AG 24-057 - JM ARTS CONSULTING, LLCRETURN TO: PK ADMIN EXT: 6901 ID #:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT/DIV: PARKS DEPT /
2. ORIGINATING STAFF PERSON: AUTUMN GRESSETT EXT: 6914 DATE REQ. BY: SOON
3. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
El PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
❑ OTHER
4. PROJECT NAME: PAEC COMMUNITY ENGAGEMENT STUDY
5. NAME OF CONTRACTOR: JM ARTS CONSULTING LLC
ADDRESS: 8832 MOSQUERO CIRCLE, AUSTIN, TX 78748 TELEPHONE: 206-293-5209
E-MAIL: JMCIALWAIW)GMAIL.COM FAX:
SIGNATURENAME.- JOSEPH MCIALWAIN Tr -LC: OWNER
6. EXHIBITS AND ATTACHMENTS: ❑✓ SCOPE, WORK OR SERVICES 0 COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER
REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
CFW LICENSE # BL, EXP. 12/31/ UBI # , EXP. / /
7. TERM: COMMENCEMENT DATE: UPON SIGNATURE COMPLETION DATE: 12/31/2024
8. TOTAL COMPENSATION: $ 60,000.00 (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: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: •RETAINAGE AMOUNT: �j ❑ RETAINAGE AGREEMENT (SEE CONTRACT)OR ❑ RETAINAGE BOND PROVIDED
in� l S v UPURCHASING: PLEASE CHARGE To: (�y �/-�1 I s- C5-59 - 70 - L/l O
9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
6 PARKS PROJECT MANAGER AG 3/1/2024
❑ PUBLIC WORKS
❑ DEPUTY DIRECTOR
m DIRECTOR JRH 3/5/24
■ LAW DEPT JE 317/24
O. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE:
SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE:
1. CONTRACT SIGNATURE ROUTING
6 SENT TO VENDOR/CONTRACTOR DATE SENT: 3/10/2024 DATE REC Da 3/22/2024
d ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
o CREATE ELECTRONIC REMINDERINOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.)
INUIAL I DATE SicNED
tl•CAW DEPT
ATORY (MAYOR OR DIRECTOR)
KC1TY CLERIC
* ASSI.GNEDAG # p�
❑ SIGNED COPY RETURNED n u
DATE SENT: �. D� • O -! Jul
COMMENTS: Y D n i I I Q
3112023
CITY OF CITY HALL
&
F� d ra I Way 33325 Avenue South
Federall Way, WA 98003-Fi325
(253) 835-7000
www cityoffederalway corn
PROFESSIONAL SERVICES AGREEMENT
FOR
PAEC COMMUNITY ENGAGEMENT STUDY
This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington
municipal corporation ("City"), and JM Arts Consulting LLC, a Texas 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:
JM ARTS CONSULTING LLC:
Joseph McIalwain
8832 Mosquero Circle
Austin, TX 78748
206-293-5209 (telephone)
The Parties agree as follows:
CITY OF FEDERAL WAY:
Autumn Gressett
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-6914 (telephone)
Autumn. jressett(d,cityoffederalw
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 he and incorporated
by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for
PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 4/2023
Federal Way
CITY HALL
33325 Sth Avenue South
Federal Way. WA 98003-6325
(253) 835-7000
www cityoffederalway corn
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. INDEMNIFICATION.
5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the
City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers
harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses,
attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without
limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection
with this Agreement or the 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 CITY HALL
�� 33325 8th Avenue South
y Federal Way, WA 98003-6325
'ederal' (253) 835-7000
www cityoffederalway 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
PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 4/2023
CITY OF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
t•vww cityoffederalway com
Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will
be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling,
and providing records in case of any public records 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
PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 4/2023
�. Federal Way
CITY OF
CITY HALL
33325 8th Avenue South
Federal Way. WA 98003-6325
(253) 835-7000
www cityoffederalway com
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
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 lnterl)retation 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 Assigunent 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
PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 4/2023
CITY OF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www 0yoffederalway com
exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver
or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and
effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive
such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's
right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in
accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or
claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be
by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County,
Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does
not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County,
Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County,
Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any
claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and
expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other
recovery or award provided by law; 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
Federal Way
CITY MALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityofiederalway com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
DATE: o� 7iS
JM ARTS CONSULTING LLC:
By: M
Printed Name: _❑5cpk M �Tctilwa:.ti
Title: PC #1 u p-A- f
DATE: 312 21 2 D 2.�j
STATE OF WASHINGTON )
ss.
COUNTY OF
ATTEST:
Aw� VmM -
ep an'e urtney, CNIC, City Clerk
APPROVED AS TO FORM:
qJQR=yan Call, ity Attorney
On this day personally appeared before me 'See rk-,, CY Kag�u to me known to be the
of JM Arts Consulting_LLC thaLLC tha executed the within and foregoing instrument, and
acknowl ged 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 QQ day of f(y�ox-r,*'� _ , 2024.
KATHLEEN HOBBS
NOTARY PUBLIC #23031019
STATE OF WASHINGTON
COMMISSION EXPIRES
SEPTEMBER 11, 2027,
Notary's signature
Notary's printed name `_tiolaloS
Notary Public in and for the State of Washington.
My commission expires��
PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 4/2023
A4%iCITY OF
Way
EXHIBIT A
SERVICES
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway corn
The Contractor shall provide three phases aimed at improving the financial sustainability and community impact
of the Performing Arts and Event Center (PAEC). In Phase 1, the contractor will analyze the current funding
model, venue utilization, community engagement programs, and stakeholder perspectives. Phase 2 involves
conducting a comparative analysis with similar venues to identify successful strategies and challenges. Phase 3
focuses on identifying strategic alternatives, including potential private sector contributions and non-profit
partnerships, through stakeholder engagement, exploring the role of the Arts Foundation of Federal Way, and
drafting a comprehensive roadmap for implementation. Deliverables include reports, documentation, and a
proposed timeline for the agreed -upon strategic course, including but not limited to the following:
1. Phase 1— "Current State" Documentation and Analysis
Contractor will provide a written report that details the Performing Arts and Event Center (PAEC)
Funding Model "current state," providing a basis for recommendations in the following project phases.
a. Current Funding Model and Revenue Streams:
i. Conduct a thorough review of the PAEC existing funding model.
ii. Provide a detailed analysis of primary revenue and expense drivers.
iii. 'Identify existing funding mechanism strengths and weaknesses.
b. Utilization and Venue Occupancy:
Determine the current utilization and occupancy rate of the PAEC.
ii. Identify user demographics and categorize events and activities held at the venue.
-iii. Provide insights into the factors influencing utilization trends.
c. Community Organizations and Events:
i. Compile a comprehensive list of local and regional community organizations (both arts
and non -arts) currently utilizing the PAEC.
ii. Quantify the number of events, performances, and activities organized by these groups
annually, including those not held at the PAEC.
d. Arts Education and Community Engagement Programs:
i. Evaluate the scope of existing arts education and community engagement programs
offered by the PAEC.
ii. Assess the financial performance of these programs.
iii. Analyze the level of participation in programs and identify areas for improvement.
iv. Identify demographic groups that are not currently benefiting from these programs and
provide recommendations for inclusion.
e. Stakeholder Engagement:
i. Conduct one-on-one interviews (via phone or Zoom) with key representatives from up to
three local arts organizations, and other key stakeholders to be determined within four
weeks of project kickoff.
ii. Facilitate up to two focus groups (either Zoom or in -person) with representatives from
local arts organizations and identified community partners.
iii. Consultant will be on -site for at least three of the above referenced meetings. Meeting
dates shall be mutually agreeable between Consultant and City
f. Deliverables:
PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 4/2023
CITY OF
Federal Allay
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway corn
i. A comprehensive report detailing and analyzing the current funding model and revenue
streams of the PAEC.
ii. Detailed documentation on venue utilization, occupancy rates, and user demographics
iii. A compiled list of local and regional community organizations using the PAEC, including
an analysis of events and activities hosted by these groups.
iv. An assessment of the existing arts education and community engagement programs, with
recommendations for enhancement and growth.
v. Summary reports of one-on-one interviews and focus group discussions, highlighting key
insights and stakeholder perspectives.
2. Phase 2 — Field Scan and Comparative Analysis
Contractor will conduct a "Field Scan" to locate similar venues (size, scale, market, etc.) to the PAEC
and document information on each venue. Contractor will use insights from Phase 1 to conduct a
comparative analysis of the PAEC against other similar venues, including the successes and challenges
faced by those venues, to provide strategic recommendations to enhance the PAEC's overall financial
performance through potential changes to the funding model and business plan/strategies.
a. Field Scan and Comparative Analysis of Similar Performing Arts and Event Centers:
i. Identify and select four to six performing arts and event centers located in comparable
markets across the country.
