POLICIES AND OTHER
SERVICE CONSTRAINTS 11
ADDITIONAL SERVICES 11
RELATIONSHIP OF THE
SHARED SERVICE TEAM
Our goal and heart, as the Shared Service’s team, is to
develop and support our affiliated church plants in
perpetuating the advancement of The Gospel from the
point of launch, to the development and care of a
flourishing and healthy church.
Each church is uniquely different and the most effective
way for trust to ensue is to make sure expectations are
being met; with mutual respect and clarity, this written
proposal will allow us to venture into a partnership with
the mutual goal of advancing the Gospel.
SHARED SERVICE TEAM
The purpose of the Shared Services proposal is to establish a cooperative partnership between the Westside: A
Jesus Church Family’s Shared Services team and its affiliated church plants. This proposal will:
n outline services to be offered and working assumptions between the Shared Service’s team and its affiliates;
n quantify and measure service expectations;
n outline the potential methods used to measure the quality of service provided;
n define mutual requirements and expectations for critical processes and overall performance;
n strengthen communication between the Shared Service’s team and its affiliates;
n provide a vehicle for resolving conflicts.
The Shared Service’s team will provide a shared business environment continuously enhancing service, compliance
and productivity to participating church affiliates and core non-profit business practices. The primary goals for the
Shared Service’s team include:
n Integrate people, processes, and technology to provide a balanced service level to all affiliates. Create a
collaborative environment where trusted relationships and teamwork are encouraged between administration,
departments, organizations and suppliers to further our operative goals.
n Leverage human resources, non-profit knowledge, developing skill sets, and technology in an effort to
continuously improve service and productivity for our affiliates. Create an infrastructure balancing strategic and
tactical efforts that promote efficiencies.
n Mitigate risk to our affiliates by focusing on compliance requirements and understanding the impact these
requirements have on productivity and customer service. Develop an integrated organizational structure
promoting the consistent interpretation and enforcement of policies, procedures, local, state and federal laws
and regulations throughout our affiliate base.
The Shared Service’s team is dedicated to operational and customer service excellence in supporting both localized
and affiliated church plants.
The Shared Service’s team shall provide policy-compliant management of Accounting and Human Resources, as
well as providing Corporate Compliance services.
Affiliated churches opting into the Shared Services’ Service Agreement will be provided with a comprehensive
package represented by the service expectation and working assumptions listed below.
TYPE PROCESS SERVICE EXPECTATION
Applicant Tracking /
Provide assistance with the recruitment. Providing
guidance in screening, interviewing and applicant tracking
Administering staff background checks covering a range of
areas that are designed to ensure that candidates who
receive employment offers represent themselves
accurately in the application and interview process
Gather essential new hire paperwork, inform individuals
about benefit options and communicate other various
organizational information within first full week of
Ensure workplace standards are in place, and employee
concerns and requests are addressed
Retain and destroy personnel records in accordance with
the Shared Service’s policy on records retention as well as
federal and state laws governing records retention; provide
employment verifications upon request
Guidance in planning, monitoring, and appraisal of
employee work-results by training managers in order to
coach employees; hearing and resolving employee
relations incidents; provide process for annual performance
Minimize risk by properly managing the exit of an employee
whether the departure is the result of resignation, firing or
retirement; conducting and analyzing exit interviews
Train and aid employees in payroll vendor’s time and labor
management process for clocking in / out, reviewing
schedules and hours, submitting time-off requests and
viewing vacation, sick and personal time balances; audit
timekeeping records for compliance with established
Payroll Processing Process monthly payroll and maintain records
Payroll Tax Filing
Provide tax reporting tax reports for local, state, and federal
regulations and filing local, state, and federal payroll tax
returns; maintain related records
Health, Vision and Dental
Assist and respond to employee inquiries regarding benefit
questions, issues and/or changes; coordinate with
insurance carriers all changes to employee eligibility,
including open enrollment; manage government mandated
Other Group Coverage
Maintain and manage various additional group coverages
benefits (i.e. group term life, accidental death and
dismemberment plans, and long-term disability plans
Administer SIMPLE IRA plan by processing salary-deferral
contributions, matching or non-elective contributions, and
managing SIMPLE IRA account.
