PSA with Butler Amusements, Inc. to provide carnival activities including games, Rides and food concessions to the Southwest Washington Fair BEFORE THE BOARD OF COUNTY COMMISSIONERS
OF LEWIS COUNTY, WASHINGTON
APPROVING A PERSONAL SERVICES AGREEMENT ) Resolution No. 18- D44
BETWEEN LEWIS COUNTY and BUTLER AMUSEMENTS, )
INC. TO PROVIDE CARNIVAL ACTIVITIES INCLUDING )
GAMES, RIDES and FOOD CONCESSIONS TO THE )
SOUTHWEST WASHINGTON FAIR )
WHEREAS, the existing Personal Services Agreement between Lewis County and Butler
Amusements, Inc. to provide carnival activities including games, rides, and food concessions
to the Southwest Washington Fair has expired; and
WHEREAS, a new five-year Agreement between Lewis County and Butler Amusements, Inc.
(Attachment) has been prepared; and
WHEREAS, the Board of County Commissioners (BOCC) has had an opportunity to review the
Agreement; and
WHEREAS, it is in the best public interest to authorize this Agreement;
NOW, THEREFORE BE IT RESOLVED that this Personal Services Agreement between Lewis
County and Butler Amusements, Inc. is hereby approved and the Director of Central Services
is authorized to sign the same on behalf of the BOCC.
DONE IN OPEN SESSION this a1 day of AAAllad , 2018.
APPROVED AS T• . ORM: BOARD OF COUNTY COMMISSIONERS
Jonat .'. •y- , Prosecuting Attorney LEWIS COUNTY, W • HINGTON
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By: Depu 9'rosecuvting Attorney Edna J. Fijnd, Ch •
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ATTEST: .•••••'• Robert C. Jackson Vice Chair
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Rieva Lester, Clerk of jli o§iC 7; Gary Sta per, Commissioner
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PERSONAL SERVICE AGREEMENT TO PROVIDE CARNIVAL ACTIVITIES
INCLUDING: GAMES,RIDES,and FOOD CONCESSIONS to the SOUTHWEST
WASHINGTON FAIR
Butler Amusements, Inc., P. O. Box 2210,Fairfield, CA 94533-0220 hereinafter called CONTRACTOR,
and Lewis County, hereinafter called COUNTY agree as set forth in this Agreement, including: General
Conditions; Exhibit"A", Scope of Work; Exhibit"B",Compensation,and Special Conditions, copies of
which are attached hereto and incorporated herein by this reference as fully as if set forth herein.
This is a five(5)year agreement covering the Southwest Washington Fair for years 2018, 2019, 2020,
2021,2022 with an option of up to two(2)additional years.The Agreement may be extended within 30
days following the last day of 2021,providing both parties agree on the terms. The specific dates of
operation of the COUNTY are as follows:
2018 14-19 August
2019 13-18 August
2020 18-23 August
2021 17-22 August
2022 16-21 August
Operating days of the Fair will be Tuesday through Sunday. The Carnival will open at noon on Tuesday
and 11:00 AM on all other days. Carnival closing will be set by mutual agreement between Carnival
Manager and Fair Manager.
By signing this Agreement,CONTRACTOR acknowledges and agrees that the Indemnification
provisions set forth in Paragraphs 8, 10, 18,and 28 are totally and fully part of this contract and have been
mutually negotiated by the parties.
IN WITNESS THEREOF, the parties execute this Agreement this day of t"e "kwi/T018.
BUTLER AMUSEMENTS,INC. LEWIS COUNTY
•
p1/-.0/171-
Na - Steve Walton
Central Services Director
hie of Signatory
� ry
Approved as to Form O. :
Butler Amusements, INC. Deputy Pro utin! horn:
P.O. Box 2210
Fairfield,CA 94533-4788 /
By: � ��
Federal Business Tax 1D No. r i.•
Deputy Pro : Attorney
77— o 1 77
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GENERAL CONDITIONS
1. Scope and Performance of Contractors Services:
The CONTRACTOR agrees to provide to the COUNTY services and any material set forth in
Exhibit"A"during the agreement period.No material,labor,or facilities will be furnished by the
COUNTY,unless otherwise provided for in the Agreement.
The Lewis County Risk Manager and/or Fair Manager will conduct a"walk through"of the
carnival/game/concession grounds with the CONTRACTOR the Monday prior to the start of the
Fair.The County Risk Manager and Fair Manager must be satisfied with the arrangements of the
rides/games/concessions prior to the opening of the Fair.
2. County Responsibilities:
The COUNTY will provide:
A. Designated space for the CONTRACTOR to assemble and operate games, rides and
concessions.
B. Camping space, free of charge to CONTRACTOR employees.
C. Electricity and water to the CONTRACTOR. Unless there is excessive use, the water will be
free of charge and the electricity will be billed as provided under section D.
D. Free on-site parking for CONTRACTOR business vehicles and vehicles of full time
employees. Parking shall be at the vehicle owner's risk. The CONTRACTOR shall hold
harmless and indemnify Lewis County, its employees and elected officials for all claims,
injuries,judgments or losses sustained by any vehicle owner due to damages incurred while
the vehicle is parked on site.
3. Notice:
The official executing this Agreement for Lewis County,the Director of the Lewis County
Department of Central Services, is the"CONTRACTING OFFICER"for purposes of this
Agreement.
Except as set forth elsewhere in the Agreement, notice, except service of process, shall be given
by the CONTRACTOR to the Director or to the Fair Manager at either 351 NW North Street,
Chehalis,WA 98532-1900 or 2555 North National Avenue, Chehalis.Notice to the
CONTRACTOR for all purposes under this Agreement shall be given to the address reflected
above.Notice may be given by delivery or by depositing in the US Mail,First Class,postage
prepaid.
4. Accounting and Payment for Contractor Services:
Payment to the CONTRACTOR for services rendered under this Agreement shall be as set forth
in Exhibit`B". Where Exhibit`B"requires payments by Lewis County,payment shall be based
upon billings, supported unless otherwise provided in Exhibit`B",by documentation of units of
work actually performed and amounts earned,including where appropriate,the actual number
days worked each month,total number of hours for the month,and to total dollar payment
requested.Unless specifically stated in Exhibit`B"or approved in writing in advance by the
Contracting Officer the COUNTY will not reimburse the CONTRACTOR for any costs or
expenses incurred by the CONTRACTOR in the performance of this Agreement.
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Where required,the COUNTY shall,upon receipt of appropriate documentation,compensate the
CONTRACTOR, no more often than weekly,through the COUNTY voucher system for the
CONTRACTOR's service pursuant to the fee schedule set forth in Exhibit"B".
5. Personnel and Safety:
All full time,part time, temporary or seasonal employees of the CONTRACTOR must strictly
comply with the CONTRACTOR's standard of appearance and work performance. The
CONTRACTOR shall conduct reference checks on all of its employees to help insure quality
personnel. CONTRACTOR agrees to hire personnel necessary, as determined by the COUNTY,
to assure safe operations of the rides,games,and concessions.
CONTRACTOR will provide to the Fair prior to the opening day of the fair a copy of each
employee's identity document, a copy of his/her H2B Visa,and proof that the H2B Visa process
includes all FBI criminal record checks.
All Carnival employees will be issued a Carnival Photo ID by Butler Amusements allowing Fair
and security staff an easy way to identify individuals associated with the carnival. The ID will be
worn at all times by the Carnival employees when on the Fairgrounds.
The CONTRACTOR must report any accident, involving the public or CONTRACTOR's
employee to the COUNTY Office within 1 hour of occurrence.
COUNTY reserves the right to eject or cause to be ejected from the Carnival area any person,
including the CONTRACTOR's employees, due to unlawful conduct.
Each ride shall be inspected by an Amusement Ride Inspector certified by the Washington State
Department of Labor and Industries. Each ride and attraction must have a current valid operating
permit issued by the State of Washington Department of Labor and Industries.
The County's Fair Manager, Safety Officer,or Risk Manager shall notify CONTRACTOR of any
safety issues,and CONTRACTOR immediately shall take such remedial action as the
COUNTY's officials may require. The said COUNTY officials may order that any ride, game or
concession cease operation because of any safety concern. CONTRACTOR shall comply
forthwith. If CONTRACTOR does not comply immediately with a directive of the County's Risk
Manager,Fair Manager or Safety Officer,the COUNTY shall have the right to obtain immediate
injunctive relief in the Superior Court of Washington for Lewis County, and CONTRACTOR
shall pay the COUNTY's attorney fees in any such proceeding.
6. Assignment and Subcontracting:
No portion of this Agreement may be assigned or subcontracted to any other individual, firm or
entity without express and prior written approval of the Contracting Officer or as set forth in
Exhibit"A".
7. Labor Standards and Contract Assistance:
The CONTRACTOR shall comply with the provisions of the Lewis County Contract and
Procurement Assistance Program as applicable,attached hereto as"Special Conditions".
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8. Independent Contractor:
The CONTRACTOR's and its employee's services shall be furnished by the CONTRACTOR as
an independent CONTRACTOR and nothing herein contained shall be construed to create a
relationship of employer-employee or master-servant, but all payments made hereunder and all
services performed shall be made and performed pursuant to this Agreement by the
CONTRACTOR as an independent CONTRACTOR.The CONTRACTOR acknowledges that
the entire compensation for this Agreement is specified in Exhibit"B"and the CONTRACTOR is
not entitled to any COUNTY benefits including, but not limited to: vacation pay,holiday pay,
sick leave pay,medical,dental,or other insurance benefits,or any other rights or privileges
afforded to Lewis County employees.
CONTRACTOR will defend, indemnify and hold harmless the COUNTY, its officers,agents or
employees from any loss or expense,including,but not limited to settlements,judgments, setoffs,
attorney's fees or costs incurred by reason of claims or demands because of breach of the
provisions of this paragraph.
9. No Guarantee of Employment:
The performance of all or part of this contract by the CONTRACTOR shall not operate to vest
any employment rights whatsoever and shall not be deemed to guarantee any employment of the
CONTRACTOR or any employee of the CONTRACTOR or Subcontractor by the COUNTY at
the present time or in the future.
10. Taxes:
The CONTRACTOR understands and acknowledges that the COUNTY will not withhold Federal
or State income taxes. Where required by the State or Federal law,the CONTRACTOR
authorizes the COUNTY to make withholding for any taxes other than income taxes(i.e.,
Medicare). All compensation received by the CONTRACTOR will be reported to the Internal
Revenue Service at the end of the calendar year in accordance with the applicable IRS
regulations. It is the responsibility of the CONTRACTOR to make the necessary estimated tax
payments throughout the year,if any,and the CONTRACTOR is solely liable for any tax
obligation arising from the CONTRACTOR's performance of this Agreement. The
CONTRACTOR hereby agrees to indemnify the COUNTY against any demand to pay taxes
arising from the CONTRACTOR's failure to pay taxes on compensation earned pursuant to this
Agreement.
The COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as
required by law.The CONTRACTOR must pay all other taxes including,but not limited to:
Business and Occupation Tax,taxes based on the CONTRACTOR's gross or net income, or
personal property to which the COUNTY does not hold title.The COUNTY is exempt from
Federal Excise Tax.
11. Regulations and Requirement:
This Agreement shall be subject to all laws,rules,and regulations of the United States of
America,the State of Washington,and political subdivisions of the State of Washington,and to
any other provisions set forth in Special Conditions. CONTRACTOR shall also comply with all
rules and regulations adopted by the Lewis County Board of County Commissioners.
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12. Licenses& Permits:
The CONTRACTOR shall procure,at its own expense,any and all permits and license required
by any governmental body for its operation at and during the Event. CONTRACTOR shall
comply with all laws,ordinances,rules,and regulations, applicable to the carnival operations. If
CONTRACTOR observes that any provisions of this Agreement are at variance with such legal
requirements,CONTRACTOR shall give the COUNTY prompt written notice thereof,and any
necessary changes shall be adjusted by appropriate modification. If CONTRACTOR performs
any activity knowing or having reason to know that it is contrary to such laws,ordinances,rules,
and regulations,and without such notice to the COUNTY,CONTRACTOR shall bear all cost
arising therefrom.
The CONTRACTOR is responsible for obtaining all necessary license and permits related to their
carnival operations, and complying with all permit and license requirements.The permits and
licenses include such certifications as business licenses and Lewis County Food Handling
Permits. Food Permits will be posted conspicuously in each food concession during the Fair. All
electrical work must conform to applicable COUNTY fire and building codes.
13. Right To Review:
This Agreement is subject to review by any Federal or State auditor. The COUNTY or its
designee shall have the right to review and monitor the financial and service components of this
program by whatever means are deemed expedient by the Contracting Officer. Such review may
occur with or without notice,and may include,but is not limited to,onsite inspection by
COUNTY agents or employees, inspection of all records or other materials which the COUNTY
deems pertinent to the Agreement and its performance,and any and all communications with or
evaluations by service recipients under this Agreement.The CONTRACTOR shall preserve and
maintain all financial records and records relating to the performance of work under this
agreement for 3 years after Agreement termination,and shall make them available for such
review,within Lewis County, State of Washington,upon request.
14. Modifications:
Either party may request changes in the Agreement. Any and all agreed modifications shall be in
writing, signed by each of the parties.
15. Termination for Default:
If the CONTRACTOR defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent or is declared bankrupt or commits any act of bankruptcy—or insolvency or
make an assignment for the benefit of creditors,the COUNTY may,by depositing written notice
to the CONTRACTOR in the U.S. Mail,postage prepaid,terminate the Agreement, and at the
COUNTY's option, obtain performance of the work elsewhere. If the Agreement is terminated
for default,the CONTRACTOR shall not be entitled to receive any further payments under the
Agreement until work called for, as may be applicable under Exhibit"A",has been fully
performed. Any extra cost or damage to the COUNTY resulting from such default(s)shall be
deducted from any money due or coming due to the CONTRACTOR.The CONTRACTOR shall
bear any extra expenses incurred by the COUNTY in completing the work,as may be applicable
under Exhibit"A",including all increased costs for completing the work,and all damage
sustained,or which may be sustained by the COUNTY by reason of such default.
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If a notice of termination for default has been issued and it is later determined for any reason that
the CONTRACTOR was not in default,the rights and obligations of the parties shall be the same
as if the notice of termination had been issued pursuant to the Termination for Public
Convenience paragraph hereof.
16. Termination for Public Convenience:
The COUNTY may terminate the Agreement in whole or in part whenever the COUNTY
determines,in its sole discretion that such termination is in the interests of the COUNTY.
Whenever the Agreement is terminated in accordance with this paragraph,the CONTRACTOR
shall be entitled to payment for actual work performed at unit Agreement prices for completed
items of work. An equitable adjustment in the Agreement price for partially completed items of
work will be made,but such adjustment shall not include provision for loss of anticipated profit
in deleted or uncompleted work.Termination of this Agreement by the COUNTY at any time
during the term, whether for default or convenience, shall not constitute a breach of Agreement
by the COUNTY.
17. Termination of Service Agreement:
This"Service Agreement"shall be subject to termination by either party at any time within 90
days following the Fair in any year of this Agreement,by giving the other party notice in writing.
Such termination shall relieve the COUNTY and CONTRACTOR of any further performances of
the terms of this Agreement.
18. Defense& Indemnity Agreement:
The CONTRACTOR agrees to defend, indemnify and save harmless the COUNTY, its appointed
and elected officials and employees, from and against all loss or expense, including,but not
limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and
demands upon the COUNTY, its elected or appointed officials or employees for damages because
of personal or bodily injury, including death at any time resulting therefrom,caused by or arising
out of the performance of the services rendered under this Agreement by the CONTRACTOR, its
employees,agents, subcontractors or anyone for whose acts any of them may be liable. Whether
such injury to persons or damage to property is due to the negligence of the CONTRACTOR,
his/her subcontractors, its successor or assigns, or its or their agent, servants,or employees,the
COUNTY,its appointed or elected officials, employees or their agents, except only such injury or
damage as shall have been occasioned by the sole negligence of the COUNTY, its appointed or
elected officials or employees. It is further provided that no liability shall attach to the COUNTY
by reason of entering into this Agreement,except as expressly provided herein.
19. Insurance:
The CONTRACTOR must provide the COUNTY proof of the following insurance coverage by
no later than four(4)months prior to the annual fair or upon CONTRACTOR's insurance
renewal. This insurance policy must name Lewis County as non-contributory,additionally
insured. The proof of insurance must be satisfactory to the Lewis County Risk Manager. Lewis
County will not limit the CONTRACTOR's liability for damages,sustained by the COUNTY or
by third parties, for which the COUNTY is not at fault.Failure to provide proof of insurance may
result in the immediate termination of the Agreement.
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The Insurance Certificate must show Lewis County, Southwest Washington Fair,the Officers,
agents,directors,and employees as non-contributory,additionally insured.
Total Liability limits $5,000,000 each occurrence '
Product Liability $1,000,000
Personal Injury limits $1,000,000 each occurrence
Fire Insurance $50,000
Automobile Insurance $1,000,000
Medical $1,000 each occurrence
Excess $4,000,000 each occurrence
CONTRACTOR shall notify Lewis County either immediately during the dates of the fair or occurrence
within thirty(30)days at any other time of year of any cancellation,reduction,deductible change,change
in exclusions,or any other material change in the coverage provided.
20. Industrial Insurance Waiver:
With respect to the performance of this Agreement and as to claims against the COUNTY, its officers,
agents and employees, the CONTRACTOR expressly waives its immunity under Title 51 of the Revised
Code of Washington,the Industrial Insurance Act, for injuries to its employees and agrees that the
obligations to indemnify,defend and hold harmless provided in this Agreement extend to any claim
brought by or on behalf of any employee of the CONTRACTOR.This waiver is mutually negotiated by
the parties to this Agreement.
21. Accident Reporting:
CONTRACTOR shall immediately report to the COUNTY any bodily injury sustained by its employees
or fair participants as a result of its performance of the scope of work.
22. Venue and Choice of Law:
In the event that any litigation should arise concerning the construction or interpretation of any of the
terms of this Agreement, the venue of such action of litigation shall be in the courts of the State of
Washington in and for the County of Lewis. The Agreement shall be governed by the law of the State of
Washington.
23. Withholding Payment:
In the event the CONTRACTOR has failed to perform any substantial obligation to be performed by the
CONTRACTOR under this Agreement and said failure has not been cured with the times set forth in this
Agreement,then the COUNTY may,upon written notice,withhold all monies due and payable to the
CONTRACTOR, without penalty,until such failure to perform is cured or otherwise adjudicated.
24. Future Non-Allocation of Funds:
If sufficient funds are not appropriated or allocated for payment under this Agreement for any future
fiscal period,the COUNTY will not be obligated to make payments for services or amounts incurred after
the end of the current fiscal period.No penalty or expense shall accrue to the COUNTY in the event this
provision applies.
25. Contractor Commitments,Warranties and Representations:
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Any written commitment received from the CONTRACTOR concerning this Agreement shall be binding
upon the CONTRACTOR,unless otherwise specifically provided herein with reference to this paragraph.
Failure of the CONTRACTOR to fulfill such a commitment shall render the CONTRACTOR liable for
damages to the COUNTY. A commitment includes, but is not limited to any representation made prior to
execution of this Agreement, whether or not incorporated elsewhere herein by reference, as to
performance or services or equipment, pieces or options for future acquisition to remain in effect for a
fixed period,or warranties.
26. Patent/Copyright Infringement:
CONTRACTOR will defend and indemnify the COUNTY from any claimed action,cause or demand
brought against the COUNTY, to the extent such action is based on the claim that information supplied
by the CONTRACTOR infringes any patent or copyright.The CONTRACTOR will pay those costs and
damages attributable to any such claims that are finally awarded against the COUNTY in any action.
Such defense and payments are conditioned upon the following:
a. That CONTRACTOR shall be notified promptly in writing by COUNTY of any notice of such
claim.
b. CONTRACTOR shall have the right, hereunder,at its option and expense,to obtain for the
COUNTY the right to continue using the information in the event such claim of infringement, is
made,provided no reduction in performance or loss results to the COUNTY.
27. Disputes:
a. General
Differences between the CONTRACTOR and the COUNTY,arising under and by virtue of the
Agreement Documents shall be brought to the attention of the COUNTY at the earliest possible
time in order that such matters may be settled or other appropriate action promptly taken. Except
for such objections as are made of record in the manner hereinafter specified and within the time
limits stated, the records, orders,rulings, instructions,and decisions of the Contracting Officer,
shall be final and conclusive.
b. Notice of Potential Claims
The CONTRACTOR shall not be entitled to any additional compensation which otherwise may
be payable,or to extension of time for(1)any act or failure to act by the Contracting Officer or
the COUNTY,or(2)the happening of any event or occurrence,unless the CONTRACTOR has
given the COUNTY a written Notice of Potential Claim within 10 days of the commencement of
the act,failure,or event giving rise to claim,and before final payment by the COUNTY. The
written Notice of Potential Claim shall set forth the reasons for which the CONTRACTOR
believes additional compensation of time is due,the nature of the cost involved, and insofar as
possible, the amount of the potential claim. CONTRACTOR shall keep full and complete daily
records of the Work performed, Labor and material used,and all costs and additional time
claimed to be additional.
c. Detailed Claim
The CONTRACTOR is not entitled to claim any such additional compensation,or extension of
time, unless within 30 days of the accomplishment of the portion of the work from which the
claim arose,and before final payment by the COUNTY, the CONTRACTOR has given the
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COUNTY a detailed written statement of each element of cost or other compensation requested
and of all elements of additional time required, and copies of any supporting documents
evidencing the amount or the extension of time claimed due.
28. Confidentiality:
The CONTRACTOR, its employees, subcontractors,and their employees shall maintain the
confidentiality of all information provided by the COUNTY or acquired by the CONTRACTOR in
performance of this Agreement, except upon the proper written consent of the Lewis County Prosecuting
Attorney or an order entered by a court after having acquired jurisdiction over the COUNTY.
CONTRACTOR shall immediately give to the COUNTY notice of any judicial proceeding seeking
disclosure of such information. CONTRACTOR shall immediately indemnify and hold harmless the
COUNTY, its officials,agents or employees from all loss or expense, including,but not limited to
settlements,judgments, setoffs,attorney's fees and costs resulting from CONTRACTOR's breach of this
provision.
29. Severability:
If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is
held invalid, such invalidity shall not affect other terms,conditions, or applications which can be given
effect without the invalid term, condition or application. To this end,the terms and conditions of this
Agreement are declared severable.
30. Waiver:
Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or
subsequent breach. No term or condition by this Agreement shall be held to be waived,modified or
deleted except by an instrument, in writing, signed by the parties hereto.
31. Survival:
The provisions of paragraphs 8, 10, 13, 18,20, 24,28,and 32 shall survive, notwithstanding the
termination or invalidity of this Agreement for any reason.
32. Entire Agreement:
This written Agreement represents the entire Agreement between the parties and supersedes any prior oral
statements,discussions or understandings between the parties.
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SPECIAL CONDITIONS
A. Definitions
The COUNTY is the recipient of CONTRACTOR's services,and at all times acts through the
Board of County Commissioners.The Contract Officer of the COUNTY will be the Lewis
County Central Services Director.
B. Contractor Registration
The CONTRACTOR agrees and covenants to furnish unto the COUNTY proper evidence that the
CONTRACTOR has fully complied with the State Licensing Law.
CONTRACTOR shall include contractor's federal ID number in the space provided on the front
page of this Agreement.
C. Non-Discrimination(Lewis County Funds)
The CONTRACTOR should be aware that public funds are being used to assist in this project. During the
performance of this Agreement,the CONTRACTOR agrees as follows:
1. The CONTRACTOR will not discriminate against any employee or applicant for employment
because of race, creed,color,or national origin. Such action shall include,but not be limited to,
the following: employment,upgrading, demotion or transfer;recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship.The CONTRACTOR agrees to post in conspicuous places,
available to employees and applicants for employment, notices to be provided by the contracting
officer setting forth the provisions of this non-discrimination clause.
2. The CONTRACTOR will,in all solicitations or advertisements for employees placed by or on
behalf of the CONTRACTOR, state that all qualified applicants will receive consideration for
employment without regard to race,creed, color, or national origin.
3. The CONTRACTOR will send to each labor union or representative of workers with which he
has a collective bargaining agreement or other contract or understanding,notice to be provided by
the agency contracting officer,advising the labor union or worker's representative of the
Contractor's commitments under Section 202 or Executive Order No. 11246 of September 24,
1965, and shall post copies of the notice in a conspicuous place available to employees and
applicants for employment.
4. The CONTRACTOR will comply with all the provisions of Executive Order No. 11246 of
September 24, 1965,and of the rules,regulations and relevant orders of the Secretary of Labor.
5. The CONTRACTOR will furnish all information and reports required by Executive Order No.
11246 of September 24, 1965,and by the rules, regulations,and orders of the Secretary of Labor,
or pursuant hereto,and will permit access to his books and records for purposes of investigation
to ascertain compliance with such rules,regulations and orders.
6. In the event of the CONTRACTOR's non-compliance with the non-discrimination clauses of this
Agreement or with any such rules,regulations,or orders,this Agreement may be canceled,
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terminated or suspended in whole or in part and the Agreement may be declared ineligible for
further government contracts in accordance with procedures authorized in Executive Order No.
11246 of September 24, 1965,and such other sanctions may be imposed and remedies invoked as
provided in Executive Order No. 11246 of September 24, 1965,or by rule,regulation or order of
the Secretary of Labor, or as otherwise provided by law.
7. The CONTRACTOR will include the provisions of Paragraphs (1)through(7) in every sub-
contract or purchase order unless exempted by rules,regulations, or orders of the Secretary of
Labor issued pursuant to Section 204 of Executive order No. 11246 of September 24, 1965,so
that such provisions will be binding upon each sub-contract or vendor. The CONTRACTOR will
take such action with respect to any sub-contract or purchase order as the contracting agency may
direct as a means of enforcing such provisions, including sanctions for non-compliance: Provided,
however,that in the event the CONTRACTOR becomes involved in, or is threatened with
litigation with a sub-contractor or vendor as a result of such direction by the contracting agency,
the CONTRACTOR may request the United States to enter into such litigation to protect the
interest of the United States.
D. Original Specifications
It is hereby expressly agreed by and between the parties involved that in any matter,dispute, suit, or
proceedings arising or in any way growing out of this Agreement in which it may be necessary to
introduce into evidence the original of such specifications, that a printed copy thereof may be used in lieu
with like force and effect as through the original was produced.
