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AG 23-053 - FEDERAL WAY PAECRETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: FWCC 2. ORIGINATING STAFF PERSON: Trisha Plucknett EXT: 6921 3. DATE REQ. BY: 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 N OTHER License Agreement PAEC -Arts Explosion 5. PROJECT NAME: Arts Explosion Event 6. NAME OF CONTRACTOR: Federal way PAEC ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: Brian. Hoffman TITLE General Manager 7. EXHIBITS AND ATTACHMENTS:® 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: upon execution COMPLETION DATE: June'r. 2023? 9. TOTAL COMPENSATION $1,500 license deposit fee (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES R'NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: © RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO- 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER CG 02/08/23 ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 91 LAW JE 2/9/23 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ 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/ DATE SIGNED VK AW DEPARTMENT ZIA 213 -SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK r v V r i ❑ ASSIGNED AG# COMMENTS: Please review and let us know if we are good to sign and execute this license agreement Please review all highlights and associated comments within the document and let us know if there are questions. JE 2/9/23 2I_2017 LICENSE AGREEMENT FEDERAL WAY PERFORMING ARTS a EVENT CENTER THIS LICENSE AGREEMENT (the "Agreement'') is made and entered into this 7th day of February 2023. by and between Global Spectrum, L.P. D1BIA OVG360 ("Licensor-), as agent on behalf of The City of Federal Way (the "Owner'), having an office at 31510 Pete von Reichbauer Way S, Federal Way WA 88003 and City of Federal Way Arts Commission C/O Cody Geddes, ("Licensee') having an address at 33325 801 Ave S, Federal Way WA 98003. - WHEREAS, the Owner awns the Federal Way Performing Arts and Event Center, located in Federal Way WA (the 'Center), and has engaged Ucensor to manage and operate the Center on the Owner's behalf, and WHEREAS, Licensor is authorized to enter into contracts on behalf of the Owner for use of space within the Center, Licensee desires to license space within the Center, and Licensor agrees to license such space, under and subject to the terms and Conditions set forth herein. INTENDING TO BE LEGALLY BOUND, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED HEREIN, -THE PARTIES HERETO AGREE AS FOLLOWS: I. Specific Terms of License. A. DESCRIPTION OF LIGEi SED SPACE AND PERIOD OF USE: PAEC parking lot, lobby, FWPAEC Meeting Room & Piquette Meeting Room. June 2nd 2023 8:00sm—10:00pm June 31d 2023 8:00am—10:00pm "Note FW Youth Symphony will be performing at 4pm in the Theater, parking lot, lobby and restrooms will be shared amongst both organizations June 4t' 2023 8:00am - 2:00pm B. PURPOSE OF LICENSE: Arts Explosion Event C. EXPECTED ATTENDANCE: TBD D. DEPOSIT: $1,5W.00, due February 21, 2023. E. LICENSE_FEE: Rent $0.00 per City, Licensee responsible for reimbursement of Event expenses, per Section 5 of the General Terms and Conditions. F. *FOOD AND BEVE fRAGE MINIMUM: NA- Federal Way PAEC is the exclusive food and beverage provider. Outside food and beverage is prohibited. G. PAYMENT TERMS: Remaining balance due no later than 10 days after event (June 14, 2023). H. SPECIAL CONDITIONS: No helium balloons, no taping or tacking materials to walls or windows. "" See note above in section A regarding FW Youth Symphony THE ABOVE TERMS ARE SUBJECT IN ALL RESPECTS TO THE GENERAL TERMS AND CONDITIONS ATTACHED HERETO, WHICH ARE INCORPORATED HEREIN AND MADE AN INTEGRAL PART OF THIS AGREEMENT. IN WITNESS WHEREOF, the undersigned have duly executed this Agreement by their authorized representatives on the date set forth below. Licensor. GLOBAL SPECTRUM, L.P., As A By, Na oiTma Title: eneraf Man er Date: Licensee: City of Federal Way Arts Commission By, Name: Title: A --La -Z:>r fe, Date: gl��.n� i of 4 It. GENERAL TERMS AND CONDITIONS t, Gre nt 9f W co n sp • P rem IsesSubject to the terms and conditions herein set forth. Ucensor hereby grants to Licensee the right and license to use the roomslspace described in Section $.A, located within the Center (the "Promises') for the Gmiled purpose of holding the event described In Section 13 (the 'Event"), and not far any other purpose. Llcansee shell not have access rights or privileges in or to any other par! of the Cenler besides the Premises, except for the privilege of ingress and egress through the public corridors In the Center, on a non-exclusive basis, as necessary to utilize the Premises- Unless agreed otherwise in writing by Licensor, the Even wl11 be open to the public. 2. Dstiiis of I lea- unless this License Agreement (the "Agreement") is earlier temninated pursuant to the provisions hereof, Licensor grants to Licensee the right to use the Premises for the Event en Ihe dates) and time set forth in Section I.A (the -Term'). The Term may not be extended by Licensee without obtaining Licensors prior written permission (which permission may be withheld in Licensees sole discretion). In the event the Term Is extended pursuant to the preceding sentence, Licensee shall be responsible for any additional fees and costs required by Licensor in connection therewith- 3- 6u des of Licensor. Except as may be otherwise specified in Seaton I.H, Licensor shall, at the sole cost and expense of Licensee, provide (or cause to be provided), any and all personnel as may be required by Licensor (in its sole discretion) to property staff the Center for the Event and for the proper and safe presentation of the Evert. including wjlhout iimitafion personnel to set up and take down the event, security person net, electricians, jenilonat staff, audio visual technicians, telecommunications staff, internet technotogy staff, concession and catering staff and other necessary support services customarily provided by Licensor for a like event. as applicable, and additional items, equipment, personnel and services which Licensee requests to be provided in connection with the Event and which Licensor is reasonably able to provide, all of which shall be subject to the approval of Licensor. It is understood by Lleensee that services, labor and equipment will be provided only to the extent of existing available inventory and inconsideration of other Center events and activities. 4, o - A non-refundable deposit In the amount set forth In Section LD is due and payable to Licensor according to the payment schedule set forth in Section I.G. Such deposit shall be credited to the License Fee and reimbursable expenses described below. Licensee shall not be entitled to the payment of any interest whatsoever on the deposit paid to Licensor. This deposit is non-refundable without regard to whether Licensee makes use of the Premises. If the deposit (or any portion thereof) is not paid on or before the due date(s) specified in LIS, Licensor may terminate this Agreement, in its sole discretion, by providing written notice of termirtation to Licensee. Any such termination shall be In addition to any other right or remedy available to Licensor at law or in equity arising out such breach by Licensee, including Licensor's right to recover damages. S. Llcenbe Fro. In consideration of the license granted hereunder, Licensee agrees to pay to Licensor (i) a license fee in the amount set forth in Section I.E, plink (11) Ihe "Food and Beverage Fee" as described in Section 6 below, pop§ (Iii) reimbursement for any and au costs incurred by Licensor in connection with Licensee's use of the Premises, Including, without limitation, costs Incurred for the provision of the Items, services and personnel described in Section 3 above, as such costs are described on a work order to be issued by Licensor prior to the Event. All such fees shall be paid by Licensee prior to the Event. according to the schedule set forth in Soctian I_G. Any additional costs relating to changes in the event requirements shall, unless otherwise agreed by Licensor. be paid by Licensee by credit card on the day of the Event- In the event Licensee falls to remit payment when due of any amounts due, interest shall accrue an such overdue amounts at the rate of 1 % % per month (18% per annum), or Ihe maximum rate permitted by law, whichever is less. Unless otherwise agreed by Licensor, payments shall be made by money order, wire transfer, or certified check. 6. Food and Boverago. A. Licensor shall have the exclusive right to provide food and beverage services in connection with the Evert, acting through the Center's contracted food and beverage provider (''F&B Provider'). No other individual or organization is permitted to bring food or beverage products into the Center. B. Licensee shall pay Licensor for all food and beverage products and services provided by the F&B Provider at the Event (the 'Food and Beverage Fee'). in accordance with the payment schedule set forth In Section I.G. Licensee acknowledges that the License Fee has been established based on Ucensee's repfesentation that the Foad and Beverage Fee to be paid by Licensee hereunder shall be no less than the amount of Ihe Food and Beverage Minimum set forth in Section I.F. In the event the actual Food and Beverage Fee is less than the Food and Beverage Minimum, Licensor shall have the npht to increase the License Fee by an amount necessary to compensate the Center for the deficiency, as described in Section I.F andlor E.H. C. No later than 21 days prior to the Event, Licanaee and the F&B Provider shall enter into a work order specifying the specific menu items and estimale of number of people at the Event for whom such items will be provided. Such work order shall Include an estimate of the Food and Beverage Fee. No later than 5 days priof to the Event, the work order shall be revised to reflect any changes in the "guaranteed" number of people attending the Event, Once such work order is entered into, Licensee shal) be required to pay, at