AG 15-174 I I RETURN TO: EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
. ORIGINATING DEPT./DIV: PARKS
ORIGINATING STAFF PERSON: JOHN HUTTON EXT: 6910 3. DATE REQ.BY:
TYPE OF DOCUMENT(CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ)
❑ PUBLIC WORKS CONTRACT 0 SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES/CDBG
O REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS)
O ORDNANCE 0 RESOLUTION
X CONTRACT AMENDMENT(AG#):_15-174_ 0 INTERLOCAL
❑ OTHER
. PROJECT NAME: THEATRE MANAGEMENT AND OPERATIONS
NAME OF CONTRACTOR:CENTERSTAGE THEATRE ARTS CONSERVATORY
ADDRESS: TELEPHONE
E-MAIL: FAX:
SIGNATURE NAME: TITLE
EXHIBITS AND ATTACHMENTS:0 SCOPE,WORK OR SERVICES 0 COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE 0 ALL
OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS
TERM: COMMENCEMENT DATE: 8/19/15 COMPLETION DATE:_8/31/18
TOTAL COMPENSATION$281,166.55 (INCLUDE EXPENSES AND SALES TAX,IF ANY,
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE:0 YES 0 NO IF YES,MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED ❑YES 0 NO IF YES,$ PAID BY:0 CONTRACTOR 0 CITY
RETAINAGE: RETAINAGE AMOUNT: 0 RETAINAGE AGREEMENT(SEE CONTRACT) OR 0 RETAINAGE BOND PROVIDE
❑ PURCHASING: PLEASE CHARGE TO: 402-7200-352-575-45-410
0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
O PROJECT MANAGER
❑ DIRECTOR
O RISK MANAGEMENT (IF APPLICABLE)
❑
LAWI41 /4 Jim 21$
I. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
2. CONTRACT SIGNATURE ROUTING
O SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
O ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS
O 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
NCLAW DEPARTMENTI 18 J vw 2d 1$
At SIGNATORY(MAYOR OR DIRECTOR],(f,6/IG► G4
CITY CLERK '7 4 I�';
ASSIGNED AG# AG# Pc
SIGNED COPY RETURNED DATE SENT: 00 0 tl 4
;OMMENTS:
1
CITY OF CITY HALL
Nil,
..., 33325 8th Avenue South
Fe d e ra I Way
Federal Way.WA 98003-6325
(253) 835-7000
www cityoffederaiway corn
AMENDMENT NO. 1
TO
THEATER MANAGEMENT AND OPERATIONS AGREEMENT
FOR
MANAGEMENT OF KNUTZEN FAMILY THEATRE
This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal
corporation ("City"), and Centerstage Theatre Arts Conservatory, a Washington nonprofit 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 Management of Knutzen Family Theatre("Agreement")dated
effective August 19, 2015, 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 August 31,2018 ("Amended Term"). Both parties agree that there will be no further extensions or new
management agreements.
2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the
Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or
method of payment,as delineated in Exhibit B-1,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 Amended Term.Except as otherwise provided in an attached Exhibit,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.
3. 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 - 1 - 3/2017
CITY OF CITY HALL
3'0•_.
Federal Way e325 8th Avenue South003
Federal Way.WA 98003-6325
�..►� (253) 835-7000
www cityoffederatway corn
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY: ATTEST:
0 By: �<< ( 1- P / 1
Jim,l,1, < ayor S . :nie Courtney, CM• ty Clerk
DATE: C.,4?/ C5--- APPROVED TO FORM:
&_,....i.
Fa'r"
J. Ryan Call, City Attorney
CENTERSTAGE THEATRE ARTS
CONSERVATORY:
By: L► .L.
Printed Name: q,6, /�l. �� t/fty
d
Title: Au,i 2vrc�
Date: 6//81 7J f r
STATE OF WASHINGTON )
) ss.
COUNTY OF Wfvo )
On this da igasonally appeared before me Orq.ek D IJ 1t„ , to me known to be the
► 1 aq vvVIi-Dtreerlty of Centerstage Theatre Arts Conservatory that executed the foregoing instrument,and
acknowl'rrdgbd 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 I O day ofta.ru , 20 1
%-.�
TONIA PROCT• ,' ary's signature ' iCsi..c-, 417-1-1 ---
NOTARY PUBLIC N, ary's printed name -----VOnia 12roc ror
STATE OF WASHINGTON Notary Public in and for the State of Washington.
i COMMISSION EXPIRES My commission expires LC -I t•a oa l
i; OCTOBER 11.2021
AMENDMENT - 2 - 3/2017
` CITY of CITY HALL
�..;, 33325 8th Avenue South
Fe d e ra I Way
Federal Way.WA 98003-6325
(253) 835-7000
www cityoffederatway com
EXHIBIT B-1
ADDITIONAL COMPENSATION
1. Total Compensation: In return for the Services,the City shall pay the Contractor an additional amount not to
exceed Sixteen Thousand Six Hundred Sixty-Six and 66/100 Dollars ($16,666.66). The total amount payable to
Contractor pursuant to the original Agreement,all previous Amendments,and this Amendment shall be an amount
not to exceed Two Hundred Eighty-One Thousand One Hundred Sixty-Six and 55/100 Dollars ($281,166.55).
AMENDMENT - 3 - 3/2017
II RETURN TO: EXT:
CITY OF FEDERA WAY LAW DEPARTMEN1UTING FORY.
I. ORIGINATING DEPT./DIV: (,r-`___S
SCANNED
2. ORIGINATING STAFF PERSON: EXT: 3. DATE REQ. BY:
4. TYPE OF DOCUMENT(CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS)
❑ ORDINANCE .t— ❑ RESOLUTION
CON TRACT AMENDMENT(AG# : ❑ INTERLOCAL
❑ OTHER
5. PROJECT NAME: 1e4r ___
� : k2.-,s
6. NAME OF CONTRACTOR: h✓ . lvL.__ �4�, -5 CtSt„ ux ilt\-
ADDRESS: TELEPHONE
E-MAIL: FA
SIGNATURE NAME: 64ut TITLE ;vL,±
7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: COMPLETION DATE: U)e-641
9. TOTAL COMPENSATION$ (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 ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑
CITY
❑ PURCHASING: PLEASE CHARGE TO: L2 0,9% S7.S 5 (�
10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT OF APPLICABLE)
❑ LAW
11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: ! l �l t
12. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS
INITIAL/DATE SIGNED
❑ LAW DEPARTMENT )n •
�vr�/ ,�-
CHIEF OF STAFF •V"� ,2).!!
SIGNATORY(MAYOR OR DIRECTOR) p
-1Z.,CITY CLERK al 21 5�
❑ ASSIGNED AG# A '' Jr w Jr-I 4-1---
11,SIGNED COPY RETURNED DATE SENT: ` ,,„..A2 3//rj
COMMENTS:
11/9
4111k CITY OF CITY HALL
Federal Way 33325 8th Avenue south• Box 9718
Federal Way,WA 98463-9718 18
a., (253)835-7000
WNW criyolWeralvvey corn
THEATRE MANAGEMENT AND OPERATIONS AGREEMENT
This Theatre Management and Operations Agreement("Agreement") is made between the City of Federal
Way, a Washington municipal corporation ("City"), and Centerstage, a Washington nonprofit 501(c)(3)
organization ("Manager"). The City and Manager (together "Parties") are located and do business at the
below addresses which shall be valid for any notice required under this Agreement:
CENTERSTAGE THEATRE ARTS CITY OF FEDERAL WAY:
CONSERVATORY:
Centerstage Theatre Arts Conservatory Parks Director
1600B SW Dash Point Road#271 33325 8th Avenue South.
Federal Way, WA 98023 Federal Way, WA 98003
253-661-1444 (telephone) (253) 835-6901 (telephone)
artisticdirector(acenterstagetheatre.com (253) 835-6909 (facsimile)
The Parties agree as follows:
1. TERM. The term of this Agreement shall commence upon October 1, 2015, and shall continue until the
completion of the Services, but in any event no later than June 30, 2018 ("Term"). This Agreement may be
extended for additional periods of time upon the mutual written agreement of the City and the Manager. The
Parties agree to commence discussions for an extension no later than 120 days before the expiration of this
Agreement.
2. SERVICES. The Manager shall perform the services more specifically described in Exhibit "A", attached
hereto and incorporated by this reference ("Services"), in a professional manner consistent with the accepted
professional practices for other similar management services within the Puget Sound region in effect at the time
those services are performed,performed to the City's satisfaction,within the time period prescribed by the City and
pursuant to the direction of the Parks Director or designee. The City and the Manager will meet on a quarterly
basis, or more often if necessary,to discuss management and operation of the facility. The Manager warrants that it
has the requisite training, skill, and experience necessary to provide the Services 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. Services shall be subject, at all times,to inspection by and approval of the City,
but the making (or failure or delay in making) such inspection or approval shall not relieve Manager of
responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's
knowledge of defective or non-complying performance, its substantiality or the ease of its discovery.
3. TERMINATION. Either party following a meeting of their respective governing bodies may terminate
this Agreement,with or without cause,upon providing the other party one hundred twenty(120)days written notice
at its address set forth above. The Parks Director designee may terminate this Agreement immediately if the
Manager fails to maintain required insurance policies, or materially violates Section 10 as determined after an
investigation; and such may result in ineligibility for further City agreements, which action will subsequently be
ratified by the City Council. In the event that any lapse in insurance is not the fault of the Manager, such as a
failure of, or an error committed by the Insurance carrier, the failure will not be deemed a material breach of the
contract provided the Manager rectifies the changed circumstances within 5 business days of Manager having
knowledge of the lapse in coverage.
THEATRE MANAGEMENT AGREEMENT - 1 -
CITY OF CITY HALL
Federal Way 33325 8th Avenue South• Box 9718
Federal Way,WA 981363-9718 18
(253)835-7000
www cityoffederatway corn
4. COMPENSATION.
4.1 Amount. In return for the Services, the City shall pay the Manager an amount not to exceed a
maximum amount and according to a rate or method as delineated in Exhibit "B", attached hereto and incorporated
by this reference. The Manager agrees that any hourly or flat rate charged by it for its technical services contracted
for the City's use herein shall be the same as other users and remain locked at the negotiated rate(s) for a period of
one (1)year from the effective date of this Agreement. Except as otherwise provided in Exhibit "B", the Manager
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 Manager shall submit a voucher or invoice before the
5th day of the following month in the form specified by the City, including a description of what Services have been
performed. The Manager shall also submit a final bill upon completion of all Services. Payment shall be made on
a monthly basis by the City only after the Services have been performed and within thirty (30) days after receipt
and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the
requirements of this Agreement,the Manager 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 Non-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 Services or
amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion
of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event
this provision applies. Provided however, thirty (30)day notice will be given by the City before such termination
takes effect.
5. INDEMNIFICATION.
5.1 Manager Indemnification. The Manager 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 acts, errors or omissions
of the Manager in performance of this Agreement, except for that portion of the claims caused by the City's
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 Manager and the City,the Manager's liability hereunder shall be
only to the extent of the Manager's negligence. Manager shall ensure that each sub-Manager 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 Manager pursuant to this paragraph.The City's
inspection or acceptance of any of Manager'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 Manager
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. Manager'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 acknowledge that they
have mutually negotiated this waiver.
5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Manager, its
officers, directors, shareholders,partners, employees,agents,representatives, insurers,attorneys,and volunteers and
sub-contractors harmless from any and all claims,demands, actions, suits,causes of action,arbitrations,mediations,
THEATRE MANAGEMENT AGREEMENT -2 -
CF OF HALL
Federal Way
s „ 33325 8th Avenue 8063-• 18 Box 9718
Federal Way,WA 98063-9718
(253)835-7000
swAv cityoffecierahvay corn
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 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 Manager agrees to carry insurance for liability which may arise from or in connection
with the performance of the services or work by the Manager, their agents, representatives, employees or
subcontractors, as provided in Exhibit "C", attached hereto and incorporated by this reference, for the duration of
the Agreement and thereafter with respect to any event occurring prior to such expiration or termination. The
provisions of this Section shall survive the expiration or termination of this Agreement.
7. BOOKS AND RECORDS. The Manager agrees to maintain books,records,and documents at the Theatre
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,
upon forty-eight(48)hours notice 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. The City intends to review
these records at least quarterly and report to the City Council.
8. INDEPENDENT CONTRACTOR. The Parties intend that the Manager shall be an independent
contractor and that the Manager 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 Manager sick leave, vacation pay or any other benefit of employment, nor to pay any social
security or other tax which may arise as an incident of employment. Manager shall take all necessary precautions
and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the
contract work and shall utilize all protection necessary for that purpose. All work shall be done at Manager's own
risk, and Manager 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. The Manager shall pay all income and other taxes due 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 Manager, shall not be deemed to convert this
Agreement to an employment contract.
9. CONFLICTS.
9.1 Service. It is recognized that Manager 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
Manager's ability to perform the Services under this Agreement. Manager agrees to resolve any such conflicts of
interest in favor of the City.
9.2 Financial Interest. Manager confirms that Manager 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 Manager's selection,
negotiation,drafting, signing,administration,or evaluating the Manager's performance.
10. 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 Manager
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, but not be limited to the following: employment, advertising, layoff or termination, rates
THEATRE MANAGEMENT AGREEMENT - 3 -
CITY OF CITY HALL
".'�-4 • Federal Way 33325 8th Avenue South PO Box 9718
Federal Way.WA 98063-9718
(253)835-7000
www atyOffede3raiway com
of pay or other forms of compensation,and selection for training, including apprenticeship. Manager 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.
11. GENERAL PROVISIONS.
11.1 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 terms 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.
11.2 Assignment and Beneficiaries. Neither the Manager 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.
11.3 Compliance with Laws. The Manager and the City shall comply with and perform the Services in
accordance with all applicable federal, state, local, and city laws including, without limitation, liquor licenses as
applicable, 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.
11.4 Enforcement. Time is of the essence of 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
Manager'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
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
THEATRE MANAGEMENT AGREEMENT -4 -
CITY OF CITY HALL
Federal ra l Way Feder 8th Avenue South• 18 Box 9718
�d Federal Way,WA 98063-9718
(253)835-7000
w,4w cityoffederatway com
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, nothing in this
paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement.
11.5 Execution. Each individual executing this Agreement on behalf of the City and Manager
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]
THEATRE MANAGEMENT AGREEMENT - 5 -
CITY OF CITY HALL
33325 e ■er l Way Feder 8th Avenue South• 18 Box 9718
Federal Federal Way,WA 98063-9718
(253)835-7000
www ofyoffederalway corn
IN WITNESS,the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY ATTEST:
.6701 Ji,h/ifild—id A gt- ... A , r
Jim Ferri, `f: o err erk, Stephanie Co P MC
APPROVED AS TO FO' .
I' /
DATE: gfrlioll Atli14
rty Anil y, Amy Jo Pearsall
- ' •_ GE THEA ' ARTS
CONSERVAT) '
• � i . ��
Printe e: �r3 0 C IcS -
Title: k G S 11) &�I�
DATE:JI�fLY 1, c of,.
STATE OF WASHINGTON )
) ss.
COUNTY OF KI Y19 )
On this ida�y personally appeared before me thjef . ft. DOCrSGid to me known to be the
Pre of Centerstage 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
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THEATRE MANAGEMENT AGREEMENT - 6 -
CITY OF CITY HALL
1166, 33325 8th Avenue South• Box 9718
Federal Way
Federal Way WA 98063-9718
(253)835-7000
www ciiyoffederaiway.corn
EXHIBIT "A"
SERVICES
I. THEATRE MANAGEMENT
A. Theatre Management. Manager shall manage the day-to-day operations of the Knutzen
Family Theatre ("Theatre") for the City, including booking/rental of the facility for performances and
selection and management of any concessionaires. Manager shall provide all of the technical staff support
necessary to meet the needs of City in conducting City's activities at the Theatre. Manager will be
responsible for implementing and carrying out all personnel support functions necessary to ensure
successful accomplishment of its tasks and activities. The Manager shall communicate and work with the
Parks Director's designee on such tasks and activities, which will include, but are not limited to the
following:
1. Coordination of use with Dumas Bay Centre including, but not limited to:
• Shared use of the theatre,rehearsal hall and lobby,with the full understanding that
Centerstage has first priority based on production blackout dates that will be provided to the
City as noted under Management Responsibilities,below.
• Shared use of common areas such as hallways and bathrooms.
• Shared use and management of parking area
• Coordination of events and rentals with other uses on the premises.
• Consideration of the quiet hours established for the comfort of overnight guests from the
hours of 11:00 p.m.—8:00 a.m.
2. Coordination of City recreation and civic programs;
3. Provision of monthly schedule use to Dumas Bay Centre two (2)weeks in advance of the
upcoming month.
Manager's Responsibilities. The Manager shall be responsible for the following:
1. Manager will provide Centerstage production blackout dates to the City with 180 days advance
notice to coordinate outside rentals of the theatre, rehearsal hall and lobby.