Administer and track all employee leaves of absence;
provide guidance for regulatory compliance
Ensure compliance with COBRA guidelines by preparing
letters and other related paperwork; collect and record
Federal and State Laws
Provide guidance in the area of legal compliance by
monitoring and implementing applicable human resources
federal and state requirements; maintain professional and
technical knowledge by attending educational workshops
and reviewing professional publications
HR Policy Development
Maintain HR compliant guidelines by preparing, updating,
and recommending human resource policies and
Affordable Care Act
Work with insurance brokers and benefit vendors to ensure
that all compliance regulations are followed, including
annual ACA reporting requirements
Liaise with workers comp carriers; complete annual
posting; claim tracking and administration
Process claims; prepare all employer responses; stay up-
to-date on unemployment laws to ensure proper actions
Assist and provide direct support to the Leadership Teams
to include processing day-to-day vendor and payment
obligations; payment schedule is set up for a biweekly
cycle and reporting is available upon request
Requests received by 3:00 pm will process next business
day. Check requests made on Thursday’s will be
processed the following Monday
Requests for add/changes completed within 72 hours or
less providing W-9 accompanies request.
End of Year 1099
Track and Issue 1099s for independent contractor
Sort, Count and Record
Sort, count and record local affiliate contributions made by
cash, checks and credit cards with the assistance of the
volunteer counting teams; provide summary giving report
within 10 days of contribution
Maintain policy, monitor transactions for in-kind
contributions regarding and issue receipt
acknowledgement when needed.
Maintain records of all qualifying contributions; reports
available to contributors within 48 hours of request
End of Year Giving
Maintain accurate giving records and issue year-end giving
statements in accordance with IRS regulations.
Manage and maintain online giving platforms.
Gateway and Merchant
Manage and maintain secure PCI compliant gateway and
merchant accounts for all payment platforms
Policy Research and
Perform necessary research and develop policies that
adhere to Generally Accepted Accounting Principles
(GAAP) and IRS regulations..
Maintain appropriate records for all documents according
to our documentation policy and IRS regulations.
Annual State and
Federal Tax and License
Ensure we are in good standing with all federal and state
regulators and file appropriate forms as required.
Tax Compliance /
Read, analyze, and interpret tax-related documents for
leadership team; maintain professional and technical
knowledge by attending educational workshops and
reviewing professional publications
Ensure financials are in accordance with GAAP and
research any potential changes that may affect the church.
Process and input credit card activity based on cardholder
Perform monthly bank reconciliation and ensure that all
accounts balance to the statement and balance sheet.
Prepare month-end unaudited financial summary reports
and email to appropriate stakeholders.
Budgeting Process and
Assist in carrying out budget procedures, including
preparation of annual budgets and monthly monitoring of
department expenditures and revenues. Communicate with
leadership teams regarding ongoing performance with
regard to budgeted revenues and expenditures.
Provide impact analysis and guidance for new forecasts
and/or changes to existing forecasts; provide ad-hoc
financial forecasting and planning as upon requests.
Manage corporate purchasing cards, including reporting,
ordering new cards and coding
Bank Relations Maintain good banking relations with our provider.
Event Registration Reconcile and record monthly event registrations.
Bookstore Income Reconcile and record monthly bookstore activity.
Policy Research and
Establish and maintain non-profit guidelines by preparing,
updating, and recommending operational policies and
Personal Property and
Maintain personal property and liability coverage; assist
and respond to organizational or departmental inquiries
regarding policy coverage, issues and/or changes,
including explaining insurance concepts; provide certificate
of insurance coverage upon requests
Review incident reports and provide claim submission
documentation to service providers; follow-up and research
unresolved inquires and outstanding claims
Conduct research on relevant laws, regulations, and legal
articles; read, analyze, and interpret legal documents for
Liaise between various law firms and the leadership team;
draft correspondence and legal documents for lawyers'
Documents & Policies
Collect and archive organizational documents, including
articles of incorporation, bylaws, amended documents,
board minutes, contracts, policies and other various
Annual State and
Federal Corporate Filing
Ensure that we are in good standing with all federal and
state regulators and file appropriate forms as required.
Prescreening for all
Evaluate and determine charitable travel eligibility for all
church sponsored trips; maintain USA Patriot Act/OFAC
compliance by prescreening both foreign nationals and
foreign organization recipients
Review all compensation and benefit plans designed to
support compensation strategy; assist in the administration
of, and review any material changes to the compensation
and benefit plans
Develop and maintain the internal website including church
specific web-pages by uploading and maintaining all
relevant policies and forms
Coordinate and manage
shared service’s projects
Participate in the analysis of organizational and
departmental processes and functional requirements;
participate in workflows, process diagrams and gap
Assess scope and impact of project needs; use
professional concepts and company policies and
procedures to solve a wide range of difficult problems in
innovative, compliant and practical ways.
Provide notary services for authenticating signatures,
administering oaths, verifying signatures and taking
POLICIES AND OTHER FORMS
The following is a list of policies, forms and publications that the Shared Service’s team will develop, manage and
host on the Shared Services internal website. These publications provide accurate and authoritative information
regarding the subject matter covered and are necessary in order to maintain compliance and soundness of risk
management. Any federal and state laws discussed in these documents are subject to frequent revision and
interpretation by amendments or judicial revisions which may significantly affect employer or employee rights and
n Personnel Handbook
n Confidentiality Agreement
n Conflict of Interest Policy
n Intellectual Property Policy
n Code of Conduct
n Technology Use Policy
n Education Working Condition Fringe Benefit
n Confidentiality Agreement
n Whistleblower Policy
n Sexual Molestation of Children and
n Counseling Policy
n Benefits Policy
n CFPB Summary of Rights
n Background Check Form
n Rule of Three Policy
n Gift Acceptance Policy
n Accountable Reimbursement Plan
n Benevolence Policy
n Refund Policy (for Events only)
n Honorarium Policy
n Credit Card Policy
n Reimbursement Policy
n Reimbursement Form
n Fundraising Policy
n Internal Controls Document
n Investment Policy
n Capitalization Policy
n Disaster Relief Policy
n Social Media Policy
n Safety Policy
n Facility Use Policy
n Scheduling Policy
n Missions Policy
n Security Incident Form
n Release of Liability
n Allergy Release Form
n Vehicle Usage Policy
n Board Policy Manual
n Special Events Policy (Internal)
n Special Events Policy (External)
n Deputized Fundraising Agreement
n Workload - Increases in workload, such as back log due to power outages or fiscal year end
closing, may result in temporary reduction of service level delivery.
n Conformance Requirements - Policy changes and both state and federal regulations may alter
procedures and service delivery timeframes.
n Dependencies - Achievement of our service level commitment is dependent upon the affiliate’s
compliance with the policies and procedures of the Shared Services team.
Affiliates will be invoiced in 12 equal installments in accordance to the terms provided in the Service
Agreement for the annual sum total of $________. (Payment terms on page 3 of Service
Services Request. Unless otherwise provided in the proposal, affiliate churches will be invoiced
additional charges for services requested by the affiliate which are outside the scope of the services
on a time and materials basis, at the Shared Service’s team standard hourly rate of $75 per hour.
Such charges shall be in addition to all other amounts payable under the proposal, despite any
maximum budget, contract price or final price identified within the terms of the Service Agreement.
The Shared Service’s team may extend or modify any delivery schedule or deadlines in the proposal
and deliverables as may be required by such requests.
The Shared Service’s team will prioritize performance of the services as may be necessary or as
identified in the Proposal, and will undertake reasonable efforts to perform the Service’s within the
time(s) identified in the Proposal. The Shared Service’s team shall be entitled to request written
clarification of any concern, objection or correction. Affiliates acknowledge and agree that the
Shared Service’s team ability to meet any and all schedules is entirely dependent upon Affiliate’s
prompt performance of its obligations to provide information and written approvals and/or
instructions pursuant to the Proposal and that any delays in affiliate’s performance or changes in the
services or deliverables requested by the affiliate may delay delivery of additional services.
Affiliate churches are responsible for performing the following in a reasonable and timely manner: (a)
coordination of any decision-making with parties other than the Shared Service’s team; (b) provision
of affiliate documentation upon the request of the Shared Service’s team.
The Shared Service’s team recognizes the importance of security and confidentiality and will take
steps necessary to protect information given to or created by the Shared Service’s team that is
private, protected, or controlled.
RELATIONSHIP OF THE PARTIES
Third Party Agencies. The Shared Service’s team shall be permitted to engage and/or use third
party agencies or other service providers as independent contractors in connection with the
No Exclusivity. The Shared Service’s team shall be entitled to offer and provide services to other
affiliated church plants.
Duration. These services will begin on Oct 1, 2016 and shall remain in effect for 1 year expiring on
2017 with the mutual understanding that modifications may be required over time. Any
and all modifications will be made in the spirit of this Proposal and must be reviewed by
representatives of the Shared Service’s Affiliate base. A formal review of these services and
published modifications will occur on an annual basis.
Renewal. The services may be extended or renewed for an additional term only by written
agreement. If the term of the agreement expires without being renewed or extended, both parties
may continue to perform services on a month-to-month basis until terminated by either party with
thirty (30) days prior written notice.
Service Level Maintenance. The terms of the proposal will be reviewed on an ongoing basis and
updated as needed. Revisions may become necessary due to changing service needs, modifications
to existing services, addition of services, significant variations from agreed-upon service levels, or
PERIODIC QUALITY REVIEWS
The Shared Service’s team and representatives of its Affiliate base will conduct periodic reviews of
the Shared Service’s Team’s performance against agreed-upon service level expectations. The
agenda for these reviews should include, but is not limited to:
n service delivery since the last review
n major deviations from service levels
n conflicts or concerns about service delivery
n planned changes to improve service effectiveness
n negotiation of changes to the Agreement
n provide feedback from constituents
n annual customer satisfaction surveys
The Shared Services team will regularly assess customer satisfaction and will use the results as a
basis for changes to the terms of this proposal. In addition, Shared Services will meet annually with
its affiliates for the purposes of reviewing and communicating any changes and/or revisions made to
This Services Agreement (this “Agreement”) is made and entered into by and between A Jesus
Church Family, Inc., an Oregon nonprofit corporation doing business as Westside, A Jesus Church
(the “Westside Church”), and [______________________], an [Oregon/Washington nonprofit
corporation], doing business as [___________________] (the “Church Affiliate”) (each also
referred to herein as a “Party” or collectively as the “Parties”).
WHEREAS, the Westside Church is qualified for exemption from federal income taxation as an
organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the
“Code”), and is classified as a non-private foundation, i.e., a “public charity” on the basis of being a
church within the meaning of Code Section 170(b)(1)(A)(i);
WHEREAS, the Westside Church furthers its exempt purposes by operating a church in West
Portland, and also by growing the Jesus Church family by cultivating the formation and development
of affiliated church plants in the surrounding region;
WHEREAS, the Church Affiliate is affiliated with the Jesus Church family and is also an organization
qualified for exemption from federal income taxation as an organization described in Code Section
501(c)(3) and further classified as a public charity on the basis of being a church within the meaning
of Code Section 170(b)(1)(A)(i);
WHEREAS, the Church Affiliate furthers its exempt purposes by operating a church in [location];
WHEREAS, the Westside Church has determined that it will further the exempt purposes of the
Jesus Church family, including the Church Affiliate, and will further the Westside Church’s exempt
purposes, to enable affiliates to receive certain business support services from the Westside Church;
WHEREAS, the Westside Church’s purpose in providing such services is not the production of
income, but rather to assist the affiliates in carrying out their exempt purposes;
WHEREAS, the Church Affiliate wishes to obtain such services from the Westside Church;
WHEREAS, the Parties wish to reduce their understanding to writing;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties hereby
agree as follows:
a. Services Provided. The Westside Church will provide the Church Affiliate with the
business support services detailed on the attached Exhibit A, as the same may be amended from
time to time with changes, additions or deletions (collectively, the “Services”). If any services not
specifically described in Exhibit A are an inherent part of the Services and required for the proper
performance of the Services, they will be deemed to be implied by and included within the scope of
b. Modifications to Services. The Westside Church may modify, add or terminate a
specific Service to be provided under this Agreement by providing thirty (30) days written notice to
the Church Affiliate; provided, however, that the modifications to the Services provided under this
Section cannot be used as a means to cancel this Agreement in its entirety, i.e., to cancel all
Services to be provided. Exhibit A shall be updated to reflect any and all such modifications.
c. Personnel. The Westside Church has the right, without seeking the prior consent of
the Church Affiliate, to determine the employees or independent contractors it will use in performing
the Services. Such employees or independent contractors shall be not be employees or
independent contractors of the Church Affiliate and the Westside Church assumes all legal and
contractual rights and responsibilities with respect to such employees or independent contractors.
d. Work Quality. The Westside Church may choose what methods, tools, and
technologies it uses to deliver the Services; provided, however, that the Westside Church must
perform the Services in a professional manner in accordance with the standards of care, skill, and
diligence that are used in the conduct of its own affairs. The Services will be provided on a
reasonable, regular, and timely basis in accordance with best practices applicable to the operation of
a Section 501(c)(3) public charity.
e. Identification. In the course of providing the Services, the employees or other
agents of the Westside Church will act in the name of the Westside Church and not in the name of
the Church Affiliate, unless the Westside Church is conferring with a third party on behalf of the
Church Affiliate, in which case such correspondence will be sent on stationary or letterhead, or use
the internet address, of the Church Affiliate.
f. Information and Authorization. The Church Affiliate will provide the Westside
Church with all information regarding the Church Affiliate as may be reasonably requested by the
Westside Church and necessary for the Westside Church’s performance of the Services. The
Church Affiliate will also provide the Westside Church with any authorization necessary to provide
g. Limitations. Apart from the Westside Church provision of the Services, the Church
Affiliate shall retain responsibility for all other aspects of the Church Affiliate’s operations. To the
extent the Church Affiliate requires goods or services from the Westside Church in addition to the
Services, such additional goods or services shall be preapproved by the Church Affiliate and
provided by the Westside Church at a flat hourly rate of $75.
2. Reimbursement and Payment.
a. Reimbursement. The Westside Church agrees to provide the Services at cost to
the Church Affiliate. For these purposes, at cost means: (i) all direct costs incurred by the Westside
Church in providing the Services to the Church Affiliate (the “Direct Costs”); and (ii) the Church
Affiliate’s “Proportionate Share” of all shared costs incurred by the Westside Church in providing
the Services to the Church Affiliate and other affiliate of the Jesus Church family (the “Shared
The Direct Costs shall include the implementation costs associated with setting up the
Church Affiliate accounts, charges for additional users necessary to manage select vendor accounts
and for costs associated with per company/employee fees.
The Church Affiliate’s Proportionate Share of the Shared Costs shall be determined by a
percentage produced by taking into consideration the size, giving and demographics of the Church
Affiliate. Including, but not limited to the following: staffing costs, professional development costs,
office expenses, software and hardware costs, and various professional fees.
The sum of the Direct Costs and the Church Affiliate’s Proportionate Share of the Shared
Costs is referred to herein as the “Reimbursable Costs.”
b. Payment. Prior to the provision of any Services under this Agreement, the Westside
Church shall provide the Church Affiliate with an estimate of the monthly Reimbursable Costs the
Westside Church will incur in providing services to the Church Affiliate and such amount will be due
and payable from the Church Affiliate to the Westside Church on or before the 15th
of each month
(the “Monthly Reimbursement Amount”). Upon sixty (60) days’ notice, the Westside Church may
prospectively adjust the Monthly Reimbursement Amount to reflect adjustments to the Reimbursable
Costs incurred in providing the Services. Neither Party shall be entitled to recover any differences
between the Reimbursable Costs and the Monthly Reimbursement Amounts.
3. Term and Termination.
a. Term. Unless terminated earlier in accordance with this Agreement, the term of this
Agreement shall be for one (1) year, commencing on [_______________] (the “Effective Date”).
The Agreement will automatically renew for additional one (1) year terms, unless either Party
provides written notice of termination to the other Party thirty (30) days prior to the next renewal
b. Mutual Termination. The Parties may mutually agree to terminate this Agreement
at any time; provided, however, that any such mutual termination must be evidenced by a writing
signed by both Parties.
c. Termination to Preserve Tax-Exempt Status. Either Party may terminate this
Agreement at any time in the event that the terminating Party makes a good faith determination that
this Agreement jeopardizes its tax-exempt status.
d. Termination for Cause. In the event that either Party is in breach or default with
respect to any of its material obligations under this Agreement or otherwise violates this Agreement,
the other Party shall have the right to terminate this Agreement; provided, however, that, if the
breach, default, or violation is capable of cure, prior to any termination of this Agreement pursuant to
this Section, the Party desiring to terminate the Agreement must notify the other Party in writing of
the breach, default, or violation and allow the breaching Party sixty (60) days from such notice to
e. Effect of Termination. Unless the Parties otherwise agree in writing, upon
expiration or termination of this Agreement:
i. The Westside Church’s obligation to provide the Services shall immediately
ii. The Church Affiliate shall be responsible for all Reimbursable Costs incurred
by the Westside Church through the date of termination, and which shall be subject to the Westside
Church’s usual yearend reconciliation process outlined in Section 2.b above;
iii. At the Church Affiliate’s request, the Westside Church shall cease using and
return to the Church Affiliate within thirty (30) days, at the Church Affiliate’s cost, any or all of the
Church Affiliate’s property provided by the Church Affiliate under the terms of this Agreement; and
iv. At the Westside Church’s request, the Church Affiliate shall cease using and
return to the Westside Church within thirty (30) days, at the Westside Church’s cost, any or all of the
Westside Church’s property provided by the Westside Church under the terms of this Agreement.
f. Survival. All provisions that by their nature are intended to survive termination shall
survive termination of this Agreement.
4. Intellectual Property.
Except as otherwise provided under this Agreement, each Party retains all rights, title and interest
including rights of patent, trademark, trade secrets, and copyright in all of its property, including but
not limited to proprietary products, services and information and each Party represents and warrants
that it will not use any such property of the other Party, except as permitted under this Agreement.
5. Confidential Information.
Each Party hereby agrees as follows with respect to any Confidential Information of the other Party
that it receives in the course of performing its obligation under this Agreement.
a. Limitations on Use. Each Party agrees not to, prior, during, or subsequent to this
Agreement, directly or indirectly: (i) to use any of the disclosing Party’s Confidential Information for
the benefit of anyone other than the disclosing Party, or other than for a Party to perform an
obligation under this Agreement; or (ii) to disclose any of the disclosing Party’s Confidential
Information to anyone other than an employee or consultant of the receiving Party who is obligated
to protect the confidentiality thereof and requires such information to perform hereunder.
(Consultants include attorneys, accountants, and other persons who render professional services to
b. Notice of Required Disclosures. In the event that either Party is required by any
governmental entity or legal process to disclose information that is subject to this Section, the party
that is subject to the duty of disclosure may disclose such information to the extent required,
provided that the disclosing Party must provide the other Party with reasonable notice (given the
constraints placed upon the party under the duty to disclose) to enable that Party to take actions
necessary to attempt to prevent such disclosure.
c. Effect of Breach. In the event of any breach by either Party of this Section, the Parties
agree that the non-breaching Party shall suffer irreparable harm for which there is no adequate
remedy at law and shall be entitled to immediate injunctive relief without the necessity of posting a
bond, in addition to any other remedies available under this Agreement, at law or in equity.
d. Definition. “Confidential Information” shall mean the information that a Party has
designated in writing as confidential, and any other information which the receiving Party should
reasonably know is to be kept confidential. Confidential Information does not include information
which: (i) is known to the receiving Party to be without restriction as to use or disclosure at the time
of disclosure by the disclosing Party; (ii) has become publicly known through no wrongful act of the
receiving Party; (iii) has been rightfully received by the receiving Party without restriction as to use or
disclosure from a third party who is authorized to make such disclosure; or (iv) has been
independently developed by the receiving Party other than pursuant to this Agreement and without
use or reference to the Confidential Information of the other Party.
6. Mutual Obligations of the Parties
a. Books, Records, and Right of Inspection. Each Party shall be responsible for
maintaining appropriate books and records with respect to its operations and representatives of each
Party shall, at reasonable places and times, have the right to review such books and records of the
other Party as are reasonably necessary to determine the other Party’s compliance with this
b. Costs of Operations. Except as otherwise provided under this Agreement, each
Party shall pay all costs of conducting its operations.
7. Representations and Warranties.
a. Each Party represents and warrants that it has all rights, power, and authority
necessary to enter into this Agreement and perform its obligations hereunder.
b. Each Party represents and warrants that its performance under this Agreement shall
not violate any agreement between it and any third party or any obligation of such Party to any third
c. Each Party represents and warrants that the individual executing this Agreement on
behalf of such Party is duly authorized to execute this Agreement on behalf of such Party and that,
upon execution and delivery, this Agreement will be a valid and binding obligation of such Party.
Each Party hereby agrees to indemnify and hold the other Party and its officers, directors, and
agents harmless from all claims, demands, damages, liabilities, assessments, losses, costs, and
other expenses (including reasonable attorney’s fees, including fees from appeals, and other legal
costs, such as expert witnesses fees) arising out of or resulting from any claim, demand, suit, action
or any other proceeding by a third party that arises out of or relates to: (i) such Party’s actual or
alleged breach of this Agreement; (ii) any actual or alleged grossly negligent act or omission, willful
misconduct, or strict liability of such Party; or (iii) any actual or alleged personal or bodily injury or
damage to property caused by the Party.
9. Limitation of Liability.
EXCEPT FOR DAMAGES OR LIABILITIES ARISING UNDER A PARTY’S INDEMNIFICATION
OBLIGATIONS PURSUANT TO THIS AGREEMENT, OR TO THE EXTENT ARISING OUT OF
EITHER PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY WILL
BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE) TO THE OTHER PARTY OR ANY OTHER PERSON FOR DAMAGES FOR ANY
INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO
THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
For the entire duration of this Agreement, the Church Affiliate must maintain general liability,
directors & officers, and employment practices liability insurance of at least one million dollars ($1
million) per incident and two million dollars ($2 million) in the aggregate with defense outside the
limits of coverage, subject to the approval of the Westside Church. The Westside Church shall be
listed as an additional named insured as it relates to any liability arising out of the performance of the
Services. If the Church Affiliate purchases a claims-made policy, then it must maintain said policy,
with the Westside Church listed as an additional named insured, for at least two (2) years after the
termination of this Agreement, or purchase a tail policy extending at least two (2) years after the
termination of this Agreement. The Church Affiliate must provide evidence of the coverage
described herein annually in a form acceptable to the Westside Church. Any change to the
requirements of this provision must be provided in writing in advance of the effective date of any
insurance policy impacted by the change.
All notices and requests in connection with this Agreement shall be given in writing by personal
delivery, registered or certified mail with return receipt requested, facsimile, electronic mail, or other
customary means of written communication addressed as follows:
A Jesus Church Family, Inc.
10500 SW Nimbus Ave., Bld. T
Portland, Oregon 97223
or to such other address as the Party to receive the notice or request shall designate by notice to the
other. The effective date of any notice or request by registered or certified mail shall be five (5) days
from the date on which it is sent. Notice by facsimile, electronic mail, or personal delivery shall be
effective upon receipt.
12. Relationship of the Parties.
The relationship of the Westside Church to the Church Affiliate under this Agreement is that of an
independent contractor, and this Agreement will not be construed to create any joint venture,
partnership, or agency relationship of any kind between the Parties.
13. Entire Agreement.
This Agreement, including all Exhibits, constitutes the entire agreement between the Parties with
respect to the subject matter hereof and merges all prior and contemporaneous communications. It
shall not be modified, by course of performance or otherwise, except by a written agreement dated
subsequent to the date of this Agreement and signed on behalf of the Parties by their respective duly
This Agreement may not be assigned, including assignments by operation of law, by either Party
without the other Party’s prior written approval. Except as otherwise provided, this Agreement shall
be binding upon, will inure to the benefit to, and will be enforceable by the Parties and their
respective successors and permitted assigns.
15. Third Party Beneficiary.
This Agreement is intended solely for the benefit of the Parties hereto and their respective successors
and permitted assigns and no other Party shall have any rights under this Agreement. Nothing in this
Agreement shall be construed to create any duty to, or standard of care with reference to, or liability
of a party to any person or entity other than a Party.
16. Choice of Law and Venue.
This Agreement shall be construed in accordance with the laws of the State of Oregon, and, except
as otherwise provided for in Section 17, the Parties consent to exclusive jurisdiction and exclusive
venue in the state and federal courts in Portland, Multnomah County, Oregon for any action or
proceeding arising out of this Agreement, and waive all objections to jurisdiction and venue of such
17. Dispute Resolution.
The Parties desire to attempt to resolve disputes arising out of this Agreement without litigation.
Accordingly, except for action seeking a temporary restraining order or a preliminary injunction to
preserve the status quo pending arbitration, or suit to compel compliance with this dispute resolution
process, the Parties agree to follow the dispute resolution procedures set forth in this Section with
respect to any controversy or claim arising out of or relating to this Agreement.
a. Meeting. As a condition precedent to any action under Section 17(b) or any action
seeking a temporary restraining order or preliminary injunction, at the written request of either Party,
each Party will appoint representatives to meet and negotiate in good faith to resolve any dispute
arising under this Agreement. The Parties intend that these negotiations be conducted by business
representatives, which may include officers, of both Parties. The location, format, frequency,
duration and conclusion of these discussions shall be left to the discretion of the representatives.
Discussion and correspondence among the representatives for the purposes of these negotiations
shall be treated as confidential information developed for the purposes of settlement, exempt from
discovery and production, which shall not be admissible in any subsequent litigation regarding the
given dispute. Documents identified in or provided with such communications, which are not
prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be
admitted in evidence in any such litigation.
b. Mediation and Binding Arbitration. If the negotiations described above do not
resolve the dispute within thirty (30) days of the initial written request, the Parties agree to work in
good faith to settle the dispute by mediation in accordance with the Rules of Procedure for Christian
Conciliation of the Institute for Christian Conciliation, a division of Peacemaker® Ministries (the
complete text of the Rules is available at http://peacemaker.net/rules-of-procedure/). Any mediation
or arbitration shall take place exclusively in Multnomah County, Oregon, unless another location is
mutually agreed upon by the Parties. Each Party shall bear its own costs and one-half of the costs
of any mediation. If the mediation conducted pursuant to the above is unsuccessful, then the Parties
shall submit their dispute to legally binding arbitration. Such arbitration shall be in accordance with
the Rules of Procedure for Christian Conciliation of the Institute for Christian Conciliation, a division
of Peacemaker® Ministries. Judgment upon an arbitration decision may be entered in any court
otherwise having jurisdiction.
18. Attorney’s Fees.
In any court action at law or equity, or any arbitration, which is brought by one of the Parties to
enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to costs,
including expert witness fees and reasonable attorney's fees, including attorney’s fees incurred with
respect to any appeal, in addition to any other relief to which that Party may be entitled.
If any provision of this Agreement is determined by any court or governmental authority to be
unenforceable, the Parties intend that this Agreement be enforced as if the unenforceable provisions
were not present and that any partially valid and enforceable provisions be enforced to the greatest
extent possible. This Agreement has been negotiated by the Parties and their respective counsel
and shall be interpreted fairly in accordance with its terms and without any strict construction in favor
of or against either Party.
20. Force Majeure.
Neither Party shall be liable or responsible for delays or failures in performance resulting from events
beyond its reasonable control. Such events shall include but not be limited to acts of God, strikes,
lockouts, riots, acts of war, epidemics, acts of government, fire, power failures, nuclear accidents,
earthquakes, unusually severe weather, or other disasters, whether or not similar to the foregoing.
No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior,
concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be
effective unless made in writing and signed by an authorized representative of the waiving Party.
The following Exhibits are attached to and form an integral part of this Agreement:
Exhibit A: Description of the Services
23. Execution in Counterparts.
This Agreement may be executed in counterparts, each of which when so executed and delivered
shall be deemed an original, and such counterparts together shall constitute one instrument.
IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to
execute this Agreement.
A JESUS CHURCH FAMILY, INC.
dba Westside, a Jesus Church