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AG 24-010 - FREELOCK, LLCRETURN TO: TERRY SMITH EXT: 2550 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEFT./DIV: INFORMATION TECHNOLOGY 2. ORIGINATING STAFF PERSON: THOMAS FICHTNER EXT: 2547 3. DATE REQ. BY: ASAP _ 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT A 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 ANIENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER S. PROJECT NAME: CITY WEBSITE UPGRADE 6. NAME OF CONTRACTOR: FREELOCK, LLC dba Freelock Computing ADDRESS: 600 1ST AVENUE, SUITE 621, SEATTLE, WA, 98104 'TELEPHONE 206-577-0540 E-MAIL: John@freelock.com FAX: _ SIGNATURE NAME: ,John Locke TITLE Owner 7. EXHIBITS AND ATTACHMENTS: M.SCOPE, WORK OR SERVICES 19 COMPENSATION it INSURANCE REQUIREMENTS/CERTIFICATE LEI ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: UPON EXECUTION COMPLETION DATE: December 31, 2024 9. TOTAL COMPENSATION $ 39,636.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ®NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 16YES ONO IF YES, $ 3,636 PAID BY: ❑ CONTRACTOR IN CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT). OR ❑RETAINAGE BOND PROVIDED O PURCHASING: PLEASE CHARGE TO: 502-1100-046-518-95-643 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECTMANAGER ® DIRECTOR TF - 12/29/23 ❑ RISK MANAGEMENT (IF APPLICABLE) * LAW jrc 1/3/2024 11. COUNCI LAPPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE' COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ 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 tree to set notification more than a month in advance if council approval is needed.) INITIAL/DATE I ED �l.V DEPARTMENT Ur. I GNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# 24- 10 COMMENTS: 2/2017 *4S ciry OF ,%,� Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.0yoffederalway com PROFESSIONAL SERVICES AGREEMENT FOR CITY DRUPAL WEBSITE UPGRADE This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Freelock, LLC dba Freelock Computing, a Washington limited liability company ("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: FREELOCK, LLC dba FREELOCK COMPUTING: John Locke P.O. Box 9625 Seattle, WA, 98109 206-579-4836 (telephone) John @ freelock. coin The Parties agree as follows: CITY OF FEDERAL WAY: Thomas Fichtner 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2547 (telephone) (253) 835-2509 (facsimile) Thomas.Fichtner@citvoffederalway.co 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 Services specified in this Agreement, but in any event no later than December 31, 2024 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, 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. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services 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. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and 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 Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 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 above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, 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 PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 4/2023 .:&CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wwwaVflederaftay. com 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 of Services and payment under 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 Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do 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 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 Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDENMFICATION. 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 acts, errors or omissions of the Contractor in 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, including the duty and cost to defend, 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 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, PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 4/2023 CITY OF 40* �.4S..� Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 9BOOM325 (253) 835.700❑ www cltyofia deralway com 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 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, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $2,000,000 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 limit in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this 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 with respect to 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 Contractor's insurance. 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 the 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 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 and 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 PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 4/2023 4S CITY OF Federal Way CITY HALL 33325 Sth Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityorfe deral gray. corn safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records 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 that may be produced or modified by Contractor while performing the Services 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 Services specified in this Agreement, 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. 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 or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. 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 Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. 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. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; 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, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL 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, honorably discharged veteran or military status, sexual orientation including gender expression or identity, 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 PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 4/2023 ,4Sclrx OF ,Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www atyotfederalway cam employment. This requirement shall apply, 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 Parts 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 in 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. PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 4/2023 clrr OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cifyoffe deralw;W, com 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; 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] PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 4/2023 CITY OF CITY HALL Fe de ra I Way 3335 Avenue South Fedeerall Way, WA 98003003-6325 (253) 835-7000 www. cityofiederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OUEDERAL WAY: Jim DATE: FREELOCK, LLC dba FREELOCK COMPUTING: Printed'Name::ad ke, L �2c Title: DATE: Zq /2Z2�f STATE OF WASHINGTON ) ) COUNTY OF Kin 5S. ATTEST: 1 In APPROVED AS TO FORM: Li J. Ryan Call, City Attorney Notary Public State of Washington Sergey Poghosyan Commission No. 23029193 Commission Expires 08-08-27 On this day ersonally appeared before me 50 � h f v J-OG i e , to me known to be the Pr-e 3"dew � of Freelock LLC dba Freelock Computing that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he or she was authorized to execute said instrument. GIVEN under my hand and official seal this y day of et .2024. Notary's signature Notary's printed name Notary Public in My commission Washington. PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 4/2023 t,• • F�-lJ3 �i: t clry OF Federal Way EXHIBIT A SERVICES 1. The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. atyoffe deralway com Sprint 1 — Planning, and initial migration. Complete with the delivery of this draft plan. • Review content and architecture. • Review contrib modules and custom code. • Review site design, components. ■ Review layout, authoring requirements. * Set up dev and preprod environments. • Dry Run Migration. Sprint 2 — Architecture Build Out. 11/13/2023 - 12/3/2023 ■ Verify/complete the fields and migration status of each content type in the new site • Rebuild views, with an eye towards the developing design ■ Verify taxonomy term migrations • Set up text formats • Clean out legacy content types and content • Set up for final migrations, settle on migration plan Sprint 3 — Theme Build Out. 12/4/2023 - 12/24/2023 ■ Create base theme o Uno CSS o Colors, typography, layout • Header/Footer • WYSIWYG editor config • Media configuration, image styles • Layout builder • Inside pages • Department landing pages • Home page Sprint 4 — Improvements. 12/26/2023 - 1/14/2024 ■ Group permissions ■ Publishing workflows * Mobile Menu Megamenus • Webforms ■ Event Calendars ■ Utility Maps Sprint 5 — Polish sprint. 1/15/2024 - 2/4/2024 ■ Social media setup PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 4/2023 CITY OF Federal Way ■ Punchlist of items from design and client review Sprint 6 — Launch Sprint - 2/5/2024 - 2/18/2024. Target go -live date: 2/15/2024. ■ Pre -launch checklist Launch checklist Post -launch cleanup CITY HALL 33325 8th Avenue South Federal Way, WA 98003-5325 (253) 835-7000 www.cityoffederofwlay. corn Summary ■ Production Site will be hosted at: Digital Ocean, Linode, or Google Cloud Platform (GCP) ■ Hosting will be on a Dedicated Virtual Private Server • Server/Hosting will be provisioned by: Freelock and ready in Sprint 6. • Server OS is Ubuntu 22.04 LTS • Freelock access to production server is via hosting control panel, SSH and Salt • Freelock [has] (full) drush access on server • Freelock [has] git access on server Freelock [will] provide maintenance services post launch, [FederalWayWa.gov] ■ Database will be hosted on [web server] Static content will be stored on [web server] Other servers to be configured include: [Apache Solr, SMTP for email gateway] PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 4/2023 CITY OF Federal Way EXHIBIT B COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-700D www. ci tyoffe dera tway com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Thirty -Six Thousand and 00/100 Dollars ($36,000.00) and Washington State sales tax equal to Three Thousand Six Hundred Thirty -Six and 00/100 Dollars ($3,636.00) for a total amount not to exceed Thirty -Nine Thousand Six Hundred Thirty -Six and 00/100 Dollars ($39,636.00). 2. Method of Compensation: Per -Milestone (Sprint): In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount, calculated on the basis of the completion of milestones (sprints) as outlined in Exhibit A: ■ Sprint 1 — Paid via previously purchased hours. • Sprint 2 - $6,000 * Sprint 3 - $6.000 Sprint 4 - $6,000 • Sprint 5 - $6,000 ■ Sprint 6 - $6,000 • Contingency (if needed) - $6,000 PROFESSIONAL SERVICES AGREEMENT - 10 - Rev. 4/2023 CITY OF CITY HALL Fe d e ra I Way Feder 8th Avenue South Federal way, WA 98003-6ee5 (253) 835-7000 www cl t yo ffe de ra r m y corn EXIiIBIT C CERTIFICATE OF INSURANCE PROFESSIONAL SERVICES AGREEMENT - 11 - Rev. 4/2023 AC I CERTIFICATE OF LIABILITY INSURANCE DATE`MM'°°"YYY) 11 /22/2023 THIS CERTIFICATE IS 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 CONTACT DML Insurance Services .NAM 4005 20th Ave W Ste 132 PH,Ne . (206)838 9077 FAX .