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AG 12-1281 IRETURN TO: 'tom 5 � EXT: Qs-3 g CITY OF FEDERAL 1/NAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT. /DIV: ,LJU en AA " - S 0 Ll-I' CC S ORIGINATING STAFF PERSON: Jearl .et TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE XCONTRACT AMENDMENT (AG #): 12 -12-5 ❑ OTHER EXT: aS 3a 3. DATE REQ. BY: 4/624:9/€241 I -] ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL PROJECT NAME: &.L II/M C SS r r69 tarn NAME OF CONTRACTOR: R D u2O J t/(e . ADDRESS: /4700 ,✓E 79W *ZOy /3ed,-,io,S tc)A 9gas -2 TELEPHONE 76,6 90. x433 E -MAIL: ergo. Ji44z bu.j1,ICr p ad n ur»l� c.CO, FAX: '/25 86,1 °I749 SIGNATURE NAME: Ua.r(U9 (,Jh }1L TITLE CED EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS . TERM: COMMENCEMENT DATE: / f l01 / a o ► a COMPLETION DATE: al 31 I A01 S TOTAL COMPENSATION $ 5-0,000 /Ylstxi,►ulrt/ rr (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTA HEDULES 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: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE PURCHASING: PLEASE CHARGE TO: /100 0. DOCUMENT /CONTRACT REVIEW INITIAL/ DATE REVIEWED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT OF APPLICABLE) ❑ LAW ul CI 4 c q 3 1. COUNCIL APPROVAL OF APPLICABLE) COMMITTEE APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 09/a aO/ INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: DATE REC'D: f d /a(0) 011 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) LAW DEPARTMENT SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED INITIAL / DAT SI NED 10 30 ( a� 17 IV ill AG #w DATE SENT: 114-n- *¢r n of OfE►eC w 1l? - 10)211-1 :OMMENTS: we- no adi ads \ c, peeoal. d pip aides la j o06 pa 1,212_, l /1111'1 nexamA i kg tit 1 . owvwArAvt4A w1 Atvonk umnaittoS7wc i s NA-.(,JA • [ITV Oi Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.atyoffederalway.com AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT FOR WELLNESS PROGRAM This Amendment ( "Amendment No. 3 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and ADURO, Inc., a Washington corporation ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Wellness Program ( "Agreement ") dated effective September 12, 2012, as amended by Amendment No. 1 and No. 2, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2018 ( "Amended Term "). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit B -3, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Amended Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT 1 3/2017 c�rr os ti. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cilyoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: DATE: / V37//---7 ADURO, Inc. By: Printed Name: Title: (r Date: )O/13 / 20J ATTEST: S h ie Courtney, CMC, Clerk APPROVED AS TO FORM: ONR J. Ryan Call, City Attorney STATE OF WASHINGTON ) ) ss. COUNTY OF ) On this day personally appeared before me nOrttAtc, , to me known to be the av of ,w fh` that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this « day of , 2011. NOTARY PUBUC STATE OF WASHINGTON MIKE AHN My Appointment Expires SEPTEMBER 27 2021 AMENDMENT Notary's signature Notary's printed name ,, Notary Public in and for the Stat9 f Washington. My commission expires °t I2? ��� 2 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www dryoffederalway com EXHIBIT B -3 ADDITIONAL COMPENSATION In consideration of the Contractor performing the Services during the extended term of the agreement, the City agrees to pay the Contractor as follows: Aduro, Inc. will invoice and CITY OF FEDERAL WAY will pay Aduro, Inc. a fixed fee of $3.50 per Eligible Employee per month (" PEPM ") for the Online Services set forth in this Scope of Work. The Fixed Fee will be invoiced by Aduro, Inc. on a monthly basis at the end of each month. In addition, CITY OF FEDERAL WAY may elect to make the Services available to spouses /domestic partners at the same $3.50 per person per month ( "PPPM ") monthly fixed rates, but the fee will only be charged for spouses /domestic partners who create an online account and complete the annual Health Risk Assessment. CITY OF FEDERAL WAY will pay $ 45.00 per onsite biometric screening of an Eligible Employee ( "Onsite Screening Fee ") when performed at CITY OF FEDERAL WAY's request ( "Onsite Screening "). Within one (1) day after completion of the Onsite Screening, Aduro, Inc. will invoice Client for 100% of the Onsite Screening Fee based on the actual number of Eligible Employees that participated. Invoices received by the 8th of the month will be processed for payment on the 15th of the month; invoices received by the 23rd of the month will be processed for payment on the last day of the month. CITY OF FEDERAL WAY will pay $55.00 for each home test kit screening ordered by CITY OF FEDERAL WAY and when shipped by Aduro, Inc. Aduro, Inc. will invoice CITY OF FEDERAL WAY monthly in arrears, based on the number of test kits actually shipped in the immediately preceding month. Following receipt for Aduro, Inc., CITY OF FEDERAL WAY will pay each undisputed invoice as follows: invoices received by the 8th of the month will be processed for payment on the 15th of the month; invoices received by the 23rd of the month will be processed for payment on the last day of the month. Online Services $3.50 PEPM Reoccurring monthly Onsite Biometric Fee $45 Per Screened Participant TBD usually annual Home Test Kit $55.00 Per Home Kit Ordered TBD usually annual Completion of milestones will be determined by City in its sole and reasonable discretion. Service Provider is not entitled to payment based upon billable hours or on any basis other than as set forth herein. Maximum account payable annually for all services is $ 50,000. AMENDMENT 3 3/2017 1 RETURN TO: `Je 4.4c ‘zy EXT: R 5 3 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: / LPL _ / our-C-1_6 2. ORIGINATING STAFF PERSON: Ni 1. 