Comparable markets will be determined by demographics, population, venue size,
venue amenities, etc
ii. Conduct a detailed comparative analysis of identified similar venues' funding models,
business strategies, and financial performance.
iii. Examine controlling/operating organization structures, revenue sources, and expense
management.
iv. Identify potential ways to leverage community engagement activities to enhance PAEC
financial success overall and increase benefits to the community.
b. Documentation of Responsibilities:
For each comparative venue, document the entities responsible for:
1. Annual operating revenues (earned and contributed);
a. Investigate earned and contributed revenue for operations, annual operating
expenses, and capital revenues and expenses.
2. Operating costs and strategies for cost control;
3. Depreciation and accounting for capital assets;
4. Debt service, if applicable, and debt management strategies;
5. Facility maintenance; and
6. Management practices.
7. Analyze the number and type of events hosted by each venue.
8. Evaluate occupancy levels and community engagement strategies.
c. Identification of Additional Revenue Sources:
i. Explore and document sources of revenue, including ticket sales, rent, and fundraising,
that contribute to covering each venue's expenses.
ii. Provide insights into innovative revenue -generating strategies employed by similar
venues.
PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 4/2023
CITY OF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
vvww atyoffederalway. corn
d. Successes and Challenges Analysis:
i. Identify and analyze the successes and challenges faced by each similar venue through
publicly available information and interviews with venue staff when possible.
ii. Extract key learnings and best practices that can be applied to enhance the PAEC's
funding model and overall financial performance.
e. Deliverables:
i. A comprehensive comparative analysis report highlighting the funding models and
financial performance of selected venues similar to the PAEC.
ii. Detailed documentation on controlling/operating organization structures, revenue sources,
and expense management practices of each similar venue.
iii. Insights into the number and types of events hosted, occupancy levels, and community
engagement strategies.
iv. Documentation of responsibilities for annual operating revenues, costs, depreciation, debt
service, and facility management for each similar venue.
v. Identification of additional revenue sources and innovative strategies contributing to each
similar venue's financial sustainability.
vi. An analysis of successes and challenges of similar venues, with actionable
recommendations for the PAEC based on findings.
3. Phase 3 — Identification of Strategic Alternatives
Contractor will work with City and OVG360, to identify and evaluate strategic alternatives, emphasizing
private sector contributions and potential non-profit partnerships, with the ultimate goal of improving the
PAEC's long-term sustainability and community impact.
a. Stakeholder Summit:
i. Consultant will organize and conduct an internal Stakeholder Summit, to present and
discuss findings from Phase 1 and 2.
ii. Brainstorm and discuss opportunities and challenges of a three-way partnership between
the City, OVG360, and the Arts Foundation of Federal Way (Foundation).
b. Viability of Non -Profit Partnership:
i. Investigate and determine the viability, legal implications, and accounting requirements /
financial reporting, and other functional concerns of the City and OVG360 formally
partnering with Arts Foundation Federal Way.
ii. Asses how the Foundation's current mission and vision can incorporated more fully into
the overall programming focus and service to the community of the PAEC
1. Consultant will organize and conduct
iii. Assess the feasibility of generating contributed revenue resulting from the Foundation's
formal partnership with the City and OVG360, and outline the necessary requirements for
success.
1. Develop strategies within the current operating agreement between the City and
OVG360 to boost contributed revenue.
iv. Evaluate the potential for even greater community engagement by the Foundation and the
PAEC to help foster philanthropic investment and grants from individuals, foundations,
local and regional businesses, and government agencies.
V.
PROFESSIONAL SERVICES AGREEMENT - 10 - Rev. 4/2023
CITY OF
.t Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www ciryoffederalway com
4. Final Summary Report:
i. Consultant will compile a comprehensive final summary report consolidating all research
and findings.
ii. Once consensus on the best path forward, consultant will draft a "road map" and timeline
for the implementation of the agreed -upon strategic course.
b. Deliverables:
i. Stakeholder Summit documentation, including presentation materials and insights
gathered from discussions.
ii. Preliminary report on potential strategic alternatives, with an analysis of their pros and
cons.
iii. Emphasis on structures and methods to generate contributed revenue, addressing
feasibility and community engagement.
iv. Final summary report consolidating all research and findings.
v. Proposed "road map" and timeline for the implementation of the agreed upon strategic
course.
