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068-22 - Western Washington University - SBDC - ContractDocuSign Envelope ID: FO8AD363-92E6-4348-9107-40B7706E9801 DocuSign Envelope ID: AC235469-DF7D-4150-ADAO-D7D3E3DC49DD Contract No. 068-22 CITY OF PORT ORCHARD CONTRACT FOR SMALL BUSINESS DEVELOPMENT CENTER THIS AGREEMENT is entered into between Western Washington University's Small Business Development Center (SBDC) ("Consultant") and City of Port Orchard, Washington ("Local Government"). 1. Services by Consultant Consultant has established a small business development center in Kitsap County benefiting residents with employment opportunities and economic development creating new business opportunities. The Scope of Services to be provided by Consultant is set forth below in Section 20. Regular reporting to the Local Government will be provided by the Consultant on a quarterly basis to monitor work plan and related activities showing the benefit to the residents of Port Orchard. Quarterly reports will be provided to the City showing number of people provided services. A Report will be submitted with each invoice. An annual update will be provided to the City Council at a meeting date during the third quarter of the year, the exact date to be mutually set with the Local Government and Consultant. 2. Payment Local Government shall pay Consultant an annual amount of $10,000.00 in 2022 and $10,000 per year for any extension period. Payments shall be paid in the amount of $2,500 quarterly. Payment will be made upon receipt of an invoice each quarter clarifying the work plan directly relative to the City of Port Orchard and including the report showing number of people provided services from the Consultant's program. Payment shall be due no later than thirty (30) days after the end of each quarter. Local Government Address is as follows: City of Port Orchard, Finance Department, Accounts Payable, 216 Prospect Street, Port Orchard, WA 98366 3. General This Agreement is the entire understanding between the Local Government and the Contract for Small Business Development Center Page 1 of 8 1496184.1 - 366922 -0007 DocuSign Envelope ID: F08AD363-92E6-4348-9107-4OB7706E9801 DocuSign Envelope ID: AC235469-DF7D-4150-ADAO-D7D3E3DC49DD Consultant, and no representations, statements, warranties or conditions, expressed, implied, or otherwise, shall be binding on the Local Government unless expressly set forth herein, as provided for in paragraph 1 above, which shall become an addendum to this contract. 4. Duration This Agreement shall be in force and effect upon approval of same by the City Council of Local Government and by the Consultant, but no earlier than January 1, 2022, and shall terminate on the 31 st day of December 2022 unless extended as provided herein. At the Local Government's sole option, this Agreement may be extended for an additional two- year period. If Local Government provides Consultant notice of intent to extend the Agreement by November 30, 2022, then such term shall be extended. The renewal term will expire on December 31, 2024. 5. Ownership of Materials All reports, formulations, graphs, charts, maps, programs, design, coding, calculations, notes, receipts, lists, rosters, calculations, and other materials or documents, original or otherwise, developed or used by Consultant and/or any other parties or employees in connection with the performance of this Agreement or the Project shall be the property of the Consultant. It is recognized by Local Government and Consultant that Consultant may receive privileged or confidential information in the conduct of its scope of services from Local Government, from other public entities, or from private parties. All of the cited materials or documents shall be made available to Local Government by Consultant, except for privileged and confidential information made available to Consultant by other parties with which Consultant cooperates to carry out the scope of services. However, for purposes of fiscal auditing, Local Government shall have access to any books, records, documents, papers and records of any kind that are directly related to this Agreement or the services provided hereunder. Portions of materials or documents that are not privileged or confidential information of Local Government may be made available by Consultant to other parties with which Consultant cooperates to carry out the Scope of Services. 6. Termination for Public Convenience Contract for Small Business Development Center Page 2 of 8 1496184.1 - 366922 -0007 DocuSign Envelope ID: F08AD363-92E6-4348-9107-4OB7706E9801 DocuSign Envelope ID: AC235469-DF7D-4150-ADAO-D7D3E3DC49DD Either party may terminate this Agreement with sixty (60) days after the deposit of written notice of such termination in the U.S. mail, regular delivery. If the Agreement is terminated in accordance with this paragraph, Local Government will be entitled to any refund for work not completed and the Consultant shall be entitled to payment for actual work performed. An equitable adjustment in Consultant's compensation for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by either party at any time during the term, whether for default or convenience, shall not constitute a breach of this Agreement. 