05)10vC_ EXT: 425322 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE `CONTRACT AMENDMENT (AG #): /2-12/ ❑ OTHER ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: %C/� //14-5$ 8-0,1 6. NAME OF CONTRACTOR: ADDRESS/: /. 00 E -MAIL: [ A.ecra.. SIGNATURE NAME: Du, o,1ve... �0.i@ 4d ro 4 t•Cor+ -'- ran k1�►%f� 410S-A TELEPHONE Zrav qb% ,Qe, 3 FAX: 425 861- '?7v9 TITLE ,p 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: / /10 //7.0 )2 COMPLETION DATE: /2J r 12o1 9. TOTAL COMPENSATION $ 5b ODD (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SC DRIES 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: ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: ao1- Poo -at9- sib- /Z -V /D 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) roc 1151n L lion- COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING XSENT TO VENDOR/CONTRACTOR DATE SENT: 6,10e/d01'7 DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT (SIGNATORY (MAYOR OR DIRECTOR) '❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED INITIAL / DATE IGNED . _>, 1- AG -1.2% B DATE SENT: COMMENTS: 4W /6fa4 Cc's, �rn� v/ J - .v #><i fi CAh04 P C.nio)oy<<.s a sr 41L -*OS 4/ )P.s Or /.26.0tg 01104120-i_ ° I q0 lattr&J CITY F O Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www crfyoltederntw iv com AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT FOR WELLNESS PROGRAM This Amendment ( "Amendment No. 2 ") is made between the City of Federal Way, a Washington municipal corporation ( "City"), and ADURO, Inc., a Washington corporation ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Wellness Program ( "Agreement ") dated effective September 12, 2012, as amended by Amendment No. 1 as follows: 1. AMENDED SERVICES. The Services, as described in Exhibit A and as referenced by Section 2 of the Agreement, shall be amended to include, in addition to the Services and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit A -2 attached hereto and incorporated by this reference ( "Additional Services "). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT 1 1/2015 CITY os Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -8325 (253) 835 -7000 www c: yofledernl ny. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: J. DATE: f e) / ADURO, INC. By: Printed Name: (24(t_ (( -CA/ 1-\ T Title: DATE: co 2y/ 20/ } STATE OF WASHINGTON ) ) ss. COUNTY OF ATTEST: h: •e Courtney, CMC, i Clerk APPROVED AS TO FORM: Interim City Attorney, J. Ryan Call CT, On this day personally appeared before me On ��-r 5W1 acs , to me ,known to be the G r of A O v fL tD that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this a day of SOV1' - t -t , 20 t' Notary's signature j an wXa '`l c/4_, Notary's printed name to r tt^f} Vkl t+v`t -► Notary Public in and for the State of Washington. My commission expires o5' j6 a-o ao 1,- -ICU * EDf t3oG) tons twit i B - o'tt,,,Oi Wr `�. i11 to AMENDMENT 2 - 1/2015 Federal Way EXHIBIT A -2 CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www. citynffederalway. com ADDITIONAL SERVICES The Contractor shall do or provide the following in addition to Services in previous Exhibits: 1. FORM OF AMERICAN WITH DISABILITYS (ADA) NOTICE AND GENETIC INFORMATION NONDISCRIMINATION ACT (GINA) AUTHORIZATION 1.1. The CITY has provided ADURO with the specific language to be used for: 1.1.1. a form of notice as set forth in Annex 1 "ADA Notice/GINA Authorization ", to be displayed to the CITY'S Employees and eligible spouse /domestic partners accessing ADURO's Services via the Application (as defined in the PSA) as required under 29 CFR Part 1630, as amended ( "ADA "); and in connection with the collection of genetic information within the meaning of 29 CFR Part 1635, as amended ( "GINA "), to enable the CITY to satisfy its obligations under such regulations. In the event the CITY includes reference to ADURO in the form of notice, ADURO shall pass through to the CITY any and all costs incurred in connection with legal review of such notice. In the event the CITY determines any modification to either form is necessary, the CITY acknowledges and agrees that the CITY is solely responsible for the content of such modification. To modify a form previously provided under this Section, the CITY must: (i) provide ADURO with a revised version of Annex 1, as applicable, indicating all required modifications and (ii) notify ADURO of the deadline for making such changes, which notification shall take place in each case not less than 30 days prior to such deadline. 1.2. The CITY acknowledges that it retains ultimate responsibility under Applicable Law to construct its wellness program to be compliant with applicable laws and regulations, and ADURO's sole responsibility under this Amendment is to display language provided by the CITY as specified herein and provide a mechanism to document authorization. ADURO accepts no responsibility for ensuring or monitoring compliance with any applicable laws or regulations, and other than complying with its obligations under Section 2.1 of this exhibit, disclaims all liability to the CITY, its Eligible Users or any affiliate of the CITY (including an employee welfare benefit plan sponsored by the CITY) relating to the distribution of the ADA Notice and mechanism to document the GINA Authorization in accordance with this Amendment. The CITY agrees to indemnify, defend and hold harmless ADURO, its directors, officers, employees, agents and representatives against any and all costs, liability, damages, penalties, or other expenses arising out of or related to the compliance of the CITY'S wellness program with applicable laws and regulations, including without limitation, the