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AG 16-128JI RETURN TO: EXT: 2412 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: ECONOMIC DEVELOPMENT 2. ORIGINATING STAFF PERSON: TIM JOHNSON EXT: 2412 3. DATE REQ. BY: 05/31/16 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 ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: SMALL BUSINESS DEVELOPMENT CENTER - PROVIDE COMPLIMENTARY BUSINESS DEVELOPMENT SERVICES AND RESOURCES TO SMALL & MEDIUM BUSINESSES 6. NAME OF CONTRACTOR: HIGHLINE COLLEGE ADDRESS: PO Box 98000 MS99- Q% DES MOINES, WA 98198 E -MAIL: MPHAM @HIGHLINE.EDU SIGNATURE NAME: MICHAEL PHAM TELEPHONE FAX: TITLE: 206 -592 -3701 206 - 870 -3779 VP ADMINISTRATION 7. EXHIBITS AND ATTACHMENTS: X SCOPE, WORK OR SERVICES X COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 01/01/2016 COMPLETION DATE 12/31/16 9. TOTAL COMPENSATION $20,000 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES YrNO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES LINO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 001 -5200- 075 - 558 -70 -410 10. DOCUMENT /CONTRACT REVIEW X PROJECT MANAGER itC DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR INITIAL / DATE REVIEWED /05-2 3 /L COMMITTEE APPROVAL DATE: INITIAL / DATE APPROVED ag- rs -e>; cep.. is-!L COUNCIL APPROVAL DATE: DATE SENT: 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: -"Pc (4 es — I��OLg1400- MEMORANDUM DATE: July 25, 2016 TO: Tim Johnson FROM: Tim Johnson SUBJECT: Highline Colleg SBDC contract Language Amendment The following is correspondence with Highline College and contract language that was corrected with the approval of Highline College's Michael Pham and Rich Shockley as it pertains to a the SBDC contract. This correction occurred at the point before both parties signed. City's Law Department directed correction and to acquire approval from Highline College. The following is an e-mail from Tim Johnson sent on July 21st, 2016. It is followed by the response on July 21, 2016 accepting the change. Rich: As it pertains to our contract, city legal counsel found an item on page 4 of 10 that needs to be changed. If your organization agrees, we would like to change the last paragraph to reflect the following change. FROM: IN WITNESS, the Parties execute this Agreement below, effective the last date written below effective January 1, 2016 TO: IN WITNESS, the Parties execute this Agreement effective January 1, 2016 If this meets with your approval, we will have it changed and forward the corrected copy to you with our signature. NOTE: Michael's signature is on page 5, so we can just replace this page and not affect anything else if it meets with your approval. Please let me know if this meets your approval by responding to this e-mail. My apologies, Tim Johnson City of Federal Way 253- 835 -2412 Tim this change is acceptable. Please make the change as you have noted below. Rich Shockley, CBA, CGBP Small Business Development Center Highline College 23835 Pacific Highway South, Suite 101 Des Moines, Washington 98198 Direct Line 206 -592 -4150 rshockley @highline.edu sbdc @highline.edu 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 8`h AVENUE SOUTH, FEDERAL WAY, WA 98003, hereinafter referred to as the "CITY." 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 in 2016. The Scope of Work is defined in Exhibit A and Exhibit A -1. PERIOD OF PERFORMANCE Subject to its other provisions, the period of performance of this Agreement shall commence on January 1, 2016 and be completed on December 31, 2016. PAYMENT Compensation for the service provided will not exceed a total of $20,000.00 for the length of the contract from January 1, 2016 to December 31, 2016. BILLING PROCEDURE Highline College shall submit a request for payment on an annual basis. Payment will be made by the City within 30 days of receipt of the request. PERFORMANCE MEASURES The SBDC under Highline College's management will provide the services as identified in the Scope of Work in Exhibit A, RECORDS MAINTENANCE Highline College shall submit quarterly and annual progress reports to the City. The reports will reflect all the Performance Goals set out and agreed to 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 that sufficiently and properly reflect all direct and indirect costs "incurred." 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 the expiration of this agreement and the Office of the State Auditor, federal auditors, and any persons duly authorized by the parties, shall have full access to 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. 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 written agreement 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 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 agreement is entered into pursuant to and under the authority granted by the laws of the State of Page 2of10 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, P.O. Box 98000 MS 99 -101, Des Moines, WA 98198. Billing contact person shall be Kimberly Bills, Highline College, P.O. 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 Avenue South, Federal Way, WA 98003. Page 3 of 10 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 effective January 1, 2016. CITY OF FEDERAL WAY Mayor DATE: q/3 / CO ATTEST: 1 rk, Stephanie Court APPROVED AS TO FROM: City Attorney's Office Page 4 of 10 HIGHL,INE COLLEG By: Printed Name: Title: \A DATE: & I S (= JJ STATE OF WASHINGTON ) ) ss. COUNTY OF r--4- 14g ) On this day personally appeared before me )1(Cheie% e11 /7 , to me known to be the VP of AIM/ in / Srr 67/ 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 /5 day of - , 20go• Notary's Signature Notary's printed name / y ri e rl i wel6o -71 Notary Public in and for the St to of Washington. My commission expires / / / /3O,?(D CARRIE ANN DAVIDSON Notary Public State of Washington My Appointment Expires Aug 1 2020 Page 5 of 10 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 2016. 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 "SBDC "); 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. Provide international trade and export assistance; 5. Initiate anonymous survey, attached as Exhibit A -1 on the capital needs of Federal Way businesses and present subsequent results for review and examination; and 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 the minimum business advisory services to eight, (8) businesses per quarter and thirty two (32) annually of unduplicated eligible clients with funds provided in this agreement and agreed to by parties. In an annual report, the SBDC will provide the results of the small business credit survey to the City along with the summaries of work it has completed for each Federal Way business including the following: • Number of clients /businesses served in 2016 • Identify current state of clients and business as one of the three following types: (existing, start- up and /or pre- venture) • Identify in one of the following categories: o Retail o Wholesale o Manufacturer /Producer o Accommodation /Food Service o Professional Business Service o Healthcare o Construction Concern Page 6of10 o Technology o Hospitality o Arts & Entertainment o Transportation /Warehousing o Other • Identify Type of Service provided • Identify if client and business received capital and for what purpose • Identify the number of Jobs Created and Retained • Identify Demographics by Gender, Race and Veteran Status Page 7of10 Exhibit A -1 SMALL BUSINESS CREDIT SURVEY The City of Federal Way is surveying the credit needs of small business 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 Retail Wholesale _Manufacturer _Arts and Entertainment _Health _Professional and 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 to20 21 to 50 _50 plus Business Certifications _Minority -owned business Women -owned business _Disabled -owned business _Veteran -owned business None of the above Page 8 of 10 Has your business been able to acquire capital? Yes No Identify the type of financing your business has used within the last 36 months to meet your capital needs: (Check all that are applicable) _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 Identify the type of financing your business has been denied within the last 36 months: (Check any and all that are applicable) _Credit cards _Bank Loan _Vendor Credit _Private Loan (Family or Friends) Leasing _Small Business Administration (SBA) loan _Factoring Other, Please describe Do you have a current or future need for Credit? Yes No Identify current or future need 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 Page 9of10 Identify the size of the capital needed less 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 The City of Federal Way thanks you for your time and consideration in this effort. A full report will be available in February 2017. For further information contact Tim Johnson, Director of Economic Development, City of Federal Way at 253 - 835 -2412. Page l0 of 10