HomeMy WebLinkAboutAG 18-1071/2018
RETURN TO: Thomas Fichtner EXT: --2547
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: Information Technolog/y
2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. BY: ASAP
i
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 ❑ RESOLUTION
❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL
❑ OTHER
5. PROJECT NAME: City Drupal Website Migration
6. NAME OF CONTRACTOR: Fuse IQ, Inc.
ADDRESS: 3131 Western Avenue, Suite 310 TELEPHONE 206-788-4484 x102
E-MAIL: tim@fuseiq.com FAX:
SIGNATURE NAME: Tim Godfrey TITLE Director of operations
7. EXHIBITS AND ATTACHMENTS: A SCOPE, WORK OR SERVICES A COMPENSATION A INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
8. TERM: COMMENCEMENT DATE: Upon execution COMPLETION DATE: 12/31/18
9. TOTAL COMPENSATION $ 4,455.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑YES ANO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED AYES ❑ NO IF YES, $ 405.00 PAID BY: ❑ CONTRACTOR A CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
Q PURCHASING: PLEASE CHARGE TO: 502-1100-046-518-95-414
10. DOCUMENT/CONTRACT REVIEW INITIAL/ DATE REVIEWED INITIAL/ DATE APPROVED
PROJECT MANAGER
DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW w C q -42 011-T
11. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL, DATE:
12. CONTRACT SIGNATURE ROUTING
L5(:)V
0(*
SENT TO VENDOR/CONTRACTOR DATE SENT: V� DATE RECD:
V❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I 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 SI NE
LAW DEPARTMENT
[SIGNATORY (MAYOR OR DIRECTOR)
K CITY CLERK
ASSIGNED AG# AG#�►
SIGNED COPY RETURNED DATE SENT:
COMMENTS:
Note: Warranty period is only 60 days this is a request by the vendor due to the ever changing nature of Drupal content management systems.
1/2018
CITY OF CITY HALL
Federal Federal 8th Avenue South
i way, WA 98e03-6325
(253) 835-7000
€vmv ci"fWeralway corn
GOODS AND SERVICES AGREEMENT
FOR
CITY DRUPAL WEBSITE MAINTENANCE
This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington
municipal corporation ("City"), and Fuse IQ, Inc., a Washington corporation ("Contractor"). The City and
Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any
notice required under this Agreement:
FUSE IQ, INC.:
Tim Godfrey, Dir. Operations
3131 Western Avenue, Suite 310
Seattle, WA 98121
(206) 788-4484 x102 (telephone)
tim@fuseiq.com
The Parties agree as follows:
CITY OF FEDERAL WAY:
Thomas Fichtner
33325 8th Ave. S.
Federal Way, WA 98003-6325
(253) 835-2547 (telephone)
(253) 835-2509 (facsimile)
Thomas. Fichtner@cityoffec
.com
1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which
shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no
later than December 31, 2018 ("Term"). This Agreement may be extended for additional periods of time upon
the mutual written agreement of the City and the Contractor.
2. WORK.
2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work
more specifically described in Exhibit "A," attached hereto and incorporated by this reference ("Work"),
performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction
of the Mayor or his or her designee.
2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience
necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and
governmental entities, including but not limited to obtaining a City of Federal Way business registration. The
Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar
services within the Puget Sound region in effect at the time those services are performed. The Contractor
warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will
perform in accordance with their specifications and Contractor's representations to City. The Contractor shall,
at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship
and material discovered within sixty (60) days after the City's final acceptance of the Work. This Agreement is
subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the
event any part of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are
not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for sixty (60)
days from the date such correction is completed and accepted by the City. The Contractor shall begin to correct
any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor
does not accomplish the corrections within a reasonable time as determined by the City, the City may complete
GOODS AND SERVICES AGREEMENT - 1 - 9/2017
CITY OF CITY HALL
r8th Avenue SouthFederal W# Federal War, WA 98003-6325
r (253) 835-7000
s�%vsv cttyvff6xferealway com
the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction.
2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of
this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the
City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of
responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's
knowledge of defective or non -complying performance, its substantiality or the ease of its discovery.
2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the
Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting
from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event
is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the
Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor.
3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing
the other party thirty (30) days' written notice at its address set forth on the signature block of this Agreement.
The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance
policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for
further City agreements.
4. COMPENSATION.
4.1 Amount. In return for the Work, the City shall pay the Contractor 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 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 Term. Except as otherwise provided in
Exhibit "B," 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.
4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the
form specified by the City, including a description of what Work have been performed, the name of the
personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also
submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only
after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City
representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the
Contractor 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 Defective or Unauthorized Work. If any goods, materials, or services provided under this
Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the
Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to
withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If
Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods,
materials or services from other sources, and Contractor shall be liable to the City for any additional costs
incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees,
incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right
to deduct these additional costs incurred to complete this Agreement with other sources, from any and all
amounts due or to become due the Contractor.
GOODS AND SERVICES AGREEMENT - 2 - 9/2017
CITY OF CITY HALL
F=ed l Way Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www. derafwayco n)
4.4 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 Work or
amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the
completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City
in the event this provision applies.
4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a
waiver of any and all claims, except those previously and properly made and identified by Contractor as
unsettled at the time request for final payment is made.
5. INDEMNIFICATION.
5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the
City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers
harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses,
attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without
limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection
with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the
City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to
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 Contractor and the City, the Contractor's
liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each
sub -contractor shall 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
Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when
completed shall not be grounds to avoid any of these covenants of indemnification.
5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor
waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51
RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any
way 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
further acknowledge that they have mutually negotiated this waiver.
5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its
officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors harmless
from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings,
judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs,
and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective
agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent
solely caused by the negligent acts, errors, or omissions of the City.
5.4 Survival. The provisions of this Section shall survive the expiration or termination of this
Agreement with respect to any event occurring prior to such expiration or termination.
6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in
GOODS AND SERVICES AGREEMENT - 3 - 9/2017
CITY OF CITY HALL
Federal Wto 33325
Feder 8th Avenue South
Federal Way, WA 98003-6325
k�w�e (253) 835-70030
wnetv.cityoffederahvuyciwn
connection with the performance of the services or work by the Contractor, their agents, representatives,
employees or subcontractors for the duration of the Agreement and thereafter with respect to any event
occurring prior to such expiration or termination as follows:
6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such
forms and with such carriers who have a rating that is satisfactory to the City:
a. Commercial general liability 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
per accident for bodily injury, including personal injury or death, and property damage.
6.2. No Limit of Liabilitv. Contractor's maintenance of insurance as required by the agreement shall
not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise
limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall
be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained
by the City shall be excess of the Contractor's insurance and shall not contribute with it.
6.3. Additional Insured, Verification. The City shall be named as additional insured on all
commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor
shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C"
and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all
insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance
policies are "claims made," Contractor shall be required to maintain 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.
6.4 Survival. The provisions of this Section shall survive the expiration or termination of this
Agreement.
7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of
this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the
Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will
be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling,
and providing records in case of any public records disclosure request.
8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts,
designs, design specifications, records, files, computer disks, magnetic media or material which may be
produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The
Contractor shall make such data, documents, and files available to the City and shall deliver all needed or
contracted for work product upon the City's request. At the expiration or termination of this Agreement, all
originals and copies of any such work product remaining in the possession of Contractor shall be delivered to
the City.
9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which
sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and
GOODS AND SERVICES AGREEMENT - 4 - 9/2017
CITY OF CITY HALL
Federal
Way Feder 8th Avenue South
Federal Way, WA 98003-6325
{253} 835-7000
t4ugv cityoffe deraiway: com
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,
to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental
officials authorized by law to monitor this Agreement.
10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS.
10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that
the Contractor 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 Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security,
income, or other tax which may arise as an incident of employment, except as specifically provided in Section
4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may
provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an
employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the
Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of
Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's
failure to do so.
10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of
its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall
utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of
federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA
requirements, Safety and Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and
Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC).
Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other
safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe
passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or
unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall
protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other
property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at
its own expense, secure and maintain a safe storage place for its materials and equipment and is solely
responsible for the same
10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor 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. 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 Contractor, shall not be deemed to convert this
Agreement to an employment contract. Even though Contractor is an independent contractor, the work must
meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory
completion
11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional
services during the Term for other parties; however, such performance of other services shall not conflict with
or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of
interest in favor of the City. Contractor confines that Contractor does not have a business interest or a close
family relationship with any City officer or employee who was, is, or will be involved in the Contractor's
selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance.
GOODS AND SERVICES AGREEMENT - 5 - 9/2017
CITY OF CITY HALL
ed er l Way Feder Stn Avenue Saute
Federal Wim! WA 98003-6325
(253) 835-7000
a,mgv. crit' )fh9deathway cixn
12. EOUAL 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
Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or
representatives against any person because of sex, age (except minimum age and retirement provisions), race,
color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental
or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and
employment. This requirement shall apply to, but not be limited to, the following: employment, advertising,
layoff or termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship. Contractor 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.
13. GENERAL PROVISIONS.
13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains
all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no
prior statements or agreements, whether oral or written, 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.
13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer
or assign, in whole or in part, any 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.
13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in
accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes,
ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended,
adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a
result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the
City's option.
13.4 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 Contractor's performance of this Agreement. Any notices required to be given by the Parties
GOODS AND SERVICES AGREEMENT - 6 - 9/2017
CITY OF
CITY HALL
y �,�, Federal
� +
33325 8thy,VVAvenue South
Way, l fA 98003-6325
(253)Federal
(253} 835-7000
t4wvv.cityo deraM,aycoma
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 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, however nothing in
this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this
Agreement.
13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor
represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with
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]
GOODS AND SERVICES AGREEMENT - 7 - 9/2017
CITY OFCITY
HALL
Federal Way.
Feder 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
twgv cilyvffederithvayCOtR
IN WITNESS, the Parties execute this Agreement below, effective
the last date written below.
CITY OF FEDERAL WAY:
Thomas Fichtner, IT Manager
DATE: vx(�I O
FUSE IQ, INC.:
By:
Printed Name: % �y/ �TpG�'N-Q (4
Title: D I V' e Cf p 1� 1 vi Gki C -e �-
DATE: k - )- 0 -
STATE OF WASHINGTON )
ss.
COUNTY OF 1��'1 )
ATTEST:
S phanie Courtney, CMC, C ty lerk
APPROVED AS TO FORM:
J. Ryan Call, City Attorney
0 t-04'opi S,
1
On this day personally appeared before me I)MMI (-)(AMP 1 , to me known to be the
D tGZ'e CT13�2- of 09k- (- 10NS C)F DUSK. 191 IN at 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 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 TO day of R" (I V S� , 201'0.
Notary's signature kG4 I ),& qvyolt ��<
RAQUEL GOMEZ Notary's printed name O Mf X
NOTARY PUBW Notary Publi in and for the State of Washin ton.
8tATE OF WASHINGTON My commission expires
w twice F-pUrt D�o1m01r 1, SSi
GOODS AND SERVICES AGREEMENT - 8 - 9/2017
CITY OF CITY HALL
Federal l Way 33325 l Avenue South
Federal Way, WA 9$0(73-6325
�� � ��; ....... (283) 835-7000
EXHIBIT "A"
SERVICES
The Contractor shall do or provide the following:
a. SITE CONVERSION AND MIGRATION
i. Convert existing MS SQL Database to MySQL format for running Drupal in a LAMP
stack environment
ii. Perform database maintenance to clean up tables and housekeeping not done by Cron jobs
iii. Migrate existing Drupal site running on Windows 10/IIS environment to a LAMP stack
environment and make necessary configuration changes
iv. Import converted Drupal site to a sandbox environment on Pantheon
1. Test, configure, validate site running on Pantheon on Linux environment (LAMP
except Pantheon uses NGIX instead of Apache for web server)
2. Deploy site to a Live environment on Pantheon
a. Configure domains and SSL on Pantheon (using included OpenSSL certs)
b. Assist Federal Way IT staff in configuring DNS zone records for Pantheon
environment and switching over "live" site from existing environment to
Pantheon
b. OPTIONAL SERVICES IF BUDGET ALLOWES
i. Update Drupal modules as needed
ii. Fix Twitter block on homepage that is not updating
iii. Swap Flicker block for Instagram
iv. CSS Issues:
1. Homepage carousel text and forward/reverse icons does not scale for mobile view
correctly
2. Homepage calendar does not bring up list of event when clicking on a day
v. User permissions for editing content without administrative rights
GOODS AND SERVICES AGREEMENT - 9 - 9/2017
CITY OF CITY HALL
33325 8th Avenue South
Federal Way
Federal Way, WA 98003-6325
(253) 835-7000
www a 4,offecteara/w ay com
EXHIBIT "B"
COMPENSATION
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to
exceed Four Thousand Fifty and 00/100 Dollars ($4,050.00) and Washington State sales tax equal to Four
Hundred Five and 00/100 Dollars ($405.00) for a total of Four Thousand Four Hundred Fifty -Five and 00/100
Dollars ($4,455.00).
GOODS AND SERVICES AGREEMENT - 10- 9/2017
A ® S S Y
OF LIABILITY INSURANCE 8045
(MM/DD/YYYY)CERTIFICATE
F36/2018
THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this
certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
CURRY & ROGERS INS AGCY INC/PHS
811637 P: (866) 467-8730 F: (888) 443-6112
PO BOX 33015
SAN ANTONIO TX 78265
CONTACT
NAME'.
A/C,,"N,Ext): (866) 467-8730 (A(C,No1: (888) 443-6112
AE MAIL
DDRESS:
INSURER(S) AFFORDING COVERAGE NAIC#
INSURER A: Hartford Casualty Ins Co 29424
INSURED
FUSE -IQ INC
3131 WESTERN AVE STE 310
SEATTLE WA 98121
INSURER B
INSURER C
INSURER D:
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE
TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
TYPEOFINSURANCE
ADDL
SUBR
POLICYNUMBER
POLICYEFF
MM/OD/YYYY
POLICYEXP
LIMITS
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE $1, 000, 000
CLAIMS-MADEOCCUR
DAMAGE TO RENTED
PREMISES (Ea occurrence)s300,000
X
MED EXP (Any one Person) s10,000
A
X General Liab
52 SBA FV4247
01/18/2018
01/18/2019
PERSONAL 8 ADV INJURY $1, 000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE s2,000,000
POLICY F7PRO FX]LOCPRODUCTS
JECT
- COMP/OP AGG s2,000,000
OTHER:
$
AUTOMOBILE
LIABILITY
COMBINED SINGLE LIMIT
(Ea accident) $1, 000, 000
BODILY INJURY (Per person) $
ANY AUTO
A
OWNED SCHEDULED
AUTOS ONLY AUTOS
52 SBA FV4247
01/18/2018
01/18/2019
BODILY INJURY (Per accident) $
PROPERTY DAMAGE
(Per accident) $
X
HIRED X NON -OWNED
AUTOS ONLY AUTOS ONLY
S
UMBRELLA LIAB
OCCUR
EACH OCCURRENCE
EXCESS LIAB
CLAIMS -MADE
AGGREGATE $
DED RETENTION $
$
WORK ERSCO.MPENSATION
AND EMPLOYERS'LIABILITY
PER I OTH-
STATUTE ER
E.L. EACH ACCIDENT
ANY PROPRIETOR/PARTNER/EXECUTIVE YIN
OFFICERIMEMBER EXCLUDED?
(Mandatory in NH) F—]
N/A
E.L. DISEASE- EA EMPLOYEE $
If yes, describe under
DESCRIPTION OF OPERATIONS below
$
E.L. DISEASE -POLICY LIMIT
A
EMP STOP GAP
52 SBA FV4247
01/18/2018
01/18/2019
$1,000,000/1,000,000/1,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required)
Those usual to the Insured's Operations. Certificate holder is an additional
insured per the Business Liability Coverage Form SS0008 attached to this
policy.
CERTIFICATE HOLDER r_ANrFl I OTInN
(0 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE
DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
City o f Federal Way
33325 8TH AVE S
AUTHORIZED REPRESENTATIVE
U CGZviz>
FEDERAL WAY, WA 98003
(0 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