ADA or GINA. 1.3. Provision of Paper Notice. In the event the CITY has contracted for WellMetric services, the CITY represents and warrants that the CITY has provided a copy of the ADA Notice to and obtained a signed copy of the GINA Authorization described in Section 1.1.2, above, in advance, from each Employee participating in any onsite screening event to be conducted by ADURO under the PSA. AMENDMENT 3 1/2015 r atr o b. Federal Way 2. DISTRIBUTION OF NOTIFICATIONS CITY HALL 33325 8th Avenue South Fedora! Way. WA 98003 -8325 (253) 835 -7000 www. at yoffederal way com 2.1. On and after January 1, 2017, 2.1.1. ADURO will display the ADA Notice /GINA Authorization to the CITY'S Eligible Users (a) upon initial registration for the Services via the Application; and (b) at the beginning of each subsequent Plan Year. ADURO will require a check -the -box or click - through acknowledgement of receipt/signature of the ADA Notice /GINA Authorization in order to access the Services via the Application. 2.1.2. In addition, ADURO will present an active hyperlink to the original ADA Notice/GINA Authorization given at the bottom of each page displayed as a result of authorized access to the Application, and will refer users to such link on an interstitial page prior to each time that such Eligible User commences a health risk assessment. 2.2. During the Term, ADURO will retain records of all click - through acknowledgments by Employees of the GINA Authorizations, and will make copies of such records available once annually upon reasonable advance request; and otherwise in accordance with Applicable Law. The CITY acknowledges that under ADA, GINA and other Applicable Laws, it may have an obligation to maintain such records after the expiration of the Agreement for regulatory and other business reasons. Upon expiration of the Agreement, ADURO will cooperate with the CITY to transfer or maintain such records at the CITY'S expense. Notwithstanding the expiration or termination of the PSA or this Amendment, or any provision requiring destruction or return of records to the contrary, the CITY acknowledges that, to the extent permitted by Applicable Law, ADURO and its Licensor may retain records relating to compliance with this Amendment for up to seven years following such termination; provided that neither ADURO nor its Licensor shall not be obligated under this Section to retain any records. Notwithstanding the termination of the Agreement, ADURO shall continue to extend the protections of the PSA and the Business Associate Agreement to any such retained records. Capitalized terms used but not defined in this Amendment have the meaning set forth in the PSA. Except as expressly modified by this Amendment, all terms and conditions of the PSA remain in full force and effect. AMENDMENT 4 1/2015 1/26/2017 Corporations: Registration Detail - WA Secretary of State ADURO, INC UM Number 603276031 Category REG Profit/Nonprofit Profit Actve /Inactive Active State Of Incorporation WA WA Filing Date 02/14/2013 Expiration Date 02/28/2017 Inactive Date Duration Perpetual Registered Agent Information Agent Name 100 SERVICE CORPORATION Address 600 UNIVERSITY ST STE 3600 City SEATTLE State WA ZIP 981010000 Special Address Information Address City State 21p GoverNngpesars(asdefined In RCW23 ,95,105(12)(httW /applffi 8o✓/ RCW/a{xk#aDltaspekked7195,105)) Title Name Address Governor WHITE, CEO, DARREN 16700 NE 79TH STREET SUITE 204 REDMOND, WA 98052 Governor BEST, TONI 16700 NE 79TH STREET SUITE 204 REDMOND , WA 98052 Governor STEFFEN, TED 16700 NE 79TH STREET SUITE 204 REDMOND, WA 98052 Governor THOMPSON, MARK 16700 NE 79TH STREET SUITE 204 REDMOND, WA 98052 https://www.sos.wa.gov/corps/search_detail.aspx?ubi=603276031 1/1 I RETURN TO: J�ah ,SC e_cy EXT: 075-3 /_ CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: /;i 4/J � ' �D lc`'C'e / 2. ORIGINATING STAFF PERSON: C-� `�J I-a 4 Lo EXT: -53 2- 3. DATE REQ.BY: c //30/ V 5 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT D GOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION CONTRACT AMENDMENT(AG#): I ') Z S ❑ INTERLOCAL ❑bTHER 5. PROJECT NAME: We-e/1 ele SS CrOl 2G&rYl 6. NAME OF CONTRACTOR: A d LL2 C�, J n C- ADDRESS: i lo7ool7 p 7_q__(lz, Sfret t o 2e�i-Z 0_031_1,0' ( c3 8o S-2_ TELEPHONE S (I-9/,_O-2c133 E-MAIL:Carytecon e be++5 @ ad u vt>1 i C1rn't FAX: Li 2 S S/. t q?'t SIGNATURE NAME: -0 G,rre..' LA.)1-7 I Fe- TITLE 1v2 n CI pa 7. EXHIBITS AND ATTACHMENTS:'jiSCoPE,WORK OR SERVICES -COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ,PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: I � O t 1 .2 U 1 Z COMPLETION DATE: t 2 131 l ZQ 1 Z 9. TOTAL COMPENSATION$ 50 0 0 0 - i nk I rn U wl/L& (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHED ES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES 0 NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED D YES D NO IF YES,$ PAID BY:❑CONTRACTOR❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 0©I - 1 1 UU -G 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED D PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) D LAW NC, H 1-v-I I S 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING / 1")/b10 �✓ ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: o 9/ /J DATE REC'D: 0‘;//1//1-;1 / 5� D ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS INITIAL/DATE IGNED ❑ LAW DEPARTMENT 71'2-C- to 1 2*S---- D CHIEF OF STAFF V.SIGNATORY(MAYOR OR DIRECTOR) '`/7M 't CITY CLERK '''01141101Ci� ASSIGNED AG# AG# Z-12. % A ❑ SIGNED COPY RETURNED DATE SENT: f COMMENTS: 11/9 ` CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253)835-7000 www cityoffederafway corn AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR WELLNESS PROGRAM This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation("City"),and ADURO,Inc. (formerly known as Worksite Wellness,LLC),a Washington corporation ("Contractor").The City and Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend the original Agreement for the Wellness Program("Agreement")dated effective September 12, 2012 as follows: 1. AMENDED TERM.The term of the Agreement,as referenced by Section 1 of the Agreement and any prior amendments thereto,shall be amended and shall continue until the completion of the Services,but in any event no later than December 31, 2017 ("Amended Term"). 