HomeMy WebLinkAboutAG 19-043 - Fuse IQ II RETURN TO: Thomas Fichtner EXT: 2547
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
. ORIGINATING DEPT./DIV: Information Technology
ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ.BY: ASAP
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
A GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL
❑ OTHER
. PROJECT NAME: City Drupal Website Maintenacne
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
EXHIBITS AND ATTACHMENTS:A SCOPE,WORK OR SERVICES IA COMPENSATION A INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
TERM: COMMENCEMENT DATE: Upon execution COMPLETION DATE: 12/31/19
TOTAL COMPENSATION$ 8,910.00 (INCLUDE EXPENSES AND SALES TAX,IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE:❑YES It NO IF YES,MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED A YES ❑NO IF YES,$ 810.00 PAID BY:❑CONTRACTOR PI CITY
RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR Cl RETAINAGE BOND PROVIDE
❑ PURCHASING: PLEASE CHARGE TO: 502-1100-046-518-95-414
0. DOCUMENT/CONTRACT REVIEW INITI /DATE I�EV EWED INITIAL/DATE APPROVED
OJECT MANAGER (�j/� /
DIRECTOR I
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW re C . `0 N ill
1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: ,A I /� COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: �/v , COUNCIL APPROVAL DATE:
2. CONTRACT SIGNATURE ROUTINGLi
111SENT TO VENDOR/CONTRACTOR DATE SENT: 9/1/11 DATE REC'D: 1I/10
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFIE,LICENSES,EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE
(Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
INITIAL/DATE S GN D
❑ LAW DEPARTMENT 41! G
SIGNATORY(MAYOR OR DIRECTOR)
❑ CITY CLERK RIM
❑ ASSIGNED AG# AG• 1Q•0113
❑ SIGNED COPY RETURNED DATE SENT: ((•IC.. tq i
'-OMMENTS: '^'��
Vote:Warranty period is only 60 days,this is a request by the vendor due to the ever changing nature of Drupal content management systems.
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CITY Of CITY HALL
33825 8th Avenue South
Federal Way,WA 98003-6326
Way
(253) 835-7000
ft'ttwdtvofeder I vayCOM
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.: CITY OF FEDERAL WAY:
Tim Godfrey, Dir. Operations Thomas Fichtner
3131 Western Avenue, Suite 310 33325 8th Ave. S.
Seattle, WA 98121 Federal Way, WA 98003-6325
(206) 788-4484 x102 (telephone) (253) 835-2547 (telephone)
tim@fuseiq.com (253) 835-2509 (facsimile)
Thomas.Fichtner@cityoffederalway.com
The Parties agree as follows:
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, 2019 ("Term"). This Agreement may be extended for additional periods of time upon
the mutual written agreement of the Cityand the Contractor.
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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
nfor which theywere obtained, and will perform in
goods are merchantable, are fit for theparticular purpose
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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
GOODS AND SERVICES AGREEMENT - 1 - 9/2017
CITY cw CITY HALL I
4106.
4******...0. Federal Way 33325 8th Avenue South
Federal Way,WA 980036325
(253)835-7010
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does not accomplish the corrections within a reasonable time as determined by the City, the City may complete
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 in 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
106, 33325 8th Avenue South
Federal Federal Way,WA 98003-6325
(253) 835-70700
www otyoffeateralwav co ri
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.
GOODS AND SERVICES AGREEMENT - 3 - 9/2017
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6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in
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 Liability. 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.
GOODS AND SERVICES AGREEMENT - 4 - 9/2017
•
CITY Cs CITY HALL
33325 8th Avenue South
'*
Federal Federal Way,WA 98003-6325
(253) 835-7000
www orvaffederahvavCOM
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 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.
and shall be responsible for the safetyofits
10.2 Safety. Contractor shall take all necessary precautions p
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 confirms 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 oc CITY HALL
414,4444wa•-,* Federal Way 33325 8th Avenue South
Federal Way,\NA 98003-6325
(263)835-7000
wwwcitvoffecderalwaycoat
services, programs, activities, and
12. EQUAL OPPORTUNITY EMPLOYER. In all se , p ghiring, employment
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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
for anypurpose. Should anylanguage in
statements or agreements, whether oral or written, shall be effective p rpany
Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall
prevail. The respective of the Sections of this Agreementare inserted for convenience of reference only
P ve captions
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
Partyprior to the effective date of the Agreement that is consistent with the authorityof the Agreement and
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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.