2. Manager will schedule artists,performances, and performance-based educational endeavors
that do not conflict with outside rentals scheduled by the City and notifying the Parks Director
or designee of all performance-based rentals that are made to avoid future rental conflicts.
3. The Manager is responsible for marketing and promoting the productions at the theatre and
will have promotional materials available at the box office and front counter of the Dumas Bay
Centre at all times. The City will assist with marketing as follows: City will provide a link to
the Manager's website on the City's website for the purpose of advertising events at the
Theatre and contact information for use of the Theatre. City will also provide a small text box
in each of the three recreation catalogs with a link to Manager's webpage,provided the
Manager provides the necessary information prior to production guidelines. City will
encourage partner cities to offer trips to Centerstage productions. City will display one poster
at the community center and one at city hall for each production so long as both City and Arts
Commission logos are on the posters.
4. City Ticket Sales. City has the option to sell up to 50 tickets at the community center for each
production. These tickets will be sold to the City at $15 and sold at up to face value with the
City retaining the difference. The City may return any unsold tickets to Manager at no cost to
the City.
THEATRE MANAGEMENT AGREEMENT - 7 -
lkihk. CITY OF CITY HALL
33325 Federal Way Feder 8th Avenue South Box 9718
4NA*,.., Federal Way,WA 98063-9718
(253)835-7000
wonv cityoffederalweycorn
5. Manager will have the theatre area in front of curtain,rehearsal hall and lobby clean and ready
to rent Monday through Saturday from 8AM to 5PM. Exceptions will be made for matinee
performances and select earlier rehearsals provided that advance notice is given to the City by
Manager as indicated in Number 1,above.
6. Manager will have the dressing rooms clean and available for wedding rentals subject to the
blackout dates as outlined in Number 1, above.
7. Manager will establish any performance-based rental rates. Manager will utilize and enforce
City developed guidelines for the use of the Premises.
8. Manger will provide box office and customer services.
9. Manager will provide technical theatre support, including proper maintenance of theatre
equipment.
10. Manager will hire or contract for all necessary personnel for management of the theatre and for
its productions.
11. Manager will provide financial management for the facility operations.
12. Manager will be responsible for janitorial,housekeeping, general repairs and maintenance
[excluding the City's responsibilities as set forth in Section C (1)below], shared utilities;
replacement of consumable items such as light bulbs, lamps,batteries,paint, gaffe tape and
other items used in the normal operation of the theatre spaces and cleaning of the men's and
women's bathrooms nearest to the lobby on the first floor,when Centerstage Theater has
scheduled events, including city events.
Third party Rentals. The City will be responsible for managing third-party rentals of the Premises with the
exception of performance-based rentals managed by Manager. These rentals will be scheduled in
cooperation with Manager to avoid blackout dates for Centerstage productions and rehearsals.
Parks Programs. The City's Parks Department programs have historically been scheduled as follows,
which is the best estimate at this time,but will be subject to written confirmation from the City annually by
September 1st:
• Arts Commission annual events;two nights- one in the 1st quarter and one in the 3`d quarter(Friday
or Saturday) 5:00— 10:00 pm
• Friendship Theatre* (Load in, Rehearsals,Performances and Load out)throughout June
• Spring Dance Recital Rehearsals and Recital
• Spring Dance Recital pictures(rehearsal hall only)
• December Dance Recital Rehearsal and Recital
• December Dance Recital pictures (rehearsal hall only)
*Friendship Theatre is a 9-month program and some rehearsals will be scheduled on occasion throughout
the year(10 hours).
The City retains the right to request additional dates as needed for recreation, civic and cultural events.
The City will not pay rental fees for the use of the Theatre. Each year Manager shall confer with Parks
Director or designee regarding scheduling and coordination of City recreation and civic events.
B. Staffing. Manager shall provide a list of staff and their responsibilities to the Parks Director or
designee for the purpose of assisting coordination. Manager's employee and/or designee shall be in the
building during the use of the Theatre.
THEATRE MANAGEMENT AGREEMENT - 8 -
4111Ikk CITY OF CITY HALL
�„ Federal Way 33325 8th Avenue 3 • Box 9718
Federal Way,WA 981806]63--9718 18
(253)835-7000
www cityoffederaiway corn
C. Property Maintenance.
1. City Responsibilities. The City shall remain responsible for the routine maintenance of the
following property:
a. The Structure of the Building (i.e. roof, HVAC, plumbing, walls, windows) and exterior
areas including but not limited to the parking areas, landscaping and other exterior areas.
b. The rigging system.
c. The fire suppression system.
d. The lighting and sound systems. An assessment of the systems will be performed annually
by the City and a copy will be provided to the Manager. The Manager will have ten (10)
days to submit a written statement detailing any dispute regarding the assessment. The
Parties will meet and discuss the dispute.
e. Planned capital replacements of equipment and the structure.
f. The City will provide access to the building with five (5)front entrance keys and provide an
access code for the theatre spaces. Keys for the building will be maintained by the City,
and the Manager is not allowed to duplicate. Any lost or stolen keys must be immediately
reported to the City. Manager will be responsible for any cost incurred to re-key the
entrance area and key replacement costs provided the need for re-keying is caused by the
Manager's actions. Any cost of re-keying for the commencement of this Agreement and for
the termination of this Agreement shall be the responsibility of the City.
g. The City shall be responsible for two-third (2/3) of the utilities, which include water,
electric, gas, and sewer. The City provided Manager historical data concerning the
utilities. Upon receipt of the billing, City shall fax a copy to the Manager within 24 hours.
The Manager must remit complete payment its 1/3/share of the total cost for utilities to the
City within fifteen (15) days after receiving the bill each month to ensure that the City is
timely with its payment obligation.
2. Manager Responsibilities.
a. The Manager agrees during the term of this Agreement to keep the Premises in a condition
and state of repair as good as the same shall be on the date of the Manager's possession of
the Premises excluding normal wear and tear.
b. The Manager shall pay the full cost of all repairs and maintenance to the Premises except
for the routine maintenance to the property identified in Section C(1) above. Manager is
responsible for all consumable routine items to operate equipment such as light bulbs,
lamps, batteries,tie lines, gaff tape and other products used to operate equipment. Manager
will also be responsible for any damages or replacement of equipment due to mis-use or
accident.
c. The Manager shall pay for de-icing in the parking lot when the only event is at the Theatre,
but shall not pay when there are also events at Dumas Bay Centre.
d. The City shall not be required to make any repairs unless and until written notice of the
need for said repairs shall have first been given by the Manager to the City in writing at the
City's address specified above. Upon receipt of written notice the City will attempt to make
repairs in a reasonable time period to not interfere with the use of the Theatre.
e. The Manager shall provide its own cleaning and custodial services, including waste
THEATRE MANAGEMENT AGREEMENT - 9 -
CITY OF CITY HALL
Federal Way 33325 8th Avenue South• 18 Box 9718
Federal Way,WA 98063-9718
(253)835-7000
w4 4,1v.cii yoffederalway aim
disposal, in accordance with RCW 39.12.020 by paying prevailing wage at its expense. In
the event the Manager undertakes remodeling and/or construction projects at the Theater,
the Manager shall pay prevailing wages at its own expense for any construction work.
f. Manager is not allowed to duplicate keys. Any lost or stolen keys must be immediately
reported to the City. Manager will be responsible for any cost incurred to re-key the
entrance area and key replacement costs.
g. The Manager shall be responsible for one-third (1/3) of the utilities for the building, which
include water, electric, gas, and sewer. When Manager receives copy of billings from the
City, Manager will timely remit its complete 1/3/portion to the City within fifteen(15)days
of each month to ensure that the City is timely with its payment obligation. The City will
submit payment to the utilities. In the event there is a late charge for a utility payment due
to the Manager,the Manager shall be responsible for the extra charges.
h. Theater use policies:
(i) Manager shall submit all requests for signs, cards, or displays beyond the Theatre
lobby and Box Office to the Dumas Bay Centre Coordinator.
(ii) Manager agrees to use sandbags and counterweights to support pieces. No nails,
screws or fasteners of any kind shall be attached to any part of the stage, rehearsal
space,workroom or any other backstage area.
(iii) Manager may paint the stage floor and back theater with approved latex paint under
the following conditions: (1) drop cloths are used and appropriate care is taken so as
not to get paint on carpet, drapes, or rigging; (2) metal floor pocket covers are not to
be painted; (3) stage surface and/or wall are professionally repainted at Manager's
expense.
(iv) Manager will not allow any inappropriate vehicles or heavy equipment (i.e. forklift)
on the stage floor.
(v) Manager will ensure that all braces, platforms, etc that come into contact with the
stage floor are padded with non-abrasive carpet or other material; and that staples or
nails used to affix the pads are sufficiently indented so as not to protrude and
damage the floor. Manager is not allowed to remove any fixed item from the stage
or theatre complex such molding, fixtures, seating, etc.
(vi) Manager will ensure that all heavy materials (i.e. furniture, platforms, etc) are lifted
or rolled to avoid damaging the stage floor.
(vii) Manager will ensure that enamel or spray paint is used only in the workroom.
(viii) Manager may permit open flame provided that the use complies with the City of
Federal Way Fire Code; the use is permitted via a flame permit; and the Fire
Marshall of South King Fire and Rescue inspected the area.
(ix) All Theatre spaces must be maintained for intended use, rehearsal hall as a
rehearsal; meeting and banquet space; workroom as a temporary work space for
upcoming productions;theatre space as production and meeting space.
THEATRE MANAGEMENT AGREEMENT - 10 -
cIry OF CITY HALL
0,M..l Federal Way 33325 8th Avenue South• Box 9718
Federal Way:WA 980663-9718 18
(253)835-7000
www cilyoffederzfiiway coin
II.PREMISES
A. Premises. Manager shall maintain the Premises in good condition and shall not alter or change the
premises without the prior written approval of City. Manager is not allowed to remove any city
equipment, supplies or materials from the building. The Premises under this Agreement shall include the
following:
1. First Floor:
• Office space—Current Theatre Coordinator Office
• Box office
• Theatre lobby/theatre
• Workroom
• Rehearsal hall
• Dressing rooms
• Restroom
• Office space, which will be the Caretaker's apartment or other space as determined by the
City in coordination with the Manager.
2. Second Floor:
• Tech booth
• Storage space for props and costumes as identified in highlight on the map.
3. Art Gallery. Manager shall maintain Public Access to the Art Gallery during normal business
hours and on weekends when the Theatre is in use.
B. Smoking/Fires Prohibited. Pursuant to RCW 70.160.030 all smoking in the Theater is prohibited
on stage or anywhere in the Premises. Smoking will be permitted outside so long as it is done more than
twenty-five feet away from entrances, exits,windows that open, and ventilation intakes as required by
RCW 70.160.075. Please use appropriate receptacles.
C. Future Alterations or Improvements.
1. All alterations or improvements to the Premises undertaken by the Manager shall be
constructed at the Manager's expenses, and the Manager agrees to bear full responsibility for
insuring that all construction on the Premises is undertaken and conducted in a safe and
professional manner, and that all alterations or improvements shall be of high quality
construction. The Manager agrees that it will not allow any liens to attach to the Premises as a
result of any construction preformed on the Premises. However, should a laborer's or material
man's liens be filed per Chapter 60.04 RCW, the City agrees that this will not be considered a
breach of this Agreement. The Manager further agrees to hold the City harmless from any and
all claims, including costs, attorney's fees, and expenses, arising in any way from any
construction on the Premises undertaken by the Manager. Unless specifically agreed otherwise
in writing signed by the City prior to construction or addition of any alterations or
improvements to the Premises, all alterations and improvements shall become the property of
the City upon termination or expiration of this Agreement.
2. The Manager shall not perform, or cause to be performed any alterations or improvements to
the Premises without first providing written notice to the City and obtaining the City's review
and approval of said alterations or improvements, including signage on the building, which
THEATRE MANAGEMENT AGREEMENT - 11 -
CITY OF CITY HALL
Federal Way 33325 Avenue So • Box 9718
Federal l Way.WA 98063-63-9718 18
(283)835-7000
wwwcifyoflederaiway can
must comply with the Federal Way City Code, and all applicable laws. All hours of work in
performing alterations or improvements shall also be subject to the City's prior approval.
3. At the termination of this Agreement, the Manager shall ensure that the condition of the
Premises is equal to or better than the condition existing at the commencement of this
Agreement, excluding normal wear and tear as mutually determined by the City and the
Manager.
D. Fire or Other Casualty. In the event the Premises are damaged and/or destroyed by unavoidable
casualty or risks covered by standard insurance to such an extent as to render any portion of the Premises
untenantable,the City shall have the option to demolish,rebuild or repair the Premises. The City shall have
thirty (30) days after the date of written notification by the Manager of the happening of any such
contingency in which to notify the Manager of the City's intention to rebuild or repair the Premises or the
parts so damaged. If the City elects to rebuild or repair said Premises, the City shall prosecute the work of
such rebuilding or repairing without unreasonable delay. If the City fails to give said notice within said
period, the Manager shall have the right to terminate this Agreement by written notice to the City at any
time prior to commencement of reconstruction or repair of the Premises.
E. Parking. Parking is shared with other building users and is provided in designated areas only with
the exception of load-in and load-out with advance coordination with Dumas Bay Centre Coordinator.
Parking in non-designated areas (unless coordinated in advance) may result in ticketing and/or towing at
the owner's expense.
THEATRE MANAGEMENT AGREEMENT - 12 -
CITY OF CITY HALL
33325 Federal Way Feder 8th Avenue South• 18 Box 9718
Federal Federal Way,WA 98063-9718
.n.F.,.: (253)835-7000
www cifyoffederxiwoy corn
EXHIBIT "B"
COMPENSATION
A. Management Fee. The City shall pay Manager Compensation in monthly equal installments for
Manager's management fee annually. For the months of October 2015 through April 2016, the annual rate
will be $82,000, which will result in a monthly payment of$6,833.33. Beginning May 2016 through the
term of the contract, the annual management fee will increase to $100,000, which will result in a monthly
payment of$8,333.33. For the initial payment,the Manager will submit an invoice no later than September
15th in order to provide sufficient time for the City to remit the initial payment on or before October 1,2015.
Payments will be made in monthly equal installments upon receipt of the requisite invoice.
B. Hourly Fees.
1. Technician Fees. Manager shall provide technical services for theatre at the annually set and
published rate, which shall be paid by all renters including the City.
2. Staffing Fees. For outside rentals booked by the City, if no City staff is scheduled to work,
Manager's staff will have the first right of refusal for "Front of House" management
responsibilities, and Manager will be reimbursed for these staffing costs at the annually set and
published rate.
C. Rental Income and Other Uses.
1. Performance-based Rentals. Income from rental of the facility for performance-based rentals
shall be Manager income.
2. City Use. City parks programs and/or civic events shall not pay any rent.
3. Other Outside Rentals. As outlined in Exhibit A, the City will manage all other outside rentals
of the Theatre. Income from these rentals will be City income. This income will be placed
into a replacement reserve fund for infrastructure improvements at the Dumas Bay Centre
Facility.
4. Rental rates. The Parties agree that the rental rate and other fees for the Theatre shall remain
competitive with the Dumas Bay Centre's fees rental rates and other fees to avoid undercutting
the other party.
D. Current Renters. Manager will retain any rental income from current renters through April 2016.
Manager will not enter into any additional rental agreements with outside parties for non-performance
based rentals past April 2016. Beginning May 2016, any rental income from non-performance based
renters will be managed and retained by the City pursuant to Section C, above.
THEATRE MANAGEMENT AGREEMENT - 13 -
Ilk,. CITY OF CITY HALL
Federal Way 33325 8th Avenue South• Box 9718
Federal Way:WA 98D63-9718 18
(253)835-7000
www c1yoffederaM+ay corn
EXHIBIT "C"
INSURANCE
1. The Manager 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 for bodily injury, including personal injury or death, and property damage.
2. Manager's maintenance of insurance as required by the agreement shall not be construed to limit
the liability of the Manager to the coverage provided by such insurance, or otherwise limit the City's
recourse to any remedy available at law or in equity. The Manager'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 Manager's insurance and shall not contribute with it.
3. The City shall be named as additional insured on all such insurance policies,with the exception of
any professional liability insurance and any workers' compensation coverage(s) if Manager participates in
a state-run workers' compensation program. Manager shall provide certificates of insurance, concurrent
with the execution of this Agreement, evidencing such coverage and, at City's request, furnish the City
ty
with copies of all insurance policies and with evidence of payment of premiums or fees of such policies.
All insurance policies shall contain a clause of endorsement providing that they may not be terminated or
materially amended during the Term of this Agreement, except after thirty(30)days prior written notice
to the City. If Manager's insurance policies are "claims made," Manager 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.
4. The City will provide the Manager evidence of insurance coverage from its carrier Washington
Cities Insurance Association within thirty (30)days from execution of this Agreement.
THEATRE MANAGEMENT AGREEMENT - 14 -