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AG 13-020RETURN TO: EXT: CITY QF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: �-QGt,l�1 S'�i.h, `rG u EXT: 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) � PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT � GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT � SECURITY DOC�UMENT �E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE O RESOLUTION � CONTRACT AMENDMENT (AG#): ? � INTERLOCAL ❑ OTHER 5. PR03ECT NAME: I'YLl l Yl I 6. r c,� � l,r� N� NAME OF CONTRACTOR: �� Q�Y�� W l�lh.'�L� �' YY1 �l. L'I'1 Q�, IV �L�� .� ADDRESS: TE�E E-MAIL: FAX: SIGNATURE NAME: TITLE � i� ,� �� 7. EXHIBITSANDATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBTI'S ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES � PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: ��.�,�L��-Q 9. TOTAL GOMPENSATION $�S (INCLUDE EXPENSES AND SALES TAX, ff ANY� (IF CALCULATED ON HOUR LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: O 1�s ❑ rro tF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CTfY ❑ PURCHASING: PLEASE CHARGE TO: NI � 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER � DIRECTOR ❑ RISK MANAGEMENT {IF APPLICABLE} oLaw . P 1•l�•13 �- 11. COUNCILAPPROVAL (iF �P1.�caBLE) �I j� COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING � SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: O ATTACH: SIGNATURE AU'FHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEFARTMENT D SIGNATORY (MAYOR OR DIRECTOR) e'CITY CLERK f,a' ASSIGNED AG# [p�IGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED � AG# fi �j_-n� DATE SENT: }� � �]— i � il/9 r' AMENDMENT #1 to the Training Resource and Information Network (TRAIN) Agreement Contract #60097 dated January 1, 2008 THIS FIRST AMENDMENT to Contract #60097 is made and entered into by Pierce County and the Member Agencies to this agreement. WHEREAS, the parties have previously entered into an agreement dated January 1, 2008 to improve the quality of public services by developing, accessing, and expanding learning resources for public agencies and their employees. WHEREAS, the parties desire to amend the agreement in consideration of the mutual benefits and advantages to be derived by all parties, IT IS HEREBY AGREED as follows: 1. The contract shall be amended to eliminate the termination date to cause the agreement to be an open ended contract. 2. A party may terminate its participation in the contract by providing at least 90 days advance written notice in accordance with the Notice Provisions of the original agreement. Termination will be effective as indicated in the notice unless there is an active agreement obligating the party to a service or event. In that case, the termination will be effective when the terms of the agreement, including payment therefore, have been fulfilled. All other terms and conditions of the agreement and all supplements and modifications thereto shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this amendment to be duly executed, such parties acting by their representatives being there unto duly authorized. DATE this � day of , 2013. PIERCE COUNTY: Approved as to legal form only: � 7�1 DEPUTY PROSECUTING ATTORNEY Date Reviewed: � / i%f l� BUDGET & ANC Date Approved: �e Li�w.� / i � � / DEPARTMENT DIRECTOR Date N/A COUNTY EXECUTIVE Date ($250, 000 or more) w , ~ TRAIN SIGNATURE SHEET Amendment #1 Creating an Open-Ended Contract Contract # 60097/TRAIN Auth zed signator for agency Organization Name City of Federal Way Address 33325 8th Avenue South •� �:�� E�: �1-146��.50 l�l ► � ZU13 Date �c�l st��-► , N� �% DI ! � �13 �rmte nam rt e ' � ate Notification provided to: Name: ,Tean Stanlev Address: ����5 Rth Aven�e south Federal Way, WA 98003 Telephone: 253-835-2532 Fax: 253-835-2509 E-maiL• iean.stanley@cityoffederalway.com Page 2 of Amendment #1 to contract #60097 I, 0 Authai d 'gnazor for ageocy (Signator/Titte) TRAIN SIGNATURE SHEET d� �- ��,�.':. i � � r— �, SEP Z 3 �8 City of Federal Way �N �sCOOUArc�s P.O. Box 9718 Federat Way, WA 980b3-9718 Contract # b00971TRAIN 08 . ZZ, ag nau o� � �a«,����a �r �r n� ML!„ru �Ntr,���,t��n.t , �.a.►n Rc.�Li 7r'�tl��' Printed 'uk ro be identifud by agencY (as to fotm onlYi m nvn � e Notification provided to: Name: Mary McDougal Address: City of Federai Way P.O. Box 9718 Federal Way, WA 98063-9718 EIN#: �/�/�� �so Telephone: (253) 835-3531 Fax: (253) 835-259{l E-mail: marv.mcdou Ig n�lcityoffederalwav.com Date Cc,,ntra�t�Summary ......... Page l of 2 �� CONTRACT #060097-�{� Extemal Review ~''r+''� � Original He� Massa es . None Review Path DatefFime 03/Q7(2008 03ld7/2008 Susan L Wahlberg initiator - (798-6174) Altomey - (798-7748) Susan L Wahlberg Dept tact - for Cantractor Signature -(798-6174) J Maenhout�'� isk Manageme - (rif 788�E281} Juli Smdh ntra Coordinafor - (798-7734) Pa ' L Kenney ector af Budget 8 Finance •(798-7454) Revlewed By Action Action Date Susan L Wahlberg Approve 03/07/2008 03:36 PM Generai Information Contract iftle: Training Resource and Information Network (TRAIN) Agreement Contract Type: Misceqaneous - Miscelianeous (Other) Departmenr HUMAN RESOURCES (OOt.i55) Cootact: Susan L Wahtberg (798-6574) Vendor Information Vendor Name: TACOMA PIERCE COUNTY HEALTH DEPARTMENT (104609 - Governmental Entity - EIN - 91- 1488160) Vendor Infarmation Current Modifcation #0 Vendor Name: �'ACOMA PIERCE COUN`I"Y HEALTH DEPARTMHNT (104B09 - Governmentai EnEEty - EIN - 91- 1488160) Contract Value Original AmouM: $0.00 Total CoM►act Vaiue: � 50.00 Payment ierms: Due Upon Receipt Contract Term Current Period of PerForrnance: 01/Oi12p08 to 12/37/2012 Original Period of Pertomance: Ot/01/2d08 to 12/31/2012 Renewa! Option: Auloma#ic Annual Renewat Checklist Questions Does the Corttractor require the Executive's signature in lieu of any designee? �� YES � NO Interpreter ServiceT Is Scape Computer Related7 Related to legai representat3on? Will Pierce County ALWAYS sign before ihe contracYor? C.� YES ❑� NO C�YES � NO ❑ YES �❑ NO � YES D NO Comments Susan L Wahlberg (03l07/2008) The TRAIN Agreement endeavors to improve the qaaliry of public services by developoing, accessing, and expanding leaming resources for pub€3c agencies and iheir employees. http://oz.co.pierce.�wa.us/cfapps/pops_ap//summaryreports/contract summary.cfm?contxact ... 3/712008 Cqntra�t �Summary ,:.... .-.. Page 2 of 2 BARS lnforma#ion ��• EncJAGoc Yr BARS Account BARS Descriptlon Amount lnsurance/Bond Informatian 7ype CerGficate # Company Exp. Date Bond Amouirt Modi�ication lnformation Mod � Modiflcat3on Type Start Date End Date Max Amt Adj Vendor Name 0 Orig'snal 01/01/2008 f2/31/2012 $0.00 TACOMA PIERCE C011NTY HEAI.TH DEPARTMENT http://oz.co.pierce.wa.us/cfapps/pops_ap//summaryreports/contract sumtxaary.cfm?contract ... 3/7/2008 ! ,.. THE TRAINING RESOURCE AND INFORMATIQN NETWORK (TRAIN) AGREEMENT THIS AGREEMENT is entered into this day by and between the Member Agencies wha are public agencies and signataries to this Agreement. The term of this Agreement shall commence on the lst day of January, 2008, and shall, ur�tess terminated eisewhere in accordance with this Agreement, terminate on the 315t day of December, ZOI2. RECITALS The parties desire to improve the quality of public services by developing, accessing and expanding learning resources for the Member Agencies and their employees; As recipients of public tax dolIars, the parties aze obligated to the citizens of their communities to wisely and efFectively use the funds under their control to train, develop and retain quality employees; The parties provide simitar services to the public and their empioyees require similar learning opportunities to maintain an excellent level of knowledge, skills, abilities and service; The needs of each party's jurisdiction are similar and the ability to meet those needs varies; Through careful and creative sharing of ths parties' various resources all Member Agencies can expand their capacity to offer training and development services to their employees, expand their resource pool, and avoid duplication of services; NOW,1'I�REFORE, in consideration of the terms and conditions contained herein, and of the mutual benefits and obligations set forth herein, it is mutually agreed between the parties as follows: TERMS OF THE AGREEMENT SECTION l. PURPOSE. The purpose of TRAIN shall be to improve the qualzty of public services by developing, accessing and expanding learning resources for public agencies and their employees. SECTION 2. PARTIES' OBLIGATIONS. The parties shall provide services ta TRA1N as set forth in this Agreemeni. SECTION 3. TERM OF TI3E AGREEMENT. The Agreement shall be effective as to each party upon signature and until such time as the party prnvides notice of termination of its participation, according to the Notice Provisions of this Agreement. Termination wili be effective immediately unless there is an active agreement obligating TRAINAgreement 2008 Page 1 of S +_,. .. ,...... that party to a service or event. In that event, the termination will be effective when the agreement has been fulfilled. SECTION 4. INDEMNIFICATION AND DEFENSE. Member Agencies when providing