2. AMENDED SERVICES. The Services, as described in Exhibit A and as referenced by Section 2 of the Agreement, shall be amended as described in Exhibit A-1 attached hereto and incorporated by this reference ("Amended Services"). 3. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit B-1,attached hereto and incorporated by this reference.The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s)for the Amended Term.Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement,together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 1/2015 1 41‘16, CITY OF CITY HALL , '�.. Fe d e ra I Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityofederatway com IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: By: • - Lt! .PAI //IAA JJAJA// e, ell, Mayor 117 l erk, Stephanie Courtney, ' 4"J DATE: o?,/ fS APPROVED AS TO FORM: (Pe--0,12k City Attorney, Amy Jo Pearsall ADURO, INC. By: ���� Printed Name: DARREN WHITE Title: PRINCIPAL DATE: 6 eS / STATE OF WASHINGTON ) ) ss. COUNTY OF 11 H Ca ) On this day personally appeared before me P/9 i&I1 E.ki v-'H I Tt , to me known to be the of r4>D u Tz 0 t t-( C that executed the foregoing instrument,and acknowledged the said instrument to be the free and voluntary act and deed of said corporation,for the uses and purposes therein mentioned,and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this V- 't day of S vIV E , 201 Not ' Fi$ 'e _�_ AMMAN/569y E D v✓6 k i) 6-p"4, 1 ��� __\\P.•.•S�oty F••.�/ .,Notary Public in and for the State of Washington. O ••a� 9 F .2� St commission expires 8/7 41.1 • � t NOTARY i puBLIc /oz.?". • e,9)`••••.°•8/21 120:: • FF V1fASx ‘■��` AMENDMENT - 2 - 1/2015 Aibt. CITY OF CITY HALL Federal Way 33325 South 0.14 .1_, Federal W al Way,WA 98003 003 -6325 (253)835-7000 www cityoffederalway corn EXHIBIT A-1 AMENDED SERVICES The Services required under the original Agreement shall be amended to remove the following services: 1.4 Wellness Coaching Support • Unlimited inbound employee access to certified health coach via telephone, email and instant message AMENDMENT - 3 - 1/2015 ` CITY OF CITY HALL 014, ..„ Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253)835-7000 www cityof/ederaiway com EXHIBIT B-1 ADDITIONAL COMPENSATION In consideration of the Contractor performing the Amended Services during the extended term of the agreement,the City agrees to pay the Contractor as follows: Aduro, Inc. will invoice and CITY OF FEDERAL WAY will pay Aduro,-Inc. a fixed fee of$3.50 per Eligible Employee per month ("PEPM") for the Online Services set forth in this Scope of Work. The Fixed Fee will be invoiced by Aduro,Inc. on a monthly basis at the end of each month. In addition,CITY OF FEDERAL WAY may elect to make the Services available to spouses/domestic partners at the same$3.50 per person per month("PPPM") monthly fixed rates,but the fee will only be charged for spouses/domestic partners who create an online account and complete the annual Health Risk Assessment. CITY OF FEDERAL WAY will pay $45.00 per onsite biometric screening of an Eligible Employee ("Onsite Screening Fee")when performed at CITY OF FEDERAL WAY's request("Onsite Screening"). Within one(1)day after completion of the Onsite Screening,Worksite Wellness will invoice Client for 100%of the Onsite Screening Fee based on the actual number of Eligible Employees that participated. Invoices received by the 8th of the month will be processed for payment on the 15th of the month;invoices received by the 23rd of the month will be processed for payment on the last day of the month. CITY OF FEDERAL WAY will pay$55.00 for each hoe test kit screening ordered by CITY OF FEDERAL WAY and when shipped by Aduro,Inc. Aduro,Inc.will invoice CITY OF FEDERAL WAY monthly in arrears,based on the number of test kits actually shipped in the immediately preceding month. Following receipt for Aduro, Inc., CITY OF FEDERAL WAY will pay each undisputed invoice as follows: invoices received by the 8th of the month will be processed for payment on the 15th of the month;invoices received by the 23rd of the month will be processed for payment on the last day of the month. Online Services $3.50 PEPM Reoccurring monthly Onsite Biometric Fee $45 Per Screened Participant TBD usually annual Home Test Kit Fee $55.00 Per Home Kit Ordered TBD usually annual Completion of milestones will be determined by City in its sole and reasonable discretion. Service Provider is not entitled to payment based upon billable hours or on any basis other than as set forth herein. Maximum account payable annually for all services is $50,000. AMENDMENT -4 - 1/2015 �__, � . � ,��rc� To: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: �1,� P�1►��'j 1'�L�►r� 2. ORICi�iATING STAFF PERSON: �'�1 � �� A. EXT: 5^ �i 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): l�,r � ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) i�lS� �, ❑ UBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT �,�t+�` �� �ROFESSIONAI. SERVICE AGREEMENT O MAINTENANCE AGREEMENT , ji . ❑ GOODS AND SERVICE AGREEMENT O HUMAN SERVICES / CDBG � ❑ REAL ESTAT'E DOCUMENT ❑ SECURITY DOCUMENT (E.c. soxn�.n�n noc�s> ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACTAMENDMENT(AG#): ❑ INTERLOCAL ❑ OTI�R _ . __ 5. PROJECT NAME: 6. NAME OF CONTRACTOR: ADDRESS: ii�lba E-MAIL:��(�,p� I{�„i. SIGNATURE NAME: � � �'G . TELEPHONE FAX: �%.� ; 7. E��iIBITS AND ATTACI-IMENTS:�SCOPE, WORK OR SERVICES�COMPENSATION �INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTI�R REFERENCED EXHIBITS O PROQF OF AUTHORTTY TO SIGN � UIRED LICENSE`S�,p PRIOR CONTRACT/AMENDMENTS �y, �i�/ RG�/D D�l� �2 ,�'"� ,r, ,,,. E. TERM: CONIMENCEMENT DATE: j,3�J� [X.� 1� D��� C�1vvIPLETION DATE: �C'��� p�lC. 7 I,� I cS 9. TOTAL COMPENSATION $�� �LL� �% irn �' X l►°Yl LU`Yl (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIIvIBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAxIlv1U1v1 DoLI,Ax nlvloUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: 0 CONTRACTOR O CITY � PURCHASING: PLEASE CHARGE TO: (� I' 1 I D�' O�'�"S� ���� '�� D 10. DOCUMENT/CONTRACT REVIEW I1vITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR � RISK MANAGEMENT (g' ApPL�C�LE) � LAW � i�'I�- ( /q'%� r � � e�}1, _ 11. COUNCIL APPROVAL (IF APPLICABLE) COMIvIITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: �� �I o� 12. CONTRACT SIGNATURE ROUTING ,.�SENT TO VENDORlCONTRACTOR DATE SENT: � 1� DATE REC'D: D� �� ?�I Z � ATTACH: SIGNATLTRE AUTHORIT'Y, 1NSURANCE CERTIFIC TE, ICENSES, EXHIBITS f8'LAW DEPARTMENT t�SIGNATORY (MAYOx Ox DIxECrox) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED I1�TITIAL / DATE SIGNED P �f y�12 ���„��Z AG# '�—���2 -- DATE SENT: q--1Z"I,2 COMMENTS: l�a.ww� � C�O�v►��¢. � Adw-o �'�..:�. as o� 2-� 8-�..013 . ADURO, INC 16700 NE 79TH STREET, SUITE 204 REDMOND, WA 98052 p: (866) 906-2433 � f: (425) 861-9749 � e: INFO@ADUROLIFECOM February 28, 2013 Dear Partners, Colleagues, and Friends, Today is a big day in Worksite Wellness' history. Today we become ADURO, Inc. ADURO, which is Latin for "ignite" or "kindle", is more than just a new name. This new brand represents our own unique culture of insanely passionate people who are committed to lighting a bit of a fire under yours. We've fielded a lot of questions about what this means to you, and it's simple. The official change comes in the form of changing our name from Worksite Wellness, LLC to ADURO, Inc and our corporate structure from an LLC to a corporation. Our ownership, executive management team, and our Tax ID number all remain the same. So why the change? As the ��rporate wellness market welcomes a growing number of new companies calling their solutions "worksite wellness" programs, it is time for us to set ourselves apart. First, we wanted to choose a name that reflects our values: 1. Bring Your Verve — We all have an "it" factor. Find it, bring it, and play to your strengths. We are all limited edition. 2. It Starts Inside — Health, motivation, new thinking and forward movement. Find your best thinking, act on it, and grow. 3. Deliver the Ne�ct Dream — Always be innovating. Begin with the end in mind. Be obsessed about the consumer. Ignite, then fan the fire. Second, we wanted a name that speaks to our desire and ability to add fire to the more standard, boring, and sterile wellness program approach. As we expand the wellness footprint to include personal and team productivity, gaming theory, social drivers, an open activity and app strategy, real-time biometrics, and intrinsic health and productivity coaching, we are ultimately committed to producing results. Third, we wanted a name that feels as strong as our commitments to you: • We are committed to driving engagement through culturaJly aligned programs. • We are committed to facilitating sustained behavior change through complete ecosystem management. • We are just as committed to keeping the healthy healthy, as we are to helping the sick get well. At this sentiment, we light up. In fact, it lights a fire under us, and we are excited to bring more of that fire to you. Healthy �� � � Dr. Darren White, CEO and chief strategist of ADURO, Inc. RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: �I,�i i'►1�'j �l`SL�{,Lr�QS 2. ORIGINATING STAFF PERSON: ��i.�'�1 �.� � �_ EXT: S�� 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): 1�\ ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) Q��S�� ` �t:� � `❑�UBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ���� 1�PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT �1 �❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG � ❑ REAL ESTATE DOCUMENT O SECURITY DOCUMENT (E.G. sorm x�a,�n vocv�TS> ❑ ORDINANCE ❑ CONTRACTAMENDMENT(AG#): a O'I�R 5. PROJECT NAME: 6. NAME OF CONTRACTOR: ADDRESS: � G (� E-MAIL: ���� SIGNATURE NAME: ❑ RESOLUTION ❑ INTERLOCAL � TELEPHONE FAX: y'� : TITLE �Fh 7. EXHIBITSANDATTACHIVIENTS:�SCOPE,WORKORSERVICES�COMPENSATION �INSURANCEREQUIREIvfENTS/CER'fIFICATE ❑ALL OTf�R REFERENCED EXHIBTf S ❑ PROOF OF AUTHORTI'Y TO SIGN ❑ UIRED LICENSES PRIOR CONTRAGT/AMENDMENTS �i�i RG�/� 08�z�2 .,.- E. TERM: CONIlVIENCEMENT DATE: �Z1'YI CX�+� I � a 1� COMPLETION DATE: �C��t'L r I.�'D ��j 9. TOTAL COMPENSATION $���L� C� 1�1�1 f i�-1 ►hYl Ll-►`Yl (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TTfLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: o�S ❑ xo ��s, Maxi� noLi.ax aMOUrrr: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR O CTTY ❑ PURCHASING: PLEASE CHARGE TO: (�ii I' I I D B' D�i' �" S� ID ' Z� ' t'�' � D 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED II�tITIAL / DATE t1PPROVED � PROJECT MANAGER ❑ DIRECTOR � RISK MANAGEMENT (�F APPL�C,e,BLE) �1 � LAW � — _ � Ir�' .