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HomeMy WebLinkAbout08232021 City Council LAYDOWN - Res 2021-091 Contract210823 LAYDOWN City Council Meeting Resolution 2021-091 SBDC Position AGREEMENT TO PROVIDE SERVICES The University of Alaska Anchorage (UAA) and the City of Seward, agree the scope of work will be performed in accordance with the following conditions: 1. Scope of Work: The scope of work entitled, "Seward Center Partnership", is described in Exhibit A attached hereto and by reference incorporated here. 2. Period of Performance: The effective date of this contract shall be October 1, 2021 and shall terminate on September 30, 2022, unless amended by written mutual consent. No expenses will be reimbursed which are incurred prior to the effective date or after the termination date without prior approval from both parties. 3. Compensation: The City of Seward will compensate UAA, on a reimbursable basis, for costs incurred to complete the scope of work as described in Paragraph 1. Total compensation shall not exceed $25,000. Invoices will be submitted at the end of the project and will itemize costs as detailed in the project budget (attached as Exhibit B). The City of Seward agrees to pay all UAA invoices within thirty (30) business days of receipt of invoice. 4. Indemnification To the fullest extent permitted by applicable law the City of Seward shall defend, indemnify, and hold harmless UAA, its Board of Regents, agents, officers, and employees from or against any and all loss, expense, damage, claim, demand, judgment, fine, charge, lien, liability, action, cause of action, or proceeding of any kind whatsoever (whether arising on account of damages to or loss of property, personal injury, emotional distress, or death) arising directly or indirectly in connection with the advice given by, the products supplied by, or the performance of or activities of the University, its Board of Regents, agents, officers, and employees whether the same arises before or after completion of the University's performance or the termination or expiration of this Agreement, except for damages, loss, or injury resulting from the University's recklessness or intentional acts. 5. Venue and Applicable Law Any civil action arising from this Agreement shall be brought in the state courts of Alaska in Anchorage, Alaska. The laws of the State of Alaska shall govern the rights and duties of the parties under this agreement. 6. Disclaimer of Warranties To the fullest extent permitted by law, UAA makes no warranties, express or implied, as to any matter whatsoever including, without limitation, the condition of any work performed under this Agreement, or the merchantability or fitness for a particular purpose or function of any advice given or of any product prepared, made or developed under this Agreement. The City of Seward understands and accepts that all UAA's work, products and advice are delivered "As Is" and without warranty. 7. Assignment This Agreement shall not be assigned by either party without the prior written consent of the other. 8. Ownership of Documents: All reports, plans, trainings and documents and other materials prepared by UAA under this Agreement that are specifically Alaska SBDC focused, as well as all existing Alaska SBDC materials used through the Seward Center are the property of UAA and UAA retains the intellectual property rights in these materials. Materials that are developed through this partnership that are specifically City of Seward focused as well as any existing City of Seward used through the Seward Center are the property of the City of Seward and the City of Seward retains the intellectual property rights to these materials. The City of Seward shall have a perpetual, royalty -free, non-exclusive, worldwide and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use the Alaska SBDC materials developed through the Seward Center. 9. Termination of Agreement Either party may terminate this Agreement with or without cause upon 30 days written notice. In the event of termination, the City of Seward shall reimburse UAA for all reasonable, allocable and allowable costs incurred up to the effective date of termination. 10. Entire Agreement This Agreement is the entire Agreement between the parties and it supersedes all prior agreements, discussions or understandings, written or oral. 11. Modifications The parties may modify or amend this Agreement only in a document signed by the authorized representatives of both parties. 12. Nondiscrimination In performing its duties under this agreement, UAA will not discriminate against any person Rebased on race, ethnicity, national origin, color, sex, sexual orientation, gender identity of Agreement between University of Alaska Anchorage and the City of Seward Page 2 of 3 expression, marital status, political belief, religion, immigration status, mental or physical disability, veteran status, pregnancy or parenthood. 13. Confidentiality Except as required by applicable law or by any court order, UAA agrees to treat information clearly marked as confidential by the City of Seward in a confidential manner. This means that UAA will use it and distribute it only as necessary to fulfill its obligations under this Agreement. The parties understand, however, that this Paragraph does not prohibit UAA from copying, distributing and using the materials it develops or prepares under this Agreement as provided under Paragraph 8. 14. Contact Persons and Notices The contact persons for each party and the addresses to send Notices that are necessary under this Agreement are: Jon Bittner University of Alaska Anchorage Alaska SBDC 1901 Bragaw St Suite 199 Anchorage AK 99508 907-529-1103 Jon.bittner@aksbdc.org Janette Bower City of Seward, Alaska 410 Adams Street PO Box 167 Seward, AK 99664 jbower@cityofseward.net 15. By signing below, the parties certify that they have the authority to bind their agencies to the terms and conditions of this Agreement. SIGNED SIGNED University of Alaska Anchorage City of Seward Aaron D. Dotson, PhD Janette Bower Associate Vice Chancellor for Research City Manager Date: Date: ATTEST Brenda Ballou City Clerk Agreement between University of Alaska Anchorage and the City of Seward Page 3 of 3