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HomeMy WebLinkAboutWolverine West LLC July 4th FireworksFireworks DisglU Agreement This agreement entered into this 1st day of June, 2015, by and between WOLVERINE WEST, LLC ("WW") and the City of Pasco ("Purchaser"). 1. Purchase of Show. Where WW agrees to provide and Purchaser agrees to purchase the fireworks, labor, transportation and equipment set forth below (hereinafter, the "Display"): Display Date: Saturday, July 4, 2015 Location: Pasco Sporting Complex, 6200 Burden Blvd., Pasco, WA 99301 Description A. One Aerial Fireworks Display per Attached Itemized Proposal B. Necessary State Licenses and Permits C. Display Liability Insurance Coverage of $5,000,000.00 2. Purchase Price. The Purchase Price for the Display shall be $22.000.00 (including applicable taxes). Payment shall be as follows: 50% ($11,000.00) payment due by June 15, 2014 50% ($11,000.00) final payment due no later than July 31,.2015 Outstanding balances thereafter shall incur a daily periodic interest rate equivalent to I% per month. 3. Purchaser's Oblieations. Purchaser is responsible for, at its sole expense: 3.1 Timely provide a fireworks staging area acceptable to WW that complies with all applicable state and municipal requirements for fireworks safety, including the storage necessary to keep fireworks dry during unloading, preparation, and firing of fireworks; 3.2 Timely provide; floating docks (if display is fired from on the water) and adequate guards, monitors, fencing and/or rope barriers for the staging area acceptable to WW that comply with all applicable federal, state and municipal requirements for fireworks safety and that ensure there is no public access to the fireworks and staging area at any time, from unloading through final inspection of the staging area, and during the Display. 3.3 Timely provide a fireworks display launch location acceptable to WW that complies with all applicable federal, state and municipal requirements for fireworks safety, taking into account appropriate firing and debris fallout zones where the fireworks may safely be fired, and providing for rise and fall of fireworks, clear of spectator viewing areas, parking areas and structures. If the display is fired from on the water, timely provide adequate patrol boat(s) and personnel to maintain the fallout zone while the display is being fired. 1 3.4 Timely provide any additional costs incurred by WW to remedy any failure of the Purchaser to timely meet Purchaser's obligations in this Section 3. 4. Safety Evaluation. WW shall have the sole discretion to determine in good faith whether the Display may safely proceed as agreed on the scheduled date and at the scheduled time. WW determination may include, but is not limited to, such factors as the weather, the condition of the fireworks, audience or property safety, and full compliance with any federal (NFPA 1123), state and municipal requirements. Purchaser expressly assumes the risk that all or any part of the Display may not be timely performed at WW's discretion. 5. Insurance. WW shall obtain public liability insurance for WW's design, setup and performance of the Display, in the aggregate amount of $5,000,000 per each accident and products liability of $1,000,000. Insurance is to be placed with insurers with a current A.M. rating of not less than ANII. This Certificate of Insurance will name Purchaser as an additional insured and will be in possession of Purchaser prior to WW's arrival on location. 6. Personal Liability. The personal liability of WW's owners, employees, and its subcontractors above and beyond the amount covered by insurance (See Section 5), shall not exceed, and shall in all cases be strictly limited to the Purchase Price of said Display. 7. Limitation of Losses/Assumption of Risk. To the fullest extent permitted by law, WW shall indemnify, defend and hold harmless Purchaser from and against all claims for injuries or death or property damage arising out of or resulting from the negligent acts of WW while presenting the fireworks display on the scheduled Display Date described in section 1. 8. Intellectual Property. WW retains ownership of all intellectual property aspects of the Display, including but not limited to the right to publicly display, publicly perform, reproduce by any means, and distribute any reproduction of the Display. Any reproduction or distribution without WW's written authorization is prohibited. 9. Cancellation and Rescheduling. In the event WW determines in good faith that the Display may not proceed after erecting the equipment on site to provide the Display due to public safety concerns outline in Section 3 and 4 of this agreement, or Purchaser cancels the Display the day of the Display, Purchaser agrees to compensate WW 75% of the Purchase Price. If Purchaser cancels the Display within ten (10) days of the scheduled Display Date, Purchaser agrees to compensate WW 25% of the Purchase Price. In the event Purchaser elects to reschedule the Display Date on the day of the Display, WW and Purchaser will agree on a mutually convenient Display Date and Purchaser shall only pay WW the additional, direct incremental costs, there and above the original Purchase Price specified in Section 2, for rescheduling the display if any. 10. Miscellaneous. 10.1 Successors Bound. This Agreement shall be binding upon and inure to the benefit of the parties, their respective legal representatives, successors, and permitted assigns. 10.2 Substitutions. WW reserves the right to substitute firework items described in proposals, FA whether written or oral, pending product availability. In this event, WW, in good faith will substitute firework items of equivalent value and of like kind to those firework items. 10.3 Notices. Any notices required or desired to be given under this Agreement shall be in writing and delivered to: Wolverine West, LLC City of Pasco PO Box 628 525 N. Third Ave. Chehalis, WA 98532 Pasco, WA 99301 Or faxed to (888) 492.4902 4-0.4 Arbitration. In the event of a dispute arising concerning the breach, enforcement or interpretation of this Agreement, the parties shall meet in a good faith attempt to resolve the dispute. In the event the dispute is not resolved either by greement of the parties or by voluntary mediation, the dispute shall be resolved by arbitration pursuant to RCW 7.04A and the Mandatory Arbitration Rules (MAR). Venue shall be placed in Franklin County, Washington, and the prevailing party shall be awarded its reasonable attornev fees and costs against the other. .1 r the the Sea4 !e T.,.,ema panel r> first, T A N4S Efid Y c ine., or seeend, Washingten "rbitratfenmd Med•atien Serviee. This Agreement must be signed and returned to WW no later than .TLne 15, 2015 with deposit prescribed in Section 2 of this agreement to be valid. If there are any changes to this Agreement the costs will be reduce from firework items at $65.00 per hour for Wolverine West, LLC and $295.00 per hour for Wolverine West, LLC's attorney. PURCHASER: City of Pasco Date: k ,f—/j— Title:,�?�GtO/2 WW: Wolverine West, LLC Print Name: RODNEY F. HASH Date: date stamped signature above Title: Partner Digitally signed by Rodney Hash Date: 2015.06.0810:27:43 -07'00' Certificate of Insurance 6902 Issue Date: 5/25/2015 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF Professional Program Insurance Brokerage INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE 371 Bel Marin Keys Blvd., Suite #220 Novato, California 94949 CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURED INSURER A: Underwriter's at Lloyd's, London Wolverine Fireworks Display, Inc. 205 W. Seidlers Road INSURER B: Kawkawlin, MI 48631 INSURER C: INSURER D: COVERAGES: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE NAMED INSURED ABOVE FOR THE 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. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (DD/MM/YY) POLICY EXPIRATION DATE (DD/MM/YY) LIMITS A GENERAL LIABILITY CLAIMS MADE PY/15-0010 2/1/2015 2/1/2016 EACH ACCIDENT $5,000,000 MEDICAL EXP (any one person) FIRE LEGAL LIABILITY $50,000 GENERAL AGGREGATE $5,000,000 PRODUCTS-COMP/ OPS AGG DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Certificate holder is additional insured as respects the following: Date(s) of Display: 7/4/2015 Location: Pasco Sporting Complex 6200 Burden Blvd. Pasco WA 99301 Additional Insured: City of Pasco, its officers, directors, agents & employees ATIMA. Rain Date(s): 7/4/2015 Type of Display: Aerial Fireworks Display CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Pasco EXIPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO 525 N. 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Y U a � W N aj Y f0 V M M N M M M N N N N N LO m rn m m m h 1 �• U \ /. — 00 00 00 00 00 00 � VI N V1 >• VI V1 lA m o> 3 3 c o a 3 3 3 o 3 u u v v ai 3 3 c C Q m U N -O 00 Q CO U 3 3 3 > o v _ O O > .: 4-; V1 V' c m O N u u c¢ vii vii ¢ v'^i ¢v w v v ai ¢ ¢ N ¢ v v o—— '6 'O N N d N m (0 m a] m i a) > a) L a) i a1 i a/ f0 00 (6 cc n7 m O O > > > > CO ca _3 m -0 v 0)O ai �j0 2O O O M m m d• > V> V> a V V r in > in > in > 0 0 v m d E 0 it u • Y i w Y U Y Y L Y `D 00 00 O a o N 3 LO t L N � oun v M � u 1■ u \ 72 L m Ln Ql \ (3) N > O 00 O XO m ¢ = L 0) v LD N N v c6 00 00 3 d aj C U — U X LL 0 it u • Y i w Y U v Y m v m I m I1DI�DIMI�OIFO- Y Y o t oun v u 1■ � \ GJ L � L °' ivy y O C)C C n Q ■II o Ey t0 t0 Y i (6 p N u N Y > b0 00 7 ie■ N c�a coo o2f 3 _ Lr) a, v Y m v m I m I1DI�DIMI�OIFO- Y Y o t oun v u � \ GJ L L °' ivy y O C)C C n Q o Ey t0 t0 Y i (6 p N N Y > b0 00 7 N c�a coo o2f 3 _ Lr) a, Wolverine West, LLC PO Box 628 Chehalis, WA 98532 (360)2624866 rod@woIverinewest.com wolverinewest.com BILL TO Vince Guerrero City of Pasco 525 N. Third Ave Pasco, WA 99301 Pyrotechnic Display Grand Old 4th Fireworks Display on 7/4/15 at the Pasco Sporting Complex - 50% deposit 9 -WA -041-51-6J-00002 INVOICE # 1130 DATE 06/01/2015 DUE DATE 06/15/2015 TERMS Per Agreement 1 10,128.91 10,128.91 SUBTOTAL 10,128.91 TAX (8.6%) 871.09 TOTAL 11,000.00 BALANCE DUE $11,000.00 Wolverine West, LLC PO Box 628 Chehalis, WA 98532 (360)2624866 rod@wolverinewest.com wolverinewest.com BILL TO Vince Guerrero City of Pasco 525 N. Third Ave Pasco, WA 99301 Pyrotechnic Display 1 Grand Old 4th Fireworks Display on 7/4/14 - remaining (Final) 50% pmt 9 -WA -041-51-6J-00002 SUBTOTAL TAX (8.6%) TOTAL BALANCE DUE INVOICE # 1131 DATE 06/01/2015 DUE DATE 07/31/2015 TERMS Per Agreement 10,128.91 10,128.91 10,128.91 871.09 11,000.00 $11,000.00 Form W'9 Request for Taxpayer Give Form to the (Rev. December 2011) Identification Number and Certification requester. Do not DepertmerxdthaTreasury send to the IRS. Interni RavenueServtos Name (as shown on your income tax return) Wolverine West, LLC N Business name/disregarded entity name. It different from above o, Wolverine West, LLC Check appropriate box for federal tax classification: ❑ Indivlduaysole proprietor ❑ C Corporation ❑ S Corporation Partnership ❑ TIUsNestate 0 0 t ❑J Limited liability company. Enter the tax classalcatbn (C=C corporation, S=S corporation, P=pannershxp)► P ------------------'------------- ❑ Exempt payee m i, U Cl Cher (see instructions) ► Address (number, street, and apt, or suite no.) Requester's name and address (optional) d PO Box 628 w City of Pasco City. state, and ZIP code Chehalis, WA 98532 Ust account numbers) here (opaonal) Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line to avoid backup withholding. For individuals, this is your social security number (SSM. However, for a resident alien, sole proprietor, or disregarded entity, see the Pan I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number. sea How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. f7MMM0©MMMIS Under penalties of perjury. I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than (merest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the Her I Slgnn Orson * M✓I �-kms Here u.s.p•rson► Data► 6/1115 General Instructions x Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and. when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be Issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding II you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership Income from a U.S. trade or business Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A Partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined In Regulations section 301.7701-7). Special rules for Partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership Is required to presume that a partner Is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner In a partnership conducting a trade or business In the United Slates, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of Partnership Income. Is not subject to the withholding tax on foreign partners' share of effectively connected income. Cal. No. 10231x Form W-9 (Rev. 12.2011)