HomeMy WebLinkAbout6625 DocuSign Envelope ID:907AFC8F-40F7-455A-9E87-83FAF9FBE07B
SERVICES REIMBURSEMENT AGREEMENT
WESTERN WASHINGTON UNIVERSITY SBDC PROGRAM
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: The initial term of this agreement shall ..commence on the date of execution of this
Agreement and shall continue in full force and effect until December 31, 2024,unless terminated earlier
pursuant to Section VIII of this Agreement. WWU SBDC has the option to extend the term of this
agreement for two (2) additional one (1)year periods following the initial term, but must provide the
City written request to extend within thirty (30)days of expiration of the current term. Notice shall be
sent pursuant to Section VII.F. 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 for the term of this
agreement 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.
City of BremertonlWWU SBDC program 2024
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DocuSign Envelope ID:907AFC8F-40F7-455A-9E87-83FAF9FBEO7B
SERVICES REIMBURSEMENT AGREEMENT
WESTERN WASHINGTON UNIVERSITY SBDC PROGRAM
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 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 of BremertonlWWU SBDC program 2024
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DocuSign Envelope ID:907AFC8F-40F7-455A-9E87-83FAF9FBEO7B
SERVICES REIMBURSEMENT AGREEMENT
WESTERN WASHINGTON UNIVERSITY SBDC PROGRAM
Attn: Financial Services WWU SBDC Address
City of Bremerton WWU Small Business Development Center
3456thStreet,Suite 100 516 High Street
Bremerton, WA 98337 Bellingham,WA 98225
(360)473-5306 (360)650-3000
G. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of
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 SuperiorCourt.
K. Attorneys' Fees: In the event of(litigation 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 2024 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
City of Bremerton/WWU SBDC program 2024
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DocuSign Envelope ID:907AFC8F-40F7-455A-9E87-83FAF9FBEO7B
SERVICES REIMBURSEMENT AGREEMENT
WESTERN WASHINGTON UNIVERSITY SBDC PROGRAM
CITY OF BREMERTON WWU SBDC
DocuSigned by:
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Signature
Rosebrook
Name
Title Director of Financial Services Name
Date 1/2/2024 Title Contracts Specialist 2
Date 12/14/2023
Approved as to Form
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City of Bremerton Attorney WWU SBDC Attorney
°DocuSigned by:
Attest
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Angela oover,cit41Fy Clerk
City of Bremerton/WWU SBDC 2024 program
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