E. Eight Hour Law and Payment for Labor
The CONTRACTOR agrees to comply with RCW 49.28.010.065 providing that no laborer, workman or
mechanic in the employ of the CONTRACTOR,sub-contractor,or other person doing or contracting to
do the whole or any part of the work contemplated by this Agreement, shall be permitted or required to
work more than eight(8)hours in any one calendar day,provided that, in such cases of extraordinary
emergency, such danger to life or property,the hours of work may be extended,but in such cases the rate
of pay for time employed in excess of eight(8)hours of each calendar day shall not be less than one and
one-half times the rate allowed for this same amount of time during(8)hours' service. Any work
necessary to be performed after regular working hours, or Sunday or legal holidays shall be performed
without additional expense to the COUNTY.
Notwithstanding the above provisions, a CONTRACTOR may enter into an agreement approved by the
employees in which the employees may work up to ten(10)hours in a calendar day for not more than
four(4)calendar days in a week.
CONTRACTOR further agrees that said contract is terminable in case the CONTRACTOR shall violate
the provisions of such act.
The CONTRACTOR,and sub-contractor shall further verify that:
1. He/she had not employed or retained any company or person(other than a full-time bona fide
employee working solely for the offerer)to solicit or receive this Agreement; and
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2. He/she has not paid or agreed to pay any company or person(other than a full-time bona fide
employee working solely for the offerer)any fee,commission,percentage,or brokerage fee
contingent upon or resulting from the award of this Agreement; and
3. He/she has not been asked or otherwise coerced, whether expressed or implied, into contributing
funds,for any purpose as a condition to doing business with the COUNTY.
It is further agreed that in case any dispute arises as to what are the prevailing wages for the work
of a similar nature and such dispute cannot be adjusted by the parties involved, the matter shall be
referred for arbitration to the Director of the Department of Labor& Industries of the State of
Washington and their decision therein shall be final,binding, and conclusive on all parties.
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4610.
EXHIBIT "A"
SCOPE OF WORK
CONTRACTOR, shall provide the following services to the COUNTY:
Rides, Games, and Food Concessions
Rides: A proposed list of rides shall be submitted, to COUNTY at least three (3) months
prior to the Fair dates. The COUNTY will review this list with the
CONTRACTOR. Once the list of rides is approved by the COUNTY,
substitutions can only be made with the written approval of the Fair Manager.
A minimum of 15 adult rides to include 7 spectacular rides. A minimum of 8
kiddie rides to include a minimum of 3 kiddie spectacular rides.
The ride list must include:
• Ride name
• Ride type
• Number of coupons required to ride each attraction
Games: CONTRACTOR shall provide a minimum of 22 games.
Food Concessions: A maximum of three(3) food concessions will be provided.
The following is a list of food items which can be sold by the carnival:
cotton candy, candy/caramel apples, hot dogs, corn dogs, hamburgers,
fries, popcorn, soft drinks, coffee,peanuts, pickles, caramel and pink
popcorn, snow cones and nachos.
Additions to the food menu may be made with prior approval of the Fair
Manager.
The COUNTY establishes minimum prices on food and drinks.
CONTRACTOR may charge higher prices, but not lower.
CONTRACTOR will provide food concession grosses to the COUNTY on
a daily basis.
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Right of Veto: The COUNTY may reject any ride, game, or concession based on
concerns of health, safety, security, or to protect the image and integrity of
the Fair.
Times of Operation: Unless due to mechanical failure or Acts of God,CONTRACTOR shall operate
the above listed rides, games,and food concessions beginning at noon on
Tuesday,the first day of the Fair and beginning at Noon on all other days. The
rides will end operation at a time set by mutual agreement between the Carnival
Manager and Fair Manager. CONTRACTOR will not extend time of occupancy
without approval of the Fair Manager.
Miscellaneous Provisions
Grounds Maintenance: It is the CONTRACTOR's responsibility to leave the carnival grounds
clean and neat in appearance. At the conclusion of the Fair,the grounds
and any related facilities used by CONTRACTOR must be cleaned to the
COUNTY's satisfaction.Any damage done to the grounds as a result of
the CONTRACTOR's operation or employees' activities, will be the
responsibility of the CONTRACTOR to return the grounds,and any
related facilities,to their condition prior to the"move in"of the
contractor. If the CONTRACTOR does not make repairs or
replacements,the COUNTY will perform the work and bill the
CONTRACTOR for the expense including labor costs and replacements
costs.
Electricity: The CONTRACTOR shall provide additional electricity,where needed,
for the operation of the carnival. Fair electricity will be billed at the
prevailing rates and conditions at the time of the Fair.A billing will be
sent each year at the end of August to the CONTRACTOR for payment
of electrical charges. All electrical work must conform to applicable
COUNTY fire and building codes.
Security: The CONTRACTOR will hire three(3)Lewis County Sheriff Deputies
to patrol the carnival area every day of the Carnival's operation, except
Sunday from 6:00 PM until closing,unless the Sheriff has cause to
require a greater number or longer patrols. CONTRACTOR will need to
make all necessary arrangements, including financial arrangements,
directly with the Lewis County Sherriff s Office. CONTRACTOR shall
cooperate with the Sheriff and his/her personnel to address any security
concerns. CONTRACTOR will assure the public can safely and freely
move about the Carnival rides at all times.
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Livestock Sale: The CONTRACTOR agrees to expend a minimum of$1,000.00 annually
at the Southwest Washington Junior Livestock Auction. Purchase
arrangements of animals are strictly between the CONTRACTOR and
the seller of the animal(s).
Annual Meeting: The COUNTY and the CONTRACTOR agree to meet annually,during
the month of October,to review the past fair and work on the upcoming
fair. The meeting will be held at the COUNTY office or the Annual
Washington State Fair Association Convention at a day and time
mutually agreed upon.
Tickets: CONTRACTOR assumes responsibility for the procurement, selling, and
accountability of all ride tickets,coupons and or wristbands sold through
their automated cashless ticketing system,as well as providing personnel
necessary for public use of rides, games, shows, and concessions.
CONTRACTOR agrees to all audit procedures as directed by the
COUNTY.
COUNTY is permitted to sell ride tickets through the Fair website and
POS system.Ticket sales data will be given to the CONTRACTOR at
the end of fair week. The COUNTY is permitted to sell ride tickets
through local businesses. The CONTRACTOR shall provide numbered
ride tickets and numbered ride coupon ticket books to the COUNTY.
Tickets will be mailed to the COUNTY with a certified manifest. It is
the responsibility of the CONTRACTOR to print,pay for and ship the
ticket to the COUNTY. The COUNTY will inventory the tickets,
coupon books and on the Monday prior to the opening of the Fair,
distribute tickets to the CONTRACTOR at the Fair Office.
The Fair reserves the right to do unannounced onsite inspections of the
tickets at any time during the CONTRACTOR's operation. Custody and
responsibility for ticket sale proceeds will be with the CONTRACTOR.
However,COUNTY has first lien on proceeds to satisfy payment of
Agreement amount,expenses or damage,cleanup, or claims that may
arise under the Agreement.
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EXHIBIT B
COMPENSATION
For the services described above,the COUNTY will be compensated as follows:
Financial Agreement: In consideration of the promises and undertakings of the COUNTY, the
CONTRACTOR agrees to pay the following:
Carnival: CONTRACTOR guarantees a minimum payment to the COUNTY of:
$75,000 for 2018
$75,000 for 2019
$75,000 for 2020
$75,000 for 2021
$75,000 for 2022
If the percentage format is utilized it will be on the following basis:
• Payment to the COUNTY of 35%of the CONTRACTOR's gross
ride sales up to sales of$135,000.
• Payment to the COUNTY of 37.5%of gross ride sales over
$135,000.
Food Concessions: $150.00 each or 20%of gross, whichever is greater.
Games: Flat fee of$3,250.00
Advanced Ticket Sales: 40%of gross sales
Additional Contributions: CONTRACTOR will also pay the COUNTY $15,000 annually as
contribution towards publicity and advertising, improvements,
equipment,and services. CONTRACTOR will pay$10,000.00 of this
amount to the COUNTY on or before June 15'of each year.
Payment Schedule: The payment of amounts due and payable to the COUNTY at the end of
each Fair shall be due no later than(5)days following the closure of the
Fair.At the same time,the CONTRACTOR will provide the COUNTY
with a certified statement of the gross receipts from the operation of the
individual carnival rides and food concessions.
16 I
BOCC AGENDA ITEM SUMMARY
Resolution: BOCC Meeting Date: Jan 29, 2018
Suggested Wording for Agenda Item: Agenda Type: Consent
Approving a Personal Services Agreement Between Lewis County and Butler Amusements, Inc. to Provide
Carnival Activities Including Games, Rides, and Food Concessions to the Southwest Washington Fair
Contact Steve Walton/Tamara Hayes Phone: 360-740-1209
Department: Central Services
Action Needed: Approve Resolution
Description
The existing Agreement between Lewis County and Butler Amusements, Inc. to provide carnival activities
including games,rides, and food concessions to the Southwest Washington Fair has expired. This is a new 5-
year Agreement with Butler Amusements, Inc. for 2018-2022.
Approvals:
User Group Status
Walton, Steve Pending
Cover Letter To
Steve Walton
Additional Copies
Tamara Hayes, Suzette Smith,Becky Butler