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AG 23-144 - A-O ENTERTAINMENT, LLCRETURN TO: A �Y EXT: Wi CITY OF FE ERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: City of Federal Way - Federal Way Community Center 2. ORIGINATING STAFF PERSON:_ Ashriya Guptar EXT: 6950 3. DATE REQ. BY: 6/1/23 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 A GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Zorb Ball Attraction at Red, White, & Blues Festival 6. NAME OF CONTRACTOR: A-O Entertainment, LLC ADDRESS: 1709 SW 323rd St Federal Way, WA 96023 TELEPHONE 253-332-0607 E-MAIL: aoentertainment@hotmail.com FAX: SIGNATURE NAME: ❑ianniS COrbf'tt TITLEOwner 7. EXHIBITS AND ATTACHMENTS: X SCOPE, WORK OR SERVICES ® COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE o ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: upon execution COMPLETION DATE: July 5, 2023 9. TOTAL COMPENSATION $ $250.00 payable to the City (they pay us) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ 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: "r" 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 9 PROJECT MANAGER KH 5125123 ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) © LAW JE 5/31/23 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOWCONTRACTOR 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 LAW DEPARTMENT SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ASSIGNED AG# AGl " COMMENTS: 2/2017 Clrr OF CITY HALL South Federal Way Feder l Avenue 8003 Federal Way, WA 98003-6325 (253) $35-7000 www 0yoffederal way coin CONCESSIONAIRE AGREEMENT FOR ZORB BALL AT RED, WHITE AND BLUES FESTIVAL This Conoessionaire Agreement ("Agreement") is made between the Cityof Federal Way, a Washington municipal corporation ("City"), and A-0 Entertainment LLC, a Washington limited liabilityeompany ("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: A-O ENTERTAINMENT, LLC Dennis Corbett 1709 SW 323'd St Federal Way, W A 98023 (253) 332-0607 (telephone) aoentertainment@hotmai Loom The Parties agree as follows: CITY OF FEDERAL WAY: Kevin Hutchinson 33325 8'" Ave. S. Federal Way, WA 98003-6325 (253) 835-6927 (telephone) (253) 835-6929 (facsimile) kevin.hutchirwn@cityoffederE 1. TERM. The term of this Agreement shall commence upon the effective dateof this Agreement, which shal I be the date of mutual execution, and shal I continue unti I the completion of the Services, but in any event no later than July 5"', 2023 ("Term") I , 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more speci fical ly 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 Cityof Federal Way business registration. The Contractor warrants it wi I I 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 perforated. The Contractor warrants goods are merchantab le, are fit for the particular purpose for which they were obtained, and wi I I perform in accordance with their specif ications 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 issubjectto 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 shal I be used; rebui It or used parts are not acceptable. When defects are corrected, the warranty for that potion of the work shal I extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shal I 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 CONCESSIONAIRE AGREEMENT -1 - 4/2023 A�kUiY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) $35-7000 wwwC111offe1ar,3, way. coin the City, the City may complete the corrections and the Contractor shal I pay all costs incurred by the City in order to acoompiish the correction. 2.3 Time Documentation. and Inspection. Workshall begin immediately upon theeffectivedateof 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. 2A 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 al I 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 ob I igated to, perform the necessary clean up and the oosts thereof shall be immediately paid by the Contractor tote City and/or the City may deduct its costs from any remaining payments due to the Contractor. & 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 fai Is 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. The Contractor agrees to pay the City as delineated in Exhibit "B," attached hereto and incorporated by this reference. The Contractor agrees that any percentage rate or method used to calculate the compensation to the City shal I remain locked at the renegotiated rates) fora period of one (1) year from the effective date of this Agreement. Except as otherwise provided in Exhibit "B," the Contractor shall besolely 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 shal I submit its Percentage Payment to time City as outlined in Exhibit "B." 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, lip, 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 RC W 4.24.115, then, in the event of liability for damages arising out of bodi ly 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 agreeto defend and indemnifythe City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the CONCESSIONAIRE AGREEMENT - 2 - 4/2023 Al§s. Federal Way CITY OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.cilyoffederahuay com 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 specif ical ly 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 byany limitation on the amount of damages, compensation or benefits payable to or by any thi rd party under workers' compensation acts, disabi lity benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 Cily Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its off ioers, 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 survivethe expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. 1 NSU RANC E. The Contractor agrees to carry insurance for liabi lity which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or 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 insuraneecovering liability arising from premises, operations, indepawlent contractors, products -completed operations, stop gap liability, personal injury, bodily injury, death, propertydamage, products liability, advertising injury, and liabilityass<med under an insured contract with limitsno less than $2,000,000 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. Automobileliability insurance covering all owned, non -owned, hired and leased vehicles with a minimum combined single limit 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 liabi lity insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all camoercial 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 CONCESSIONAIRE AGREEMENT - 3 - 4/2023 CITY OF CITY HALL Fe ro I �y Feder l Avenue South Federal Way, WA 98003 6325 (253) 835-7000 wow cityoffederalway corn 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 tai I 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. C 0 N F I D E N T I A L ITY. 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. AI I records submitted by the City to the Contractor wi I I 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. W O R K PR 0 D UCT. A I I originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, f i les, computer disks, magnetic media or material which may be produced or modified by Contractor whi le performing the Work shal I belong to the City upon delivery. The Contractor shal I make such data, documents, and f i les avai lable to the C ity and shal I del iver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, al I originals and copies of anysuch 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 pursuantto this Agreement. These reeordsshall besubject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR/ EMPLOYEE CONDITIONS. 10.1 ind endenee. The Parties intend that the Contractor shal I be an independent contractor and that the Contractor has the abi lity to control and direct the perfonmanee and detai Is 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 benef it 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 notifythe City and eompleteany required form if the Contractor retired under a Staiteof Washington retire-entsystem and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safet . 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 performaimoe of the contract work and steal I uti lize all protection necessary for that purpose. Contractor shal I comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/W ISHA requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 W AC), and General Occupational Health Standards (Chapter 296-62 W AC). Contractor shal I erect and properly maintain, at al I times, all necessary guards, barricades, signals and other safeguards at al I unsafe plaoes CONCESSIONAIRE AGREEMENT - 4 - 4/2023 AN§.�_ Federal Way CITY OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederal way com 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 shal I protect from damage al I water, sewer, gas, steam or other pipes or conduits, and al I hydrants and al I other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shal I, 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 shal I be done at Contractor's own risk, and Contractor steal I 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 insuranoethat is purchased for the benefit of the City, regardless of whethersuch may provide a secondary or incidental benefit to the Contractor, shall not be deemed to oonvertthis Agreementto an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shal I 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 abi I ity to perform the Services. Contractor agrees to resolve any such conf I icls 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. E UAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreementor anysuboontract, thereshall be nodiscrimination 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, 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 fol lowing: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractorshal I comply with and shall not violate any of the terms of Chapter 49.60 RC W, Title V 1 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, shal I be effective for any purpose. Should any language in any Exhibits to this Agreement conf lict with any language in this Agreement, the terms of this Agreement shal I 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 Agreernentthalt isdeclared invalid, inoperative, null and void, or illegal shall in nowayaffector invalidateanyother provision hereof and such other provisions steal I 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. CONCESSIONAIRE AGREEMENT - 5- 4/2023 clrr Of: CITY HALL Federal WayFeder 8th Avenue South Federal Way, WA 9$003-6325 �► (253) 835-7000 www cityoffederalway. com 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 oral I 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 ful I force and effect and no further assignment shal I 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 thesole protection and benef it of the Parties hereto. No other person or entity steal I have any right of action or interest in this Agreen-emt based on any provision set forth herein. 13.3 Compliance with Craws. 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 nul I and void, at the City's option. 13A 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 shal I be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personal ly tote addressee of the notice or maybe 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 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 shal I be and remain in fu I I force and effect. Fai lure or delay of the City to declare any breach or default immediately upon oocurremceshall not waivesuch breach or default. Fai lure 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 alterative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be fi led 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 anyclaim or lawsuit arising from this Agreement, each Partyshall pay all its legal costs and attorney's fees and expenses incurred in defending or bringingsuch claim or lawsuit, including al I 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 Agreementon behalf of the Cityand 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 thesameeffect as if all Parties hereto had signed #*same document. All such counterpartsshal I be construed together and shall constitute one instrument, but in making proof hereof it shal I only be necessary to produoeonesuch counterpart. Thesignature CONCESSIONAIRE AGREEMENT - 6 - 4/2023 CITY OF A�� Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) $35-7000 www cayo236dem. h�-�.' com 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 shal I be the ,date of mutual execution" hereof. IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: POVHutton, i'rector DATE: A-0 ENT R AINMENT LC: r By:__ - Dennis Corbett Printed Name: Title: ___C)t'`,-__- DATE:---Ce-a"U ATTEST: V • - an(a Courtney, eMC, City Clerk APF'POVED AS TO FORM: 4J.n Call, Ci Attorney [Acknowledgement on following page] CONCESSIONAIRE AGREEMENT - 7 - 4/2023 'S CITY OF ,�� Federal STATE OF WASHINGTON ) [ r ) ss. COUNTY OF — UW_} CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 W W W. CI I)'C ffe dera i way. c om On this day personally appeared before me Dennis Corbett, tome known to be the Owner of A-0 Entertainment L LC that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited I iabi I ity company, for the uses and purposes therein mentioned, and on oath started that they were authorized to execute said instrument. G IV EN my hand and official seal this —M day of --- ) `'% r-� -__, 20 7 3 Notary's signature Notary's printed name Avl� _ Notary Public in and M� the State of Washington. My commission expires 110 LZ °' q --- Notary Public State of Washington STEVE J RYDGREN LICENSE # 156778 MY COMMISSION EXPIRES MARCH 10, 2024 CONCESSIONAIRE AGREEMENT - 8 - 7/2021 CITY OF CITY HALL � . Feder l Avenue South Federal Way, WA 98003-6325 Federal ra I Way (253) 835-7000 t,,im atyafrederal way. cam EXHIBIT 66A" ZORB BALL SERVICES 1. Contractor shal I provide the services at concession stands ("Concession Stands ,) looted at the below listed parks, in a manner consistent with the accepted practices for other simi lar services, performed to the C ity'ssatisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. a. Services shall include: • A Hamster Ball racing attraction, known as "Zorb Ball" • Staff on -site to operate the booth and to ensure guest safety Celebration Park,1095 S 320 St, Federal Way WA 98003 C. Hours of Operation. Zorb Ball shal I remain open during the hours of operation set forth below, unless the City notifies the Contractor of other hours of operation. The hours of operation shall be posted in a conspicuous place on the Concession Stands. Date of Operation: July 4th 2023 Equipment may be set up between 11:00am and 2:00pm on July 4111, and Contractor wi 11 have staff on site by 11:00am. Zorb Ball wi 11 be open to the public from 2:00pm unti 110:00pm. d. Concession Equipment list: • Giant inflatable hamster balls ("Zorb Balls") • 75-foot-long, 20-foot-wide i nf latab le track • Any related equipment needed to properly and safely operate e. Pricing. All pricing of any food, beverage or other product as set forth in Exhibit "A" must be competitive axl must be approved in writing by the City. Contractor may not change any pricing without the City's prior written consent, which consent may be withheld for any reason. Contractor wi 11 provide supervisor and staff to operate the equipment, col lest al I money, and ensure a smooth operation of the hamster ball attraction. Rides on the Zorb ball attraction will be priced at $10 per ride. The Contractor's staff shall be responsible for setup and take down of equipment, shall remain at the Event to oversee that all equipment is in safe working order, and shall provide all necessary extension cords. The City shall be responsible for providing adequate electrical power to run the equipment. CONCESSIONAIRE AGREEMENT - 9 - 7/2021 CITY OF �. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cilyoffederalivoy. com 2. Products. A I I food, beverage or other products offered for sale by Contractor to the publ i c shal I be approved in writing by the City prior to distribution or sale of any such products. Contractor shall eomplywith any reasonable requests made by the City to either add or eliminate certain types of food, beverage or other products. 3. Customer Service. Contractor and all of its employees, agents, or representatives shall provide the highest quality of customer service and shall treat all customers with courtesy and respect. Contractor shall honor all reasonable requests for refunds including requests from customers that are dissatisfied with any food, beverage or other product sold by Contractor or from custolTm who have lost money in any vending machine owned by Contractor. 4. Employee Appearance. All of Contractor's employees, agents, representatives or lieenseesshall havea neat, clean, and sanitary personal appearance and those who come in direct contact with the publ icshal I wear clothing or identification, which distinguishes them as employees of Contractor. 5. Employee Training. Contractorshall provide a training program for itsemployees, agents, or representatives for the development of the ski I Is and techniques necessaryto perform its obl igations under this Agreement including but not limited to promoting customer service, produce and service presentation, cleanliness, positive attitude and promoting the City Parks and Recreation Department's philosophy and policy. 6. Staffing. The Concession Stands shall be properly staffed in order to prevent undue delay to the public. Contractor shall plan its staffing in advance and anticipate to the best of its ability any events, such as holidays or special events, which may require additional staffing. In the event the City determines in its sole discretion that Contractor is not adequately staffing the Concession Stands, it may notify Contractor of that fact and Contractor shall immediately increase its staffing to meet the City's recommendation. 7. Concession Equipment. a. Delivery. Contractor agrees to deliver and/or install, at its sole cost and expense, the concession facilities, machines and equipment described above on the Day of Operation as provided above. ("Concession Equipment"). b. Alterations. Contractor shal I not make any alterations, additions or improvements th the Concession Stands or to the Concession Equipment without the City's prior written consent, which consent maybe withheld for any reason. In the event the City consents to the making of any alterations, additions or improvements to the Concession Standsand/or Concession Equipment, thesameshall bemadeat Contractor's sole cost and expense, and in the event such alterations, additions or improvements are made to a structure, building or other improvaTent attached to the real property, the same wi I I become a partof the real property" be surrendered to the City upon the termination of this Agreement. The City has no obligation to alter, remodel, improve, repair, decorate or paint the Concession Stands. C. Removal. i. (Celebration Park): On or before (July 51, 2023), or in theevent the City notifies Contractor that it desires the removal of the Concession Equipment at any time, Contractor shall, at its sole cost and expense, remove the Concession Equipment and repair any damage to the real property caused by such removal within the time period prescribed by the City. CONCESSIONAIRE AGREEMENT -10 - 7/2021 CITY OF Federal Way CITY HALL 33325 Sth Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com i i. (Celebration Park): On or before (July 51, 2023), or in the event the City notifies Contractor that it desires the removal of the Concession Equipment at any time, Contractor shal I, at its sole cost and expense, remove the Concession Equipment and repair any damage to the real property caused by such removal within the time period prescribed by the City. d. Maintenance. Contractor shall, at its sole cost and expense, maintain the Concession Stands and Concession Equipment and the surrounding real property in good condition and repair, including, butnot limitadto, maintaining the Concession Stands in a neat, clean and sanitary condition and removing all garbage, trash or other debris on a regular basis pursuant to the City's instructions. e. Damage to Concession Stands. If the Concession Stands or any part thereof are damaged by any cause other than the sole negligence of the City, its employees or agents, Contractor shal I, at its sole cost and expense, restore the Concession Stands to a condition equivalent to or better than their condition imrlediately prior to such f. City Rein-burserrlent. In theevent Contractor fai Isto removethe Concession Equipment, maintain the Concession Stands or Equipment, or repair the Concession Stands, the City may, but in no event is the City obligated to, remove the Concession Equipment or perform the maintenance or repair and the Contractor shall, upon demand, immediately pay the City the costs and expenses of such removal, maintenance or repair. In the event Contractor fai Is to comply with the terms of this paragraph, the City may confiscate the Concession Equipment or any part thereof and sel I the same, the proceeds of which sale wi I I be credited against any costs or expenses incurred by the City. The sale of the Concession Equipment shal I not constitute an election of remedies by the City but wi I I be in addition to any remedies available to the City at law, in equity, by statute or under this Agreement. 8. Compliance with laws. Contractor shal I complywith and perform the Work in accordance with all applicable federal, state, and City laws including, without limitation, all City codes, ordinances, resolutions, standards and policies, as now existing or hereafter adopted or amended, including but not limited to the following: a. Federal, state and local health, safety and licensing laws relating to the sale of concession goods; b. City code provisions requiring any person or entity doing business in the City to obtain a business registration; and C. City Parks and Recreation DepartlTmt policies, including, but not limited to, its conoession policy. CONCESSIONAIRE AGREEMENT -11 - 7/2021 CITY OF AQ%w-, Federal Way EXHIBIT (6B" COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cityoffederalway corm 1. Compensation. The Contractor agrees to pay the City a flat rate of Two -Hundred and Fifty and No/100 Dollars ($250.00) ("Payment") to perform the Services as described in Exhibit A. 2. Payment Due Date. Contractor shall deliver the PaymenttotheCity onorbeforeJuly4th,2023("DueDatel). 3. Cash Registers. All sales, other than sales from vending machines, shall be recorded byc ash registers, which display to the customer the amount of the sale and automatically issue receipts certifying the transaction amount. The cash registersshall be equipped with devices which lock in sales totals, transaction records, produce duplicate audit tape, contain counters which cannot be reset and which record the transaction numbers and sales detai Is on such tape. Any errorsshal I be noted by Contractor on the audit tape with an explanation. Cash register readingsshal I be recorded by Contractor at the beginning and the end of each business day. 4. Late Fee. Contractor acknowledges that late payment to the City of the Payment wi 11 cause the City to incur costs not contemplated by this Agreement, the exact amount of which will be difficult to ascertain. Accordingly, if the Payment is not received by the City on the Due Date, Contractor agrees to pay a late fee equal to Twenty -Five and No/100 Dollars ($25.00). 6. Contractor Responsible for Taxes. 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; including, but not limited to, Leasehold Excise Tax, currently at a rate not to exceed 12.84%. 7. Uti I ities, Taxes and Expenses. Contractor shal I pay al I costs and expenses associated with the operation of the Concession Stands other than uti lity expenses for water and power, which wi I I be paid by the City. Contractor shall pay directly, before delinquency, any and all taxes levied or d upon its leasehold improvements, equipment, furniture, fixtures and personal property located on the City's property. CONCESSIONAIRE AGREEMENT -12 - 7/2021 AC" CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) �� 03/16/2023 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(ies) must 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 ICONTACT Eventsured Customer Service Foresite Sports, Inc. DBA: Eventsured 24 S. Newtown Street Road Newtown Square, PA 19073 INSURED . 888-882-5902 infoaeventsured.com A: Houston AFFORDING COVERAGE aoentertainment Ilc INSURER C : Dennis Corbett INSURER D : 1709 SW 323rd st INSURER E : Federal Way, WA 98023 INSURER F r`fit/ CD Ar_FC rFRTIFIrATF NIIMRFR• TRA97ARnq REVISION NUMRFR' NAIC # 42374 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 TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR LTRlum TYPE OF INSURANCE ADDL ISUBR POLICY NUMBER MM AD POLICY EFF MMIDD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE S 2,000.000 PRREEMISES Ea occurrence $ 100,000 _X COMMERCIAL GENERAL LIABILITY MED EXP (Any oneperson) $ 1.000 CLAIMS -MADE FXI OCCUR PERSONAL & ADV INJURY S 2,000,000 A X Host Liquor Liability Y H22SE00130/TM274609 07/04/2023 07/05/2023 12:01AM 2:01AM GENERAL AGGREGATE S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 DEDUCTIBLE $ 0 RI POLICY I FRO LOC AUTOMOBILE LIABILITY COMBINED SINGLE I..IMIT a d l BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIREDAUTOS AUTOS $ $ PPRBOPPE tlTY DAMAGE $ UMBRELLA LIAB OCCUR EACH OCCURRENCE S AGGREGATE S EXCESS LIAB CLAIMS -MADE DED RETENTIONS S WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE S E.L. EACH ACCIDENT OFFICERIMEMBER EXCLUDED? ❑ (Mandatory In NH) N / A S E.L. DISEASE - EA EMPLOYE E.L. DISEASE - POLICY LIMIT If yes, describe under DESCRIPTION OF OPERATIONS below 5 I DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Additional Insureds must be venue managers or municipalities and are added with respect to our insureds operations only. Waiver of Subrogation (WOS) and Primary & Non -Contributory (PNC) wording applies only when coverage is purchased by the insured, required by written contract and as indicated below. This coverage is with respect to the Bazaar to be held on 07/04/2023 - 07/04/2023 with 500 attendees at Celebration park 1095 So 324th St Federal Way , WA 98003 . Additional Insureds include: Celebration park 1095 So 324th St Federal Way, WA 98003; City of Federal Way. CERTIFICATE BOLDER CANCELLATION City of Federal Way 33325 8th Ave S Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 5/25/23, 10:07 AM Corporations and Charities System BUSINESS INFORMATION Business Name: A-O ENTERTAINMENT LLC UBI Number: 603 515 972 Business Type: WA LIMITED LIABILITY COMPANY Business Status: ACTIVE Principal Office Street Address: 1709 SW 323RD ST, FEDERAL WAY, WA, 98023, UNITED STATES Principal Office Mailing Address: 1709 SW 323RD ST, FEDERAL WAY, WA, 98023, UNITED STATES Expiration Date: 06/30/2023 Jurisdiction: UNITED STATES, WASIHNGTON Formation/ Registration Date: 06/15/2015 Period of Duration: PERPETUAL Inactive Date: Nature of Business: ENTERTAINMENT, ARTS & RECREATION REGISTERED AGENT INFORMATION Registered Agent Name: DENNIS CORBETT Street Address: 1709 SW 323RD ST, FEDERAL WAY, WA, 98023-5407, UNITED STATES Mailing Address: 1709 SW 323RD ST, FEDERAL WAY, WA, 98023-5407, UNITED STATES GOVERNORS Title Governors Type INDIVIDUAL Entity Name First Name DENNIS Last Name • `: https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1 /1 5/25/23, 10:58 AM Washington State Department of Revenue Washington State Department of Revenue < Business Lookup License Information: Entity name: A-O ENTERTAINMENT LLC Business A-O ENTERTAINMENT name: Entity type: Limited Liability Company UBI #: 603-515-972 Business ID: 001 Location ID: 0001 Location: Active Location address: 1709 SW 323RD ST FEDERAL WAY WA 98023-5407 Mailing address: 1709 SW 323 ST FEDERAL WAY WA 98023-5306 Excise tax and reseller permit status: Click here Secretary of State status: Click here Endorsements Endorsements held i License # Count Details Status v New search Back to results Expiration First issua https://secure.dor.wa.gov/gteunauth/—/#3 ilPA 5/25/23, 10:58 AM Washington State Department of Revenue Endorsements held i License # Count Details Status Expiratior First issua Federal Way General Business Active Jun-30-2C Jan-27-2C Governing People May include governing people not registered with Secretary of State Governing people Title CORBETT, DENNIS Registered Trade Names Registered trade names Status A-O ENTERTAINMENT Active First issued Oct-14-2016 The Business Lookup information is updated nightly. 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