Loading...
AG 18-056RETURN TO: Thomas Fichtner EXT: 2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: Information Technology ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. BY: ASAP TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT 0 SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE AGREEMENT IN GOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE 0 RESOLUTION ❑ CONTRACT AMENDMENT(AG#): 0 INTERLOCAL ❑ OTHER . PROJECT NAME: City Drupe! NAME OF CONTRACTOR: Fuse IQ, INC. ADDRESS: 3131 Western Avenue, Suite 310 E-MAIL: alex©fuseiq.com TELEPHONE (206) 788-4484 x108 FAX: SIGNATURE NAME: TITLE EXHIBITS AND ATTACHMENTS: MI SCOPE, WORK OR SERVICES O COMPENSATION 4NSURANCE REQUIREMENTS/CERTIFICATE 0 ALL OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: Upon Execution (VS I8' COMPLETION DATE: 12/31/18 TOTAL COMPENSATION $ 7,425 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 1NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED Lit YES 0 NO IF YES, $ 675 (included in total above) PAID BY: 0 CONTRACTOR A CITY RETAINAGE: RETAINAGE AMOUNT: 0 RETAINAGE AGREEMENT (SEE CONTRACT) OR 0 RETAINAGE BOND PROVIDE O PURCHASING: PLEASE CHARGE TO: 502-1100-046-518-95-414 0. DOCUMENT/CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) O LAW I . COUNCIL APPROVAL (IF APPLICABLE) INITIAL/ DATE REVIEWED �- 54, (- SCHEDULED COMMITTEE DATE: SCHEDULED COUNCIL DATE: 2. CONTRACT SIGNATURE ROUTING NT TO VENDOR/CONTRACTOR DATE SENT: O ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS L-17 ir INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: v/A_ COUNCIL APPROVAL DATE: DATE REC'D: ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED SLAW DEPARTMENT i SIGNATORY (MAYOR OR DIRECTOR) �/ f/t3 /11 ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED 'OMMENTS: AG DATE SENT: 61-17 If. 'fr `471./ig- IR FUSE IQ, Inc. Professional Services Agreement This agreement for professional services ("Agreement") between City of Federal Way, a Washington municipal corporation ("Client"), with offices in 33325 8th Ave. S., Federal Way, WA 98003-6325 and FUSE IQ, Inc. ("FUSE"), with offices at 3131 Western Ave, Suite 310 Seattle, Washington 98121 is made effective as of 5 April 2018 In consideration of the mutual covenants and undertakings contained herein, the parties agree as follows: (a) Services. FUSE shall perform professional services as described in a proposal, in Exhibit "A", project brief, change request or other statement of service ("Services"), the terms of which are incorporated by reference herein. (b) Fees. Client shall pay FUSE for performing the Services in accordance with the rates, terms and payment schedule indicated in the relevant Services documents. Unless otherwise specified payment terms shall be thirty (30) days after receipt of each FUSE invoice. All expenses incurred by FUSE for travel and lodging shall be reimbursed by Client. Invoices for authorized expenses, substantiated by adequate receipts, will be issued to Client no less often than every thirty (30) days. (c) Method of Performing Services; Results. In accordance with Client's objectives, FUSE will determine the method, details and means of performing the Services required by this Agreement. Client shall have no right to, and shall not, control the manner or determine the method of performing FUSE's Services. FUSE shall provide the Services for which FUSE is engaged to the reasonable satisfaction of Client. Client may suggest to FUSE, from time to time, methods or strategies Client believes may assist FUSE in the efficient performance of FUSE's Services under this Agreement. Consistent with FUSE's independent contractor status; however, FUSE shall exercise FUSE's independent business discretion in determining whether or not to follow Client's suggestions. (d) Time/Progress Reports and Invoices. FUSE will submit time and/or progress reports to Client per the schedule specified in the relevant Services document(s). Invoices for Services shall be submitted to Client on the periodic payment basis as specified in the Services document(s) or its supplement(s). (e) Workplace, Hours and Instrumentalities. FUSE may perform the Services required by this Agreement at any place or location and at such times as FUSE shall determine. FUSE agrees to provide all tools and instrumentalities, if any, required to perform the Services under this Agreement; however, Client may at its convenience make available to FUSE suitable office space, computer equipment, and the like, to facilitate the efficient rendering of FUSE's services to Client. (f) Client Responsibilities. Client shall cooperate with FUSE by providing access to all information, materials, personnel, and equipment as may be reasonably necessary for FUSE to perform its duties hereunder and shall comply with reasonable requests of FUSE in the performance of it duties hereunder. (g) Term and Termination. The term of this Agreement shall commence as the date of this Agreement and shall