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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