Rev. 07-01-18
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:
Office of the City Attorney
City of Santa Clara
Office of the City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
GFI ENTERTAINMENT, LLC
a California limited liability Company
Dated:
By (Signature):
Name: James (“Jimmy”) Goings
Title: Owner/Manager
Principal Place of
Business Address:
1201 San Luis Obispo Avenue
Hayward, CA 94544
Email Address: [email protected]
Telephone: (510) 400-9019
Fax: N/A
“CONTRACTOR”
Agreement with GFI Entertainment, LLC/Exhibit A-Scope of Services Page 1 Rev. 07-01-18
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are set forth below.
1. GENERAL
1.1. Contractor will provide special event concert production and stage management services including all labor, equipment, materials, supervision, etc. Services will include, but not limited to, sound and lighting production, planning, and talent search services, concert production, and stage management, as further described herein.
1.2. The annual events are as follows:
1.2.1. 4th of July
1.2.2. Summer Concert series (5 shows)
1.2.3. Street Dance
1.2.4. Two-day Art & Wine Festival
1.3. Contractor shall be available for as-needed special concert event services.
2. EVENT WORK PLAN
2.1. Contractor shall provide a proposed work plan no less than four (4) months prior to each event, including any drawings, that meet the concert event planning, production and stage management needs of the City including staff, such as audio engineers, electrical/lighting staff, video technicians, stagehands, sound and lighting equipment, talent rider fulfillment, and event contingency requirements. The work plan must address the following event needs (not necessarily in this order):
2.1.1. Permitting - Secure any needed and appropriate concert/artist/music performance permits, licenses, certificates for performing rights a minimum of 30 days prior to event date;
2.1.2. Insurance and Safety - Provide required insurance to cover load in, set up/construction/installation, operation and load out of the sound and lighting equipment and its operators for the term of the agreement;
2.1.3. Main Stage, Second Stage, Other Stage and Support Structures - Coordinate with the City’s professional outdoor staging/engineering Agreement with GFI Entertainment, LLC/Exhibit A-Scope of Services Page 2 Rev. 07-01-18
contractor on the design, development and installation of the concert stage and support structures within the overall site/venue plan for all stage, artist, sound, lighting and production equipment including towers, lifts, and fly, electrical generators, cords, recording, mixing, mechanical and lighting devices and weather contingencies to meet building code, planning and inspection permit requirements no less than 90 days prior to concert date; and, coordination with stage and truss company to provide adequate stage props and black curtain backdrop; loading dock, stairs, barricades, house mixing riser/spot tower(s);
2.1.4. Talent Search and Contracts - Contact with artists and agents, negotiating contractual fee and rider with prior review and approval by City for each artist, headliner, opener, etc.;
2.1.5. Riders - Fulfill entertainment and artist contract rider provisions including coordination among potentially multiple (opener, headliner, master of ceremonies, talent) artists’ agents, managers, lighting, sound and rigging support, and various stage plots;
2.1.6. Backline - Provide any required backline and rental tech on site during show (for example, guitar amps, reverb amps, stands, straps, strings, keyboards with USB ports, piano style keyboard, UPS battery backups, drum set, seats, heads, sticks, drum rug, percussion set, cables, gaff tape etc.);
2.1.7. Front of House Sound System - Provide equal or better stereo line array house sound system capable of producing 110-116 dB of clear, un-distorted sound level within the frequency range of 40Hz - 15khz throughout the entire audience area (5,000-10,000 person audience depending on event and location) and the house drive system including crossovers, equalizers and system limiters accessible at the front-of-house mix position;
2.1.8. On Stage Monitor System - Satisfy talent contract performance requirements;
2.1.9. Lighting System and Console - Depending on event scope and time of day provide stage lighting appropriate for size of stage, talent and event, including but not limited to, multi-color stage lights, up light stage lights, narrow lights, spotlights, truss lights etc.;
2.1.10. Video Equipment - Video display screen, projection and playback (if requested by City), both live to tape and live to screen during event potentially from 2 fixed and 1 movable positions;
Agreement with GFI Entertainment, LLC/Exhibit A-Scope of Services Page 3 Rev. 07-01-18
2.1.11. Crew Call - Describe crew call and professional stagehands including assigned house electrician, any runners, crew accommodations, food service, etc.;
2.1.12. Power - Provide generators and power equipment, work lights, cables, spider boxes, and capacity to provide an electrical drawing for permit purposes;
2.1.13. Parking Request - Coordinate a TBD number of crew parking spaces (20’ x 10’ wide);
2.1.14. Office Space - Production “office space,” crew space and equipment (internet, copier, etc., if needed);
2.1.15. Guests - Identify and develop a list of any crew “guests” not assigned to staff/crew rolls;
2.1.16. Run of Show - Include planning, talent selection, site inspections, production load, event day sound check, show and off staging;
2.1.17. Security - Coordinate with City’s security contractor or City staff on load in, load out, and during production; and
2.1.18. Miscellaneous - Specify any “additional/alternate” services.
3. STAFFING
3.1. Contractor will have experienced personnel on staff to provide the services specified in this scope and shall maintain such capabilities throughout the term of the contract.
3.2. Project Management:
3.2.1. The events can be complex and multi-faceted events and require a high degree of planning and cooperation amongst City staff and contractors. Contractor is expected to be a professional, dependable, and communicative partner in all phases of event concert planning and execution.
3.2.2. For each event planned, the Contractor will have a Project Manager, who will be a single point of contact between the City and Contractor.
The Contractor is responsible for drafting and supplying City project plans and detailed event diagrams in a timely fashion.
3.2.3. Contractor must be available to attend multiple project meetings at an event venue, City Hall, or remotely. Meetings may be called with as little as 24 hours’ notice.
Agreement with GFI Entertainment, LLC/Exhibit A-Scope of Services Page 4 Rev. 07-01-18
4. SCHEDULED EVENTS INFORMATION
The following are a list of events currently scheduled (subject to change at City’s discretion):
4.1. 4th of July All City Picnic
4.1.1. Event Date(s): 4th of July from 12 pm to 5 pm
4.1.2. Sample Schedule
Time Activity
12:15 pm to 12:45 pm Local Presentations
1:00 pm to 1:45 pm Community Group Performances
2:15 pm to 3:00 pm Cocktail Monkeys
3:30 pm to 5:00 pm Pop Rocks
4.1.3. City provides stage and power.
4.1.4. Contractor provides sound, talent, and event execution.
4.1.5. Approximate audience size is 1,000.
4.2. Summer Concert Series
4.2.1. Concerts to be held on Friday nights which will be determined on annual basis between the Contractor and City.
4.2.2. Five (5) 1.5 hour concerts in the park.
4.2.3. Contractor shall be responsible for talent, sound and event execution.
4.2.4. City shall be responsible for stage and power.
4.3. Art & Wine Festival
4.3.1. Event Date: Third Weekend in September
4.3.1.1. September 16 & 17, 2023
4.3.1.2. September 21 & 22, 2024
4.3.1.3. September 20 & 21, 2025
4.3.1.4. September 19 & 20, 2026
4.3.1.5. September 18 & 19, 2027
Agreement with GFI Entertainment, LLC/Exhibit A-Scope of Services Page 5 Rev. 07-01-18
4.3.2. Contractor to provide two days of talent (at least 4 acts each day, various styles, one A level band each day), sound production, and coordination City staff/acts on marketing.
4.3.3. Approximate audience size is 1,000.
4.3.4. City will provide stage and power.
4.3.5. Event traditionally held in Central Park, Santa Clara.
4.4. Street Dance at 1300 Franklin Avenue
4.4.1. Event Dates: First Friday in August
4.4.1.1. August 4, 2023
4.4.1.2. August 2, 2024
4.4.1.3. August 1, 2025
4.4.1.4. August 7, 2026
4.4.1.5. August 6, 2027
4.4.2. 2 hour concert evening show
4.4.3. Approximate audience of 5,000.
4.4.4. Contractor will be responsible for coordination of talent, sound, and lighting production.
4.4.5. City will be responsible to provide stage and power.
Agreement with GFI Entertainment, LLC/Exhibit B-Schedule of Fees Page 1 Rev. 07-01-18
EXHIBIT B
SCHEDULE OF FEES
1. MAXIMUM COMPENSATION
1.1. The maximum amount payable for all services provided under this Agreement shall not exceed Four Hundred Fifty-Five Thousand Five Hundred Eight Dollars and Forty-Six Cents ($455,508.46), during the term of the Agreement.
2. FEES
2.1. The City will pay the Contractor based on the event fees specified in Table B1 below for services provided:
Table B1: Event Fees
EVENT # OF EVENTS
PER YEAR
FIXED FEE PER
EVENT ²
TOTAL
EXTENDED
COST
YEAR 1 OF 5
4th of July All City Picnic 1 $ 8,560.00 $ 8,560.00 Summer Concert Series 4¹ $ 5,266.40 $21,065.60
Art & Wine Festival 1 $29,950.00 $29,950.00
Street Dance 1 $ 8,025.00 $ 8,025.00
TOTAL COMPENSATION FOR YEAR 1 OF 5 $67,600.60
YEAR 2 OF 5
4th of July All City Picnic 1 $ 9,160.00 $ 9,160.00 Summer Concert Series 5 $ 5,635.00 $28,175.00
Art & Wine Festival 1 $32,047.00 $32,047.00
Street Dance 1 $ 8,587.00 $ 8,587.00
TOTAL COMPENSATION FOR YEAR 2 OF 5 $77,969.00
YEAR 3 OF 5
4th of July All City Picnic 1 $ 9,800.00 $ 9,800.00 Summer Concert Series 5 $ 6,029.60 $30,148.00
Art & Wine Festival 1 $34,290.00 $34,290.00
Street Dance 1 $ 9,188.00 $ 9,188.00
TOTAL COMPENSATION FOR YEAR 3 OF 5 $83,426.00
YEAR 4 OF 5
4th of July All City Picnic 1 $10,487.00 $10,487.00 Summer Concert Series 5 $ 6,451.60 $32,258.00
Art & Wine Festival 1 $36,691.00 $36,691.00
Street Dance 1 $ 9,831.00 $ 9,831.00
TOTAL COMPENSATION FOR YEAR 4 OF 5 $89,267.00
Agreement with GFI Entertainment, LLC/Exhibit B-Schedule of Fees Page 2 Rev. 07-01-18
EVENT # OF EVENTS
PER YEAR
FIXED FEE PER
EVENT ²
TOTAL
EXTENDED
COST
YEAR 5 OF 5
4th of July All City Picnic 1 $11,221.00 $11,221.00 Summer Concert Series 5 $ 6,903.20 $34,516.00
Art & Wine Festival 1 $39,580.00 $39,580.00
Street Dance 1 $10,519.00 $10,519.00
TOTAL COMPENSATION FOR YEAR 5 OF 5 $95,836.00
TOTAL COMPENSATION FOR FIVE-YEAR TERM $414,098.60
Contingency for additional events, event services, etc. $41,409.86
MAXIMUM NOT-TO-EXCEED COMPENSATION FOR FIVE-
YEAR TERM $455,508.46
¹ For Year One Summer Concert Series there are a total of five (5) concerts but the City has a credit with Contractor for one.
² If services for an event is decreased from what is listed in Exhibit A the City and Contractor shall agree to an appropriate fee adjustment.
3. INVOICING AND PAYMENT
3.1. Contractor will invoice the City within forty-five (45) to seventy-five (75) days before an event for services to be provided by Contractor for that specific event. Invoices will be in a format approved by the City and are subject to verification and approval by the City.
3.2. Invoices must include at a minimum the following:
3.2.1. Event Name and Location
3.2.2. Event Date(s)
3.2.3. Description of Services Provided (including a detailed breakout)
3.2.4. Cost for Services
3.3. City will pay Contractor a 50% deposit of event cost thirty (30) to sixty (60) days prior to the event and with City’s receipt of an approved invoice. The remaining 50% event cost will be paid to Contractor within seven (7) to ten (10) days of event completion.
Agreement with GFI Entertainment, LLC/Exhibit C-Insurance Requirements Page 1 Rev. 07-01-18
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.
Agreement with GFI Entertainment, LLC/Exhibit C-Insurance Requirements Page 2 Rev. 07-01-18
C. WORKERS’ COMPENSATION
1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.
3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
Agreement with GFI Entertainment, LLC/Exhibit C-Insurance Requirements Page 3 Rev. 07-01-18
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non- renewal.
4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.
E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, Agreement with GFI Entertainment, LLC/Exhibit C-Insurance Requirements Page 4 Rev. 07-01-18
satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.
G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.
Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be emailed to:
[email protected]
Or mailed to:
EBIX Inc.
City of Santa Clara Department of Parks and Recreation
P.O. Box 100085 – S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.