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AG 15-035 - HIGHLINE COLLEGERETURN TO: Jeri -Lynn Clark CITY OF FEDE EXT: 2401 WAY LAW DEPARTMEN ORIGINATING DEPT. /DIV: ECONOMIC DEVELOPMENT 2. ORIGINATING STAFF PERSON: TIM JOHNSON 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT OUTkA4NED EXT: 2413 3. DATE REQ. BY: 12/30/15 PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE )(CONTRACT AMENDMENT (AG #): " )5. - 035- ` D OTHER ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION XINTERLOCAL IT PROJECT NAME: SMALL BUSINESS DEVELOPMENT CENTER - PROVIDE COMPLIMENTARY BUSINESS DEVELOPMENTSVC & RESOURCES TO SMALL & MEDIUM SIZED BUSINESSES 6. NAME OF CONTRACTOR: HIGHLTNE COLLEGE ADDRESS: PO Box 98000 MS 99 -101, DES MOINES, WA 98198 E -MAIL: MPHAM @HIGHLINE.EDU' SIGNATURE NAME: MICHAEL PHAM TELEPHONE FAX: TITLE: 206 -592 -3701 206- 870 -3779 VP ADMINISTRATION . EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES .❑ PRIOR CONTRACT /AMENDMENTS S. TERM: COMMENCEMENT DATE: 1/1/2015 COMPLETION DATE V 9. TOTAL COMPENSATION $ 22,500.00 (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: $ 1S SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY PURCHASING: PLEASE CHARGE TO: 01.E 1 . l ! DO . (-5 Y.-0 > • q` L(C D I ". DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR i I.3 INITIAL / DATE REV WED act r I a5� /) 01q 15 COMMITTEE APPROVAL DATE: DATE SENT: INITIAL / DAT APP OjGED ic COUNCIL APPROVAL DATE: DATE REC'D: ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSE, EXHIBITS LAW DEPARTMENT CHIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ASSIGNED AG# SIGNED COPY RETURNED COMMENTS: TIAL / DATE SIGNED Vl 44 01 r'ier: AG# /5 -D S A DATE SENT -8 -AO Vecferal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityooffederalway com AMENDMENT NO. 1 TO INTERAGENCY AGREEMENT FOR PARTNERSHIP AND SUPPORT FOR THE COMMUNITY THROUGH THE EFFORTS OF THE SMALL BUSINESS DEVELOPMENT CENTER This Amendment ( "Amendment No. 1 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Highline College, an educational institute. The City and Highline College (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for providing partnership and support for the community through the efforts of the Small Business Development Center and to provide complimentary business development services and resources to small and medium sized businesses ( "Agreement ") dated effective January 1, 2014 as follows: 2. AMENDED SERVICES. The Scope of Work, as described in Exhibit A of the original agreement as shall be amended to include, in addition to the Services and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit A and Exhibit A -1 attached hereto and incorporated by this reference ( "Additional Services "). 4. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of 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. AMENDMENT [Signature page follows] - 1 - 1/2015 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederahvay com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: ATTEST: Jim 11, " or •V erk, Stephanie Co , CMC DATE: /7/3//15 HIGHLINE COLLEGE Onk By: Ott = • Printed Name: ML k -t° (/1 Title: \/ "c r i DATE: > Rio 1 S APPROVED AS TO FORM: .rv( City Attorney, Amy Jo Pearsall STATE OF WASHINGTON ) ) ss. COUNTY OF KA At ) On this day personally appeared before me. V l (GUI4.4 Act fr , to me known to be the v i (,'P --PfeS ; al.•e4+ of A-clithin i Si In- j CS 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 J day of bete 4,/.4#111k Notary's signature owl ``\O ss p S • S " *, Notary's printed nam h.,' ' % ON t j� .. ( , Notary Public in and for the State of Washington. i9�� •, 1� My commission expires 0-'I ?3 - /CI :'c.. NpjANY . ,/ Op �W ps ��` , 20 AMENDMENT - 2 - 1/2015 *4CIiY OF ‘*/ Federal Way EXHIBIT A SCOPE OF WORK CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwwcilyoffederalway com The following is the Scope of Work for business advisory services by the Small Business Development Center "SBDC" at Highline Community College for the City of Federal Way, Washington (City) to Federal Way based - businesses in 2015. The SBDC shall do or provide the following: 1. Provide "One on One" business advising services 2. Research for said business as part of advising services (secondary research provided as part of the SBA funding delivered through the Center 3. Training and Education in areas such as but not limited to business operations, marketing, management, use of technologies and access to capital with traditional and alternative lenders 4. Additionally provide international trade and export assistance 5. Initiate anonymous survey on capital needs of Federal Way businesses (enclosed) and present subsequent results for review and examination (See Exhibit A -1) 6. Provide information to Federal Way businesses on "Doing Business in Federal Way," provided to SBDC by the City SERVICE DESIGN To meet the above objectives, the SBDC will provide counseling that may include financial analysis and forecasting, formulation of a marketing strategy, organizational analysis and strategy or other services needed for small business development for businesses in Federal Way DELIVERABLES The SBDC will provide quarterly progress reports and an annual report to the City. The reports will reflect all of the performance goals set out to achieve minimum business advisory services to the following number of businesses per quarter and cumulative number of unduplicated eligible clients with funds provided in this contract and agreed to by parties as outlined below. AMENDMENT -3 1/2015 1st Qtr. 2015 2nd Qtr 2015 3rd Qtr 2015 4th Qtr2015 Final Report Businesses Advised (M inimum) 8 8 8 8 32 Businesses Advised (Actual) AMENDMENT -3 1/2015 44CITY OF •.- Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cilyoffederalway. com The SBDC will provide to the City, in an annual report summaries of work it has completed for each Federal Way business served by quarter, along with results of the small business credit survey and additional information that includes the following: • Number of unduplicated clients /businesses served o Identification of previous served clients • Types of businesses served o Existing Businesses o Start-up o Pre - Venture • Types of Services requested by inquirers • Types of Services Provided to inquirers • Did the client /business seek and receive capital and for what purpose o Number of clients /Businesses that received a bank loan or from an alternative lender 0 • Number of Jobs Created • Number of Jobs Retained • Client Demographics by Race o African - American o Asian o Hispanic o Caucasian • Client o Male o Female o Partners • Client- Military • Client High Impact Potential AMENDMENT 4 - 1/2015 CITY OF .�,� Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 wwwv cityoffederalway can Exhibit A.1 SMALL BUSINESS CREDIT SURVEY The City of Federal Way is surveying the credit needs of small businesses in Federal Way. The effort will focus on the credit needs of small businesses located in the city specifically businesses owned by minorities, women, the disabled and veterans. Your cooperation is very much appreciated. This information will help in understanding the challenges and opportunities confronting small businesses and will assist in developing lending mechanisms to meet their credit needs. Your response to the survey is anonymous. Please Check all that Apply Type of Business Category Choose one that is applicable to your business Retail Wholesale _Manufacturer _Arts and Entertainment Health _Professional & Business Service _Hospitality and Leisure _Construction Restaurant Years in Business _Less than 1 _Less than 3 3 to 5 5 to 10 _10 plus years Number of Employees No employees 1 to 4 5 to 10 11 to 20 21 to 50 _50 plus Business Certifications _Minority -owned business _Women -owned business _Disable -owned business Veteran -owned business _None of the above AMENDMENT - 5 - 1/2015 Federal Way Has your business been able to acquire capital? Yes No CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahvay com Types of financing your business have used within the last 36 months to meet your capital needs? (Check those that are applicable to your circumstances) _Credit cards _Earnings of the business _Bank Loan _Vendor Credit _Private Loan (Family or Friends) _Leasing _Small Business Administration (SBA) loan _Factoring _Other, Please describe Used no financing Types of financing your business has been denied within the last 36 months (Check those that are applicable to your circumstances) Credit cards _Earnings of the business _Bank Loan _Vendor Credit _Private Loan (Family or Friends) _Leasing _Small Business Administration (SBA) loan _Factoring Other, Please describe Used no financing Do you have a current or future need for Credit? Yes No If you have a current or future need what is /are the needs for Credit? (Check those that are applicable to your circumstance) Current Future Working Capital Increasing revenues from existing products /services Expanding product/service lines Equipment Personnel Inventory Reducing expenses Other, Explain AMENDMENT - 6 - 1/2015 Federal Way Size of Loan Tess than $50,000 $50,000 to $75,000 $75,000 to $100,000 $100,000 to $125,000 More than $125,000 Issues that are impacting your business growth Prioritize 1 through 5 whereby 1 is most significant and 5 is least significant _Access to Capital _Governmental Regulations _Economic Uncertainty Inflation _Ability to Find Qualified Employees _Other, describe CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835 -7000 www cityoffederolway com The City of Federal Way thanks you for your time and consideration to this effort. A full report will be available in February 2016. For further information contact Tim Johnson, Director of Economic Development, City of Federal Way at 253 - 835 -2412 AMENDMENT - 7 - 1/2015 I I RETURN TO: ADE ARIWOOLA EXT: 2520 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: FINANCE 2. ORIGINATING STAFF PERSON: ADE ARIWOOLA EXT: 2520 3. DATE REQ.BY: ASAP 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT X PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME:INTERAGENCY MODEL AGREEMENT BETWEEN STATE OF WASHINGTON HIGHLINE COLLEGE AND CITY OF FEDERAL WAY-INVOICE 6. NAME OF CONTRACTOR: HIGHLINE COLLEGE ADDRESS:PO BOX 98000 MS 99-101,DES MOINES,WA 98198 TELEPHONE: (206)592-3249 E-MAIL: FAX: SIGNATURE NAME:KIMBERLY BILLS TITLE: GRANTS AND CONTRACT SPECIALIST 7. EXHIBITS AND ATTACHMENTS:X SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE X ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: JANUARY 1,2014 COMPLETION DATE: DECEMBER 31,2014 9. TOTAL COMPENSATION$_$22,500.00 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:XYES ❑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 INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER x DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS INITIAL/DATE SIGNED ❑ LAW DEPARTMENT Ape -a1-� ❑ CHIEF OF STAFF 11 ❑ SIGNATORY(MAYOR OR DIRECTOR) j�� ,c) 1—21-IJ ❑ CITY CLERK -2."'1-1 ❑ ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT: 2g S COMMENTS: 11/9 INTERAGENCY MODEL AGREEMENT Between STATE OF WASHINGTON HIGHLINE COMMUNITY COLLEGE and CITY OF FEDERAL WAY THIS AGREEMENT is made and entered into by and between HIGHLINE COMMUNITY COLLEGE, PO BOX 98000 MS 99-101, DES MOINES, WA 98198, hereinafter referred to as "HIGHLINE COMMUNITY COLLEGE," and the CITY OF FEDERAL WAY, 33325 8TH AVE 5, FEDERAL WAY,WA 98003,hereinafter referred to as the "CITY OF FEDERAL WAY". IT IS THE PURPOSE OF THIS AGREEMENT to provide partnership and support for the community through the efforts of the Small Business Development Center and to provide complimentary business development services and resources to small to medium sized businesses. THEREFORE,IT IS MUTUALLY AGREED THAT: STATEMENT OF WORK To provide partnership and support for the community through the efforts of 'le Small Business Development Center and to provide complimentary business development services atici resources to small to medium sized businesses. PERIOD OF PERFORMANCE Subject to its other provisions,the period of performance of this Agreement shall commence on January 1, 2014, and be completed on December 31, 2014, and will be renewed automatically on an annual basis unless terminated as specified in the termination clause of this agreement by either party. PAYMENT Compensation for the work provided in accordance with this agreement has been established under the terms of RCW 39.34.130. The parties have estimated that the cost of accomplishing the work herein will not exceed a total of$22,500.00 for the entire length of the contract from January 1,2014 to December 31, 2014. BILLING PROCEDURE Highline Community College shall submit invoices automatically on an annual basis. Payment to Highline Community College for approved and completed work will be made by warrant or account transfer by the City of Federal Way within 30 days of receipt of the invoice. Upon expiration of the contract, any claim for payment not already made shall be submitted within 30 days after the expiration date or the end of the fiscal year,whichever is earlier. PERFORMANCE MEASURES The Small Business Development Center under Highline Community College's management agrees to serve, at minimum, unduplicated number of persons with City of Federal Way's funding as outlined in Exhibit A. RECORDS MAINTENANCE Highline Community College shall submit progress monthly, quarterly and annual reports to the City. The reports will reflect all the Performance Goals set out and agreed by both parties as outlined in Exhibit A of this contract. The parties to this contract shall each maintain books, records, documents and other evidence which sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of the services described herein. These records shall be subject to inspection, review or audit by personnel of both parties, other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. All books,records,documents,and other material relevant to this Agreement will be retained for six years after expiration and the Office of the State Auditor, federal auditors, and any persons duly authorized by the parties shall have full access and the right to examine any of these materials durin g this period. Records and other documents, in any medium, furnished by one party to this agreement to the other party, will remain the property of the furnishing party, unless otherwise agreed. The receiving party will not disclose or make available this material to any third parties without first giving notice to the furnishing party and giving it a reasonable opportunity to respond. Each party will utilize reasonable security procedures and protections to assure that records and documents provided by the other party are not erroneously disclosed to third parties. RIGHTS IN DATA Unless otherwise provided, data which originates from this Agreement shall be "works for hire" as defined by the U.S. Copyright Act of 1976 and shall be owned by Highline Community College. Data shall include, but not be limited to, reports, documents, pamphlets, advertisements, books magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions. Ownership includes the right to copyright, patent,register,and the ability to transfer these rights. INDEPENDENT CAPACITY The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party. AGREEMENT ALTERATIONS AND AMENDMENTS This agreement may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. TERMINATION Either party may terminate this Agreement upon 30 days'prior written notification to the other party. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. TERMINATION FOR CAUSE If for any cause, either party does not fulfill in a timely and proper manner its obligations under this Agreement, or if either party violates any of these terms and conditions, the aggrieved party will give the other party written notice of such failure or violation. The responsible party will be given the opportunity to correct the violation or failure within 15 working days. If failure or violation is not corrected, this Agreement may be terminated immediately by written notice of the aggrieved party to the other. Page 2 of 4 DISPUTES In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each party to this agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the facts, contract terms and applicable statutes and rules and make a determination of the dispute. The determination of the Dispute Board shall be final and binding on the parties hereto. As an alternative to this process, either of the parties may request intervention by the Governor, as provided by RCW 43.17.330, in which event the Governor's process will control. GOVERNANCE This contract is entered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provisions of this agreement shall be construed to conform to those laws. In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule,the inconsistency shall be resolved by giving precedence in the following order: a. applicable state and federal statutes and rules; b. statement of work; and c. any other provisions of the agreement, including materials incorporated by reference. ASSIGNMENT The work to be provided under this Agreement, and any claim arising thereunder, is not assignable or delegable by either party in whole or in part, without the express prior written consent of the other party, which consent shall not be unreasonably withheld. WAIVER A failure by either party to exercise its rights under this agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an authorized representative of the party and attached to the original Agreement. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this agreement, and to this end the provisions of this Agreement are declared to be severable. ALL WRITINGS CONTAINED HEREIN This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. RATIFICATION Any act consistent with the authority and prior to the effective date of this agreement is hereby ratified and affirmed. CONTRACT MANAGEMENT The program manager for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Agreement. Page 3 of 4 Highline Community College: Communications contact person shall be Judy Perry, Highline Community College, PO Box 98000 MS 99- 101,Des Moines,WA 98198. Billing contact person shall be Crystal Kitterman,Highline Community College,PO Box 98000 MS 99-101, Des Moines,WA 98198. City of Federal Way: TimJohnso�n Communications and billing contact person shall be P..trrZCiiw ierty, Director of Economic Development, 33325 8th Ave So,Federal Way,WA 98003 IN WITNESS WHEREOF,the parties have executed this Agreement. State of Washington Highline Community College ... City of Fie a By: .. 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