a minimum, the Food and Beverage Fee specified therein, regardless of any subsequent changes requested to the menu or attendance number. Any remaining balance of the Food and Beverage fee not previously paid to Licensor shall be paid to Licensor by credit card on the day of the Event, 7. Eve nit Rgauirern ts. Licensee shall provide to Licensor all necessary set-up instructions (personnel, equipment, utilities, layout. etc.) for the Event no later than twenty-one (2 1 ) days prior to the commencement of the Term (or, if this Agreement is executed and delivefed less than 21 days from the commencement of the Term. then Immediately upon execution hereof). If such instructions are not provided to Licensor by such date, or if changes are made to such instructions aflerlhey have been provided to Licenoor and Licensor Incurs additional costs or expenses as a fesulI of such changes, Licensee shaft be responsible for such additional costs and expenses at Licensor's prevailing rates. g. Adv*!31sina and Pro 1 n. Licensee shall not pubilclze, or permit to be publicized. the Event prior to execution of this Agreement by Licensor. Licensee warrants that all advertising of the Event will be accurate and truthful, and will include accurate information ofevent limes and ticket prices (if applicable)- Ail advertising of the Event shall be subject to the prior written approval of Licensor (which shot] not be unreasonably withheld). All print and broadcast materials associated with the Event shag use the official fadlity name and logo, which use shall in each Instance be subject to the approval of Licensor. Licensor reserves the right to display or sell, without fimitation, advertising and promotions within and about the Center, and to retain all Income from such display or sale. Licensee shall not interfere with, block. remove or otherwise disturb advertising or promotions within or about the Centerwithout the prtorwritten consent of Licensor. Signs containing commercial or sponsored advertising messages must be approved in advance in writing by Licensor. g. Licenses; Perimits. Ucensee shall secure prior to commencement of the Term, all Iloan ses, permits and approvals that may be required in connection with the use of the Premises for the Event, including without limitation those required by ordinances, rules andlor regulations of gave mmental authorities. and all licenses required by any performing acts societies such as ASCAP or BM for music or other copyrighted works to be utilized or displayed at the Event; provided. however, Licenses shag not be requited to secure any permits for the general occupancy of the Canter, a any music licenses from SESAC (each of which has previously been secured by Licensor or the Owner). Licensee shall defend, indemnify and bold harmless Licensor and the Owner from any and oil 2 of 4 claims, fees, expenses, costs or damages, including reasonable attomeys' fees and court costs, suffered or incurred by such parties In connection with any breach of this paragraph. 10. Insurance. A. 99inae. Licensee shall obtain, at its own cost and expense, with Insurance companies currently rated A VIII or better by Bests Key Rating Guide, commercial general liability insurance that insures all operations of Licensee contemplated by this Agreement. Such insurance shall name Global Spectrum, L.P. and the Owner City of Federal Way as additional insureds. Such insurance shall be written with a limit of at least One Million Dollars ($1,000.000) per occurrence combined single limit for bodily injury, property damage and personal injury. Licensee shall also maintain, at its own cost and expense, with insurance companies currently rated A Vill or better by east's Key Rating Guide, commercial automobile liability insurance, Including coverage for the operation of owned, leased, hired and non -owned vehicles, in the minimum amount of Five Hundred Thousand Dollars ($500.000) per accident (PI and PD combined single limit). Such commercial general liability insurance shall be primaryto and not contributory with any insurance coverage or self -insured program of Licenser. Licensee shall also maintain, at its own cost and expense, workers' compensation insurance in respect of all employees and any borrowad, leased or other person to whom such compensation may be payable by Licensee. B. Certifi . Certificates evidencing insurance required pursuant to this Section 10 shall be provided to Licensor not less than lhirty (30) days prior to commencement of the Term, provided that if this Agreement is executed and delivered less than thirty (30) days prior to the Term, the certificates shall be provided immediately upon execution of this Agreement. The policies shall also provide, and the certificate shall so note, that the coverages may not be canceIad or that a major Change In coverage may not be implemented without at least thirty f30) days' prior written notice given to Licensor. 11. Indemnity; Limitation on Ltabillt r. A Indemnifies. Licensee hereby agrees to Indemnity, defend, and hold harmless Licensor and the Owner City of Federal Way], and their respective officials, officers. directors. agents, employees, successors and assigns from and against any and all claims, damages, expenses, costs (including, without limitation, reasonable attorneys' fees) and liabilities (collectively, -Claims") arising or alleged to arise from 0) any breach of this Agreement by Licensee, (ti) any alleged or actual violation or infringement by Licensee or its employees, agents or contractors of any copyright or other intellectual property right of a third party in connection with the Event or activities occurring at the Event, (iilj the use of occupancy of the Center by Licensee, its employees, agents, contractors, exhlbitors, invitees, guests or patrons, and (iv) the acts or omissions, or violation of any applicable law, rule, regulation or order, of or by Licensee or any of its employees, agents. Contractors, exhibitors. invitees, guests or patrons, which shall include any and all COVID-19 related Claims asserted or alleged against indemnilees arising out of the Event. Licensee shall be obligated to indemnity, defense, save and hold harmless indemndees for COVID-19 related Claims regardless of whether Licensor is alleged to have been negligent, in whole or in part. Notwithstanding the foregoing, the obligations of Licensee in this paragraph shall not apply to the extent the Claims arise out of the gross negligence or intentional misconduct of Licensor or its employees or agents. B. Condition of Premises Licensor makes no warranty or representation to Licensee of any kind (express or implied) regarding the suitability of or compliance with applicable laws by the Premises, or any portion thereof, as built, for any aspect of the use Licensee expects or inle PCs to make of the Premises. Licensee further agrees that the Premises shall be delivered by Licensor to Licensee "AS IS,'"WHERE IS" andWITH ANY AND ALL FAULTS' and without warranty, express or implied, as to the merchantability or fitness for the use !hereof far any particular purpose. C Limit Ilan on Liability. Licensor shall not be liable under any circumstances to Licensee or to any third party for any indirect, special, punitive or consequential damages, or loss of revenue or profits, arising in connection with this Agreement, even it Licensor has been advised a the passibility of such damages. Furthermore, Licensor shall not be responsible or Ill able for any injury or death to person or loss or damage to property sustained by Licensee, its employees. agents, exhibitors, contractors, or any other person claiming through Licensee resulting from any condition, accident or occurrence In or upon the Premises, unless such Injury, loss or dam age is due to the gross negligence or intentional misconduct of Licensor or its employees or agents. Survival. The provisions of this Section 11 shall survive any expiration or termination of this Agreement. 12. Compliance h Laws ind Rut" of the Promisog., Taxes. Licensee shall comply with, and shall cause all of its employees, contractors, participants and invitees to comply with. ail laws. regulations, and ordinances applicable to it in connection with Its performance under this Agreement as well as all rules and regulations regarding the use of the Center ('Compliance Obligations'). These Compliance Obligations include, without limitation, compliance with all laws, regulations, ordinances and Center rules implemented to reduce the risk of transmission of COVID-19. Unless otherwise expressly stated herein, any items or services provided by the Ucensor to Licensee to assist Lloensee in performing Its Compliance Obligations shall be the sole responsibility of Licensee and reimbursable to the Licensor in accordance with Section 5. Licensee agrees to pay promptly all taxes assessed on its activities at the Center hereunder, including any sales tax on the payment of Licensee's fees hereunder (which shall be in addition to the amounts due hereunder). 13. Use of the Premises. A. ❑ • R m 91 Promises Licensee shall use the Premises in a safe and careful manner. Licensee agrees not to do or allow to be done any act which shall mar, deface or Injure any part of the Premises, nor shall Licensee change or rearrange any equipment or other property on the Premises without Licensor's prior written approval. Upon expiration of the Term, Licensee shall deliver up to Licensor the Premises in as good condition and repair and in the condition received at the beginning of the Term. excepting usual wear and tear. Upon expiration of the Term, Licensee shall immediately remove from the Center any and all property. goods, or other effects belonging to, or brought into the Center by, Licensee, its employees, agents, contractors, representatives• guests or invitees. If Licensee fails to do so, Licensor may store or cause to be stored any such property at Licensee's expense. Alternatively. Licensor may deem such properly to be abandoned and sell such property in such a manner and to such an extent as Is permitted by applicable law, and apply the proceeds of such sole(s) in a mariner determined by Licensor in its sole discretion. B. LIU nsor Acceis and Con _ Licensee shall, and shall cause Its employees and agents to, follow any and all rules, regulations and policies of the Center• including any insiructiona of Licensor's representatives regarding License a'& use and Occupancy of the Center. In licensing the use of the Premises to Licensee, it is understood that Licensor does not relinquish the right to control the management thereof and to enforce all necessary rules and regulations. Licensor shall at all times have the right to limit the number of people attending the Event, Tor the purpose of ensuring the safety of people and property at the Premises. C. Disord dy Conju Licensor reserves the right at ail times to refuse admission to or to Cause to be removed from the Event, the Premises andlor the Center any disorderly person, including Licensee's employees, agents• contractors, guests and irvitees, as determined by Licensor in its sole discretion, and in the event of the exercise of such authority. Licensee hereby waives any and all claims for damages against Licensor and the Owner on account thereof. 3 of 4 ❑. 2tw%ym. Licensee acknowledges that other events or activities may be scheduled within the Center during the Term in areas other than the Premises. Licensee acknowledges that the public parking areas surrounding the Center are not exclusive to or for the Event contemplated by this Agreement Licensee agrees to adhere I a -good neighbor" poll cy and wilt not permit or allow to be permitted, any activity In the Premises that will disturb use of other areas of the Center by any other individual. entity, organization or event. E. 9ro d stt . Licensee shalt not televise or broadcast the Event or any part thereof without the prior written approval of Licensor (which may be withheld in Licensoe's sole discretion, and may be conditioned on Licensee paying an additional fee for the privilege to broadcast the Event, or Licensee procuring additional insurance to rover such broadcasting activit es). 14. Termination. Either party may terminate this Agreement in the event the other party fails to perform any of its material obligations under this Agreement, and such failure has not been cured within fifteen (15) days (or 5 days in the event of a payment default) after the date on which the breaching parry receives written notice describing such breach in reasonable detail, Notwithstanding the foregoing, in the event Licensee fails to provide the insurance certificate required herein by the date due hereunder, or if Licensor may suffer irreparable harm as a result of the breach by Licensee, Licensor shall not be required to waft any period of time before terminating this Agreement or pursuing any remedies hereunder or under applicable law. Any terminatnn of this Agreement shall not prejudice any other right or remedy available to the non -breaching party at law or in equity. In the event Licensor terminates this Agreement due to a breach or default by Licensee, Licensor may retain as damages any fees paid by Licensee under this Agreement (Including the deposit), without prejudice to any other legal rights or remedies Licensor may have. 15. Gancellotion of Evqnt 141 Lt n . In the event of a cancellation by Licensee of the Event (except as may be authorized by Section 14 above), no deposit refund shalt be made. Additionally, and unless indicated olhenvrse in Section M above, Licensee shall be obligated to pay the full amount of fees contemplated to be due hereunder had the Event actually occurred. including without limitation the Food and Beverage Minimum- The parties agree that Licensor will be damaged by any such cancellation, and that the exact amount of such damages would be either impossible or inconvenient to prove, and that the amounts set forth in the preceding sentence are a reasonable estimele of the amount of such damages. The parties further agree that such amount shall cons]liute liquid aled damages, and not a penalty of any kind. The remedies set forth in this section are in addition to, and not in lieu ot, any other rights or remedies Licensor may have, at taw or in equity, in the event or breach or cancellation of this Agreement by Licensee. 16, Farce Male ure. Should Licensee ba unable to lake possession of the Premises or present the Event due to an Event of Force Majeure. neither Licensor nor Licensee shall have any Iiab114 under the Agreement and Licensee, as its sole remedy and relief, shall rece lye a refund of any uncommitted or cancelable advance payments less any expenses incurred by Licensor in preparing for the Event_ The term "Event of Force Majeure" shad mean any and all acts of God, strikes. lock -outs, other industrial disturbances, acts of the public enemy, laws, rules and regulations of governmental or quasl-govemmentaI entities, wars or warlike action, arrest or other restraint of government (civil or military), blockades. insurrections, riots, vandalism, terrorism or terrorist threats. epidemics. lightning, earthquakes, hurricanes, storms, floods, washouts, fire a other casualty, civet disturbances, explosions, breakage or accidents to equipment or machinery, threats of bombs or simltor inteinrpborts, confiscation a seizure by any government or public aulhority, nudear reaction. radioactive 00MeMinab on. accidents, or any other causes, whether of the kind herein enumerated or otherwise that are not reasonably within the control or caused by the party claiming the right to delay the performance on account of such occurrence; provided, however, in no circumstances shall the monetary inability of a party to perform any obligation contained in this Agreement be construed to be an Event of Force Majeure. Upon removal or cessation of the Event of Force Majeure, the parties' respective rights and obligations hereunder shall be reinstated for any and all subsequent sessions of the Event remaining In the Term (irany). 17. Non-Dlscrl ination I Amara ans Whir Dlsabilily Ate. Licensee agrees not to discriminate against any employee or applicant for employment to be employed in the performance of or in relation to this Agteement, with respect to the hire, tenure, terms, conditions or privileges of employment, or any other matter directlyor indirectly related to such employment, whether an account of race, marital status, color, religion, national origin, ancestry, age, sex, or handicap except where based on a bona -fide occupational qualification, With respect to the Event, Licensee recognizes that it is subject to the provisions of Title III of the Americans With Disabiltlles Ad, as amended CAW), To the extent that Licensee reconfigures, modifies, alters, rearranges, or otherwise prepares or -nets up' the Promises or any other portion of the Center in order to accommodate the Event, Licensee shall be responsible fur ensuring that such areas comply (and continue to comply throughout the Tarm) in all respects with the ADA, including without limttation with fegsrd to accessibility, usability, and configuratian. Licensee shall be solely responsible for providing auxiliary aids or any modification of the Premises or other portions of the Center that may be required in order to accommodate the Event, and for ensuring that the Paticies, practices, and procedures it applies in connection with the Event are in full compliance with the ADA- 18. 1Nlst:ell8neous. A. Entire Agreement: Amendments: Govgmino Law. This Agreement represents the entire understanding of the parties hereto with rasped to the subject matter hereof and supersedes any and all prior understandings, written or ora], among the part[as hereto. This Agreement may only be modified or amended by a subsequent written agreement signed by an authorized representative of Licensor and by Licensee. This Agreement shall be governed by the laws of the State of Washington applicable to contracts made and to be performed In such state, without regard to conflicts of laws principles. B. Notipq§ Notices by Licensor and Licensee to each other shall be deemed duly given if (i) delivered personally with a signed receipt evidencing such delivery, (II) transmitted by telecopier with confirmation of transmission, (lit) mailed by certified mail, return receipt requested, postage prepaid, or (iii) delivered by duly recognized air courier service to the addresses indicated in the opening paragraph hereof. All notices sent to Licensor shell be cant to the attention of General Manager and also to Global Spectrum, 150 Rouse Blvd., Philadelphia, PA 19112 Altn: General Counso1. C, AsgWriment. This Agreement shall not be assigned nor shall Licensee's right to use the Premises be sublicensed by Licensee without the prior written consent of Licensor in each instance. which may be withheld in Licensoe's sole discretion. Licensor may assign this Agreement a[ any time to any party including, without limitation, any successor owner or operator of the Premises. 0. No Aaenn . The relationship between Licensor and Licensee is that of independent contractors and not agen[s or employees. Under no circumstances shall this license be considered a contract of partnership or joint venture. Neither party shall be liable for any of the debts, accounts, obligations or other liabilities of the other party, cis agents or employees, and neither party shall have any authority to obligate or bind the other party in any manner except as may be expressly provided herein. r E. Waivers No waiver shall be effective unless In writing and executed by the party to be charged with such waiver. No waiver shall be deemed a continuing waiver in respect of any subsequent breach or default, whether cf similar or dissimilar nature, unless expressly so stated in writing. F. �r hk'ii y. The invalidity or unenforceabitity of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. Licensor. G. Effective ne of ARMament. This Agreement will not be effective or binding upon Licensor until it has been executed and delivered by 4 of 4