�_ � a� 11. COUNCIL APPROVAL (IF APPL�C,�BLE) COMMTfTEE APPROVAL DATE: COUNCIL APPROVAL DATE: �% O)� 12. CONTRACT SIGNATURE ROUTING ,�SENT TO VENDOR/CONTRACTOR DATE SENT: 0 g ��►3 I� DATE REC�D: o� a�(� Z O ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, ICENSES, EXHIBITS �i,AW DEPARTMENT I�SIGNATORY (MaYOx Ox DmECTOR) � CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED CONINIENTS: INITIAL / DATE SIGNED �P����//l2 q-12-IZ q-�2�12 AG# � - I Z � DATE SENT: q��2"I,2 11/9 �� ``Federa I Wa 33325 8th Avenue South � Federal Way, WA 98Q03-6325 (253) 835-7000 www crtyoHederahway. com � _'_.'" __ nIT/ LJ A 1 I PROFESSIONAL SERVICES AGREEMENT FOR WELLNESS PROGRAM This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and WORKSITE WELLNESS, LLC, a Washington corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: WORKSITE WELLNESS, LLC CITY OF FEDERAL WAY: Brian Kostewicz Jean Stanley, HR Manager 16700 NE 79�' St, Suite 204 33325 8�' Ave. S. Redmond WA 98052 Federal Way, WA 98003-6325 425.558.5587 (telephone) (253) 835-2532 (telephone) 425.861.9749 (facsimile) (253) 835-2509 (facsimile) briank worksitewellness.net 'ean.stanle ci offederalwa .com The Parties agree as follows: l. TERM. The term of this Agreement shall commence upon the effective date of November 1, 2012 and sha11 continue unril the completion of the Work, but in any event no later than October 31, 2015 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Services"), 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 ninety (90) 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 Secrion 12; and such may result in ineligibility for further City agreements. 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 by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein sha11 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 payxnent of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. PROFESSIONAL SERVICES AGREEMENT - 2- 8/2012 ,.� �Federal Wa v r_'_'_ __ 33325 8th A�enue South Federel Way. WA 98003-6325 (253) 835-7000 www. ciryotfederalway com n ��i u w � � 4.2 Method of Pav�ent. 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. Payxnent shall be made on a monthly basis by the City only after the Services have been performed. After receipt and approval by the appropriate City representative of the voucher or invoice, payment of such voucher or invoice will be processed as follows: voucher or invoice received by the 8�' of the month will be processed for payment on the 15'� of the month; voucher or invoice received by the 23� of the month will be processed for payment on the last day of the month. 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-A�pronriation of Funds. If sufficient funds are not appropriated or altocated 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 a11 remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. � ,�_u1� , �, 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attomeys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, azbitrations, mediarions, 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, ticensees, or representarives; 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 jurisdicrion determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity thaf 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 axnount 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 negoriated this waiver. 5.3 Citv 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, azbitrations, mediarions, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalries expenses, attomey'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 ival. The provisions of this Section shall survive the expiration or terminarion of this Agreement with respect to any event occurring prior to such expiration or termination. PROFESSIONAL SERVICES AGREEMENT - 3- 8/2012 „���,,,,, �Federal Wa Y � ----- -- 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wvww atyofiederalway com nrr.i u e i � 6. INSURANCE. The Contractor agrees to cany insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $1,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claixn and $1,000,000 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 the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Addirional Insured. Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C” and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 'val. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. T'he 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 temunation of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the Ciry. PROFESSIONAL SERVICES AGREEMENT - 4- 8/2012 � �Federal Wa Y ` _'_'_ __ 33325 8th Avenue South Federel Way, WA 98003-6325 (253) 835-7000 www. aryotiederalway com r.�ri u w � � 9. BOOKS AND RECORDS. T'he Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representarive, 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 which may arise as an incident of employment. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protecrion 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 connecrion with the work. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services sha11 not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EOUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representarives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, 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 Rehabilitarion Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Intg�pretation and Modification. This Agreement, together with any attached E�chibits, 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 p�i�i���j�e�ai���e���c� act done b� either Party prior to the effective d�e12c�lt�ie Agreement ,.',,�.��.., �Federal Wa y 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www. c�ryoh`ederalway com 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 modifed 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 sha11 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 respecrive successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties 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 oprion 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, govemed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The term of this Agreement shall commence upon the effective date of November 1, 2012 and shall continue until the completion of the Work, but in any event no later tt�����1 �?O�R���gr����t� extended �or additional periods of time upongt�e��utual written ,.���,�.., �Federal 1Na y � agreement of the City and the Contractor. [Signature page follows] 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www atyoffederahaamay com ni�i u w i i IN WI1'NESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: .� . Skip Priest, Mayor 1 1, McNeilly, CMC DATE: —1 r I Z�{ L WORKSITE WELLNESS, LLC By: Printed Name: DARREN WHITE Title: CEO DATE: p/Z�'I I ZO� L Corporatc: APPROVED AS TO FO ity Attorney, Patricia A Ric6azdson City Clerk, Carol STATE OF WASHINGTON ) ) ss. COUNTY OF �, 1 Q, On this day pers nally appeazed before me �� � , to me known to be the �� O of ��'�e that executed the foregoing insmunent, and acknowledged the said inshument to be the free and voluntary act and dee of said cotporarion, for e uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this """z''' Eay of l7 i�l��%SI �. 20�2 n ,_ �r\\\�Nt11 Notary's signature" �+````���� � N�I�r�,`r, f Notary's printed name r ,, � �/ !�, �QT �/ ,�.*. '4Ps, �': ,; + • „ n�i i �� S �O � �� lieL�G � - � �����1-1��.. �C��� �"�h,,°.'� w a �'�r`"° � � Notary Public in My commission b. PROFESSIONAL SERVICES AGREEMENT - 7- 8/2012 , � �Fecleral Wa Y EXHIBIT "A" � � � . . � . • . ,� 33325 Sth Avenue South Federal Way, WA 98003-6325 (253)835-7000 www aryof%deraJwsy com �� This Statement of Work Number 1(tlris "SOW') is entered into as of the SOW Effective Date and is governed by the terttis of the Professional Services Agreement referenced above (the "PSA"). Tecros used herein and not defined will have the meaning set forth in the PSA. In the event of any conflict between this SOW and the tetms of the PSA, the terms of the PSA will govem. i. DeacripHon of Services & Deliverables. Service Provider will provide the following Services and fiunish the following Deliverables: � 1.2 Design and Implementation of Health Management Program: • Provide a CITY OF FEDERAL WAY custom-branded evidenced-based Wellness Initiative that is specifically designed to engage the employee popularion, to stimulate sustainable behavior change and to provide CITY OF FEDERAL WAY with aggegate data about the health and productivity of its workforce. • Provide ongoing consulting services to review and optimize the Wellness Initiative, keeping CI1'Y OF FEDERAL WAY curnnt on best-practices Health and Wellness strategies and maintaining CITY OF FEDERAL WAY's leadership position in healt6, productivity and employee engagement. • Assignment of Wellness I,eader to CITY OF FEDERAL WAY. This person will be specifically assigned to deliver Status Reports and to oversee the Wellness Initiative. • Implementation Meeting with CITY OF FEDERAL WAY's Wetlness team to perfocm complete discovery of current resources that can be integrated. Tiris meeting will result in a blueprint for CI1'Y OF FEDERAL WAY's Wellness Initiative. • Periodic Challenges / Health Focus Initiatives. Collateral printed material will be shipped 2 weeks prior to start of new Challenge/ Focus. Online Wellness Product Suite • Provide a CITI' OF FEDERAL WAY-branded version of the Online Wellness Product Suite to CITY OF FEDERAL WAY. This includes the following Well-Being Assessment Life Areas: o Health Risk Assessment, incocporating Actualization, Emotional, Physical, Capacity for Change, Work and Health Riak life azeas. o My Results, including all well-being content o My Plan,including goalsetting and tracking feahues o Mobile versions of goal setting and tracking features o My Joumal, including private and secure jourualing o Community fon►ms and peer-to-peer support features o Company and Peer-to-Peer Challenge features o Targeted communication features • Aggregate employer reporting feapues and related "dashboazd" functionality, including Executive Summary, Health, Productivity and Well-Being and Detail sections • Incentive management system and required data interfaces with City of Federal Way's designated benefit administrator parmers to fulfill the incentive awards. PROFESSIONAL SERVICES AGREEMENT - 7- 8/2012 ,.� �Federal Wa Y � --- 1.3 Health Screenings 1.A 1.5 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253)835-7000 wwwcrtyoffsderalwey com niTV u � � i • Annual onsite biometric testing with optional integrated Wellness Fair at mutually agreed to locations. These tesis include; Active Lifestyle Heart Rate, Blood Pressure, Body Composition, Glucose, Blood HDL/LDL/Total Cholesterol, BMI, Balance and Posture along with any other tests CI1'Y OF FEDERAL WAY selects from our suite of Biometric Services. • All onsite biometric testing includes a comprehensive teachable moment by Worksite Wellness irained and certified professionals. Onsite Wellness Leader to manage persons testing with unusually lugh results. • Online scheduling functionality to project and manage screening participarion. • Home based biometric test kits where relevant. These tests can be ordered online, ordered by phone or stored on location. • Biometric screening data to be uploaded into the online wellness product suite for aggegate reports. Wellness Coaching Support • Unlimited inbound employee access to certified health coach via telephone, email and instant message. Ongoing Account Management • Status Reoorts. Worksite Wellness will provide the CITY OF FEDERAL WAY project manager with monthly status reports �at include a summary of work perfonned, current running total of all costs and expenses to date, status of Deliverables, and any issues, concems, problems, etc. with respect to the Services or Deliverables. • Quarterly Review of Dashboard Reports and program overview. Worksite Wellness will pmvide quarterly onsite Dashboard Review of data and make any necessary recommended program changes. • Periodic Weliness Focus / Challenge. Worksite Wellness will implement wellness / social / environmental challenges tluo�ghout the yeaz on a monthly, quarterly, or any other time period CITl' OF FEDERAL WAY decides. 2. Scheduk for Performsnce. Service Provider will complete the Services and fiunish the Deliverables in accordance with a schedule to be formulated with ffie City's HR Deparhnent and Wellness Committee, but in no event later than November 15, 2012. Service Provider Personnel. The Services will be perforrned only by the following Service Provider PeisonneL• C�:l� Account Director Julie Lane Service Provider Remit To Addreas. All payments made to Service Provider will be made to the address set forth in this SOW unless otherwise indicated here: 6. Contact Persons. In all matters affecting Service Provider's performance under tlus SOW, the parties will deal with each other only through the contact peisons listed above. Either party may change its contact person by providing written notice to the other. PROFESSIONAL SERVICES AGREEMENT - 9- 8/2012 � �Federal Wa Y � ----- -- Payment. EXHIBIT "B" 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253)835-7000 www atyoffederahvay com n�TV u e i � CITY OF FEDERAL WAY shall pay a one-time setup fee equal of $2,500.00. The Set Up Fee will be invoiced by Worksite Wellness upon the signing of this agreement. Worksite Wellness will invoice and CITY OF FEDERAL WAY wip pay Worksite Wellness a fixed fee of $ 3.50 per Eligible Employee per month C`PEPM'7 for the Online Services set forth in tivs SOW, and in yeaz two, an additional fixed fee of $0.60 PEPM for the Health and Performance Coaching Services set forth in Wis SOVJ (collectively, the "Fixed Fee"), in addition to a$225 per occurrence fail appeal case rate that results in a healthy altemative being set, and a$15 per fail appeal call, both applying once annually per participant. The Fixed Fee will be invoiced by Worksite Weqness on a monthly basis at the end of each month, while the appesUfail charges will be billed on a per occuaence basis, monthly in arrears. In addi6on, CI1'Y OF FEDERAL WAY may elect to make the Services available to spouses/domesric partners at the same $3.50 per person per month ("PPPM") monthly fixed rates, but the fee will only be charged for spouses/ domestic paRners who create an online account and complete the annual Health Risk Assessment. CTI'Y OF FEDERAL WAY will pay $45.00 per onsite biometric screening of an Eligible Employee ("Onsite Screening Fee") when performed at CITY OF FEDERAL WAY's request ("Onsite Screening"). Within one (1) day after completion of the Onsite Screening, Worksite Wellness will iuvoice Client for 100% of the Onsite Screening Fee based on the actual number of Eligible Employees that participated. Invoices received by We 8'" of the month will be processed for payment on the 15'" of the month; invoices received by the 23ro of the month will be processed for payment on the last day of the month. CITY OF FEDERAL WAY will pay $55.00 for each home test kit screening ordered by CITY OF FEDERAL WAY and when slupped by Worksite Wellness. Worksite Wellness will invoice CITY OF FEDERAL WAY monthly in arrears, based on the number of test kits actually shipped in the imwediately preceding month. Following receipt from Worksite Wellness, CIT'Y OF FEDERAL WAY will pay each undisputed invoice as follows: invoices received by the 8'� of the month wip be pmcessed for payment on the 15� of the month; invoices received by the 23'� of the month will be processed for payment on the last day of the month. Completion of milestones will be determined by Company in its sole and reasonable discretion. Secvice Provider is not entiUed to payment based upon billable hours or on any basis other than as set forth herein. Maxunum amount payable annually for all services is $50,000. PROFESSIONAL SERVICES AGREEMENT - 9- 8/2012 ....�.-- - -- - � _ _ . ._ ...., .....-s..,...�.. . � �..ivv��rt�rti.r` �f:3Ct12{�"12 . :" TNIS C�F�TIFEGATE I5 1"�Si1�C! A5 A fWalolTl'ER �F IN�+G?RMATIC)td �,}NLY �kN�J C�NFEFt� MCi Ri.�".�MT� UPC}k T}IE CERTIRt�AT� HGILD�R, 7H1�'r ' CE€t'CIF[�ATE C7C)� N�'?i A�F'IFiliVl+4:`iIYELY 1�12 N�G,t�T11�'E1.Y �,Ni�tJQ, EXT�Nl7 QFt ALTEF2 TW� Ci}'u'@f@A�E AFF�IR�LC} B1C TN� pl'�LI�I�S BEL�1ifJ, 7HtS ��1�iI�I1�AT� i�P IN91JR11NCE' C1p�5 NAT �4N�TIfi417E A C4�ITRACT �ETWE�N TH� i��UIN� Ii�SUFt6R(B�, AUTHCaR1�E�i '�'�PR���NTAT6VE pFi FFttlCltJGE�, ANI� TME G�RTIFJCA,i'E H+aLU�R. IMPARTA�#T� If th� �cercFFic�te hcslder i� a�n p�DD!?`I{SNAL !�lSU�Ea, th� p�lia}r(Ia�J rnuat b�a sndq�rs�. 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IHBFR$E -!P� EkNN. � : ��.;����`� ` UTY OF � Federal Way BUSINESS REGISTRATION License Number 20-12-104095-00-BL Non-Resident Business Registered: WORKSITE WELLNESS LLC 16700 NE 79TH ST Suite204 REDMOND, WA 98052 Cate�orv: 7300 - Business Services Ezaires:l2/31/2012 Conditions: This license is non-transferable. Please notify the City Clerk's office of any change in your business such as a new location or business name. �����������,,� ��```� �EDERA'''�� O " ''••! ,�, •' '� � _ � � �pRPORAiE :�.� = _ U : ""� _ ' SEAL : _ � :,.� o • � '� �� ,9� � ` •,��lyqSHiNGtO`�� This certifies that the above entity has been issued the registration or license listed. Citv nf FedPral Wav _ i.icencinv FF.nF.R Ai. WAY W A QR00� �, ` DARREN WHITE & TONI A BEST WORKSITE WELLNESS LLC 16700 NE 79TH ST SUITE 204 REDMOND WA 98052 �i � �� • t / City Clerk, City of Federal Way