PROFESSIONAL SERVICES AGREEMENT - 11 - Rev. 4/2023
CITY OF
- Federal Ways
EXHIBIT B
COMPENSATION
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www ciryofiederalway com
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to
exceed Sixty Thousand and 00/100 Dollars ($60,000.00).
2. Method of Compensation:
Hourly rate
In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount
calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below:
JM Arts Consulting Principal
Reimbursable Expenses
$200/per hour
The actual customary and incidental expenses incurred by Contractor in performing the Services including
travel, lodging, mileage reimbursement and other reasonable costs; provided, however, that such costs shall be
deemed reasonable in the City's sole discretion and shall not exceed Six Thousnad and 00/100 Dollars
($6,000.00).
PROFESSIONAL SERVICES AGREEMENT - 12 - Rev. 4/2023
CITY ❑F
Federal Way
EXHIBIT C
CERTIFICATE OF INSURANCE
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-7000
www cityoffederalway. com
PROFESSIONAL SERVICES AGREEMENT - 13 - Rev. 4/2023
DATE (MM/DD/YYYY)
ACOR" CERTIFICATE OF LIABILITY INSURANCE
1 02/21 /2024
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
NAME:
HiscOX Inc. PHONE FAX
5 Concourse Parkway UAL. No. Exp; coat this o Alc Not -
Suite
2150 A�D REss; contact@hiscox.com
Atlanta GA, 30328 INSURERS AFFORDING COVERAGE NAICII
INSURERA: Hiscox Insurance Company Inc 10200
INSURED INSURER B :
JM Arts Consulting INSURERC:
8832 Mosquero Circle
Austin, TX 78748 INSURER D :
INSURER F :
CCIVFROrFR CFRTIFICOTF Nl1MRFR• RFVIRInN NIIMRFR-
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
LTR
TYPE OF INSURANCE
[ADDS.
SU R
POLICY NUMBER
MMI
DDIY'iYY
MMIDDIYY Y
LIMITS
A
X
COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE � OCCUR
Y
P102.930.240.1
02/26/2024
02/26/2025
EACH OCCURRENCE
S 2,000.000
IV KLI
PA AI ES IEa occurrence
$ 100.000
MED EXP (Any one person)
$ 5,000
PERSONAL aADV INJURY
$ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
X POLICY JN7 El LOC
❑THER:
GENERAL AGGREGATE
$ 2,000,000
PRODUCTS - COMP/OP AGG
$ S/T Gen. Agg.
$
AUTOMOBILE LIABILITY
ANY AUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
NON -OWNED
HIRED AUTOS AUTOS
.COMBrNED SINGLE LIMIT
Ea accldenl
$
BODILY INJURY (Per person)
$
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
.201 nl
$
UMBRELLA LIAB OCCUR
EXCESS LIAB CLAIMS -MADE
EACH OCCURRENCE
$
AGGREGATE
$
DIED RETENTION $
$
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANYPROPRIETOR/PARTNER/EXECUTIVE ❑
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
NIA
I PER OTH-
STAT07E ER
E.L. EACH ACCIDENT
$
E.L. DISEASE - EA EMPLOYEE
$
E.L. DISEASE - POLICY LIMIT
$
DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
CERTIFICATE HOLDER CANCELLATION
City of Federal Way
33325 8th Ave S. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Federal Way, WA 98003 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
Corporations Section �* p
P.O.Box 13697
Austin, Texas 78711-3697
1 �I
Office of the Secretary of State
CERTIFICATE OF FILING
'OF
JM Arts Consulting LLC
File Number: 805471043
Jane Nelson
Secretary- of State
The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the
above named Domestic Limited Liability Company (LLC) has been received in this office and has been
found to conform to the applicable provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the
secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.
The issuance of this certificate does not authorize the use of a name in this state in violation of the rights
of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or
Professional Name Act, or the common law.
Dated: 03/19/2024
Effective: 03 / 19/2024
i
Jane Nelson
Secretary of State
Coyne visit us on the internet at https:llwww.sos. texas.gov/
Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services
Prepared by: Bryan Martin TID: 10306 Document: 1345321310002