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HomeMy WebLinkAboutAG 22-016 - ETIXRETURN TO: AUTUMN GRESSETT EXT: 6914 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: PARKS/PAEC 2. ORIGINATING STAFF PERSON: AUTUMN GRESSETT EXT: 6914 3. DATE REQ. BY: 9/22/2023 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE 22 'al (a ❑ RESOLUTION O CONTRACT AMENDMENT (AG#): 2: 2�— ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: PERFORMING ARTS AND EVENT CENTER TICKETING SYSTEM AMENDMENT 1 6. NAME OF CONTRACTOR: ETIX, Inc. ADDRESS: 909 AVIATION PARKWAY, SUITE 900, MORRISVILLE, NC, 27560 TELEPHONE 919-525-4640 E-MAIL: TODD.PRYOR@ETIX.COM - FAX: SIGNATURENAME: TRAVIS JANOVICH TITLECEO 7. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES ® COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: JANUARY 1, 2024 COMPLETION DATE: DECEMBER 31, 2027 TOTAL COMPENSATION $ $200,000 - no change (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES N NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES, RETAINAGE: RETAINAGE AMOUNT: ® PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW N PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ® LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDEE INITIAL / DATE REVIEWED AG 9/7/2023 TMW 9/8/23 INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: _ ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL IDATE SIGNED V LA EPARTMENT ?• 12,'MGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK L ❑ ASSIGNED AG# 3AA G# r��Cl(Q COMMENTS: CITY OF CITY HALL . 33325 Avenue South Federal Vila Federal Wit, WA 08003-6325 (253) 835-7000 ki4vw. utyc)ffedersi (w<�y caan AMENDMENT NO. 1 TO GOODS AND SERVICES AGREEMENT FOR PERFORMING ARTS AND EVENT CENTER TICKETING SYSTEM This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Etix, Inc., a North Carolina corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for the Performing Arts and Event Center Ticketing System ("Agreement") dated effective February 11, 2022, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2027 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - I - 4/2023 CITY of CITY HALL Federal 'Wa Feder Avenue South Federal. Way, WA 98003-6325 -f (253) 835-7000 avwutyoffeder lwaycoin IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: :m DATE: a (/ ETIX, INC.: By: I-Xl�. Printed Name: 1�• 7G}a--- i��.�� Title: T— Date: t b 1 2 3 1 2� STATE OF NORTH CAROLINA ) ss. COUNTY OF tV I-Wi ) ATTEST: phl nie Courtney, CM0 ity Clerk APPROVED AS TO FORM: J. an Call, City tfiorney On this day personally appeared before me R. Pdxtan &Aam , to me known to be the PrCS.,(riF of Etix, Inc. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this Vt rJ day of 24 Notary's signature Notary's printed name 1V�[..li046 A- A(4f-V M S ublic _ER Notary Public in and for the State 9XNortt Carolina. ary Public ^11 1Z gpt., North Carolina My commission expires Expires Nov. 12. 2023 AMENDMENT -2- 4/2023 Washingtor) State Deparb-rent of Revemie < Business Lookup License Information: Entity name: ETIX, INC. Business name: ETIX, INC Entity type: Profit Corporation UBI #: 604-214-828 Business ID: 001 Location ID: 0001 Location: Active Location address: Mailing address: Excise tax and reseller permit status: 909 AVIATION PKWY STE 900 MORRISVILLE NC 27560-9000 909 AVIATION PKWY STE 900 MORRISVILLE NC 27S60-9000 Secretary of State status: Endorsements Endorsements held at this location License # Federal Way General Business - Non -Resident Click here Click here Count Details Status Active Governing People May include governing people not registered with Secretaryo(State Governing people Title BADHAM, RICHARD PAXTON CROSSIAND, BRIAN M. JANOVICH, TRAVIS J L'A New search Back to results Expiration date First issuance da I Feb-28-2023 Feb-07-2022 The Business Lookup information is updated nightly. Search date and time: 2/8/2022 10:35:09 AM ,'M CERTIFICATE OF LIABILITY INSURANCE DDIYYYY) DATEW106 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. 05RTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. It SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. RI Office CONTACT NAME. (A2 No. ExI): (866) 283-7122 nHe ); (800) 363-0105 INCrovidence E-MAIL ADDRESS: 100 westminster street, loth Floor Providence RI 02903-2393 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: Lloyds syndicate No. 2987 AA1128987 EtiX Parent, L.P. 909 Aviation Pkwy Ste 900 Morrisville Nc 27560 USA INSURERB: Indian Harbor insurance Company 36940 INSURERC: Valley Forge insurance Co 20508 INSURERD: The Continental Insurance Company 35289 INSURERE: National Fire Ins. Co. of Hartford 20478 INSURER F: COVERAUES G1—H I II-IUAIt N1 .M1:1tH: DIUU1UV;JgU4UO HtVI,^j1VN iVtJ3YItYtri: THIS IS TO CERTIFY THAT THE POLICIES CIF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED AROVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTA TYPE OF INSURANCE ADD ferry wV0 POLICY NUMBER MmnorYYYY MhvoorYYYY LIMBS X COMMERCIAL GENERAL LIABILITY6057u97737— CLAIMS -MADE OCCUR EACH OCCURRENCE $1, 000, 000 PREMI$E Eaoccurrenc9 5100,000 MED EXP (Any one person) $15 , 000 PERSONAL & ADV INJURY $1,000,000 GENLAGGAEGATELIMITAPPLIESPER: X POLICY ❑ PE O- 7 LOC OTHER: GENERAL AGGREGATE $ ,000,000 PRODUCTS - COMPIOPAGG $2,000,000 Employee Benefit Lia 52,000,000 E AUTOMOBILE LIABILITY X ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS NON -OWNED ONLY AUTOS ONLY BUA 6057095771 04/28/2023 04/28/2024 COMBINED SINGLE LIMIT JE4 accidanll $1,000,000 BODILY INJURY ( Par person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) O X UMBRELLALIAB EXCESS LIAB X OCCUR CLAIMS -MADE CUE6057095835 04/28/Z023 04/ZSJ 024 EACH OCCURRENCE $5,000,000 AGGREGATE $5 , 000, 000 DED I X pETENTION 110,00D D WORXEASCOMPENSATION AM EMPLOYERS' LIABILITY ANY PROPRIETOR / PARTNER I EXECUTIVE YIN N OFFICER/MEMBER EXCLUDED? N (Mandatory in NH) If yyes, describe under 0 SCRIPTION.OF OPERATIONS below N / A WC 570 579 4 0 4 X PER STATUTE 0TTH• I ER E.L. EACH ACCIDENT $1, 000, 000 E.L. DISEASE -EA EMPLOYEE $1, 000, 000 E.L, DISEASE -POLICY LIMIT $1, 000, 000 I DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) City of Federal way is included as Additional insured in accordance with the policy provisions of the General Liability policy. 10 5:2 ti W_ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE _9�j POLICY PROVISIONS.^-■ City of Federal way AUTHORIZED REPRESENTATIVE 33325 8th Ave. S. Federal way WA 98003-6325 USA Q4. 9. . lid A�JL c.CJ.j� 01988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000075111 LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED AGn Risk services Northeast, Inc. EtiX Parent, L.P. POLICY NUMBER See Certificate Number: 570099348465 CARRIER NAIC CODE see certificate Number: 570099348465 EFFECTIVE DATE: AUUI I ILINAL HEMAHK5 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICYNUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS DATE DATE (MM/DD/YYVY) (MM/DD/YYYY) GENERAL LIABILITY C Y 6057095785 04/28/2023 04/28/2024 Emp Benefits 51,000,000 Liab Li Deductible $1,000 OTHER A Cyber Liability APT1054622 05/28/2022 05/28/2023 .spcl; Prof. $5,000,000 Liability SIR applies per policy to ms & condit ons SIR $50,000 India Content 15,000,000 SIR $50,000 Security & $5,000,000 Privacy SIR $50,000 Regulatory 55,000,000 Limit SIR s5u' 000' ACORD 101 (200E+01) 0 2008 ACOFiD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD W", AGENCY CUSTOMER ID: 570000075111 r� LOC #: nnniTIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Services Northeast, Inc. NAMEDINSURED Etix Parent, L.P. POLICY NUMBER See certificate Number: 570099348465 CARRIER See Certificate Number: 570099348465 NAIC CODE EFFECTIVE DATE: &nnITInNCI RFMGHKti THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSR LTR I TYPE OF INSURANCE ADDL 1NSD SUER WVD POLICY NUMBER POLICY EFFECTIVE DATE (MMIDD/YYYY) POLICY EXPIRATION DATE (M1MllDD1YYYY) LIMITS Network Interuption $5.000.000 5IR S50,000 Event Management $5,000,000 5IR $50.000 Cyber Extortion $5,000,000 SIR S50,000 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD S Certificate No: 570099348465 City of Federal Way 33325 $th Ave. S. Federal Way WA 98003-6325 USA Friday, May 5, 2023 To whom it may concern: SON Following a concentrated effort to reduce our environmental footprint and provide timely certificate delivery, Aon will begin delivering our Certificates of Insurance electronically in PDF format. Please utilize one of the following methods to ensure you will receive the electronic copy of your Certificate (Certificate No: 570099348465) for future renewals: - Visit aon.com/e-cert; or - Utilize the QR Code below to enter/validate your information. If your email address has changed or will be changing in the future, or you no longer require this certificate, please let us know using one of the methods above. Thank you for your cooperation and willingness to help us reduce our impact, to the environment. MSC# 17755 1 Aon P.O. Box 1447 Lincolnshire, IL 60069 918/23, 7:06 AM Corporations and Charities System ,jr,,e,s,,CKAyHtAyr&Wnd Charities Filing System �i�il�l if►f r : MLA Business Name: ETIX, INC. UBI Number: 604 214 828 Business Type: FOREIGN PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 909 AVIATION PKWY STE 900, MORRISVILLE, NC, 27560-9000, UNITED STATES Principal Office Mailing Address: 909 AVIATION PKWY STE 900, MORRISVILLE, NC, 27560-9000, UNITED STATES Expiration Date: 12/31/2023 Jurisdiction: UNITED STATES, DELAWARE Formation/ Registration Date: 12/08/2021 Period of Duration: PERPETUAL Inactive Date: Nature of Business: WEB -BASED TICKETING SYSTEM REGISTERED AGENT INFORMATION https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1 /2 9/8/23, 7:06 AM Corporations and Charities System Registered Agent Name: C T CORPORATION SYSTEM Street Address: 711 CAPITOL WAY S STE 204, OLYMPIA, WA, 98501-1267, UNITED STATES 711 CAPITOL WAY S STE 204, OLYMPIA, WA, 98501-1267, UNITED STATES GOVERNORS Title Governors Type GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL Back Mailing Address: Entity Name First Name Last Name III RICHARD PAXTON BADHAM JAM ES CHAPPELL BRIAN GOLSON TRAVIS JANOVICH ZACH SADEK Filing History Name History Print Return to Business Search https://ccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 2/2 RETURN TO: AUTUMN GRESSETT EXT: 6914 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: PARKS/PAEC 2. ORIGINATING STAFF PERSON: AUTUMN GRESSETT EXT: 6914 3. DATE REQ. BY: 7/16/2021 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT * GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ® OTHER ORIGINAL RFP, ETIX PROPOSAL, AGENDA BILL, STAFF REPORT 5. PROJECT NAME: PERFORMING ARTS AND EVENT CENTER TICKETING SYSTEM 6. NAME OF CONTRACTOR: ETIX ADDRESS: 909 AVIATION PARKWAY, SUITE 900, MORRISVILLE, NC, 27560 TELEPHONE 919-525-4640 E-MAIL: TODD.PRYOR@ETIXCOM FAX: SIGNATURENAME: richard D badham TITLEPRESIDENT EXHIBITS AND ATTACHMENTS: it SCOPE, WORK OR SERVICES IJ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: JANUARY 1, 2022 a4,3 COMPLETION DATE: DECEMBER 31,282�- TOTAL COMPENSATION $ 200,000 . (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES A NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW A PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW H . COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDEE INITIAL / DATE REVIEWED AG 9/13/2021 JE 9/15/21 COMMITTEE APPROVAL DATE: 9/28/2021 INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: 10/5/2021 • SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:1/4/2022 • ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) ❑ LAW DEPARTMENT Q.KGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# COMMENTS: INITIAL / DATE SIGNED �— AG# CITY OF CITY HALL L Federal Way33325 8th Avenue South 8003 Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway. com GOODS AND SERVICES AGREEMENT FOR PERFORMING ARTS AND EVENT CENTER TICKETING SYSTEM This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Etix, Inc., a Washington Corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: Etix, Inc.: Todd Pryor, Director of Sales 909 Aviation Parkway, Suite 900 Morrisville, NC 27560 919-525-4840 (telephone) Todd.pryor@etix.com The Parties agree as follows: CITY OF FEDERAL WAY: Autumn Gressett 33325 8th Ave. S. Federal Way, WA 98003-6325 (253) 835-6914 (telephone) com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2023 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A," attached hereto and incorporated by this reference ("Work"), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to GOODS AND SERVICES AGREEMENT - 1 - 7/2021 CITY of CITY HALL Federal Wa Feder 8th Avenue South Federal Way, WA 98003-6325 �.� (253) 835-7000 www.cityoffederahvay.com accomplish the correction. 2.3 Time. Documentation and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor the fees for the services in the amounts and rates as delineated in Exhibit `B," attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit `B," the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Word;. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. GOODS AND SERVICES AGREEMENT - 2 - 7/2021 CITY OF CITY HALL Federal WayFeder l Avenue 8003 Federal Way, WA 98003-6325 �South � (253) 835-7000 www cityoffederahvay. com 4.4 Nan -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 Citty Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or GOODS AND SERVICES AGREEMENT - 3 - 7/2021 CITY OF CITY HALL Federal ay Feder 8th Avenue South 4! Federal Way, WA 98003-6325 (253) 835-7000 w/ ycityoffederalwaycon) subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. Automobile liability insurance covering all owned, non -owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by GOODS AND SERVICES AGREEMENT - 4 - 7/2021 CITY OF CITY HALL Federal Wa Feder 8th Avenue South 8l Way, WA 98003-6325 (253) (253) 835-7000 www cityoffederetwey com law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, GOODS AND SERVICES AGREEMENT - 5 - 7/2021 CITY OF CITY HALL Aft Federal Way 8th Avenue South Federal Way, WA 98003-6325 Feder0010�(253) 835-7000 www.cityoffederalKoy.com national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terns of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and BeneFiciaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option GOODS AND SERVICES AGREEMENT - 6 - 7/2021 CITY OF vmw Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www cityotfederahvay com conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT - 7 - 7/2021 CITY OF CITY HALL A11111Federal Wa Feder 8th Avenue South �(253) 8 � Way, WA 98003-6325 253) 35-7000 www.. c#Wfl ederalKey. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDF-� L. WAY: Jim DATE: ATTEST: k&XM L"--un ph nie Courtney, CMC, C ty lerk APPROVED AS TO FORM: 'e� �-Cxw J. Ryan Call, City A amey ETIX, INC.: B `'� N y: M m W_.E' Printed Name: Richard P Badham w o as W o U Title: President w t Y J a � m Z aZZ� DATE: STATE OF } } ss. � COUNTY OF AC: On this day personally appeared before me Richard P Badham, to me known to be the President of ETIX, Inc. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this day of /��%(iL� �cf , 20 Z C �I' Notary's signature jz 6 Notary's printed name • /� y�- I / Notary Publi • in and for the State of Washington. H A I L E Y PETERS My commission expires /6 U6 Notary Public �� North Carolina Wake County GOODS AND SERVICES AGREEMENT - 8 - 7/2021 CITY OF 44 �WayF�dera� �y EXHIBIT "A" SERVICES The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cityoffederahmy.. com The City grants to Contractor the exclusive right and authority to sell on the City's behalf all available Tickets through the System for all Attractions, including but not limited to online, point -of -sale or box office sales, phone orders, Group Sales, all season tickets, and mini -plans. No third -party ticketing companies or brokers may sell any portion of the Ticket inventory for any Attraction unless there is an exclusive written agreement in place between the City and any such companies or brokers that took effect prior to the Effective Date and the City has notified Contractor of such agreement in writing prior to the Effective Date. Without limiting the foregoing, all online Ticket sales shall transpire through Contractor pursuant to this Agreement. Contractor makes no guarantees with respect to Ticket sales in connection with this Agreement, including without limitation any guarantees that a minimum or fixed number of Tickets will be sold through the System for the Attraction. In no event shall the City have any right, title, or interest in or to the System or any portion or component thereof. A. Fan Club Exemption. Contractor understands that from time to time, the City may have to allow a portion of Tickets to be sold through an Artist's fan club. Contractor will grant an exception to exclusivity in those circumstances and allow the City to allocate Tickets to the artist's fan club, but only under the following conditions: i. The fan club allotment will never exceed 10% of the sellable capacity of the Attraction, with "sellable capacity" meaning the total number of Tickets to be sold through the System and the fan club; ii. For non -general admission shows, the fan club allotment shall not include tickets in consecutive rows; iii. The fan club sales will end within thirty (30) days prior to the show; and iv. All unsold fan club Tickets will be immediately returned to the Contractor inventory. GOODS AND SERVICES AGREEMENT - 9 - 7/2021 CITY OF Federal Way EXHIBIT `B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www. cityoffederahvey.. com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Two Hundred Thousand Dollars and 00/100 Dollars ($200,000.00). 2. Method of Compensation: Contractor shall be entitled to receive from the City, and the City shall pay to Contractor, compensation for Contractor's services as follows: a. For Internet Sales, Contractor will receive a Convenience Fee as specified in Box A5. i. For Package Sales, Contractor will receive a Convenience Fee as specified in Box A6. ii. For Group Sales, Contractor will receive a Convenience Fee as specified in Box AT b. For Box Office Sales, Contractor will receive a Convenience Fee as specified in Box A8. Additional charges may apply for custom ticket stock. Blank Contractor stock is available for the fee specified in Box A9. c. For Pull Ticket Sales, Contractor will receive a Convenience Fee as specified in Box A10. d. Bank Charge Card Fees. The City shall pay any fees charged by its merchant bank for all transactions processed through the City's merchant account. For the purpose of billing Ticket purchasers, the City may add any such fees, and any additional fees to be collected for the City's benefit and paid by the Ticket purchaser, to the applicable Convenience Fee to be paid to Contractor for the type of transaction, with the actual amounts due to each party settled via settlement. For any period during which Contractor collects Total Receipts as permitted under this Agreement, Contractor will be responsible for paying its merchant bank, and will charge purchasers the Bank Charge Card Fee. e. Shipping and Handling. The City shall pay all shipping and handling charges associated with the delivery of direct pull tickets and the delivery and return of any rental equipment. To the extent Contractor ships Tickets, the City will collect and remit to Contractor a mutually agreed postage and handling fee from consenting purchasers who select the mail delivery method as specified in Box A17. f. Additional Fees. In addition to the fees established above, the City agrees to pay to Contractor the following amounts: i. Support and Maintenance. An annual fee for email/phone support and maintenance as specified in Box A 12, due upon execution of this Agreement and upon the anniversary of that date each year for the term of the Agreement. ii. Initial Set-up Fee. An initial, one-time, set-up fee as specified in Box A13, due upon execution of this Agreement. iii. Merchant Account Connection Fee. An initial, one-time, merchant account connection set-up fee as specified in Box A14, due upon successful connection of the City and Contractor's merchant accounts. g. Other Costs. All other costs associated with an Attraction, including but not limited to expenses associated with box office, labor, and staffing, shall be the sole responsibility of the City. Optional Services and Fees. The City may use any of the following optional services by notifying Contractor and paying to Contractor the fees described below: a. Digital Marketing Services, including Digital Audit, Strategic Planning, Website Design and GOODS AND SERVICES AGREEMENT - 10 - 7/2021 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www crtyoffederelwey. com Development, Email Database Growth, Email Marketing, Social Media Marketing, Search Engine Optimization (SEO), and Weekly Reporting and Analysis, are available for