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AJCF Service Proposal


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AJCF Service Proposal

  2. 2. 2 SHARED SERVICE TEAM SERVICE PROPOSAL 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.
  3. 3. 3 SHARED SERVICE TEAM SERVICE PROPOSAL PURPOSE 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. VISION 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. MISSION The Shared Service’s team is dedicated to operational and customer service excellence in supporting both localized and affiliated church plants. SCOPE The Shared Service’s team shall provide policy-compliant management of Accounting and Human Resources, as well as providing Corporate Compliance services.
  4. 4. 4 SERVICE EXPECTATIONS 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 HRSERVICES EmployeeLife-cycleAdministration Applicant Tracking / Recruitment Support Provide assistance with the recruitment. Providing guidance in screening, interviewing and applicant tracking processes Background Checks 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 On-boarding Gather essential new hire paperwork, inform individuals about benefit options and communicate other various organizational information within first full week of employment Employee Relations Ensure workplace standards are in place, and employee concerns and requests are addressed Employee Record Keeping 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 Performance Evaluations 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 evaluation Off-boarding 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 Payroll Time Tracking 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 standards
  5. 5. 5 HRSERVICES Payroll 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 BenefitAdministration Health, Vision and Dental Insurance Administration 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 benefits filings Other Group Coverage Administration Maintain and manage various additional group coverages benefits (i.e. group term life, accidental death and dismemberment plans, and long-term disability plans SIMPLE IRA Administration Administer SIMPLE IRA plan by processing salary-deferral contributions, matching or non-elective contributions, and managing SIMPLE IRA account. Leave Management Administer and track all employee leaves of absence; provide guidance for regulatory compliance COBRA Ensure compliance with COBRA guidelines by preparing letters and other related paperwork; collect and record COBRA elections ComplianceServices 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 and Maintenance Maintain HR compliant guidelines by preparing, updating, and recommending human resource policies and procedures. Affordable Care Act (ACA) Compliance Evaluation Work with insurance brokers and benefit vendors to ensure that all compliance regulations are followed, including annual ACA reporting requirements
  6. 6. 6 HRSERVICES Reporting Workers Compensation Reporting Liaise with workers comp carriers; complete annual posting; claim tracking and administration Unemployment Claims Process claims; prepare all employer responses; stay up- to-date on unemployment laws to ensure proper actions are taken ACCOUNTINGSERVICES AccountsPayable Payment processing 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 Emergency check requests Requests received by 3:00 pm will process next business day. Check requests made on Thursday’s will be processed the following Monday Vendor records Requests for add/changes completed within 72 hours or less providing W-9 accompanies request. End of Year 1099 Distribution Track and Issue 1099s for independent contractor payments. Contributions Sort, Count and Record Contributions 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 Non-Cash Contribution Administration Maintain policy, monitor transactions for in-kind contributions regarding and issue receipt acknowledgement when needed. Donor Management Maintain records of all qualifying contributions; reports available to contributors within 48 hours of request End of Year Giving Statements Maintain accurate giving records and issue year-end giving statements in accordance with IRS regulations.
  7. 7. 7 ACCOUNTINGSERVICES Contributions Online Giving Administration Manage and maintain online giving platforms. Gateway and Merchant Accounts Manage and maintain secure PCI compliant gateway and merchant accounts for all payment platforms ComplianceServices Policy Research and Development Perform necessary research and develop policies that adhere to Generally Accepted Accounting Principles (GAAP) and IRS regulations.. Record Management Maintain appropriate records for all documents according to our documentation policy and IRS regulations. Annual State and Federal Tax and License Filing Ensure we are in good standing with all federal and state regulators and file appropriate forms as required. Tax Compliance / Research Read, analyze, and interpret tax-related documents for leadership team; maintain professional and technical knowledge by attending educational workshops and reviewing professional publications Maintain GAAP Compliance Ensure financials are in accordance with GAAP and research any potential changes that may affect the church. Month-EndProcedures Credit Card Reconciliation Process and input credit card activity based on cardholder coding. Bank Reconciliation Perform monthly bank reconciliation and ensure that all accounts balance to the statement and balance sheet. Month-End Reports Prepare month-end unaudited financial summary reports and email to appropriate stakeholders.
  8. 8. 8 ACCOUNTINGSERVICES General Budgeting Process and Analysis 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. Forecasting and Strategic Planning Provide impact analysis and guidance for new forecasts and/or changes to existing forecasts; provide ad-hoc financial forecasting and planning as upon requests. Corporate Cards Manage corporate purchasing cards, including reporting, ordering new cards and coding Bank Relations Maintain good banking relations with our provider. Accounts Receivable Event Registration Reconcile and record monthly event registrations. Bookstore Income Reconcile and record monthly bookstore activity. ADMINISTRATIONANDLEGAL SUPPORTSERVICES RiskManagement Policy Research and Development Establish and maintain non-profit guidelines by preparing, updating, and recommending operational policies and procedures. Personal Property and Liability Insurance Administration 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 Claim Support Review incident reports and provide claim submission documentation to service providers; follow-up and research unresolved inquires and outstanding claims Legal Legal Research Assistance Conduct research on relevant laws, regulations, and legal articles; read, analyze, and interpret legal documents for leadership team
  9. 9. 9 ADMINISTRATIONANDLEGALSUPPORTSERVICES Legal Legal Liaison Liaise between various law firms and the leadership team; draft correspondence and legal documents for lawyers' review Organizational Documents & Policies Collect and archive organizational documents, including articles of incorporation, bylaws, amended documents, board minutes, contracts, policies and other various documentation 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 Foreign Activities 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 Administrative Compensation Research Analysis 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 Internal Website 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 analysis. Troubleshooting and supporting special products 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. Notary Services Provide notary services for authenticating signatures, administering oaths, verifying signatures and taking affidavits.
  10. 10. 10 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 obligations. Staffing 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 Harassment Policy n Counseling Policy n Benefits Policy n CFPB Summary of Rights n Background Check Form n Rule of Three Policy Finance 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 General 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
  11. 11. 11 SERVICE CONSTRAINTS 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. PRICING 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 Agreement) ADDITIONAL SERVICES 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. AFFILIATES RESPONSIBILITIES 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. CONFIDENTIAL INFORMATION 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 Services. No Exclusivity. The Shared Service’s team shall be entitled to offer and provide services to other affiliated church plants.
  12. 12. 12 TERMS Duration. These services will begin on Oct 1, 2016 and shall remain in effect for 1 year expiring on Sept 30th, 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 unanticipated events. 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 the proposal.
  13. 13. 13 SERVICE AGREEMENT 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”). RECITALS 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; AGREEMENT NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties hereby agree as follows: 1. Services. 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 the Services. 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
  14. 14. 14 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 the Services. 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 Costs”). 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
  15. 15. 15 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 date. 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 cure. 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 terminate; 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;
  16. 16. 16 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 either Party.) 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
  17. 17. 17 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 Agreement. 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 party. 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. 8. Indemnification. 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 SUCH DAMAGES. 10. Insurance. 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
  18. 18. 18 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. 11. Notices. 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. Attn: [_________________] 10500 SW Nimbus Ave., Bld. T Portland, Oregon 97223 Email: [_____________] [________________] Attn: [____________] [_________________] [_________________] Email: [___________] 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 authorized representatives. 14. Assignment. 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
  19. 19. 19 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 courts. 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 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. 19. Severability. 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
  20. 20. 20 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. 21. Waiver. 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. 22. Exhibits. 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. “Westside Church” A JESUS CHURCH FAMILY, INC. dba Westside, a Jesus Church Name: Title: “Church Affiliate” [NAME] Name: Title: