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HomeMy WebLinkAbout3522 Vendor Subject Department Status Code Amount Begin Date End Date Review Date Insurance Comments Contract Number 3522 YWCA - ALIVE PROGRAM Domestic Violence Programs - Criminal Justice Fund Police PRO File Class LEG 12-1 $9536.00 01/01/1994 12/31/2006 02/15/2008 GL AL E&O $2000000.00 $1000000.00 $1000000.00 Insurance Total Insurance Review Date $4000000.00 12/01/2005 Vault 01/01/2008 PROFESSIONAL SERVICES AGREEMENT [ALIVE DOMESTIC VIOLENCE PROGRAM.] 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. Contractof 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, 2006 and will terminate on December 31,2006. 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 Five Hundred Thirty Six Dollars ($9,536) from the grant which will be paid to the Contractor in four equal quarterly installments of Two Thousand Three Himdred Eighty-four Dollars ($2,384) beginning January 2006, However, should the City receive less than $9,536 from the grant, the City shall not be obligated to compensate YWCA in excess of the 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. BremertonJrYWCA 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 rimy withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Contractor. v. Indemnification: Contractor shall. defend, indenvrify 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 HA VB MUTUALLY NEGOTIATED THIS WANER. The provisions of this sectionshall survive the expiration or termination ofthis 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;OOOfor errors and omissions committed by Contractor while performing its obligations uilder 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 rAlive Programl 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 he 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 allitems 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 employer- efi?ployee 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 ~~ . . 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. Bremerton/rYWCA 1 [AlivePrograni 1 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 mailirig 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, WA 98337 . Contractor Address YWCA - ALIVE P;rogram 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 relinquishllent 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 oWll costs and attorney's fees. VIII. Nondiscrimination: Contractor shall not discriminate in employllent 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. Bremerton/[YWCA J rAlive Programl Page 4 of5 IX. Termination: This Agreement may be terminated, at will, by either Partyupon 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 fu,nding 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 ofthe 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 BREMERTON BY:c1ij{~ its: Chief of Police CONTRACTOR R:\Legal\Legal\ContractslPolice\YWCA - ALIVE PROGRAM 2006.doc Bremerton/[YWCA 1 rAlive Programl Page 5 of5 ------------+ =/= =/= =/= =/= J: Transactions Transmit CHANGE Contract Number 3522 ~ =/= =/= =/= =/= =/= =/= of =/= =/= =/= =/= =/= =/= =/= =/= -----+ CRIMINAL JUSTICE FUND Contract YWCA - ALIVE PROGRAM DOMESTIC VIOLENCE PROGRAMS $9536.00 01/01/1994 12/31/2005 11/01/2005 Amount Begin Date End Date Review Date $4000000.00 12/01/2004 Insurance Total Insurance Review Date +---------------------------- =/=Enter Search Criteria, Press Esc Key to =/=Press Del Key to Terminate Delete Mode =/= =/= tVendor Name =/=Subject =/=Department =/=Status Code =/= =/= =/= =/= =/= =/= =/= =/= =/= =/= =/= =/= =/= +- 00 00 00 POLICE PRO Insurance Amount $2000000 $1000000 $1000000 Type GL AL E&O Comments ~ .....,:= ~o ~~ <tr'J ~rJ1 t::;lrJ1 o~ ~o ~~ ~~ ~rJ1 ntr'J :$:= 0< t""l~ ~n ztr'J nrJ1 ~> "'C~ ~~ ~tr'J ~~ .tr'J ......~ ~ ('1) a ~ ~ p.. ..... 0-< s~ .....(1 g"> '::1;' ~> o t"" ~ ...... .....< JgtTJ >""0 (Jq:::O "'1 0 ~ 0 ~ ~ a~ 8" "'1~ "dri "'1 0 o ::s ~~ t/.l ~ t/.l 0 .......... o 0 ::s "'1 ~ :; - '-" t/.l "'1 ('1) ('1) ';;! ~ ..... ::t g ('1) t/.lp..>-3 .....::r o ('1) 8 (1 -..... -..... g'< P'. 0 rii >-+, -t:C '< "'1 ~ ('1) t/.l 8 ..... 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"A 7>'~ 0 " 7> ~ It; p..~ 0 ~ ,. g.,g \iI a .<> '" U o-P .~ " ~ent:, This Agreement and its Exhibits constitutes the entire agreement between the parties. and the parties ac1<nowledge (hat there are nO other agreements, wntten or oral, (hat bave not been set forth in the text of (his Agreement. ~ Sbould any part of (his Agreement be found void, the balance of tbe Agreement sball remain in full force and effect. ~ This Agreement may only be modified by written ins=ent signed by both Parties. ~ All communications regarding (his Agreement sball be. sent to tbe parties at the addresses listed below, unless noufied to the contrarY. AnY wntten not.ce bereunder sball becOme effective upon the date of mailing by registered or certified mail. and sball be deemed sufficientlY given if sent to tbe addreSsee at the address stated in this Agreement or such otber address as may be bereafter specified in writing. City Address Contractor Address City Clerk YWCA - ALIVE Program 345 6th Street, suite 600 pO BoX 559 Bremerton, WA 98337 Bremerton, W A 98337 ~ Failure to enforce any provision of (his Agreement shall not be deemed a waiver of tbat provision. Waiver of any right or power arising out of (his Agreement sball not be deemed waiver of anY other right or power. K. Non-Waiver of Breacb: The failure of the City to insist upon strict performance of any of tbe covenants and agreements contained herein, or to exercise any option berein conferred in one or more justaUces sball not be constrUed to be a waiver or relin<\.uisbrnent of said covenants, agreements or options, and the sarne sball be and remain in full force and effect. L. Com lionce with LawS: Contractor sball comply with all applicable Federal. State. and local laWS in performing its obligations under this Agreement. M. Cboice 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 (his Agreement sball be brought in Kitsap County Superior Court. ~ In the event of litigation to enforce any of the renns or provisions berein, eacb party sball pay all its own costs and attOrney's fees. Vlll. l'londiscr\n1ination: Contractor shall not discriminatc 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 Me occupational <\.ualification. ~ Alive Pro am Page 4 of 5 .- ~ g. 6 ~ .-< p. 0 0 ::t.. r./)....... ~';::lo('l ('l ('l 0.- (f> >6 .- 0 ~ g ~ &. ~ 9.. ~ ~ 0' ~ (1)?, 0 ~.. ~ ~ ..... 'v ~~~';::l0 a-ol-d~~ - .... (1) 0 .-< ~ 0 ~ ~ eo. ~ ~ ~ tt. 0- 0-'" & e. " 9. " " ~-;; ~go,,~ \\""'''''' '" " ~~g o"""~<l> '" ~ Q ';, ~ " %. ~. a' "" &- "" g ~ 0 ".., " '" ~ ." """"" r " '" '"" _ ~ ~ .." "'. " "'" , '1\ " :? tll $ " \!l p" a '" ~ '" P' > 0- 0 Po " ~ 0- ~ "" '" tt.. ~. Ii lj',,, " 0 tt. ~ $. 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';:j ct(1)(f> o mEnter Search Criteria, Press Esc Key to Transmit ~Press Del Key to Terminate Delete Mode CHANGE Contract Transactions Contract Number 3522 ~endor Name YWCA - ALIVE PROGRAM ~Subject DOMESTIC VIOLENCE PROGRAMS - CRIMINAL JUSTICE FUND ~Department POLICE ~Status Code PRO Amount $9536.00 Begin Date 01/01/1994 Insurance End Date 12/31/2004 Type Amount Review Date 11/01/2004 GL $2000000.00 AL $1000000.00 E&O $1000000.00 Insurance Total $4000000.00 IComments Insurance Review Date 04/01/2004 PROFESSIONAL SERVICES AGREEMENT [ALIVE DOMESTIC VIOLENCE PROGRAM.] 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: Thc 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 arc victims of domestic violence in an effort to bring them out of crisis and into a healthier, more manageable lifestyle. Thc ALIVE program will initiate daily contact with thc Bremcrton Police Department for a list of victims referrals so early intervention can be made. Thc ALIVE program advocate will cxpl~n thc legal process and provide direction for protection orders and accompany victims of domestic violence through criminal and civil proceedings. Thc advocacy will also provide thc victim with education and advocacy based education on thc nature, scope and dynamics of domestic violence. A City of Brcmcrton based support group will be established and will mcct at least once a week. Thc Scope of Work may bc modified only pursuant to Section VII.H. of this Agreement. Contractor ~thcr represents that the services furnished under this Agreement will bc performed in accordance with generally accepted professional practices in effect at thc time such services arc performed. II. Term: Thc Contract shall commence on January 1, 2004 and will terminate on December 31, 2004. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Contractor in an amount not to exceed $9,536.00. The payment of such funds shall be derived from a grant from the State Department of Community Development and the City shall not be obligated to compensate YWCA in excess of the amount actually received through the grant. Payment shall be made in four equal quarterly installments o£Two Thousand Three Hundred Eighty-four Dollars ($2,384) beginning January 2004. 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/IYWCA [Alive Program] Page 1 of 5 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. ¥. Indemnification: Contractor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless fi.om 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. ¥I. 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 $1,000,000 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, retum 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. Bremerton/[YWCA ] [Alive Program] Page 2 of 5 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. Thc reports and documents shall be furnished in thc time and form requested. Contractor shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. 0wncrship and Usc of Records and Documents: All written information submitted by the City to the Contractor in connection with the services performed by thc 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 employer- 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 239 Fourth Street, Bremerton, Washington, or at locations mutually agreed upon by the parties. Bremerton/[YWCA ] [Alive Program] Page 3 of 5 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. Severabilit¥: 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 Contractor Address City Clerk YWCA - ALIVE Program 239 Fourth Street PO Box 559 Bremerton, WA 98337 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 Washingtun. 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. Bremerton/[YWCA ] [Alive Program] Page 4 of 5 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.  CONTRACTOR By: CarfBozeman ~ ]t~'~,:'7~l~.F~ its: Mayor Approved as to form: ~Q-~b~y At~orney R:kLEG AL\Contrac takPolice\YWC A - ALIVE PROGRAM 2004.doc Bremerton/IYWCA [Alive Program] Page 5 of 5 +Browse: Next Previous First Last Update Delete Restart X - Exit + +Retrieve the Next record + +Found: 14 Record(s) MAINTAIN Contract Transactions + + Contract Number 3522 + + + +Vendor Name YWCA - ALIVE PROGRAM + +Subject DOMESTIC VIOLENCE PROGRAMS - CRIMINAL JUSTICE FLrND + +Department POLICE + +Status Code PRO + + Amount $19375.00 + + Begin Date 01/01/1994 + + Insurance End Date 12/31/2003 + + %~;pe Amount Review Date 11/01/2003 + + E&O $1000000.00 + + + + + + Insurance Total $1000000.00 + + Insurance Review Date 05/01/2003 + + + + Comments + + + + + PROFESSIONAL SERVICES AGREEMENT [ALIVE DOMESTIC VIOLENCE PROGRAM.] 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, 2003 and will terminate on December 31, 2003. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Contractor in an amount not to exceed $10,975.00. The payment of such funds shall be derived from a grant from the State Department of Community Development and the City shall not be obligated to compensate YWCA in excess of the amount actually received through the grant. Payment shall be made in four equal quarterly installments of Two Thousand Seven Hundred Forty-three Dollars ($2,743) beginning January 2003. 