or utilizing resources or services pursuant to this agreement shall defend, indernnify, and save harmtess ather Member Agencies, their officers, employees, and agents from any and aIi costs, ciaims, judgments, or awards of damages, resulting from the negligent acts ar omissions of the Member Agency, its officers, employees, or agents associated with this Agreement, except as pravided herein. In executing this Agreement, the Member Agencies do not assume liability or responsibiliry for or in any way release other Member Agencies from any liability or responsibility which arises in whole or in part from the existence or effect of a Member Agency's ordinances, ruies, regulations, resolutions, customs, policies, or practices (hereinafter, "regulations"). If any cause, claizn, suit, action or administrative proceeding is commenced in which the enforoeability and/or validity of any such regulation is at issue, #hat Member Agency shali defend such clairns at its soIe expense, and if judgment is entered or damages are awarded solely on such claims against ihat Member Agency, another party or other parties, that Member Agency shall satisfy the same, including all chargeable costs and attorney's fees. If any cause, claim, suit, action or adxninistrative proceeding is commenced by a Member Agency's employee, in which another Memb�r Agency's training content and/or the adequacy of the training is at issue, the employing Member Agency shall defend such claims at its sole expense, and if judgment is entered or damages are awarded solely on such claims against another Member Agency, the employing Member Agency sha11 satisfy the same, including alI chargeable costs and attorney's fees. It is further provided that no liabilifiy shall attach to any Member Agency by reason of entering into this agreement, except as expressly provided herein. SECTION 5. NU THIRD-PARTY BENEFICIARY. The Members of the TRAIN network do not intend by #his Agreement to assume any contractual obligations to anyone other than the Members as set forth in this Agreement. The Member Agencies do not intend that there be any third-party beneficiary ta this Agreement. SECTION 6. INSURANCE CUVERAGE. The Member Agencies shatl maintain at all times during the course of this Agreeinent either a Commercial general liability insurance poticy of $1,000,000 or seif insured comparable coverages. SECTION 7. NON-DISCRIMINATION. The parties certify that they are Equal Opportunity Employers. SECTION 8. ASSIGNMENT. No party 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 all other parties. SECTION 9. NOTICE PROViSiONS. Any formal notice or communication to be �iven by a Party under this Agreement shall be deemed properly given if e-mailed, TRAINtlgreement 2008 Page 2 of S . " ' ; delivered or mailed postage prepaid and addressed to the signatories to this Agreement at the addresses specified herein. SECTION 10. RELATIONSHIP OF THE PARTIES. The parties intend that an independent contractor/governmental agency relarionship be created by this Agreement. Nothing cantainetl herein shall be construed as creating the relationship of employer and employee or principal and agent between any of the parties and another party's agents or employees. Each party shall retain a11 of its authority for rendering services, standards af performance, control of personnel, and other matters incident to the per%rmance of this Agreement. Nothing in this Agreement shall make any employee of a party an employee of another party foz any purpose including, but not limited to, withholding of taxes, payment of benefits, worker's compensation pursuant to Tit(e 5 i RCW, or any other rights or privileges accorded ta any party's employees by virtue of their employment with that P�Y• SECTION 11. WAIVER. No waiver by any party of any term or condition of this Agreement shall be deemed or construed to constitute a waiver of any other term or condition or of any subsequent brea.ch, whether of the same or a different provision of this Agreement. SECTTON 12. ENTIRE AGREEMENT. This Agrcement contains all of the Agreenaents of the Parties with respect to any matter covered or mentioned in this Agreement and no prior agreements sha11 be effective for any purpose. SECTION I3. CONTRACT ADMINISTRATIQN. Fierce County shall be responsible for maintaining this original contract and far providing notice of additional Me�bers to the other Members. SECTION 14. CONTRACT NOTIFICATION. All changes, additions, deletions, amendments or termination wili be delivered ta Pierce County Human Resources Department at 615 South 9`� St. Suite 200, Tacoma, WA. 98405. SECTION i 5. AMENDMENT. Provisions within this Agre�rnent may be amended with the mutual consent of the parties hereto; however, new Member Agencies ta this Agreement may be added by Pierce County at any time without the mutual consent of the parties and sha11 be effective for the reznainder of the contraet term. No other additions to or al#erations of the terms of this Agreement shall be valid unless made in writing, formally approved and executed by duly authorized agents of the parties. SECTION l6. NO REAL PROPERTY ACQUISiTION OR JOINT FINANCIlVG. This Agreement does not provide for the acquisition, haiding, or disposal of real property. Nor does this Agreement contemplate the financing of any joint or caoperative undertaking. There shall be no budget maintained for any joint or cooperative undertaking pursuant to this Agreement. TR4INAgreement 2008 Page 3 of S r.,..... SECTION 17. SEVERABILITY. If any of the provisions contained in this Agreement are held illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. SECTION 18. FUTURE NON ALLOCATION OF FUNDS. Notwithstanding any other teims of this Agreement, if sufficient funds are not appropriated or altocated for payment under this contract for any future fiscal period, the Meznber Agency wilt not be obligated to make payment for services or amounts after the end of the fiscal period through which funds have been appropriated and allocated, unless authorized by the legislative authority. No penalty or expense shall accrue to the M�mber Agencies in the event this provision applies. SECTTON 19. GUIDING PRINCIPLES. l. Each party has proprietary "rights" to their own resources. 2. Each party identifies their own resources to be included in the pool. 3. Meznber Agencies "join" by requesting or offering resources or services and agreeing by signature of authorizing agent to the guiding principles and grocedures of this Agreement. Member Agei�cies will each designate a representative to TRAIN who will be authorized to enter into this agreement. 4. This agreement is subordinate to other existing agreements or contracts inclnding collective bargaining agreements, and federal, state or local laws. S. This Agreement shall not relieve any public agency of any obligation or responsibility otheiwise imposed upon it by taw. SECTION 20. DEFINITIONS. The fotlowing, as defined herein, may be utilized by the TRAIN network: Qpen Serviees: When there is nfl significant cost incurred by the providing Member Agency such as space available in scheduled courses. Shared Resources: Those resources identified by the Member Agency available to the network which may include: Services: Trainers, facilitators, mediators, consultants Resources Purehased by TRAIN Agency Members: Videos, curricula, materials provided that each entity shall comply with any procurement and/or bidding requirements appiicable to that entity. Resources Created by Member Agencies: Videos, curricula, training materials, online courses. Existing Resourees: Space, materials, videas, books. Tailored services: Services provided when ane Member Agency provides services exciusively to another and tailored to that jurisdictions' needs. Charges for tailored sen�ices will be for actual expenses {staff time, materials, costs incurred). This conld include training, faciiitation, consultation and mediarion_ TR�2IN.4greement 2008 Page 4 of S � Shared Events: Conferences, workshops, pres�ntations, seminars. Other: Resources and s�ervices deemed appropriate by the parties. SECT'ION 21. ARRANGEMENT FOR SERVICES. Services can be arranged through a letter of agreement or engagement, a job order, or a purchase order from one authorized TRAIN Agency Member to another, under the agency's applicable purchasing procedures, by referencing this a�reement. Such lettezs or orders will outline #he scope of services to be provided, dates of delivery and terms of payrnent if appropriate. SECTION 22. PAYMENT FOR SERVICES. Any payment for services will reference this agreement and follow participating agency procedures. Payment znay be on a cost per participant basis, cost based on expected level of participation or actual cost for materials consurned. IN WITNESS WHEREOF, the Parties have caused this Ageement to be executed on the dates indicated: PIERCE COUNTY: Approved As to I,egal Form Only: ��� �1�.���. � �� I a� Prosecuting Attorney Date Recommended: � � 3 -� B dget and Financery��� Dafe Approved: 1 3 (U `� Department irector Date {less than $250, 000) N/A County Executive {over �250, 000) Date TRAINAgreement 2008 Page S of S