7. Termination for Default If Consultant defaults by failing to perform any of the obligations of this Agreement. Local Government may terminate the Agreement and obtain performance of the work elsewhere. Termination in accordance with this paragraph will be effective five (5) days after the deposit of written notice of such termination in the U.S. mail, regular delivery. If the Agreement is terminated for default, the Consultant shall not be entitled to receive any payments under the Agreement until all work called for has been fully performed. Any extra cost or damage to Local Government resulting from such default(s), and any extra or increased expense incurred by Local Government in completing the work, shall be deducted from any money due Consultant. If a notice of default has been issued and it is later determined that Consultant was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 8. Termination Due to Lack of Funding In the event that funding necessary to the Local Government or Consultant's performance under this Agreement is withdrawn, reduced or limited in any way after the effective date of this Amendment and prior to its normal completion, due to the Local Government or Consultant's budgetary constraints or the elimination of one or more of the Consultant's programs, the Local Government or Consultant may summarily terminate this Agreement as to the funds withdrawn, reduced or limited or the elimination of a program, Contract for Small Business Development Center Page 3 of 8 1496184.1 - 366922 -0007 DocuSign Envelope ID: F08AD363-92E6-4348-9107-4OB7706E9801 DocuSign Envelope ID: AC235469-DF7D-4150-ADAO-D7D3E3DC49DD notwithstanding any other termination provisions of this Agreement. If the level of funding withdrawn, reduced or limited or the elimination of a program is so great that the Consultant deems that the continuation of the performance of obligations covered by this Amendment is no longer in the best interest of the Local Government or Consultant, the Local Government or Consultant may summarily terminate this Agreement in whole notwithstanding any other termination provision of the Agreement. Termination under this Section shall be effective upon receipt of written notice thereof. 9. Withholding Payment In the event Local Government determines that Consultant has failed to perform any obligation under this Agreement within the times set forth, then Local Government may withhold from amounts otherwise due and payable to Consultant the amount determined by Local Government as necessary to cure the default, until Local Government determines that such failure to perform has been cured. Withholding under this clause shall not be deemed a breach entitling Consultant to termination or damages, provided that Local Government promptly gives notice in writing to the Consultant of the nature of the default or failure to perform, and in no case more than 10 days after it determines to withhold amounts otherwise due. Local Government may act in accordance with any determination which has become conclusive under this clause, without prejudice to any other remedy under the Agreement, to take all or any of the following actions: (1) cure any failure or default, (2) pay any amount required to be paid and charge the same to the account of Consultant, or (3) set off any amount paid or incurred from amounts due or to become due Consultant. 10. ADA Compliance Consultant agrees to comply with all provisions of the Americans with Disabilities Act and all regulations interpreting or enforcing such Act. 11. Modification This Agreement may be amended only upon the written agreement of the parties and executed with the same formalities required for the execution of this Agreement. Contract for Small Business Development Center Page 4of8 1496184.1 - 366922 -0007 DocuSign Envelope ID: FO8AD363-92E6-4348-9107-40B7706E9801 DocuSign Envelope ID: AC235469-DF7D-4150-ADAO-D7D3E3DC49DD 12. Notices For Local Government: For Consultant: Rob Putaansuu, Mayor Western Washington Contract Administration 216 Prospect Street 516 High Street, MS-1420 Port Orchard, WA 98366 Bellingham, WA 98225 13. Limitation of Liability The Consultant is an independent contractor and is not considered a Local Government employee. The Consultant is responsible for all licenses and fees required to perform his/her/its duties under this contract. The performance of the services of the Consultant shall conform to the requirements of the Scope of Services in Section 20. Each party to this Agreement shall be responsible for its own negligent acts or omissions and/or willful misconduct and those of its officers, employees, volunteers and agents. Neither party to this agreement shall be responsible to the other for the acts or omissions of entities or individuals not a party to this Agreement. The Consultant agrees to indemnify and hold harmless the Local Government, and its agents and employees from and against all claims, damage, losses, and expenses, including attorney's fees and cost of litigation, caused in whole or in part by Consultant's negligent act or omission or that of a subcontractor, or that of anyone employed by them, or for whose acts Consultant or subcontractor may be liable. Industrial Insurance Waiver. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. The parties further acknowledge that they have mutually negotiated this waiver. The Consultant's waiver of immunity under the provisions of this section does not include, or extend to, any claims by the Consultant's employees directly against the Consultant. Contract for Small Business Development Center Page 5 of 8 1496184.1 - 366922 -0007 DocuSign Envelope ID: FO8AD363-92E6-4348-9107-40B7706E9801 DocuSign Envelope ID: AC235469-DF7D-4150-ADAO-D7D3E3DC49DD 14. Insurance Provisions The Consultant participates in the State of Washington Self -Insurance Liability Program which administers a Liability Account to finance the payment of general liability (including professional liability) and vehicle liability tort claims and lawsuits arising from the negligent actions of state agencies, its officers, employees and volunteers. The program operates under the authority of 4.92 RCW -Action and claims against state. 15. Privileged and Confidential Information During the term of this agreement, the Local Government and the Consultant, to the extent of their right to do so and as required for each to perform its obligations under this agreement, may exchange proprietary and confidential information. A) Except as specifically authorized by this Agreement, or otherwise approved by the Local Government in writing, all records or other information, documents, and materials furnished by the Local Government to the Consultant will be used only in connection with work performed under this Agreement. Upon request, the Consultant will, upon completion or termination of this Agreement, transit to the Local Government all records or other information, documents and materials, and copies thereof, furnished by the Local Government to the Consultant. Similarly, the Local Government will return to the Consultant all of the same type of records and information provided by the Consultant to the Local Government; B) All proprietary or confidential information, whether received visually, orally, in writing, electronically, or in any other medium, is and shall remain the property of the disclosing Local Government or Consultant for a period of five (5) years or until relieved of that responsibility by the information owner; provided, that nothing in this Agreement shall affect any obligation of the Local Government or Consultant to provide copies of records pursuant to the Public Records Disclosure Act. 16. Publicity The Local Government may include the Consultant's name, logo or other identifying marks on its website or other media with prior written permission from the Office of University Communications at (360) 650-3350. Such use must comply with the Contract for Small Business Development Center Page 6 of 8 1496184.1 - 366922 -0007 DocuSign Envelope ID: FO8AD363-92E6-4348-9107-40B7706E9801 DocuSign Envelope ID: AC235469-DF7D-4150-ADAO-D7D3E3DC49DD University's Identity Information, including its logo usage, outlined on the Brand Central webpage of the Office of University Communications website (http://news.wwu.edu). The Consultant reserves the right to terminate the Local Government's license or permission for such use at any time and without cause being stated. Special Use Guidelines: Consultant is the subcontractor of the SBA federal award. This contract has strict use of logo. Specifically, the Washington SBDC and WWU SBDC need to have equal brand hierarchy. In other words, we need to use the two logos together and have them be the same size. Consultant can supply the logos and specifications to Local Government. 17. Affiliation The Consultant may announce its affiliation with the Local Government on its website or other media in a manner deemed mutually acceptable to both Parties. 18. Force Majeure The obligations of the parties shall be suspended and excused if the performance of either is prevented or delayed by acts of nature, earthquakes, fire, flood, or the elements, malicious mischief, insurrection, riots, strikes, lockouts, boycotts, picketing, labor disturbances, war, compliances with any directive, order or regulation of any governmental authority or representative thereof made under claim or color of authority; loss or shortage of any part of the Contractor's own or customary transportation or delivery facilities, or for any reason beyond the control of the Contractor or University whether or not similar to the foregoing. 19. Venues and Choice of Law Clause Any action at law, suit in equity, or other judicial proceedings for the enforcement of this contract or any provision thereof shall be instituted only in the courts of the State of Washington, County of Kitsap. It is mutually understood and agreed that this contract shall be governed by the laws of the State of Washington, both as to interpretation and performance. Contract for Small Business Development Center Page 7 of 8 1496184.1 - 366922 -0007 DocuSign Envelope ID: F08AD363-92E6-4348-9107-4OB7706E9801 DocuSign Envelope ID: AC235469-DF7D-4150-ADAO-D7D3E3DC49DD 20. Scope of Services Provided. Consultant will provide the following services in Kitsap County, including to Port Orchard businesses and individual residents of Port Orchard: • Business Counseling • SBDC Sponsored Training for Participants • Provide professional development and business strategies for Participants • Providing information or resources for Participants • Help Participant businesses access capital and financing • Help Participants start new businesses, restart existing businesses, and grow existing businesses • Create jobs in Port Orchard • Provide information to businesses in Kitsap County and Port Orchard via newsletter, website, in writing, by phone or video conferencing platform and in person • Distribute grants to businesses to help those businesses succeed • Provide guidance to help businesses deal with regulations, including COVID-19 impacts • Provide outreach to businesses in Port Orchard to assist them with SBDC resources A DATED this day of A 10, 202_. LOCAL GOVERNMENT: CITY OF PORT ORCHARD Robert Putaansuu, Mayor ST/AUTHENTIC TED Brandy Rinearson, City Clerk Approved as to form: CONSULTANT: WESTERN WASHINGTON SMALL BUSINESS DEVELOPMENT CENTER (SBDC) DocuSigned b�y:Fwr' /,[IMe�.C�'f^ By: Assistant Director of Procurement & DocuSigned by: �� i111{1]1�[I'�1p4ilIlfNF ; rVn � l"61.. Charlotte Archer, Cit Attorne Y Y •�``�� J � pp .C,c. ��i . 0Cr Contract for Small Business DevelcT t G'e�a�� Page 8 of 8 1496184.1 - 366922 -0007WAS ? �%2 R rrr�Y fii�,�RA •."•�Q���� contracts