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Home My WebLink About17-087 - Highline College - Small Business Development CenterCity of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Contract Number:17 -087 Council Approval N/A CONTRACT FOR SERVICES This Agreement is entered into by and between the City of Tukwila, Washington, a non - charter optional municipal code city hereinafter referred to as "the City," and Hipline College, hereinafter referred to as "the Contractor," whose principal office is located at 2400 S. 240 h Street; Des Moines; WA, 98198. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $20,000 at a rate of $10,000 in 2017 and $10,000 in 2018. 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing January 1, 2017, and ending December 31, 2018, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. CA Revised 2012 o LS Page 1 of 5 6. Indemnification. The Contractor shall defend, indemnify and hold the City, its officers, agents, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 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, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 8. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 9. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the. City shall have the right to terminate this Agreement immediately. 10. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the presence of any disability in the selection and retention of employees or procurement of materials or supplies. 11. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 12. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 13. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. CA Revised 1 -2013 Page 2 of 5 14. Notices. Notices to the City of Tukwila shall be sent to the following address: Official: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 Copy to: Brandon Miles 6200 Southcenter Blvd Tukwila, WA 98188 Notices to the Contractor shall be sent to the following address: Bill: Kimberly Bills Highline College PO Box 9800 MS -99 -281 Des Moines, WA 98188 Other Issues Rich Shockley Highline College PO Box 9800 MS 99 -101 Des Moines, WA 98188 15. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this ISM day of /" "r I , 20 O. CONTRACTOR 7'` By: CITY OF TUKWILA *fay V c (t 69c c it 00fui)prxl Printed Name and Title: '■/'1 c-. l�T` Address: c9-40 Q % S . ?4o -. CA Revised 1 -2013 Page 3 of 5 Exhibit "A" Scope of Services Small Development Center 1. Maintain a Small Business Development Center (SBDC) at Highline College's campus in Des Moines, WA, including website and phone number. 2. Market SBDC services to small businesses located in the City of Tukwila or desiring to locate in the City of Tukwila. 3. Provide business counseling services to all qualified small businesses from the City of Tukwila at no fee to the businesses. Service to include advice on: development a business plan, developing and implementing a marketing plan, seeking financing, improving quality, reducing costs, and streamlining operations. 4. Recommend business clients contact the City's Economic Development Liaison if they indicate an interest in relocating to another city. 5. Provide quarterly reports to the City of Tukwila indicating: • The number of Tukwila businesses served for that quarter with a description of the services the SBDC provided to the businesses. • The number of jobs created and /or retained. • The amount of new debt and equity invested in the businesses. • The number of businesses referred to the City's Economic Development Group. 6. Provide an annual report to the _City -of Tukwila summarizing for the calendar year the same factors in item #5 above. 7. At the request of the City, attend the Tukwila City Council once per year to report outcomes. 8. Attend the quarterly meetings of the Soundside Alliance to report on outcomes. CA Revised 1 -2013 Page 4 of 5 Exhibit `B" Compensation Contract shall submit invoices to the City within seven (7) days of the end of the calendar year. Compensation amounts shall be as follows: Year Amount 2017 $10,000 2018 $10,000 Invoices shall be mailed to: City of Tukwila C/O Economic Development Liaison 6200 Southcenter Blvd Tukwila, WA 98188 CA Revised 1 -2013 Page 5 of 5