GOODS AND SERVICES AGREEMENT - 6 - 9/2017
CITY OF CITY HALL
33325 8th Avenue South
33325 8tFederal Way 1A '98003-6325
Way
(253) 835-7000
www atvorlederaiway C0171
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 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 OF CITY HALL
33325 8th Avenue South
744444.....- Federal Way
Federal VVey,WA 98003-6326
(283) 836-7000
ansa atvoffederaiwav corn
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY: ATTEST:
tg,W
Thomas Fichtner, IT Manager S -. a ie Courtney, CMC 'ty Clerk
DATE: VI S%61 APPROVED AS TO FORM:
3)4Z(Let
J. Ryan Call, City Attorney
FUSE IQ, INC.:
By:
Printed Name: TvvI G 0 c,-F{-t-,
/1
Title: Dlr . f V c4 j ,c e 3- v ra 1 dH S
DATE: 11 - 10 -
STATE
1 " Io -STATE OF WASHINGTON )
J- ) ss.
COUNTY OF K.,L I`) )
On this day personally appeared before me 11/.4 (r0 01(' t1 , to me known to be the
ft/f a✓l of 114 r'$ d9 C Ubuti,AT that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation,
for the uses and purposes 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 (0 r day of /47:2, , 20N.
_ _ — — — Nat ry's signature t.
PAUL JIMEL
Not4ry's printed name \) ( A 61
ry PNotary Public in and for the State of Washington.
Mato Washington ► My commission expires (21/2 ,rI 201 o
My Appointment Eimints Dec 25,2020 `
GOODS AND SERVICES AGREEMENT - 8 - 9/2017
city A CITY HALL
33325 8th Avenue South
Nil,
Federal Way Federal+may,WA 98003-6325
(253) 835.7000
www�+w c:;tvoffederahvay.corn
EXHIBIT "A"
SERVICES
1. The Contractor shall do or provide the following:
a. Monthly Druapl Core and module updates as needed.
b. Optional items, included but not limited to those listed below, on an as needed basis for support:
i. Install and configure "Press Release" module.
ii. Fix Twitter block on homepage that is not updating.
iii. Swap Flicker block for Instagram.
iv. CSS issue with homepage calendar that does not bring up list of event(s) when clicking
on a day.
v. User permissions for editing content without administrative rights.
vi. Miscellaneous back-end structure tweaks for better usability.
GOODS AND SERVICES AGREEMENT - 9 - 9/2017
V
CITY of CITY HALL
33325 8th Avenue South
� . Federal Way 3325Federal Way,WA 98003-6325
(253) 835-7000
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EXHIBIT "B"
COMPENSATION
1. Total Compensation: In return for the Services, the City shall pay the Contractor a lump sum deposit not
to exceed Eight Thousand One Hundred and 00/100 Dollars ($8,100.00) and Washington State sales tax equal
to Eight Hundred Ten and 00/100 Dollars ($810.00) for a total of Eight Thousand Nine Hundred Ten and
00/100 Dollars ($8,910.00) to be used as a retainer and billed against as services are delivered.
2. Method of Compensation:
fCl coi? It ,Hutton of the ( ntrat`lor f7cf`tori"Iron the Ser) la' ' the Cit) agrees to pa) (he Contractor on
1 1 h t schedule f at `i 3 7
tlt?i§El( C'rl�CUf�i(k�C� on the �5>'s2�(S t.t t�I4, hour!) ..,._i�_ �i,<1t`°�. rate u;t.fic.<1t'�c for � t3(1ti°2i(:iC:(` h f}Cl°:+i,IlJl ,, f', >O(} N1'
our.
GOODS AND SERVICES AGREEMENT - 10 - 9/2017
