HomeMy WebLinkAboutAgreement for Services COA & Green River College INDEPENDENT CONTRACTOR AGREEMENT
Between
The City of Auburn
And
Green River College
This Independent Contractor Agreement ("Agreement") is entered into on this day
of -ZottliAry yQ fhu , 2020 (the "Effective Date"), by and between the City of Auburn, a
municipal c fporation organized under Title 35A of the Revised Code of Washington(the"City")
and Green River College("GRC"or"Contractor"), for the purpose of providing business courses,
workshops and ancillary support services to members of Auburn's Innovation Partnership Zones
Business Incubator.
WHEREAS,the City has entered into an agreement with the Port of Seattle to accept grant
funds from the Port of Seattle to be used for economic development purposes; and
WHEREAS, the City currently operates a Business Incubator with the grand funds from
the Port of Seattle; and
WHEREAS, the purpose of the Business Incubator is to provide office space and support
assistance to small businesses and start-up businesses operating in the City of Auburn; and
WHEREAS,Green River College has a Small Business Center(SBC)and a Small Business
Development Center which can provide business expertise, support services,and business training
and workshop opportunities; and
WHEREAS, the City desires to contract with Green River College to provide certain
business support,training, workshop and ancillary services in connection with the City's Business
Incubator; and
WHEREAS, the parties are authorized by Revised Code of Washington 39.34 to enter into
this Agreement.
NOW,THEREFORE,in consideration of their mutual promises set out in this Agreement,
Green River College and the City agree as follows:
1. Term of Agreement
The term of this Agreement commences on the Effective Date and terminates on December
31,2020,unless otherwise terminated pursuant to the provisions in section 5 of this agreement.
2. Scope of Services by Contractor
2.1. GRC agrees to perform, in a good and professional manner,the tasks described in Exhibit
A,attached. (The tasks described on Exhibit A are individually referred to as a"task,"and
collectively referred to as the"services.")
Page 1 of 7
• s
2.2. GRC is responsible to provide work products and services of a quality and professional
standard acceptable to the City.
2.3. GRC represents and warrants that it has all necessary licenses and certifications to perform
the services described in Exhibit A,and is qualified to perform such services.
3. City Obligations
In a timely manner that does not delay the services provided by GRC,the City will:
3.1. Designate in writing a person to act as the City's representative with respect to the services
who has complete authority to transmit instructions, receive information, interpret, and
make decisions regarding the services provided by GRC.
3.2. Furnish the GRC with all information,criteria,objectives,schedules,and standards for the
project(s)necessary for the Contractor to provide the services described in Exhibit A.
3.3. Arrange for access to City property or facilities as needed by GRC for the provision of
services as described in Exhibit A.
3.4. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other
documents prepared by the GRC and to timely render decisions regarding such documents
to prevent a delay in the provision of services as described in Exhibit A.
4. Compensation
4.1. As compensation for GRC's performance of the services described in Exhibit A, the City
agrees to pay GRC the fees and costs specified in Exhibit B, attached, or as specified in
an addendum.
4.2. The Contractor will submit to the City an invoice or statement of time spent on tasks
included in the scope of work described in Exhibit A.
4.3. After receipt of an invoice from the GRC, the City will process the invoice in the next
billing/claim cycle and remit payment to GRC in the normal course of business, subject
to the terms of this Agreement.
5. Termination
The City may terminate this Agreement upon seven (7) days' written notice if the services
described in Exhibit A are no longer needed from GRC;provided that the City will compensate
GRC services provided through the end of the following month at the rate described in Exhibit
B.
Page 2 of 7
6. Insurance
6.1. GRC shall maintain insurance coverage, whether through the commercial insurance
market, an insurance pool, self-insurance, or a combination, adequate to meet the
obligations of this Agreement, including the indemnifications contained in this
Agreement, and contractual liability coverage of applicable leases, licenses,permits, and
agreements.
6.2. Each party of this agreement is responsible for its own acts and/or omissions and those of
its officers, employees and agents. No party of this agreement will be responsible for the
acts and/or omissions of entities or individuals not a party to this agreement. GRC shall
indemnify and hold harmless the City from all claims,costs, injuries, damages, losses,or
suits including attorneys' fees,arising out of or resulting from the acts,errors or omissions
of GRC in performance of this Agreement,except for injuries and damages caused by the
sole negligence of the City. The City shall indemnify and hold harmless GRC from all
claims, costs, damages, or expenses arising out of the negligence of the City. In the case
of negligence of both the City and GRC,any damages allowed shall be levied in proportion
to the percentage of negligence attributable to each party.
7. Miscellaneous
7.1. Choice of Law: This Agreement shall be deemed to be made and construed in accordance
with the laws of the State of Washington. Jurisdiction and venue for any action arising out
of this Agreement shall be in King County, Washington.
7.2. Captions & Headings: The captions in this Agreement are for convenience only and do
not in any way limit or amplify the provisions of this Agreement.
7.3. Relationship of the Parties: Unless otherwise specifically provided herein, no separate
legal entity is created hereby, as each of the parties is contracting in its capacity as a
municipal corporation of the State of Washington. The identity of the parties hereto is as
set forth hereinabove. No provision of this Agreement shall relieve either party of its
public agency obligations and/or responsibilities imposed by law.
7.4. Severability: If any term or provision of this Agreement or the application thereof to any
person or circumstance shall, to any extent, be held to be invalid or unenforceable by a
final decision of any court having jurisdiction on the matter, the remainder of this
Agreement or the application of such term or provision to persons or circumstances other
than those as to which it is held invalid or unenforceable shall not be affected thereby and
shall continue in full force and effect,unless such court determines that such invalidity or
unenforceability materially interferes with or defeats the purposes hereof, at which time
either party shall have the right to terminate the Agreement.
Page 3 of 7
7.5. Integration: This Agreement constitutes the entire agreement between the parties as to the
scope of services. No modifications or amendments of this Agreement shall be valid or
effective unless evidenced by an addendum in writing to this Agreement and signed by
both parties.
7.6. Interpretation: Interpretation or construction of this Agreement shall not be affected by
any determination as to who is the drafter of this Agreement. This Agreement is deemed
to have been drafted by mutual agreement of the parties.
7.7. Force Majeure: No party to this Agreement shall be held responsible for delay or default
caused by terrorism, natural disasters, riots, acts of god and/or war that is beyond the
reasonable control of the parties.
7.8. Waiver:The failure of either party at any time to require performance by another party of
any provision of this Agreement will in no way affect the party's subsequent rights and
obligations under that provision, and waive by any party of the breach of any provision of
this Agreement shall not be taken or held to be a waiver of any succeeding breach of such
provision or as waiver of such provisions itself.
8. Notices, Reports & Correspondence
8.1. All notices or communications permitted or required to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if delivered in person or
deposited in the United States mail,postage prepaid, for mailing by certified mail,return
receipt requested, and addressed, if to a party of this Agreement, to the address for the
party set forth above, or if to a person not a party to this Agreement, to the address
designated by a party to this Agreement in the foregoing manner.
8.2. Any party may change his, her or its address by giving notice in writing, stating his, her
or its new address, to any other party,all pursuant to the procedure set forth in this section
of the Agreement.
8.3. All notices, reports and correspondence shall be sent to:
City of Auburn Green River College
Economic Development Tsai-En Cheng,
Manager Dean of Branch Locations,
Auburn City Hall Academic&Program
25 West Main Development
Auburn,WA 98001-4998 Green River College
253-931-3000 1221 D St. NE
Auburn, WA 98002
253.520.6267
Page 4 of 7
9. Signature Authority
This Agreement may be executed in multiple counterparts, each of which shall be one and the
same Agreement and shall become effective when one or more counterparts have been signed
by each of the parties and delivered to the other party.
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed effective
the day and year first set forth above.
CITY OF AUBURN GREEN RIVER C EGE
%/7t7� h)
Nancy Ba Mayor Tsai-En Cheng, /
Dean of Branch Loca ions,Academic and
Program Development
Approved as to form:
endra Comeau, City Attorney
Page 5 of 7
EXHIBIT A
Scope of Service
In 2020 the Small Business Center(SBC)will focus on Auburn clients recommended to the Center
by the City and local banks.
For a $20,000 grant, Auburn will receive a minimum of 148 hours of direct client services from
the Small Business Center and the services will be received by City of Auburn businesses. Client
hours arc calculated for one-on-one technical assistance and for presentations and workshops.
Client needs differ in levels of assistance in a given year so the continuation of clients year to year
is expected. Client services would take place at the GRC Auburn Center and at the Downtown
Incubator.
Small Business billable hours are calculated at $135 per hour but business counseling sessions
shall be available at no cost to the client.
Confidentiality is a chief concern in reporting on SBC activities. Reporting forms will identify
clients by number only and not by company name or owner.The Consultant shall provide quarterly
reports to the City and an in-person meeting to discuss services provided and outcomes.
Consultant shall also provide the following presentations for the City in accordance with the
following outline:
January 23 Thursday Start Business
February 18 Tuesday Business Plan
March 17 Tuesday Banking/Finance
April 16 Thursday Marketing
May 19 Tuesday Start Business
June 17 Wednesday Business Plan
September 17 Thursday Banking/Finance
October 20 Tuesday Marketing
November 18 Wednesday Start Business
Each of the classes above will be held the 3`d week of each month (day/time TBD), shall be 90
minutes with Q&A, and be taught either at Auburn City Hall or Auburn's Incubator located at the
Auburn Train Station.
In addition,Business Advisors will participate in quarterly panel business discussions when invited
to do so, schedule permitting.
Page 6 of 7
.
I
EXHIBIT B
Costs
Compensation for the Consultant's services is not to exceed $20,000.00 for the term of this
Agreement. Payment to the Consultant will be made as follows:
1. Compensation shall be paid according to the following:
1) Ten Thousand Dollars($10,000)on July 1,2020
2) Ten Thousand Dollars($10,000) on October 1,2020
2. Invoices shall be submitted at the beginning of the month and will include which activities
took place by reference to the number and task in Exhibit A.
3. Upon receipt of the invoicing described in Section 5.2 of this Agreement, the City shall remit
to the party providing the invoice.
Page 7 of 7
w
i
II