terminate as provided below. Termination. Either party may terminate this Agreement at any time, with termination effective thirty (30) days from delivery of written notice (through electronic mail, courier or in person) to the other party. Duties Upon Termination; Transition Planning. Upon notice of termination of this Agreement for any reason by either party, FUSE agrees to provide Client with a plan to wind up its services under this Agreement and/or to work with a successor designated by Client to establish a transition plan. In no event shall the winding up of services or transition planning exceed the 30 -day period between delivery of the notice of termination and the effective date of termination. Client shall promptly pay FUSE all fees and approved expenses incurred by FUSE to the date of termination within fifteen (15) days after receiving FUSE's final invoice. (h) Title. All right and title to the work provided by FUSE to Client becomes the property of Client, upon full payment of invoices. Any templates delivered by FUSE to Client may be modified by Fuse IQ, Inc. Professional Services Agreement Page I of 5 Client for its own purposes. Certain reusable techniques, concepts, information and documentation developed by FUSE ("Utilities") may be incorporated into the work for Client. Such Utilities shall remain FUSE's proprietary information and intellectual property. (i) Confidential Information. Confidential Information. By virtue of this Agreement, the parties may have access to information that is confidential to one another ("Confidential Information"). Confidential Information shall include any and all information that would reasonably be considered confidential, including but not limited to Client's and FUSE's employees, organization, activities, policies, or products and including any written reports, findings, conclusions, recommendations, or reporting data and analysis prepared by FUSE and provided to Client under this Agreement. It is the express intent of this Section that neither party disclose to any third party any information it learns concerning the business of the other party in the performance of services provided under this Agreement. Exclusions. A party's Confidential Information does not include information that (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. Duty to Maintain Confidentiality. The parties agree, both during the term of this Agreement and after termination of this Agreement, to hold each other's Confidential Information in confidence so far as such confidence is consistent with Washington State's Public Disclosure laws. The parties agree not to make each other's Confidential Information available in any form to any third party or to use each other's Confidential Information for any purpose other than the implementation of this Agreement. Each party agrees to use the same degree of care that it uses to protect its own confidential information of a similar nature and value, but in no event less than a reasonable standard of care, to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this Agreement. (J) Ownership and Return of Client Property. All materials (including, without limitation, documents, drawings, models, apparatus, sketches, designs, lists, all other tangible media of expression), equipment, documents, data, and other property furnished to FUSE by Client, (collectively, the "Client Property") are the sole and exclusive property of Client or Client's suppliers or customers. At the end of this Agreement, or at Client's request, FUSE shall destroy or deliver to Client, at Client's option: (a) all Client Property and (b) all tangible media of expression in FUSE's possession or control which incorporate or in which are fixed any Confidential Information. Disclosure. As part of this agreement, Client grants to FUSE certain rights of disclosure, specifically permission to display the Client logo and name in printed and electronic client lists, unless otherwise agreed in writing between the parties. (k) Warranty. FUSE warrants that the Services will be of a professional quality conforming to generally accepted industry standards and practices. Fuse IQ will fix faults in our work for 30 days from the completion date. The completion date is when Fuse IQ and the client mutually agree the site is code complete according to any requirements, wireframes, sitemaps, flowcharts, change requests, or any other documentation that describes the project solution OR once the site under development is launched on the Production server for public consumption. THE FOREGOING WARRANTY IS FUSE'S EXCLUSIVE WARRANTY, AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. (1) Independent Contractor. FUSE shall perform the Services as an independent contractor, and nothing contained in this Agreement shall be construed to create or imply a joint venture, partnership, principal -agent or employment relationship between the parties. FUSE shall not take any action or permit any action to