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Wolverine West, LLC
<br />PO Box 628
<br />Chehalis, WA 98532
<br />Kittitas Valley Event Center
<br />Show Date: 7/3/2023
<br />Page 3 of 6
<br />entitled to claim or recover any consequential damages from WW including, without limitation, damages for loss of income,
<br />business or profits.
<br />12. Force Majeure - CLIENT agrees to assume the risks of: strike, civil unrest, terrorism, weather, military action, governmental
<br />action, shortage of inventory due to delivery delay or unavailability from WW's customary suppliers, staff illness, and any
<br />other causes reasonably beyond the control of WW which may prevent the PP from being safely discharged on the
<br />scheduled date, which may cause the cancellation of any event for which CLIENT has purchased the PP, or which may affect
<br />or damage such portion of the pyrotechnic equipment or material as must be placed and exposed before the PP. If, for any
<br />such reason, WW is not reasonably able to safely discharge the PP on the scheduled date, or at the scheduled time, or
<br />should any event for which CLIENT has purchased the PP be canceled as a result of Force Majeure causes or otherwise, and
<br />unless otherwise agreed, the parties' unaccrued obligations under the contract shall terminate.
<br />13. Can_c_el_a_tion and Rescheduling — If CLIENT fails to perform CLIENT Responsibilities as provided in Paragraph 1.2 or breaches
<br />or announces its intention to breach its obligations, the parties agree that in such event the damages suffered by WW are
<br />difficult or impossible to quantify precisely and, therefore, in order to clearly establish CLIENT'S risk and WW's damages the
<br />parties agree that the CLIENT shall pay WW an amount equal to the cancellation provisions of paragraph 14 below as
<br />liquidated damages which the parties agree are reasonable. CLIENT shall immediately pay such damages to WW. WW may
<br />withhold any CLIENT funds held by WW toward satisfaction of CLIENT'S debt to WW. This provision shall not apply in the
<br />event CLIENT and WW reach a written agreement revising the PP date. Such agreement must be reached within five days of
<br />the originally scheduled PP date. Failure to reach such agreement for substitute performance shall be deemed cancellation
<br />by CLIENT resulting in CLIENT owing liquidated damages as provided in paragraph 14 below. Rescheduling may require an
<br />additional fee of 5%to 22% of the original fee taking into consideration issues such as; re -permitting, increases in product
<br />and/or insurance costs, labor, transportation, etc. WW is under no obligation to honor CLIENT'S request for rescheduling
<br />where such rescheduling is for the convenience of CLIENT or its breach of its responsibilities. WW's refusal to reschedule
<br />shall result in imposition of the cancellation damages set forth in paragraph 14 below which CLIENT agrees are reasonable.
<br />13.1. Rescheduling Caused By Mandate — In the event the PP cannot be performed due to gubernatorial mandate, Client
<br />shall reschedule within 365 days or as otherwise agreed by the parties at no additional cost to Client. Failure to reschedule
<br />for substitute performance shall result in Client owing liquidated damages as provided in paragraph 14 below.
<br />14. Cancelation — If cancellation occurs due to failure of Client to perform CLIENT Responsibilities, CLIENT agrees to pay to WW,
<br />as liquidated damages the following percentages of the Fee as set forth in Paragraph 3.1: 1) 33% if cancellation occurs
<br />greater than 30 days of the scheduled date, 2) 50% if cancellation occurs 2 to 30 days of the scheduled date, 3) 80% if
<br />cancellation occurs the day of the scheduled date. In the event CLIENT cancels the PP, it will be impractical or extremely
<br />difficult to fix the actual amount of WW's damages and to establish its risk with certainty; CLIENT acknowledges and
<br />approves this liquidated damages agreement.
<br />15. No Joint Venture — It is agreed, nothing in the Agreement or in WW's performance of the PP shall be construed as forming a
<br />partnership or joint venture between CLIENT and WW. WW shall be and is an independent contractor with CLIENT and not
<br />an employee of CLIENT. The Parties hereto shall be severally responsible for their own separate debts and obligations and
<br />neither Party shell be held responsible for any agreements or obligations not expressly provided for herein.
<br />16. Applicable law —This Agreement and the rights and obligations of the Parti@�it#]tas hereunder shall be construed in accordance
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<br />with the laws of Washington. It is further agreed that the Judicial District of tewis County, Washington, shall be the proper
<br />venue for any such action. In the event that the scope of the PP is reduced by authorities having jurisdiction or by either
<br />Party for safety concerns, the full dollar amounts outlined in this Agreement are enforceable.
<br />17. Notices —Any Notice to the Parties permitted or required under this Agreement may be given by mailing such Notice in the
<br />United States Mail, postage prepaid, first class, addressed as follows:
<br />WW — Wolverine West, LLC, PO Box 628, Chehalis, WA 98532
<br />CLIENT — Kittitas Valley Event Center,901 E 7th Ave, Ellensburg, WA 98926
<br />18. Modification of Terms —All terms of the Agreement are in writing and may only be modified by written agreement of both
<br />Parties hereto. Both Parties acknowledge they have received a copy of said written Agreement and agree to be bound by
<br />said terms of written Agreement only.
<br />P: 206.459.0917 F: 888.492.4902 E: info@wolverinewest.com
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