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AG 15-155 1 1 RETURN TO: Jeri-Lynn Clark EXT: 2401 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: ECONOMIC DEVELOPMENT 2. ORIGINATING STAFF PERSON: TIM JOHNSON EXT: 2413 3. DATE REQ.$Y 6/5/15 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT X PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: SMALL BUSINESS DEVELOPMENT CENTER -PROVIDE COMPLIMENTARY BUSINESS DEVELOPMENT SVC& RESOURCES TO SMALL&MEDIUM SIZED BUSINESSES 6. NAME OF CONTRACTOR: HIGHLINE COLLEGE ADDRESS: PO Box 98000 MS 99-101,DES MOINES,WA 98198 TELEPHONE 206-592-3701 E-MAIL: MPHAM@HIGHLINE.EDU FAX: 206-870-3779 SIGNATURE NAME: MICHAEL PRAM TITLE: VP ADMINISTRATION 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 1/1/2014 COMPLETION DATE 12/31/2014 9. TOTAL COMPENSATION$ 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:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ '' p PAID BY:❑CONTRACTOR❑CITY ❑ PURCHASING: PLEASE CHARGE TO: Cb/1' /100' 5 5-' l� . Lj D 10. DOCUMENT/CONTRACT REVIEW INIT /DATE REVIEWED INITIAL/DATE APPROVED K PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT(IF APPLICABLE) LAW 9 rEYMOJIMINIIKA 6BM73 743 /1 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,LICENSE,EXHIBITS 11 ,/(T IGNED 7O ❑ LAW DEPARTMENT 77 (( yCHIEF OF STAFF MIR,J SIGNATORY(MAYOR OR DIRECTOR) � A�� X- CITY CLERK '/O ; X ASSIGNED AG# AG# COPY RETURNED DATE SENT e COMMENTS: -a,w .d ;sk k o 4 ve v P_ in/ -1i4 f p r i Q � 4O 1 L' d% If -/o queJe a t '�u6c4G`04 , tie (14 PS 4Ua- t�eeo1 -la V 6- frfrt_uo(k We Un•ePd 4-0 d S Cu If 4i f 4,41/P INTERAGENCY AGREEMENT Between STATE OF WASHINGTON HIGHLINE COLLEGE and CITY OF FEDERAL WAY THIS INTERAGENCYAGREEMENT is made and entered into by and between HIGHLINE COLLEGE, PO BOX 98000 MS 99-101, DES MOINES, WA 98198, hereinafter referred to as "HIGHLINE COLLEGE," and the CITY OF FEDERAL WAY, 33325 8TH AVE S, FEDERAL WAY,WA 98003,hereinafter referred to as the"CITY OF FEDERAL WAY." WHEREAS, 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. NOW,THEREFORE,IT IS MUTUALLY AGREED THAT: STATEMENT OF WORK The Small Business Development Center (SBDC) at Highline College will provide business advisory services to Federal Way based — businesses, (established or start-up) for the City of Federal Way, Washington(City)in 2014.The Scope of Work is defined in Exhibit A. 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 College shall submit invoices automatically on an annual basis. Payment to Highline 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 College's management agrees to serve, at minimum of 8,unduplicated number of inquiries from businesses in Federal Way per quarter in 2014. RECORDS MAINTENANCE Highline 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 during 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 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. 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 Page2of6 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. Highline College: Communications contact person shall be Judy Perry,Highline College,PO Box 98000 MS 99-101, Des Moines,WA 98198. Page 3 of 6 Billing contact person shall be Kimberly Bills, Highline College, PO Box 98000 MS 99-281, Des Moines, WA 98198. City of Federal Way: Communications and billing contact person shall be Tim Johnson, Director of Economic Development, 33325 8th Ave So,Federal Way,WA 98003 INDEMNIFICATION Highline College shall indemnify and hold harmless the City, its elected officials, officers, employees, and agents, from all claims, costs, damages, or expenses arising out of the negligence of Highline College, its officers, employees, and agents in connection with this Agreement. The City shall indemnify and hold harmless Highline College, its officers, employees, and agents, from all claims, costs, damages, or expenses arising out of the negligence of the City, its elected officials, officers, employees, and agents in connection with this Agreement. In the case of negligence of both Highline College and the City, any damages allowed shall be levied in proportion to the percentage of negligence attributable to each party. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: 010 1 40, 1 ' .iLkh Jerre 1, Mayor er 1 rk, Stephanie Court a C DATE: 7/3i//.5.' APPROVED AS TO FROM: /,,,,/ 1/114W p fff,// -fO r City Attorney, Amy Jo Pearsall HIGHL I► E COLLEG BY: W — a "I Printed Name: 1•41 C+ L- Pt+70414 Title: VI c Piz---t--;r5-1 2 --r)-1-- DATE: 1'S STATE OF WASHINGTON ) ) ss. Page 4 of 6 COUNTY OF 1611'15 ) On this day personally appeared before me l'i&Cte,\ Wan') , to me known to be the V ice_ 1 Sktery-F- of \-Vpkite. Cc\ke 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 zin day of 'D IA ki , 20 15- Notary's signature161jQ.Q °S Notary's printed name jLrke_e arc., Notary Public in and for the State of Washington. My commission expires 1("\%.- ZO Notary Public SW etttMMA n DAMIEEN JAM My APPonnment E41r.s Jan 13,201$ Page 5 of 6 EXHIBIT A SCOPE OF WORK 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 contractor 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. General business training and education 4. Provide international trade and export assistance 5. Provide information to Federal Way businesses on"Doing Business in Federal Way" 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. 1st Qtr.2014 2"d Qtr.2014 3rd Qtr. 2014 4th Qtr. 2014 Final Report Businesses Advised 8 8 8 8 32 (Minimum) _ Businesses Advised (Actual) The SBDC will provide to the City, short summaries of work it has completed for each Federal Way business served by quarter, along with survey results and additionally provide the information in an annual report. Page 6 of 6