HomeMy WebLinkAboutC-5323 - Service Agreement for Event Planning and Management Services - 2013 Balboa Peninsula 4th of JulyAMENDMENT NO. TWO TO SERVICE AGREEMENT
WITH DINWIDDIE EVENTS, LLC
FOR EVENT PLANNING AND MANAGEMENT SERVICES
THIS AMENDMENT NO, TWO TO SERVICE AGREEMENT ( "Amendment No,
_\ 2 ") is made and entered into as of the 27th day of June, 2013, by and between the CITY
(� OF NEWPORT BEACH, a California municipal corporation and charter city ( "City "), and
DINWIDDIE EVENTS, LLC, a California limited liability company ( "Contractor"), whose
address is 1048 Irvine Avenue #439, Irvine, CA 92660, and is made with reference to
i the following:
RECITALS
A. On December 1, 2012, City and Contractor entered into a Service Agreement
( "Agreement ") for event planning and management services with regard to the
Newport Beach Civic Center Celebration ( "Project ").
B. On January 30, 2013, City and Contractor entered Amendment No. One to the
Agreement to extend the term, increase the scope of services to include a 4m of
July celebration and increase the total compensation ( "Amendment No. One "),
C. City desires to enter into this Amendment No. Two to increase the scope of work
and to increase the total compensation.
D. City and Contractor mutually desire to amend this Agreement, as provided below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
Section 2 and Exhibit A of the Agreement, as amended, shall be supplemented
to include the additional services, which are attached hereto as Exhibit A and
incorporated herein by reference. Exhibit A of the Agreement, as amended, and Exhibit
A of Amendment No. Two shall collectively be known as "Exhibit A ". The City may elect
to delete certain tasks of the Services To Be Performed at its sole discretion.
2. COMPENSATION TO CONTRACTOR
2.1 Section 4 of the Agreement, as previously amended, shall be amended in
its entirety and replaced with the following:
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and
expense not -to- exceed basis in accordance with the provisions of this
Section and the Schedule of Billing Rates or Progress Payments Schedule
attached hereto as Exhibit B and Exhibit B -1 and incorporated herein by
DINWIDDIE EVENTS, LLC Page 1
reference. No billing rate changes shall be made during the term of this
Agreement without the prior written approval of City.
4.1.1 Contractor's compensation for all Work performed on
the Civic Center Project, including reimbursable items and subcontractor
fees, shall not exceed Six Thousand Dollars and 001100 ($6,000.00)
without prior written authorization from City. Civic Center Project
compensation consists of Four Thousand Dollars and 00/100 ($4,000.00)
for Contractor's services, and Two Thousand Dollars and 00/100
($2,000.00) for reimbursable expenses as may be approved in advance by
City.
4.1.2 Contractor's compensation for all Work performed on
the 4th of July Project, including reimbursable items and subcontractor
fees, shall not exceed Three Thousand Dollars and 001100 ($3,000.00)
without prior written authorization from City. 4th of July Project
compensation consists of Two Thousand Nine Hundred Twenty Five
Dollars and 00/100 ($2,925.00) for Contractor's services, and Seventy
Five Dollars and 00/100 ($75.00) for reimbursable expenses as may be
approved in advance by City.
4.1.3 Contractor's compensation for all Work performed on
the Balboa Village Project, including reimbursable items and subcontractor
fees, shall not exceed shall not exceed One Thousand Dollars and
00 /100 ($1,000.00) without prior written authorization from City.
4.1.4 Consultant's compensation for all Work performed in
accordance with this Agreement, including all reimbursable items and
subconsultant fees, shall not exceed Ten Thousand Dollars and No /100
($10,000.00) ( "Total Amended Compensation ") without prior written
authorization from City.
4.2 Pavment Schedule. Except as otherwise provided herein,
City shall pay Contractor no later than thirty (30) days after approval of the
invoices by City staff, Contractor shall submit final invoices for Services
no later than thirty (30) days after the completion of each of the Projects.
4.2.1 Civic Center Project: Upon City execution of the
Agreement, a deposit in the amount of One Thousand Five Hundred
Dollars and 001100 ($1,500.00) shall be due and payable to Contractor for
the Civic Center Project. Thereafter, Contractor shall submit bi- monthly
invoices for Services (January 1, 2012, March 1, 2013 and May 1, 2013,
respectively) in the amount of Seven Hundred Fifty Dollars and 001100
($750.00) each to City, describing the Work performed the preceding two
months.
4.2.2 4th of JuIVPr_oiect: Contractor shall submit bi- monthly
invoices for Services on the 4t of July Project. Contractor's invoices shall
include the name of the person who performed the Work, a brief
DINWIDDIE EVENTS, LLC Page 2
description of the Services performed and/or the specific task in the Scope
of Services to which it relates, the date the Services were performed, and
the number of hours spent on all Work billed on an hourly basis. The City
shall be billed separately for any reimbursable expenditure mutually
agreed upon by the parties.
4.2.3 Balboa Village Proiect: City shall pay fifty percent
(50 %) of the compensation for Work to be performed on the Balboa
Village Project no later than thirty (30) days after execution of this
Amendment No. Two. The remaining fifty percent (50 %) shall be paid as
provided herein, upon approval of a final invoice by Contractor.
4.3 Reimbursable Expenditures. City shall reimburse Contractor
only for those costs or expenses specifically identified above, in Exhibits B
or B -1 to this Agreement, or specifically approved in writing in advance by
City.
2.2 The Total Compensation Amended Compensation reflects Contractor's
additional compensation for additional services to be performed in accordance with this
Amendment No. Two in an amount not to exceed One Thousand Dollars and No /100
($1,000.00).
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement, as amended shall remain unchanged and shall be in full
force and effect.
[SIGNATURES ON NEXT PAGE]
DINWIDDIE EVENTS, LLC Page 3
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: Z>" %'41J-�
in
Aar6nZ. Harp
City Attorney
ATTEST: 7 2'�3
Date: 7
By: 44.- J, b",
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: -11111 rz
By:
Dave
City Manager
CONTRACTOR: DINWIDDIE EVENTS,
LLC, a California limited liability company
Date: (o • Z� • ( 3
By:� �
anis . Dinwiddie
OWfTer / Managing Member
Fr T• .:
dRc
C'g41P T% V,
[END OF SIGNATURES]
Attachments: Exhibit A — Proposal to Develop Signature Activities in Balboa
Village dated 5/21/13
DINWIDDIE EVENTS, LLC Page 4
DINWIDDIE EVENTS, LLC Page 5
Dinwiddie Events, LLC
1048 Irvine Avenue #439
Newport Beach, CA 92660 -4602
949.548.2411 Fax 949.548.2422
JanisDin@yahoo.com
Proposal to Develop Signature Activities in Balboa Village
Fiscal Year 2013 -2014
Overview
The Balboa Village Advisory Committee has approved creating new activities and
events in the Village. As detailed in the Master Plan, BVAC agreed to "develop a
special events initiative for Balboa Village" and "...support and encourage a variety of
events and activities in the Village to improve community interest and increase business
sales for local merchants." To support that vision, Dinwiddie Events LLC has been
asked to submit a proposal to develop two signature activities, for the holidays and in
the spring.
Holiday activities would flake place from late November 2013 through early January
2014, . and could include such features as: tree lighting ceremony, ice skating rink, live
reindeer petting zoo, enhanced holiday decor and lighting, visits from Santa, carolers
and other holiday music, and family entertainment. Spring activities would take place
from late March through late June 2014, and could include: Regularly - scheduled horse -
drawn carriage rides as well as live music in selected outdoor locations and an
expanded kickoff event for the Newport to Ensenada Yacht Race (featuring a larger
chalk art festival, live music, race boats, art display), local restaurants participating in
the "Taste of Balboa," children's activities and entertainment.
Scope of Work
In conjunction with the City of Newport Beach and the Balboa Village BID (BOMA),
Dinwiddie Events LLC proposes to provide the following for both signature activities:
1. Detailed description of all elements (activities, entertainment, decor)
2. Detailed preliminary budget, including recommended vendors
3. Planning and production timeline
4. Recommendations on marketing and promotion (created in conjunction with
Newport Beach & Co. and other marketing professionals)
Starting DateJSchedule. Services to begin upon acceptance of proposal, as confirmed
by completion of a signed contract and receipt of deposit. Contract to conclude thirty
days following delivery of report.
Fee /Payment Schedule: Our fee for providing the services detailed herein is $1,000.
A deposit of $500 is due upon acceptance of this proposal and a signed contract.
TI-te final payment of $500 is due within 14 days following conclusion of contract.
Dinwiddie Events, LLC
1048 Irvine Avenue #439
Newport Beach, CA 92660 -4602
949.548.2411 Fax 949.548.2422
JanisDin @yahoo.com
Confidentiality: Dinwiddie Events LLC will strictly adhere to industry standards for confidentiality of proprietary
information and will abide by other specific requests from the Client representatives regarding discretionary
information. Dinwiddie Events LLC certifies that, at no time, will it divulge, disclose, or use any information
provided to it by the Client for its own purposes, or for other clients or entities, without the express written
permission of Client.
