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AG 16-00511 RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: MAYOR'S OFFICE ORIGINATING STAFF PERSON: STEVE MONEY • TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E. ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE X CONTRACT AMENDMENT (AG #):16 -005 ❑ OTHER EXT: 2411 3. DATE REQ. BY: G., RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL . PROJECT NAME: CITY BRANDING CAMPAIGN NAME OF CONTRACTOR: RUSTY GEORGE DESIGN LLC ADDRESS: 732 BROADWAY. SUITE 302, TACOMA, WA 98402 TELEPHONE: 253.284.2140 E -MAIL: RUSTY @RUSTYGEORGE.COM FAX: SIGNATURE NAME: RUSTY GEORGE TITLE: PRINCIPAL 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: 1/6/16 COMPLETION DATE: 12/31/17 TOTAL COMPENSATION $ NOT TO EXCEED $110,000.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED fIk PURCHASING: PLEASE CHARGE TO: 001 -5200- 075 - 558 -70 -418 0. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) LAW 1. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) ❑ LgW DEPARTMENT IGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK INITIAL / DATE SIGNED ❑ ASSIGNED AG# AG# ,b -005— A- ❑ SIGNED COPY RETURNED :OMMENTS: DATE SENT: 03 '0q Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityof/edera!way com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR CITY BRANDING CAMPAIGN PROJECT This Amendment ( "Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Rusty George Design, LLC, a Washington limited liability company ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for City Branding Campaign Project ( "Agreement ") dated effective January 6, 2016 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. 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 2/2017 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: By: ell ayor DATE: 3/1P RUSTY GEORGE DESIGN, LLC: By: Printed Name: r y f ( {.� ► � t of-10 — Title: 0ttku (( (17646' DATE: 3) 4-10" ATTEST: ma grniTZirtney, CM ( 4 ity Clerk APPROVED AS TO FORM: Plkyity Attorney, 3. vit, C.,1, \ STATE OF WASHINGTON ) ) ss. COUNTY OF King ) On this day personally appeared before me F. Goole l , to me known to be the 0 ktinerl p P1A Q of 41ZuSll6 ieAX1-C- bes LLC • that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument. GIVEN my hand and official seal this ritt‘ day of 14AAAAAAAAAAAAAAAAAAAA < STEPHANIE O. COURTNEY otary's signature NOTARY PUBLIC totary's printed nam STATE OF WASHINGTON > COMMISSION EXPIRES < APRIL 27 2017 vvVvvvvvItrinkYVVVVVOW Of I Notary Public in and for the Stat • f Washington. My commission expires 41'2.7 20 II AMENDMENT - 2 2/2017 IRETURN TO: EXT: CITY OF FEDER! WAY LAW DEPARTMEAOS�ANNED 1. ORIGINATING DEPT./DIV: MAYOR'S OFFICE 2. ORIGINATING STAFF PERSON: BRIAN WILSON 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., ❑ PUBLIC WORKS CONTRACT PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER 5. PROJECT NAME: CITY BRANDING CAMPAIGN EXT: 2510 3. DATE REQ. BY: RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 6. NAME OF CONTRACTOR: RUSTY GEORGE DESIGN, LLC. ADDRESS: 732 BROADWAY, SUITE 302, TACOMA, WA 98402 TELEPHONE 253.284.2140 E- MAIL:RUSTYARUSTYGEORGE.COM FAX: SIGNATURE NAME: RUSTY GEORGE TITLE PRINCIPAL 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: 0 �� � I )-0 tL0 COMPLETION DATE: M I �G') rv‘LO 9. TOTAL COMPENSATION $ nth HIV QX-C e (t ' \ kO 00 O. 0 ° (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: C 31- S - 03-5- y/o 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS 4 LAW DEPARTMENT CHIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ASSIGNED AG# SIGNED COPY RETURNED COMMENTS: INITIAL / DATE IGNED AG# DATE SENT: a -CO - 11/9 Federel Way CITY HALL 33325 fah Avenue South Federal Wey, WA 98003 -8325 (253) PROFESSIONAL SERVICES AGREEMENT FOR CITY BRANDING CAMPAIGN PROJECT This Professional Services Agreement ("Agreement ") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Rusty George Design, LLC, a Washington Limited Liability Company ("Contractor") dba Rusty George Creative. 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: RUSTY GEORGE DESIGN, LLC: Rusty George 732 Broadway, Suite 342 Tacoma, WA 98402 (253)284-2140 (telephone) rusty rustygeorge•com CITY OF FEDERAL WAY: Brian Wilson 33325 8th Avenue South Federal Way, WA 98003 -6325 (253)835 -2510 (telephone) brian.wilson(a7cityoffederalway.com The Parties agree as follows: 1. IFAHM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than September 30, 2016 ("Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVIc44,. The Contractor shall perform the services more specifically described in Exhibit A ( "Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice' at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated 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 Term. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been PROFESSIONAL SERVICES AGREEMENT -1 - 1/2015 0.41k, Federal Way CITY HALL 33325 eel Monts South Federal Way, WA 25 (253) 835-7000 weiw.cityalielemAtegecom performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. ' 4.3 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. 1NDE IFICATION. 5.1 Contractor Indemnification. T he Contractor agrees to release, indemn, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this. Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attameys, 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 dustrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub - contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, 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 Surviv 1. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. I aktiANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the,,City: a. Commercial general liability insurance covering liability arising from premises, operations, PROFESSIONAL SERVICES AGREEMENT - 2 - 1/2015 4/410 criaarai way CITY WALL 33326 Mb Avenue South Federal Way, WA 98003-6325 (253) w. clyalladamaraf cam independent contractors, products- completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. c. Automobile liability insurance covering all owned, non - owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. b.2< No Limit of Liability. Contractor's maintenance of insurance as squired by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured. Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK P ' ODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an PROFESSIONAL SERVICES AGREEMENT - 3 - 1/2015 Afo, Federal Way CITY BALL 33325 em Avenue South Federal Way, WA 98003.6325 (253) 835.7000 www,caSa rdwaAhey.com incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the. Contractor's failure to do so. 11. CONFLICT OF „tTEREST. It is recognized that Contractor may or will be performing professional services during the Tenn for tet __ol_r persont hpwgve4 sy h .efQnnan a of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. atisigakumaggn. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. PROFESSIONAL SERVICES AGREEMENT - 4 - 1/2015 4,0Aw Federal Way CITY MALI. 33325 8th kmMN South Fade* Wax WA 98003 -8325 (253) 835 -7000 w+wav atyotbdatidaey cam 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 snail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] IN WITNESS, the Parties execute this Agreement below, effective the last date written below. PROFESSIONAL SERVICES AGREEMENT - 5 - 1 /2015 ..•Akti Federal Way CITY OF EDERAL WAY ATTEST: ✓eg(. %f/ Ji .- 9rrel , ayor DATE: yo, RUSTY GEORGE ►ESIGN, LLC: Rusty George /' ' cipal DATE: ihjib STATE OF WASHINGTON ) c� ) ss. COUNTY OF Pctr'c, . ) err( HALL 33325 8th Mono South Fadarai Way. WA 5 (253) 835 -7000 wwwcd raM !mm APPROVED AS TO FORM: 4' (City Attorney, Amy Jo Pearsall On this day personally appeared before me Rusty George, to me known to be the Principal Member of Rusty George Design. LLC that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument. GIVEN my hand and official seal this 'St' day of u..14up r M•C y Aa lsoN s i latiev ti1114„ 4.106 ;*,, OyltWP Notary's signature Notary's printed name Notary Public in and for the State of Washington. My commission expires y- X- /c , 20/6. PROFESSIONAL SERVICES AGREEMENT 6 1/2015 44)10 Federe way CITY HALL. 33325 am Avenue South Way.. WA 98003-8325 (253) iodetatony.c nn Exhibit A SERVICES 1. The Contractor shall do or provide those services outlined in this exhibit. PR(1FFSST(1NAT. SF.RVTC F.S AC:RF.FMFNT -7- 1/2015 Rusty Geor e Creatne Exhibit A • Project Proposal & Scheduk Dl F,l IF 00C Once we compile enough objective data and insight about your existing brand, we are ready to make strategic recommendations towards a more successful brand system. All of our homework and investigation gets culminated in a 1 to 2 hour, in- person Discovery Presentation between our team and yours. Together we walk though the results of our audit, surveys and competitive analysis. We identify gaps and missed opportunities in your current brand platform, determine your target audiences and come to a consensus on what the key brand challenge is that we are trying to solve. We will culminate all research and results presented in the Discovery Workshop into a report that defines the core attributes about your brand that stand you apart and define your unique position in the world. This Report covers your brand voice, promise, personality, architecture, audiences and attributes and serves as the guiding document as we proceed into Design Phase. Deliverables include: • Discovery Presentation of findings and strategic recommendations • Accompanying Platform Report documenting all research data and discoveries, and also serving as a "Creative Brief" guiding document for creative development Crafting a successful new brand takes skill, imagination, teamwork and a little patience. Done well it becomes that perfect personification of everything your organization stands for. Done poorly, without proper communications it could fall short of its full potential. No one knows your brand better than you, and you have the most at stake. We find that allowing you to participate in our process yields the most effective results and enjoyable outcomes. Our creative team develops up to 3 unique Brand Story approaches that best personify your community. Led by our Design Director, the team gathers inspiration, analysis of the competition and conceptual ideas to complement each Brand Story direction. Before we get too far down the road we invite you, the client, into the studio to review and discuss our ideas. At this meeting we walk through different concept directions along with supporting justification, and agree on the top direction to pursue. This includes messaging, brand mark and visual language. Based on your insight our creative team refines the top concept and begins to expand the concept into conceptual design of supporting applications such as signage, stationery or digital. After we have explored the direction we invite you back into our studio to review and discuss our results. After the final direction is selected we make any refinements necessary and prepare for Deliver phase. RUSTY GEORGE CREATIVE 732 Broadway, Ste. 3021 Tacoma Washington 98402 1 253 284 2140 ` .rustvaeoroe.corr Rusty George Creative Exhibit A • Project Proposal & Schedul€ Deliverables include: • Presentation 1 (review 3 concept directions) • Presentation 2 (review refined concept direction) • Revisions to selected concept direction (up to 2 rounds) Upon your approval of the direction, we deliver your brand mark in all standard file formats, color builds, and orientations. Deliverables include: • Build -out and delivery of final brand mark in all file formats 1 t This is your brand Bible, a comprehensive instruction manual recommending how to (and how not to) utilize your new brand, including the proper use of color, type, messaging, photography and other components. This guiding document will clearly define the established brand platform's visual language and enable your marketing team to keep communications under control. Deliverable includes: • Brand Guidelines document (up to 24 pages). We follow a Proof 1 -2 -Final process routing the drafts through your own internal review. Upon approval, we deliver in a .PDF format. This scope assumes e-mail delivery and does not include printing, paper, mailing or other third party costs. Once the branding is finalized, it is time to bring it to life over all touch points that will connect your audience to your brand. The following deliverables are suggested, but can be paired down or expanded upon depending on your needs and budget. Deliverables include: • Business Card Template (1 editable file to be provided) • Letterhead (print -ready file) • Digital Letterhead (embedded on Microsoft Word as necessary) • #10 Envelope (print -ready file) • Note card (print -ready file) • Report Cover /Portfolio (print -ready file) • Social Media Graphic (skins for up to 3 social media outlets) • E- Newsletter Template (1 template to be programmed in 1 standard newsletter service, such as MailChimp) • PowerPoint Presentation Template (1 editable file to be provided) RUSTY GEORGE C CREATIVE 732 Broadway Ste. 3021 Tacoma Washington 984021253.284.21401 rd rustvgeorge.corr • Exhibit A • Rusty George Creative Project Proposal & Schedul€ $5.000 • Newsletter Template (1 print -ready file and editable file to be provided, can be used as a template for future newsletters) • Standard Brochure /Rack Card (1 print -ready file and editable file to be provided, can be used as a template for further brochures) • Branded shirt (Concept presentation /recommendations) • Environmental {Concept presentation /recommendations} • Monument (Concept presentation /recommendations) • Vehicle (Concept presentation /recommendations) The development of the Additional Assets follows a Proof 1 -2 -Final process routing the drafts through your own intemal review. Upon your final approval, we provide print -ready files or editable templates (as specified above). For items marked concepts only, we will provide a concept presentation of overall visual recommenda- tions, but the scope of work does not include versioning out or finalizing the designs for print/production. This estimate does not include printing, content development, copy editing, signage fabrication, paper, mailing or other third party costs. For pieces with content, scope of work assumes client will provide content for place - holder content) for RGC to use in for design. $10 000 We see that your current website was developed by Civic Plus, a national web development agency that provides cookie cutter solutions for government agencies. We know that developing an entirely new website requires a great deal of funding, so for the time being, we recommend a website reskin as a cost- effective short-term solution to showcase your new brand. For the long term, we recommend a full website redesign in a contemporary open- source CMS platform that utilizes latest technological developments to make your site responsive to mobile and other screens, and most attractive to search engines. However, this scope of work would include producing designs only for Civic Plus to program. This process includes the following scope of work: Referencing your existing design and content organization, RGC's design team will develop visual concepts that refresh your current site's design to better reflect the new brand. After you select one concept direction, RGC will follow a Proof 1 -2 -Final process to accommodate any design revisions. Upon your approval of the design, we will hand the design files off to Civic Plus for programming. Deliverables Include: RUSTY GEORGE CREATIVE 732 Broadway Ste 302 1 Tacoma, Washington 98402 , 253.284.2140 j www.rustygeorge corn • Exhibit A Rusty George Creative Project Proposal & Schedule • Concept Presentation (Visual concept directions) • Concept Refinement (Up to 3 rounds of proofs of 1 revised concept) • Final interface design to be utilized in Development phase (1 homepage design, 1 overall interior page design to be applied throughout site to all interior pages) Deliverables do not include programming, vendor management (working with Civic Plus on estimates /managing programming process), content revisions or development, hosting, domain name purchase, photography services, stock photography licensing, or reworking of the site architectur%ontent organization. 3 j As the brand development phase is underway, we will plan a roll out campaign to alert the community of the upcoming launch, keeping them informed and building excitement. We work with your team to map out milestones that the plan will need to work around. In addition to defining the milestones, we will present our initial recommendations for tactics to be utilized throughout the year. These initial recommendations will not be date - specific, but rather based on the findings of the Discovery phase. Deliverables may include a combination of the following, dependent on the final budget and scope determined: • Strategic implementation plan with recommended tactics and costs for brand launch recommendations Brand Launch Tactics may include: • Transit/Billboard.Advertising • Radio (Traditional, Pandora) • Social Media Campaign • Digital Advertising (www.mynorthwest.com, etc.) • Print Advertising (Seattle Magazine, Alaska Airlines Magazine, etc.) • Guerrilla Advertising • Campaign /Brand Launch Microsite NOTE: Deliverables do not include actual build out of the specific campaign /launch deliverables; the scope that best meets your needs is to be determined in the Discovery phase and budgetary requirements for execution. RE =.t`IEW TAC TICS $ 00 Just as important as the development of a quality brand will be capturing data of your audience's perceptions to justify the cost of the project in the first place. We will .work with your team to determine the most effective tactics to quantify community feedback and build the channels to make it happen. When we have compiled enough data to find solid trends and results we will share our findings, review and consult on possible resolutions as necessary. Possible Data Gathering Tactics may include: • Social Media Campaign • Data- Capture Microsite with Analytics Incorporated RUSTY GEORGE § CREATIVE 732 Broadway, Ste. 302 ( Tacoma. Washington 98402 ( 253.284.2140 1 www.rustygeorge.con PROJECT COST SUMMARY Exhibit A • Project Proposal & Schedule Gather insight, data and criteria from key team, city stakeholders and community {i r n Determine strategic foundation on which to build brand Develop brand story, messaging and mark through a process of collaboration and open communication Finalize logo and color palette and deliver final files in standard format Your brand Bible that outlines everything you should do with your brand (and everything you should avoid) Design standard business paper suite, including letterhead, business cards, envelope, etc. Design typical digital materials, including PowerPoint template, social media graphics, etc. Design newsletter templates, rack cards, etc. Design proposed placement on apparel, including hats, shirts, etc. Design concepts for standard signage including environmental, etc. Implement the new brand into the existing website Consult on tactics to role out and introduce the new brand Create the channels to capture feedback, analyze and consult on findings $10,000 $1004;, $10 000 ,000 Total Propos 1 PI 5100,000 RUSTY GEORGE 732 B oad 'v,lay. e 7acema, Washington G34G2 253 284.2140 j www:us ae. cie.:� CITY OF Federal Way EXHIBIT B COMPENSATION HALL 33325 8th Avenue South Federal Way, WA 98003 -8325 (253) 835 -7000 www cityoffederehvay corn 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed One Hundred Ten Thousand and 00 /100 Dollars ($110,000.00) 2. Method of Compensation: Contractor will bill City at logical points throughout performance as outlined in the scope of work. Reimbursable Expenses. The actual customary and incidental expenses incurred by Contractor in performing the Services including messenger services, freight charges, taxes and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed Ten Thousand and 00 /100 Dollars ($10,000.00). PROFF.SSIONAI, SF,RVICF.S AGREEMENT - 16 - 1/2015 RUSTY -1 OP ID: SS ACORO CERTIFICATE OF LIABILITY INSURANCE 4 DATE 12/2112015 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 Pilkey- Hopping & Ekberg, Inc. 2102 N. Pearl St., Suite 102 Tacoma, WA 98406 -2551 Donna M Haynes, CPCU CONTACT POUCY EFF (MMIDD/YYYY) FAX A /C. No. Ext): (A/C, No): OMITS E -MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC 1 INSURER A : Liberty Mutual 19690 INSURED Rusty George Creative LLC Matera Investments LLC Rusty George 732 Broadway #302 Tacoma, WA 98402 INSURER B :ACE American Insurance Co. 22667 INSURERC: $ 1,000,000 INSURERD: 1 000 000 $ , , INSURERE: INSURER F : X 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 INSR SUBR WVD POLICY NUMBER POUCY EFF (MMIDD/YYYY) POLICY EXP (MM/DD/YYYY) OMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY X BZS56251183 09/01/2015 09/01/2016 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) 1 000 000 $ , , CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ none GENERAL AGGREGATE $ 2,000,000 GENT_ AGGREGATE LIMIT APPLIES PER: POLICY jEC7 LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS X _ SCHEDULED AUTOS NON -OWNED AUTOS BZS56251183 09/01/2015 09/01/2016 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE JPER ACCIDENT) $ $ A UMBRELLA LIAB EXCESSLIAB X OCCUR CLAIMS -MADE US056251183 09/01/2015 09/01/2016 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ DED X RETENTION $ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YI N ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N /A WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E L. DISEASE - POLICY LIMIT $ B Professional G24351294003 09/01/2015 09/01/2016 Tech. E &O 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Federal Way is named as additional insured per policy forms and conditions BP7996 7/13 CERTIFICATE HOLDER CANCELLATION City of Federal Way 33325 8th Ave South Federal Way, WA 98003 -6325 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 ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD