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AGREEMENT WITH THE CITY OF PHILADELPHIA

AND THE PENNSYLVANIA CONVENTION CENTER AUTHORITY


FOR

T H E 2 0 1 6 D E M O C R AT I C N AT I O N A L C O N V E N T I O N

24216-0005/LEGAL12501869I

TA B L E O F C O N T F. N T S

TABLE OF CONTENTS

AGREEMENT WITH THE CITY OF PHILADELPHIA AND THE PENNSYLVANIA


CONVENTION CENTER AUTHORITY FOR THE 2016 DEMOCRATIC NATIONAL
CONVENTION
1. THE CONVENTION.
2. DEFINITIONS

GENERAL OBLIGATIONS OF THE CITY AND HOST COMMITTEE 3


1 City Obligations

2
3
4
5
5
7

Committee
Obligations
PCCA
Obligations
City
Representative
PCCA
Representative
Convention Center Licensed Premises

8
3.9
3.10

Host

Special

Use

3 . 11

3.12

Event

Venues

of

Private
Permits
Security
Fire

Venues

Equipment
AND

3
3
3
3
3
4

4
5
5

Plan

EMS

3.13 Public Streets AND Walks

3.14 Demonstration Area and Parade Route 7

3.15

Security

Liaison

3.16 Transportation Liaison and Planning 7


3.17 Cooperation and Assistance Agreement 7
3.18
Ga
vel-to-G
A
VEL
Coverage
7

3.19 Limitation of City Obligations .11" ..'11.!^.!^.'. 7

4. PERSONS WITH DISABILITIES


5. INTELLECTUAL PROPERTY AND MERCHANDISING 8
6 . L I A B I L I T Y, I N D E M N I F I C AT I O N A N D I N S U R A N C E 9
6.1
I n d e m n i fi c a t i o n
of
the
City
9

6.2

I n d e m n i fi c a t i o n

6.4

Insurance

of

the

PCCA

'

6 . 3 I n d e m n i fi c a t i o n b y t h e C i t y 1 . 11 . . 11111 1 o

IZ'lllll.!!

11

7.
APPLICABLE
LAWS
j
7.1 Compliance with Laws, and Rules and Regulations 11

7.2

City

Laws

8. REPRESENTATIONS AND WARRANTIES OF THE HOST COMMITTEE 11

24216-0005/LIiG AI. 1250 J 8695

9. REPRESENTATIONS AND WARRANTIES OF THE CITY 12


10. REPRESENTATIONS AND WARRANTIES OF PCCA 13
11. REPRESENTATIONS AND WARRANTIES OF THE DNCC 14
12. TERMINATION
1 3 . A R B I T R AT I O N A N D D I S P U T E S E T T L E M E N T 1 4
14. MISCELLANEOUS PROVISIONS
14.1 Further Assurances
Liability

14.3 Notices
14.4
14.5

Severability
Survival

14.6
14.7

14.8

Waiver

Assignment

ZZZZIZZ'

and

Amendment

14.9 Entire Agreement

14.10

18
18

Headings

Binding

18
Effect

.ZZ."!*ZZZ^1"!

18

18

14.11 Certain Interpretations

14.12
Governing
Law
ZZ!ZZZZ!!*
19
1 4 . 1 3 Ti m e i s O F T H E E s s e n c e Z . Z . Z Z Z Z ! ! ! 1 9
14.14

Examination

OF

Records

"

19

14.15
Counterparts
....ZZIZZ'!
19
1 4 . 1 6 C o n fi d e n t i a l i t y ! . Z . Z Z Z Z . . Z Z ! 1 9
14.17 Right to Know Law Z1Z...ZZZZ! 20
14.18 Other Law OR Legal Process 21
S I G N AT U R E
PA G E
ZZ.Z.Z.Z..Z7..22
EXHIBITS

23

11

24216-0005/I.EGAL 125018695.1

4-

AGREEMENT WITH THE CITY OF PHILADELPHIA


AND THE PENNSYLVANIA CONVENTION CENTER AUTHORITY
F O R

THE 2016 DEMOCRATIC NATIONAL CONVENTION

THIS AGREEMENT (this "Agreement") is entered into as of this day of February,


2015, by and among the 2016 Democratic National Convention Committee, Inc., a District of
Columbia nonprofit corporation (the "DNCC") affiliated with the Democratic National

Committee, a District of Columbia unincorporated association constituting the governing body of


the Democratic Party of the United States (the "DNC"); Philadelphia 2016 Host Committee, a

Peimsylvania nonprofit corporation (the "Host Committee"); the City of Philadelphia, (the
"City"); and the Pennsylvania Convention Center Authority, an agency and public
instrumentality of the Commonwealth of Pennsylvania and a body politic and corporate created
pursuant to Pa. C.S.A. Title 64, Chapter 60 ("PCCA") (collectively, the "Parties");
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 2016 Democratic National

Convention (the "Convention") and has invited the DNCC to hold the Convention in the City of
Philadelphia; and

WHEREAS, pursuant to the Final Call to the 2016 Democratic National Convention,

adopted by the DNC, the DNCC was formed to plan and implement, and is vested with the
operational and financial responsibility 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 Agreement; and

WHEREAS, the DNCC and the Host Committee have entered into an agreement on or
about the _day of February, 2015 (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 the Master Contract for
the 2016 Democratic National Convention; and

WHEREAS, it is anticipated that the Convention will attract up to fifty thousand (50,000)
people or more to the Commonwealth of Pennsylvania and to the Philadelphia area (the
Metropolitan Area"), will stimulate substantial economic development in the Commonwealth of

Pennsylvania and in the Metropolitan Area and their environs and wil 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

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242l6-0005/LtGAl.l25018695 I

WHEREAS, the City, the Host Committee and DNCC are committed to achieving the

maximum economic benefit for the Commonwealth of Pennsylvania and the City of
Philadelphia; and

WHEREAS, the City, the Host Committee, PCCA and the DNCC are committed to

involve and provide opportunities for as many persons as possible, including minorities, women,
persons with disabilities, LGBT persons and veterans in connection with the planning of and
provision of goods, equipment and services for the Convention; and

WflEREAS, the Host Committee is entering into a separate agreement with Spectrum
Arena Limited Partnership (the "Venue Company"), granting the DNCC a license to use certain

facilities in and around the Metropolitan Area for the Convention (the "Venue License
Agreement");

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants


hereinafter set forth, the parties agree as follows:
1.

THE

CONVENTION

1.1 Subject to the terms and conditions of this Agreement, the DNCC agrees to hold

the Convention in July 2016 in the City of Philadelphia 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 DNCC may deem appropriate.

1.2 The City and the Host Committee hereby acknowledge and agree that
notwithstanding anything contained in this Agreement, the Master Contract, Venue License
Agreement, or any other agreement related to the Convention to the contrary, all dates, times,

and venues (other than the date of the Convention) may be modified by the DNCC as reasonably
practicable in coordination with the City and the Host Committee.
2.

DEFINITIONS

For the purposes of this Agreement, capitalized terms used herein and not otherwise

defined shall have the meanings set forth in the Master Contract and Venue Licensing
Agreement, and additionally:

"Agreement" has the meaning set forth in the Preamble of this Agreement.
"City Indemnitees" has the meaning set forth in Section 6.1.

"Convention Center Licensed Premises" has the meaning set forth in Section 3.6.
"DNCC Indemnitees" has the meaning set forth in Section 6.3.

"DNCC Intellectual Property" has the meaning set forth in Section 5.1.
"Host Committee Indemnitees" has the meaning set forth in Section 6.3.

24216-OOO.^/l.EGAI. 125018695 I

"Master Contract" has the meaning set forth in the recitals of this Agreement.
"Metropolitan Area" has the meaning set forth in the recitals of this Agreement.
"Parties" has the meaning set forth in the Preamble of this Agreement.
"PCCA Indemnitees" has the meaning set forth in Section 6.2.

"Special Event Venues" means and includes, collectively, those licensed premises

located within the Metropolitan Area selected by the DNCC to conduct special events, engage in
other activities related to the Convention, and hold other related events, from the list of City
owned or controlled facilities listed on Exhibit A.

"Security Plan" has the meaning set forth in Section 3.10.

"Subcontractor" means any subcontractor to a Contractor, at any tier.


GENERAL OBLIGATIONS OF THE CITY AND HOST CQMMITTF.F

3.1 City Obligations. The City agrees to fully and timely perform all the obligations

of the City set forth in this Agreement and to use its best effort to assist the Host Committee in
performing its obligations under this Agreement 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 and the PCCA in performing its obligations under this City
Agreement.

3.3 PCCA Obligations. The PCCA hereby agrees to fully and timely perform all
obligations set forth in this City Agreement to be performed by it and to use its best efforts to

assist the Host Committee in performing its obligations under this Agreement.

3.4 City Representative. The City hereby agrees to appoint one person, subject to the
approval of the DNCC (the "City Representative"), to serve as the DNCC's and Host

Committee's point of contact with respect to all City matters concerning the Convention. The

City agrees that the City Representative shall have the authority to make changes and

modifications to this Agreement that do not materially affect the City without the need to submit

the changes to the City Council or Legislative body for official approval.

-'3 PCCA Representative. The PCCA hereby agrees to appoint one person, subject to

the approval of the DNCC (the "PCCA Representative"), to serve as the DNCC's and Host

Committee's point of contact with respect to all PCCA matters concerning the Convention.

3-6 Convention Center Licensed Premises. The PCCA agrees to provide to the Host

Committee, for the exclusive benefit and use of and at no charge to the DNCC, from May 28,
2016 through August 5, 2016, access to all areas, rooms and spaces of the Pennsylvania

Convention Center normally available for lease or license for meetings, conventions and other

events, as shown in Exhibit B hereto ("Convention Center Licensed Premises") for all purposes
J

24216-0003/LnGAI.125018695 I

deemed appropriate by the DNCC, including, without limitation, to conduct meetings of the
Convention's committees, and other activities and events related to the Convention, subject to
the following conditions:
3.6.1 The Host Committee, at its cost, shall cause the Convention Center

Licensed Premises to be constructed and equipped, including, without limitation, providing and

maintaining in safe and operable condition fiimishings and equipment to the specifications of the
DNCC, subject to the limitation on the Host Committee's expenditure obligation set forth in
section 3.3.1 of the Master Contract. Any such construction or changes to Convention Center
Licensed Premises caused by the Host Committee shall be in compliance with, without
limitation, applicable building standards and law, and any such construction shall be of such
nature that the Convention Center Licensed Premises can be surrendered in the same condition as

existed prior to the Convention, reasonable wear and tear excepted, imless the City agrees in
writing that any such constmction or changes shall be left intact.
3.6.2 The PCCA, at its cost, shall supply all electrical and other power, air

conditioning, water, toilets, telephone, janitorial services, trash removal and basic security
necessary to the operation and occupation of a subject facility (the "Essential Services") for the

Convention Center Licensed Premises to the reasonable specifications of the DNCC; provided,
however, that the Host Committee shall reimburse the costs related to providing services in

excess of the Essential Services related to the usage of the Convention Center Licensed

Premises, subject to the limitation of the Host Committee's expenditure obligation set forth in
section 3.3.1 of the Master Contract.

3.6.3 The PCCA shall provide the Convention Center Licensed Premises free

and clear of any third-party's agreements or rights relating to exclusivities or other interest in
such goods, services and premise; except that, the Parties imderstand and agree that Aramark is,
and will serve as, the exclusive provider of food and beverage service for the Convention Center

Licensed Premises. Notwithstanding the preceding sentence, PCCA hereby grants DNCC
permission to bring outside food and beverage into the staff office space that will be utilized
during the Democratic National Convention in 2016.

3.7 Special Event Venues. Choice of, and once chosen, the use of, and access to, all
Special Event Venues shall at all times remain in the sole discretion and control of the DNCC.

The City shall reserve the right of the DNCC to utilize or assign, in its sole discretion, the
utilization of the Special Event Venues, during the Convention Period (as defined in the Master
Contract), at no expense to the DNCC or Host Committee.

3.8 Use of Private Venues. The City shall cause the Philadelphia Convention and

Visitors Bureau ("PHLCVB") to compile a survey and listing of private venues for possible use
by the Host Committee and the DNCC by a date to be reasonably determined by the DNCC. The
PHLCVB, in consultation with the Host Committee and the DNCC, shall use its best efforts to

approach all private venues in the Metropolitan Area and provide such private venues with a

dociunent that legally reserves the right of the Host Committee or the DNCC to utilize such

private venues during the Convention Period, and for the DNCC to assign outside groups to
negotiate and utilize them during the Convention Period by such date as reasonably determined
by the DNCC.
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24216.0005/LF.GAL 125018695.1

3.9 Permits, (a) The Host Committee agrees to secure from the City all appropriate
authority, including, without limitation, licenses, permits and similar consents and grants
required for the use of the Special Event Venues and Private Venues and the City shall make
available such Essential Services for the Special Event Venues as are normally provided to
licensees of those Venues.

(b) "^e City hereby agrees to 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 Agreement, the Venue
License Agreement or any other agreement entered into by the Host Committee or the DNCC

with respect to the Convention. The City shall designate an appropriate City official within
thirty (30) days of the execution of this Agreement to serve as principal point of contact for the
DNCC, Venue Company and the Host Committee with respect to such permitting matters.
->10 Securitv 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 (as defined in the Master Contract) 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 DNCC 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 sjtfety 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 as may be necessary pursuant to the
Security Plan. Without limiting the generality of the foregoing, the City shall, during the
Convention Period provide or cause to be provided, to the reasonable specifications of the
DNCC and the USSS:

(a) police escorts for all DNCC personnel delivering credentials to state
delegations at their respective hotels;
(b) amied 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 DNCC-owned or operated vehicles are stored in bulk, throughout the period of such
storage;

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24216-0005/l.nG AL125018695.1

(d) security at the Headquarters Hotels and other Convention-related hotels in


the Metropolitan Area, during the Convention Period; and

(e) special security protection for delegates and other dignitaries to be

identified in accordance with the Security Plan.

3.11 Equipment. As part of and as provided in the Security Plan, the City agrees to
provide, or cause to be provided:

(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, 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 including the Convention Center, 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 (e.g. swipe


card, fully computerized system) for staff, volunteers, and visitors at the Convention Offices and

Venue Licensed Premises in accordance with DNCC 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; and

(d) an adequate number of safes, security containers, and storage facilities for

DNCC equipment in accordance with DNCC requirements.

J-12 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 a Statement of Cooperation

vyithin ninety (90) days of the execution of this Agreement with the relevant fire marshals and
similar authorities in the Metropolitan Area, subject to DNCC approval, guaranteeing the

cooperation of such authorities for a successful Convention and setting forth such other terms for
the Parties' interactions with such authorities.

3.13 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 DNCC, and

such other persons as the DNCC alone may authorize, such streets and sidewalks as may be
designated in the Security Plan for purposes of protecting public safety and facilitating
transportation flow. The City shall erect and place such fences and other barricades when and as
may be provided in the Security Plan.

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24216-0005/LF.G A LI 25018695.1

3.14 Demonstration Area and Parade Route. To the extent permitted by law, the City
shall provide security for an appropriate demonstration area and parade route within appropriate
proximity of the 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 and the City's Regulations Governing Permits for Demonstrations on City
Property.

3.15 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 DNCC, and Venue Company persormel, to cooperate with the
United States Department of Homeland Security (and its subsidiary divisions and agencies,
including, but not limited to, the U.S. Secret Service) and such other federal, state and local law

enforcement and emergency services agencies as may be involved in developing and


implementing the Security Plan, and to coordinate with such security personnel as the Host

Committee, Venue Company or the DNCC 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 February 27, 2016, through the
conclusion of the Convention.

3.16 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 DNCC, Host Committee and Venue Company personnel
commencing on the date of execution of this Agreement. The City shall create a transportation
planning group, to include the appropriate City departments (e.g. police, public transit authority,
public works, taxicab oversight), to help plan and implement the provision of the transportation
services contemplated in this Agreement, to ensure safe and efficient transportation for
Convention participants and to help design plans for overall transportation coordination during
the Convention.

3.17 Cooperation and Assistance Agreement. 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 Agreement, the City shall prepare, in consultation with the
Host Committee and the DNCC, a cooperation and assistance agreement, subject to approval of
the DNCC, 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

Apeement").
The
Citassist
y Cooperati
on and
Assistance Agreement
l confirm that
the signatori
es
will cooperate
and
the City
as necessary
in fulfilling itsshal
obligations,
including
but not
limited to the expediting of permits set forth in Paragraph 3.9. The City Cooperation and
Assistance Agreement shall be executed no later than sixty (60) days after the signing of this
Agreement.

3.18 Gavel-to-Gavel Coverage. The City shall make its best efforts to broadcast,

and live web stream, the Convention proceedings on the city-owned or public access cable
station to the reasonable specifications of the DNCC.

3-19 Limitation of Citv Obligations. Notwithstanding anything to the contrary


contained herein and except as specifically provided in this Agreement, the City shall not be
7
24216.0005/LEGALI2.SOI8695 I

obligated to any party hereto to provide any goods, facilities or services, or to expend any
amount for the provision of such goods, facilities or services. It is contemplated any amounts

required to be expended by the City for security under this Section 3 in excess of amounts that

would normally arid commonly be expended to provide for security of this nature ("Excess

Security Costs") will be funded through new grants from the United States Government and/or

the Commoiiwealth of Pennsylvania; and/or that the obligations of the City under this Section 3

wil be met in whole or in part through the provision of services and personnel in-kind by U.S.
Government agencies pursuant to designation of the Convention as a National Special Security
Event. To the extent that any Excess Security Costs are not funded through the means
contemplated in this section 3.19, the Host Committee shall be obligated to defray those Excess
Security Costs.

4. PERSONS WITH DISABILITIES

The City, FCC A and the Host Committee shall endeavor in good faith to ensure that all

of the Convention Center Licensed Premises, Special Event Venues, transportation and
communications services and other spaces, structures, services and facilities of whatsoever
nature to be provided or procured by the City, PCCA and the Host Committee under this

Agreement shall meet the applicable requirements of the ADA, and the applicable provisions of
local laws, including the applicable building codes and other applicable provisions of the laws of
the Commonwealth of Pennsylvania and the City of Philadelphia. In the event that it is

determined by an agency or court of competent jurisdiction, prior to or during the Convention

Period, that any modification or alteration to any of the Convention Center Licensed Premises or

Special Event Venues must be made to meet such requirements, the Host Committee shall be
responsible for procuring such modification or alteration at their sole expense.
^ INTELLECTUAL PROPERTY AND MERCHANDLSTNf;

5.1 It is understood and agreed that, as among the DNCC, the City, the PCCA and the

Host Committee, and any contractor of each, the DNCC shall exclusively own any and all (the
following, collectively, the "DNCC 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 DNCC 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 DNCC, 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 DNCC and, to

the extent permitted by law, shall be deemed works for hire created for the DNCC for purposes
of the Copyright Law of 1976 and all copyright and any other rights in and to such writings and
8
24216-OOO.VLEGAL 125018695 I

materials shall belong to the DNCC. The City and the Host Committee agree to execute and
deliver any instrument of conveyance or any other instrument or document necessary to transfer
all such rights to the DNCC. The DNCC agrees to negotiate in good faith with the Host

Committee an 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

DNCC agrees to negotiate in good faith with the City an agreement under which the City may
use a design or logo referring to the Convention or incorporating elements of the official
Convention logo for use in promoting the City and for other governmental purposes.
5.2 The DNCC or its designee(s) shall have the sole and exclusive right to sell or
otherwise distribute, throughout the world, any program or other publications, novelty or
souvenir of or pertaining to the DNCC Intellectual Property, Democratic Party, the DNCC,
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 Venue Licensed Premises.
Neither the City, the PCCA nor the Host Committee shall, without the express prior written
approval of the DNCC, sell, distribute, or promote any merchandise that would infringe or
violate any exclusive copyright, trademark or other intellectual property right of the DNCC (or
its exclusive licensee(s)).
6 . L I A B I L I T Y. I N D E M N I F I C A T I O N A N D I N S U R A N C E

6.1 Indemnification of the Citv. The Host Committee agrees to defend, indemnify

and hold harmless the City together with its directors, officers, employees, agents, attomeys,
volunteers, consultants and consulting staff (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 DNCC, the Host Committee or any

other person or entity using tlie Convention Facilities;

(b) performance by the Host Committee or the DNCC of their respective

obligations under this Agreement, the City Agreement, the Venue License Agreement and any
other agreements entered into by the Host Committee with Contractors, or by those Contractors

with Subcontractors, or otherwise relating to performance under this Agreement or any other
agreements entered into by the Host Committee or the DNCC; or
(c) any other acts or omissions of the Host Committee, the DNCC, Venue

Company, 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
gross negligence or willful misconduct of the City Indemnitees.
6.2 Indemnification of the PCCA. The Host Committee agrees to defend, indemnify
and hold harmless the PCCA together with its directors, officers, employees, agents, attomeys.

9
242 I6.0005/1.1;GA1J 25018695 1

volunteers, consultants and consulting staff (the "PCCA Indemnitees") from and against any and
all Losses which may be imposed upon, incurred by or asserted against the PCCA Indemnitees in
any matter arising out of or related to:

(a) use of the Convention Center Licensed Premises by the DNCC, the Host
Committee or any other person or entity using the Convention Facilities;

(b) performance by the Host Committee or the DNCC of their respective


obligations under this Agreement, the City Agreement, the Venue License Agreement and any
other agreements entered into by the Host Committee with Contractors, or by those Contractors

with Subcontractors, or otherwise relating to performance under this Agreement or any other
agreements entered into by the Host Committee or the DNCC; or

(c) any other acts or omissions of the Host Committee, the DNCC, or their

respective officers, managers, employees, agents, Contractors, other contractors, Subcontractors


or vendors at any tier.

The indemnity in this Section 6.2 shall not extend to acts or omissions that are solely the result of
gross negligence or willfiil misconduct of the PCCA Indemnitees.

6.3 Indemnification bv the Citv. The City agrees to defend, indemnify and hold

harmless the DNCC, the Democratic Party, the DNC and their respective affiliates (including the

DNC Executive Committee, 2016 Convention Technical Advisory Group and associated
technical advisors, DNC Services Corporation and Democratic Properties Corporation), together
with their respective directors, officers, employees, agents, attomeys, volunteers, consultants and

consulting staff (the 'DNCC Indemnitees'^ and the Host Committee and its directors, officers,

employees, agents, attomeys, volunteers, consultants and consulting staff (the "Host Committee
Indemnitees), from and against any and all Losses which may be imposed upon, incurred by or
asserted against the DNCC Indemnitees and Host Committee Indemnitees in any matter arising
out of or related to:

(a) performance by the City Indemnitees of their respective obligations under

this Agreement or any agreements entered into by the City Indemnitees relating to performance
under this Agreement; or

(b) any other acts or omissions of the City Indemnitees contemplated by this
Agreement.

Nothing herein shall be construed as a waiver of those defenses, immunities, and limitations on
damages available to the City pursuant to the Pennsylvania Political Subdivision Tort Claims

Act, Act of October 5, 1980, P.L. 693, No. 142, (42 Pa.C.S.A. 8541 et. seq.) and the

indemnification provided herein shall be limited to $500,000.00 per occurrence as provided in


the Pennsylvania Political Subdivision Tort Claims Act.

Notwithstanding the foregoing, the City shall not have any obligation of indemnification for any
claims unless the City has been given prompt and timely written notice of the filing of any such
claims and has been able to participate as a party in any litigation and/or settlement of such

claims, in its sole discretion, with counsel of its own choosing. Such counsel must be mutually
10
242 I6-0005.I.CGAL 12.^01869.v I

acceptable to the DNCC and the City and no settlement of any claims against the DNCC shall be
entered without the mutual approval of the DNCC and the City.

6.4 Insurance. The Host Committee shall obtain and maintain such policies of
insurance as set forth in the Master Contract. The Host Committee shall provide a certificate of

insur^ce naming the City Indemnitees, PCCA Indemnitees and the DNCC Indemnitees as

additional insureds on all policies of insurance, as appropriate,


7.

APPLICABLE

LAWS

7.1 Compliance with Laws, and Rules and Regulation.s. Each of the parties hereto
shall comply, and assure that any agents. Contractors, other contractors. Subcontractors and

vendors engaged by them in the performance of this Agreement comply, with all applicable laws,
statues, ordinances and regulations, including: the ADA; all federal, state and local campaign
finance laws; laws relating to fair employment practices; laws pertaining to health, fire, or public
safety; all applicable laws pertaining to the sale, distribution and consumption of liquor; building
codes; non-discrimination laws; commercial activity license requirements; 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, II C.F.R. 9008.8(b)(1) and (2); 9008.52; and
9008.53. In connection with the performance of work under this Agreement, no party hereto
shall (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, age, national
origin, military status, physical or mental disability, marital status, sexual orientation or any
other legally protected basis. The parties further agree to insert the foregoing provision in all
contracts and subcontracts entered into in furtherance of the transactions contemplated by this
Agreement.

7.2 Citv Laws. The parties agree, to the extent such laws are applicable, to comply
with past and present laws including, but not limited to, Philadelphia Home Rule Charter
provisions. City Ordinances, regulations, and Mayoral Executive Orders except to the extent
such future laws may alter the Parties' responsibilities hereunder, including, but not limited to,

those set forth in Exhibit C. a copy of which is attached hereto and made a part hereof.
8. REPRESENTATIONS AND WARRANTIES OF THE HOST COMMITTEE

The Host Committee hereby represents and warrants to each of the other parties hereto as
follows:

8.1. The Host Committee has full legal right, power and authority to enter into and
perform this Agreement.

11
242l6-000.'5/LnGAl.l35018695 I

8.2. The Host Committee has taken all corporate action to authorize and approve the
execution, delivery and performance of this Agreement on behalf of the Host Committee.