Meetings and Communication: Janis Dinwiddie will be available to communicate regularly with Client, committee
members, and other vendors as needed, through meetings, telephone conferences and e-mail.
Excluded Services: Dinwiddie Events LLC, its subcontractors, staff, and volunteers will provide the services detailed
in this contract, but are not responsible for securing underwriting, sales of sponsorships, in -kind donors, advertisers
or event ticket sales. This contract is expressly to provide services detailed herein. Any work outside the scope of
this contract is not included in this fee and will be bid separately. The addition of such work will be subject to
mutual agreement, prior to any financial commitments to necessary vendors or suppliers. Similar services may be
arranged for additional projects, but will be bid separately, upon receiving written request
This proposal is submitted to Newport Beach City Council Member Michael Henn and Nezvport Beach
City Manager Dave Kiff, on May 21, 2013, by Janis E. Dinzviddie, Dinwiddie Events LLC, and is valid
through July 19, 2013, after which it maybe withdrawn.
AMENDMENT NO. ONE TO
SERVICE AGREEMENT
WITH DINWIDDIE EVENTS, LLC FOR
EVENT PLANNING AND MANAGEMENT SERVICES
THIS AMENDMENT NO. ONE TO SERVICE AGREEMENT ( "Amendment No.
One ") is made and entered into as of this 30'"IJay of January, 2013 ( "Effective Date ") by
and between the CITY OF NEWPORT BEACH, a California Municipal Corporation
( "City "), and Dinwiddie Events, LLC, a California limited liability company ( "Contractor"),
whose address is 1048 Irvine Avenue #439; Irvine, CA 92660 and is made with
reference to the following:
RECITALS
A. On December 1, 2012, City and Contractor entered into a Service Agreement
( "Agreement) to provide event planning and management services in regards to
the Newport Beach Civic Center Celebration ( "Project ").
B. The City desires to enter into this Amendment No. One to extend the term of the
Agreement, to increase the scope of services, to provide event planning and
management services for the 2013 Balboa Peninsula 4th of July event for
Families (4t' of July Project ") and to increase the total compensation.
C. City and Contractor mutually desire to amend the Agreement, as provided below,
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
Section 1 of the Agreement shall be amended hereby and the following is
substituted in its entirety: "The term of this Agreement shall commence on December 1,
2012 and shall terminate on August 31, 2013, unless terminated earlier as provided in
the Agreement.
2. SERVICES TO BE PERFORMED
Exhibit A to the Agreement shall be supplemented to include the Scope of
Services for 4th of July Project, attached hereto as exhibit A -1 and incorporated herein
by reference. The City may elect to delete certain Services within the Scope of Services
at its sole discretion,
3, COMPENSATION TO CONTRACTOR
Exhibit B to the Agreement shall be supplemented to include the Schedule of
Billing Rates for 4th of July Project attached hereto as Exhibit B -1, and incorporated
herein by reference.
31 Section 4.1 of the Agreement is amended in its entirety and replaced with
the following: City shall pay Contractor for the Service on a time and expense not -to
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates or Progress Payments Schedule attached hereto as Exhibit B and Exhibit
B -1 and incorporated herein by reference. Contractor's compensation for all Work
performed on the Civic Center Project, including reimbursable items and subcontractor
fees, shall not exceed Six Thousand Dollars and 00/100 ($6,000.00) without prior
written authorization from City. Civic Center Project compensation consists of Four
Thousand Dollars and 00/100 ($4,000.00) for Contractors services, and Two Thousand
Dollars and 00/100 ($2,000.00) for reimbursable expenses as may be approved in
advance by City. Contractor's compensation for all Work performed on the 4th of July
Project, including reimbursable items and subcontractor fees, shall not exceed Three
Thousand Dollars and 001100 ($3,000.00) without prior written authorization from City.
4th of July Project compensation consists of Two Thousand Nine Hundred Twenty Five
Dollars and 00/100 ($2,925.00) for Contractor's services, and Seventy Five Dollars and
00/100 ($75.00) for reimbursable expenses as may be approved in advance by City.
No billing rate changes shall be made during the term of this Agreement without the
prior written approval of City."
Section 4.1.1 of the Agreement is amended in its entirety and replaced with the
following: "Payment Schedule: Upon City execution of the Contract, a deposit in the
amount of One Thousand Five Hundred Dollars and 00/100 ($1,500.00) shall be due
and payable to Contractor for the Civic Center Project. Thereafter, Contractor shall
submit bi- monthly invoices for Services (January 1, 2012, March 1, 2013 and May 1,
2013, respectively) in the amount of Seven Hundred Fifty Dollars and 00/100 ($750.00)
each to City, describing the Work performed the preceding two months. Contractor
shall submit bi- monthly invoices for Services on the 4�h of July Project. Contractor's
invoices shall include the name of the person who performed the Work, a brief
description of the Services performed and /or the specific task in the Scope of Services
to which it relates, the date the Services were performed, and the number of hours
spent on all Work billed on an hourly basis. The City shall be billed separately for any
reimbursable expenditure mutually agreed upon by the parties. City shall pay
Contractor no later than thirty (30) days after approval of the invoices by City staff.
Contractor shall submit final invoices for Services no later than thirty (30) days after the
completion of each of the Projects.
Section 4.1.2 of the Agreement is amended in its entirety and replaced with the
following: "Reimbursable Expenditures: City shall reimburse Contractor only for
those costs or expenses specifically identified above, in Exhibits B or B -1 to this
Agreement, or specifically approved in writing in advance by City. "
4. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms and covenants
set forth in Agreement shall remain unchanged and shall be in full force and effect.
(SIGNATURES ON NEXT PAGE]
Dinwiddie Events, LLC Page 2
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORN 'S OFFICE
Date:
By:
Aaron CMarp
City Attorney �l
ATTEST:
Date:
By:
Leilani I. Br n
City Cler
U
SPO RTA
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: I -30- 115
or Services Director
CONTRACTOR: Dinwiddie Events, LLC, a
California limited liability company
Date: I *)1 ' 1—�)
By:
*is E� Dinwiddie
Owner/ Managing Member
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Billing Rates
Al2-00807
Dinwiddie Events, LLC Page 3
EXHIBIT A
SCOPE OF SERVICES
FOR 4T" OF JULY EVENT
Dinwiddie Events LLC
1048 Irvine Avenue #439
Newport Beach, CA 92660 -4602
949.548.2411 Fax 949.548.2422
JanisDin@yahoo.com
ztnvzv. DinzoiddieEvents.com
Proposal for Event Management Services
Balboa Peninsula 4th of July Event - Scope of Services for Consultant
"4th of July is for Families"
.Planning Committee Meetings 2 rseach
7
_
Lead meet ngs._Pre area a an to e
__. ._p g.�_ notes.
Develop a sponsorship package to seek cash and in -kind sponsorships.
Prepare Sponsorship Package & Work with
Give guidance to the community members on best ways to seek local
committee on securing funds.
10
sponsorship.
Event Preparation _..
5
Secure signage,permits supplies and services for the event.
Work with the City staff on the supervision and execution of the parade
Day of the Event
5
and 4th of July celebration event held afterthe parade.
Prepare a short wrap -up report with the Recreation Manager in binder
form to include all invoices, short summary of events, meeting agendas
Wrap -up Report &_Binder
4
and notes, and recommendations for the 2012 event.
_ _
Marketing
5
Assist withpinting and distribution of marketingmater ials
Dinwiddie Events, LLC Page A -1
EXHIBIT B
SCHEDULE OF BILLING RATES
FOR 4T" OF JULY EVENT
Fees for Services and Expenses:
$65.00 per hour not to exceed 45 hours for a total not to exceed $2,925.00
Reimbursable items shall not exceed $75.00
Dinwiddie Events, LLC Page B -1
SERVICE AGREEMENT
WITH DINWIDDIE EVENTS, LLC FOR
EVENT PLANNING AND MANAGEMENT SERVICES
THIS SERVICE AGREEMENT ( "Agreement ") is made and entered into as of this
1st day of December, 2012 ( "Effective Date ") by and between the CITY OF NEWPORT
BEACH, a California Municipal Corporation ( "City "), and Dinwiddie Events, LLC, a
California limited liability company ( "Contractor"), whose address is 1048 Irvine Avenue
#439; Irvine, CA 92660 and is made with reference to the following.
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Contractor to provide event planning and management
services for the Newport Beach Civic Center Celebration ( "Project').
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
D. The principal member of Contractor for purposes of Project shall be Janis E.
Dinwiddie.
E. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor, and desires to
retain Contractor to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2013 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
City and Contractor acknowledge that the above Recitals are true and correct
and are hereby incorporated by reference into this Agreement. Contractor shall
diligently perform all the services described in the Scope of Services attached hereto as
Exhibit A and incorporated herein by reference ( "Services" or "Work "). The City may
elect to delete certain Services within the Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Contractor shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Contractor to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.1.1 Notwithstanding the foregoing, Contractor shall not be responsible
for delays due to causes beyond Contractor's reasonable control. However, in the case
of any such delay in the Services to be provided for the Project, each party hereby
agrees to provide notice within two (2) calendar days days of the occurrence causing
the delay to the other party so that all delays can be addressed.
3.2 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator (as defined in Section 6 below) not later than ten
(10) calendar days after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant reasonable time
extensions for unforeseeable delays that are beyond Contractor's control.
33 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
fax, hand - delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and expense not -to-
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates or Progress Payments Schedule attached hereto as Exhibit B and
incorporated herein by reference. Contractor's compensation for all Work performed in
accordance with this Agreement, including reimbursable items and subcontractor fees,
shall not exceed Six Thousand Dollars and 001100 ($6,000.00) ( "Total
Compensation') without prior written authorization from City. Total Compensation
consists of Four Thousand Dollars and 00/100 ($4,000.00) for Contractor's services,
and Two Thousand Dollars and 00/100 ($2,000.00) for reimbursable expenses as may
be approved in advance by City. No billing rate changes shall be made during the term
of this Agreement without the prior written approval of City.
4.1.1 Payment Schedule; Upon City execution of the Contract, a deposit
in the amount of One Thousand Five Hundred Dollars and 00/100 ($1,500.00) shall be
due and payable to Contractor. Thereafter, Contractor shall submit bi- monthly invoices
for Services (January 1, 2012, March 1, 2013 and May 1, 2013, respectively) in the
amount of Seven Hundred Fifty Dollars and 00 /100 ($750.00) each to City, describing
the Work performed the preceding two months. Contractor's invoices shall include the
name of the person who performed the Work, a brief description of the Services
performed and /or the specific task in the Scope of Services to which it relates, the date
the Services were performed, and the number of hours spent on all Work billed on an
hourly basis. The City shall be billed separately for any reimbursable expenditure
mutually agreed upon by the parties. City shall pay Contractor no later than thirty (30)
days after approval of the invoices by City staff. Contractor shall submit a final invoice
for Services in the amount of Two Hundred Fifty Dollars and 00/100 ($250.00) on June
1, 2013.
Dinwiddie Events, LLC Page 2
4.1.2 Reimbursable Expenditures: City shall reimburse Contractor only
for those costs or expenses specifically identified in Exhibit B to this Agreement, or
specifically approved in writing in advance by City. Reimbursable expenses and
subcontractor fees shall not exceed Two Thousand Dollars and 00/100 ($2,000.00)
without prior written authorization from City.
4.2 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated Janis E. Dinwiddie to be
its Project Manager. Contractor shall not remove or reassign the Project Manager or
any personnel listed in Exhibit A or assign any new or replacement personnel to the
Project without the prior written consent of City. City's approval shall not be
unreasonably withheld with respect to the removal or assignment of non -key personnel.
5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
B. ADMINISTRATION
This Agreement will be administered by the Recreation and Senior Services.
Laura Detweiler, Recreation and Senior Services Director or her designee, shall be the
Project Administrator and shall have the authority to act for City under this Agreement.
The Project Administrator or her designee shall represent City in all matters pertaining
to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Contractor, one (1) copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Contractor's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest industry standards.
Dinwiddie Events, LLC Page 3
For purposes of this Agreement, the phrase "highest industry standards" shall mean
those standards of practice recognized by one (1) or more first -class firms performing
similar work under similar circumstances.
82 All Services shall be performed by qualified and experienced personnel
who are not employed by City, nor have any contractual relationship with City. By
delivery of completed Work, Contractor certifies that the Work conforms to the
requirements of this Agreement and all applicable federal, state and local laws and the
highest industry standard.
8.3 Contractor represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of City to furnish timely information or
to approve or disapprove Contractor's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9, HOLD HARMLESS
9.1 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents and
employees (collectively, the "Indemnified Parties ") from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or
indirectly) to any breach of the terms and conditions of this Agreement, any Work
performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Contractor's presence or activities conducted on
the Project (including the negligent and /or willful acts, errors and /or omissions of
Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be Viable or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by the
Contractor.
Dinwiddie Events, LLC Page 4
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Contractor, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Contractor or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Contractor or any of Contractor's employees or agents, to be the agents or employees
of City. Contractor shall have the responsibility for and control over the means of
performing the Work, provided that Contractor is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Contractor as to the details of the performance of the Work or to exercise a measure of
control over Contractor shall mean only that Contractor shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Contractor on the Project.
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator and /or his /her
duly authorized designee informed on a regular basis regarding the status and progress
of the Project, activities performed and planned, and any meetings that have been
scheduled or are desired.
14. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement
of Work, Contractor shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
Dinwiddie Events, LLC Page 5
any of the issued and outstanding capital stock of Contractor, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Contractor is a
partnership or joint- venture or syndicate or cotenancy, which shall result in changing the
control of Contractor. Control means fifty percent (50 %) or more of the voting power, or
twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint -
venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Contractor shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. The City is an intended
beneficiary of any Work performed by the subcontractor for purposes of establishing a
duty of care between the subcontractor and the City. Except as specifically authorized
herein, the Services to be provided under this Agreement shall not be otherwise
assigned, transferred, contracted or subcontracted out without the prior written approval
of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents'), prepared or caused to be prepared by
Contractor, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Contractor or any other party, Contractor shall, at Contractor's
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Contractor
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Contractor will be at City's sole risk and without liability to Contractor. Further, any and
all liability arising out of changes made to Contractor's deliverables under this
Agreement by City or persons other than Contractor is waived against Contractor and
City assumes full responsibility for such changes unless City has given Contractor prior
notice and has received from Contractor written consent for such changes.
18. COMPUTER DELIVERABLES
All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
Dinwiddie Events, LLC Page 6
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
24. INTELLECTUAL PROPERTY INDEMNITY
The Contractor shall defend and indemnify City, its agents, officers,
representatives and employees against any and all liability, including costs, for
infringement or alleged infringement of any United States' letters patent, trademark, or
copyright, including costs, contained in Contractor's Documents provided under this
Agreement.
21. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Contractor under this Agreement. All such records and invoices shall be clearly
identifiable. Contractor shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Contractor shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Contractor under this Agreement.
22. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his/her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Contractor,
the additional design, construction and/or restoration expense shall be borne by
Contractor. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
Dinwiddie Events, LLC Page 7
24. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
25. CONFLICTS OF INTEREST
25.1 The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
25.2 If subject to the Act, Contractor shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Contractor shall indemnify and hold harmless
City for any and all claims for damages resulting from Contractor's violation of this
Section.
26. NOTICES
26.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first -
class mail, addressed as hereinafter provided. All notices, demands, requests or
approvals from Contractor to City shall be addressed to City at:
Attn: Laura Detweiler, Recreation and Senior Services Director
Recreation and Senior Services
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949- 644 -3157
Fax: 949 -644 -3155
26.2 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attn: Janis E. Dinwiddie
Dinwiddie Events, LLC
1048 Irvine Avenue #439; Irvine, CA 92660
Phone: 949 -548 -2411
Fax: 949 - 548 -2422
27. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Contractor shall submit to City, in
Dinwiddie Events, LLC Page 8
writing, all claims for compensation under or arising out of this Agreement.
Contractor's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Contractor in writing as unsettled at the time of its final request
for payment. The Contractor and the City expressly agree that in addition to any claims
filing requirements set forth in the Agreement, the Contractor shall be required to file
any claim the Contractor may have against the City in strict conformance with the Tort
Claims Act (Government Code sections 900 of seq.).
28. TERMINATION
28.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non - defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
28.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days prior written notice to Contractor. In the
event of termination under this Section, City shall pay Contractor for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Contractor has not been previously paid. On the effective date of termination,
Contractor shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
29. STANDARD PROVISIONS
29.1 Compliance with all Laws. Contractor shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
29.2 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
29.3 integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
Dinwid lie Events, LLC Page 9
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
29.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
29.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
29.6 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
29.7 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
29.8 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
29.9 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
29.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
29.11 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Dinwiddie Events, LLC Page 10
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: P-/ la
In
Aaro". Harp
City Attorney
ATTEST:
Date: 1' 1vv11
—
c
By: �lft�j d I Nk'
Leilani I. Brown
City Clerk _ wu0.1
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:l_76 • I -L. • 12
By:
a ra Detweiler
e reation and S4 r Services Director
CONTRACTOR: Dinwiddie Events, LLC, a
California limited liability company
Date: IZ• 1( 0—
By: —
anis E Dinwiddie
Managing Member
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
A 12-00807/f.-1 appsl catl cycoml wpdocsl d0281 p006100061251. docx
Dinwiddie Events, LLC Page 11
EXHIBIT A
SCOPE OF SERVICES
November 28, 2012
Dinwiddie Events LLC
1048 Irvine Avenue #439
Newport Beach, CA 92660 -4602
949.548.2411 Fax 949.548.2422
JanisDin@yahoo.com
zvzvzv. Din widdieEven is, com
Proposal for Event Management Services
City of Newport Beach
Civic Center Celebration - May 4, 2013
Overview: Manage and execute the Community Celebration and Open House. This will
be a festive daytime event —free and open to the public— celebrating the opening of the
City's new Civic Center complex, City Hall, adjacent park and library expansion. It will
include a formal dedication and ribbon cutting ceremony featuring City officials,
community leaders and other dignitaries, and self - guided tours throughout the
complex. The event will include catered light refreshments, family entertainment and
activities and live music. Videos of the construction (time - lapse) will be shown on large
screens. This event will take place from 10 -1 p.m. on Saturday, May 4, 2013. Estimated
attendance is 1,000 +.
