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HomeMy WebLinkAbout12-032 - Highline Community College - 2012 Small Business DevelopmentContract No. 12-032 CONTRACT FOR SERVICES Council Approval N/A This Agreement is entered into by and between the City of Tukwila, Washington, a noncharter optional municipal code city hereinafter referred to as "the City and Highline Community College, hereinafter referred to as "the Contractor whose principal office is located in Des Moines, WA 98198. WHEREAS, the City has determined the need to have certain services performed for its businesses 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. Scone 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 Pavment. 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 $10,000. 3. Contractor Budeet. 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 fora period commencing January 1, 2012 and ending December 31, 2012 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. 6. Indemnification. The Contractor shall indemnify, defend and hold harmless the City, its officers, agents and employees, from and against any and all claims, losses or liability, including attorney's fees, arising from injury or death to persons or damage to property occasioned by any act, omission or failure of the Contractor, its officers, agents and employees, in performing the work required by this Agreement. With respect to the performance of this Agreement and as to claims against the City, its officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees, and agrees that the obligation to indemnify, defend and hold harmless provided for in this paragraph extends to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties. This paragraph shall not apply to any damage resulting from the sole negligence of the City, its agents and employees. To the extent any of the damages referenced by this paragraph were caused by or C:\ Users\ ckitterm\AppData\Local\Microsoft \Windows \Temporary Internet Files \Content.Outlook \LTWSEOUC \SBDC Tukwila 2012 Q.doc 3/9/2012 Page 1 of 5 1 *vJA VL resulted from the concurrent negligence of the City, its agents or employees, this obligation to indemnify, defend and hold harmless is valid and enforceable only to the extent of the negligence of the Contractor, its officers, agents, and employees. 7. Record Keepine 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 Contractor shall not discriminate against any employee, applicant for employment, or any person seeking the services of the Contractor to be provided under this Agreement on the basis of race, color, religion, creed, sex, age, national origin, marital status or presence of any sensory, mental or physical handicap. 11. Assienment 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. This Agreement contains the entire Agreement between the parties hereto and no other Agreements, oral or otherwise, regarding the subject matter of this Agreement, shall be deemed to exist or bind any of the parties hereto. Either party may request changes in the agreement. Proposed changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement. 13. Notices. Notices to the City of Tukwila shall be sent to the following addresses: Official: City Clerk, City of Tukwila Copy to: Derek Speck, Mayor's Office 6200 Southcenter Blvd. 6200 Southcenter Blvd. Tukwila, Washington 98188 Tukwila, Washington 98188 Notices to the Contractor shall be sent to the following addresses: Billing: Crystal Kitterman Other Issues: James Peyton Highline Community College Highline Community College PO Box 9800 MS 99 -101 PO Box 9800 MS 99 -101 Des Moines, WA 98188 Des Moines, WA 98188 14. Applicable Law; Venue; Attornev'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, C:\ Users \ckitterm\AppData \Local\Microsoft \Windows \Temporary Internet Files \Content.Outlook\LTWSEOUC \SBDC Tukwila 2012 Q.doc 3/9/2012 Page 2 of 5 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 b O day of 20 /a CITY OF TUKWI A j B Y: g� ayor HENTICATE Chrisfy O'FlAerty, CMC, Citf'Clerk APPROVED AS TO FORM: Office of the City Attorney By: $40,000) CONTRACTOR: HIGHLINE COMMUNITY COLLEGE By: �'qn/ 7 'S//2_ Title: Vice P esident for Administration Printed Name: Larry T. Yok Highline Community College Address: 2400 S 240th St Des Moines WA 98198 -9800 Date approved by City Council: (Applicable if contract amount is over C:\ Users \ckitterm\AppData\Local\Microsoft \Windows \Temporary Intemet Files \Content.Outlook \LTWSEOUC \SBDC Tukwila 2012 Q.doc 3/9/2012 Page 3 of 5 Exhibit A Scope of Services Small Business Development Center 1. Maintain a Small Business Development Center office at Highline Community 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. Services to include advice on: developing 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 Administrator 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 administrator 6. Provide an annual report to the City of Tukwila summarizing for the calendar year the same factors listed in item #3 above. 7. At the request of the City, attend the Southwest King County Chamber of Commerce Government Affairs Committee and the Tukwila City Council once per year to report on outcomes. 8. Attend the quarterly meetings of the Southwest King County Economic Development Initiative to report on outcomes. C:\ Users \ckitterm\AppData\Local\Microsoft \Windows \Temporary Intemet Fil es \Content.Outlook \LTWSEOUC \SBDC Tukwila 2012 Q.doc 3/9/2012 Page 4 of 5 Exhibit B Compensation Contractor shall submit invoices to the City within seven (7) days of the end of the calendar year. Invoices shall be mailed to: City of Tukwila C/O Economic Development Administrator 6200 Southcenter Boulevard Tukwila, WA 98188 C:\ Users \ckitterm\AppData \Local \Microsoft \Windows \Temporary Intemet Files \Content.Outlook\LTWSEOUC \SBDC Tukwila 2012 v1doc 3/9/2012 Page 5 of 5