(206)838-9076 E-MAJIL Seattle WA 98199- ADDRESS. INSURER A.ACE American Ins. Co. 22667 INSURED Freelock, LLC INSURER 13 Travelers Casualty Ins Co of Am 19046 Freelock Computing INSQPX;R_C_;_ _ _ PO Box 9625 INSURES D, Seattle WA 98109- 10 zuRFii E — — rr)%/FRARPS RFRTIGIRATF NI IMRPR• R9=1/ICI(1M MI IIIARFR- 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 TYPE OF INSURANCE ADOL POLICY EFF POLICY EXP LIMITS B X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X 1680-8494M659 '10/27/2023 '10/27/2024 EACH OCCURRENCE S 2,000,000 DAMAGE TO RENTED EaA-umewt $ 300,000 MED EXP LAny oneperson) $ 5,000 P NAL&ADV.INJURY S 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: X POLICY JECT LOC OTHER G AGGREGATE $ 4,000,000 PRODUCTS - COMPIOP AGG $ 4,000,000 $ B AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X AUTOS ONLY HIREDX AUTOS ONLNN-OWNED X -680-8494M659 l 1 '10/27/2023 '10/27/2024 COMBINED SINGLE LIMIT $ 2,000,000 BODILY INJURY (Per person) I $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURR is AGGRE 4T II E $ I$ B WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y1H- ANY PROPRIETOR/PARTNER/EXECUTIVE I I OFFICER/MEMBER EXCLUDED? u (Mandatory in NH) If yes, describe under DESMPTION OF OPFRATJQNS below N / A 680-8494M659 WA Stop Gap 10/27/2023 10/27/2024 PER SIAIIJIE EB E L EACH ACCIDENT II I $ 1,000,000 1 -EA EMPLOYEE $ 1,000,000 E.L DISEASE • POLJCY LIMIT $ 1,000,000 A A Profession) Liability Cyber Liability D95501394 D95501394 )6/17/2023 36/17/2023 )6/17/2024 )6/17/2024 Prof Liab Limit $1,000,000 Cyber Liab Limit $1,000,000 DESCRIPTION OF OPERATIONS i LOCATIONS 1 VEHICLES (ACORO401, Additional Remarks Schedule, may be attached if more space is required) City of Federal Way is listed as an additional insured peg attached wording. CFRTIFICATF HOI nFR CANCFI I ATIf]N Al 01 IU37 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Federal Way THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave S Federal Way WA 98003- AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "bur" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERAGES COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" •seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any 'occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. 'Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; No other obligation or liability to pay sums or (2) Receives a written or verbal demand or perform acts or services is covered unless claim for damages because of the "bodily explicitly provided for under Supplementary injury" or "property damage"; or Payments. (3) Becomes aware by any other means that b. This insurance applies to "bodily injury" and "bodily injury" or "property damage" has "property damage" only if: occurred or has begun to occur. CG T1 00 02 19 O 2017 The Travelers Indemnity Company. All rights reserved. Page 1 Of 21 Includes copyrighted material of Insurance Services office. Inc, with its permission. COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided that the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be . damages because of "bodily injury" or "property damage", provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (2) The furnishing of alcoholic beverages to a (i) "Bodily injury" if sustained within a person under the legal drinking age or building and caused by smoke, under the influence of alcohol; or fumes, vapor or soot produced by or originating from equipment that Page 2 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. is used to heat, cool or dehumidify the building, or produced by or originating from equipment that is used to heat water for personal use by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) If such "pollutants" are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed COMMERCIAL GENERAL LIABILITY to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire": or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are or were at any time performing operations to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (b) Claim or suit by or on behalf of any (b) The operation of any of the machinery governmental authority or any other or equipment listed in Paragraph f.(2) person or organization because of or f.(3) of the definition of "mobile testing for, monitoring, cleaning up, equipment"; or removing, containing, treating, detoxifying or neutralizing, or in any (6) An aircraft that is: way responding to, or assessing the (a) Chartered with a pilot to any insured; effects of, "pollutants". (b) Not owned by any insured; and Aircraft, Auto Or Watercraft (c) Not being used to carry any person or "Bodily injury" or "property damage" arising out property for a charge. of the ownership, maintenance, use or h. Mobile Equipment entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or "Bodily injury" or "property damage" arising out loaned to any insured. Use includes operation of: and "loading or unloading". (1) The transportation of "mobile equipment" This exclusion applies even if the claims by an "auto" owned or operated by or against any insured allege negligence or other rented or loaned to any insured; or wrongdoing in the supervision, hiring, employment, training or monitoring of others by (2) The use of "mobile equipment" in, or while that insured; if the "occurrence" which caused in practice for, or while being prepared for, the "bodily injury" or "property damage" involved any prearranged racing, speed, demolition, the ownership, maintenance, use or or stunting activity entrustment to others of any aircraft, "auto" or i. War watercraft that is owned or operated by or "Bodily injury" or "property damage" arising out rented or loaned to any insured. of: This exclusion does not apply to: (1) War, including undeclared or civil war; (1) A watercraft while ashore on premises you (2) Warlike action by a military force, including own or rent; action in hindering or defending against an (2) A watercraft you do not own that is: actual or expected attack, by any government, sovereign or other authority (a) 50 feet long or less; and using military personnel or other agents; or (b) Not being used to carry any person or (3) Insurrection, rebellion, revolution, usurped property for a charge; power, or action taken by governmental (3) Parking an "auto" on, or on the ways next authority in hindering or defending against to, premises you own or rent, provided the any of these. "auto" is not owned by or rented or loaned j. Damage To Property to you or the insured; "Property damage" to: (4) Liability assumed under any "insured contract" for the ownership, maintenance or (1) Property you own, rent, or occupy, use of aircraft or watercraft; including any costs or expenses incurred by you, or any other person, organization or (5) "Bodily injury" or "property damage" arising entity, for repair, replacement, out of: enhancement, restoration or maintenance (a) The operation of machinery or of such property for any reason, including equipment that is attached to, or part prevention of injury to a person or damage of, a land vehicle that would qualify as to another's property; "mobile equipment" under the definition (2) Premises you sell, give away or abandon, if of "mobile equipment" if such land the "property damage" arises out of any vehicle were not subject to a part of those premises; compulsory or financial responsibility (3) Property loaned to you; law, or other motor vehicle insurance law, where it is licensed or principally (4) Personal property in the care, custody or garaged; or control of the insured; Page 4 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (5) That particular part of real property on accidental physical injury to "your product" or which you or any contractors or "your work" after it has been put to its intended subcontractors working directly or indirectly use. on your behalf are performing operations, if n. Recall Of Products, Work Or Impaired the property damage arises out of those operations; or Property (6) That particular part of any property that Damages claimed for any loss, cost or expense must be restored, repaired or replaced incurred by you or others for the loss of use, because "your work" was incorrectly withdrawal, recall, inspection, repair, performed on it. replacement, adjustment, removal or disposal of: Paragraphs (1), (3) and (4) of this exclusion do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products - completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". However, this exclusion does not apply to liability for damages because of "bodily injury". q: Unsolicited Communication "Bodily injury" or "property damage" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". r. Access Or Disclosure Of Confidential Or Personal Information "Bodily injury" or "property damage" arising out of any access to or disclosure of any person's or organization's confidential or personal information. s. Asbestos (1) "Bodily injury" or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the "bodily injury" or "property damage" is caused or contributed to by the hazardous properties of asbestos. CIS T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) "Bodily injury" or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any "bodily injury" or "property damage" described in Paragraph (1) above. (3) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. It. Employment -Related Practices "Bodily injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any of the employment -related practices described in Paragraph (a), (b),or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "bodily injury". Exclusions c. through n. do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section III — Limits Of Insurance. COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury". Page 6 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. This exclusion does not apply to "personal injury" caused by malicious prosecution. b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Or Used Prior To Policy Period (1) "Personal and advertising injury" arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or (2) "Advertising injury" arising out of infringement of copyright, "title" or "slogan" in your "advertisement" whose first infringement in your "advertisement" was committed before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Because of "personal injury" assumed by you in a contract or agreement that is an "insured contract", provided that the "personal injury" is caused by an offense committed subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed by you in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "personal injury", provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed by you in the same "insured contract"; and COMMERCIAL GENERAL LIABILITY against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. f. Breach Of Contract "Advertising injury" arising out of a breach of contract. g. Quality Or Performance Of Goods - Failure To Conform To Statements "Advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". i. Intellectual Property "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal and advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation: (1) Copyright; (2) Patent; (3) Trade dress; (4) Trade name; (5) Trademark; (6) Trade secret; or (7) Other intellectual property rights or laws. This exclusion does not apply to: (1) "Advertising injury" arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or (2) Any other "personal and advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" caused by an offense committed by an insured whose business is: (b) Such attorneys' fees and litigation (1) Advertising, "broadcasting" or publishing; expenses are for defense of that party CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 7 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) Designing or determining content of websites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a.(1), (2) and (3) of the definition of "personal injury". For the purposes of this exclusion: (1) Creating and producing correspondence written in the conduct of your business, bulletins, financial or annual reports, or newsletters about your goods, products or services will not be considered the business of publishing; and (2) The placing of frames, borders or links, or advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "broadcasting" or publishing. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts or owns, or over which the insured exercises control. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at anytime. n. Pollution -Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or neutralizing, or in any way responding to,or assessing the effects of, "pollutants". o. War "Personal and advertising injury" arising out of (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Unsolicited Communication "Personal and advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". q. Access Or Disclosure Of Confidenital Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. r. Asbestos (1) "Personal and advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the "personal and advertising injury" is caused or contributed to by the hazardous properties of asbestos. (2) "Personal and advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any "personal and advertising injury" described in Paragraph (1) above. (3) Any loss, cost or expense arising out of any: (2) Claim or suit by or on behalf of any (a) Request, demand, order or statutory or governmental authority or any other person regulatory requirement that any insured or organization because of testing for, or others test for, monitor, clean up, monitoring, cleaning up, removing, remove, contain, treat, detoxify or containing, treating, detoxifying or neutralize, or in any way respond to, or Page 8 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. s. Employment -Related Practices "Personal injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or COMMERCIAL GENERAL LIABILITY (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices: and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person C. (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal injury" to that person at whom any of the employment -related practices d. described in Paragraph (a), (b), or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "personal injury". COVERAGE C — MEDICAL PAYMENTS 1. Insuring Agreement To a person hired to do work for or on behalf of any insured or a tenant of any insured. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. a. We will pay medical expenses as described f. Products -Completed Operations Hazard below for "bodily injury" caused by an accident: Included within the "products -completed (1) On premises you own or rent; operations hazard". (2) On ways next to premises you own or rent; g. Coverage A Exclusions or Excluded under Coverage A. CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverages — Coverage A — Bodily Injury And Property Damage Liability or Paragraph 2.e. of Section I — Coverages — Coverage B — Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "bodily injury", "property damage" or "personal injury", and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: Page 10 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office; Inc, with its permission. a. We have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II —WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. ' d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer COMMERCIAL GENERAL LIABILITY workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Property damage" to property: (a) Owned, occupied or used by; (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Any person or organization that, with your express or implied consent, either uses or is responsible for the use of a watercraft that you do not own that is: (1) 50 feet long or less; and (2) Not being used to carry any person or property for a charge. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to 'personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section 11 — Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. An organization, other than a partnership, joint venture or limited liability company; or b. A trust; as indicated in its name or the documents that govern its structure. 4. Any person or organization that is a premises owner, manager or lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", 'property damage" or 'personal and advertising injury" that: a. Is "bodily injury" or 'property damage" that occurs, or is 'personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor is subject to the following provisions: a. The limits of insurance provided to such premises owner, manager or lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such premises owner, manager or lessor does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or "personal and advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. 5. Any person or organization- that is an equipment lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", 'property damage", or "personal and advertising injury" that: a. Is "bodily injury" or 'property damage" that occurs, or is 'personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the maintenance, operation or use of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor is subject to the following provisions: a. The limits of insurance provided to such equipment lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such equipment lessor does not apply to any "bodily injury" or , "property damage" that occurs, or 'personal and advertising injury" caused by an offense that is committed, after the equipment lease expires. No person or organization is an insured with respect to the conduct of any current or past partnership, joint Page 12 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. venture or limited liability company that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Section II — Who Is An Insured. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; and c. Damages under Coverage B. 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard". 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal injury" and "advertising injury" sustained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C; because of all "bodily injury" and "property damage" arising out of any one "occurrence". For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". COMMERCIAL GENERAL LIABILITY a. The amount shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part. 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. 6. Subject to Paragraph 5. above, the Damage To c. You and any other involved insured must: Premises Rented To You Limit is the most we will pay under Coverage A for damages because of (1) Immediately send us copies of any "premises damage" to any one premises. The demands, notices, summonses or legal Damage To Premises Rented To You Limit will be: papers received in connection with the claim or "suit"; CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. The following provisions apply to Paragraph a. above, but only for purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II — Who Is An Insured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, or limited liability company), any of your trustees who is an individual (if you are a trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; (iii) An executive officer or director of any other organization; or (iv) A trustee of any trust; that is your partner, joint venture member, manager or trustee; or (b) Any employee authorized by such partnership, joint venture, limited liability company, trust or other organization to give notice of an "occurrence" or offense. (3) Notice to us of such "occurrence" or offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorsement that provides limited coverage for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a requirement that the discharge, release or escape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured, and the claimant or the claimant's legal representative. Page 14 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 4. Other Insurance If valid and collectible other insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as described in Paragraphs a. and b. below. As used anywhere in this Coverage Part, other insurance means insurance, or the funding of losses, that is provided by, through or on behalf of: (i) Another insurance company; (ii) Us or any of our affiliated insurance companies, except when the Non cumulation of Each Occurrence Limit provision of Paragraph 5. of Section Ill — Limits Of Insurance or the Non cumulation of Personal and Advertising Injury Limit provision of Paragraph 4. of Section III — Limits of Insurance applies because the Amendment — Non Cumulation Of Each Occurrence Limit Of Liability And Non Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy; (iii) Any risk retention group; or (iv) Any self-insurance method or program, in which case the insured will be deemed to be the provider of other insurance. Other insurance does not include umbrella insurance, or excess insurance, that was bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. As used anywhere in this Coverage Part, other insurer means a provider of other insurance. As used in Paragraph c. below, insurer means a provider of insurance. a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below, except when Paragraph d. below applies. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; COMMERCIAL GENERAL LIABILITY (ii) That is insurance for "premises damage"; (iii) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to any exclusion in this Coverage Part that applies to aircraft, "autos" or watercraft; (iv) That is insurance available to a premises owner, manager or lessor that qualifies as an insured under Paragraph 4. of Section 11 — Who Is An Insured, except when Paragraph d. below applies; or (v) That is insurance available to an equipment lessor that qualifies as an insured under Paragraph 5. of Section II — Who Is An Insured, except when Paragraph d. below applies. (b) Any of the other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self - insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 5. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium *or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission_ 2. "Advertising injury": a. Means injury caused by one or more of the following offenses: (1) Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2) Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light; or (3) Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the claim is made or the "suit" is brought by a person or organization that claims ownership of such copyright, "title" or "slogan". b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 3. "Auto" means: COMMERCIAL GENERAL LIABILITY b. In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1) Radio or television programming being transmitted; (2) Other entertainment, educational, instructional, music or news programming being transmitted; or (3) Advertising transmitted with any of such programming. 6. "Coverage territory" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. 7 However, "auto" does not include "mobile equipment". 4. "Bodily injury" means: a. Physical harm, including sickness or disease, sustained by a person; or b. Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease. 5. "Broadcasting" means transmitting any audio or visual material for any purpose: a. By radio or television; or a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication; provided the insured's responsibility to pay damages is determined in a "suit" on the merits in the territory described in Paragraph a. above, or in a settlement we agree to. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 17 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 10. "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. 11. "Hostile fire" means a fire which becomes uncontrollable or breaks out from where it was intended to be. 12. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 13. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury", "property damage" or "personal injury" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. tracks, roadbeds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (2) above and supervisory, inspection, architectural or engineering activities. 14. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 15. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 16. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: Paragraph f. does not include that part of any a. Bulldozers, farm machinery, forklifts and other contract or agreement: vehicles designed for use principally off public (1) That indemnifies a railroad for "bodily roads; injury" or "property damage" arising out of b. Vehicles maintained for use solely on or next to construction or demolition operations, premises you own or rent; within 50 feet of any railroad property and affecting any railroad bridge or trestle, c. Vehicles that travel on crawler treads; Page 18 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission, COMMERCIAL GENERAL LIABILITY d. Vehicles, whether self-propelled or not, b. An act or omission committed in providing or maintained primarily to provide mobility to failing to provide first aid or "Good Samaritan permanently mounted: services" to a person, unless you are in the (1) Power cranes, shovels, loaders, diggers or business or occupation of providing drills; or professional health care services. (2) Road construction or resurfacing 18. "Personal and advertising injury" means "personal equipment such as graders, scrapers or injury" or "advertising injury". rollers; 19. "Personal injury": e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". a. Means injury, other than "advertising injury", caused by one or more of the following offenses: (1) False arrest, detention or imprisonment; (2) Malicious prosecution; (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4) Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; or (5) Oral or written publication, including publication by electronic means, of material th at: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light. b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 17. "Occurrence" means: 20. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, a. An accident, including continuous or repeated vapor, soot, fumes, acids, alkalis, chemicals and exposure to substantially the same general waste. Waste includes materials to be recycled, harmful conditions; or reconditioned or reclaimed. CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office, Inc, with its permission. COMMERCIAL GENERAL LIABILITY 21. "Premises damage" means: a. With respect to the first paragraph of the exceptions in Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of seven or fewer consecutive days, including the contents of such premises; or b. With respect to the exception to Exclusions c. through n. in the last paragraph of Paragraph 2. of Section I — Coverage A — Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of more than seven consecutive days, or while temporarily occupied by you with permission of the owner, caused by: (1) Fire; (2) Explosion; (3) Lightning; (4) Smoke resulting from fire, explosion or lightning; or (5) Water. But "premises damage" under this Paragraph b. does not include "property damage" to any premises caused by: (1) Rupture, bursting, or operation of pressure relief devices; (2) Rupture or bursting due to expansion or swelling of the contents of any building or structure caused by or resulting from water; or (3) Explosion of steam boilers, steam pipes, steam engines or steam turbines. 22. "Products -completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products - completed operations are subject to the General Aggregate Limit. 23. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 24. "Slogan": a. Means a phrase that others use for the purpose of attracting attention in their advertising. b. Does not,include a phrase used as, or in, the name of: (1) Any person or organization, other than you; or (2) Any business, or any of the premises, goods, products, services or work, of any person or organization, other than you. Page 20 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 25. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 26. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 27. "Title" means a name of a literary or artistic work. 28. "Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 29. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 30. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: COMMERCIAL GENERAL LIABILITY (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 31. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work": and (2) The providing of or failure to provide warnings or instructions. CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 21 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 1/2/24, 2:20 PM Washington State Department of Revenue Washington State Department of Revenue < Business Lookup License Information: Entity name: FREELOCK, LLC Business FREELOCK COMPUTING name: Entity type: Limited Liability Company UBI #: 602-188-440 Business ID: 001 Location ID: 0001 Location: Active Location address: 2431 11TH AVE W SEATTLE WA 98119-2501 Mailing address: PO BOX 9625 SEATTLE WA 98109-0625 Excise tax and reseller permit status: Click here Secretary of State status: Click here New search Back to results Endorsements Endorsements held i License # Count Deta Status Expiration date First issuance date hftps://secure.dor.wa.gov/gteunauth/—/*4 1/2 1 /2/24, 2:20 PM Washington State Department of Revenue Endorsements held i License # Count Federal Way General Business - Non -Resident Deta Status Expiration date First issuance date Active Dec-31-2024 Dec-05-2023 Governing People May include governing people not registered with Secretary of State Governing people LOCKE, JOHN Registered Trade Names Registered trade names Status FREELOCK COMPUTING Active Title First issued Jul-25-2006 The Business Lookup information is updated nightly. Search date and time: 1/2/2024 2:20:48 PM Contact us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported hftps://secure.dor.wa.gov/gteunauth/—/#4 2/2 1/2/24, 2:21 PM Corporations and Charities System BUSINESS INFORMATION Business Name: FREELOCK,LLC UBI Number: 602.188 440 Business Type: WA LIMITED LIABILITY COMPANY Business Status: ACTIVE Principal Office Street Address: 2431 11TH AVE W, SEATTLE, WA, 98104, UNITED STATES Principal Office Mailing Address: PO BOX 9625, SEATTLE, WA, 98109-0625, UNITED STATES Expiration Date: 03/31/2024 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 03/11/2002 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: JOHN LOCKE Street Address: 2431 11TH AVE W, SEATTLE, WA, 98119-0000, UNITED STATES Mailing Address: 2431 11TH AVE W, SEATTLE, WA, 98119-0000, UNITED STATES GOVERNORS Title Governors Type Entity Name GOVERNOR INDIVIDUAL First Name JOHN Last Name LOCKE https://ccfs.sos.wa.govt#/BusinessSearch/Businessinformation 1 /1 Drupal 10 Upgrade Plan FederalWayWa.gov City of Federal Way,. Washington Prepared by: Freelock, LLC 2 Table of Contents Site Plan - FederalWayWa.gov Site Upgrade.................................................................. 4 Overview.......................................................................................................................... 6 Organization................................................................................................................. 6 High-level project scope...............................................................................................6 Versions........................................................................................................................ 6 Storage......................................................................................................................... 6 Otherdocuments..........................................................................................................7 Functional Documentation...............................................................................................8 Goals............................................................................................................................ 8 Actors.............................................................................................................. 8 User Stories and Implementation..............................................................................16 Content types/object class overview..........................................................................13 Metadata (Taxonomies, classifications, groups)........................................................14 Wireframes.................................................................................................................14 BusinessRules..........................................................................................................14 Component breakdown (external systems, web services).........................................14 Technical Documentation. .............................................................................................. 15 Roles, Permissions (Preliminary)...............................................................................15 TBD: Group access might be provided through Active Directory..............................15 ContentTypes(ERDs)................................................................................................16 Classification systems................................................................................................17 Modules......................................................................................................................17 MigrationPlan........................................................................................................... IS Risks...............................................................................................................................19 Deployment Plan (Development, Initial deployment).................................................... 20 Initial Development/Content Phase............................................................................20 Release.......................................................................................................................26 Summary.................................................................................................................... 21 Deployment Plan (Site in production)............................................................................22 Intake......................................................................................................................... 22 Development.............................................................................................................. 23 Staging....................................................................................................................... 23 Release....................................................................................................................... 23 Summary.................................................................................................................... 23 SecurityPlan.................................................................................................................25 Purpose......................................................................................................................25 PasswordPolicy......................................................................................................... 25 Ifthere's a breach......................................................................................................25 General Configuration Guidelines..............................................................................26 3 Database copies, API keys......................................................................... 27 Monitoring................................................................................................................. 27 Roadmap....................................................................................................................... 29 .................................... Basic setup.....:...................................................................... .... 35 Security........................................................................................................................ 36 Performance.................................................................................................................. 37 SEO............................................................................................................................. 37 Contentitems.................................................................................................................38 CMSitems.................................................................................................................... 38 Privacy......................................................................................................................... 39 User Experience............................................................................................................. 39 QualityAssurance.......................................................................................................... 40 Post Launch Items.......................................................................................................... 41 4 Site Plan — FederalWayWa•go►r Site Upgrade This plan identifies the various user stories that need to be upgraded from the current Drupal 7 site at https://www.CityOfFederalWay.com to a new site built in Drupal 9/10, and breaks down the work into a roadmap/overall plan for development. The current overall strategy is to do the upgrade in 6 sprints: Sprint 1 - Planning, and initial migration. Complete with the delivery of this draft plan. • Review content and architecture. • Review contrib modules and custom code. • Review site design, components. • Review layout, authoring requirements. • Set up dev and preprod environments. • Dry Run Migration. Sprint 2 - Architecture Build Out. 11/13/2023 - 12/3/2023 • Verify/complete the fields and migration status of each content type in the new site • Rebuild views, with an eye towards the developing design ■ Verify taxonomy term migrations • Set up text formats • Clean out legacy content types and content • Set up for final migrations, settle on migration plan Sprint 3 - Theme Build Out. 12/4/2023 - 12/24/2023 • Create base theme o Uno CSS o Colors, typography, layout • Header/Footer • WYSIWYG editor config • Media configuration, image styles • Layout builder • Inside pages • Department landing pages • Home page Sprint 4 - Improvements. 12/26/2023 - 1/14/2024 • Group permissions • Publishing workflows • Mobile Menu • Megamenus • Webforms • Event Calendars • Utility Maps Sprint 5 - Polish sprint. 1/15/2024 - 2/4/2024 Social media setup Punchlist of items from design and client review Sprint 6 - Launch Sprint - 2/5/2024 - 2/18/2024. Target go -live date: 2/15/2024. • Pre -launch checklist • Launch checklist • Post -launch cleanup We assign points to each user story, and group them into sprints of roughly 100 - 120 points, and invoice $6K for sprints 2 - 6, and $xK for sprint 1, for a total of $yK. The details of what's in and out of each sprint may get shuffled around as we go, but as we complete each group, we will pause to turn over for wider review, and plan the next sprint. At this point, we have identified 480 points of work for sprints 2 - 6, and typically use about 10% for project management on top of that, which puts us about 30 points over a 500 point budget. We do have hourly budget remaining from the 2023 support con- tract, which should give us another —78 points after the sprint 1 work is done, which gives us right around 50 points for fixes/QA/improvements. T O►rerview Organization Company: City of Federal Way Website: https://www.Federa]WayWa.gov (from https://www.CityOfFederalWay.com) Contact: Thomas Fichtner (thomas.fichtner@cityoffederalway.com) High-level project scope This is a complete website upgrade from Drupal 7 (current version) to Drupal 10, for the main City of Federal Way website. This document describes the functional and technical architecture behind Freelock's Basic Business site, and serves as a template for documentation for custom projects. It is one part of the complete documentation, and should be accompanied by other doc- uments as needed. This document represents a snapshot of functionality, and that snapshot should clearly identify in the title and header what milestone this represents. Versions Released, Version 1.0. This version indicates what is delivered with the first milestone release. Future versions should have corresponding versions of this document created, based on the prior version. In Development, Version 1.1. A plan marked as "in development" represents the cur- rent end target for the current development sprint. At the end of development, this copy of the plan should get updated for what was actually completed, and Quality As- surance should verify that the new functionality works as described (or update the plan to reflect the actual behavior). Target, Version 2.0. A plan marked "Target" represents desired long-term functionality and architecture of the site, but does not necessarily represent work currently being done. When functionality gets documented but deferred, we will create a Target ver- sion of the plan. Storage Each document should be stored in a client -specific NextCloud Projects folder or Google Docs folder, and may be shared with the client. At every major update, upon client agreement of the contents, a copy should be archived in the Carina notebook for that client. Other documents This document is an architectural snapshot of the site at a given milestone. Other doc- umentation may include (and should include wherever appropriate): Intake questionnaire - Form collecting information about the business necessary to complete site -wide options, and provide us with client goals/preferences that might help us recommend additional functionality. https://projects:freeloc-k.comfweb- form/website 12roject-intake/submissions/40 Completion checklist - Master list of what needs to get completed to reach the next milestone, across all parties, including devops, development, QA, and client - might be augmented with subset list of what the client needs to do. This is in Freelock's PM sys- tem at httj2sJ[pr!j rts.freelock.comlfedwaylnode/� 5-859 . Sprint plan - Specific summary list of cases and timeline that describe the work "delta", the difference between the current released plan and the In Development plan All documents should be archived in Carina at the end of each sprint. During develop- ment, many of these are expected to be fluid, changing as requirements get fleshed out, and may be stored in Google Docs or NextCloud as appropriate. E Functional Documentation This section defines how users interact with the site. Each interaction described will get verified by Quality Assurance. Goals Upgrade Site to Drupal 10. Implement a new design from Culture Foundry. Migrate existing content, refine architecture. Launch during the Mayor's State of the City address, on 2/15/2024. Actors "Actors" define the various users of a site, along with their primary goal. General public Any visitor to the site, not necessarily a resident. Comes to find out about the city, why they should visit or consider moving here, or whatever else might be of interest. City Residents Looking for services, city government information, events, business, etc. Administrators Administrators control access to the site, designating who has access to what. Admin- istrators have full access to all aspects of the site. Search Engines Search engines index the site, and attempt to highlight the most relevant content for their users. They scan meta tags, and expect an XML Sitemap indexing the pages they should crawl. Business Owners Site visitors looking for information about doing business with the city, and their li- censing/tax obligations to the city. Department Administrators Users within a department with permissions to edit/tailor their department home page and all content owned by their department. Individual page editors Editors with permissions to edit a particular set of designated pages. Landing page editors Editors with permissions for a particular landing page. Calendar editor An editor with permissions to manage all event calendar events. (Departments may have/edit their own events that show on the main calendar). [If User Stories and Implementation Following is a list of user stories in the current site and its implementation in Drupal 7 (what is used to make it happen). When upgrading to Drupal 9, most of the user stories remain the same implementation as Drupal 7 version, but some will need alternative methods (new modules, new view, etc.) Content Gen- Find information about the city Content eral Public S6 Gen- Subscribe to a newsletter - constant contact Constant ]Module eral Contact on Github ublic module Content Gen- General public - learn what this city govern- Content oral went does Public S6 Gen- General public - see a sitemap describing the Sitemap eral site module 'Public Content Gen- General Public - find out how to call or visit 'Content eral this company .Public {Content Gen- General Public - find contact information Content eral including phone, email, in person :Public Content :Resi- Resident - find out information about doing Content dent business within the City iContent lResi- Resident - find out information about doing Content lent business with the City Content Gen- General Public - Report Found Pet, Incident Content eral for police, Service request Public Content Gen- General Public - Find links to pay red light Content eral 11 ]Public tickets, traffic infractions, pet licenses Content Gen- General Public - Find Agendas and Minutes Content oral for city council Public :S5 men- General Public - View pages translated into Google oral many languages by Google Translate Public S5 Gen- General Public - Change text size on page for JS widget Accessible oral ally CSS built into Public theme Content Gen- General Public - Videos should have caption- YouTube Nothing addi- eral iing available transcrip- tional in the Public tions site for this project Content Gen- General Public - Have page read to me - in- Existing Will check to oral vestigate whether this is an option we can get widget, bro- see if there is Public working ,ken an easy alter- native - may get excluded from this project Theme, Gen- General Public - Have the site meet Ally Culture Drupal Content oral guidelines of WCAG AA, approaching AAA Foundry to in- core, cus- - S5 ]Public standards clude in re- tom view, specific theme, issues in content Sprint 5 S6 Search Search engine - find an XML Sitemap XML- KMLSitemap ]Engine Sitemap .module module S6 Search 'Search engine - find metadata on pages Not found Metatag mod - Engine ule S4 ]Land- Site editor - Change items on landing pages Drupal Layout ng :Builder, con - age I tent E)ditor K Site Site editor - Create news News/anti- :News/article ]Editor cle content +content type type :53 Site Site editor - manage carousels :Splide carousel wid- 12 Editor get S2 Site Site editor - edit any content Core func- Editor tionality S2 :Editor ;Site editor - paste content from another sys- Core func- CKEditor5 ter ;.ionality S2 iEditor ;Site editor - manage media - photos video Media Library and documents Editor (Editors - ability to upload documents in dif- No special fea- ferent languages (consider) tune planned beyond media library at this point S4 Depart- Department admin - manage landing page, all +Groups mod- ment content within a department. (Police, Com- ule, or Tac- Admin inunity Development, finance, HR, IT, Law, Lite — TBD Parks, Public Works, Municipal Court, City 7,ouncil, City Clerk, Mayors Office, Emer- ;ency Management, Economic Develop- nent), Add individual pages, assign to par- ticular user or group !S4 Editor Editors -- able to edit certain pages in other Node access departments, as assigned module TBD ,S4 Editor Editors - manage events within their depart- Event Con- Event content ments like any other page tent improvements TBD S4 'Gen- General public - can view a calendar of up- Calendar Culture +eral coming events, with user -centric filters, (see Foundry de - !Public LA city calendar for example) sign? S4 Admin Admin - manage a user -centered taxonomy Taxonomy for calendars, feeds, etc S4 Editor Editor - schedule recurring events SmartDate module .S4 Editor Editor - When creating a bid, can set time to ECA, or Con - automatically close tent Modera- tion TBD S4 Gen- Public - Reach a department (undecided) - View — con- eral -eplace staff directory with department direc- pent TBD Public :ory? F-7 dmin Administrator - add or remove site editors +Core 13 S4 :Depart- !Department page - block of information Layout ment Builder/Con- Admin 'tent S4 Depart- (Department editor -- can easily add and man- FAQ module, iment age FAQs related to their department or content .Editor rBD S5 Editor (Editor - show a preview before saving Same Page Preview mod- ule S4 Admin :Search - Weight more recent results Search _API, Search API Solr S4 Admin ,Automatically delete after a period of time ? ;Scheduler, or Events in particular -- Sunset after a period of ECA time S5 Admin .Admin - Emergency Banner Custom block/theme :Feature Content types/object class overview Summarized in Technical Documentation section. Content changes: Remove • Date ■ Forum • IT Page • Job ■ MOPage • Map • Forums taxonomy • "Notify Me real" taxonomy • Newsletter categories taxonomy ■ Job taxonomy • Page taxonomy ■ Police taxonomy 14 • Portfolio Categories taxonomy • DepartmentTest taxonomy Change ■ Relevant News tile -> Block • Section Tile -> Block • Various department roles -> Groups Add • Groups Metadata (Taxonomies, classifications, groups) Summarized in Technical Documentation section. Wireframes Culture Foundry is providing wireframes for this project (nearly finalized). Business Rules These are parts of the system that we expect to set up some level of automation: ■ Publishing workflow — Ability to edit drafts of published pages, keeping the old version active while the draft is unpublished • Archiving content — Where does archived content end up, when is it archived • Webform routing/handling — notifications to particular groups on webform sub- missions Component breakdown (external systems, web services) External systems include Constant Contact mailing list, links to other city sites, email delivery service, Active Directory (for authentication) and possibly GIS maps. 15 Technical Documentation Roles, Permissions (Preliminary) The following roles and permissions will be provided to deliver the user stories de- scribed above: Role Description Permissions Anonymous General public See public pages, sitemaps, search, web - forms, all published con- tent. Authenticated user Residents Same as public Editor Limited editor for partic- Can be assigned permis- ular content sion to a particular page, or added to a group for access to all content for a department Department Admin "Owner" of a section on Full access to all content the site. in a group. Can add/re- move users from group. Site Editor Admin-level access to con- Full access to edit most tent pages on the site Administrator Can manage user accounts Unrestricted access to ev- erything on the site TBD: Group access might be provided through Active Directory. 16 Content Types (ERDs) The following content types will be provided to deliver the user stories described above: Content type Machine Name Description Article article News, articles, blog posts Bid bid RFPs, RFQs, Solicitations for -service Employee employee Currently used in direc- tory — may be changed to group aliases for particu- lar team roles Event event Calendar event items FAQ faq FAQ content on FAQ pages Page page Main pages, added to de- partments, menus, etc Press Release press release Use for dated, usually of- ficial press releases that are intended for reporters, press agencies, and other publishers. Webform webform Create a new form or questionnaire accessible to users. Submission re- sults and statistics are recorded and accessible to privileged users. Department group. department Main landing page for de - (group) partments 17 Classification systems The following taxonomy types will be provided to deliver the user stories described above: Taxonomy type Notes Forums <remove> Notify Me real <remove> Bid Display Bid Category Department Directory Categories within departments Event Category FAQ FAQ topics Map Map layers? TBD Page <remove> Police <remove> Portfolio Categories <remove> DepartmentTest <remove> Tags Free -tagging vocabulary, use to power related content recommendations Event Status Electrical Info Newsletter categories <remove> Modules We anticipate using the following modules: Type Module Notes Core Layout Builder Page layouts Core Media Library Media management Core JSONAPI API access for certain fea- tures Contrib Simple Styleguide Demonstrate and standard- ize theme components Contrib Group Provide Department -based access, and Department landing pages Contrib Webform Webforms Contrib ECA Miscellaneous automations Core Content Modera- tion Publishing workflow for draft content Contrib Easy Email HTML Email templates Contrib Calendar Views Calendar Contrib Smart Dates Flexible date field Contrib Drag -and -drop up- load Streamline uploads Contrib Crop API Cropping tools Contrib Constant Contact Constant Contact integra- tion Contrib Entity Print PDF generation Contrib LDAP Auth Active Directory authenti- cation Migration Plan Initial migration, Sprint 1: Migrate all configuration and content that could be done automatically. Custom migration setup - Sprints 2 - 5 - As departments are moved into groups, and migration is validated, update migrations to pull in missing data. When new nodes need to be created on the Drupal 10 site, we will remove the identi- cal nid constraint and allow new nodes on the Drupal 7 site to get renumbered when migrated into the Drupal 10 site. After this point, nodes created on Drupal 7 will end up with new nids in Drupal 10. We do not expect to need to create new users on the Drupal 10 site, so we will not re- move the UID constraint. Taxonomies may need to be revamped in the new site. They do not look like they are often used. If new taxonomy terms are added to the live site, we will need to discuss where, and make sure we update these migrations appropriately. All content added to the live site after the initial migration will be pulled into the new site during the launch sprint (Sprint 6), and previously migrated content will be up- dated. This does mean that edits to content on the Drupal 10 site might get replaced by changes on the Drupal 7 during the launch sprint — new content should be created on new pages, not reusing existing pages for this reason. During the launch sprint, we will do a final migration of all content, and an update mi- gration of all users and nodes. 19 Risks The biggest risk at this point is timeline. We think we have identified all the important parts of the website that needs to be implemented in Drupal 10, but we do not have much slack in the timelineto handle things that are discovered later. Anything discovered can be implemented later, with new budget — we have a high de- gree of confidence in delivering the new design and stated current functionality with the identified improvements, and a huge improvement in terms of user experience. 20 Deployment Plan (Development, Initial de- ployment) As a general practice, we consider our central git repository server to be the single au- thoritative copy of the site code, before the site is in production. This is our "git.free- lock.com" server. We manage code development using a pull request methodology, with developers working in local copies and the development environment, and as work is complete, we will merge and deploy to the "Preprod" site. Initial Development/Content Phase While the site is in development, we consider the main database copy to be the "Pre - prod" site on our development server, at "https://preprod.fedway.freelock.net". Indi- vidual developers will start feature branches based on code in the "develop" branch and the database. Content changes need to be made directly on this site, in addition to the environments used for development. Developers may pull this database down to their local copies or the "dev" environment at any time. Release Once the preprod site has been approved for release, we will set up new hosting for the new live site. We assume this will be a new site at the current host, Pantheon, al- though we can offer other alternatives — we manage dedicated servers for many clients using Amazon Web Services (AWS), Google Cloud Platform (GCP), Microsoft Azure, Digital Ocean, and several others. If interested in an alternative hosting arrangement, we can provide a quote. Before release, we will provision the production environment, move the Preprod site there, set up the domain, and put the site in "Maintenance mode". At release, we will take the site out of maintenance mode, and add a redirect from the old site to the new site. Then we will update our current production pipeline to target the new production site. At release, we will run through a release checklist that will be created during the ini- tial planning and updated during each sprint planning with any new items to verify. This release checklist includes items like verifying the site email address, setting DNS, turning on CSS and JS aggregation, verifying site name and page titles for various 21 pages,, locking down access to Changelog and other text files, verifying server side permissions, etc. Summary Production Site will be hosted at: Pantheon ? Hosting will be on a Platform SaaS Server/Hosting will be provisioned by: Freelock and ready in Sprint 6. Server OS is N/A. Freelock access to production server is via Web UI/Terminus CLI tool Freelock [has] (partial) drush access on server Freelock [does not have] git access on server Freelock [will] provide maintenance services post launch, [FederalWayWa.gov] Database will be hosted on [Pantheon] Static content will be stored on [web server] Other servers to be configured include: [Apache Solr, SMTP for email gateway] 22 Deployment Plan (Site in production) Drupal deployment to existing production sites is always tricky. We have several car- dinal rules we observe: Databases are always copied down - production to staging to development, and never up. Production is always tagged and backed up before deploying new code. Deployment is tested on a staging instance with a fresh copy of the production data- base. We use a centralized version control model, with the central repository for this site on [Pantheon]. We use a branching model based on Git Flow, described here: http://www.freelock. com/blog/j ohn-locke/2 013-02/drupal-deployment-git-flow There are 4 different parts to Drupal deployment that we pay attention to, and handle with slightly different processes: Code - files on the server that do not include user generated content (everything out- side sites/all/files) are managed in git, and are the main areas we can deploy cleanly Database - most user generated text -based content is here, and quite a bit of configu- ration. Much of the configuration can be updated through code, but some needs to be manually repeated during deployment User Generated Files - everything in sites/default/files. This content we pretty much ignore, aside from ensuring it's properly backed up. If it's not too large, we will copy it down to staging and sometimes development. These files are excluded from the git repository. Environment/configuration. Web server configurations, .htaccess files, settings.php files we usually manage by having different copies on different servers. Settings files are selected by a symbolic link to the version appropriate to the site instance, and stored in the git repository. The rest are backed up but not otherwise in source code management. Intake Before making any changes to the site whatsoever, we make sure the current state is properly backed up. We will put all code in git, push the code to a central repository, back up the database, and verify the state of backups of user files and environment. We use the master branch of the git repo to represent the state of the production site We will set up a development copy of the site, and create a script to make developer copies work best - turning on reroute email to prevent confusing users, turning off Apache Solr indexing and production payment gateways, etc. 23 Development Individual developers will work on local developer copies and push features to Free- lock's git server as Pull Requests for review. Another developer reviews the PR, and on approva, changes are deployed to the development site for integration and client re- view. Developers will identify deployment steps for their changes and list those on cases so that the release manager knows exactly what will need to be done when it's time to re- lease. Staging As a sprint nears completion, features from multiple developers will be inte- grated/merged on a release branch. A staging copy of the site will be created/updated, starting with a fresh copy of the production database and applying the deployment steps identified by the developers. This allows us to test the deployment and get an idea of how long it will take and whether the site is usable during the deployment window, or whether it should be taken offline. QA will then review all cases and verify completion against the stated criteria, and we will ask the client to review the staging copy to provide a go/no-go decision. Release Once the client and QA have approved the work on the staging server, the next step is release. The release manager and a developer will work together on any complex re- lease, and will coordinate the timing of the release with the client. After release, a team member will run through the release verification tests to make sure critical functionality on the site is still working, focusing on log-in/log-out, a -com- merce, saving content, and testing any specific high -value areas of the site. This will generally not be as in-depth a test as the testing done on the staging server. Summary Production Site is hosted at: Pantheon Hosting is on a: Platform SaaS. Main git repository is at: _Freelock + Pantheon Primary backup is: [nightly snapshot at host] Secondary/historical backup is: _TBD_ Worst case recovery time for catastrophic failure: [1 - 2 days] [failover/redundancy in place, DNS ttl: 300] 24 Maximum data loss with catastrophic failure: [1 - 2 days] Server OS is N/A. Freelock access to production server is via Pantheon tools Freelock [has] limited drush access on server Freelock [does not have] git access on server Freelock [provides] maintenance services and a development copy for [server], [feder- alwaywa.gov] Database is hosted on [Pantheon] Static content is stored on [web server] Other servers in use include: [Apache Solr, SMTP] 25 Security Plan This is an abridged version of our full Client security plan, which can be provided sep- arately. Omitted here to prevent information disclosure (the security plan does not provide access credentials, but does outline specific platforms in use that might aide an attacker). Purpose The purpose of this policy is to clarify the expectations of security around the site Loss Run Solutions.com. This policy is a starter, provided as part of Freelock plans. Password Policy At Freelock, we recognize 3 different levels of password complexity, and suggest a minimum of 4 different active passwords. The 3 levels are: weak, strong, and passphrase. Passphrases are at least 20 characters. Strong passwords are not found in the dictionary, and constructed with a mix of upper- case, lowercase, number, and symbol characters. Weak passwords are generally single words or short. Passphrases are used for encryption keys for encrypted containers, private keys, WPA passphrases, master passwords, and the like. Strong passwords should be used for all machine logins, applications containing sen- sitive data, database passwords, and generally anything using SSL or encrypted con- nections. Weak passwords should be used for simple password protection on development sites to prevent search engine crawling/public browsing. Choose a simple word related to the client or project. We recommend storing passwords in an encrypted file or container, or a dedicated password manager that stores its database in an encrypted format. These should be protected by a master passphrase longer than 20 characters. We do not currently enforce a password change policy after a set period, but we will change all passwords after any potential compromise. If there's a breach These policies are in place to prevent a breach of private data. If there is a breach we will notify affected clients immediately and develop a plan for minimizing the damage. However, the most likely events center around passwords being disclosed or comput- ers being stolen or attacked online. For production machines, we take every step pos- sible to prevent exposure. For development machines, theft or breaking in could lead 26 to the loss of control over passwords. The policies described above can make buy time before actual exposure --the state of the art password cracking systems can brute -force reverse -engineer passwords from system files in around 48 hours. So the additional measure to take is to change all passwords on secure systems after any laptop is last or stolen, or after any server has been broken into, if those pass- words were used or present on the compromised machine. Passwords should be changed if any of the following occur: • Theft of any Freelock computer or developer computer • Successful break-in on any Freelock computer • Use of a password used in an application hosting sensitive data in an insecure en- vironment --for example, a non-SSL connection in a public Wi-Fi connection • Employee terminated General Configuration Guidelines Operating system configuration should be in accordance with industry best practices. Services and applications that will not be used must be disabled where practical. Access to services should be logged and/or protected through authentication and en- cryption. The most recent security patches must be installed on the system as soon as practical, the only exception being when immediate application would interfere with business requirements. Trust relationships between systems are a security risk, and their use should be avoided. Do not use a trust relationship when some other method of communication will do. Always use standard security principles of least required access to perform a function. Do not use root when a non -privileged account will do. If a methodology for secure channel connection is available (i.e., technically feasible), privileged access must be performed over secure channels, (e.g., encrypted network connections using SSH or IPSec). Servers should be physically located in an access -controlled environment. Passwordless logins, two-factor-auth Freelock staff regularly uses one-time login links to log into various sites. These are considered more secure than a password, because they are useless if they are revealed after 24 hours or their first use. Two -factor authentication can be enabled for administrator accounts. 27 Database copies, API keys Freelock's recommended practice is to provide API keys for payment gateways through environment settings that are only on production servers. Any configurations stored in the database should be to sandbox accounts, not live accounts, to prevent any accidental charges of a customer card during testing. API keys are generally stored in the Salt configuration for the server. We do not store any credit cards locally -- however, e-commerce sites do process cards on the server, store the cards in the payment gateway, and then get a dedicated pay- ment key to use for future charges. The Continuous Deployment process takes a database snapshot immediately before each release to production, the night after a deployment, and on demand. These back- ups are stored in a private heavily restricted Amazon S3 bucket. Production snapshots are routinely copied to the stage environment, and immediately after they are imported, a sanitization script runs, which changes email addresses and user profile data to non-PII information. Developers then use this sanitized database copy for local development. This sanitization script may be extended to sanitize any other sensitive data stored in the database. Monitoring All security -related events on critical or sensitive systems must be logged and audit trails saved as follows: All security related logs will be kept for a minimum of 1 week Incremental backups will be retained for at least 1 week. Weekly full backups will be retained for at least 1 month. Monthly full backups will be kept for at least 3 months. Selected full backups will be kept for at least 16 months. Security -related events will be reported to the system administration group, who will review logs and report incidents to management. Corrective measures will be pre- scribed as needed. Security -related events include, but are not limited to: Port -scan attacks Evidence of unauthorized access to privileged accounts Anomalous occurrences that are not related to specific applications on the host. Compliance Audits will be performed on a regular basis by an administrator within Freelock Com- puting. M. Every effort will be made to prevent audits from causing operational failures or disrup- tions. re; Roadmap Sprint 1 - Migration setup/dry run, Discovery project Drupal can migrate nearly all of your content from a previous version, but this does provide an op- portunity to "clean up" the content of your site, simplify the structure, and find ways to streamline how you create and deliver content. When we are in the thick of a migration, we often find ways to make the site much easier to manage, and a site upgrade is a natural time to improve things. For the first sprint, the first thing we do is a "dry run" migration of each site, setting up an automatic migration of as much structure as possible, and the content migrations to go along with it. We will set up a "dev" site and a "preprod" site -- the dev site is where we will work on the structure, and the pre - prod site will be the one to eventually go live. After creating the initial migration, we will schedule a meeting with you to go over what was able to be brought over, what's missing, and what we would suggest doing differently. We will also go over any changes you would like to make to the structure of the content, and adjust the architecture and content from there. If these changes are extensive, it may add additional sprints to the project. We will also work out a plan with you for what content the migration is complete, and what content we will continue to migrate up until the site goes live. This "Discovery project" is complete with the first draft of this document. We have broken out the necessary work as follows. This is all subject to change as we go — each "case" listed below has been assigned a particular point value, and if any turn out to not be com- pleted, those points may be transferred to other work. Sprint 2 — Architecture Build -out Current list of cases: (106 points) Taiga link Case Points littps://1aiga.frce- lock.coiii/i)t-c)ject/fedwav/us/52 Convert tile content types to block es 9 https:lltaiga_trce- lock.co1111pr_ojectlfedway/U$L47 CT:Article/Press Release fief /mi r ti n 2 Imps://taiga.ftee- lock.com/prpiect/fedway/us/46 htt sn .//taiga.free- lock.com/project/fedway/us/48 https://taiga.free- oc k. c om /pro j ect /fedway/us/49 CT: Basic Page/Layout Builder fieldshnigration 4 C'T: Bids fields/migration 2 CT: Enil2loyee fieldshnigration 2 li tt ps:l/ta i,,,Ya.free- I ock. comforo iect/fedwa%,/us/50 CT: Evert fields/migration, 2 11 ttns:l/ta i ga. free- lock.com/prroject/fedwgy/us/51 Delete legacy content typeshnigrations 2 htt sp ://taiga.fi•ee- lock.com/project/fedwg /us/45, Media migration 9 li ttps : //ra i ga. free- lock.coin/pr-ojectlfedway/us/54 Set up content media Zags, media li r 9 htt sn .//taiga.free- Iock.comlproiect/fedway/us/55 Set up text formats 6 htt sp .//ta i pa.free- lock.com/,project/kdwayltts/68 Skip views: job. newsletter archive. tweets 1 htt sp I/taigahee- lock.corrrl2i:pject/fedway/us/53 Verify all taxonprny migrations 9 https://taiL),a.free- lock.com/.pro ject/fedway/us/62 View: Admin employee 1 https://taiga.free- lock.cornlproject/fed«'ay/us/57, View: backlinks 3 h s}�hklaiga.frce- lock.carnl�rnjectlfedway/us/58 View: bid 3 https://taiga.free- lock.com/project/fedway/us/63 View: event calendar 6 htt ://taiga.free- lock.com/pi-o-iect/fedway/us/64 View: event calendar from page 3 b ttn5: //ta i ga, frc_e" lock .comJprojeci/fcdwayl 5 6 View: event list 3 l itp •1ltaiga,fru- lock,cornlprQjeetlfedwaylus/66 View: FAO 3 https://taiga.free- lock.comlprojectlfedwaylus161 View: Fed Way FAQ 3 tt tt ps : //ta i ga. free- lock.comlprojectlfedway/us/69 View: man 6 l[Mps:l/taiga. free- View: press release 3 31 c .c r 'ectlf im /u 1 Ittt sp .//taig .fa ree- Iock.com/pr ject/fed►vay/us/59 View: ternti display 6 ltttM://ta iga. free- lock.comYprroject/fedway/us/56 Webforms migration 9 CT = Content Type Sprint 3 - Theme rough -in Once the basic site architecture is in place, and we have two copies of each site available, we rough in the theme. This is where we would implement the design from Culture Foundry. We implement the overall layout, color, image elements, banners, etc. that makes the site yours. Current cases: (134 points) Taiga link Case Points it tt ps : //ta i ga. free- lock.coiii/12roject/fedwav/us/79 Footer setup 6 littps://tai aa. free- lock.com/projectYfedwav/us/i 03 FIP: i'e itured Iteniis slider 3 lzttsn //taiga. free- lock.com/prQject/fedway/us/l04HP: How Do I section 6 Itttps://taipa. free- Iock.comlprojectlfedwaylus/107HP: News View li tt ps: //ta i aa. free- 3 Iock.com/oroiect/fedwav/us/106 HP: Stay Informed section 3 litt sn ./Itaiga. free- ck.com/oroiect/fedwav/us/108HP: llpcoming Events 3 Iittj2s://taia.a,free- lock. coin/prQject/fedway/us/ 105 HP: WhY Federal Way slider 6 iittsp .//tai ag free- lock.com/project/f&dway/us/90 L@�vout Department Landing_paee 3 httl2s://taiga.free- lock.comlproiectlfedN+:ay/us188 Layout home page 3 li t t p s://ta i ga. free- lock.com/project/fed%%:avYus/76 Main menu setup 6 32 Taiga link Case Points li tips: //ta i «a. frec- Iock.coiii/proiectlfeclway/tis/72 Set up theme 6 fps://taiga.free- lock.com/project/fedwav/us/96 Theme Article page 3 li ttps : // t a i ga. free- lock.com/project/fedwav/us/94 Theme Bid pages 3 tttt sp •l/taiga.free- lock.com/12roject/fedwav/us/95 Theme Bids 12Ue=e 3 ]iUs:1/ta i t a. free- lockx ml tom• jectLtedwaylus/99 Theme calendar page 3 https://tai ag free- lock.coiii/projectlfedwav/us/98 Theme event item paU 3 littps: //ta i ga. free- lock.com/project/fedwav/us/97 Theme News/releases page. 3 ]ttt}�s:lltaig fa, ree- lock.ca:nlpj-4jectlfedNvgy/us/73 Theme: Base layouts 9 fittj2s-,//taiga.fvQe- lock.com/piiQject/fedway/us/74Theme: Base Tv o gra h 3 https://taiga.free- lock.com/project/fedwaylus/75 Theme: Color scheme 3 ii-tt ps ://ta iga-fi--e-e- lock. corn /projectIfedway/us/8 7 Theme: Create custom layouts 6 https://taiga. free- lock.com/projectlfedway/us/91 Theme: Department Landing Pagc 9 lj ttps : //ta i ga. free- lock.com/project/fedxvay/us/g2 Theme: Footer 3 httpsaltai ag free- lock.com/projectlfedwayltis/85 Theme: Form elements 9 https://taip.a.free- lock.com/�ro'ectlfedway/us/8I Theme: Header 6 1 it Sn //taiga,free- lock.com/ ject/fcd,A£aylus/89 Theme: Home Page 2 33 Taiga link Case Points 1i t(ps : //tai ga. f i-e e- 1ock,cQ11]/p1_oject/fe�lway/U / 6 Theme:_Inside Vggc 3 https://taiga.five- lock.com/project/fedway/tts/83 Theme: Main menu 9 https:Maiga.free- lock.com/i)rnject/fedmy/us/84 Thenie: Mobile menu 6 HP = Home Page Sprint 4 - Improvements sprint For sprint 4, we plan to implement items that may need more clarification or work, or just more time than we anticipate having to complete in Sprint 3. Current list includes: (120 points) Taiga link htt Case Points sn .//taiga.free- lock.corn/projectlfedway/us/131 Active Qire�Ogin 12 littps.-Maiga.free- lock.corn/project/fedway/us/1 15 Add Department Groups/access control 15 litips://taip-a.free- lock.coin/12ro.iect/fedN%,av/us/I 17 Configure editorial workfl 12 htt s:h4taig .fa ree- Iock.comlproject/fedway/us1128 Configure recurrip e�+ VC[1ti 6 lift sp .Iltaiga.free- lock.corzslpr-oject/fedway/us/92 bout custom pacge design 4 3 littps.-Maiga.free- lock.com/project/fedway/us/77 Me,gamenu setuIp 9 https.-//taiga.free7 lock.com/proieci/fedway/tis/78 Mobile rnenu setup 6 hti ;1 taiga.free- lock.comlpr•oiect/fedway/us/1L9 Popular Links 6 Litt sn .Iltaig .fa ree- lock.corn/pi-Qject/fedway/us/80 Sidebar/megamen_u setup 9 ltttps://taiga. free- Theme directory nape 3 34 Taiga link Case Points Iock.com/12rQjectlfedway/us1100 littps:/Itaiga.free- lock.com/12rojectlfedway/us/101 Theme FAO page 3 littp, :/Aa i ga. free- lock,cont/project/fedwaylus/102 Tlieszie webfor:n pages 3 littps://taiga. free- lock.cor-n/Mjizc-t/fizdway/us/93 Tlie,ne: Custoni Design9 https Atai ga_free- lock.comlpi-Qject/fedwavJus/I 10 Utility Map 9 littps://tai ag free- lock.corn/projectlfedwavlu5/60 View: directory 6 httns:lltaiga.free- Iock.comlproject/fed�raylusl7.1 View: Webforms 9 Sprint 5 - Polish sprint Over the first three sprints, we develop a punch list of things that need further attention/work, and drop this into the Polish sprint. This sprint is for addressing all that "stuff that comes up" -- which usually ends up being a fairly lengthy list. At this point, we have already identified some items that just don't fit in the previous sprints, so here is what is currently planned: (60 points) Taiga link Case Sort depending Points httpii://taiga.free- lock.com/pi-oiect/fedwav/us/125 Add Google Translate 3 https:l/taiga.free- iock.comlprojectlfedway/us/126 Change text size widget 9 ltttps://taiga.free- lock.comlproject/fedway/us/130 Emergency Banner 9 itum;//taizaAQe- lock.com/p ]ock.comlp�oject/fedwaylus� Sanie Page Preview 3 htt sp .lita iga. free- lock.coiiilprpiectlfedmraylus/1 16 Searclz hiiprov cments - Solr 15 35 Taiga link Case Sort descending Points hht 170daE 3g fl-ee- iock.comlprojectlfedway/us112.0 Social embeds 6 haps://taiga.free- lock.comlprojectlfedwavlusll 19 Social follow links 3 https:/Ita a.free- lock.cominrojectlfedwaylusll 18 Social Sharing links 3 http5://taiga.fi-ee- lock.com/prqjectifedm,av-/us/127 Text to speech widget 6 ht(l2s./Itaiga. free- lock.com/12i-oiect/fedwav/tis/67 View: Rotating banner - convert to blocks 3 Sprint 6 - Launch Freelock has developed a "launch checklist" of best practices, which currently contains in the neigh- borhood of 130 items. Some of these are the actual process of going live, but most are related to qual- ity -- setting up breadcrumbs, URL patterns, an XML Sitemap for search engines, meta tags, perfor- mance enhancements, and more. In the Launch sprint, we run down our entire list and make sure the site is up -to -snuff before going live and doing the final content migration from your old site. Current list: (60 points) Basic setup NJ DNS pointing to server Web site hosting working correctly DNS set up correctly - main site NJ DNS set up correctly - www 11 DNS is correct on secondary name server Outgoing email delivers Ougoing SPF record includes web server NJ Site logs enabled A Server logs enabled 36 (� Site errors suppressed Analytics set up Working site version tagged Devel modules/plugins disabled (email rerouting, devel) Favicon created/active Site logo set Cron job set Security Confidentiality SSL certificates created, installed Redirect all traffic to SSL DNS CAA record Leaked info in logs Access Control © 2 factor auth Admin-level access Editor -level access FTP Access locked down NJ List of open ports M Other software on host Integrity (� Oldest backup Newest backup Primary backup Secondary backup © Database export time 37 Assets Trusted Host patterns Availability NJ Time to recover Maintenance windows - frequency, duration Registrar info, expiration Nameserver location, expiration Hosting location, vendor Responsibility for maintenance NJ Potential site -specific threats enumerated Performance Lighthouse rating NJ Optimize images on the home page Create performance improvement plan Firefox primed cache speed Firefox unprimed cache speed Server/host appropriately scaled for peak traffic SEO 21 Friendly URLs NJ Meta Description tags Canonical URL tag Human -readable sitemap XML Sitemap Keywords Baseline traffic stats saved OpenGraph image tags m Content items N Home Page URL pattern Site email address set Contact form works as intended Contact info is present on site Social Media integrations E Follow - Facebook Follow - Instagram Follow - YouTube Follow - Pinterest J1 Share - articles, pages Social Logins Publish LinkedIn app Publish Google app Publish Facebook app Log out link Footer menu Footer copyright notice CMS items Login page 404 page 403 page Private content not reachable by anonymous Breadcrumbs NJ Comment settings as appropriate [off] Post Slugs set as desired (dateline, author, location) NJ CAPTCHA set up as needed, verified working 00 Search field active, index built User Registration page works as desired, or disabled 09 RSS feed contains desired content RSS feed auto -discovered Redirects set up (� 404 hits logged, report available Drupal PathAuto set up CSS/JS Aggregation on Theme debug off Page caching on NJ Block caching on BigPipe on ® /node page hidden/redirected, or looks good Privacy Cookie review Privacy Policy Terms of Service PII Collected 3rd party services User Experience 0 WAVE accessibility report Contrast issues identified Resolve low hanging accessibility issues 40 Report unresolved accessibility issues Mobile responsiveness - narrow Touch/Tap target sizing Huge Screen responsiveness Browser tests Chrome Firefox Safari 31 Edge 11 Internet Explorer 21 Mobile Safari 11 Mobile Chrome N Mobile Firefox Quality Assurance N dev site set up stage site set up Behat tests for up to 3 scenarios, 50 steps Visual Regression Tests for up to 50 URLs All plugins/modules/themes up to date All patches properly documented/managed Unused, non-standard plugins/modules/themes removed Unused views/features disabled/removed Unused files, database dumps, temporary files, removed from site Test content, test users deleted Exceptions documented Custom code passes coder/phpcs/linter review All custom code in appropriate plugins/modules/theme files 41 HTML validates with WX validator CSS validates JS validates No console errors/warnings Clean up console noise No PHP errors/notices NJ 3rd party API keys sanitize for test sites Post Launch Items SSL Certificate is valid 3rd party integrations tested and working Site email delivers Redirect all traffic to canonical domain Analytics registers traffic correctly Post Launch Freelock provides ongoing support and services well after the new site is launched! We already have an agreement in place for site maintenance and one-off support re- quests.