Scope of work: In conjunction with City staff and the Event Steering Committee,
Dinwiddie Events LLC ( "DE ") proposes to provide the following Event Management
services, as needed:
Planning and Logistics
o Review and provide input regarding event details: the "look and feel" of the
event, budgets, timing and logistics
o Recommend vendors as needed: caterer, florist/ designer, rental company,
production staff, entertainment, security, and other vendors as appropriate
o Provide input on menus, floral arrangements, event d6cor and rentals as
needed; act as liaison with all appropriate vendors
Dinwiddie Events, LLC Page A -1
Production/ Program
• Manage and oversee production and "flow" of the event including the
program and speakers
• Prepare event timeline and script
• Recommend resources as needed: caterer, florist/ designer, production staff,
entertainment, security, and other vendors as appropriate
• Assist City staff with administration of event, as needed
• Assist with mailing list and distribution /mailing of invitations
• Prepare VIP door lists, name tags, etc., as needed
• Provide troubleshooting and customer assistance as needed
• Assist City staff with providing information to the public as needed
Invitations/ Printed Materials/ Check -In
• Provide input on development and production of invitations, public
notices/ advertising, signage, handouts and other printed materials
• Assist City staff with drafting copy, proofing, reviewing layout and design
o Oversee on -site check -in
• Implement a registration plan to include all staffing, security, timing,
and logistical issues
• Train registration staff, greeters, volunteers, and other on -site guest
services staff. (City to recruit and provide all staff and volunteers)
• NOTE: If additional staff or volunteers are needed to handle
registration and check -in, and the City cannot provide this staff,
Dinwiddie Events can provide for an additional fee.
• General
o Attend meetings and provide input to City staff and Event Steering
Committee
• Provide on -site management (one event manager and up to tzoo assistants)
• Provide post -event services
• Review and approve vendor invoices for payment
• Attend re -cap meeting; provide evaluation and recommendations
Starting Datel Schedule; Services to begin upon acceptance of proposal, as confirmed
by completion of a signed contract and receipt of deposit. Contract to conclude
fourteen days following the event.
Confidentiality: Dinwiddie Events LLC will strictly adhere to industry standards for confidentiality of
proprietary information, such as mailing lists and anonymous donors, and will abide by other specific
requests from the City regarding discretionary information. Dinwiddie Events LLC certifies that, at no
time, will it divulge, disclose, or use any information provided to it by the City for its own purposes, or
for other clients or entities, without the express written permission of the City.
Dinwiddie Events, LLC Page A -2
Meetings and Communication: Janis Dinwiddie will be available to communicate regularly with City
staff and other event vendors as needed, through meetings, telephone conferences, e -mail, and fax. We
will work actively in cooperation with all vendors and other individuals engaged in the planning and
execution of the event.
Excluded Services: Dinwiddie Events LLC, its subcontractors, staff, and volunteers will provide the
services detailed in the final contract, but are not responsible for securing underwriting, sales of
sponsorships, auction items or raffle prizes, space in any ad journal or program book, ticket sales or
attendees. 'Phis proposal is expressly to provide services for the event detailed herein. Any work outside
the scope of this proposal is not included in this fee and will be bid separately. The addition of such work
will be subject to mutual agreement, prior to any financial commitments to necessary vendors or
suppliers. Similar services may be arranged for additional events, but will be bid separately, upon
receiving written request.
Dinwiddie Events, LLC Page A -3
EXHIBIT B
SCHEDULE OF BILLING RATES
Fees for Services and Expenses:
Contractor's fee for providing the services detailed herein is $4,000. All supplies,
materials, printing costs, and postage (except as noted herein) will be billed separately
as an expense. Any expense in excess of $100 shall be discussed and mutually agreed
upon in advance. A 10% service charge will be applied to any food, beverage and /or
other event materials purchased by Contractor on behalf of the City.
The cost of all vendors and suppliers, and any event staff not expressly included in this
proposal, is not included in this fee and is to be borne directly by the City.
All contracts with vendors and suppliers are to be executed directly with the City.
Payment Schedule;
A services fee payment of $1,500 is due upon acceptance of this proposal and
execution of the contract. Three payments of $750 each are due on January 1, March 1
and May 1, 2013, upon receipt of an invoice. The final payment of $250, due on June 1,
2013, will be the remaining balance, payable in full.
Expenses will be invoiced separately, as approved in advance by the City.
Dinwiddie Events, LLC Page B -1
EXHIBIT C
1. INSURANCE REQUIREMENTS
1.1 Provision of Insurance. Without limiting Contractor's indemnification of
City, and prior to commencement of Work, Contractor shall obtain, provide and maintain
at its own expense during the term of this Agreement, policies of insurance of the type
and amounts described below and in a form satisfactory to City. Contractor agrees to
provide insurance in accordance with requirements set forth here. If Contractor uses
existing coverage to comply and that coverage does not meet these requirements,
Contractor agrees to amend, supplement or endorse the existing coverage.
1.2 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager,
1.3 Coverage Requirements.
1.3.1 Workers' Compensation Insurance. Contractor shall maintain
Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance
with limits of at least one million dollars ($1,000,000) each accident for bodily injury by
accident and each employee for bodily injury by disease in accordance with the laws of
the State of California, Section 3700 of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and
volunteers.
1.3.2 General Liability Insurance. Contractor shall maintain commercial
general liability insurance, and if necessary umbrella liability insurance, with coverage at
least as broad as provided by Insurance Services Office form CG 00 01, in an amount
not less than one million dollars ($1,000,000) per occurrence, two million dollars
($2,000,000) general aggregate. The policy shall cover liability arising from premises,
operations, products - completed operations, personal and advertising injury, and liability
assumed under an insured contract (including the tort liability of another assumed in a
business contract) with no endorsement or modification limiting the scope of coverage
for liability assumed under a contract.
1.3.3 Automobile Liability Insurance. Contractor shall maintain
automobile insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of the Contractor arising out
of or in connection with Work to be performed under this Agreement, including coverage
for any owned, hired, non -owned or rented vehicles, in an amount not less than one
million dollars ($1,000,000) combined single limit each accident.
Dinwiddie Events, LLC Page C -1
1.4 Other Insurance Requirements. The policies are to contain, or be
endorsed to contain, the following provisions:
1.4.1 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive subrogation against
City, its elected or appointed officers, agents, officials, employees and volunteers or
shall specifically allow Contractor or others providing insurance evidence in compliance
with these requirements to waive their right of recovery prior to a loss. Contractor
hereby waives its own right of recovery against City, and shall require similar written
express waivers from each of its subcontractors.
1.4.2 Additional Insured Status. All liability policies including general
liability, excess liability, pollution liability, and automobile liability, but not including
professional liability, shall provide or be endorsed to provide that City and its officers,
officials, employees, and agents shall be included as insureds under such policies.
1.4.3 Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self - insurance
maintained by City.
1.4.4 Notice of Cancellation. All policies shall provide City with thirty (30)
days notice of cancellation (except for nonpayment for which ten (10) days notice is
required) or nonrenewal of coverage for each required coverage.
1.5 Additional Agreements Between the Parties. The parties hereby agree to
the following:
1.5.1 Evidence of Insurance. Contractor shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other endorsements
as specified herein for each coverage. Insurance certificates and endorsement must be
approved by City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during the term of this
contract. City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
1.5.2 City's Right to Revise Requirements, The City reserves the right at
any time during the term of the contract to change the amounts and types of insurance
required by giving the Contractor sixty (60) days advance written notice of such change.
If such change results in substantial additional cost to the Contractor, the City and
Contractor may renegotiate Contractor's compensation.
1.5.3 Enforcement of Contract Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of the City to inform Contractor of
non - compliance with any requirement imposes no additional obligations on the City nor
does it waive any rights hereunder.
Dinwiddie Events, LI_C Page C -2
1.5.4 Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by any
insurance. Specific reference to a given coverage feature is for purposes of clarification
only as it pertains to a given issue and is not intended by any party or insured to be all
inclusive, or to the exclusion of other coverage, or a waiver of any type.
1.5.5 Self- insured Retentions. Any self - insured retentions must be
declared to and approved by City. City reserves the right to require that self- insured
retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be
considered to comply with these requirements unless approved by City.
1.5.6 City Remedies for Non Compliance If Contractor or any
subcontractor fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to terminate this
agreement, or to suspend Contractor's right to proceed until proper evidence of
insurance is provided. Any amounts paid by City shall, at City's sole option, be
deducted from amounts payable to Contractor or reimbursed by Contractor upon
demand.
1.5.7 Timely Notice of Claims. Contractor shall give City prompt and
timely notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies.
1.5.8 Contractor's Insurance. Contractor shall also procure and
maintain, at its own cost and expense, any additional kinds of insurance, which in its
own judgment may be necessary for its proper protection and prosecution of the Work.
Dinwiddie Events, LLC Page C -3