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 ] [Alive Program| Page 1 of 5 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 ail 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 professionai 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 ACKNOWI.FJ3GE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees, sub-consultants or sub-contractors. Before beginning work on the project described in this Agreement, the Contractor shail provide a Certificate of Insurance evidencing: 1. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence. 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. Bremerton/[YWCA ] [Alive Program] Page 2 of 5 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), Consultant shall: 1. File a schedule of expenses with the Internal Revenue Service for the type of business Consultant 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 Consultant'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 Consultant under this Agreement shall not give rise to an employer- 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 Exhibit A, Scope of Work, shall take place at the City's offices at 239 Fourth Street, Bremerton, Washington, or at locations mutually agreed upon by the parties. Bremerton/[YWCA ] [Alive Program1 Page 3 of 5 F. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Paxties 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 Contractor Address City Clerk YWCA - ALIVE Program 239 4th Street P.O. Box 559 Bremerton, WA 98337 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 fight or power arising out of this Agreement shall not be deemed waiver of any other fight 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. Bremerton/[YWCA ] [Alive Program[ Page 4 of 5 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 Consultant's receipt of the written notice by certified mall. Bremerton/[YWCA ] [Alive Program] Page 5 of 5 PROFESSIONAL SERVICES AGREEMENT YVVCA - ALIVE PROGRAM THIS AGREEMENT is between the City of Bremerton, a municipal corporation (hereinafter referred to as "CITY") and the YVVCA - ALIVE PROGRAM, (hereinafter referred to as "YWCA"). WITNESSETH: 1. SCOPE: Using criminal justice funding provided to the CITY by the State of Washington Department of Community Development, the YVVCA will provide crisis intervention, 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 YVVCA advocate will explain the legal process and provide direction for protection orders and accompany victims of domestic violence through criminal and civil proceedings. The advocate will also provide the victim with education and advocacy based education on the nature, scope and dynamics of domestic violence. A CITY based support group will be established and will meet at least once a week. 2. TERM: Agreement shall commence on January 1, 2002 and will terminate December 31, 2002, unless extended on a year-to-year basis with mutual agreement, in writing, by both parties. 3. COMPENSATION: CITY shall pay YWCA the sum of Ten Thousand Ninety-six Dollars ($10,096) for the services provided hereunder. Payment shall be made in four equal quarterly installments of Two Thousand Five Hundred Twenty-four Dollars ($2,524) YWCA - ALIVE PROGRAM. PSA - 11/7/01 Previous Agreement # 3522 Page 3. beginning January 2002. The source of this compensation shall be a grant to the CITY from the State of Washington Department of Community Development and the CITY shall not be obligated to compensate YWCA in excess of the amount received from the Department of Community Development for this purpose. 4. RELATIONSHIP OF PARTIES: The parties understand and agree that YVVCA is a firm skilled in matters pertaining to domestic violence counseling and will perform independent functions and responsibilities in the area of its particular field of expertise. YWCA and its personnel shall act as independent contractors and not employees of the CITY. As such they do not have the authority to bind the CITY or control employees of the CITY, contractors, or other entities. 5. INDUSTRIAL INSURANCE: YWCA agrees to provide for State industrial insurance coverage for its personnel as required by State law. 6. LICENSE AND TAXES: YWCA shall possess a current Bremerton Business License and any regulatory license required in order to fulfill YWCA's obligations under this Agreement. B & O taxes shall be paid when due and YVVCA, by this Agreement, assigns any payments due under this Agreement to the City Clerk for payment of such taxes, which have been declared delinquent. 7. INSURANCE AND HOLD HARMLESS: Prior to and during the performance of the work covered by this Agreement, YWCA shall provide the Risk Manager for the City of Bremerton with evidence that it has obtained and maintains in full fome and effect during the term of this Agreement a policy of professional liability insurance, providing coverage of at least $1,000,000 against professional liability or errors and omissions in connection YWCA- ALIVE PROGRAM. PSA- 11/7/01 Previous Agreement # 3522 Page 2 with the work to be performed by YWCA under this Agreement. Risk Manager shall be provided thirty (30) days' written notice of any cancellation of said professional liability insurance. YWCA agrees to defend, indemnify and save harmless the CITY, its appointed and elected officers and employees, from and against any and all liability, loss, costs, damage and expense, including costs and attorney fees in defense thereof because of actions, claims or lawsuits for damages resulting from personal or bodily injury, including death at any time resulting therefrom, sustained or alleged to have been sustained by any person or persons and on account of damage to property, arising or alleged to have arisen directly or indirectly out of or in consequence of or the performance of this Agreement, whether such injuries to persons or damage to property is due to the negligence of YWCA its subcontractors, agents, successors or assigns. This provision shall be inapplicable to the extent the CITY is judicially found solely negligent for such damage or injury. 8. GENERAL CONDITIONS: a. Reports and Information - YWCA, at such times and in such forms as the CITY may require, shall furnish the CITY such reasonable periodic reports and documents as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement. These reports shall include: (a) Monthly statistical reports to the Chief of Police; (b) Quarterly financial reports to the Chief of Police; and (c) a survey of police officers, prosecutors and judges for evaluation of the program's overall YWCA - ALIVE PROGRAM. PSA - 11/7/01 Previous Agreement # 3522 Page 3 success. YWCA will maintain accounting records in accordance with generally accepted accounting principals and practices to substantiate all invoiced amounts. b. Entire Agreement - This Agreement constitutes the entire agreement between the parties and both parties acknowledge that there are no other agreements, written or omi, that have not been fully set forth in the text of this Agreement. c. Amendments - The parties hereby further agree that this Agreement cannot be amended or modified without the written concurrence of both parties. d. Notices - Any notices required to be given by the CITY to YWCA or by YWCA to the CITY shall be in writing and delivered to the parties at the following addresses: City Clerk YWCA - ALIVE PROGRAM 239 Fourth St. P.O. Box 559 Bremerton, WA. 98337 Bremerton, WA. 98337 e. Waiver - Failure to insist upon strict compliance with any terms, covenants or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver of any other breach. f. Compliance with State, Local and Federal Laws - YWCA agrees to comply with all applicable local, state and federal laws in ped'ormance of all services under this Agreement. g. Applicable Law; Venue - This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington and, in the event of dispute, the venue of any action brought hereunder shall be in Kitsap County Superior Court. h. Attorney Fees - The substantially prevailing party in any litigation arising YWCA - ALIVE PROGRAM. PSA - 11/7/01 Previous Agreement # 3522 Page 4 hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. 9, NONDISCRIMINATION: YWCA 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 employment actions based on a bona fide occupational qualification. 10. TERMINATION: This Agreement may be terminated by either party for convenience upon thirty (30) days' written notice to the other party, or 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 completes the correction thereafter. Upon such termination, CITY will be entitled to reports showing the status of all matters upon which YVVCA is advising the CITY as of the effective date of termination. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year indicated. DATED this ~ day of ~/L~ ,200A. (~:~/')/~ . Mayor LIN~..~A/K. '~OYCE, ~ "~ - ..,~. APPR~~ 5_, LOR~'N D. COMBS, City Attorney YWCA - ALIVE PROGRAM. PSA - 11/7/01 Previous Agreement # 3522 Page 5 ADDENDUM 2 PROFESSIONAL SERVICES AGREEMENT 3522 WHEREAS, the City ofBremerton, a municipal corporation (hereinafter referred to as "City"), and YWCA - ALIVE PROGRAM, (hereinafter referred to as "YWCA", a duly organized corporation, hereto entered into an Agreement, originally dated January 1, 1996, and amended in 1998 and 2000, WHEREAS, the parties desire to extend the Contract for an additional one (1) year term, NOW, THEREFORE, in consideration for the mutual covenants set forth below, the parties agree as follows: 1. The term of the Agreemem executed by the parties on January 1, 1996 shall be modified to read: January 1, 2001 through December 31, 2001. 2. The City shall pay YWCA Ten Thousand Two Hundred Sevemy-six and 00/100 dollars ($10,276) for services. Payment shall be made in four equal quarterly installmems of Two Thousand Five Hundred Sixty-nine and 00/100 dollars ($2,569), beginning January 2001, subject to paragraph 3 of the original Agreement. 3. The remaining terms of the Professional Services Agreement shall remain in full force and effect. 1N WI~IE. SS WHEREOF the parties hereto have executed this Addendum on the ~ day of 2~..~, 2001. CITY OF BREMERTON YWCA -ALIVE PROGRAM LY~ S. HORTON, Mayor DEPARTMENTAL APPROVAL: ROBERT D. FORBES, Police Chief APPROVED AS TO FORM: DAVID B. ST.PIERRE, Assistant City Attorney ADDENDUM TO PROFESSIONAL SERVICES AGREEMENT 3522 WHEREAS, the CITY OF BREMERTON, a municipal corporation (hereinafter referred to as "City"), and YWCA - ALIVE PROGRAM, (hereinafter referred to as "YWCA"), a duly organized corporation, hereto entered into a Contract, dated January 1, 1996, as amended January 1998. WHEREAS, the parties desire to extend the Contract for an additional one (1) year term, NOW, THEREFORE, in consideration for the mutual covenants set forth below, the parties agree as follows: The term of the Agreement executed by the parties hereto on January 1, 1992 shall be extended from January 1, 2000 through December 31, 2000. IL That City shall pay YWCA Ten Thousand Three Hundred Fifty-Two and 00/100 dollars ($10,352.00) for services. Payment shall be made in four equal quarterly installments of Two Thousand Five Hundred Eighty-Eight and 00/100 dollars ($2,588.00), beginning in January 2000, subject to paragraph 3 of the Contract. III. The remaining terms the Professional Services Agreement not inconsistent with this amendment shall remain in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this Amendment the date and year indicated. CITY OF BREMERTON YWCA - ALIVE PROGRAM · tYNN S. "ORTON // L~I~A/t~. JOYCE // g ~ Mayor [x~,~ecuflve Director // oEe PhOVa¢ ROBERT D. FORBES, Chief of Police Attest ?