HomeMy WebLinkAboutItem 7.1 AGMT Good Times Promo (2)
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CITY CLERK
File # D~[(1][Q]-[J][Q]
AGENDA STATEMENT
CITY COUNCil MEETING DATE: May 4, 1999
SUBJECT:
Agreement with GoodTimes Promotions for Dublin Pasta Festival
Report Prepared by: Diane Lowart, Parks and Community Services
Director
ATTACHMENTS:
1.
2.
Agreement with GoodTimes Promotions, Inc.
Budget Change Form
RECOMMENDATION: 1.
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Approve Agreement and Authorize Mayor to Execute Same
Approve Budget Change Form
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FINANCIAL STATEMENT:
The costs associated with the 1999 Pasta Festival are as follows:
Estimated Revenue
Estimated Expenditures
Net Cost
FY 98/99
$20,800
$15.385
($5,415)
FY 99/00
$88,680
$91 J 26
$2,446
TOTAL
$109,480
$106.511
($2,969)
DESCRIPTION: At the April 20, 1999, meeting of the Dublin City Council, the City
Council considered a proposal from GoodTimes Promotions, Inc. (GTP) whereby the City would assume
the ownership of the Pasta Festival and contract out to GTP as the promoter. The Council was in favor of
the proposal and directed Staff to negotiate an agreement with GTP for a $30,000 management fee plus
40% of any profit generated above event costs. The agreement was to have a five year renewal clause and
the City would own the festival name after contracting for three consecutive years with GTP.
Attached in Exhibit A is the draft agreement between the City of Dublin and GoodTimes Promotions, Inc.
The agreement contains a detailed scope of services as well as a payment schedule and general provisions.
As directed by the City Council, the cost to the City for the services of GoodTimes Promotions, Inc. is
$30,000 plus 40% of any net profit from the event, which is the same as the agreement for S1. Patrick's
Day Festival. In addition to the terms specified by the City Council, it is proposed that GoodTimes will
receive a commission of 10% of any monetary sponsorship for the festival. The sponsorship commission
is included in the S1. Patrick's Day agreement and is proposed for the Pasta Festival agreement to
maintain consistency between the two agreements.
The agreement will be reviewed each year for up to a total of five years. If the agreement is terminated
before October 1, 2001, GTP will have the exclusive right to use the name "Dublin Pasta Festival". If the
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G:\PastaFestival\cc54agreement.DOC
COPIES TO: GoodTimes Promotions, Inc.
ITEM NO.-Lj,
agreement is terminated after October 1, 2001, the City shall have the exclusive right to use the name
"Dublin Pasta Festival".
A budget transfer from the Unappropriated General Fund reserves will be needed in order to award the
contract. The budget change form is attached as Exhibit B. .
It is recommended that the City Council take the following action: 1) approve agreement and authorize
Mayor to execute same; and 2) approve the budget change form.
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AGREEMENT BETWEEN CITY OF DUBLIN AND
GOODTIMES PROMOTIONS, INC.
FOR EVENT PRODUCTION SERVICES
1999 DUBLIN PASTA FESTIVAL
THIS AGREEMENT is made at Dublin, California, as of May 4, 1999, by and between the
CITY OF DUBLIN, a municipal corporation ("CITY"), and GOODTIMES PROMOTIONS, INC.,
("CONTRACTOR"), who agree as follows:
1. SERVICES. Subject to the terms and conditions set forth in this Agreement,
CONTRACTOR shall produce a festival to be called the "Dublin Pasta Festival" at the times and
subject to the provisions described in Exhibit A. The festival in 1999 shall be held on September 11
and 12, 1999. The festival in following years shall be held on dates designated by the City Council, no
later than March 1 of each year.
2. PAYMENT. CITY shall pay CONTRACTOR for services rendered pursuant to this
Agreement at the time and in the manner set forth in Exhibit B. The payments specified in Exhibit B
shall be the only payments to be made to CONTRACTOR for services rendered pursuant to this
Agreement. CONTRACTOR shall submit all billings for said services to CITY in the manner specified
in Exhibit B; or, if no manner be specified in Exhibit B, then according to the usual and customary
procedures and practices which CONTRACTOR uses for billing clients similar to CITY.
3. TERM OF AGREEMENT. The term of this agreement begins on May 4, 1999, and shall
continue in full force and effect thereafter for a period of six (6) months. The agreement shall be
reviewed each year and may be renewed on or about November 1 of each year, for up to a total of five
(5) years. Consideration may be given to an annual adjustment of the management fee (see Exhibit B),
provided the services performed are satisfactory. Said adjustment will be subject to written amendment
of this agreement that requires approval by the City Council.
4. FACILITIES AND EQUIP:MENT. Except as set forth in Exhibit C, CONTRACTOR
shall, at its sole cost and expense, furnish all facilities and equipment which may be required for
furnishing services pursuant to this Agreement. CITY shall furnish to CONTRACTOR only the
facilities and equipment listed in Exhibit C according to the terms and conditions set forth in Exhibit C.
5. GENERAL PROVISIONS. The general provisions set forth in Exhibit D are part of this
Agreement. In the event of any inconsistency between said general provisions and any other terms or
conditions of this Agreement, the other term or condition shall control insofar as it is inconsistent with
the general provisions.
6. EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference
incorporated herein.
7. CONTRACT ADMINISTRATION. This Agreement shall be administered by the
CITY'S Parks and Community Services Director ("Administrator"). All correspondence shall be
directed to or through the Administrator or his or her designee.
Agreement
Page 1 of2
A TT ACHMENT 1
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8. NOTICES.
Any written notice to CONTRACTOR shall be sent to:
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Mike Nohr, President
GoodTimes Promotions, Inc.
6451 Scarlett Court
Dublin, CA 94568
Any written notice to CITY shall be sent to:
Ms. Diane Lowart, Parks and Community Services Director
City of Dublin
P.O. Box 2340
Dublin, CA 94568
Executed as of the day first above stated:
CITY OF DUBLIN, a municipal
Corporation
By
"CITY"
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Attest:
City Clerk
By
"CONTRACTOR"
Approved as to form:
City Attorney
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Agreement
Page 2 of2
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1.
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b)
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Exhibit A
Page 1 of4
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EXHIBIT A
SCOPE OF SERVICES
PROMOTION AND PRODUCTION BY CONTRACTOR. CONTRACTOR shall create,
plan, organize, manage, publicize, promote and otherwise produce Festival as follows:
a)
Event Management and Logistics
i) Provide CITY with an organizational timeline within 15 days of the starting date
of the agreement each year.
ii) Prepare and file applications for and facilitate issuance of required permits
including but not limited to street closing, use of public facilities or parks,
alcoholic beverage sales, and sound permits.
iii) Negotiate and coordinate necessary contracts on behalf of the CITY for use of
private property for festival area and event parking.
iv) Attend City Council, Commission and Committee meetings as necessary.
v) Design and prepare a plan which displays the layout, public ingress and egress,
pedestrian traffic flow, location of arts and crafts booths, food and beverage sale
areas, garden cafes, restroom facilities, management booths, and first aid and
information stations.
vi) Contract adult, family and children's entertainment for two stages.
vii) Coordinate with Police and Fire Departments to provide necessary reserve
officers and bicycle paramedics for the Festival, and to provide radio
communication.
viii) Design distinctive poster artwork and logos and purchase and sell commemorative
products such as posters and tee-shirts.
ix) Design signage for event identifying major attractions, entertainment, parking,
handicapped parking, restrooms, and First Aid.
x) Develop and implement a parking and transportation plan including but not
limited to designated event parking, handicapped parking, and shuttles from
BART to the festival site if possible. Provide plan to CITY for approval no later
than 60 days prior to the event each year.
xi) Coordinate advance contact with businesses and property owners impacted by
street and/or parking lot closures. This contact shall include but not be limited to
a mailing no later than 90 days prior to the event each year.
xii) Provide sanitation facilities, including but not limited to trash cans, dumpsters,
waste water storage and portable lavatories; supervise maintenance staff.
xiii) Provide cleanup services during Festival, including trash pickup and broom
sweeping of sidewalks and streets, such that the sidewalks and streets shall be left
in substantially the same condition as they were prior to the beginning of Festival.
Arrange with Public Works Department for street sweeping of the festival and
parking sites following the event.
xiv) Provide on-site supervisors to coordinate and oversee exhibitor move-in and
move-out, respond to questions from participants and public, and coordinate
response to emergency situations.
xv) Retain overnight security on the Festival site for the purpose of overseeing the
storage and maintenance of booths, equipment and supplies.
Budget and Financial Guidelines
i) ~ Produce the 1999 festival within the event budget as shown below, and within the
event budget approved by the City Council for festivals in subsequent years.
Exhibit A
Page 2 of4
iv)
v)
vi)
1999 EVENT BUDGET
REVENUE
Booth Sales 1 Food Carts
Children's Attractions
Sponsorships
T-Shirt Sales
Beverage Sales
TOTAL REVENUE
1/ tV /5
$41,300
$1,000
$19,000
$3,000
$45,180
$109,480
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LESS: DIRECT FESTIVAL EXPEI\1])ITURES
Postage
Operating Supplies
Advertising
Printing & Binding
Equipment Rental
Contract Services
Sponsorship Commissions (10% per Exhibit B, #4)
City Support Services (Police, Fire, Public Works Staff)
TOTAL DIRECT FESTIVAL EXPENDITURES
$619
$16,250
$12,500
$210
$14,683
$48,919
$1,900
$9,450
$104,531
NET PROFIT (LOSS)
$4,949
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CONTRACTOR'S COMMISSION ON PROFIT (40%)
$1,980
ii)
Any changes to the event budget expenditures as shown in Exhibit B(i) above,
must be approved in writing in advance by the CITY and CONTRACTOR. In the
event that revenues are projected to be lower than the budget in Section bCi)
above, CONTRACTOR shall cooperatively work with CITY to identify
adjustments to expenditures that would preclude any increase in the projected net
loss as shown in Section b(i) above.
Collect all revenue listed in festival budget and make timely deposit to CITY.
Make payment for expenditures listed in festival budget, including alcoholic
beverages, and submit invoice to CITY with receipts attached for reimbursement
on a monthly basis. If CONTRACTOR requires payment from CITY for
expenditures listed in the festival budget, excluding alcoholic beverages, then
CONTRACTOR shall submit request to CITY a minimum of 21 days prior to the
date payment will be needed. CITY shall be responsible for paying for City
Support Services. CONTRACTOR shall maintain adequate records of all receipts
and invoices associated with services accounted for as part of the event budget.
Respond to and coordinate all inquiries related to goods and services purchased
by CONTRACTOR and/or payments made by participants or sponsors, both prior
to and subsequent to the event.
Prepare a monthly financial report for CITY showing revenues received and
expenses paid, comparing the actual amount versus the budget.
Prepare a final financial statement within 45 days following the festival. .
iii)
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c)
Advertising and Promotions
i) CONTRACTOR shall use their best efforts to advertise, publicize, and otherwise
promote the Festival which efforts may include the following:
a) provide CITY with advertising and marketing plan 90 days prior to the
event each year.
b) draft and distribute media press releases to local newspaper, television,
and radio;
c) design and produce promotional materials such as posters, advertisements,
flyers, and banners;
d) solicit and contract with corporate and media sponsors;
e) invite, solicit, or contract with public figures, celebrities for purposes
which may include promotional personal appearances during Festival; and
f) provide CITY with event information for publication in the CITY'S Fall
Activity Guide and Web Page no later than July 9, 1999, for the 1999
festival and not later than July 1 in each subsequent year..
d) Sponsorships
i) Develop sponsorship packages to solicit cash contributions to underwrite
expenses for the Festival. CONTRACTOR shall receive a commission of 10% of
any monetary sponsorship for the Festival. This shall not include any in-kind
donation of products or services. The entire cash contribution shall be considered
Festival revenue and the CONTRACTOR'S commission shall be considered an
expense, which shall be included in the calculation of net profit for the festival.
ii) CONTRACTOR shall provide a monthly accounting of all sponsorships received
as well as a narrative explanation of any pending requests.
e)
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Artists, Vendors and Booth Sales
i) Solicit and lease space to exhibitors, craft persons, artists, and vendors for
children's attractions.
ii) Give priority to Dublin businesses and non-profit organizations for space,
provided they apply by June 15.
iii) Secure a certificate of insurance from vendors as deemed necessary by CITY.
iv) Coordinate distribution of any necessary licensing forms required for vendors and
monitor compliance as required by local and state laws including but not limited
to a California resale license.
f) Equipment Rental
i) Coordinate rental of equipment for the event including but not limited to:
a) tents, stages, sound systems and chairs for entertainment areas;
b) tents, tables and chairs for beer and wine tasting area;
c) generators and related equipment as necessary;
d) portable radios as needed;
e) golf carts for transportation within the festival site; and
f) other equipment deemed necessary by CONTRACTOR and approved by
CITY.
ii) Supervise rental company during set-up and take-down of equipment.
g) Volunteer Festival Workers
i) Develop a list of available volunteer positions.
ii) Recruit, train and supervise non-profit organizations to provide festival workers,
giving priority to Dublin organizations, provided they apply by June 15.
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Exhibit A
Page 3014
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b'V../.
h) Management of Food and Beverage Booths
i) Design and coordinate food and beverage booths, eating areas, and beer garden
cafes, arrange food and beverage services, contract concessionaires and hire staff.
ii) Manage and operate all beer, wine and alcohol sales booths at the Festival .
including: design and set up booths and cafes; order paper and glass supplies;
estimate and order wine, beer and alcohol; oversee delivery of wine, beer and
alcohol; recruit a non-profit beneficiary; staff booths; provide security; provide
janitorial service; and breakdown booths and cafes at end of Festival.
iii) CONTRACTOR shall coordinate and assist with the collection of all receipts
from beverage sales and tabulate sales.
iv) The Beer & Wine revenues and related expenses shall be included in the Festival
final accounting for the purpose of computing net profit or loss.
v) The non-profit beneficiary shall provide a supervising member to be present at all
times during the Festival for oversight and consultation regarding beer, wine and
alcohol sales.
vi) Non-profit beneficiary, or CONTRACTOR as its agent, shall pay for beer, wine
and alcohol upon delivery or upon inventory and accounting, according to the
terms of the purchase order from the distributor.
2. METHOD OF PERFORMING SERVICES. CONTRACTOR shall, in CO~lRACTOR'S
sole and absolute discretion, determine the method, manner, details, and means of performing
any and all of CONTRACTOR'S obligations as provided for herein. CONTRACTOR shall
consult with CITY on a regular basis to review work and provide input.
3. SERVICES PROVIDED BY CITY. CITY shall support, assist, and cooperate with
CONTRACTOR for the purpose of furthering the production of Festival as follows:
a) CITY shall appoint a Support and Liaison representative to fulfill CITY'S obligations of
cooperation and support in promotion and production of Festival, which shall consult .
with CONTRACTOR from time to time throughout the year.
b) Sign, as applicant, appear in support of CONTRACTOR at hearings, and do all other acts
necessary to obtain required and desired permits.
c) Cooperate as necessary and desirable to promote Festival including, but not limited to,
making local or media presentations, exhibiting posters in City facilities, distributing
flyers and posters. CITY shall not independently issue press releases, make
representations to the public or in any media presentation, advertise, solicit, or otherwise
promote Festival without prior consent and approval of content of CONTRACTOR.
d) Assist in solicitation of corporate sponsorship and underwriting, and supply mailing
labels of CITY merchants for CONTRACTOR'S use.
b)
CITY'S BENEFITS AND OBLIGATIONS.
a) As consideration to CITY for hosting the Festival, CITY shall receive the following
promotional benefits:
i) Local restaurants and businesses shall be given preference by CONTRACTOR in
selection of food vendors provided that local applications are submitted no later
than June 15, after which date CONTRACTOR may retain such vendors as
CONTRACTOR, in its sole discretion, deems appropriate;
CITY shall have the use of one (1) non-foodlbeverage booth space for
information distribution and/or souvenir sales without cost to CITY, the location
of which shall be agreed upon in advance by CONTRACTOR and CITY; and
CITY will pay any agreed upon fees or expenses of the Festival, not covered in this
Agreement and as agreed upon in writing and in advance, between CONTRACTOR and
CITY, including, for example, but not limited to, rentals of tables and chairs and other
amenities or additions to Festival that CITY wishes to include that are not part
CONTRACTOR'S Festival plan and budget.
ii)
4.
Exhibit A
Page 4014
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EXHIBIT B
PAYMENT SCHEDULE
1. CITY shall pay CONTRACTOR a management fee of $30,000 (Thirty thousand dollars and no
cents) for services to be performed pursuant to this agreement. Following the signature and approval
of this agreement by both parties, CITY will issue a Notice to Proceed. An initial payment of
$10,000 (Ten thousand dollars and no cents) shall be made within 30 days of issuance of the Notice
to Proceed. For subsequent payments CONSULTANT shall submit invoices, not more often than
once per month, based upon the work completed on each task identified in EXHIBIT A "Scope of
Work". CONTRACTOR shall attach a report of accomplishments related to the CONTRACTOR'S
work plan for the period that the project is proceeding. CITY shall have sole discretion to determine
the amount of any adjustment to the payment request based upon a demonstrated completion of
CONTRACTOR'S scope of work. CITY shall retain 10% of the each payment, which will be
released to CONTRACTOR within 30 days of receiving and approving the final financial statement.
2. In addition to the compensation identified in Section 1, above, CONTRACTOR will receive a
commission of forty percent (40%) of the net profit, as defined below in paragraph 3 derived from
revenue occurring as a result of CONTRACTOR'S concepts, designs, ingenuity, financing,
promotion, administration and production of the festival including but not limited to, arts and crafts
booth participation fees; sale of commemorative items, excepting those commemorative items
purchased by CITY from CONTRACTOR for resale or agreed on in advance as CITY sales and
income; all non-alcoholic beverage sales; all moneys collected from vendors for novelty sales and
food booth participation fees, including, but not limited to percentages; cash and other consideration
from commercial underwriting or sponsorships; contest entry fees; and management fees for
overseeing and operating alcohol beverage booths, cafes and beer gardens for the non-profit
beneficiary as more particularly described in Exhibit A.
3. For purposes of this Article, "Net Profit" shall be defined as the gross receipts from the above
revenue sources less the actual expenses of promotion and production as set forth in Exhibit A.
4. The total sum stated in Section 1 and 2 above, shall be the total that the CITY shall pay for the
services to be rendered by CONTRACTOR pursuant to this Agreement. CITY shall not pay any
additional sum for any expense or cost whatsoever incurred by CONTRACTOR in rendering
services pursuant to this Agreement, except as provided in Exhibit A and B for reimbursable festival
expenditures listed in the festival budget. CONTRACTOR shall have the ability to earn
commissions on sponsorships as defined in Exhibit A (ld)
5. CITY shall make no payment for any extra, further or additional service pursuant to this Agreement
unless such extra service and the price therefor is agreed to in a written Change Order executed by
the City Manager, or other designated official of the CITY, authorized to obligate CITY thereto.
Said Change Order shall be executed prior to the time such extra service is rendered and in no event
shall such change order exceed twenty-five percent (25%) of the initial Contract price stated in
Section 1. In the event the Change Order exceeds this limitation, City Council approval shall be
required.
Exhibit B
Page 1 012
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6. The services to be provided under this Agreement as to the 1999 Dublin Pasta Festival, or any
subsequent Dublin Pasta Festival(s), may be terminated at any point in time in the sole and exclusive
discretion of CITY. In this event, CITY shall compensate the CONTRACTOR for all outstanding .
costs incurred for festival expenditures as of the date of termination. CONTRACTOR shall maintain
adequate logs which may include timesheets in order to verify costs incurred to date. In addition
CITY will pay CONTRACTOR the portion of the management fee attributable to the work
performed through the date of termination. For purposes of this paragraph, the amount of the fee
attributable to the work performed will be based on the tasks completed from the scope of services in
Exhibit A.
7. The CONTRACTOR is not authorized to perform any services or incur any costs whatsoever under
the terms of this Agreement until receipt of a fully executed copy of this Agreement and the Notice
to Proceed.
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Exhibit B
Page 2 0/2
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EXHIBIT C
FACILITIES AND EQillPMENT
CITY shall furnish conference space, as may be reasonably necessary for CONTRACTOR'S use while
consulting with CITY employees and reviewing records and the information in possession of CITY.
The location, quantity, and time of furnishing said physical facilities shall be in the sole discretion of
CITY. In no event shall CITY be obligated to furnish any facility which may involve incurring any
direct expense, including, but not limiting the generality of this exclusion, long-distance telephone or
other communication charges, vehicles, and reproduction facilities.
Exhibit C
Page 1 of 1
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EXHIBIT D
GENERAL PROVISIONS
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1. DATES OF FESTIVAL. Festival shall be held on Saturday, September 11,1999, between the
hours of 11:00 A.M. and 8:00 P.M., and Sunday, September 12, 1999, between the hours of 11:00 A.M.
and 6:00 P.M., or as close there to as practical or permissible. The festival in succeeding years, if the
agreement is renewed, shall be on dates selected upon renewal. CONTRACTOR shall have the right, in
consultation with CITY, to change the dates or hours for Festival for any reason, including but not
limited to availability of any necessary permits and existence of competing events.
') INDEPENDENT CONTRACTOR. At all times during the term of this Agreement,
CONTRACTOR shall be an independent Contractor and shall not be an employee of CITY. CITY shall
have the right to control CONTRACTOR only insofar as the results of CONTRACTOR'S services
rendered pursuant to this Agreement; however, CITY shall not have the right to control the means by
which CONTRACTOR accomplishes services rendered pursuant to this Agreement.
3. LICENSES; PERMITS; ETC. CONTRACTOR represents and warrants to CITY that he has
all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for
CONTRACTOR to practice his profession. CONTRACTOR represents and warrants to CITY that
CONTRACTOR shall, at his sole cost and expense, keep in effect at all times during the term of this
Agreement any licenses, permits, and approvals which are legally required for CONTRACTOR to
practice his profession.
4. TIME. CONTRACTOR shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary for satisfactory performance of CONTRACTOR'S
obligations pursuant to this Agreement.
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5. INSURANCE REQUIREMENTS. CONTRACTOR shall procure and maintain for the
duration of the contract insurance against claims for injuries to persons or damages to property which
may arise from or in connection with the performance of the work hereunder by the CONTRACTOR,
his agents, representatives, employees or Subcontractors.
(a) Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Insurance Services Office form number GL 0002 (Ed. 1/73) covering
comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad
Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability
coverage ("occurrence" form CG 0001).
2. Insurance Services Office form number CA 0001 (Ed. 1/78) covering Automobile
Liability, code 1 "any auto" and endorsement CA 0025.
3. Workers' Compensation insurance as required by the Labor Code of the State of
California and Employers Liability Insurance.
Exhibit D
Page 1 of5
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Minimum Limits of Insurance. Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily
injury, personal injury and property damage. If commercial General Liability Insurance or other form
with a general aggregate limit is used, either the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily
injury and property damage.
3. Workers' Compensation and Employers Liability: Workers' compensation limits
as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000
per accident.
(c) Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must
be declared to and approved by the CITY. At the option of the CITY, either the insurer shall
reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials
and employees; or the CONTRACTOR shall procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
(d) Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the
following provisions:
1.
(b)
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General Liability and Automobile Liability Coverages.
a. The CITY, its officers, officials, employees and volunteers are to be
covered as insured as respects: liability arising out of activities performed by or on behalf of the
CONTRACTOR; products and completed operations of the CONTRACTOR, premises owned, occupied
or used by the CONTRACTOR, or automobiles owned, leased, hired or borrowed by the
CONTRACTOR. The coverage shall contain no special limitations the scope of the protection afforded
to the CITY, its officers, officials, employees and volunteers.
b. The CONTRACTOR'S insurance coverage shall be primary insurance as
respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insurance
maintained by the CITY, its officers, officials, employees or volunteers shall be excess of the
CONTRACTOR'S insurance and shall not contribute with it.
c. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the CITY, its officers, officials, employees or volunteers.
d. The CONTRACTOR'S insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
2. Worker's Compensation and Employees Liability Coverage.
The insurer shall agree to waive all rights of subrogation against the CITY, its
officers, officials, employees and volunteers for losses arising from work performed by the
CONTRACTOR for the CITY. .
3. Professional Liability.
CONTRACTOR shall carry professional liability insurance in an amount deemed
by the CITY to adequately protect the CONTRACTOR against liability caused by negligent acts, errors
or omissions on the part of the CONTRACTOR in the course of performance of the services specified in
this Agreement.
4.
All Coverages.
Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits
except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been
given to the CITY.
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Exhibit D
Page 2 of5
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(e) Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of
no less than A: VIT.
(t) Verification of Coverage. CONTRACTOR shall furnish CITY with certificates of .
insurance and with original endorsements effecting coverage required by this clause. The certificates
and endorsements for each insurance policy are to be signed by a person authorized by that insurer to
bind coverage on its behalf. The certificates and endorsements are to be received and approved by the
CITY before work commences. The CITY reserves the right to require complete, certified copies of all
required insurance policies, at any time.
(g) Subcontractors. CONTRACTOR shall include all Subcontractors as insured under its
policies or shall furnish separate certificates and endorsements for each Subcontractor. All coverages
for Subcontractors shall be subject to all of the requirements stated herein.
(h) The Risk Manager of CITY may approve a variation in those insurance requirements
upon a determination that the coverages, scope, limits and forms of such insurance are either not
commercially available or that the City's interests are otherwise fully protected.
6. CONTRACTOR NO AGENT. Except as CITY may specify in writing, CONTRACTOR shall
have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent.
CONTRACTOR shall have no authority, express or implied, pursuant to this Agreement to bind CITY
to any obligation whatsoever.
7. ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation
pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant
to this Agreement shall be void and of no effect.
8. PERSONNEL. CONTRACTOR shall assign only competent personnel to perform .
services pursuant to this Agreement. In the event that CITY, in its sole discretion, at any time during the
term of this Agreement, desires the removal of any such persons, CONTRACTOR shall, immediately
upon receiving notice from CITY of such desire of CITY, cause the removal of such person or persons.
9. STANDARD OF PERFORMANCE. CONTRACTOR shall perform all services required
pursuant to this Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which CONTRACTOR is engaged in the geographical area in which
CONTRACTOR practices his profession. All instruments of service of whatsoever nature which
CONTRACTOR delivers to CITY pursuant to this Agreement shall be prepared in a substantial, first
class and workmanlike manner and conform to the standards of quality normally observed by a person
practicing in CONTRACTOR'S profession.
10. HOLD HARMLESS AND RESPONSIBILITY OF CONTRACTOR. CONTRACTOR shall
take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting to
him, to any Subcontractor, to the City, to City officers and employees, or to parties designated by the
City, on account of the performance or character of the work, unforeseen difficulties, accidents,
occurrences or other causes predicated on active or passive negligence of the CONTRACTOR or of any
Subcontractor. CONTRACTOR shall indemnify, defend and hold harmless the City, its officers,
officials, directors, employees and agents from and against loss, liability, expense, claim, costs
(including costs of defense), suits, and damages of every kind, nature and description directly arising
from the performance of the work.
.
Exhibit D
Page 3 015
/3 ~ /5
.
The City agrees to indemnify, defend and hold harmless CONTRACTOR, its employees,
subcontractors, and agents from any and all claims, loss, liability, damage and expense arising from any
act or omission of the City, whether intentional or negligent, including a breach or violation of the City's
warranties or responsibilities as provided in this Agreement. This paragraph shall not be construed to
exempt the City, its employees and officers from its own fraud, willful injury or violation of law
whether willful or negligent. For purposes of Section 2782 of the Civil Code the parties hereto
recognize and agree that this agreement is not a construction contract. By execution of this agreement.
CONTRACTOR acknowledges and agrees that he has read and understands the provisions hereof and
that this paragraph is a material element of consideration. Approval of the insurance contracts does not
relieve the CONTRACTOR or Subcontractors from liability under this paragraph.
11. GOVERNJ\1ENTAL REGULATIONS. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, CONTRACTOR shall comply with all applicable
rules and regulations to which CITY is bound by the terms of such fiscal assistance program.
12. DOCUMENTS. All reports, data, maps, models, charts, studies, surveys, photographs,
memoranda or other written documents or materials prepared by CONTRACTOR pursuant to this
Agreement shall become the property of the CITY upon _ completion of the work to be performed
hereunder or upon termination of the Agreement.
.
13. CANCEIL<\TION BY COI'lTRAcroR FOR IMPRACTICABILITY OF PERFORMA..NCE. In the
event that there are insufficient registered participants or if the cost of any required permit, insurance,
fee, or service is such that production of Festival in any given year is deemed by CONTRACTOR, in
CO.!\TTRACTOR'S sole and absolute discretion, to be economically unfeasible and cost ineffective,
CONIRACTOR may cancel production of Festival for that year by giving written notice to City
pursuant to the terms of the Article herein entitled "Notices", not later than sixty (60) days prior to the
date scheduled for Festival. In the event of cancellation under the terms of this paragraph, City shall
compensate CONTRACTOR as set forth in Exhibit B, paragraph 6. Cancellation of Festival pursuant to
the terms of this Article shall not otherwise affect the rights or obligations of the parties pursuant to the
terms of this Agreement including, but not limited to CONTRACTOR'S right to produce Festival in
following years.
14. TERMINA TION BY CONTRACTOR FOR IMPOSSIBILITY OF PERFORMANCE. In
the event of any legislative or regulatory change or determination whether federal, state, or local which
has or would have a materially adverse impact on the promotion or production of Festival, or in the
event that performance by any party of any term, covenant, condition or provision of the Agreement
should for any reason be in violation of any statute, regulation, or otherwise be illegal or impossible to
perform, CONTRACTOR shall have the right to terminate this. Agreement by giving written notice of
termination to City pursuant to the terms of the Article herein entitled "Notices". In the event of
termination under the terms of this paragraph, City shall compensate CONTRACTOR as set forth in
Exhibit B, paragraph 6..
15. TER.\1lNATION BY CONTRACTOR FOR DEFAULT OF CITY. Should City materially
default in the performance of this Agreement or materially breach any of its provisions, and such default
is not cured as provided in this Article, CONTRACTOR, at CONTRACTOR'S option, may terminate
this Agreement by giving written notice to City as provided in this Article and the Article entitled
"Notices", but only in the manner provided in this Article. If CONTRACTOR believes that City is not
carrying out the terms of this Agreement, CONTRACTOR shall give City notice in writing specifying in
detail the nature of the default or breach of this Agreement and in what respect this Agreement is not
being carried out. City shall not be in default of this Agreement or breach of any of its provisions if City
shall cure such default or breach within ten (10) days after notice has been received by City, or
immediately if it is an emergency. If any default or breach cannot be reasonably cured within ten (10)
.
Exhibit D
Page 4 015
Ie( ~ 15
days after notice has been received by City, City shall not be in default of this Agreement if City
commences to cure the default within the ten-day period and diligently and in good faith continues to
cure the default. In the event of termination under the terms of this paragraph, CITY shall compensate .
CONTRACTOR as set forth in Exhibit B, paragraph 6.
16. DUBLIN PASTA FESTIVAL NAME. In the event that this Agreement is terminated for any
reason before October 1,2001, CONTRACTOR shall have the exclusive right to use the name "Dublin
Pasta Festival" and CITY agrees not to produce, sponsor, support or otherwise participate in a festival or
event which is called a "Pasta Festival". In the event that this Agreement is terminated for any reason
after October 1, 2001, CITY shall have the exclusive right to use the name "Dublin Pasta Festival" and
CONTRACTOR agrees not to produce, sponsor, support or otherwise participate in a festival or event
which is called a "Pasta Festival".
-17. NON-COMPETITION. During the term of this agreement, CONTRACTOR agrees not to
produce, sponsor, support or otherwise participate in a festival or event in the City of Dublin or in the
Tri- Valley area (including the cities of Danville, Livermore, Pleasanton and San Ramon) which is called
a "Pasta Festival".
.
.
Exhibit D
Page 5 015
.
.
.
CITY OF DUBLIN
BUDGETCHANGEFO~1
/5 e7f
/5
CHANGE FORM #
New Appropriations (City Council Approval Required):
Budget Transfers:
X From Unappropriated Reserves From Budgeted Contingent Reserve (1080-799.000)
Within Same Department Activity
From New Revenues Between Departments (City Council Approval Required)
Other
r~DECREASEBUI>GE1FKCCOUN'F~Jf~iii~AM6UNrk'i!;,m.rINCREASE"BUDGEn:ACCOUNn~~lttAMOUNn11r~~
Name: Name: Charge for Services - Special Events $20,800
Account #: Account #: 001-1000-565-012
Name: Name: Postage - Special Events $500
Account #: Account #: 001-8070-711-000
Name: Name: Operating Supplies - Special Events $900
Account #: Account #: 001-8070-713-000
Name: Name: Advertising $1.050
Account #: Account #: 001-8070-715-000
Name: Name: Printing & Binding - Special Events $185
Account #: Account #: 001-8070-716-000
Name: Name: Contract Services - Special Events $12,750
Account #: Account #: 001-8070-740-000
City Manager:
Date:
Signature
REASON FOR BUDGET CHANGE ENTRY: Costs associated with City sponsorship of 1999 Dublin Pasta
Festival.
",... " - ..-......~ '.', '~: ....,..'~:'''''':'~-';.;.,..:'''.~~':::~..-~'''''"7:':::,:'.,.'f,,!''::'~ '....-."m~.~r"""'C',''!''t:?,.'''T''''O:c:'''7''\\''''';~fS.:''?''':~''"''''<''':.:'''':"'7":"'''''':~~:T''-~''~-'''')' P,,",' ._'" "''''''''"'~''''.r~''':'':-','~'>>'' :":",-,..,.. .,' 'M, f'''~-'''t:'f'''f':~'''~.-''"' ._, ...._, ." ..' , .. ", " "' .''''..;...''''':._....'".,....-.~..,-,
__.__ ~'__ ._.;.;. ::._._.o._.~___ ':m.._._'_._'~~~'___ ,,~__" "'2:.A~.b-PP!()x~(Lat _~h~.~!ty CQgI)~.i1M~~~!1g9n~~):?a.te:. 5-4-99'
Mayor:
Date:
Signature
Posted By:
Date:
Signature
A TT ACHMENT 2