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AG 13-156 RETURN TO: Tim. 0/_n C 814 EXT: q/a CITY OF FED RAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: d . .Ay U r ORIGINATING STAFF PERSON: 7yY1 c jOhnSQK] EXT: pC`7 la 3. DATE REQ.BY: TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT OFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG O REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE 0 RESOLUTION CONTRACT AMENDMENT(AG#): /a-I5t ❑ INTERLOCAL ❑ OTHER . PROJECT NAME: 7 U4'/ffl PJ eb/Vte Si/f 8V t U i4L Jn NAME OF CONTRACTOR: E*".e. l ,Q id1GL ILEPHONEaOIp-3S2/1-7�D f ADDRESS: (' / . g�_ / , �"P E-MAIL: P.jn , Qc, . /r1 ^5'77- 1 SIGNATURE NAME: f WL tegMfber TITLE £-0 EXHIBITS AND ATTACHMENTS:0 SCOPE,WORK OR SERVICES X COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE 0 ALL OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: g /7 aCOMPLETIONDATE: 7--3/ - /G} TOTAL COMPENSATION$ (/1d ' h 3, 2 LtO.00 ^ 426; 'p '• 5V (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 0 YES 0 NO IF YES,$ PAID BY:0 CONTRACTOR 0 CITY RETAINAGE: RETAINAGE AMOUNT: 0 RETAINAGE AGREEMENT(SEE CONTRACT) OR 0 RETAINAGE BOND PROVIDE 'ti! PURCHASING: PLEASE CHARGE TO: /09 -40 -000 -557-3/ -1-1/ L-T,I- 8 & 6T 0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED_ INITIAL/DATE APPROVED O PROJECT MANAGER ❑ DIRECTOR O RISK MANAGEMENT (IF APPLICABLE) )(LAW 1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL P.PPRO\';L DATE. 2. CONTRACT SIGNATURE ROUTING X_SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: IP(I S' 9 O ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS O CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DATE SIGNED LAW DEPARTMENT r ( E , . SIGNATORY(MAYOR OR DIRECTOR) ' !� 1. " CITY CLERK ier ti ASSIGNED AG# AG# SIGNED COPY RETURNED DATE SENT: KWH 'OMMENTS7 1/�f11R CITY of CITY HALL "*... Fe d e ra I Way 33325 8th Avenue South Federal Way.WA 98003003 -6325 (253) 835-7000 www cityoffederalway corn AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT FOR DEVELOPMENT OF TOURISM WEBSITE This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Efelle Media, 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 Development and Maintenance of Tourism Website("Agreement")dated effective August 2,2013, as amended by Amendment No.1 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 July 31, 2019 ("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-2,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 . libi, CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way.WA 98003-6325 (253) 835-7000 www cayoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDE: A L WAY: ATTEST: By: 41P/ Jim Fe 1, . ayo to h ie Courtney, CMC, Ci ii; k DATE: C1l � i APPROVED AS TO FORM: 8NP-C-I)AC J. Ryan Call, City Attorney EFELLE MEDIA, INC.: By: �� F :, eb art, CEO Date: ( < % STATE OF WASHINGTON ) ) ss. COUNTY OF vi ki ) On this day personally appeared before me Fred Lebhart, to me known to be the CEO of Efelle Media, Inc. 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 A , 20a. _� M X11 Notary's signature 7 I .'l ..1 r a ' d_: � Notary's printed name +_I il ,a il'�2 G: z of N• ary 'ub 'n and for the State.of Washington. 22 44% ' �,�+� O % My •• miss • expires ) I� 11i . u� �,�= i'"I ,�9,`` �` a'1-- nc1NP' ._- AMENDMENT -2 - 3/2017 Alk CITY OF CITY HALL ' ._. Feder Fe d e ra I WayF8th Avenue South ederalWay WA 98003-6325 (253) 835-7000 www crtyofederaiway corn EXHIBIT B-2 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services,the City shall pay the Contractor an additional amount not to exceed Three Thousand Two Hundred Forty and No/100 Dollars ($3,240.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Twenty-Five Thousand Nine Hundred Twenty-Six and 50/100 Dollars ($25,926.50). 2. Method of Compensation: In consideration of the Contractor performing the Services,the City agrees to pay the Contractor the monthly amount not to exceed One Hundred Thirty-Five and No/100 Dollars ($135.00). AMENDMENT - 3 - 3/2017 ` CITY OF .4.- -- Federal Way 33325 8th Avenue South, Federal Way, WA 98003 ❑New VendorUpdate Form To add your business to our vendor file,or update information. Ple se complete this form and mail or fax it to the address/fax number below. Business Information (For office use only)VN#: Business Name: Efelle creative Contact Name: Fred Lebhart Location Address: 901 Fifth Ave.Suite 1950 Seattle,WA 98164 Mailing Address(if different): Phone#: (206)384-4909 (206)577-2330 E-Mail: fl@efellemedia.com Business Type(Please Check One) Corporation ❑ 27-4675122 Federal ID#(9 digits) Partnership 0 - - - - - - - - Federal ID#(9 digits) 1 Government Agency El - - - - - - - - Federal ID#(9 digits) Non-Profit 0 - - - - - - - - Federal ID#(9 digits) Sole Proprietor ❑ - - - - - - - - Federal ID#(9 digits)or Social Security Number What is the official name registered with the I.R.S.for the above number? Efelle media,inc If you are not a corporation,is your Business subject to 1099 reporting? 0 Yes ❑No State of Washington U.B.I.# 603-081-510 Federal Way Business License#: I Will you provide supplies or services to the City of Federal Way? El Supplies X Services City of Federal Way Staff/Depai tnient Contact Name: Tim Johnson ) / I Signature(US Person including a / Date: US resident alien) Z' '��' c I cII I For information call: 253.835.2525 or Fax:253.835.2509 or E-mail:Accountspayable@cityoffederalway.com I I RETURN TO: L lei / exi e,1Ga Q EXT: 4/ D 3 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING 2. ORIGINATING 4. TYPE ❑ CONTRACTOR ❑ PUBLIC ❑ PROFESSIONAL ❑ GOODS ❑ REAL ❑ ORDINANCE (CONTRACT ❑ OTHER 5. PROJECT 6. NAME 7. EXHIBITS 8. TERM: 9. TOTAL REIMBURSABLE IS SALES CITY ❑ PURCHASING: 10. DOCUMENT ❑ P C+I XJIRECTOR ❑ RISK y LAW 11. COUNCIL 12. CONTRACT X SENT y ATTACH: ;.LAW CHIEF jir SIGNATORY ❑ CITY ❑ ASSIGNED ❑ SIGNED COMMENTS: 1 L-u t DEPT. /DIV: 6 c /'/VOm /6 D a 61- PXnENT STAFF PERSON: -%-//l% jej/N.51W /i./ EXT: 02 J/a 3. DATE REQ. BY: 19519? OF DOCUMENT (CHECK ONE): SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) _ ❑ RESOLUTION AMENDMENT (AG #): 1 3 -156, ❑ INTERLOCAL NAME: -7-0 u R 15 in lv B? /7-6- 5cr'a p Ofe T igg vi e 6- OF CONTRACTOR: 6 `FLEE in 6. /) /Ig c /BL/dc� ADDRESS: % / W v2ncI Avt 5 u! Te J0 -75 Sgi4ITi4 wA TELEPHONE aOL, -,3gY -t/`1D'� E -MAIL: •. 0 t' f P Il e en ' t � /'ct', r _ t 2 r v l j FAX: ,;1OU, - 57 7 -& .3 3 I) SIGNATURE NAME: FR 6 D L. eB Hi? r TITLE AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES X COMPENSATION NSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS COMMENCEMENT DATE: /v1 14:7-1-11t G c'X e eu T 10 N COMPLETION DATE: J Li L'/ 3 l , 07011 COMPENSATION $ NOT TO EXte6i ' , d� (t,8G �QINCLUDE EXPENSES AND SALES TAX, IFANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ PLEASE CHARGE TO: /0 9' /So© '/'t) ->5 7 -3/ "''%/1 4r n- e. if uot r /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED JECT MANAGER • . ", ' 10/13 i 5 I MANAGEMENT (IF APPLICABLE) I 'ate C. OA I I< 41( 1r APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: SIGNATURE ROUTING TO VENDOR/CONTRACTOR D A T E SENT: 9 / I ' 15 DATE REC'D: 101 / 3 0- SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED DEPARTMENT I 1 ��, S OF STAFF /l�%i},Y 1 ; (MAYOR OR DIRECTOR) Argil/ CLERK ' /0 10 -1 AG# AG# 1 - 15 fa, COPY RETURNED DATE SENT: 1 bj!2 //5 Jo 49-b to r4- .kit t et eQt . z la. - t ditettii .- DOS 1 C //:3 b5 11/9 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwv. cityoffederalway. com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR DEVELOPMENT OF TOURISM WEBSITE This Amendment ( "Amendment No. 1 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Efelle Media, 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 Development and Maintenance of Tourism Website ( "Agreement ") dated effective August 2, 2013, 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 July 31, 2017 ( "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 -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 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. AMENDMENT [Signature page follows] 1 1/2015 4.1/4 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY EFELLE MEDIA By: DATE: ed Lebhart, (o1 cc l IZo1S� STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) ATTEST: lerk, Stephanie Co � y, CMC APPROVED AS TO FORM: City Attorney, Amy Jo Pearsall On this day personally appeared before me Fred Lebhart, to me known to be the CEO of Efelle Media 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 day of Notary's signature Notary's printed name Notary Public in and for State of Washington. My commission expires \\\\\& Notary Pubfly State of Washington JAMES JIN HONG MY COMMISSION EXPIRES October 28, 2016 AMENDMENT - 2 - 1/2015 4'%4 Pecferal Way EXHIBIT B -1 ADDITIONAL COMPENSATION 1. Total Compensation: CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www atyoffederaiway corn In return for the additional monthly Services during the extended term, the City shall pay the Contractor an additional amount not to exceed Three Thousand Two Hundred Forty and No /100 Dollars ($3,240.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Twenty -two Thousand Six Hundred Eighty -six and 50 /100 Dollars ($22,686.50). 2. Method of Compensation: In consideration for the additional monthly Services, the City shall pay Contractor the monthly amount not to exceed One Hundred Thirty Five and No /100 Dollars ($135.00). AMENDMENT 3 - 1/2015 Policy Number:605095991 Date Entered:09 /24/2015 ACCRO® Al...---- CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD /YYYY) 9/24/2015 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 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 Meikle Insurance Agency, Inc. 20315 19th Ave. NE Shoreline, WA 98155 CONTACT NAME: (A/C No. Ext): (206) 315 -0215 FAX No): (206) 701 -9189 E -MAIL ason @meikleinsurance. com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Truck Insurance Exchange COMMERCIAL GENERAL LIABILITY INSURED Efelle Media InC 719 2nd Ave Ste 1075 Seattle, WA 98104 INSURER B : 605095991 INSURER C : 4/19/2016 INSURER D : $2,000,000 INSURER E : 75 000 $ r INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MMIDDIYYYY) LIMITS A COMMERCIAL GENERAL LIABILITY 605095991 4/19/2015 4/19/2016 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED PREMISES(Eaoccurrence) 75 000 $ r CLAIMS -MADE F' OCCUR MED EXP (Any one person) $5,000 PERSONAL & ADV INJURY $ 2, 000, 000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- PRO- PER: LOC PRODUCTS - COMP /OP AGG $ 2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS X 605095991 4/19/2015 3/19/2016 COMBINED SINGLE LIMIT (Ea accident) $2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER/EXECUTIVE OFFICER /MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below / N N / A PER STATUTE OTH- 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 is listed as additional insured. CERTIFICATE HOLDER CANCELLATION City of Federal Way 3325 8th Ave S Federal Way WA 98003 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE /j/} lAr ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Produced using Forms Boss Plus software. www.FormsBoss.com; Impressive Publishing 800 - 208 -1977 .Corporations: Registration Detail Page 1 of 1 EFELLE MEDIA, INC UBI Number 603081510 Category REG Profit /Nonprofit Profit Active /Inactive Active State Of Incorporation WA WA Filing Date 12/30/2010 Expiration Date 12/31/2015 Inactive Date Duration Perpetual Registered Agent Information Agent Name CHRISTOPHER S BEER Address 2033 6TH AVE STE 350 City SEATTLE State WA ZIP 98121 Special Address Information Address 2311 N 45TH ST #365 City SEATTLE State WA Zip 98103 Governing Persons Title Name Address Director DE LEEUW , CORNELIS 800 5TH AVE #101 -200 SEATTLE , WA 98104 President,Secretary,Director LEBHART, FRED 800 5TH AVE #101 -200 SEATTLE , WA 98104 Vice President,Treasurer,Chairman APPLICABLE , NOT 800 5TH AVE #101 -200 SEATTLE , WA 98104 http: / /www.sos.wa.gov /corps /search_detail.aspx ?ubi = 603081510 8/27/2015 RETURN TO: ''atrick Doherty EXT: 2612 � CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: COMMUNITY AND ECONOMIC DEVELAPMENT 2. ORIGINATING STAFF PERSON: PwTx[Cx noxER�r EXT: 2612 3. DATE REQ. BY: 7/29/13 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONfRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT X PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT � GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.c. soxn �i.a'rEn noccn�rrrs) ❑ ORDINANCE ❑ RESOLUTION � CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER S. PROJECT NAME: TOURISM WEBSITE DEVEIAPMENT AND SUPPORT SERVICES 6. NAME OF CONTRACTOR: �L1.E MEnt,� ADDRESS: 719 2"d Ave Suite 1075, Seattle 98104 TELEPHONE 206-384-4909 E-MAIL: �EFELLEMEDIA COM FAX:_ ZOC)-577-2330 SIGNATURE NAME: FRED LEBHART TTTLE FOUNDER �. EXHIBTTS AND ATTACHMENTS: X SCOPE, WORK OR SERVICES X COMPENSATION ❑ INSURANCE REQUIREMEM'S/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBiTS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: NOW COMPLETION DATE: �ettJULY 2015 � S I' � S 9. TOTAL COMPENSATION $� I�� �`� (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY R CHARGE - ATTACH SCHEDULES OF EMPLOYEES TTCLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YE X No IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CTfY ❑ PURCHASING: PLEASE CHARGE TO: ,_LTAC Budget �� I�G �U' UC�' �"�J% " 3�� 4� I 10. DOCUMENT/CONTRACT REVIEW �PROJECT MANAGER DIRECTOR "_'�RISKMANAGEMENT (�,�rP[.tcnsr.�) LAW 11. COUNCILAPPROVAL(�F,�PLIC�LE) II�iITIAL / DATE REVIEWED I1�TITIAL / DATE APPROVED : ����� COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SEN'T: '�"�I %� DATE REC'D: �'��' l�_ ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS —� LAW DEPARTMENT --� SIGNATORY (MnYOR ott n[1�CTO[t) ❑ c�� cLExx ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: �dt �- •2• AG# I3 "' 1GJ�.D DATE SENT: Qh • � "I � � 1/9 ` CITY OF CITY HALL ,:�..., Fe d e ra I Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www! atyoffederalway.com PROFESSIONAL SERVICES AGREEMENT FOR DEVELOPMENT OF TOURISM WEBSITE This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and EFELLE MEDIA, a Washington corporation ("Contractor"). The City and Contractor (toget�er "Parties'� are located and do business at the below addresses which shall be valid for any notice required under this Agreement: efelle media: Fred Lebhart 719 2"� Ave, Suite 1075 206-384-4909 (telephone) 206-577-2330 (facsimile) �efellennedia.com The Parties agree as follows: CITY OF FEDERAL WAY: Patrick Doherty 33325 8�' Ave. S. Federal Way, WA 98003-6325 (253) 835-2612 (telephone) (253) 835-2609 (facsimile) 1. T�,. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than July 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 Exlubit "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. T��„'�I_,,,�N. 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; and such may result in ineligibility for further City agreements. - � i��.' � � _. � _�� 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 shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1- 9/2012 ` CITY OF �;, Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 w�rvw cityoffederahvay com 4.2 Method of Pavment. The Contractor shall submit vouchers or invoices in the fortn specified by the City, including a description of what Services have been performed, the name(s) 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 by the City only after the itemized Services have been performed and at the City's next available check issuance date after 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-Apnropriation 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 curnent 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. 1�. _I _ �._ �. � ;_ � 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 volunt�rs 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 sha11 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 beneft acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 Citv Indemniiication. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub-contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or terniination of this Agreement with respect to any event occurring prior to such expiration or termination. PROFESSIONAL SERVICES AGREEMENT - 2- 9/2012 CITY OF �., Federal CITY HALL W�� 33325 8th Avenue South Federai Way, WA 98003-6325 (253) 835-7000 www. atyoffederolway. com 6. INS� RT ,A�TCE. 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. Mininnum 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 claim 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 Lia�ility. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City� shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured. Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. ��,?�,�ENTIALITY, All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confdential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for imxnediate termination. All records submitted by the City to the Contractor will be safe�uarded 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. W„_OR_K,�,Q��IUCT: All originals and copies of work product, inckiding plans, sketches, layouts, designs, design specifications, reoords, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or temunation 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. �,QO,�, �,��,URDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant PROFESSIONAL SERVICES AGREEMENT - 3- 9/2012 ` UTY OF , ',�,,,�.., Federal CITY HALL way 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www ciryoffederaJway. com 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 CONTRA.C„ TOR. 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 necess,ary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and sha11 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 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. CO�F ,�ICT Q�,�1T�'.J��T. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. �,Q,U„� .f,�P�Q�T T�� EMPL(,�YER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. i _..�I_.;_; ' �. � � �.._ 13.1 I�terpretation 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 couvenience of reference only and shaIl 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 provisivn hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or PROFESSIONAL SERVICES AGREEMENT - 4- 9/2012 ` CITY OF ,;� Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cityoffederalway. com 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 �vith 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 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. T'his 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 pazty 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 attomey'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 acknowledgnnent 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 atl signature and acknowledgment pages. The date upon which tlie last of aIl o� the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5- 9/2012 CITY OF ,�.. Federal CITY HALL W�� 33325 8th Avenue South Federal Way, WA 980Q3-6325 (253) 835-7000 www. c�lyolfeaer�,nvay. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: .- � ' Skip Priest, ayor City Clerk, �aroi McNeill , MC DATE: __ �� Z / Zo /� ef€llc media $y: Primed x arc Title: Fo d • DATE: � � � I �! STATE OF WASHINGTON ) ) ss. COUNTY OF I�� APPROYED AS TO FORM: � Gity Attorney, Patrtcia A Richardson On tf 's da personally appeared before me �� LP��'j�'('' f' , to me known to be the ��_ of �'L � �G �A- that executed ihe foregQing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corlmration, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute ssid instrument and that the seal affixed, if any, is the corporate seal of said corporation. C�!'��l � �'-,�T,�` � ��_� � 8 G�t� � `09-1 A �"� i,� � ', � ' ! M u w ►aM *� �� m�s ��' aay of � 2a1?. . Notary's signature Notary's printed name eV i2J Notary Public in and for the Sta� o�✓ � ngtan. My commission expires �16 �� � PRO�ESSIONAL SERVICES AGREEMENT - 6- 9/2�12 CITY OF �..., Federal Way 1. CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9T18 (253}835-7000 www. cityoflederahvny. com EXHIBIT "A" SERVICES The Contractor shall provide the following services shall be provided related to development of the website over an 8- to 11-week period commencing upon contract execution: 8 PROJMNG Proiect Manapement, per hax Z95.00 �760.00 Specification creafion, team planning 8 asset management Sched�le client meetings, trock project, keep clieM updated 32 U1t�EStGN PratNum WebSite De�tn, per tuxx (2 dssi�n 8. 3 rounds of re�cxul Fr�h. t�w website desiqn DatkaAe, desfqnad with dient input Oediceted P�fessianai �aphic desipn team lnciudes up to 8 hours oi standard content fnonsfer 80 WEBDEV WebSite Uevelopment, per hour Convert website design into fuliy-funcfloning website Built with Organic Search Engine Optirrdzation techiniques Quality assurance (QA) tasting 1 FUStONGMS �usionCNiS Website Contont Martageme►r�t 1 CHMBRFSN i ESCHEDUL� 1 BLOGMOD i �CFUSIdN' i GALLERY i STAFFMQD 2. Managemant of a� website componenis from a single dashboard Website content editing 8. canhoi, in reai flme rn-dasn stafistica( caporting and activity log ChamberFusion Ortline Member Mana�ement, with buiit-in SEO Busi�ess directory and enhanced member profile pages Complete repofing rradule with member 8 cateqory analytics Mcludes 'Tocat eniry" for memberlog-ins and seit-management e5chedvie OMtne Scfiedu�ng Module Marw�lement of Euents for Disdav online (i� res7�slration) BLOG Moduls for FusionCMS, with built-in SEO Add, Edit arxi Remove BLOG categories, tags 8, posts for �splay on website Irtciudes motching cusiom webpoge design to display biogs (category/detail) ModFu�on Onli�r Newsietter Module Eos�iY cr+s�te ond send tvrpetted email news{etfers Reai-tirr� stofisticai reporttn� on delivery and actions lnciud�s custom email ciesi�7n to match website Photo Galiery Module for FusionCMS Add, edit, delete, and store images and ga{leries for dlsplay on website Staff Nlodule, for fusionCMSs with buitt-in SEO Add, Edit ond Remorre Staff Profttes for dFsplay on wetntte indudes mafcfung custom webpoge design ta display profdes ;1 " .00 S�:OQtkOQ' , �125.00 �10.000.00 i�"I,?S(�.00" SI.250.00 �750.Od ' �750.00 �0.00 �500.00 a.5W.00 . . . ■�� � . � � � � . . t l� i� 1Y1�'t��t'l�'�41'�:.� The Contractor shall provide the following on-going services related to serving, hosting and maintaining the website: • ChamberFusion and other FusionCMS Module Licensing, Database Management and Support • MailFusion licensing and bandwidth (default package up to 2,500 emails/month; additional bandwidth available at City's discretion at rate of 1,000 additional emails/month for additional monthly fee of $20) • Maintenance Package (including free system updates) and Server Management • 24/7 Support (online support ticket, telephone and email support) • Real-time Website Statistics PROFESSIONAL SERVICES AGREEMENT - 7- 9/2012 CITY OF �,., Federal CITY HALL W�� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253} 835-7000 www! cityofiederatwny. com EXHIBIT KB" COMPENSATION 1. Total Compensation: In consideration for the Services described in Exhibit A(1), the City shall pay the Contractor an amount not to exceed Sixteen Thousand Four Hundred Seventy-Six and 50/100 Dollars ($16,476.50). In consideration for monthly Services described in Exhibit A(2), the City shall pay Contractor the monthly amount not to exceed One Hundred Thirty-Five and No/100 Dollars ($135.00), starting once the website is complete and functional, estimated to be as of October 1, 2013. Total compensation during the term for Services rendered shall not exceed Nineteen Thousand Four Hundred Forty-Six and 50/100 Dollars ($19,446.50). 2. Method of Compensation: In consideration of the Contractor performing the Services described in Exhibit A(1), the City agrees to pay the Contractor the amounts calculated on the basis of the fiourly labor charge rates and unit charge rates outlined in Exhibit A(1). In consideration for monthly Services described in Exhibit A(2), the City shall pay Contractor the monthly amount not to exceed One Hundred Thirty-Five and No/100 Dollars ($135.00). PROFESSIONAL SERVICES AGREEMENT - 8- 9/2012 (For office use on � FWBL # 20- - _gl, BUSINESS LICENSE APPLICATION �ewAppiicatton ❑Update ApplicationiAddress Change oFed!� w.y a��ne� O�ts�ale Conbactor OHome Occup�tlon vre��ry � SEC'RON A— Busine�s Information - pt�sss ca� ��r,�,mairc«,. Buainess Neme j WA Sta �� �( 00 � 770ij �� t� �+V��C �'t0.. B u s i n e s s A d d r e aa ( S t roe t/ Su i�# - F� s ic a l Loca ) Are you nti occupy�g tMs address ss oNe � Z+r-�� e � � ,� l���j �� �L-�-i Q, smfe z���,� 9usineas Rnone #: M inq Addreas CitY Sta Zip Bu aac �: � 5"f�- �v�' �# f 0 i- ��?��-� u1lf� �`�'( 2D6 23� Ernaii Addre Emptoyees in Fedenl W do not include ,(�o� _`������(,��G2 • �.�-t� # FuUTime # O PartTime Y��i Is �►ere Liquor served on �e premise? OYea �INo Is tl�ere Cambling acWritles? OYes No State Ll or Lioense # State Ciamt� Ucense # � SBCTION B— Descriptlon of Business — dbrtcribe in detsll �urba�riri... sc�� -r�a��► whkh ca - netd w�hc/�ss/e c�r servkes. t�� ��� �:�' � � �`�.�.. �- �2� �1t'� � � {'�f'�t�. � r'o�.��s�a� �~vir� �q,�,� �,�.,,"� SECTfON G— Bu8lness Ov�rnership -anacn add�a�,�t�s �r,,.ce.,a,y, 9 OSott P br EZPa�hersh OUroited Liabi ONon-Proft OE�her �+Y N� t y+n�,( �i As stered wl� WA Sta�s �'�'t (�1 Num of Owners, Par�ers, Data Business began � �� �. or C te CMicen: �'�...- or wiR beain_ ��i ���` � � � he Ad�'ess (8trestlPO Box, ihr, State, Z�3� S� ��► �- • � �� r�e: �:��� ^ c ne Address (S1roeUP0 Box, City, State, , .i6t'� li��ti-t �t C� rc�►n- 3ECTIQtd D— Business Location - so�e �pro rmib. Please cartact the Cortan�ur Devel e� co u King Camty Pa�cN #: y� ' Buitding: OSingle Tenant FloorSpace U d OMu1�Tenant forBusines . Ft. : Doe� lw�ng/prerraae have -- - Yes. monitored by: GP G3v C 6 `L! �b l�� Telephone Number: % Owne l T o.: �- rts to your business may requirs s�s�te +sr at f2531 a35-260T tor more Informaion. �C�q tenant &ttprovementa? OYes ONci N�e of Businesa Cenbr (itandica! no.: SECTION E- Hazardous Materials - Requir�ed by the City of Federal Way and Fire Does your faci�iy cuRenUy report to ihe Fedewal Way Fire D�hnent under Sara Title III? vYes Does your faci�ty cuRenuy use or store nammar�e m r�a�s? uYes uno If es, ase list. What types of hazarcbus materials �d /or are used, stored, handled, procesaed, or generated by your business? if addiitional space'is needed, ase attach a separaia sheet(s) of paper. m�ty{in g�lons) of ihe a va substance is storod on si�s at any �ven �me'r � consumer commo '' s tbr houaeh old use packaged in quanBtles of lesa �� five (5) g�ions) SECTION t3— Temporary Business Activltj/yTemponry Licsnse: an �arrred �o� a� sps��c neHod. snd an not b� axceed 90 davs in a csls�dsr va��'y� *'Piass� ptov� rrap ot a�dstrae�want wtN take �aae at I'"'slgne�! corisent or rrop�rty vamer �s n�nrw �a atta�t+ sac�lons� psperworfc it ry��ssNy"• approvol. Copy of leese agaar�nt is ecceptable'"' � 3ECTION H — SIC3NATURES I(Mrt) ifi� undersigned, deciare undsr dts penafties ot per�ry �d the daMN aT a Iberae or revoaation ot etr�l qcM�se grarrtad, that I(wej �m (are) the aPpqca�t(s) or authorized ropresentetive(s) of th� flrn� meking this �aadon and th� the answ�rs contalned, Inclu�ng any accomparrying InformaUon t�ave been examined by ms (us) and th� the InformNion sot tath is Vus� corrsct, �d complete. I also undonteu�d that 1 am re�onNble for notity�ng the City ClerK� in �� of any change tn locatlo!]�or mailing address vMthin thirly days. All Ncenses are nonVansferoble. I understand my piaee of buslnes� musj.�a�rlply wtth all tederal� state, and loaal codes and ordManae�. � `'i` � t.�1� t�� C�� (-'�j�i� �57}�- <0 0�� APW� � PreP� �(P�e p�t) Tl�e Phons Nun►tfK Ror o�fpt� uss oMp M�o1Ntt R�eN1t�d: Chsdt Nt�.: Dete ReaNwd: RecNpt * eu�lne�s Llcenw �: Date UcMIN hsued: EFELLE MEDIA INC �vos �creaNve business solutions 719 2nd Ave., #1075 seame, wA sa�oa X: pnvro�E Ciry of Federai Way ;:; a3oER oF ;z Seventy-�ve and 00/10U`*""�`•""�"*" ,;, �; Cfty ot Federal Way <; Business Licensing ;� 33325 8th Ave. S. fi> Federal Way, WA 98003 BANK OF AMERICA, NA SEATTLE WA USA �s-oou�2so Z �- . r,z,. ._., ` rv�E:r rc� Federal Way Business License �'004668n' �; L 2 50000 24�: i 2 5 3 3 i i 3i EFELLE MEDUIINC 07/30I2013 Bank of America City of Federal W�y Federal Way Business License � 3 � `:1 •� � ; + . y y„- Federal Way Business License 466$ 07/30/2013 _� $`75.00 �urtrrr,.�Rs DOLIARS EFELLEMEOIN'IA�0�201� City of Federal Way Federal Way Business license .- '.; � . , �,.. � � �`�� �� � --- ,��, �- ., ti � � �� �' � , � - ;r �` :;��� �� � ���I�����y �� � : ;� �' L � ` `� i � ��, s' { -� } �'� � �� , � . - . _� �,. - �, ..,. � ��,� �,,�-L' __.,�, � r e �, �{ j \ �� � ��' �-' �_��� � �'�;� . � �, 1 � ��.-� ��r� --- � � � \ ,%; Bank of Ametica Federal ��r`B��S�nes�, License �� ��> 4668 75.00 75.00 4668 75.� 75.00 „����������, � � ��� f399•14t1%13) 008721 Rev 31Yf To: Corpwatlone Dfviclon Pape 3 of 10 � 2010� 12 30 22:13�53 (GMT) 12092603688 Fram: ChAstopher 9oer 603 081 5� 0 ............. .. .. .. � � . a��a�f�.i �.s�s.,�3-�z . . ' " .$230.Od R �iO4S55Z�940T672' da:2o22i2B FILED sEC�r�r o� srarE �RT�.CLES OF INCORPORATYUN DECEN�ER so� 2011 OF STA'f�E QF WA8HINt3TON • .. � , . �. . � , , E1�LL� MEDiA.� XNC. . ... . - , .. , . � •� ........ •• � . • . . .. � ... ... • .. �„. . � .. .. . ' • ...... .. �... .... .... .. �, �A�RTIC�,E Y , .......... .. .. . � ....... .. Namc . . . . .. �Ttia n�trne of the Corporatic►�,�s EFELLE.M6p1A,1NC. . . .. ... . , .�, ... ... •• ,....... • .., . , • ARTlGI.B I1 ' Purpose . ' Thia Carporstioa is organiud to engage in and c�r• on suty tawful bua�ess ar tcack and w exerclse ap powers g�ranted t� a eorporation formeci under the Washington Business Corporations Act, RCW Chapter 23B. Alt'CICLL IIl Shaces & Shareholder Ri� A. Authorized Caoital. The Corporation ha8 the authority to issue 1'.00A,000 shares of cflmmon •scock with no par value. Thcre sh�ll b.e po other ctass or ghares .of stock, And tke co�nmon ahare� shsll haxc cqt�al vaGng power: , „ , . ,.. B. No Preemptive Ri ts. Shareholders of thls Corparaiian cb not have pre�mptive rlghts to acquirc addttional shares lssued by the Corporation. ' C. No Cumulative Votin�. No cumulativ� voting for directors is permittcd. i , Axrtc[.� N . Bytaws j The Bw�rd of Dircctars has full power ta adopt, altor,'amend or repeal the Bylaws vr ' adopt c�ew Bytaws for the Corporation. The shareholdcrs also have cancun�ent power to � adopt, alter,.amena or trepeal .tha Bylaws. AR7'ICLES OF MCORPORATIOM EFELLB ME�iA,1NC. - I n e � 1?/�0/�A�o TH{I 1�:16 t7'IJfjX NQ 9�6ij �0@� Ta: Cotporetlona OiNdon Papa 4 of 10 2010-12-30 22:13:53 (GMT) 1 Z002603988 From: dutctopher 8eer ARTrct.e V � � ' Amendment of Auticles . • The Corporation reserves the right to amend, alter, cf�ang6, or'repeal arty provisions contssined in tlxse Articles of Incarpaation ln the mwuier now or heroaftec prescribed by law, and aU rights and powers conferred herein on the sharcholders or directors are grented subject to diis reserved power. ' ,.. • Ar��ntc[.� VI Tnterest �f Directo�s in Corpo�atc Ut�partunities A. No concracts or other transacdons between the Corporation aand any ofher � carporation are affected in any way ar invalidated by the fact that any of thc directors of the Carporation have any 3ncerest, whether financial or otherwise, in the other corpoc�ation oc are directors or ui�icers of such other corpor�ion. B. Any director indivictuat[y; br any firrn of which atty dtreetor is a member, may be a party to or may have an interest in any contracts or tra�nsactions of the Corpor�don if the interest of that director is disclosed or is known to a majoclry •oP the baard of directors. C, Any director who is also a dire�tor or officer of anoth�r corporation th�t is � party to� ar has an inte�st in any contracts oc h�ansaetions of tbe Cocporatian, may be a R�lt participant at any meeting of the board of dimctors that authurizee� any such coMract or transaction. This inciudes caunting the director to determine a quortim and allowing the interest� director to vate. A�t�rrcr.s YII No Personai Liabili for llisputes There is no personal liability of the director or directors to the Corporation or its shareholder� for monetary damages for conduct as x dic�ctor. A dircctor's prrsonaf liabitity is elimiaated to the full extent permissible under the statutes of the State of Washington. •This provision does not eliminata liabi(ity for intentional misconduc� ARTICI.4 VII� Board of DIrectors The number af the directors of the Corporation is prescr•ibed by the Bylaws of the corporation. The �rst directors of thc Corporat�on will bo two (2)� And'they will §arve until ARTtCLEB OF INCORPORA770tJ BFELi.B MBDU►� INC. - 2 �3�,QlZ41Q'TI1l� �4��6 ('4'�li� H4 838�� �9Q4 To: Corpwatlons Oivision Paye S ot 10 Z010-12-30 22:13:53 (GMT) 12082803888 Froms ChMstopher Beor � I , . � � the first mecticig of the shareholders and until their succcssors are dt�ly'clectec! and quatified, The namc �nd address of the first directdrs are: Fred W, �ebhan 800 5'� Ave.. Suite 101-20U , . . . ., ...._ ..Seat4le, WA.981Q4 .. . . • .......,... .. . .. . . . ... . ... .. ... .. . ..... . ........ .......... ... ... ._,... . . . . .. Cotnelis de Leeuw 80U 5�' Ave., Suita 101-200 Seattte, WA 98104 . ART1C1,8 IX • • Re�istered Aeent and Re�is� Off'�ce Address , 'I�ie initial Regiatered Agent, Registered Office And Mailing Address of the �• Co►poratior► are aa fol lows: REGj.$��RED AQENT .RGt;ISTER@Q UFFICE MAILMO ADDRF,�S� . Chri�.oph�ar S.. $eer 1200 FiBh Ave., Suite 625 2311 N. 45'� St,, Suite_365 . • ,, Seattic, WA.9$101-3I18 �. Seatt�.¢, WA 9a103 . AttTlc�s• X IncamQratac 7'hc name and address of the incarpocator:is. Christophec S. Beec,: 23 t 1 N. 45�-Steeet, Suite 3(S, S�at�le, WA 481Q�, IN VNiTNESS ��R.EQF the incorporato.r lias signed an this 30'� day nf Dec:ember zoao. • � • ... . Ghris.. .p�er S,. Tig�r, Ir�.c.o.rpqra�or . . . • ........ ...��,�,. �....... .. AaTta.as oF t»conrow�nox EFBLLB MBbIA, INC. - 3 �2/SO/�010 T�1U �1:1$ jT�YNL[ T�0 BJia� �O�i �� Policy Number:605095991 Date Entered:4/19/2012 A� °� CERTIFICATE OF LIABILITY INSURANCE DA�t�D�n 7/30/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFlCATE 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 certiflcate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and condltions of the policy, certain policies may require an endorsement A statement on this certiflcate doea not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ueue• Taylor Insurance Aqency 20315 19th Ave. NE Shoreline, � 98155 x�sua�o �felle Media lnc 719 2nd Ava Ste 1075 Seattls, �1 98104 D ��, (206) 315-0216 Rob@taylorinsuraace. Truck Znsurance Exchangs 206)701-9204 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO TME 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. �� TYPB OF INSURANCE pOLICY NUMBER POLICY R POLICY u�rrs c�EqERALLIAN�ITY EACHOCCURRENCE S2.00O,000 aA COMMERCIALGENERALLIABILITY X 605095991 /19/2013 /19/201� pR M , oc E nce E�5,000 CL4IMS-MADE � OCCUR MED EXP a» S$ � 000 aeRSOrtu snDV INJtxtv S2 � OOO, OOO GEN�rtni.AC3oREC;n� 54,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS • COMPbP AOCi $2 � OOO � OOO POLICY PRa LOC $ uwTproe� �u�wTy ��,� 2, 000 , 000 ANYAUTO X BODILYINJURY(Perparaon) S ALL OWNED SCHEDUIED BOOILY INJURY (Per acadeM) S AUTOS AUTOS NON-OWNED PR� R AMAG $ HIRED AUTOS AUTOS A 605095991 /19/2013 /is�soi� s ���� � OCCUR EACH OCCURRENCE S EXCESS LIAB ��,,q�g.�y�qpE AGGREGATE S DED RETENTION S S WORKHRS CONIPENEA710N W A - AND BMPLOYERS' UABILI7Y ANY PROPRIETORIPARTNERIEXECUTIVE � N� A E.L. EACH ACCIDENT S OFFlCERMIEMBER EXCLUDED? (Mand�ory in NX) E.L. DISEASE - EA EMPLOYEE E It yee, desaibe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LINqT S DBSCRIP710N OF OPERATIONS 1 LOCATIONS I VEHICLES �Attaah ACORD 101, Addilional Rertnrks Soh�Md�, if mon spae� is nqWnd� Cortificate hold�r is listed as additional insured. CERTIFICATE HOLDER CANCELLATION CiEy of Federal �ay SHOU�D ANY Of 7H8 ABOVE DESCRIBHD POUCIBS BE CAI�BLLED BEFOR@ TFIE EXPIRATION DATE iHEREOF, N0T1CH WILL BE DELNEREO IN Busin.as Licensinq ACCORDANCE WITH TNE POUCY PROVISIONS. 33325 8th Av�. 3. 8'edFsderal Way 1PA 98003 AUTNOitl2ED R6PRESENTA7IVE � 1988-2010 ACORD CORPORATION. All rights ressrved. ACORD 25 (2010/OS) The ACORD name and logo are registered marks of ACORD Produced using Forms Boss Plus software. www.FortnsBoss.com; Impressive Publishing 800.208-1977