be taken on its behalf which purports to be done in the name of or on behalf of Client or its affiliates. Neither FUSE, nor any of its employees or agents (independent consultants, associates or subcontractors), shall, in any sense, be Fuse IQ, Inc. Professional Services Agreement Page 2 of 5 (m) considered employees or agents of Client, nor shall FUSE, its employees or agents, be eligible or entitled to arty benefits, perquisites or privileges given or extended to Client employees. Dispute Resolution. FUSE and Client agree to use their best efforts to resolve privately any claim, controversy or dispute between them arising out of or in any way related to this Agreement or its termination. If the parties are unable to resolve a dispute through direct negotiation, they agree to seek mediation with a neutral third party mediator acceptable to both parties. If the parties are unable to locate a mutually acceptable mediator within thirty (30) days of one party providing notice to the other that it is electing to mediate a dispute, or mediation has continued for 30 days without a resolution acceptable to both parties, the parties agree to arbitrate the dispute. The arbitration will be conducted in Seattle, Washington, by a single neutral arbitrator and in accordance with the American Arbitration Association's ("AAA") then current rules for resolution of commercial disputes. Either party shall be permitted to appear by teleconference. The arbitrator shall have the power to enter any award that could be entered by a judge of the trial court of the Washington. The parties agree to abide by any award rendered by the arbitrator. Judgment on the award may be entered in any court having jurisdiction thereof. (n) Mutual Indemnity. Each party shall indemnify and hold the other harmless from any and all claims, suits, proceedings, losses, damages and costs for (i) injury or death to persons or damages to tangible real or personal property caused by the fault or negligence of the indemnifying party, its employees and agents, or (ii) the other party's possession and use of information, including deliverables, provided by the indemnifying party that infringes any third party patent, trade secret or copyright. (o) Governing Law and Venue. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of Washington, as such laws are applied to agreements entered into and to be performed entirely within and between residents of Washington. Venue shall lie in King County, Washington. (p) (q) Severability. If any provision of this Agreement is determined to be unenforceable, (i) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (ii) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. Waiver; Amendment; Modification. This Agreement may be amended or modified only by mutual agreement of authorized representatives of the parties in writing. No term or provision of this Agreement will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed by both parties. The waiver by either party, or consent by either party to a breach of any provision of this Agreement by the other party, shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by the other party. (r) Entire Agreement. This Agreement and its attachments constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all services undertaken by FUSE for Client. Fuse IQ, Inc. Professional Services Agreement Page 3 of 5 IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: Thomas Fichtner, IT Manager DATE: FUSE IQ, INC.: Printed Name: Alexander Sum Title: Director of Sales DATE: 5 April 2018 STATE OF WASHINGTON COUNTY OF ) ss. ATTEST: til / a e Courtney, CMC, Cit Serk APPROVED AS TO FORM: J. Ryan Call, City Attorney On this day ersonally appeared before meAII(alftct-eV f SUNT, to me known to be the tY C Giver' ,S a I -e. _ of t./t/ye. 1 Q , f vi C . that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this t -41" -day of ( , 20 1 1 AORIANA RAMIREZ Notary Public State of Washington My Appointment Expires Mar 15, 2u21 Notary's signature Notary's printed name .-,4drtaha (ZUvt(r- Notary Public in and for the State of Washington. My commission expires 03115- I lO21 Fuse IQ, Inc. Professional Services Agreement Page 4 of 5 1. The Contractor shall a. Technical Audit i. Assess 1. 2. 3. 4. ii. Assess 1. 2. 3. 4. 5. iii. Assess 1. 2. 3. 