8.3. This Agreement has been duly and validly authorized, executed and delivered by

the Host Committee and, assuming the due authorization and execution hereof by the other
parties hereto, constitutes the legal, valid and binding obligation of the Host Committee

enforceable in accordance with its 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, deliveiy, and performance of this Agreement 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
staUite, 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 Agreement.

8.6. Neither the Host Committee nor any person in its behalf has paid or agreed to pay
any commission, percentage or fee of any kind to any person or entity contingent upon or
resulting from entering into or performing this Agreement.
9 . R E P R E S E N TAT I O N S A N D WA R R A N T I E S O F T H E C I T Y

The City hereby represents and warrants to each of the other parties hereto as follows:

9.1. The City has full legal right, power and authority to enter into and perform this
Agreement.

9.2. The City has taken all action to authorize and approve the execution, delivery and
performance of this Agreement on behalf of the City.

9.3. This 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 hereto,
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.

12
24216-0005/I.EGAL 125018605 1

9.4. The execution, delivery and performance of this 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 materialy
adversely affect the transactions contemplated by, or the validity or enforceability of, this
Agreement.

9.6. Neither the City nor any person in its behalf has paid or agreed to pay any

commission, percentage or fee of any kind to any person or entity contingent upon or resulting
from entering into or performing this Agreement.

10. REPRESENTATIONS AND WARRANTIES OF PCCA

The PCCA hereby represents and warrants to each of the other parties hereto as follows:

10.1. The PCCA has fiil legal right, power and authority to enter into and perform this
Agreement.

10.2. The PCCA has taken all action to authorize and approve the execution, delivery
and performance of this Agreement on behalf of the PCCA.

10.3. This Agreement has been duly and validly authorized, executed and delivered by

the PCCAand, assuming the due authorization and execution hereof by the other parties hereto,
constitutes the legal, valid and binding obligation of the PCCA enforceable in accordance with

its terms, except as such enforceability may be limited by bankmptcy, insolvency and other laws

affecting creditors rights or remedies and the availability of equitable remedies generally and by

principles of public or governmental policy limiting the enforceability of indemnification


provisions,

10.4. The execution, delivery and performance of this Agreement by the PCCA does
not conflict with, or constitute on the part of the PCCA, 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 instmment to which the PCCA is party or by which the PCCA

IS bound, or any order, nile, or regulation of any court or govemmental agency or body having
jurisdiction over the PCCA or any of its activities or properties.

10.5. 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 PCCA's knowledge, threatened,
against or affecting the PCCA, wherein an unfavorable decision, ruling or finding would
materialy adversely affect the transactions contemplated by, or the validity or enforceability of
this Agreement,

13
24216-0005/LF.G AL125018695.1

10.6. Neither the PCCA 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 Agreement.

11. REPRESENTATIONS AND WARRANTIES OF THE DNCC

The DNCC hereby represents and warrants and covenants to each of the other parties
hereto as follows:

11.1 The DNCC has full legal right, power and authority to enter into and perform this
Agreement.

11.2 The DNCC has taken all corporate action to authorize and approve the execution,
delivery and performance of this Agreement on behalf of the DNCC.

11.3 This Agreement has been duly and validly authorized, executed and delivered by

the DNCC and, assuming the due authorization and execution hereof by the other parties hereto,
constitutes the legal, valid and binding obligation of the DNCC enforceable in accordance with

its terms, except as such enforceability may be limited by 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.

11.4. Neither the DNCC 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 Agreement.
12.

T E R M I N AT I O N

The DNCC, the City, PCCA or the Host Committee may terminate this Agreement as to
another party in the event that such other party materially breaches any material term or

condition of this Agreement, provided that the terminating party has provided written notice of

such material breach to each of the other parties to this Agreement 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 Agreement, the
terminating party shall have all other remedies available to it under applicable law or in equity,
including injunctive relief and specific performance.

13. ARBITRATION AND DISPUTE SETTLEMENT

During the Unlimited Access Period and the Post-Convention Period, any failure to reach

agreement, dispute or claim arising out of or relating to this Agreement, any modification or

extension hereof or any breach hereof (including the question of whether any particular matter is

arbitrable hereunder), as among the Host Committee, the PCCA and the DNCC (but excluding
14
24216-0005/LEGAL125018695 I

the City) shall be settled exclusively by arbitration in Philadelphia, Pennsylvania, in accordance

with the Commercial Rules of the American Arbitration Association then in force, except as
modified by this Agreement. The party requesting arbitration shall serve upon the other party to
the dispute or claim and upon the American Arbitration Association a written demand for

arbitration stating the substance 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

p^el 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 (I) 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 hereto 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), attomey fees and related reasonable expenses of arbitration shall be
awarded to the prevailing party as determined by the arbitrator's).

Any party may apply to the arbitrators seeking injunctive relief until the arbitration award
is rendered or the controversy is otherwise resolved.

During the Limited Access Period, the forgoing provision shall apply, except the twelve
(12) hour deadline shall be extended to five (5) business days, and the twenty-four (24) hour
deadline shall be extended to at least five (5) business days and no more than ten (10) business
days.

Solely by unanimous prior written consent, the Host Committee, PCCA and DNCC

hereto 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 the State of Pennsylvania.

14. MISCELLANEOUS PRQVISfONS

^ Further Assurances. Each of the parties hereto agrees to take or cause to be taken

such further actions, to execute, deliver and file or cause to be executed, delivered and filed such

further documents, and to use best eforts 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

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 Agreement by any party.

15
2-1216-0005/LHGAL125018695 I

14.2 Liability. Nothing in this 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
authonty to bind the other in any respect, it being intended that each party shall remain an
mdependent contractor, and except as otherwise provided herein, solely responsible for its own
actions. The DNCC and its affiliated organizations shall not be liable under any contracts or
obligations of the Host Committee apart from this 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 DNCC apart fix>m this Agreement and the License Agreements, or

for any acts or omissions of DNCC or its officers, directors, employees or agents at any time,
except as otherwise specifically provided herein or therein.

14.3 Notices, .^y 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, retum 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-dehvered 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:
If to City:

Office of the Managing Director


Office of Special Events
1401 JFK Blvd. - Suite 1430

Philadelphia, PA 19102

Attention: Jazelle Jones, Deputy Managing Director/Director of Operations


Telephone: 215-686-3496
Fax No.: 215-686-3479

Email: Jazelle.Jones@.phila.gov

With a copy (which shall not constitute notice) to:


City of Philadelphia Law Department
1515 Arch Street, 17th Floor

Philadelphia, Pennsylvania 19102

Attention: Valerie M. Robinson, Senior Attomey


Telephone: (215) 683-5031
Fax: (215) 683-5069

Email: valerie.robinson@.Dhila.gov
If to the PCCA:

Pennsylvania Convention Center Authority


1101 Arch Street

Philadelphia, PA 19107
16
2-I2I6-0005/LEGALI250I869.S I

Attention: John J. McNichol, President & CEO


Telephone: 800-428-9000
Entail' imcnichol@DacQnvention.com

With a copy, (which shall not constitute notice) to:


Shamyune Jones, Esq.
Vice President & General Counsel
1101 Arch Street

Philadelphia, PA 19107
Telephone: 215-418-4725
Email: siones@DaconventiQn.cnm

If to the Host Committee:


Philadelphia 2016 Host Committee
200 S. Broad Street Suite 420

Philadelphia, PA 19102
Attention: Kevin Washo

Telephone: 570 702 5778


Email: kevin@NEWPARTNERS com

With a copy (which shall not constitute notice) to:


Joseph E. Sandler, Esq.

Sandler Reiff Lamb Rosenstein & Birkenstock PC


1025 Vermont Ave., N.W. Suite i300
Washington, D.C. 20003
Telephone: 202 479 1111
Fax No.: 202 479 1115

Email: sandler@sandlerreiff.com
If to DNCC:

2016 Democratic National Convention Committee, Inc.


430 South Capitol Street, S.E.
Washington, DC 20003

Attention: AmyK.Dacey
Telephone: 202-863-8000

Email: DaceyA@dnc.org

With copies (which shall not constitute notice) to:


Graham M. Wilson

17
2^216-0005/1.110AL125018695 I

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

or such other address as shall have been specified in Nvriting by either Party to the other.
14.4 Severability. If any one (1) or more of the covenants, agreements, provisions or
terms of this Agreement, or any other agreement, document or vvriting given pursuant to or in
connection with this Agreement, is held invalid for any reason whatsoever, then the covensints,
agreements, provisions or terms will be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and will in no way affect the validity or
enforceability of the other provisions of this Agreement.

14.5 Survival. All representations, warranties and indemnities made in this Agreement

shall survive the termination of this Agreement and any investigation, audit or inspection made
by any other party.
14.6 Waiver. Neither the waiver by any party hereto of a breach of or default under

any of the provisions of this Agreement, nor the failure of any party to enforce any of the

provisions of this 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.

14.7 Assignment and Binding Effect. This Agreement shall be binding upon and shall

inure to the benefit of the parties hereto and their respective successors and assigns, provided that

this Agreement shall not be assignable by any party without the prior written consent of the other
parties hereto except, in the case of assignment by the DNCC to another organization affiliated
with the Democratic Party.

14.8 Amendment. No amendment, modification or discharge of this 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.

14.9 Entire Agreement. This Agreement (including the Exhibits hereto) constitute the
entire agreement among the parties hereto 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.

14.10 Headings. Paragraph headings contained in tliis Agreement are inserted for

convenient reference only, shall not be deemed to be a part of this Agreement for any purpose,
and shall not in any way define or affect the meaning, construction or scope of any of the
provisions hereof.

18
24216-0005/LEGALI25018695.1

14.11 Certain Interpretations. In this Agreement: (i) the words "herein" and "hereunder"

and similar words refer to this 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 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 Agreement creates
any leasehold estate or any right of or status as a tenant.

14.12 Governing Law. This Agreement, the rights and obligations of the parties hereto,
and any disputes or claims relating thereto, shall be governed by and construed in accordance

with the laws of the Commonwealth of Pennsylvania. This Agreement will be interpreted
without reference to any law, rule or custom construing this Agreement against the party which
drafted this Agreement.

14.13 Time is of the Essence. All times, wherever stated in this Agreement, shall be of
the essence of this Agreement.

14.14 Examination of Records. The Host Committee agrees that any duly authorized
representative of the City shall, until the expiration of three (3) years after the final payment
under this Agreement, have access to and the right to examine any books, documents, papers and
records of the Host Committee involving transactions related to this Agreement.
14.15 Counterparts. This Agreement may be executed in any number of counterparts,

and all of these counterparts together shall constitute one and the same Agreement. Signed
signature pages may be transmitted by facsimile or email, and any such signature shall have the
same legal effect as an original.

14.16 Confidentialitv. Subject to Sections 14.17 and 14.18 below. City agrees that City

is not, directly or indirectly, at any time during the term of this Agreement, and without regard to
when or for what reason this 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 Agreement, the DNCC, the Host Committee, or any
Confidential Information (as defined below), in each case without tlie express prior written
approval of the DNCC. City shall refer promptly all queries from the press, in whatever form or

circumstances they are made, to the DNCC. Subject to Sections 14.17 and 14.18 below. City

may not directly or indirectly, at any time during the term of this Agreement or thereafter, and

without regard to when or for what reason this Agreement expires or terminates, divulge, furnish,
make accessible, or permit the disclosure to anyone (other than the DNCC or other persons
employed or designated by the DNCC) 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 Agreement during the period beginning on the
19
24216-0005/l.EGALl 25018695.1

first day of City's relationship with the DNCC (whether prior to or as of the Effective Date)
through the effective date of expiration or termination of this 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 DNCC Indemnitees, business and activities

relating to this 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 the Services,
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 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. Subject to Sections 14.17 and 14.18 below. City agrees that
the terms and conditions of this 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 DNCC to receive such information. Subject to Sections 14.17 and

14.18 below. City shall be permitted to disclose Confidential Information solely to those
employees, 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 imder this Agreement; provided, however, that all such persons shall be subject
to nondisclosure and confidentiality obligations to City substantially similar to the obligations of
City set forth in this Section 14.16, and provided flirther that City shall be liable to the DNCC for
any unauthorized use or disclosure of Confidential Information by any such persons. Upon
expiration or termination of this Agreement for whatever reason, or upon written request by the
DNCC, City shall return all Confidential Information to Committee within forty-eight (48) hours,
regardless of the form in which Confidential Information appears or is stored (including
information stored on drives, tapes, computer discs, compact discs or other media), without
retaining a copy thereof, except as required to be maintained by law, applicable regulation, or
records retention schedules. Nothing in this Section 14.16 is intended to limit the provisions of
any non-disclosure agreements made by and between the DNCC, the Host Committee, City or
any other entities relating to or associated with the Convention in any way.

Notwithstanding the foregoing, the term "Confidential Information" shall not, for the purposes of
this Agreement, include any information (a) which at the time of disclosure or thereafter is or

becomes available to and known by the public other than as a result of a disclosure by City in
breach of this Agreement, (b) which was or becomes available to City on a nonconfidential basis

from a source other than the DNCC or its representatives, (c) which has been independently

developed by City without using Confidential Information and without violating any of your
obligations under this Agreement, (d) which the DNCC and City agree in writing from time to
time to disclose, or (e) any written dociunents or materials that have not been marked

"Confidential" by the DNCC prior to disclosure to the City.


14.17 Right to Know Law. The parties to this Agreement acknowledge that City is a
public "local agency" under and subject to the Commonwealth of Pennsylvania's Right to Know
Act (the "Act"), 65 P.S. 67.101 et seq. City will notify the DNCC of City's receipt of a request
20
24216-0005/LEGAL12.^01869.S. 1

for any record that has been provided to it by the DNCC in connection with the Services

provided hereunder and that has been marked "Confidential" by the DNCC. Thereafter, City wil
use reasonable efforts to consult with the DNCC regarding the response to such request prior to
disclosing any such information and, to the extent reasonably practicable, will give the DNCC

the opportunity to identify information that the DNCC believes to be confidential proprietary
information, a trade secret, or otherwise exempt from access under Section 708 of the

Act. Notwithstanding anything to the contrary contained in this Agreement, nothing in this
Agreement is intended to supersede, modify, or diminish in any respect whatsoever any of City's
rights, obligations, and defenses under the Act, nor will City be held liable for any disclosure of
records, including information, that City determines, in its sole discretion, is a public record
subject to disclosure under the Act. For the avoidance of doubt, to the extent the provisions of
this paragraph conflict with other provisions of this Agreement, the provisions of this paragraDh
shall prevail.

14.18 Other Law or Legal Process. In the event that City is otherwise requested or
required by law, regulation, regulatory agency or other competent judicial or governmental order
to disclose any Confidential Information, City will provide the DNCC with prompt notice (to the
extent permitted by law) of such request or requirement and not interfere with the DNCC in its

efforts, if any, to seek an appropriate protective order. If, failing the entry of a protective order.

City is, in the opinion of City's counsel, compelled to disclose Confidential Information, City
may disclose that portion of the Confidential Information that such counsel advises that City is
legally required to disclose and shall, upon request and at the expense of the DNCC, not interfere

with DNCC in its efforts to obtain a protective order or other reliable assurance that confidential

treatment will be accorded to that portion of the Confidential Information that is being disclosed.
14.19 No Other Convention. The City agrees that it will not host any other national

political party convention in the year 2016 and wil end all negotiations that may be in progress
with any other national political party upon the execution of this Agreement.

[Signature pages follow^

21
24216-0005/LtG AL125018695.1

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on their
behalf as of the date of this Agreement.

CITY OF PHILADELPHIA Approved as to form


Shelley R. Smith, City Solicitor

By-

Per:
Michael A.

Nutter,

Mayor

Senior Attorney

PHILADELPHIA 2016 HOST COMMITTEE

By:
Edward G. Rendell, President

PENNSYLVANIA CONVENTION CENTER AUTHORITY

By:__
John J. McNichol, President & CEO

2016 DEMOCRATIC NATIONAL CONVENTION COMMITTEE, INC.

By:

Congresswoman Debbie Wasserman Schultz


Chair, Democratic National Committee

By:

Amy K. Dacey

President, 2016 Democratic National Convention Committee, Inc.

24216-0005/LEG AL125018695.1

Exhibit A

Special Event Venues

African American Art Museum


Atwater Kent Museum
Belmont Mansion

City Hall
o Mayor's Reception Hall
o Conversation Hall
o The Marian Anderson Recreation Center
Dilworth Plaza

Franklin Square
Gustine Lake
Lemon Hill

Lloyd Hall
Martin Luther King Center
Mount Pleasant Mansion
Mummers Museum

Philadelphia Museum of Art


P l e a s e To u c h M u s e u m
Rodin Museum

Strawberry Hill Mansion


The Carousel House
The Dell Music Center
The Horticultural Center
The Mann Music Center

The Philadelphia Zoo


Ve n i c e I s l a n d

24216-0005/LEGAL125018695 I

Exhibit B
Convention Licensed Premises

24216-0005/LEGAL125018695.I

Exhibit C

(a) In accordance with Chapter 17-400 of The Code, the Non-City Parties agree that their
payment or reimbursement of membership fees or other expenses associated with participation
by their employees in an exclusionary private organization, insofar as such participation confers

an employment advantage or constitutes or results in discrimination with regard to hiring, tenure


of employment, promotions, terms, privileges or conditions of employment on the basis of race,
color, sex, sexual orientation, religion, national origin or ancestry, constitutes a substantial
breach of this Agreement entitling the City to all rights and remedies provided in this Agreement
or otherwise available at law or in equity.

(b) The Non-City Parties agree to cooperate with the Commission on Human Relations of
the City in any manner which the Commission deems reasonable and necessary for the
Commission to carry out its responsibilities under Chapter 17-400 of The Code. The Non-City's

Parties failure to so cooperate shall constitute a substantial breach of this Agreement entitling the
City to all rights and remedies provided in this Agreement or otherwise available at law or in
equity.
2.

Omitted

3. Northern Ireland. In accordance with Section 17-104 of The Code, the Non-City

Parties (including any parent company, subsidiary, exclusive distributor or company affiliated
with the Non-City Parties) (1) confirm that tliey do not have, and agree that they will not have at
any time during the Term of this Agreement (including any extensions of the Term), any
investments, licenses, franchises, management agreements or operations in Northern Ireland and
(2) agree that no product to be provided to the City under this Agreement will originate in

Northern Ireland, unless the Non-City Parties have implemented the fair employment principles
embodied in the MacBride Principles.
4. Business, Corporate and Slaverv Era Insurance Disclosure.

(a) In accordance with Section 17-104 of The Code, the Non-City Parties, after execution
of this Agreement, will complete an affidavit certifying and representing that the Non-City
Parties (including any parent company, subsidiary, exclusive distributor or company affiliated
with the Non-City Parties) have searched any and all of their records or any predecessor
company regarding records of investments or profits from slavery or slaveholder insurance
policies during the slavery era. The names of any slaves or slaveholders described in those
records must be disclosed in the affidavit.

(b) The Non-City Parties expressly understand and agree that any false certification or

representation in connection with this Section and/or any failure to comply with the provisions of
this Section shall constitute a substantial breach of this Agreement entitling the City to all rights
and remedies provided in this Agreement or otherwise available in law (including, but not
limited to, Section 17-104 of The Code) or equity and the Agreement will be deemed voidable.

In addition, it is understood that false certification or representation is subject to prosecution


2A216^005/LEG A L125018695 1

under Title 18 Pa. C.S. Section 4904.


5. Protected Health Information.

(a) The City of Philadelphia is a "Covered Entity" as defined in the regulations issued
pursuant to the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA").

The City's business activities include both (1) functions which make the City a Covered Entity,
and, therefore, subject to HIPAA, and (2) functions that are not subject to HIPAA. In accordance

with 45 CFR 164.105 (a)(2)(iii)(D), the City has designated certain departments and units of the
City as health care components that must comply with HIPAA ("Covered Components"). The
Covered Components of the City as of August 1, 2013 include: Ambulatory Health Services, a
unit of the Philadelphia Department of Public Health ("PDPH"); the Office of Behavioral Health

and Intellectual disability Services; the Philadelphia Nursing Home (a unit of PDPH); the
Benefits Administration Unit of the Office of Human Resources; Emergency Medical Services (a
unit of the Philadelphia Fire Department); and the Philadelphia Public Health Laboratory (a unit
of PDPH). This list is subject to change, and any department or unit of the City that the City in
the future determines to be a Covered Component under HIPAA shall be deemed to be a

Covered Component for purposes of this Section 14.9


(b) To the extent (1) this Agreement is entered into by the City for or on behalf of a
Covered Component and/or requires the performance of services that will be delivered to or by a

Covered Component (whether or not the City department or unit through which the City entered
the Agreement is a Covered Component), and (2) the Non-City Parties are a "Business

Associate" of the City, as defined in 45 CFR 160.103, the Non-City Parties shall comply with
the City's Terms and Conditions Relating to Protected Health Information ("City PHI Terms")
posted on the City's website (at httDs://secure.phila.gQv/eContract/ under the "About" link). The
City PHI Terms are hereby incorporated in this Section as if fully set forth herein.
6. Chapter 17-1300 of The Philadelnhia Code; Philadelphia 21st Centun' Minimum

Wage and Benefits Standard. If the Non-City Parties and any of their subcontractors are

"Employers," as that term is defined in Section 17-1302 (more than 5 employees), and further
described in Section 17-1303 of The Code, then absent a waiver, the Non-City Parties shall
provide, and shall enter into Subcontracts and otherwise cause any subcontractors at any tier to
provide, their respective covered employees (persons who perform work for a covered employer
that arises directly out of a service contract), with at least the minimum wage standard and
minimum benefits standard, and required notice thereof, stated in federal and state law and in
Chapter 17-1300 of The Code.
7 . E x e c u t i v e O r d e r 0 3 - 11 : G i f t s .

(a) Pursuant to Executive Order 03-11, no official or employee in the Executive and

Administrative Branch of the City shall solicit or accept, directly or indirectly, anything of value,
including any gift, gratuity, favor, entertainment, invitation, food, drink or loan, unless

consideration of equal or greater value is conveyed in return, from any of the following sources:

(1) A person seeking to obtain business from, or who has financial

242I6-0005/LEGALI250I8695 1

relations with the City;

(2) A person whose operations or activities are regulated or inspected by


any City agency;

(3) A person engaged, either as principal or attorney, in proceedings

before any City agency or in court proceedings in which the City is an adverse party;

(4) A person seeking legislative or administrative action by the City; or


(5) A person whose interests may be substantially affected by the
performance or nonperformance of the official's or employee's official duties.
(b) The Non-City Parties understand and agree that if they offer anything of value to a
City official or employee under circumstances where the receipt of such item would violate the
provisions of this Executive Order, The Non-City Parties shall be subject to sanctions with
respect to future City contracts. Such sanctions may range from disqualification from
participation in a particular contract to debarment, depending on the nature of the violation.
8 . E x e c u t i v e O r d e r 0 3 - 1 2 : M i n o r i t y, W o m a n a n d D i s a b l e d B u s i n e s s E n t e r p r i s e

Participation. In furtherance of the objectives contained in Mayoral Executive Order 03-12 and

Chapter 17-1600 of The Philadelphia Code, the Non-City Parties agree to cooperate with the

City's Office of Economic Opportunity ("OEO") in advancing contracting opportunities for


minority business enterprises ("MBE"), women business enterprises ("WBE") and other diverse
businesses (collectively, "diverse businesses") in connection with the 2016 Democratic National
Convention ("DNC Convention").

The Non-City Parties agree to exercise their "Best and Good Faith Efforts" to maximize the

inclusion of diverse businesses in DNC Convention related contracts awarded by the Non-City
Parties. "Best and Good Faith Efforts" shall mean those efforts, the scope, intensity and
appropriateness of which are taken to achieve meaningful and representative opportunities for
participation by MBEs, WBEs and diverse businesses. The Non-City Parties, agree to make Best
and Good Faith Efforts to achieve this goal in its contracting activities related to the DNC
Convention. In addition, the Non-City Parties agree to foster workforce diversity on any
construction projects related to the DNC Convention comparable to the levels of minority and
female tradespersons employed on City construction projects of similar size and scope.
The Non-City Parties will effectuate their agreement to the foregoing by developing an
Economic Opportunity Plan ("EOP") describing the available contracting opportunities, methods
of diverse business solicitation and mechanism for reporting contract awards and payments to
MBEs, WBEs and other diverse businesses. Notwithstanding any agreement to confidentiality,
the Non-City Parties agree that the EOP shall be subject to public disclosure for the purpose of
the timely marketing of available business opportunities to the OEO Registry of Certified
Businesses.

24216-0005/LEGA1.I250I869.': I

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on their
behalf as of the date of this Agreement,
CITY OF PHILADELPHIA

Approved as to form
Shelley R. Smith, City Solicitor

By.. .C
Michael A. Nutter, Mayor

PHILADELPHIA 2016 HOST COMMITTEE

Edward G. Rendell, President

PENNSYLVANIA CONVENTION CENTER AUTHORITY

John J. McNichcn, President & CEO

Seniof Attorney

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on their
behalf as of the date of this Agreement.

PHILAD^HI^016 HOS T COMMITTEE


By:

dr

^ Edward G. Rendell

2016 DEMOCRATIC NATIONAL CONVENTION COMMITTEE, INC.

By:
Congresswoman Debbie Wasserman Schultz
Chair, Democratic National Committee

By:
Amy K. Dacey
President, 2016 Democratic National Convention Committee

59
243I6^05/LEGALI2502I539 I

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on their
behalf as of the date of this Agreemoit

PHILADELPHIA 2016 HOST COMMITTEE

Edward G. Rendell, President

SPECTRUM ARENA LIMITED PARTNERSHIP

Name:
Title: 4At -

2016 DEMOCRATIC NATIONAL CONVENTION COMMITTEE, INC.

Congresswoman D^ble Wasserman Schultz


Cbair, Democratic National Committee

Amy K. Dacey

President, 2016 Democratic National Convention Committee, Inc.

24216^5A^GALI25023898J