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AG 16-0981 RETURN TO: D r Y7 EXT: 4414, CITY O EDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G, RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE V§ CONTRACT AMENDMENT (AG #): Q 01 S ❑ OTHER EXT: t)2/3. DATE REQ. BY: ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: kK PiwZ 6. NAME OF CONTRA T• it „�PY k t/ 4, ,I ADDRESS: ' , v�i j ! " / • EO1 ► ��_ E -MAIL: ireMallIMILIMMIPM 0. L1.1, it.. AL Pt tit SIGNATURE NAME: /tom v • TELEPHONE FAX: AtrhARFAILIECI TITLE dpo 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES po PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 1- / 1 / 1(p COMPLETION DATE: 11 /1- �(� ak g� �s, f.�aol 9. TOTAL COMPENSATION $ ` 1 IIY`IN, (t s \ (INCLUDE EXPEDVSES AND SALES TAX, IF ANY (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES La, H_O�IDAY RATES) REIMBURSABLE EXPENSE: YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ e�'I�� • IS SALES TAX OWED YES /SNO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW ❑ ROJECT MANAGER N7 DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR t(5— — INITIAL / DATE REVIEWED INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED I ❑ L EPARTMENT W/SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: A DATE SENT: 02- l(0 -1i- V'ecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR SALE OF NAMING RIGHTS FOR THE PERFORMING ARTS & EVENT CENTER This Amendment ( "Amendment No. 1 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and The Superlative Group, Inc., an Ohio 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 Sale of Naming Rights for the Performing Arts & Event Center( "Agreement ") dated effective June 29, 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 July 1, 2017( "Amended Term "). 2. No Monthly retainer fee will be paid for extended Term. Commission for naming rights terms will remain the same. 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 1/2015 Nil. CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835-7000 www cityoffederalway corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: Jim F =�T 1, ayor DATE: /2/, 7 THE SUPS' : TIVE GROUP, INC. By: Pri d Name: Kyle Cantor Title: Chief Operating Officer DATE: a- 10 ^ /7 STATE OF OHIO ) ) ss. COUNTY OF CUYAHOGA ) ATTEST: anie Courtney, CM ity Clerk APPROVED AS TO FORM: City Attorney, 44,8 .1Z,1avt 0 t( On this day personally appeared before me Kyle Cantor, to me known to be the Chief Operating Officer of The Superlative Group, 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 614- day of F & ri , 2017. Notary's signature Notary's printed printed name Ed w and f 54(c g $AJ — Notary Public in and for the State of Ohio. My commission expires 3 -13- 2c'A ' EDWARD J. SELIGMAN NOTARY PUBLIC • STATE OF OHIO Recorded in Cuyahoga County My commission expires Mar. 13, 2018 AMENDMENT 2 1/2015 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: ATTEST: By: Jim Ferrell, Mayor Stephanie Courtney, CMC, City Clerk DATE: APPROVED AS TO FORM: City Attorney, THE SUPS' e TIVE GROUP, INC. By: Pn d Name: Kyle Cantor Title: Chief Operating Officer DATE: a-- /O — �7 STATE OF OHIO ) ) ss. COUNTY OF CUYAHOGA ) On this day personally appeared before me Kyle Cantor, to me known to be the Chief Operating Officer of The Superlative Group, 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 / 0 e-- day of IE >, an 7 , 2017. Notary's signature A Notary's printed name E4 u. arc/ J. Sett g,+i — Notary Public in and for the State of Ohio. My commission expires 3 -13- 2.0/6` EDWARD J. SELIGMAN NOTARY PUBLIC • STATE OF OHIO Recorded in Cuyahoga County My commission expires Mar. 13, 2018 AMENDMENT 2 1/2015 1 I RETURN TO:� � /(�/�I EXT: 444 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: VaAf 2. ORIGINATING STAFF PERSON 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G, RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT b PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER EXT: 3. DATE REQ. BY: 41(9-6 ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: 6. NAME OF CONT ADDRESS: E -MAIL: SIGNATURE NAME: Natvw ••C • R: At Pte l Y `1lJ fL.g ! I l 1 . 1� Tan i�M�r M iv r �� iz-:I 0 TELEPHONE FAX: TITLE elk 7. EXHIBITS AND ATTACHMENTS: /SCOPE, WORK OR SERVICES 4MPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS COMPLETION DATE: '1 t (1-1- 8. TERM: COMMENCEMENT DATE: /� 9. TOTAL COMPENSATION $ Q ©/e 0,1 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) Gd REIMBURSABLE EXPENSE: YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES lierNO IF YES, $ RETAINAGE: RETAINAGE AMOUNT: PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED 4URCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW 0/PROJECT MANAGER d DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) IH —I tttt i3—' I @ -4t t INITIAL / DATE REVIEWED COMMITTEE APPROVAL DATE: INITIAL / DATE APPROVED \Yee lait hip COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT CHIEF OF STAFF r SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK INITIAL / DAT SI NED 4 - ASSIGNED AG# AG# ((p bq g..SIGNED COPY RETURNED(9--) �y� COMMENTS: 1 46/ti+ DATE SENT: 7 ' 4 • ((p 4,7 rto cukAl wl, c.t,,Por ( /13. CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoftederalunv com PROFESSIONAL SERVICES AGREEMENT FOR SALE OF NAMING RIGHTS FOR THE PERFORMING ARTS & EVENT CENTER This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and The Superlative Group, Inc., an Ohio corporation ( "Contractor "). The City and Contractor (together "Parties ") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: THE SUPERLATIVE GROUP, INC. Kyle Canter 921 Huron Road Cleveland, OH 44115 (216) 592 -9400 (telephone) Canter @Superlativegroup.com The Parties agree as follows: CITY OF FEDERAL WAY: Theresa Yvonne, Executive Director 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -2414 (telephone) (253) 835 -2409 (facsimile) Theresa .yvonne@cityoffederalway.com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than 6 months from execution ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ( "Services "), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated 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. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1 - 1/2015 4N41/N-.., FeCITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835-7000 14nvW cityoffederalway com 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings. judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and /or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub - contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and /or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. PROFESSIONAL SERVICES AGREEMENT 1/2015 cITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 wwwcdvoffedera/iv yCUR) 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $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. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be 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. S. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or PROFESSIONAL SERVICES AGREEMENT -3- 1/2015 CITY F O Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalwaiv CO() i audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither Liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment. nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the perfonnance of the Services specified in this Agreement and shall utilize ail protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any Toss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shalt 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. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Parry 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. PROFESSIONAL SERVICES AGREEMENT -4- 1 /2015 CITY OF "�.... Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 t rvnv. cityoffederafway con) 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence 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. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County. Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT 5 1/2015 CITY OF '�....- Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 tswvv cftyottederalway. cos IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FE P RAL WAY ATTEST: d� //AA./ Jim Fe 7. a Or CA1/ DATE: THE SUPERLATIVE GROUP, INC. By: Prin R `Name: Kyle Cantor Title: Chief Operating Officer DATE: 6-6)- 7 ~ I STATE OF OHIO ) ) ss. COUNTY OF CUYAHOGA) C C erk, Stephanie Court e CMC APPROVED AS TO FORM: Neat '' City Attorney, Amy Jo Pearsall On this day personally appeared before me Kyle Cantor, to me known to be the Chief Operating Officer of The Superlative Group, 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 2i day of Jt;:rr , 20 0: Notary's ' P�s signature a��/ _o -\1 17' -r : Jeffrey S. Toth Notary's printed name U — �� -"� `-n � i S ' i , - i �� �- ys Resident Summit County Notary Public in and for the State of Ohio. , :- ",.�,,�'.... - .._.a.., Public, State of Ohio __ _ r __ '';',,, / my Commission Expires: 07;13/200 My commission expires S PROFESSIONAL SERVICES AGREEMENT 6 1/2015 CITY OF Fecderal Way EXHIBIT A SERVICES 1. The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 w vry crtyo(federalwav corn This section describes our methodology and approach to the Superlative process. The Superlative Group has provided an overview of our proposed methodology for development of a Marketing Strategy for the project and Implementation of the Marketing Strategy. Even though values have already been attached to the Assets, we have included our Phase 1 process in order to demonstrate how we may complete a desktop valuation in order to justify the values at which we will present the opportunity to potential partners. Marketing Strategy The following provides an overview of the activities and outputs, which will be undertaken during the development of the marketing strategy: Project in t.at on & Desktop Research Specific Activities Project initiat,on and agree project objectives Site Visits • Review of sponsorship policies • Analysis of existing sponsorship contracts Collate asset database Outputs • Identify all marketable assets Quantitative Assessment • Identify quantitative benefits • Review relevant statistics • Assess impressions (visitors, web hits) • Assess media rates • Review local signage ordinances Modeling of contract term online; • Agree value range for asset packages Market Valuation & Benchmarks • Identify comparable benchmarks Local - National • Research commercial terms & contract values • Assess revenue potential • Identify Risks & limitations • Agree values for approach to target sponsors Identify Categories & Target Sponsors • Review of category opportunities Financial Automotive Technology Energy Health Beverage & FMCG. etc. • Identify key targets for each category • Match asset packages to targets - Match assets to key target categories & sponsors Finalize Strategy & Prepare Implemental o') Collate findings in detailed marketing strategy document • Develop sales strategy • Issue draft report for review • Present findings to client and key stakeholders • Report finalization • Preparation for Implementation • Agree marketing strategy for all assets Superlative divides Phase I into two essential areas: Task 1 and Task II. In Task 1, Superlative identifies the essential assets that are available for revenue generation. In Task II, Superlative develops packaging and marketing opportunities for Phase II. PROFESSIONAL SERVICES AGREEMENT 7 1/2015 CITY OF '�.. Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 taainv citvolfederalway co,n Site Visits & Asset Database Upon appointment as sales agents on any new engagement, The Superlative Group carries out initial research to review relevant documentation such as strategic plans, design briefs and project renderings to gain an in -depth knowledge of the project and make an accelerated start on our asset identification process. Site visits are undertaken as soon as possible to view the assets being valued. We intend to have our team on site as we start the asset research process. A digital inventory of images and renderings is compiled which is used during the valuation process and subsequently, during development of promotional materials during the sales implementation process. This information is used to identify commercial opportunities as part of the marketing strategy and valuation process. Task I: Valuation In Phase I, the Project Team will identify and value all of the assets that the City has available to generate revenue, specifically the Performing Arts & Event Center. In this Phase, the Project Team will break down the valuation process into four elements: Media Value, Quantitative Benefits, Qualitative Benefits and Contract Analysis. The key tasks of the four elements of the Valuation report are outlined below: Media Value The first step in Media Value involves understanding the number of possible "impressions," more easily described as the number of possible advertising or sponsorship platforms that are available to reach the target audience. In assessing the Media Value, the number of available impressions for television, print and online exposure will be identified. Impressions are then scaled from "valued impressions" to "waste impressions," adjusting the Media Value accordingly. The Media Value includes an assessment of the value of engaging the target audience and the quality of exposure received. Understanding the value of each impression with respect to a specific demographic or target audience is an important part of Media Value. For example, a target audience of 18 -34- year -old males may be considered as a "premium audience" by a wide range of partners, which would increase the Media Value. The term 'quality of exposure' is determined based on: • How prevalent the Sponsor's "ID" (Name) is through the exposure period • The "impact" its placement has = f3�?aiitai+ve. Benefits Valuation Report For example, a televised event at the Performing Art & Event Center will be inherently more valuable than a small sign outside of a meeting room. High `quality of exposure' can be generated when the advertisement is integrated with an action of the audience that enhances or complements its experience. The final aspect of understanding Media Value is assessing the cost of engaging the target audience and achieving high - quality exposure. This will be an assessment of the cost of delivery (to the Naming Rights Partner or Sponsor), and may include direct costs (installing a hard sign), overhead costs (maintaining a sponsored walkway or media platform) or development costs. PROFESSIONAL SERVICES AGREEMENT 8 1/2015 CITY OF ..�..- Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 :.^.-✓6ti otvoffecion3lwav COIT1 Quantitative Benefits Quantitative Benefits reflect the ability to adequately measure the return on investment that sponsorship partners can expect to receive. Quantitative Benefits include the direct or tangible benefits available to the sponsorship partner. These typically form a significant portion of the overall sponsorship value because each item is identified and guaranteed to the sponsor. Quantitative Benefits are separated into several categories including: • On -site Signage • Sporting or Event Tickets • Marketing Collateral • Display Opportunities After carrying out the Media Value described above, Superlative will look at the Quantitative Benefits of each impression and begin to build a profile of the sponsorship value. Using industry standards and its extensive experience in this market, Superlative will use pre- impression or rate card values to assign a price or value to each benefit identified. Qualitative Benefits Qualitative Benefits, or intangible benefits, add value to sponsorships, but fall outside traditional media platforms and are often difficult to quantify. The Qualitative Benefits represent the premium value a sponsorship demands over alternative marketing investments. Qualitative Benefits are classified into five broad categories: • Prestige of Property • Value of Audience • Sponsorship Activation • Sponsor Protection • Geographic Reach For example, the sponsor will receive an immeasurable amount of exposure from "word of mouth" advertising name mentions in TV and print media. Contract Analysis Along with the valuation, Superlative includes contract analysis and research in every Phase I report. The goal of Superlative's research is to benchmark the activities of the City against other previous sponsorship deals, establish a list of any limitations or processes that affect a contract, develop a strategy to minimize the effects of those limitations and maximize all of the identified opportunities through a Iogical priority assessment. This list of limitations goes beyond the asset concepts requested in the Scope of Service requirements. Three examples of Superlative's research include: • Review of Pre - Existing Agreements — The Superlative Group has extensive experience developing, auditing and benchmarking contracts for its public and private sector clients. Not only are price, fulfillment obligations and relative value for each party reviewed, but also values against similar contracts with other entities are benchmarked. The value of the sponsorship to the City will be inhibited by any pre - existing contracts relating to sponsorship. A thorough understanding of the existing advertising contracts will assess the impact that existing agreements place on the sponsorship agreements. PROFESSIONAL SERVICES AGREEMENT - 9 - 1/2015 CITY F O Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 was'Lv cityvffederalway coat • Apply Standards and Regulations — The project team spends time early in the project reviewing all relevant statutes, signage regulations and rules to ensure the City's marketing opportunities, within context of established guidelines, are understood. Superlative remains in close contact with the City's legal and executive teams to ensure that the asset database is being developed in a manner that is consistent with the City's existing policy regarding assets for marketing purposes. • Analyze Marketing and Sponsorship Initiatives by other Fundraising Campaigns — Superlative's extensive database includes many Naming Rights and sponsorship contracts from other public and private parks, arenas, stadiums, convention centers and universities. Superlative executives will collaborate with the City's representatives and other stakeholders to gauge the level of interest and enthusiasm for marketing partnerships. Throughout Phase 1, Superlative's goal remains the same: to analyze assets to determine marketability in an effort to maximize revenue - generating opportunities. This analysis enables Superlative to determine the optimal Sponsorship level for the City of Federal Way. Task II: Market Analysis Superlative will outline prospective partners and provide a market analysis of packaging opportunities. Optimum revenue generation is attained when there is a comprehensive understanding of: • The inventory available • The needs of potential sponsors Superlative's experience in identifying and documenting marketing rights, combined with its knowledge of (and relationships with) large corporations, will give the City of Federal Way the tools to ensure the maximum revenues are leveraged out of every corporate partnership. Contact and Evaluate Potential Sponsorship Partners Superlative's expertise extends to the selling process. To ensure that coverage is comprehensive, Superlative uses a systematic approach to contact marketing partners: • Exhaustive contact database of Superlative's thousands of international corporate contacts, which is continually updated. • Identify and research prospective corporations through various subscribed databases to match the marketing needs of corporations with the logical and most valuable marketing assets of the Performing Arts & Event Center. • Collaborate closely with City executives on recommendations they may have. • Promote sales campaign with a description of City initiatives through a myriad of resources. • Create presentation material: Such material will provide specific information for potential investments and /or partnerships with the City as a part of the sponsorship program, including: o Market/Demographic data o Measured media value o Value justification for unmeasured media o Sponsorship benefits and options o Options for renewal o Financial investment Negotiate and Complete Agreements Superlative will assist in any way that is comfortable for the City. Superlative's executives can be the upfront negotiator or advise team executives, depending on the City's desire and needs. PROFESSIONAL SERVICES AGREEMENT - 1 0 - 1/2015 C[TY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 141 iv cityoffederalia ay cam Present to City of Federal Way Executives and the Media Superlative is well versed in the appropriate procedures for announcements to local and national media outlets. Superlative will work with the City to accurately present a negotiated corporate partnership to the appropriate executives and media. It is important that partnerships be communicated accurately, both financially and politically, while being cognizant of objections and concems. Manage Contract Fulfillment Superlative will work with City staff to develop a system that accurately tracks the status of newly developed corporate partnerships. The company's experience shows that contract fulfillment requires participation from sales, legal and accounting functions to ensure high - quality partner relationships. Manage and Audit Ongoing Rights Superlative establishes post- contract review mechanisms to ensure that all benefits owed to the City are captured and that the City is meeting its obligations under these contracts. Superlative is a strong advocate of audits, especially when payments are performance based. Activation and Audit (Term of Agreement) After delivery of a campaign agreement, the Project Team will assist the City in the activation and compliance of each aspect of that agreement. Specifically, Superlative shall: • Finalize agreement terms and conditions • Assist the City of Federal Way with the first year of activation of the Sponsorships • Assist in the development of payment schedules and compliance issues • Assist the City's advertising department, or its vendor, with signage placement and design • Provide other services as requested by the City Progress Reports The Project Team has significant experience working on major projects such as this. Superlative understands that effective communication with the client is a critical part of successful project delivery. As part of our standard reporting procedure, we use template reports to provide sales updates: i. Following all meetings with target companies regarding any Naming Rights, corporate sponsorship or revenue potential opportunity; ii. On a monthly basis to provide the project team with an update on activity during the period. We discuss these periodic sales update reports on a scheduled conference call. Reports are prepared in a template and serve as a record of discussion during sales meetings and log the following project details. Generally, our progress reports include the following information: - Project Timescales and Sales Priorities; Status and Progress of deliverables in Scope of Services; Status of all activities, events and efforts Summary of meetings and presentations Summary of activity regarding market interest and feedback Summary of communications with potential sponsors Any deviations from project deliverables or schedule Plan of activities for next 30 days The Superlative Group will agree to the format with the City's project team as part of our project initiation process. PROFESSIONAL SERVICES AGREEMENT 11- 1/2015 aACIITY Of i Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 W revcrtyofedera4i'Jycon? EXHIBIT B COMPENSATION 1. Method of Compensation: In return for the Services, the City shall pay shall pay the Contractor as follows: A. $5,000 per month as a retainer for services for the Term of the Agreement; B. 15% commission on all naming rights and sponsorship income; C. 8% commission on any naming rights and sponsorship income from a sponsor that was secured through a lead provided by the City. The City shall provide Contractor with a list of potential sponsors with which the City has a pre- existing relationship. This list shall not exceed three potential sponsors. 2. Reimbursable Expenses: The actual customary and incidental expenses incurred by the Contractor in performing the Services including travel and related per diem, supplies, postage and shipping and other reasonable costs; provided, however, that such costs shall be pre- approved and be deemed reasonable in the City's sole discretion not to exceed Fifteen Thousand dollars ($15,000). Such expenses shall be invoiced and paid monthly. Supporting receipts will be provided. PROFESSIONAL SERVICES AGREEMENT - 12 - 1/2015 CIT OF FeY deral Way EXHIBIT C POTENTIAL SPONSORS I. Umpqua Bank 2. Delta Airlines 3. DaVita PROFESSIONAL SERVICES AGREEMENT - 13 - CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 c41VIv cityoffedera!way con) 1/2015 The Superlative Group, Inc. 921 Huron Road Cleveland, Ohio 44115 phone 216.592.9400 info@superlativegroup.com eele" Superlative June 23, 2016 Theresa Yvonne Executive Director Performing Arts & Event Center 33325 8th Avenue South Federal Way, WA 98003 Dear Ms. Yvonne: I would like to ensure that our Chief Operating Officer, Kyle Canter, does in fact have signing authority on behalf of The Superlative Group, Inc. That authority allows him to execute the agreement between The Superlative Group, Inc. and the City of Federal Way. Good luck and good selling, Myles Gallagher President & CEO