the fee specified in Box A15. b. For Phone Center Sales, Contractor will receive the Convenience Fee specified in Box A16 as compensation for effecting sales of Tickets through a phone center. This Convenience Fee includes standard mail, will call, or electronic delivery. c. For Mail Fulfillment, Contractor will receive, with respect to purchasers who select mail delivery, a postage and handling fee as specified in Box A17. Contractor will print thermal tickets and mail said tickets to purchasers via First Class US Mail or other reasonably similar method. d. Rental Equipment. Scanners and ticket printers may be rented by the City according to the prices set forth in Exhibit D (price may be adjusted annually for inflation. Contractor must notify City in writing atleast 60 days prior) The City must comply with the Rental Equipment Terms and Conditions attached hereto. The City must give Contractor a minimum of three weeks 'notice on all equipment requests. Scanners and thermal ticket printers may also be purchased through Contractor at a to -be -negotiated price. e. Technical Support. Contractor will provide complimentary technical support via phone and email. On -site support is available at the rate specified in Box A18. This price includes Contractor -arranged transportation, commercially reasonable accommodations, and meals. The City agrees to reimburse Contractor for any additional expenses incurred. BillingTicketing $0.01 - $14.99 - $1 per ticket Internet Channel Sales - Individual $15-$24.99 - $1.75 per ticket A5 tickets, passes, memberships, $25-$39.99 - $2.50 per ticket credentials, vouchers, etc.. $40 and higher - $3 per ticket No charge for comps Package Sales (Bundled Ticket Sales)- A6 Package, Season, Mini -plan, Series or $5 per order Subscription ticket. A7 Group Sales- defined as multiple tickets $5 per order sold at volume discount. Box Office Channel Sales - tickets, per ticket A8 passes, memberships, credentials, $0 peerr ticket for comps vouchers, etc.. A9 Blank Ticket Stock (Per 1000)-reference no charge g Exhibit D for tix stock images & info. A10 Pull Ticket Sales -Contractor prints for same as A8 city A11 Bank Charge Card Merchant Account -if 2.8% (not incl. in AS above). using Contractor credit card merchant GOODS AND SERVICES AGREEMENT - 11 - 7/2021 CITY OF Federal CITY HALL ■ R ■ay 33325 8th Avenue South vv Federal Way, WA 98003-6325 (253) 835-7000 www.c#Wffederahvay.com Remote Support, Maintenance, no charge/included Al2 Technical Consulting & Training training/support provided remotely or at Contractor office in person. A13 Initial Set-up one-time fee no charge A14 City Bank Charge Card Merchant no charge g Account Connection fee A 15 Digital Marketing consulting provided at no charge A16 Phone Center Sales A5 + $4.50 per Order No Charge for Q&A calls $4.50 per order plus delivery fee which can range A17 Mail Fulfillment by Contractor can range from $12-$16 for fedex 2 day and up to $20 for 1 day. USPS trackable is $7 per standard pkg. subject to change per carrier rates. A18 On -site Training and/or Technical $1000 per person per day plus travel costs (hotel and airfare). Support (Optional) A19 Equipment Purchase or rental reference exhibit D A20 Donation Module no charge A21 Merchandise or Concessions Products $•25 per item for intemet or box office channel No charge for comps. GOODS AND SERVICES AGREEMENT - 12 - 7/2021 CITY of CITY HALL Federal Wa 33325 Avenue South �� Federall Way, WA 980038003-6325 (253) 835-7000 www. atyoffederehmy. com EXHIBIT "C" SETTLEMENTS; REFUNDS; & EXCHANGES 1. City Merchant Account Process. City shall process all credit card transactions through its merchant account. For any period during which credit card transactions are processed through City's merchant account, Contractor shall periodically invoice City amounts due Contractor from City hereunder. Payments not received within 30 days of receipt of invoice will accrue interest at a rate of 1.5% per month (or, if less, the maximum amount permitted by applicable law). If payments are not received within 90 days of receipt of invoice, Contractor may, upon delivering notice to City, begin, and continue for the remainder of the term of this Agreement, collecting receipts on its own merchant account, in which event the process set forth in Section 2 will apply. 2. Contractor Merchant Account Process. The process set forth in this Section 2 is applicable for all credit card transactions processed by Contractor. Contractor shall collect the Total Receipts for any period it elects to collect such Total Receipts as permitted under this Agreement. Contractor may keep funds arising from the sale of Tickets in an account containing funds connected with other unrelated ticket servicing agreements (sometimes called "commingling" funds). Contractor shall remit to City the Total Receipts (exclusive of any Convenience Fee and any other amounts due to Contractor hereunder, applicable taxes, and, at Contractor's discretion, chargebacks and other bank fees (for which Contractor may separately invoice rather than deduct)) of all Attractions transpiring the previous Monday through Sunday between Monday and Thursday of the following week by check or ACH. At the time payment is made, Contractor shall also furnish City an event settlement report setting forth the Total Receipts for the applicable Attraction, the deductions therefrom, and the net amount due to City. Such event settlement report in each case shall be conclusive unless within seven days of providing the applicable event settlement report, City notifies Contractor in writing in reasonable detail the respects in which City believes in good faith the event settlement report to be incorrect; provided, however, that the parties promptly shall negotiate in good faith to resolve any such dispute. 