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AG 16-153CURNT� ��.� /rf'' ffiIOI AL � N 9l i CITY 0 FEDE' • WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER 5. PROJECT NAME: EXT: 3. DATE REQ. BY: ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION f INTERLOCAL 6. NAME OF CONT' i. CTO'i,31I Litk )• _L l ADDRESS: / Zeib11O!r%TH/RVt TELEPHONE E -MAIL: ► SIGNATURE NAME: MerTAIWNWA TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN 8. TERM: COMMENCEMENT DATE: 9. TOTAL COMPENSATION $ (IF CALCULATED ON HOURLY LAB REIMBURSABLE EXPENSE: ❑ YES IS SALES TAX OWED ❑ YES RETAINAGE: RETAINAGE AMOUNT: ll6�I2iLo ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS COMPLETION DATE: J f / 11-- ❑ ALL (INCLUDE EXPENSES AND SALES TAX, IF ANY) OR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER DIRECTOR RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) ut 110-- -5t3 - [a -416 INITIAL / DATE REVIEWED COMMITTEE APPROVAL DATE: INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS • LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK 0110610 ❑ ASSIGNED AG# AG# /53 ❑ SIGNED COPY RETURNED DATE SENT: 0-65-11- COMMENTS: `94 1 _ Atte,5 00524 (Qat INITIAL / DATE SIGNED tVLII- t'►rtlgrfiIIG:rl.i `.1M7W '1I M - 1 C �►�, v�al.c ti a� v e • INTERAGENCY AGREEMENT Between UNIVERSITY OF WASHINGTON MICHAEL G. FOSTER SCHOOL OF BUSINESS and CITY OF FEDERAL WAY THIS INTERAGENCYAGREEMENT is made and entered into by and between the UNIVERSITY OF WASHINGTON MICHAEL G. FOSTER SCHOOL OF BUSINESS CONSULTING AND BUSINESS DEVELOPMENT CENTER, MACKENZIE HALL 139 BOX 353200, SEATTLE, WA 98195 -3200, hereinafter referred to as "CONTRACTOR," and the CITY OF FEDERAL WAY, 33325 8th AVENUE SOUTH, FEDERAL WAY, WA 98003, hereinafter referred to as the "CITY." NOW, THEREFORE, IT IS MUTUALLY AGREED THAT: STATEMENT OF WORK Contractor will provide a business plan and financial analysis for the Native American Culinary Arts Institute as defined in Exhibit A. PERIOD OF PERFORMANCE Subject to its other provisions, the period of performance of this Agreement shall commence on December 28, 2016 and be completed by March 15, 2017. PAYMENT Total Compensation: In consideration of the Contractor performing the Services, the City will pay the Contractor an amount not to exceed Ten Thousand Five Hundred and no /100 Dollars ($10,500.00). Payment Schedule: The City will pay the Contractor Five Thousand and no /100 Dollars ($5,000.00) at contract initiation and upon receipt of the Contractor's invoice. The City will pay the Contractor Five Thousand Five Hundred and no /100 Dollars (5,000.00) upon the completion of remaining services outlined in Exhibit A and receipt of a Contractor's invoice. Reimbursement Expenses deemed reasonable by the City, such as travel and related supplies, postage and shipping and other reasonable costs may be reimbursed up to Five Hundred and no /100 Dollars ($500.00). Such expenses shall be invoiced and paid monthly. Travel and related per diem rates will follow the US General Services Administration's posted rates. Supporting receipts will be provided. 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 thirty (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 fifteen (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 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. Page 2 of 10 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. University of Washington Michael G. Foster School of Business: Communications contact person shall be: Michael Verchot, Michael G. Foster School of Business, Mackenzie Hall 139 Box 353200, Seattle, WA 98195 -3200; (206) 543 -9327. Billing contact person shall be Michael Verchot, Michael G. Foster School of Business, Mackenzie Hall 139 Box 353200, Seattle, WA 98195 -3200. City of Federal Way: Communications and billing contact person shall be Theresa Yvonne, Executive Director Performing Arts & Event Center, 33325 8th Avenue South, Federal Way, WA 98003 -6325; (253) 835 -2414. INDEMNIFICATION Contractor Indemnification: The Contractor agrees to indemnify, defend and hold the City, its elected officials, officers, employees, agents, and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and all attorney fees) 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 Contract to the extent caused by the negligent acts, errors or omissions of the Contractor, its partners, shareholders, agents, employees, or by the Contractor's breach of this Contract. Contractor waives any immunity that may be granted to it under the Washington State Industrial Insurance Act, Title 51 RCW. 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. City Indemnification: The City agrees to indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, and agents harmless from any and all claims, demands, losses, actions and liabilities (including costs and attorney fees) 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 Contract to the extent solely caused by the negligent acts, errors, or omissions of the City, its employees or agents. Survival: 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. Page 3 of 10 IN WITNESS, the Parties execute this Agreement effective DecemberA 2016 CITY OF FEDERAL WAY DATE: J?/.2-` A� ATTEST: lerk, Stephanie Court ► , CMC APPROVED AS TO FORM: Page 4 of 10 City Attorney l J flievitCglitt UNIVERSITY OF WASHINGTON MICHAEL G. FOSTER SCHOOL OF BUSINESS By: Printed Name: A e e( Title: �' e Cam) f �r� 1 t . '�) A gL__J . DATE: 1 L /2-.l / STATE OF WASHINGTON ) COUNTY OF KING ) ss. On this day personally appeared before me f) c �+,e/ P V e rc �• r to me known to be the of u w C.- 1t.., a �3 -j.-+ r� f Dr (' T^ 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. .\\����‘��11j11iGIVEN my hand and official seal this '�� tatiiin9 gg►ON Fhb / soi TO,y 1, �� -•- pN _z 00. AU ' OF WASN�"``r' 111111\\\vss.% 23 giday of Notary's signature Notary's printed name St VI `'1 Notary Public in and for the State of Washington. My commission expires 4 p - 2 (? ,20UU? Page 5 of 10 EXHIBIT A SERVICES Business Plan for Native American Culinary Arts Institute: The Contractor shall do or provide the following: Background One of the key components of the City of Federal Way's new Performing Arts and Event Center (PAEC) is the incorporation of many organizations involved in the arts, such as the Federal Way Symphony, Tacoma Ballet, Federal Way Youth Symphony, and a variety of choral groups. Additionally, building upon the heritage of the northwest, it is hope to include the incorporation of the Native American Culinary Arts Institute. Through its formulation, the Institute (currently in conceptual stage) will be an educational entity that will be assimilated into the PAEC operations over a period of three to five years from the scheduled opening of the PAEC in fall 2017. It is hoped that the growth cycle of the Institute begins in late 2017. It will begin in a three phase process. The first phase involves a series of community lectures, regional seminars and national conferences on Native American foods and their preparation. It will be followed by the second phase in 2019 with a certificate program for a culinary arts finishing school. The third phase is the formulation of a culinary arts institute in Native American cuisine to be implemented by 2021 -2022. The effort will be combined with the continued lectures, seminars and conferences and finishing school. Native American Culinary Arts Institute Growth Cycle Lectures, Seminars, Conferences Finishing School Year 1 Year 3 Year 5 To achieve the actions identified above, a Business Plan will be completed that will forecast the three phases. Significant to this process is the formulation of a Business Plan to serve as a road map and operating manual for the launch and deployment of the Culinary Arts Institute. Page 6of10 RESEARCH & ORGANIZE • Contractor will review previous research documents to be provided by City of Federal Way, (Director of Economic Development). • Contractor will request of the City (Director of Economic. Development) information needed for the purpose of the Business Plan as listed in the outline for the Institute to be used in the development of the Business Plan. DELIVERABLES • Contractor will provide a written report that presents a financial analysis of the formulation of Phase Three, the Culinary Arts Institute. o The work will reflect a break -even analysis that illustrates Tenant Improvements on a facility based upon average size of a culinary arts institute (square footage) of $18 sq. ft. triple net in a leased building near or adjacent to the Performing Arts and Event Center in Federal Way. o Review and examine previous research to identify a curriculum that enables students to achieve an educational standard to present to future employers of job readiness at the conclusion of the program and to four year educational institutes should they want to incorporate hospitality management. Contractor will prepare a draft business plan for the Native American Culinary Arts Institute that provides a description of the range of activities that can be provided in the first two phases of the institute: (a) Lecture Series, Seminars and Conferences and (b) a "finishing school." Contractor will provide a draft business plan for the third phase of the Native American Culinary Arts Institute including recommended space requirements, start-up and operating pro forma balance sheet and income statement. The above analysis will illustrate keeping overhead, both facilities and administration at minimal levels ensuring that the student is the product, not just a revenue source. Key to this opportunity is to provide a student the opportunity to work at the PAEC so they can learn and earn on the job. Learning on the job also provides and gives a young cook a much better understanding of how to apply techniques in a kitchen's high pressure setting. The plan will illustrate the benefits of the internship through the PAEC. This will make them a better cook, and eventually a chef. Contractor will work with the Executive Director of the PAEC to illustrate this activity. • The Contractor will prepare and present initial draft findings in writing to City staff, (Economic Development Director and Executive Director of the PAEC) by January 16, 2017 will join City staff in presenting these initial draft findings with the Muckleshoot Tribe on January 19, 2017. • Prepare and present final written findings by March 15, 2017. Page 7 of 10 OUTLINE OF BUSINESS PLAN Native American Culinary Arts Institute L General Business Description A. Vision Statement - City Economic Development Director to provide examples B. Mission Statement - City Economic Development Director to provide examples C. Institute's goals and objectives - City Economic Development Director to provide examples D. Institute's Philosophy - City Economic Development Director to provide examples E. Institute's customers F. Describe the Industry Institute's place in the industry, how it differentiates itself from others G. The Institute's potential Strengths, Weaknesses, Opportunities and Threats. What factors will make the Institute succeed; background skills and experiences needed for this new venture. H. Recommended Legal Form of Ownership: Corporation, Limited Liability Corporation, Non - Profit Interaction with the PAEC: Separate organization and tenant; Part of the PAEC; II. Marketing Plan A. Secondary Research on published data on Culinary Arts Growth or Decline B. Products i. Features and Benefits • Education that leads to employment • Reduction of under - employment and unemployment • Employment pipeline for Native American Resorts and Facilities C. Customers - Students i. Identify Target Customers (students) and their general characteristics, contractor in assessing student demand will use the average participation for a private institute along with tuition costs to determine the likelihood of meeting this demand analysis D. Competition i. Culinary Arts Institutes ii. Types of Competition, (Public and Private Sectors) iii. Competitive Analysis • Price • Sales Methods E. Niche i. Describe Institute's niche in the Market F. Strategy i. Outline a Market Strategy consistent with the Institute's Niche • Culinary Arts Institute o Tuition, will it have a comparative advantage over others o Promotion, what is needed to attract students Page 8 of 10 III. Operational Plan A. Explain Operations of Institute, i.e. its location, equipment, people and processes • Education • Accreditation, program candidates to operate an accredited program • Instructors • Administration • Amount of Space B. Personnel • Number of employees o School • Administration Type of employees or adjunct staff • Pay Structure • Training methods and requirements • Identified Tasks and responsibilities • Curriculum modeling • Job Descriptions IV. Management and Organization A. Required experience of personnel i. Special Competencies ii. Organizational Chart iii. Professional and Advisory Support, what if any of the following are required or valued: • Board of Directors • Management Advisory or Technical Board • Attorney • Accountant • Insurance Agent • Banker • Consultant\Mentor & Key Advisors V. Startup Expenses and Capitalization Illustrate break -event analysis A. Lease costs based on average size B. Tenant Improvements costs C. Contingencies D. Opening Day Balance Sheet VI. Executive Summary Within the Executive Summary, the University should illustrate areas where it believes it could play a role, (if any) in the three phases as it pertains to this effort. Page 9 of 10