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AG 16-1341 ' RETURN TO:1m C 0hilSO,� CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM EXT: 2 L i 1. ORIGINATING DEPT. /DIV: 'I V `k1i QV IS O 4 i c- ' 2. ORIGINATING STAFF PERSON: T ' 0 ► yl. 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 �1� /" CONTRACT AMENDMENT (AG #): 1 .Q " (J1 ❑ OTHER EXT: 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 5. PROJECT NAME: firo 6. NAME OF CONTRACTOR: ADDRESS: ' Qi E -MAIL: SIGNATURE NAME: -3.CSr.lext TELEPHONE FAX: TITLE pgES, y 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: COMPLETION DATE: motax 3 ` 1 70 1 9. TOTAL COMPENSATION $ i 1 OV CO 0 C (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHE ULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: J (INCLUDE EXPENSES AND SALES TAX, IF ANY) ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: /d ? - /$00 ""0.2 - SS ? ' 3 1// C-) 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR //J ❑ RISK MANAGEMENT (IF APPLICABLE) (l ❑ 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 ❑ ADEPARTMENT 4 L GNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED /,6i AG# 1(p -I 11A DATE SENT: 62-22-11 44S■4_, .Federal 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 HOSPITALITY AND TOURISM EDUCATION PROJECT This Amendment ( "Amendment No. 1 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Greater Federal Way Chamber of Commerce, Inc., a Washington, nonprofit 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 Hospitality and Tourism Education Project ( "Agreement ") dated effective October 24, 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 March 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 - 1/2015 44.6k. Pecleral Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederaiway cam IN WITNESS, the Parties execute this Agreement below, effective the last date written below. DATE: -7// -7 ATTEST: anie Courtney, CMC, Clerk APPROVED AS TO FORM: City Attorney, Pal. -14h CAM GREAT FEDE Y CHAMBER OF COMMERCE INC.: Bv: P ted Name Title: DATE: Pat--WE-ivr //2_3//-- STATE OF WASHINGTON ) ) ss. COUNTY OF sec's tit t A ANO O4 z� q. i NOTARY PUBUC vt- ,,,,icWAS`����` On this day personally appeared before me 19C(GI litCUill'► , to me known to be the (name of signatory) C of byes Ve WAN' t'?i�/la,{�n ta,,- 01 igat exec ted the foregoing instrument, (position of title) (corporation nine) and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this day of �.1!/U t,l/1C%,-- 1/ y , 20 Notary's signature w A _ AiaL Notary's printed name r 'L J A AMIIIPA � Notary Public in and for the §tate obWashington. My commission expires 1 b AMENDMENT 2 1/2015 MEMORANDUM DATE: January 10, 2017 TO: Ryan Call FROM: Tim Johnson ' SUBJECT: Amendment of rofessional Services Contract Attached find a copy of a Professional Services Contract with the Chamber of Commerce. The action in question is to amend the term to March 31, 2017. The project is taking longer than expected to complete. Attached is the proposed amendment. Tim Johnson X2412 IRETURN TO: _ EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROU 1. ORIGINATING DEPT. /DIV: ECD/Von t C J VEcbP At6N r 2. ORIGINATING STAFF PERSON: /%M .OAliv v /y EXT: Y I 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G, RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT 11 PROFESSIONAL SERVICE AGREEMENT Et GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: /.{nsP[rgC,ry .. - tavR(.v, ED aft-i.anly MbGiP4af 6. NAME OF CONTRACTOR: Q 'g r'ATEQ FOE -RAI I,JA■( LW/{,116k ADDRESS: 3t R t 9 / sr AVE.; . S'i31n rr( / -SO/Tr . o E -MAIL: r r{d\Q'fii j 'red a ra %•n IA A ■n /r4 &P,.1 SIGNATURE NAME: RE t• AlltYZ vG &I'f t-t R1€ ,rIY TELEPHONEJ,r3- 838 -24 ad" FAX :925. 3 - G G / TITLE ?AA, D c 1h.,,� /G't` o 7. EXHIBITS AND ATTACHMENTS: F SCOPE, WORK OR SERVICES [ "COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS ❑ ALL 8. TERM: COMMENCEMENT DATE: �,/�o.,` S1441. t/. COMPLETION DATE: � 31 .7 D/4 9. TOTAL COMPENSATION $ O/ O (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES gNO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ODIRECTOR RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 10?- /Rao - ivy - s's ?- !- cob INITIAL / DATE REVIEWED TY /eg /aG COMMITTEE APPROVAL DATE: INITIAL / DATE APPROVED ta 7 y 10 /2 / Ilk Th2C (DI2bb COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, ❑ LAW DEPARTMENT CHIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED ❑ SIGNED COPY RETURNED DATE SENT: /p-25 /(p COMMENTS: ret renew 4 4.-ou CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityofederalway com PROFESSIONAL SERVICES AGREEMENT FOR HOSPITALITY AND TOURISM EDUCATION PROJECT This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City"), and Greater Federal Way Chamber of Commerce, Inc., a Washington, a nonprofit corporation. 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: GREATER FEDERAL WAY CHAMBER OF COMMERCE, INC. Rebecca Martin 31919 1st Ave. South, Suite 202 Federal Way, WA 98008 (253)- 838 -2605 (telephone) (253)- 661 -9050 (facsimile) rmartin @federalwaychamber.com The Parties agree as follows: CITY OF FEDERAL WAY: Tim Johnson 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -2412 (telephone) (253) 835 -2409 (facsimile) Tim .Johnson@a,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 December 31, 2016. 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 ( "Compensation "), 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 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com 4.2 Method of Payment. The Contractor shall submit a voucher or invoice with the information specified by the City as identified in Exhibit B, including a description of what Services have been performed. Payment shall be made by the City only after voucher or invoice with information that Services have been performed and within (30) days following receipt and approval by the appropriate City representative (Economic Development Director or his representative) of the voucher or invoice. The Contractor shall also submit a final bill upon completion of all Services. 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 - 2 1/2015 CITY OF '�... Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway corn 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 ( "Survey ") 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 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. The Contractor may use the public information collected and published to help promote its organization and the economy of Federal Way. 'PROFESSIONAL SERVICES AGREEMENT - 3 1/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual 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 Party prior to the effective date of the Agreement PROFESSIONAL SERVICES AGREEMENT - 4 - 1/2015 CITY OF �.... Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway corn 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. 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 4■4%•_, Vecleral 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: anie Courtney, CM , Sity Clerk APPROVED AS TO FORM: City Attorney, Acting 91,01 C- t PROFESSIONAL SERVICES AGREEMENT 6 - 1/2015 ciTY OF 4A!.- Federal Way GREAT : R FEDERAL WAY C By ,e 0 C(<<•2 MBER OF COMMERCE, INC. inted Name 46V-774,1 Title: /4 t' r� (1. ( I DATE: (6 / STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway com On this day personally appeared before me REBECCA MARTIN, to me known to be the PRESIDENT AND CHIEF EXECUTIVE OFFICER of GREATER FEDERAL WAY CHAMBER OF COMMERCE, 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 I day of BARBARA J. JENKINS NOTARY PUBLIC STATE OF WASHINGTON COMMISSION EXPIRES AUGUST 5 2017 Oc4-r j)e,r , 201 G. Notary's signature c,►,,.., Notary's printed name �,, _ � C ;ws Notary Public in and for the State of Washington. My commission expires Vu mac' PROFESSIONAL SERVICES AGREEMENT -7- 9/2016 Pecleral Way EXHIBIT A SERVICES CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835-7000 www cilyoffederalway com Tourism has become increasingly important to Federal Way. Interest from hoteliers serving on the City's Lodging Tax Advisory Committee has elevated this importance with the formulation of a hospitality education and training program. The purpose of this activity is to enhance the tourist experience (business and leisure) and to elongate their corresponding visit resulting in greater economic impacts. To achieve this, local hoteliers recognized that their front -line workers as well as those from restaurants and tourism venues are an essential link between customers (tourists) and the potential benefits from tourism. The service to be provided is to create a curriculum that educates and trains owners and managers of local hotels /motels, restaurants and tourism venues in Federal Way to improve not only their knowledge but to share this information with their frontline employees who in turn will share this information with their customers (tourists) to enhance the visitor experience. The following is the Scope of Work for the development and presentation of a hospitality education and tourism program to be provided by the "Contractor," the Greater Federal Way Chamber of Commerce. The Contractor shall do or provide the following: To meet the above objectives, the Contractor will collect information from the City of Federal Way's Economic Development Director on the impacts from tourism and completed survey information from the tourism venues. Additionally Contractor will advise how to format the information in print and then present this information on tourist venues to a "Focus Group" comprised of owners and managers of hotels, restaurateurs and tourism venue operators to improve their awareness of tourism so they in turn will share this information with their employees in the effort to enhance the visitor experience. RESEARCH • Contractor will collect completed surveys from the following tourist venues from the City's Economic Development Director (See Exhibit C) that include: Wild Waves/Enchanted Village, Weyerhaeuser King County Aquatic Center, Pacific Bonsai Museum, Rhododendron Species Botanical Garden, Federal Way Performing Arts and Event Center, PowellsWood Garden, Dash Point State Park, Marine and Science Technology Center, Farmer's Market, South King County Fire and Rescue's 9/11 Memorial, the Federal Way Historical Society and its Historic Cabins at the Hylebos and Consolidated City Facilities including Celebration and Steel Lake Parks, Hylebos Center, the Dumas Bay Center including the Knutsen Family Theater and Community Center. • Contractor will make recommendation(s) to the City (Economic Development Director) whether to acquire any other information needed for the purpose of the hospitality education and training program to be used in the development and design of the printed material and PowerPoint presentation. ORGANIZE • Assemble information from the City's (Economic Development Director) which includes background data (survey information, and maps on each of the tourism venues identified above. Additionally the Contractor will receive from the City's Economic Development Director, information on the overall impact of tourism on Federal Way, Puget Sound and the state for publication as well. o Collect completed surveys from City (Economic Development Director) and ensure completion of surveys and their questions from each of the tourism venues. PROFESSIONAL SERVICES AGREEMENT - 8 - 9/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com o Acquire at least 2 color photos (digital format, high resolutions) from each tourism venue to be used in collateral material. • As it pertains to the printed material, the Contractor will advise and direct the City on how to formulate individual page(s) in an 8 1/2 by 11 inch format on each tourism venue. This will include information on each venue using the information collected and to be supplied by the City (Economic Development Director) from the surveys, photos and maps along with any other pertinent data of which could come from follow up interviews with venue operators or other credible sources as provided by the City such as the overall impact of tourism on Federal Way, Puget Sound and the state. Additionally include the following language on each page: Funding provided by the City of Federal Way Lodging Tax Advisory Committee and produced and presented by the Greater Federal Way Chamber of Commerce. Each page to have logo from each entity. • Contractor shall advise and recommend to City staff (Economic Development Director, Graphic Artist and GIS Technicians) on the design of the printed material such as the placement of content, photos and maps of the printed material. • City will be responsible for printing material and providing a draft(s) for Contractors review and recommendation. • Upon review and approval by both parties, City will prepare printed material for Contractor o Contractor to provide one draft and one revision to the program material • Contractor will formulate a PowerPoint incorporating the information from the printed materials on each of the tourism venues and information to be provided by the City (Economic Development Director) on tourism and its impact on Federal Way, Puget Sound and the state. o Develop a draft outline to be approved by City staff before presentation. o Develop draft PowerPoint. (not to exceed 20 slides, to include one for an Introduction; one to include overall impact from tourism, one for each of the tourism venues and one for conclusion. PRESENT • Contractor to work with City staff (Economic Development Director) to identify a date and time to present the Hospitality Education and Training Program to a Focus Group. o Contractor to work with City Staff (Economic Development Director) to identify six participants, a representative sample from hotels /motels, restaurants, tourist venues in a Focus Group for the presentation. o Contractor to send invitation to identified individuals to participate and confirm participation of at least 6 participants o Contractor to host presentation at their facility. • Make Presentation on the Hospitality Education and Training Program to Focus Group (should not to exceed one hour in length). 'PROFESSIONAL SERVICES AGREEMENT - 9 - 9/2016 Federal Way REVIEW AND REFINE CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www crtyoffederalway corn • Contractor to work with City staff to prepare an evaluation survey for the Focus Group (not to exceed 10 questions) on their opinions of the materials and presentation. o Present, collect and review completed evaluations from members of Focus Group on presentation, its materials and impact. o Make written recommendations to City staff by December 31, 2016 for subsequent implementation in 2017. DELIEVERABLES • Prepare PowerPoint presentation on Hospitality Education Program on Tourism. • Host and present Hospitality Education and Training program material including PowerPoint to a Focus Group. • Review input from Focus Group and present a written report to City staff, (Economic Development Director). PROFESSIONAL SERVICES AGREEMENT - 10 - 9/2016 QTY OF Federal Way EXHIBIT B COMPENSATION CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Twenty Thousand and No /100 Dollars ($20,000.00). 2. Method of Compensation: In consideration of the Contractor performing the Services, the City will pay the Contractor Ten Thousand and No /100 Dollars ($10,000.00) at contract initiation and upon receipt of the Contractor's invoice. The City will pay the Contractor Six Thousand and No /100 Dollars ($6,000.00) upon the completion of the presentation of a "Focus Meeting" comprised of hoteliers and restaurateurs and tourism venue owners as identified in Exhibit A and the receipt of a Contractor's invoice. The City will pay an additional Four Thousand and No /100 Dollars ($4,000.00) upon completion of the remaining services outlined in Exhibit A and receipt of a Contractor's invoice. PROFESSIONAL SERVICES AGREEMENT - 11 - 9/2016 CITY OF Federal Way EXHIBIT C SURVEY CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway com FEDERAL WAY TOURISM VENUE SURVEY (Please print) Name of Venue Address Phone, (include Area Code) Fax Website address Social Media Key Contact Person: Name Address Phone E -Mail Times of Operations: Check the following that applies: D Year Round Seasonal Explain: Months of operations I=1 Other Explain PROFESSIONAL SERVICES AGREEMENT - 12 - 9/2016 CITY OF �. Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835-7000 wtivw cityoffederalway com Hours of Operations Accessibility: = ADA /Handicapped = RV Parking = Public Transit Category of Type of Venue: Check the following that applies: Amusement Park Garden = Heritage or Historic Site = Museum = Park Sports Facility = Science Facility = Theater = Faith -Based Other, Explain Type of Ownership of Venue /Attraction: (Check the following that applies): Government = Private Non - Profit = Other, Explain Costs: Admission Discounts: (Check and provide information to all that apply) =Senior =Military =Children =Membership =Annual Pass Parking Other PROFESSIONAL SERVICES AGREEMENT - 13 - 9/2016 CITY OF .. Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www.dtyoffederalway.com While not required, answering the following questions would be much appreciated. Identify top three (3) ways visitors get to your venue? By Car By Charter Bus Airplane Train Public Transit Other How does Your Venue /Attraction Advertise? Print Advertising Paid Internet Advertising (Exclude Website) _% TV Radio % Fairs and Exhibits Others Are you a member of Visit Seattle of any other tourism promotion group? If so, please identify How many workers do you employ? Full time Part -time Volunteer 'PROFESSIONAL SERVICES AGREEMENT - 14 - 9/2016 CITY OF 4., Federal Way What are the Top three (3) reason(s) for tourists to visit your venue? Destination Specific to Your Venue Family Travel Arts /Culture Sports Competition Recreation Business Faith -Based Education Dining & Shopping Other How many guests visit your venue annually? CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway corn Where are your visitors domiciled? (By Percentage) Seattle /Tacoma Metro Area _% Western Washington Eastern Washington Out of State InternationaI % % % What ages are your venue's visitors? (By Percentage) Children % Students % Adults % Seniors % - PROFESSIONAL SERVICES AGREEMENT - 15 - 9/2016