3. Chargebacks. City shall be responsible for the payment of all chargebacks associated with Ticket sales arising during the term of this Agreement. For purposes of this Agreement, a "chargeback" is any amount a merchant bank is charged back by a cardholder or a card issuer under the card organization's rules (e.g., cardholder dispute, fraud, declined transactions, etc.) for a cardholder -specific issue, and does not apply to Attraction -wide issues such as a partial or complete cancellation of, or rescheduling of, an Attraction or a change in an Attraction's performers, which will be governed by Section 4. City acknowledges that, due to credit card association rules, standard chargebacks may occur up to 18 months from the date on which a customer has purchased a Ticket, and chargebacks resulting from fraud claims may occur without time limit, and accordingly the parties agree that the provisions of this Section 3 shall survive the termination or expiration of this Agreement. GOODS AND SERVICES AGREEMENT - 13 - 7/2021 CITY OF .� Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www. ciryotfederalway. com I. City Processing. For any period during which credit card transactions are processed through City's merchant account, City agrees to directly pay all such credit card chargebacks. ii. Contractor Processing. For any period during which credit card transactions are processed through Contractor's merchant account, Contractor will invoice City for the payment of all chargebacks and other bank fees it does not deduct from Total Receipts it pays to City pursuant to Section B. Payments not received within 30 days of receipt of invoice will accrue interest at a rate of 1.5% per month (or, if less, the maximum amount permitted by applicable law). 4. Refunds; Rescheduled or Changed Attractions; Resolution of Customer Inquiries: City agrees to assume all responsibilities regarding refunds, exchanges, and resolution of customer inquiries or issues. Contractor agrees to exchange Tickets as directed by the City. City shall indemnify and hold Contractor harmless from any loss, liability, cost or expense arising from claims regarding refunds, Ticket exchanges, partial or complete cancellation of, or rescheduling of, an Attraction, or a change in an Attraction's performers. Contractor will adhere to City's refund, exchange, cancellation, rescheduling, and Attraction change policies, If Contractor is processing transactions through its merchant account, Contractor agrees to assist City in distributing refunds and to provide exchanges of Tickets. Specific refund procedures will be mutually agreed in each case. If any such refunds are related to an Attraction -wide event, Contractor will provide such assistance for at least 30 days after the earlier of the date Contractor is notified of an Attraction -wide refund and the originally scheduled date of such Attraction. After the 30- day period expires, Contractor may, at its sole discretion, remit to City any amounts remaining from the Total Receipts held by Contractor for the canceled Attraction (less all amounts due to Contractor), after which City shall be solely responsible for making further refunds or any other reimbursement to customers of Tickets to the cancelled Attraction. City agrees to reimburse Contractor any bank fees it incurs related to the processing of refunds. Contractor may, in its sole discretion, either deduct any such amounts from other funds held by Contractor otherwise payable to City or invoice City for such amounts. If Contractor elects to invoice City for such amounts, any payments not received within 30 days of receipt of invoice will accrue interest at a rate of 1.5% per month (or, if less, the maximum amount permitted by applicable law). ii. City agrees to inform customers of this refund policy. GOODS AND SERVICES AGREEMENT - 14 - 7/2021 CITY OF Federal Way EXHIBIT "D" RENTAL EQUIPMENT CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.dt),vffederalway.com Item Quantity Price/Term Laptop 6 no charge Ticket Printer 6 no charge Credit Card Swiper 6 no charge Ticket Scanner 8 no charge Additional equipment can be rented for this price Laptop 1 $40ea/per month Ticket Printer 1 $50ea/per month Credit Card Swiper 1 $1 Oea/per month Ticket Scanner 1 $100ea/per month Credential Printer Station I $200ea/per month Credential printer cards 1 $60 per box of 500 Credential Printer Ribbon 1 $66ea B&W ribbon / $167ea full color Credential Cleaning Kit 1 $60ea The cost of shipnigg for fouinrlrent is the responsibility of the City. City must comply with the Rental Equipment Terms and Conditions. GOODS AND SERVICES AGREEMENT - 15 - 7/2021 CITY OF CITY HALL Federal Wa Feder 8th Avenue South �/ Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederaAaay. com RENTAL EQUIPMENT TERMS AND CONDITIONS In addition to the terms and conditions contained in this agreement between City and the Contractor of which this Rental Equipment Terms and Conditions (this "Exhibit D") is a part, the following terms and conditions apply with respect to the rental of the equipment. In the event of any inconsistency between the Agreement and this Exhibit D, this Exhibit D shall control. 1, Price. The City agrees that any rental fees as well as shipping and handling costs for rental equipment will be deducted from settlement payments in accordance with the payment terms set forth in Exhibit C. 2. Term. The term for this Exhibit D shall commence on the date any equipment is shipped to the City and shall continue thereafter for the period set forth in the Agreement (the "Rental Equipment Term"). After the expiration of the Rental Equipment Term, the City shall return the equipment to Contractor using the original shipping packaging provided by Contractor. If the equipment has not been returned within fifteen business days of the expiration of the Rental Equipment Term, the City agrees to pay $25 per business day until the earlier of (a) the rental equipment being returned or (b) twenty business days following the expiration of the Rental Equipment Term. After twenty business days following the expiration of the Rental Equipment Term, the City agrees to pay the full retail value of the equipment in addition to the amounts owed pursuant to the previous sentence. 3. Disclaimers; Warranties. The City rents the equipment as is and, not being the manufacturer of the equipment, the manufacturer's agent or the seller's agent, except as set forth in Section 5C, CONTRACTOR makes no warranty or representation whatsoever, express or implied, as to the merchantability, fitness for any particular purpose, design or condition of the equipment, or intellectual property rights (including without limitation any patent, copyright and trademark rights, of any third party with respect to the equipment, whether relating to infringement or otherwise) with respect to the equipment. CONTRACTOR shall not be responsible for any direct, indirect, incidental or consequential damages arising from possession or use of the equipment, including but not limited to, lost profits or business revenue, lost business, whether such damages are foreseeable and whether CONTRACTOR has been advised of the possibility of such damages. The City agrees that Contractor shall not be liable for any delay in delivery or installation of, or any failure to deliver or install, any equipment. Notwithstanding the foregoing, in no event shall Contractor liability (whether in tort, negligence or otherwise) to the City with respect to the equipment under this Exhibit D exceed an amount equal to the aggregate charges or fees actually paid by the City with respect to the equipment for the one -month period immediately preceding the month during which the event giving rise to Contractor's liability occurs. 4. Use of Equipment. The City agrees that this Exhibit D shall not grant the City any property rights in any of the equipment. The City shall use the equipment solely in the manner contemplated by the Agreement, in a manner and for the use contemplated by the manufacturer thereof. Contractor shall be entitled to inspect the equipment at reasonable times. Contractor may require markings to be fixed to the equipment. The City shall keep the equipment free of any markings or labeling which might be interpreted as a claim of ownership thereof by the City. Without the prior written consent of Contractor, the City shall GOODS AND SERVICES AGREEMENT - 16 - 7/2021 CITY OF CITY HALL South Federal WayFeder l Avenue 8003 Federal Way, WA 98003-6325 (253) 835-7000 www.cityoffederal"y. com not assign, lend, pledge, transfer, or sublease the equipment or permit to exist any security interest, lien or encumbrance with respect to any of the equipment. The City authorizes Contractor to file precautionary UCC financing statements and other similar filings and recordings with respect thereto to protect Contractor's ownership interest in the equipment. The City agrees not to file any corrective or termination statements or partial releases with respect to any UCC financial statements or other similar filings or recordings filed by Contractor in connection with any equipment except (i) if Contractor fails to file a corrective or termination statement or release on request from the City after the equipment has been returned to Contractor or (ii) if not permitted by clause (i), with Contractor's consent. The City shall bear the risk of any loss, theft, damage or destruction to the equipment during the Rental Equipment Term. The City shall obtain and maintain at its own expense, naming Contractor as an additional insured, insurance against the loss of or damage to the equipment. Maintenance of Equipment. Contractor shall provide routine maintenance services. i. If the City experiences a problem with the equipment, the City must call Contractor, who shall respond to the City's request via telephone or email within a commercially reasonable time. ii. Contractor shall use all commercially reasonable efforts to identify and correct the problem with the equipment. Maintenance does not include upgrading software versions or fixing or arranging to have the equipment repaired. If the equipment cannot be fixed, then Contractor shall replace the defective equipment in a commercially reasonable time. U Contractor warrants that the maintenance to be provided under this rental equipment agreement will be performed in a timely and workmanlike manner, using only qualified technicians familiar with the equipment and its operation. iv. If persons other than those employed by Contractor repair, modify or perform any maintenance service on any equipment rented under this Exhibit D, or if the City fails to maintain the equipment in accordance with the manufacturer's requirements, and as a result of either of the foregoing, further maintenance services by Contractor are required to restore the equipment to good operating condition or the equipment needs to be replaced, such further maintenance services or replacement costs shall be billed to the City. GOODS AND SERVICES AGREEMENT - 17 - 7/2021 t� CERTIFICATE OF LIABILITY INSURANCE DATE(M /DD 0 1 21 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AOn Risk Services Northeast, Inc. Providence RI Office CONTACT pNCNE FAX .Ne_g ; (866) 283-7122 A/C.No : (800) 363-0105 E-MAIL ADDRESS: 100 Westminster Street, loth Floor Providence RI 02903-2393 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURERA: The Continental Insurance Company 35289 INSURERB: National Fire Ins. Co. of Hartford 20478 Etix Parent, L.P. 909 Aviation Pkwy Ste 900 Morrisville NC 27560 USA INSURERC: Lloyd's syndicate No. 2987 AA1128987 INSURER D: INSURER E: INSURER F: COVERAGES C-FRTIFIr'ATF NUMBFR! 570090268205 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM$ EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as rc ucsted INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EPF POLICY EXPLra LIMITS B X COMMERCIAL GENERAL LIABILITY Y 6057095785 04/28/2021 04/28 2022 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES lEa occurrence $100 , 000 CLAIMS -MADE X OCCUR F] VIED EXP (Any one person) $15 , 000 PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE L[MITAPPLIFS PFR GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG O $ 2 , 000 , OO RO- POLICY ❑ JJECr ❑ LOC HX OTHER: B AUTOMOBILE LIABILITY 6057095771 04/28/2021 04/28/2022 COMBINED SINGLE LIMIT $1,000,00 BODILY INJURY ( Per person) X ANY AUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HIRED AUTOS NON -OWNED ONLY AUTOS ONLY E 1 PROPERTY DAMAGE Per ecciden A X UMBRELLALIAB X OCCUR 6057095771 04/28/2021 04/28/2022 EACH OCCURRENCE $5,000,000 AGGREGATE $ 5 , 000 , 000 EXCESS LIAB CLAIMS -MADE DIED I X RETENYION $10,000 A WORKERS COMPENSATION AND WC657095799 04/28/2021 04/28/2022 X PER STATUTE OTH EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N I p` EL. EACH ACCIDENT $1,000, 000 E.L. DISEASE -EA EMPLOYEE $1,000,000 EL DISEASE -POLICY LIMIT $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below c Cyber Liability CT1400321 SIR applies per policy to 04/28/2021 Rs & conditions 04/28/2022 Each Claim SIR $5,000,000 $50,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) City of Federal Way is included as Additional Insured in accordance with the policy provisions of the General Liability policy. CERTIFICATE HOLDER CANCELLATION 7i SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Federal Way AUTHORIZED REPRESENTATIVE 33325 8th Ave. S. Federal Way WA 98003-6325 USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD srrATES Op-, r4 jube 6tate of vMi yp tj: k.�, '�I�� � ivy ,►� r4�fY�� "" 'MAIi 1 /��► 4 iss �Mb e ♦� Secretary of State I, STEVE R. HOBBS, Secretary of State of the State of Washington and custodian of its seal, hereby issue this CERTIFICATE OF REGISTRATION to ETIX, INC. A/AN DELAWARE PROFIT CORPORATION, effective on the date indicated below. r�e� i ■ AMEN M#A NNE a an •Rrw In y`y . i1-41- ` ONE 405NUN R H•� ian E•• } I Effective Date: 12/08/2021 UBI Number: 604 214 828 Given under my hand and the Seat of the State of\Vashington at Olympia; the State Capital )L -�- //,it Steve R. Hobbs, Secretary of State Date Issued.: 12/08/2021 a IWWISA Washington State Department of Revenue < Business Lookup License Information: Entity name: ETIX, INC. Business name: ETIX, INC Entity type: Profit Corporation UBI #: 604-214-828 Business ID: 001 Location ID: 0001 Location: Active Location address: Mailing address: Excise tax and reseller permit status: 909 AVIATION PKVVY STE 900 MORRISVILLE NC 27560-9000 909 AVIATION PKWY STE 900 MORRISVILLE NC 27560-9000 Click here Secretary of State status: Click here Endorsements Endorsements held at this location License # nt Details Federal Way General Business - Non -Resident Governing People May include governing people nor registered with Secretary OState Governing people Title BADHAM, RICHARD PAXTON CROSSIAND, BRIAN M. JANOVICH, TRAVIS J. E New search Back to results Status Expiration date First issuance da• Active Feb-28-2023 Feb-07-2022 The Business Lookup information is updated nightly. Search date and time: 2/8/2022 10:35:09 AM