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HomeMy WebLinkAboutWWU SBA funding agreement 2022 FUNDING AWARD TO WESTERN WASHINGTON UNIVERSITY SBDC PROGRAM City of Bremerton/WWU SBDC program 1 | Page cITY The City of Bremerton ("City") and Western Washington University Small Business Development Center ("WWU SBDC "), provider of the Kitsap Small Business Development Center program, referred to collectively as the "Parties," enter into the following Agreement for the funding of the Kitsap SBDC operations: I. Scope: Western Washington University Small Business Development Center shall provide the Kitsap Small Business Development Center Services Program to the City of Bremerton. The City's role in this Agreement is only funding for services provided and shall be used solely to fund the activities of this program. The City has no direct control or liability regarding the actions or operation of the Western Washington University Small Business Development Center or any other activities of the Kitsap Small Business Development Center or associated entities II. Term: This agreement shall ..commence on the date of execution of this Agreement and shall continue in full force and effect until February 28, 2022, unless terminated earlier pursuant to Section VIII of this Agreement. III. Payment: In consideration of the services provided pursuant to this Agreement, City shall fund the Kitsap Small Business Development Center its costs for these services in an amount not to exceed Ten-thousand dollars ($10,000). The City of Bremerton shall issue the payment in one lump sum upon full execution of this agreement and make the payment payable as outlined in Section VII.F General Conditions of this agreement. WWU SBDC shall not be funded for work beyond the scope of this Agreement, unless the Scope is modified pursuant to section VI herein. IV. Relationship of Parties: WWU SBDC and its personnel are not employees or agents of the City. WWU SBDC and its personnel have no authority to bind the City or to control the City's employees and the City's contractors. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-consultants of WWU SBDC. WWU SBDC will be solely and entirely responsible for its acts and for the acts of District's agents, employees, representatives, and sub-consultants during the performance of this Agreement. WWU SBDC is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over WWU SBDC or its personnel. · V. Indemnification: WWU SBDC shall indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, to the extent injuries and damages are caused by the WWU SBDC’s negligence.. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: WWU SBDC shall provide a Certificate of Insurance to the City evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for DocuSign Envelope ID: 6BA61C21-5107-4B8C-BE96-47F4EF858DE6 FUNDING AWARD TO WESTERN WASHINGTON UNIVERSITY SBDC PROGRAM City of Bremerton/WWU SBDC program 2 | Page cITY personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and 3. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim; and 4. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than $1,000,000. The City shall be named as an additional insured on the Commercial General Liability insurance policy and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. VII. General Conditions: A. Reports and Information: When requested by the City, WWU SBDC shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. WWU SBDC shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Work Performed at WWU SBDC's Risk: WWU SBDC shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at WWU SBDC's own risk. C. Entire Agreement: This Agreement constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements between them, written or oral, that have not been set forth in the text of this Agreement. D. Severability: Should any part of this Agreement be found void; the balance of the Agreement shall remain in full force and effect. E. Modification: This Agreement may only be modified by written instrument signed by both Parties. F. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. ' City Address City of Bremerton . 345 6th Street, Suite 100 Attn: Financial Services Bremerton, WA 98337 (360) 473-5306 WWU SBDC Address Western Washington University Small Business Development Center 516 High Street Bellingham, WA 98225_ (360)650-3000 G. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of DocuSign Envelope ID: 6BA61C21-5107-4B8C-BE96-47F4EF858DE6 FUNDING AWARD TO WESTERN WASHINGTON UNIVERSITY SBDC PROGRAM City of Bremerton/WWU SBDC program 3 | Page cITY that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. H. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. I. Compliance with Laws: WWU SBDC shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. J. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. K. Attorneys’ Fees: In the event o:f 1litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. L. Assignment: Any assignment of this agreement by WWU SBDC without the written consent of the City shall be void. M. Equal Employment Opportunity Statement. In the hiring of employees for the performance of work under this Agreement, the Vendor, its subcontractors, or any person acting on behalf of Vendor shall not discriminate in any employment practice on the basis of age (40+), sex, race, creed, color, national origin, sexual orientation/gender identity, marital status, military status, or the presence of any physical, mental or sensory disability. N. ADA Statement. The City of Bremerton does not discriminate on the basis of disability in programs and activities, which it operates pursuant to the requirements of the Americans with Disabilities Act of 1990, and ADA Amendments Act. This policy extends to both employment and admission to participation in the programs, services and activities of the City of Bremerton. Reasonable accommodation for employees or applicants for employment will be provided. VIII. Termination: This Agreement may be terminated by either party for cause if either party fails substantially to perform through no fault of the other and does not commence correction within five (5) days of written notice and diligently complete the correction thereafter. Upon such termination, City will be entitled to reports showing the status of all services WWU SBDC is providing to the City as of the effective date of termination. IX. Repayment: In the event that WWU SBDC did not complete the full 2021 calendar year of SBDC programing in Kitsap County and made available to the Citizens of Bremerton, WWU SBDC would be responsible to repay a prorated amount of the funds to the City of Bremerton based on the amount of work already performed under this Agreement as determined by the City. SIGNATURES ON FOLLOWING PAGE DocuSign Envelope ID: 6BA61C21-5107-4B8C-BE96-47F4EF858DE6 City of Bremerton/WWU SBDC Kitsap SBDC program 4 | Page cITY CITY OF BREMERTON Mike Riley _______________ Signature Title: Finance Director_______ Date:______________ Approved as to form: ___________________ Kylie Finnell, Bremerton City Attorney Attest: ____________________ Angela Hoover, City Clerk WESTERN WASHINGTON UNIVERSITY SMALL BUSINESS DEVELOPMENT CENTER Andrea Rodger _______________________________________ Signature Title:Associate Director of Business Services Date: _____________ DocuSign Envelope ID: 6BA61C21-5107-4B8C-BE96-47F4EF858DE6 1/20/20221/20/2022