~'N~ KATHLEEN L. McCLUSKEY, City Clerk Appr~ed as to Fos; ADDENDUM TO PROFESSIONAL SERVICES AGREEMENT 3522 WHEREAS, the CITY OF BREMERTON, a municipal corporation (hereinafter referred to as "City"), and YWCA - ALIVE PROGRAM, (hereinafter referred to as "YWCA"), a duly organized corporation, hereto entered into a Contract, dated January 1, 1996, as amended January 1998. WHEREAS, the parties desire to extend the Contract for an additional one (1) year term, NOW, THEREFORE, in consideration for the mutual covenants set forth below, the parties agree as follows: The term of the Agreement executed by the parties hereto on January 1, 1992 shall be extended from January 1, 1999 through December 31, 1999. II. That City shall pay YWCA Nineteen Thousand Three Hundred Seventy-Five and 00/100 dollars ($19,375.00) for services. Payment shall be made in four equal quarterly installments of Four Thousand Eight Hundred Forty-Three and 75/100 dollars ($4,843.75), beginning in January 1999. III. The remaining terms the Professional Services Agreement not inconsistent with this Arnendment shall remain in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this Amendment the date and year indicated. CITY OF BREMERTON YWCA - ALIVE PROGRAM LYNN S. HORTON, Mayor DEPARTMENT APPROVEMENT: ROBERT D. FORBES, Chief of Police Attest: KATHLEEN L. McCLUSKEY, City Clerk Approved As to Form: GLENNA MALA~ICA, Cfty Attorney ADDENDUM TO PROFESSIONAL SERVICES AGREEMENT 3522 WHEREAS, the CITY OF BREMERTON, a municipal corporation (hereinafter referred to as "City"), and YWCA - ALIVE PROGRAM, (hereinafter referred to as "YWCA" a duly organized corporation, hereto entered into a Contract, dated January 1, 1996, as amended January 1997. WHEREAS, the parties desire to extend the Contract for an additional one (1) year term, NOW, THEREFORE, in consideration for the mutual covenants set forth below, the parties agree as follow: The term of the Agreement executed by the parties hereto on January 1, 1992 shall be extended from January 1, 1998 through December 31, 1998. II. That City shell pay YWCA Nineteen Thousand Eight Hundred Seventy-nine and 00/100 dollars ($19,879.00) for services. Payment shall be made in four equal quarterly installments of Four Thousand Nine Hundred Sixty Nine and 75/100 dollars ($4,969.75), beginning in January 1998. III. The remaining terms the Professional Services Agreement not inconsistent with this Amendment shall remain in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this Amendment the date and year indicated. CITY OF BREMERTON YVVCA - ALIVE PROGRAM DATE: ~ .~- ~,~ DATE: S. HORTON, M~or DEPAR~NTAL APPROVEMENT: PAUL DUFRESNE' Chief of Poli~ ~THLEEN L. ~LUSKE~, City Cle~ To Form:~5) (~LENI~IA M~:ANCA, City Attorney AMENDMENT TO PROFESSIONAL SERVICES AGBEEMENT FOR AJ~IVE DO~4ESTiC VIOLENCE PROGRAM THIS AMENDMENT amends that Professional Services Agreement between the CITY OF BREMERTON, a municipal corporation, (hereinafter referred to as "City") and YWCA - ALIVE PROGRAM, (hereinafter referred to as ~YWCA"), signed June 11, 1996 and May 31, 1996, respectfully. W I TNE S SE TH: That in consideration of the mutual covenants set forth herein, the parties hereto agree as follows; 1. Paragraph 2 of the Professional Services Agreement is amended to change the term as follows: 2. TEK: Contract shall commence on January 1, 199~~ and will terminate December 31, 1997. 2. Paragraph 3 of the Professional Services Agreement is amended to change the compensation as follows: 3. CO~4PENSATION: City shall pay YWCA the sum of Nineteen Thousand One Hundred Eighty-five Dollars ($19,185.00) for the services provided hereunder. The source of this compensation shall be a grant to the City from the State of Washington Department of Community Development and the City shall not be obligated to compensate YWCA in excess of the amount received from the Department of Community Development for this purpose. 3. The remaining terms of the Professional Services Agreement not inconsistent with this Amendment shall remain in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this Amendment the date and year indicated. // // AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT - 1 t~4CA.A~ - Disk 1 - 3/26/97 I D~te' / ~ ¥/ CITY OF BREMERTON Date LYNN HORTON, Mayor D~TMENT~PROVAL: PAUL Du FRESNE', Chief of Police ~0 FORM: IAN R.~RJ~EVERS, Bremerton City Attorney RECEIVED FOR FILING: KATHLEEN L. McCL~ AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT - 2 yWCA.AMD - Disk I - 3/26/97 PROFESSIONAL SERVICES AGREEMENT ALIVE DOMESTIC VIOLENCE PROGRAM THIS AGREEMENT is between the City of Bremerton, a municipal corporation (hereinafter referred to as "City") and YWCA - ALIVE PROGRAM, (hereinafter referred to as "YWCA"). W I TN E S SETH: 1. SCOPE: Using criminal justice funding provided to the City of Bremerton by the State of Washington Department of Community Development, the YWCA ALIVE Program will 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 victim 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 advocate 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. 2. TERM: Contract shall commence on January 1, 1996 and will terminate December 31, 1996. $. COMPENSATION: City shall pay YWCA the sum of Nineteen Thousand Eight Hundred Five Dollars ($19,805.00) for the services provided hereunder. The source of this compensation shall be a grant to the City from the State of Washington Department of Community Development and the City shall not be obligated to compensate YWCA in excess of the amount received from the Department of Community Development for this purpose. 4. RELATIONSHIP OF PARTIES: The parties understand and agree that YWCA is a firm skilled in matters pertaining to domestic violence counselling and will perform independent functions and responsibilities in the area of its particular field of expertise. YWCA and its personnel shall act as independent contractors and not employees of the City. As such they have no authority to bind the City nor control employees of the City, contractors, or other entities. Within the performance of these duties, YWCA shall work under the direction of the Chief of Police. 