4. iv. Create 2. EXHIBIT "A" SERVICES do or provide the following: the Hosting setup and configuration Performance Throughput and capacity Server -level security Backups the website's configuration and quality Standard, nonstandard and/or custom Core product configuration Contributed modules and custom modules (if they exist) Performance caching Site -level security Do modules and/or Core need updating website's theme configuration and quality Purchased theme template or custom Subthemes Standard or nonstandard use of HTML/CSS Use of SASS; use of SASS/OMEGA or other and deliver report Report on findings Estimates for recommended work Fuse IQ, Inc. Professional Services Agreement Page 5 of 5 Estimates are based on the broad requirements and discussions as presented to Fuse IQ to date. Once the Requirements & Analysis phase is complete, we reserve the right to re -estimate subsequent stage especially when new scope and requirements are added or features changed to being more complex than originally described. However, know that we at Fuse IQ have a stellar reputation for being honest, fair, responsible, efficient, and experts in how we go about our business and relationship with our clients. We take clients' scope, budget, and schedule with utmost care and will work with our clients amicably for win-win solutions. For this project, because of your limited yearly budget, we are offering you a special for this Audit and Assessment work. Typically Audit work is at our Time and Materials rate of S145/hr. We are offering to the City to perform the Audit and subsequent maintenance work at the double discounted Block rate of 5135/hr. NOTE: Blocks are purchased at a minimum of 20 hours with additions in 10 hour increments. In other words your minimum purchase will always be at 20 hours yet you can add to your purchase 10, 20 or 30 hours in the same purchase. Technical Audit 7 - 10 S945 - S1,350 (cap at 51,350) 36 We will fix faults in our work for 30 days from the completion date. The completion date is when Fuse IQ and the client mutually agree the site is code complete according to any requirements, wireframes, sitemaps, flowcharts, change requests, or any other documentation that describes the project'solution OR once the site under development is launched on the Production server for public consumption. After a main project is completed and launched, we begin a phase of ongoing maintenance. We offer two ways to work with Fuse IQ, Time & Materials or Prepaid Maintenance Blocks. Time & Materials: we bill you hourly for work at the end of each month in which it is completed. Payment for work is due within 30 days after the Invoice is received. • Discounted Nonprofit and Higher Ed Hourly Rate - 5145/hour Prepaid Maintenance Blocks: blocks of hours purchased and paid for before work is done; purchased in 10 hour increments. For maintenance and support of completed project work. We find this very helpful for our clients to budget for work ahead of time and limit repeated internal approvals needed each time work is requested. Since they are paid up front before the work is done, then Fuse IQ discounts the hourly rate. • Discounted Nonprofit Block Rate - S135/hour (overseas rate different) Fuse IQ greatly appreciates the opportunity to submit this Proposal. Your project is important work and very interesting (i.e. challenging and we know we can do excellent work) to us. We have the utmost competence, experience, and reputation to exceed your expectations in working collaboratively with a high level of trust and communication. We have all the resources to be an outstanding partner for you. Signature by authorized representative our respective organizations constitutes agreement to the terms stated above. Signature Signature 1 LIN\c-> r:6"4 V12✓ - Name Name Title Title `470� Date Date _-1 ® SSY ACRO CERTIFICATE OF LIABILITY INSURANCE R045 DATE(MM/DD/YYYY) 3/16/2018 THIS CERTIFICATE'S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER GURRY & ROGER$ INS AGCY INC/PHS 811637 P: (866) 467-8730 F: (888) 443-6112 PO BOX 33015 SAN ANTONIO TX 78265 CONTACT NAME: (A/No, (866) 967-8730 FAX (888) 443-6112 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Hartford Casualty Ins Co 29424 INSURED FUSE -IQ INC 3131 WESTERN AVE STE 310 SEATTLE WA 98121 INSURER B X INSURER C: INSURER D: 52 SBA FV4247 INSURERE: 01/18/2019 INSURERF: S1,000,000 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF IMM/DD/Y1719 POLICY EXP IMM'DD/YYYY) LIMITS A COMMERCIAL GENERAL -MADE Llab X LIABILITY OCCUR 52 SBA FV4247 01/18/2018 01/18/2019 EACH OCCURRENCE S1,000,000 CLAIMS DAMAGEPREMISES TO (Ea ocRENTEDcurrence) $300,000 X GEN'L General X MEDEXP(Anyoneperson) $10,000 PERSONAL & ADV INJURY $1,000,000 AGGREGATE LIMIT PRO -X JECT APPLIES PER: LOC GENERAL AGGREGATE $2,000,000 POLICY PRODUCTS - COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY 52 SBA FV4247 01/18/2018 01/18/2019 COMBINED SINGLE LIMIT (Ea accident)// $1000000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ x PROPERTY DAMAGE (Per accident) S S UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE S AGGREGATE S DED RETENTION $ $ WORKERS COMPENSATION ANDEMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE- EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT S A EMP STOP GAP 52 SBA FV4247 01/18/2018 01/18/2019 $1,000,000/1,000,000/1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Certificate holder is an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION City of Federal Way 33325 8TH AVE S FEDERAL WAY, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED/REPRESENTATIVE V u®otn ClefZa,2> ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD