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AG 13-123RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: 2. ORIGINATING STAFF PERSON: -QiD4t a XT: Z4 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 ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT 6. ❑ MAINTENANCE AGREEMENT �i-12 SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION �cONTRACTAr=XTT%X XT7.X r fA�u %. 12_ 1 o7 21n1 � .—,,. ❑ OTHER PROJECT NAME: NAME OF CONTI ADDRESS: _ E -MAIL: SIGNATURE NAME: is v.v TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN El REQUIRED LICENSES CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: ' /.�-v t 3 COMPLETION DATE: 12-131 /.. 9. TOTAL COMPENSATION $ Z S LJV O DY o l n (�y1'�LGt(,� (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLO EES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR ❑ ATTACH: SIGNATURE AUTHORITY, ❑ LAW DEPARTMENT ❑ CHIEF OF STAFF I2rSIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: 11/9 KIM, ARR �1��JIf %1iil •.L ' 4J INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: eI►tp&4fa cm0u; DATE SENT: Mill DATE REC'D: 2 /Z (a/ INSURANCE CERTI IC E, LICENSES, EXHIBITS INITIAL / DATE SIOT, CITY OF 3332 HALL '�.. Federal Warr 33325 Stn Avenue � 3 Federal Way, WA 98E}(73 -6325 (253) 835 -7000 www crdyofederahn+ayearn AMENDMENT NO.3 TO PROFESSIONAL SERVICES AGREEMENT FOR OPERATIONAL SUPPORT — CDBG COMMERCIAL PROGRAM This Amendment ( "Amendment No. 3 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Washington State Microenterprise Association, a Washington private non - profit 501(c)(3) agency ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for operational support of the City's CDBG Commercial Loan programs ( "Agreement ") dated effective May 21, 2013, as amended by Amendment Nos. l and 2, 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 June 30, 2016 ( "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, is 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 - 1/2010 CITY OF CITY HALL 1% 33325 8th Avenue South Federal Way Federal Way, WA 98043 -6325 (253) 835 -7000 RECEIVED BY w'''waly' era 'TIMMUNITY & ECONOMIC IN WITNESS, the Parties execute this Agreement below, effective the last date written bROUELOPMENT DEPARTMENT SEP 15 2015 CITY OF FEDERAL WAY By: Jim Fee or DATE: Aq ATTEST: y1" ojg�tm� Jerk, Stephanie Co n y, CMC APPROVED AS TO FORM: 0 �dCity Attorney, Amy Jo Pearsall WASHINGTON MICROENTERPRISE ASSOCIATION By: .� / ' Jawer Title: 20GACI Pr-p-cocdffif DATE: A-11-1 STATE OF WASHINGTON ) ss. COUNTY OF ) /) . n. O Z d7 personally appeared before me to me known to be the of LL) s A fl 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 K\ , is the corporate seal of said corporation. S. GIVEN N % U80 " C 6.12.1 al this / l day of 120 /> o ' 's signature rd � g nature otary's printed name tit-" (V LO -" ' ti"'W'r Notary Public in and for the State of Washington. My commission expires t! " /;L-:-1 I AMENDMENT - 2 - 1/2010 RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: L b I C J 2. ORIGINATING STAFF PERSON: 4. 6. EXT: Z(1 5I 3. DATE REQ. BY: 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 DOCUMENT (E.G. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION CONTRACT AMENDMENT (AG #): - l Z3A ❑ INTERLOCAL ❑ OTHER PROJECT NAME: NAME OF CONTI ADDRESS: E -MAIL: SIGNATURE NAME: :y�e TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES OR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: COMPLET N DATE: 9. TOTAL COMPENSATION $ Z INCLUDE EXPENSES AND SALES TAX IF ANY V l0U ( ) (IF CALCULATED ON HOURLY LABOR CHAR E - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY n /y t (� (L/ L� Cl PURCHASING: PLEASE CHARGE TO: 17 ��I ��l�J'" % q�3" 7� l " 7! J [ �� 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER • DIRECTOR • RISK MANAGEMENT (IF APPLICABLE) • LAW INITIAL / DATE APPROVED ....- . _ _. _ ......_.. . 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, LltE14SES, EXHIBITS ❑ LAW DEPARTMENT ❑ CHI STAFF W-STGNATORY (MAYOR OR DIRECTOR) CITY CLERK GtASSIGNED AG# SIGNED COPY RETURNED COMMENTS: 11/9 INITIAL / DATE SIGNED DATE SENT: mo- M.. CITY OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 Federal Way (253) 835 -7000 www d"ffederaMey com AMENDMENT NO.2 TO PROFESSIONAL SERVICES AGREEMENT FOR OPERATIONAL SUPPORT — CDBG COMMERCIAL PROGRAM This Amendment ( "Amendment No. 2 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Washington State Microenterprise Association, a Washington private non - profit 501(c)(3) agency ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for operational support of the City's CDBG Commercial Loan programs ( "Agreement ") dated effective May 21, 2013, as amended by Amendment No. 1, 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, 2015 ( "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, is 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 - 1/2010 CITY OF CITY HALL ,, Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. couffederahvay. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Mayor ATTEST: C' 1 rk, Stephanie Courtn y, C C DATE: / 2-- APPROVED AS TO FORM: 4-vi( City Attorney, Amy Jo Pearsall WASHINGTON MICROENTERPRISE ASSOCIATION By: Printed Name:..Tr esa Z-e-Ci c ;n a Title: Ckee,;LhV,e TO i r-e clor DATE: 12 - 30 / STATE OF WASHINGTON) ) ss. COUNTY OF On this day personally appeared before me 7— to me known to be the eX c e" T i i6F & ye- e-j- of U „q- 5 eW Z -22&,q .-o £,c, T. l%s::g a_ 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 day of Af L' _r_OW/5 F- 1p— , 2010e �1. O� flip WAS\A' s, rn� Notary's signature Notary's printed name Notary Public in and for the State of 7;2o/� shington. My commission expires 03 AMENDMENT - 2 - 1/2010 RETURN TO:� EXT: CITY OF FEDER , WA` ,Y LAW DEPARTMEN __ .ZOUTING FORM 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: S EXT: oo- ( 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 DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION `CONTRACTAMENDMENT (AG #): 3 - (Z 3 ❑ INTERLOCAL ❑ OTHER D 5. PROJECT NAME:O. 4 L OaPt eNvrm - AAt&m&E-fW aw V14i a Qu� 6. NAME OF CONTRACTOR: VA S WA G G ADDRESS: S. S U TELEPHONE�� %G �_� 04 E- MAIL: 4-QVeAa lust jLy-o& . ?, aV'4 FA - 6 SIGNATURE NAME: gip, �� Le- nrr M S TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES O COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 5 /3 COMPLETION DATE: 20 9. TOTAL COMPENSATION S ' 1 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SC9H �JDULES 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 `I�PURCHASING: PLEASE CHARGE TO:1����%�- ��j 57� --�/ T-1 c 10. DOCUMENT /CONTRACT REVIEW INITIALIZATE REVIEWE I IAL /DATEA P OVED ❑ P POJECT MANAGER l IRECTOR Lov ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW mlo Z•IZ 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING • SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: 3 to • ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT V,&<NATORY (MAYOR OR DIRECTOR) • CITY CLERK • ASSIGNED AG# • SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED AG# - DATE SENT: A - -1 11/9 4 CITY OF CITY HALL Fed a ra 11!i/ay 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 mm cayoffederahvay. com AMENDMENT NO.1 TO PROFESSIONAL SERVICES AGREEMENT FOR OPERATIONAL SUPPORT – CDBG COMMERCIAL PROGRAMS This Amendment ( "Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ( "City"), and Washington State Microenterprise Association, a Washington private non -profit 501(c)(3) agency ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for operational support of the City's CDBG Commercial Loan programs ( "Agreement ") dated effective May 21, 2013, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2014 ( "Amended Term "). 2. AMENDED SERVICES, The Services or Work, as described in Exhibit "A" and as referenced by Section 2 of the Agreement, shall be amended to include, in addition to work and terms required under the original Agreement and any prior amendments thereto, those amended services described in Exhibit "A -1" attached hereto and incorporated by this reference ( "Amended Services "). 3. PRO—VISIQN 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, is 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] Y1C ?jq)1i!l� Alvu 4()?V%TB AMENDMENT - 1 - 1/2010 ` CITY OF CITY HALL ,�. , 33325 8th Avenue South Federal Way, WA 98003 -6325 Fe d e ra I Way (253)835 -7000 www.cifyoffederalway.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: By: Jim ell, ayor City Clerk, Carol McNeilly CMC\j DATE: 3 "-/ V—/ y APP VED AS TO FORM: City Atto Patricia A Richardson WASHINGTON STATE MICROENTERPRISE ASSOCIATION By: _'—Z� 46L� Printed Name: —reCe -scL `--DPj; c..i n o Title: GYo�ei#U���err DATE: STATE OF WASHINGTON ) ) ss. COUNTY OF K i n CA On this day personally appeared before me Tere3or Q?t(c('nO , to me known to be the Q,ec �, F; 7B^f- of W SM1} 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 b ! day of /✓1 or c k , 20 T©NY PHILLIPS Nraar�y's s signature MATE OF vla M N printed n h' i S Notary PubAc in and for the State of Washington. NOTARY PUBLIC My commission expires WCQWISSIONEXMS AMENDMENT - 2 - 1/2010 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 vlww cayoffederahvay. com EXHIBIT A -1 AMENDED SERVICES The Contractor shall do or provide the following amended services: I. Scope of Services. The intent of this Agreement is to provide operational support to the City's low- interest CDBG Commercial Loan Program and Commercial Exterior Improvement Program for the purpose of creating and/or retaining low and moderate income jobs in the City of Federal Way. The Contractor agrees to provide the services set forth herein. All capitalized terms, unless defined herein, have the same meaning as set forth in the Agreement. All Exhibits identified are the same Exhibits as set forth in the Agreement. The City agrees to use WSMA's standardized processing and monitoring system to include loan application, credit reports, risk assessment, underwriting process and loan closing documents. In providing services, WSMA shall rely on the City and their technical assistance providers to work with applicants and prepare borrowers in providing required information and documentation to process loan applications. WSMA shall provide loan processing support services to the City of Federal Way's loan programs and shall not serve as a City of Federal Way loan officer or representative. WSMA shall provide loan status reports; however Federal, state and local program reporting, (i.e. CDBG program reporting, etc.), shall be the responsibility of the City. H. Meetings Contractor shall meet with City representatives on a quarterly basis to review program progress and contract status. At the meeting the parties may (1) review the monthly statements for loan payments received, and delinquent loans and loan balances; (2) review administrative issues associated with the performance of the Agreement. III. Operational Support of City's CDBG Commercial Loan and Exterior Improvement Program The Contractor shall provide services in cooperation with the City to assist Federal Way businesses obtain capital for business startup and expansion defined as: A. General Program Administration - The Contractor shall perform the following general program administration tasks: 1. Program Marketing - Contractor will market the City's program by including the City's CDBG Commercial Loan Program in informational materials prepared by Contractor. This shall include: a) Establish a program description and a link to the City's CDBG Commercial Loan Program on website. B. Loan Analysis/Underwriting/Closing -The Contractor shall perform the following loan analysis, underwriting and closing tasks: 1. As requested by the City, coordinate with City- approved technical assistance providers in aiding loan applicants complete the application forms and other required documents 2. Perform an appropriately detailed financial analysis of each application, forwarded by the City, AMENDMENT - 3 - 1/2010 ` CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway com 3. Coordinate all necessary loan documents and supporting information with City and or TA provider; 4. Prepare and forward to the City recommendations and conditions of approval or denial for each loan; 5. Upon authorization by the City, arrange for and complete all loan closing documents, loan security documents and provide the City original copies of all documents; The City shall facilitate proper signatures and submit filings along with appropriate fees to execute the loan(s). 6. Perform all other tasks reasonably necessary to carry out the purpose. C. Commercial Loan Servicing, Monitoring and Reporting - The Contractor shall perform the following loan servicing and monitoring tasks: 1. Send out Notice of Payment Due (payable to the City of Federal Way) prior to due date; a) Send out Past Due Notice and follow up on past due loan payments. Contractor will send out 30 -, 60- and 90-day past due notices, keep copies in the file, and copy the City. Contractor will assess fees as per policy. City will prepare and execute the 90-day notice of default as per policy. b) Maintain accurate books and records that include, but are not limited to, entering loans, and posting payments by fund type and account number /name. 2. Reporting- Contractor will provide the City a statement, due on the 10`s of each month that includes: loans paid, delinquent loans, loan balances and payment history by category type (Microenterprise and Small Business), account number /name and other information that may be required by City. During the first 6 months of this contract the report will be made monthly, and the following 6 months the reports will be made quarterly. Contractor will prepare and forward annual reports to the City due August 15s' of each year. These reports will compile and summarize all information on the monthly /quarterly reports, as well as delinquent loan status, property tax status, property insurance status, and applicable business loan employee information. 3. Prepare and provide borrowers with information necessary for tax reporting (interest paid during year) as required by state and federal law. AMENDMENT - 4 - 1/2010 RETURN TO: J� �����s � EXT: Z�� CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DN: Cv. �� P� , . 2. ORIGINATING STAFF PERSON: r I� �il��� EXT: Z�O.�� 3. DATE REQ. BY: �' 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) O PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT �PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT e''HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT �E.G. BOND$ELATEDDOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACTAMENDMENT(AG#): � INTERLOCAL ❑ OTHER � 5. PROJECTNAME: /�� �/i�C��cC /�1�i� ��l�alMt _ �ru� �� b�is�dr��/�5���� 6. NAME OF CONTRACTOR: ADDRESS: 5b 0 �So� SIGNATURE NAME: FAX: %LSSJ 6 G l— p�P3 % TITLE 7. EXHIBITS AND ATTACHMENTS �COPE, WORK OR SERVICES PfCOMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE O ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: V�►� 511���'l� COMPLETION DATE: f Z/31 /�3 9. TOTAL COMPENSATION $ ��, �xn, 6� r,, �'/ (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: � YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: O CONTRACTOR O CITY [B' PURCHASING: PLEASE CHARGE TO: �J�� Go/Yl/�'IeiC/ � ��A n) � ��/'�j�f ,� �`Q—'Z�d ^ �3 � - �, , S?y-Yl- Sl o 10. DOCUMENT/CONTRACT REVIEW .la'P�AJECT MANAGER �DIRECTOR ❑ RISK MANAGEMENT (IF aPPLtGASr_,E) o r.aw 11. COUNCILAPPROVAL(IF.e,PPLICABLE) P 4 •`b � � -oru awu�u ch.a,r�. � ��• COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING � �� ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: �I�[ ``� DATE REC'D: � 3 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS O LAW DEPARTMENT ❑ SIGNATORY (MaYOx ox D�x�cTOx) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED . �' S•ZO• t3 A �Y��? ��Z �� DATE SENT: � • 2?� • � �j ��►�� � CITY OF CITY HAI.L �...., Fe d e ra I Way 33325 8th Avenue South Federai Way, WA 98003-6325 (253) 835-7000 wuwv aryof%deraiway. com PROFESSIONAL SERVICES AGREEMENT FOR OPERATIONAL SUPPORT - CDBG COMMERCIAL PROGRAMS This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Washington State Microenterprise Association, a Washington private non-profit 501 (c)(3) agency ("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: WASHINGTON STATE MICROENTERPRISE ASSOCIATION 500 South 336�` Street, Suite 208 Federal Way, WA 98003 (253) 661-0930 (telephone) (253) 661-0937 (fax) teresa@wamicrobiz.org The Parties agree as follows: CITY OF FEDERAL WAY: Jay Bennett — Community Services Manager 33325 8�' Ave. S. Federal Way, WA 98003-6325 (253) 835-2650 (telephone) (253) 835-2409 (facsimile) Jav.Bennett�citvoffederalwav.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 Work, but in any event no later than December 31, 2013 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Services"), 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; and such may result in ineligibility for further City agreements. 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(s) for the Term. Except as otherwise provided in Exhibit "B", the Contractor shall be solely responsible for the payxnent of any taxes imposed by any lawful jurisdiction as a result of the performance and payxnent of this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1- 4/2011 � CITY OF ',�,,,�.., Federal CITY HALL W�� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. atyoffederahvsy. com 4.2 Method of Pavment. 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 iinal bill upon completion of all Services. Payxnent shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days after 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 Indexnnification. The Contractor agrees to release, indexnnify, 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, judgnents, 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 hereunder sha11 be only to the extent of the Contractor's negligence. Contractor sha11 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, judgxnents, 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 ternunation of this Agreement with respect to any event occurring prior to such expiration or termination. PROFESSIONAL SERVICES AGREEMENT - 2- 4/2011 CITY OF '�,,,�..�., Federal CITY HALL W�� 33325 8th Avenue South Federa! Way, WA 98003-6325 (253) 835-7000 www atyoffederalway. com 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. T'he 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, stop gap 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 $1,000,000 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 $1,000,000 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 Liabilitv. Contractor's maintenance of insurance as required by the 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 as respect 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 it. 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 City's request, Contractor sha11 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 actually 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 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 disclosure 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 which may be produced or modified by Contractor while performing the Work 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 Work and maintain such accounting PROFESSIONAL SERVICES AGREEMENT - 3- 4/2011 � CITY OF '�„�.., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway. com 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 which may arise as an incident of employment. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work 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 work. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4. 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 parties; 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, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. FEDERAL REQUIItMENTS 12.1 EQUAL OPPORTiJNITY 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, 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 19'73, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 12.4 The Contractor will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement so that such provision will be binding upon each subcontractor, provided that the foregoing provisions sha11 not apply to contracts or subcontracts for standard commercial supplies or raw materials. 12.5 The Contractor will comply with all provisions of the Executive Order 11246 of September 24, 1965 and of the rules, regulations, and relevant order of Secretary of Labor. 12.6 The Contractor will furnish all information and reports required by Executive Order 11246 of September 25, 1965, and by the rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records and accounts by the City and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. PROFESSIONAL SERVICES AGREEMENT - 4- 4/2011 ` CITY OF ,� Federal GITY HALL ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wHn�! ciryoffederalway com 12.7 In the event of the Contractors non-compliance with the equal opportunity clauses o the Agreement or with any such rules, regulations or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Contractor maybe declared ineligible for further government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 12.8 The Contractor will include the provisions of paragraph (a) through (� in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24,2965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the City may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such directions by the City, the Contractor may request the United States to enter into such litigation to protect the interest of the United States. 12.9 CNIL RIGHTS ACT OF 1964. Under Title VI the Civil Rights Act ofl 964, no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program activity receiving federal financial assistance. 12.10 SECTION 109 OF THE HOUSING AND COMMiJNITY DEVELOPMENT ACT OF 1974. No person in the United States shall, on the grounds of race, color, national origin, or sex be excluded from participation in, be denied the benefits, or be subjected to discrimination under any program or activity funded in whole in part with funds made available under this title. 12.11 AGE DISCRIMIATION ACT OF 1975 AND REHABILITATION ACT OF 1973. Any prohibition against discrimination of the basis of age under the Age Discrimination Act of 1975, or with respect to an otherwise qualified handicapped individual, as provided in Section 504 of the Rehabilitation Act of 1973, shall also apply to any such program or activity. 12.12 "SECTION 3" COMPLIANCE IN THE PROVISION OF TRAINING, EMPLOYMENT AND BUSINESS OPPORTiJNITIES. The work to be performed under this Agreement is on a project assisted under a program providing direct federal financial assistance from the Department of Housing and Urban Development and is subject to the requirements of Section 3 of the Housing and Urban Development and is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 170I u. Section 3 requires that, to the greatest extent feasible, opportunities for training and employxnent be given to lower income residents of the project area and contract for work in connection with the project be awarded to business concerns which are located in or owned in substantial part by persons residing in the area of the project. 12.13 The parties of the agreement will comply with the provision of said Section 3 and the regulations issued pursuant thereto by the Secretary of Housing and Urban development set forth in 24 CPR 135, and al apglicable rules and orders of the Department issued there under prior to the execution of the Agreement. The parties to this Agreement Certify and agree that they are under contractual or other disability which would prevent them from complying with these requirements. 12.14 The Contractor will send to each labor organization or representative of workers with which he has a collective bargaining agreement or other contract or understanding, if any, a notice advising the said labor organization of workers' representatives of his commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment of training. PROFESSIONAL SERVICES AGREEMENT - 5- 4/2011 � CITY OF '�,,�.,., Federal CITY HALL ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www c�tyoifederalway. com 12.15 The Contractor will include this Section 3 clause in every subcontract for work in connection with the project and will, at the direction of the applicant for or receipt of federal fmancial assistance, take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations under 24 CFR Pat 135 and will not let any subcontract unless the subcontractor has first provided him with a preliminary statement of availability to comply with the requirement of these regulations. 12.16 Compliance with provision of Section 3, the regulations set forth in 24CFR Part 135, and all applicable rules and orders of the contract, shall be in condition of the federal financial assistance provide to the project, binding upon the applicant or recipient for such assistance, its successors, and assigns. Failure to fulfill these requirements shall subject the applicant or recipient, its Contractors and subcontractor, it successors and assigns to those sanctions specified by the grant or loan agreement or contract through which federal assistance is provided, and to such sanction as are specified by 24 CFR Part 135. 12.17 LOBBYING CERTIFICATION. The Contractor certifies that no Federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an making of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. 12.18 The Contractor certifies that if any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of any agency in connection with this Federal contract, grant, loan, or cooperative agreement, the Contractor shall complete and submit Standard Form-LLL," Disclosures Form to Report Lobbying." 12.19 The Contractor shall require that the language of this certification be included in all subcontracts and that all subcontractors shall certify and disclose accordingly. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Elchibits, 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 E�ibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assi�ment 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 fiu-tkher 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 sha11 have any right of action or interest in this Agreement based on any provision set forth herein. PROFESSIONAL SERVICES AGREEMENT - 6- 4/2011 � CITY OF �...., Federal CITY HALL W�� 33325 8th Avenue South Federa! Way, WA 98003-6325 (253) 835-7000 www cityaffederalway. com 133 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 af 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 relinquishxnent 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 sha11 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 foruxn. 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; provided, however, however nothing in this paragraph sha11 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 a11 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 - 7- 4/2011 CITY OF � Federal CITY HALL W�� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 �wwv crtyoffederalway.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY � Skip Priest, ayor DATE: ,<�t �13 ATTEST: City Clerk, Carol McN 'lly, CMC APPROVED AS TO FORM: �d� City Atto , Patricia A Richar son WASHINGTON ST E MICROENTERPRISE ASSOCIATION By: Printed Name: �.��� f�lyt,�72 a �� . Title: �X1� A�i���lZ°r'�1t� DATE: ��/ � �/� —�- STATE OF WASHINGTON ) A ) ss. COUNTY OF On this day personally appeared before me �Q,�Q�. (Q,w�w�.�Y`s , to me known to be the �'�rQ_r,��, d'���.t�✓ of 1�14 �- 'P�'��P�v��'�� �� 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 VIilO 20�• NICOLETA E. COVACIU NOTARY PUBLIC STATE OF WASHINGTON MY C4MMISSION EXPIRES 12-10-14 Notary's signature Notary's printed name �Q j7`��1��. E L�,� f� Notary Public in and for the State of Washington. My commission expires � -f�-� (� PROFESSIONAL SERVICES AGREEMENT - 8- 4/2011 CITY OF ,�.., Federal I. Scope of Services. CITY HALL W�� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253)835-7000 wlvw atyoffederafway com EXHIBIT "A" SCOPE OF SERVICES The intent of tlus Agreement is to provide operational support to the City's low-interest CDBG Commercial Loan Program and Commercial Exterior Improvement Program for the purpose of creating and/or retaining low and moderate income jobs in the City of Federal Way. The Contractor agrees to provide the services set forth herein. All capitalized terms, unless defined herein, have the same meaning as set forth in the Agreement. All Exhibits identified are the same Exhibits as set forth in the Agreement. The City agrees to use WSMA's standardized processing and monitoring system to include loan application, credit reports, risk assessment, underwriting process and loan closing documents. In providing services, WSMA shall rely on the City and their technical assistance providers to work with applicants and prepare borrowers in providing required information and documentation to process loan applications. WSMA shall provide loan processing support services to the City of Federal Way's loan programs and shall not serve as a City of Federal Way loan officer or representative. WSMA shall provide loan status reports; however Federal, state and local program reporting, (i.e. CDBG program reporting, etc.), shall be the responsibility of the City. II. Meetings Contractor shall meet with City representatives on a quarterly basis to review program progress and contract status. At the meeting the parties may (1) review the monthly statements for loan payments received, and delinquent loans and loan balances; (2) review administrative issues associated with the performance of the Agreement. III. Operational Support of City's CDBG Commercial Loan and Exterior Improvement Program The Contractor shall provide services in cooperation with the City to assist Federal Way businesses obtain capital for business startup and expansion defined as: A. General Program Administration - The Contractor shall perform the following general program administration tasks: 1. Maintain a file for each project borrower that contains all the project documents included in the City's CDBG Commercial Loan File Checklist. The City shall be responsible for maintaining all original documents and official borrower records for audit and monitoring purposes. 2. Program Marketing - Contractor will market the City's program by including the City's CDBG Commercial Loan Program in informational materials prepared by Contractor. This sha11 include: a) Establish a program description and a link to the City's CDBG Commercial Loan Program on website. b) Develop and deliver one (City-approved) presentation at an appropriate venue in conjunction with City; B. Loan Analysis/iJnderwriting/Closing -The Contractor shall perform the following loan analysis, underwriting and closing tasks: 1. As requested by the City, coordinate with City-approved technical assistance providers in aiding loan applicants complete the application forms and other required documents PROFESSIONAL SERVICES AGREEMENT - 9- 4/2011 CITY OF ,�.., Federal CITY HALL W�� 33325 8th Avenue South • PO Box 9718 Federai Way, WA 98063-9718 (253)835-7000 www atyoffederahvay com 2. Perform an appropriately detailed financial analysis of each application, forwarded by the City; 3. Coordinate all necessary loan documents and supporting information with City and or TA provider; 4. Prepare and forward to the City recommendations and conditions of approval or denial for each loan; 5. Upon authorization by the City, arrange for and complete all loan closing documents, loan security documents and provide the City original copies of all documents; The City shall facilitate proper signatures and submit filings along with appropriate fees to execute the loan(s). 6. Perform all other tasks reasonably necessary to carry out the purpose. C. Commercial Loan Servicing, Monitoring and Reporting - The Contractor shall perform the following loan servicing and monitoring tasks: 1. Send out Notice of Payment Due (payable to the City of Federal Way) prior to due date; a) Send out Past Due Notice and follow up on past due loan payments. Contractor will send out 30-, 60- and 90-day past due notices, keep copies in the file, and copy the City; b) Maintain accurate books and records that include, but are not limited to, entering loans, and posting payments by fund type and account number/name. 2. Reporting- Contractor will provide the City a statement, due on the 10`�' of each month that includes: loans paid, delinquent loans, loan balances and payment history by category type (Micmenterprise and Sma11 Business), account number/name and other information that may be required by City. During the first 6 months of this contract the report will be made monthly, and the following 6 months the reports will be made quarterly. Contractor will prepare and forward annual reports to the City due August 15�' of each year. These reports will compile and summarize all information on the monthly/quarterly reports, as well as delinquent loan status, property tax status, property insurance status, and applicable business loan employee information. 3. Prepare and provide borrowers with information necessary for tax reporting (interest paid during year) as required by state and federal law. PROFESSIONAL SERVICES AGREEMENT - 10 - 4/2011 CITY OF ,�.., Federal CITY HALL ��� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www atyoffederahvay com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the �ontractor an amount not to exceed Twenty-five thousand and zero/100 Dollars ($25,000.00) 2. Method of Compensation: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount, calculated on the basis of the rate schedule for Contractor's personnel as shown below. Set-up: one-time set-up fee to customize lending platform and faci�itate new lending, servicing and $2,500 one time billing processes with the City to include marketing su ort. Monthly fees: System: Maintenance and use of web based lending platform. Includes automatic system upgrades. $250 monthly Administrative: Monthly technical support to lender; records maintenance and coordination with the city; monthly and quarterly loan status reports; annual loan program report; quarterly program $500 monthly review meetings; misc. expenses (This charge will not incur until first loan submitted) � Lending Fees: Cost per loan (labor) includes facilitating loan processing and analysis support, document verification, loan committee meetings, coordination $600per loan with TA roviders and cit Loan Applications: Access to online loan a lications for borrowers $25.00 er a lication Credit ull and r ortin $10.00 each Loan Underwriting: loan application auto review and risk assessment, validation of borrower . $150 per loan docuxnentation Loan Closin documents $45.00 er loan Non-executed loans will be billed for actual Actual expense + labor @ expenses incurred plus labor, but in no case to $60 per hour, but in no exceed $600/application. case to exceed $600/application. PROFESSIONAL SERVICES AGREEMENT - 11 - 4/2011 CITY OF �,�..., Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253)835-7000 www aryoffederalway.com ,� #� �.�� Loan Servicing: Monthly statements mailed to borrowers, transaction documentation, loan collection support including calls and letters up to 90 days past due, 0-9loans: $50.00 per loan status reports. Legal fees and other collection month per loan costs and activities are the responsibility of the City and are not included. (This charge does not incur 10+ loans: $30.00 per until loan servicin be 'ns month er loan City requests for services that require modifications $200 per hour to the system latform � Contractor extraordinary expenses and City $100 per hour r uests for services be ond the sco e of work PROFESSIONAL SERVICES AGREEMENT - 12 - 4%2011 May 20 13 11:33a WSMR 253-661-0937 p.2 ACO OR � D sv �-�' CERTIFICATE OF LIABiLlTY INSURANCE R054 05TE20�201�3 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICA7E HOLDER. THIS CER7IFICATE DaES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE pOLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NflT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(SI, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONALINSURED,the policy(ies) must be endorsed. lf SUBROGATIONIS WAIVED, su6ject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsementlsl. PqDDUCER CONTACT � � AMERICAN LINDERWRITERS INS AGY/PHS PHONE 819949 P: (866) 467-8730 F: {g77) 905-0457 ^'c `° Ex : 866 467-87 P� B�X 33015 ADDRESS: SAN ANTONID TX % S�. 6 S INSURER�SI AFFO iNSUpea,n: Hartford Ca: /NSURED INSURER B ; WASHINGTON STATE MICROENTERPRISE INSURERC: ASSOCIATION INSURER 0 : 500 S 336TH ST STE 208 FEDER.AL WAY WA 9 8 0 0 3 �NSLIRER 6: ____ INSURER F : COVERAGE 877)905-04 NAIC +f COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: TH1S IS TO GERTIFY THAT THE POLICIES OF INSURANCE USTED BEIOW HAVE BEEN IS5UE0 TO THE INSURED NAMED ABOVE FOR, THE POLI�Y PERIOD INDICA7ED, NOTWITHS7ANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH TNIS CERTIFlCATE MAY BE ISSUEO OR MAY PER7AIN, THE INSURANCE AFFOFDED BY THE POLICIES DE5CRI8E0 HEREIN IS 5UBJECT 70 ALL 7HE TERM$. EXCLUSIONS ANO CONDITIONS OF SUCH POLICIES. �IMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. L7R TYPF Oi/NSURANCE � p AOUCY NUMBER �� - � (MM/DO/YYYY� IMMiDO/YYYY/ LlMITS � GEnreita[ uaeurrr EACH OCCURRENCE c Z O O O � O O O COMMERCIAL GENERAL LIA8ILITY P MI S a cur n S 3OO OOO A J CLAIMS•MAOE �X OCCUR MED EXP (AnY on� pereonl S�, O� O O O� � X� General Liab �❑�❑ sa SfiA W3388 o9/zs�zo�z 09/23/2013 PERSONALdeAOVINJURY a 2 p 'L AGGREGATE LIMIT Ap$d�5 PER: � POUCY I I pR�� X i LOC � � AUTOMOIlL£ LIABlL/7Y ANVAVTO l� ALL OWNED , SCHEDULED AUYOS 'AU70S X MIFEO AUTOS X� NON•OWNED AUTOS � UMBRFLLA [!AB OCCUR . ' EXCESS [7A8 � ,.. ...._ _ �' ❑ I 52 53A W3388 L�C worrrrERS ca►tvEnSa �ro�v I AND EM�LOYEWS' LL4Bl[!TY Y/ N AkY PROPRIETORMARTNEA;E%ECUTIVQ�—� N�q a ��OFFICEHlMEMBEREXCLUDEDt u fAl�ndofory � Jn NH! If yes, desciibe under OESCRIPTION.OF OPERATIONS bWow � A I EMP STOP GAP �❑ � I Sz SSA w338e Those usual to the Insured's Operations. HOLDER CTTY OF FEDERAL WAY 33325 8TH AVE S FEDERAL WAY, WA 98003 ACORD 25 (2010/051 GENERAL AGGREGATE ! 4 O O O O O O � PROOUCTS �• COMplOP AOG e 4 0 � � � Q 0 y � . ' COMBINED SINGLB�UMI7 (Ea 6teidsn;7 ��• i � 0 0 s � 0 � � � BOD� INJURY IP�r p�rspnl 8 09/23/2012 09/23/2013 BODILY INJURV IPer acddentl 6 PROPERTY OAMAGE a IPaI aCpolRt� S E.L. EACN ACCIDENT $ E.4. DISEASE • EA EMPLOYE D 6.L. DISEASE • POIICY UMIT � 03/23/2012! 09/23!2013 $1,000,060/1,000,000/1,C00,000 +a+ca :ANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED PpLICIES BE CANCELLED BEFORE 7HE EXPIRATION DATE THEREOF, NOTICE W1LL BE AUTHbRl2ED REPRESEMAT/VF . � %- ���-� m 1988-2010 ACORD CORPORATION. All righte reserved. The ACORD name and logo are registered marks of ACORO