5. INDUSTRIAL INSURANCE: YWCA agrees to provide for State industrial insurance coverage for its personnel as required by PROFESSIONAL SERVICES AGREEMENT --1-- YWCA.~A-Di~i3.4ll51~ State law. 6. LICENSE AND TAXES: YWCA shall possess a current Bremerton Business License and any regulatory license required to fulfill YWCA's obligations under this Agreement. B & O taxes shall be paid when due and YWCA, by this Agreement, assigns any payments due under this Agreement to the City Clerk for payment of such taxes which have been declared delinquent. 7. INSURANCE AND HOLD HAR/~LESS: Prior to and during the performance of the work covered by this Agreement, YWCA shall provide the Risk Manager for the City of Bremerton with evidence that it has obtained and maintains in full force and effect during the term of this Agreement a policy of professional liability insurance, providing coverage of at least $1,000,000.00 against professional liability or errors and omissions in connection with the work to be performed by YWCA under this Agreement. Risk Manager shall be provided thirty (30) days' written notice of any cancellation of said professional liability insurance. YWCA agrees to defend, indemnify and save harmless the City, its appointed and elected officers and employees, from and against any and all liability, loss, costs, damage and expense, including costs and attorney fees in defense thereof because of actions, claims or lawsuits for damages resulting from personal or bodily injury, including death at any time resulting therefrom, sustained or alleged to have been sustained by any person or persons and on account of damage to property, arising or alleged to have arisen directly or indirectly out of or in consequence of or the performance of this Agreement, whether such injuries to persons or damage to property is due to the negligence of YWCA its subcontractors, agents, successors or assigns. This provision shall be inapplicable to the extent the City is judicially found solely negligent for such damage or injury. 8. GENERAL CONDITIONS: a. Reports and Information - YWCA, at such times and in such forms as the City may require, shall furnish the City such reasonable periodic reports and documents as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement. These reports shall include:(a) Monthly statistical reports to the Chief of police; (b) Quarterly financial reports to the Chief of Police; and (c) a survey of police officers, prosecutors and judges for evaluation of the program's overall success. YWCA will maintain accounting records in accordance with generally accepted accounting principals and practices to substantiate all invoiced amounts. PROFESSIONAL SERVICES AGREEMENT -2- b. Entire Agreement - This Agreement constitutes the entire agreement between the parties and both parties acknowledge that there are no other agreements, written or oral, that have not been fully set forth in the text of this Agreement. c. Amendments - The parties hereby further agree that this Agreement cannot be amended or modified without the written concurrence of both parties. d. Notices - Any notices required to be given by the City to YWCA or by YWCA to the City shall be in writing and delivered to the parties at the following addresses: City Clerk YWCA 239 Fourth St. P.O. Box 559 Bremerton, WA. 98337 Bremerton, WA. 98337 e. Waiver - Failure to insist upon strict compliance with any terms, covenants or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver of any other breach. f. Compliance with State, Local and Federal Laws - YWCA agrees to comply with all applicable local, state and federal laws in performance of all services under this Agreement. g. Applicable Law; Venue - This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington and, in the event of dispute, the venue of any action brought hereunder shall be in Kitsap County Superior Court. h. Attorney Fees - The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. 9. NONDISCRIMINATION: YWCA 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 employment actions based on a bona fide occupational qualification. 10. TERMINATION: This Agreement may be terminated by either party for convenience upon thirty (30) days' written notice to the other party, or 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 completes the correction thereafter. Upon such termination, City will be entitled to reports showing the status of all matters upon which YWCA is advising the City as of the effective date of PROFESSIONAL SERVICES AGREEMENT -3- termination. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year indicated. YWCA - A~VE PROGRAM // CITY OF BRE~TTON Date: O/l't~ By. L~N ]H~TO~N ,%ayor D~TMENTAL APPROVAL: PAUL~. DuFR~NE, Chief of Police AdO~ED~O FORM: IAN R. SI~EVERS, City Attorney PROFESSIONAL SERVICES AGREEMENT -4- PROFESEIONAL SERVICES AGREF~ENT ~.,IVE DOMESTIC VIOLENCE THIS AGREEMENT is between the City of Bremerton, a municipal corporation (hereinafter referred to as "City") and YWCA - ALIVE PROGRAM, (hereinafter referred to as "YWCA"). WI TNE S SETH: 1. SCOPE~ Usiffg criminal justice funding provided to the city of Bremerton by the State of Washington Department of Community Development, the YWCA ALIVE Program will 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 victim 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 advocate 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. 2. TERM: Contract shall commence on January 1, 1995 and will terminate December 31, 1995. 3. COMPENSATION~ City shall pay YWCA the sum of Sixteen Thousand Two Hundred Eighty-six Dollars ($16,286.00) for the services provided hereunder. The source of this compensation shall be a grant to the City from the State of Washington Department of Community Development and the City shall not be obligated to compensate YWCA in excess of the amount received from the Department of Community Development for this purpose. 4. RELATIONSHIP OF PARTIES: The parties understand and agree that YWCA is a firm skilled in matters pertaining to domestic violence counselling and will perform independent functions and responsibilities in the area of its particular field of expertise. YWCA and its personnel shall act as independent contractors and not employees of the City. As such they have no authority to bind the City nor control employees of the City, contractors, or other entities. Within the performance of these duties, YWCA shall work under the direction of the Chief of Police. $. INDUSTRIAL INSURANCE: YWCA agrees to provide for State industrial insurance coverage for its personnel as required by PROFESSIONAL SERVICES AGREEMENT -1- Y~A.PSA - D~sk 10 - 1Z/15/94 State law. 6. LICZNSBAND T~ES= YWCA shall possess a current Bremerton Business License and any regulatory license required to fulfill YWCA's obligations under this Agreement. B & O taxes shall be paid when due and YWCA, by this Agreement, assigns any payments due under this Agreement to the City Clerk for payment of such taxes which have been declared delinquent. 7. INSURANCE AND HOLD HARMLESS: Prior to and during the performance of the' work covered by this Agreement, YWCA shall provide the Risk Manager for the City of Bremerton with evidence that it has obtained and maintains in full force and effect during the term of this Agreement a policy of professional liability insurance, providing coverage of at least $1,000,000.00 against professional liability or errors and omissions in connection with the work to be performed by YWCA under this Agreement. Risk Manager shall be provided thirty (30) days' written notice of any cancellation of said professional liability insurance. YWCA agrees to defend, indemnify and save harmless the City, its appointed and elected officers and employees, from and against any and all liability, loss, costs, damage and expense, including costs and attorney fees in defense thereof because of actions, claims or lawsuits for damages resulting from personal or bodily injury, including death at any time resulting therefrom, sustained or alleged to have been sustained by any person or persons and on account of damage to property, arising or alleged to have arisen directly or indirectly out of or in consequence of or the performance of this Agreement, whether such injuries to persons or damage to property is due to the negligence of YWCA its subcontractors, agents, successors or assigns. This provision shall be inapplicable to the extent the City is judicially found solely negligent for such damage or injury. ~. ~ENERAL CONDITIONS: a. Reports and Information - YWCA, at such times and in such forms as the City may require, shall furnish the City such reasonable periodic reports and documents as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement. These reports shall include:(a) Monthly statistical reports to the Chief of police; (b) Quarterly financial reports to the Chief of Police; and (c) a survey of police officers, prosecutors and judges for evaluation of the program's overall success. YWCA will maintain accounting records in accordance with generally accepted accounting principals and practices to substantiate all invoiced amounts. PROFESSIONAL SERVICES AGREEMENT -2- Y~ICA.PSA - O~sk 10 - 12/15/94. b. Entire Agreement - This Agreement constitutes the entire agreement between the parties and both parties acknowledge that there are no other agreements, written or oral, that have not been fully set forth in the text of this Agreement. c. Amendments - The parties hereby further agree that this Agreement cannot be amended or modified without the written concurrence of both parties. d. Notices - Any notices required to be given by the City to YWCA or by YWCA to %he City shall be in writing and delivered to the parties at the following addresses: City Clerk YWCA 239 Fourth St. Bremerton, WA. 98310 _ e. Waiver - Failure to insist upon strict compliance with any terms, covenants or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver of any other breach. f. Compliance with State, Local and Federal Laws - YWCA agrees to comply with all applicable local, state and federal laws in performance of all services under this Agreement. g. Applicable Law; Venue - This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington and, in the event of dispute, the venue of any action brought hereunder shall be in Kitsap County Superior Court. h. Attorney Fees - The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. 9. NONDISCRIMINATIONs YWCA 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 employment actions based on a bona fide occupational qualification. 10. TERMINATION: This Agreement may be terminated by either party for convenience upon thirty (30) days' written notice to the other party, or 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 completes the correction thereafter. Upon such termination, City will be entitled to reports showing the status of all matters upon which YWCA is advising the City as of the effective date of termination. PROFESSIONAL SERVICES AGREEMENT -3- YUr. A.p~ - Disk 10 - 12/15/~ IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year indicated. YWCA - ALIVE PROGRAM Date: /\~b\¢~ B¥:~ ~ L~NN HORTON, Mayor DE~kRTMENTAL APPROVAL: ~A~ L. Du~ESN~, Bremerton Chief of Police ~PROVED AS TO FO~: ~ R. SIEURS, City Attorney PROFESSIONAL SERVICES AGREEMENT -4- Y~.~A - Disk 10 - 12/15/94 PROFESSIONAL SERVICES AGREEMENT ALIVE DOMESTIC VIOLENCE PROGI~%M THIS AGREEMENT is between the City of Bremerton, a municipal corporation (hereinafter referred to as "City") and YWCA - ALIVE PROGRAM, (hereinafter referred to as "YWCA"). W I TN E S SETH: 1. SCOPEs Using criminal justice funding provided to the City of Bremerton by the State of Washington Department of Community Development, the YWCA ALIVE Program will 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 victim 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 advocate 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. 2. TERM: Contract shall commence on January 1, 1994 and will terminate December 31, 1994. 3, COMPENSATION: City shall pay YWCA the sum of Sixteen Thousand Eight Hundred Ninety and 08/100 Dollars ($16,890.08) for the services provided hereunder. The source of this compensation shall be a grant to the City from the State of Washington Department of Community Development and the City shall not be obligated to compensate YWCA in excess of the amount received from the Department of Community Development for this purpose. 4. RELATIONSHIP OF PiqRTIES: The parties understand and agree that YWCA is a firm skilled in matters pertaining to domestic violence counselling and will perform independent functions and responsibilities in the area of its particular field of expertise. YWCA and its personnel shall act as independent contractors and not employees of the City. As such they have no authority to bind the City nor control employees of the City, contractors, or other entities. Within the performance of these duties, YWCA shall work under the direction of the Chief of Police. 5. INDUSTRIAL INSURANCE: YWCA agrees to provide for State industrial insurance coverage for its personnel as required by State law. PROFESSIONAL SERVICES AGREEMENT -1- 6. LICENSE AND TAXES: YWCA shall possess a current Bremerton Business License and any regulatory license required to fulfill YWCA's obligations under this Agreement. B & O taxes shall be paid when due and YWCA, by this Agreement, assigns any payments due under this Agreement to the City Clerk for payment of such taxes which have been declared delinquent. 7. INSURJ~NCE AND HOLD HAR)fLESS: Prior to and during the performance of the work covered by this Agreement, YWCA shall provide the Risk Manager for the City of Bremerton with evidence that it has obtained and maintains in full force and effect during the term of this Agreement a policy of professional liability insurance, providing coverage of at least $1,000,000.00 against professional liability or errors and omissions in connection with the work to be performed by YWCA under this Agreement. Risk Manager shall be provided thirty (30) days' written notice of any cancellation of said professional liability insurance. YWCA agrees to defend, indemnify and save harmless the City, its appointed and elected officers and employees, from and against any and all liability, loss, costs, damage and expense, including costs and attorney fees in defense thereof because of actions, claims or lawsuits for damages resulting from personal or bodily injury, including death at any time resulting therefrom, sustained or alleged to have been sustained by any person or persons and on account of damage to property, arising or alleged to have arisen directly or indirectly out of or in consequence of or the performance of this Agreement, whether such injuries to persons or damage to property is due to the negligence of YWCA its subcontractors, agents, successors or assigns. This provision shall be inapplicable to the extent the City is judicially found solely negligent for such damage or injury. 8. GENERAL CONDITIONS: a. Reports and Information - YWCA, at such times and in such forms as the City may require, shall furnish the City such reasonable periodic reports and documents as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Agreement. These reports shall include:(a) Monthly statistical reports to the Chief of police; (b) Quarterly financial reports to the Chief of Police; and (c) a survey of police officers, prosecutors and judges for evaluation of the program's overall success. YWCA will maintain accounting records in accordance with generally accepted accounting principals and practices to substantiate all invoiced amounts. b. Entire Agreement - This Agreement constitutes the entire agreement between the parties and both parties acknowledge that there are no other agreements, written or oral, that have not been PROFESSIONAL SERVICES AGREEMENT -2- fully set forth in the text of this Agreement. c. Amendments - The parties hereby further agree that this Agreement cannot be amended or modified without the written concurrence of both parties. d. Notices - Any notices required to be given by the City to YWCA or by YWCA to the City shall be in writing and delivered to the parties at the following addresses: City Clerk YWCA 239 Fourth St. ~ Bremerton, WA. 98310 ~ww,~M~ ,~u~ ~l~ e. Waiver - Failure to insist upon strict compliance with any terms, covenants or conditions of this Agreement shall not be deemed a waiver of such, nor shall any waiver or relinquishment of such right or power at any time be taken to be a waiver of any other breach. f. Compliance with State, Local and Federal Laws - YWCA agrees to comply with all applicable local, state and federal laws in performance of all services under this Agreement. g. Applicable Law; Venue - This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington and, in the event of dispute, the venue of any action brought hereunder shall be in Kitsap County Superior Court. h. Attorney Fees - The substantially prevailing party in any litigation arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. 9. NONDISCRIMINATION: YWCA 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 employment actions based on a bona fide occupational qualification. 10. TERMINATION: This Agreement may be terminated by either party for convenience upon thirty (30) days' written notice to the other party, or 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 completes the correction thereafter. Upon such termination, City will be entitled to reports showing the status of all matters upon which YWCA is advising the city as of the effective date of termination. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year indicated. PROFESSIONAL SERVICES AGREEMENT -3- YWCA - ALIVE PROGRAm4 Date: __ BY: ~ ~-~. ~-~ CITY OF BREMERTON Date: 2~ \~\~ By. y~NN ~.HOR~~ S ~ · TON, Mayor ATTEST: KATHLEEN McCLUSKF~, Clerk ~OVAL: D~LBERT~cNEAL, Bremer{~on ~hief of Police IAN R. SI~ERS, City Attorney PROFESSIONAL SERVICES AGREEMENT -4-