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HomeMy WebLinkAbout4589 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4589 YWCA - ALIVE Domestic Violence Program Police LEG 12-1 01/01/2007 12/31/2007 02/15/2009 01/01/2009 PROFESSIONAL SERVICES AGREE1\! [ALIVE DOMESTIC VIOLENCE PROGRA I f aq 1A~------ ~ ~<~ c--iJ ~'~S- v<;..: btJ~;4 _. -., . ~, l: ~~/o:r; ------ The City of Bremerton ("City") and YWCA - ALIVE PROGRAM ("Contractor"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: The Contractor agrees to provide 24 hour a day crisis intervention, safe shelter, legal advocacy, support groups, parenting classes, community education and children's programming for women and their children who are victims of domestic violence in an effort to bring them out of crisis and into a healthier, more manageable lifestyle. The ALIVE program will initiate daily contact with the Bremerton Police Department for a list of victims referrals so early intervention can be made. The ALIVE program advocate will explain the legal process and provide direction for protection orders and accompany victims of domestic violence through criminal and civil proceedings. The advocacy will also provide the victim with education and advocacy based education on the nature, scope and dynamics of domestic violence. A City of Bremerton based support group will be established and will meet at least once a week. The Scope of Work may be modified only pursuant to Section VII.H. of this Agreement. Contractor further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The Contract shall commence on January 1, 2007 and will terminate on December 31,2007. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Contractor an amount determined by a grant from the State Department of Community Development. During the term of this Agreement, the City expects to receive Nine Thousand Eight Hundred Twenty Two Dollars ($9,822) from the grant which will be paid to the Contractor in four equal quarterly installments of Two Thousand Four Hundred Fifty Five Dollars and Fifty Cents ($2,455.50) beginning January 2007. However, should the City receive less than $9,822 from the grant, the City shall not be obligated to compensate YWCA in excess ofthe amount actually received through the grant. IV. Relationship of Parties: Contractor is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. Contractor and its personnel are independent contractors and not employees of the City. Contractor and its personnel have no authority to bind the City or to control the City's employees and other 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-contractors of the Contractor. Contractor will be solely and entirely responsible for its acts and for the acts of Contractor's agents, employees, representatives and sub-contractors during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work. Bremerton/[YWCA 1 rAlive Programl Page 1 of5 As an independent contractor, Contractor 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 Contractor or its personnel. As an independent contractor, Contractor is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees may include but are not limited to State industrial insurance, B&O, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Contractor. V. Indemnification: Contractor shall defend, 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 Contractor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONTRACTOR'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 provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: Prior to the commencement date of this Agreement, Contractor shall provide Certificates of Insurance to the City's Risk Manager verifying the following coverage: 1. Professional liability policy ("E&O") providing coverage of$I,OOO,OOO for errors and omissions committed by Contractor while performing its obligations under this Agreement. The policy shall remain in full force and effect, and provide coverage for the full term of this Agreement. Contractor shall provide the Risk Manager with 30 days' written notice of any cancellation or change of coverage of the policy. Any payment of deductible or self insured retention shall be the sole responsibility of the Contractor. The Contractor's insurance shall be primary insurance as respects the City and the City shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. BremertonJrYWCA 1 r Alive Program 1 Page 2 of5 VII. General Conditions: A. Reports and Information: When requested by the City, Contractor 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. Contractor shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: All written information submitted by the City to the Contractor in connection with the services performed by the Contractor under this Agreement will be safeguarded by the Contractor to at least the same extent as the Contractor safeguards like information relating to its own business. If such information is publicly available or is already in Contractor's possession or known to it, or is rightfully obtained by the Contractor from third parties, Contractor shall bear no responsibility for its disclosure, inadvertent or otherwise. C. Contractor to Maintain Records to Support Independent Contractor Status: On the effective date of this Agreement (or shortly thereafter), Contractor shall: 1. File a schedule of expenses with the Internal Revenue Service for the type of business Contractor conducts; 2. Establish an account with the Washington State Department of Revenue and other necessary state agencies for the payment of all state taxes normally paid by employers, register to receive a unified business identifier number from the State of Washington; and 3. Maintain a separate set of books and records that reflect all items of income and expenses of Contractor's business, all as described in the Revised Code of Washington (RCW) Section 51.08.195, as required to show that the services performed by Contractor under this Agreement shall not give rise to an emp10yer- employee relationship between the parties which is subject to RCW Title 51, Industrial Insurance. D. Work Performed at Contractor's Risk: Contractor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. E. Place of Work: The Contractor shall perform the work authorized under this Agreement at its offices in Bremerton, Washington. Meetings with the City staff as described in Scope of Work, shall take place at the City's offices at 345 6th Street, Suite 600, Bremerton, Washington, or at locations mutually agreed upon by the parties. BremertonJrYWCA 1 [Alive Programl Page 3 of5 F. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. G. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. H. Modification: This Agreement may only be modified by written instrument signed by both Parties. I. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below, unless notified to the contrary. Any written notice hereunder shall become effective upon the date of mailing by registered or certified mail, 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 Clerk 345 6th Street, Suite 600 Bremerton, W A 98337 Contractor Address YWCA - ALIVE Program PO Box 559 Bremerton, WA 98337 J. 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. K. 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. L. Compliance with Laws: Contractor shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. M. 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. N. 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. VIII. Nondiscrimination: Contractor shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, or disability, except for employment actions based on bona fide occupational qualification. BremertonJrYWCA 1 r Alive Program 1 Page 4 of5 IX. Termination: This Agreement may be terminated, at will, by either Party upon 30 days' notice to the other Party. This Agreement may be immediately terminated for cause by a Party if the other Party substantially fails to perform through no fault of the terminating Party, and the non-performing Party does not commence correction of the failure of performance within five days of the terminating Party's sending notice to the non-performing Party. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. Termination shall be effective ten calendar days after Contractor's receipt of the written notice by certified mail. CITY OF BREMERZ By: c&d- ~? its: Chief of Police CONTRACTOR Approved as to form: Lubovich, City Attorney R:\Legal\Legal\ContractslPoliceIYWCA - ALIVE PROGRAM 2007.doc BremertonJrYWCA 1 [Alive Programl Page 5 of5