HomeMy WebLinkAboutContractAGREEMENT FOR ALTERNATE RESPONSE SERVICES
THIS AGREEMENT, dated for reference purposes only as July 31, 2025, is by and between
the City of Renton (the “City”), a Washington municipal corporation, and Project Be Free,
NPC (“Consultant”), a nonprofit Washington Corporation, principally located at 306 Wells
Ave S, Unit D, Renton WA 98057. The City and the Consultant are referred to collectively in
this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is
effective as of the last date signed by both parties.
1. Scope of Work: Consultant agrees to provide co-response services for domestic
violence and/or mental health calls for service as specified in Exhibit A, which is
attached and incorporated hereinand may hereinafter be referred to as the “Work.”
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such
changes to the Work shall be ordered by the City in writing and the Compensation
shall be equitably adjusted consistent with the rates set forth in Exhibit A or as
otherwise mutually agreed by the Parties.
3. Time of Performance: Consultant shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed by no
later than December 31, 2026.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $277,500.00, plus any applicable state and local
sales taxes. Compensation shall be paid based upon Work actually performed
according to the rate(s) or amounts specified in Exhibit A. The Consultant agrees
that any hourly or flat rate charged by it for its Work shall remain locked at the
negotiated rate(s) unless otherwise agreed to in writing or provided in Exhibit A.
Exceptas specifically provided herein, the Consultant shall be solely responsible
for payment of any taxes imposed as a result of the performance and payment of
this Agreement.
B. Method of Payment. On a monthly or no less than quarterly basis during any
quarter in which Work is performed, the Consultant shall submit a voucher or
invoice in a form specified by the City, including a description of what Work has
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been performed, the name of the personnel performing such Work, and any
hourly labor charge rate for such personnel. The Consultant shall also submit a
final bill upon completion of all Work. Payment shall be made by the City for Work
performed within thirty (30) calendar days after receipt and approval by the
appropriate City representative of the voucher or invoice. If the Consultant’s
performance does not meet the requirements of this Agreement, the Consultant
will correct or modify its performance to comply with the Agreement. The City may
withhold payment for work that does not meet the requirements of this
Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver
by the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated
for payment under this Agreement for any future fiscal period, the City shall not
be obligated to make payments for Workor amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of
all remaining Work for which funds are allocated. No penalty or expense shall
accrue to the City in the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10) calendar days’ notice to the Consultant in writing. In the
event of such termination or suspension, all finished or unfinished documents,
data, studies, worksheets, models and reports, or other material prepared by the
Consultant pursuant to this Agreement shall be submitted to the City, if any are
required as part of the Work.
B. In the event this Agreement is terminated by the City, the Consultant shall be
entitled to payment for all hours worked to the effective date of termination, less
all payments previously made. If the Agreement is terminated by the City after
partial performance of Work for which the agreed compensation isa fixed fee, the
City shall pay the Consultant an equitable share of the fixed fee. This provision
shall not prevent the City from seeking any legal remedies it may have for the
violation or nonperformance of any of the provisions of this Agreement and such
charges due to the City shall be deducted from the final payment due the
Consultant. No payment shall be made by the City for any expenses incurred or
work done following the effective date of termination unless authorized in
advance in writing by the City.
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6. Warranties And Right To Use Work Product: Consultant represents and warrants
that Consultant will perform all Work identified in this Agreement in a professional
and workmanlike manner and in accordance with all reasonable and professional
standards and laws. Compliance with professional standards includes, as
applicable, performing the Work in compliance with applicable City standards or
guidelines (e.g. design criteria and Standard Plans for Road, Bridge and Municipal
Construction). Professional engineers shall certify engineering plans, specifications,
plats, and reports, as applicable, pursuant to RCW 18.43.070. Consultant further
represents and warrants that all final work product created for and delivered to the
City pursuant to this Agreement shall be the original work of the Consultant and free
from any intellectual property encumbrance which would restrict the City from using
the work product. Consultant grants to the City a non-exclusive, perpetual right and
license to use, reproduce, distribute, adapt, modify, and display all final work
product produced pursuant to this Agreement. The City’s or other’s adaptation,
modification or use of the final work products other than for the purposes of this
Agreement shall be without liability to the Consultant. The provisions of this section
shall survive the expiration or termination of this Agreement.
7. Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement and retain such records for as long as may be
required by applicable Washington State records retention laws, but in any event no
less than six years after the termination of this Agreement. The Consultant agrees to
provide access toand copies of any records related to this Agreement as required by
the City to audit expenditures and charges and/or to comply with the Washington
State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall
survive the expiration or termination of this Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to
comply with the Washington State Public Records Act, Consultant shall make a due
diligent search of all records in its possession or control relating to this Agreement
and the Work, including, but not limited to, e-mail, correspondence, notes, saved
telephone messages, recordings, photos, or drawings and provide them to the City
for production. In the event Consultant believes said records need to be protected
from disclosure, it may, at Consultant’s own expense, seek judicial protection.
Consultant shall indemnify, defend, and hold harmless the City for all costs,
including attorneys’ fees, attendant to any claim or litigation related to a Public
Records Act request for which Consultant has responsive records and for which
Consultant has withheld records or information contained therein, or not provided
them to the City in a timely manner.Consultant shall produce for distribution any and
all records responsive to the Public Records Act request in a timely manner, unless
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those records are protected by court order. The provisions of this section shall
survive the expiration or termination of this Agreement.
9. Independent ContractorRelationship:
A. The Consultant is retained by the City only for the purposes and to the extent set
forth in this Agreement. The nature of the relationship between the Consultant
and the City during the period of the Work shall be that of an independent
contractor, not employee. The Consultant, not the City, shall have the power to
control and direct the details, manner or means of Work. Specifically, but not by
means of limitation, the Consultant shall have no obligation to work any
particular hours or particular schedule, unless otherwise indicated in the Scope
of Work or where scheduling of attendance or performance is mutually arranged
due to the nature of the Work. Consultant shall retain the right to designate the
means of performing the Work covered by this agreement, and the Consultant
shall be entitled to employ other workers at such compensation and such other
conditions as it may deem proper, provided, however, that any contract so made
by the Consultant is to be paid by it alone, and that employing such workers, it is
acting individually and not as an agent for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to
Consultant or any employee of the Consultant.
C. If Consultant is a sole proprietorship or if this Agreement is with an individual,
Consultant agrees to notify the City and complete any required form if Consultant
retired under a State of Washington retirement system and agrees to indemnify
any losses the City may sustain through the Consultant’s failure to do so.
10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold
harmless the City, elected officials, employees, officers, representatives, and
volunteers from any and all claims, demands, actions, suits, causes of action,
arbitrations, mediations, proceedings, judgments, awards, injuries, damages,
liabilities, taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’
fees, costs, and/or litigation expenses to or by any and all persons or entities, arising
from, resulting from, or related to the negligent acts, errors or omissions of the
Consultant in its performance of this Agreement or a breach of this Agreement by
Consultant, except for that portion of the claims caused by the City’s sole
negligence.
Should a court of competent jurisdiction determine that this agreement is subject to
RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence
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relative to construction, alteration, improvement, etc., of structure or improvement
attached to real estate…) then, in the event of liability for damages arising out of
bodily injury to persons or damages to property caused by or resulting from the
concurrent negligence of the Consultant and the City, its officers, officials,
employees and volunteers, Consultant’s liability shall be only to the extent of
Consultant’s negligence.
It is further specifically and expressly understood that the indemnification provided
in this Agreement constitute Consultant’s waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The
Parties have mutually negotiated and agreed to this waiver. The provisions of this
section shall survive the expiration or termination of this Agreement.
11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure
compliance with the City’s Code of Ethics and state law, the Consultant shall not
give a gift of any kind to City employees or officials. Consultant also confirms that
Consultant does not have a business interest or a close family relationship with any
City officer or employee who was, is, or will be involved in selecting the Consultant,
negotiating or administering this Agreement, or evaluating the Consultant’s
performance of the Work.
12. City of Renton Business License: Unless exempted by the Renton Municipal Code,
Consultant shall obtain a City of Renton Business License prior to performing any
Workand maintain the business license in good standing throughout the term of this
agreement with the City.
Information regarding acquiring a city business license can be found at:
https://www.rentonwa.gov/Tax
Information regarding State business licensing requirements can be found at:
https://dor.wa.gov/doing-business/register-my-business
13. Insurance: Consultant shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000
for each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors
and Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean
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any Workprovided by a licensed professional or Workthat requires a professional
standard of care.
C. Workers’ compensation coverage, as required by the Industrial Insurance laws of
the State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased,
hired or non-owned, with minimum limits of $1,000,000 per occurrence
combined single limit, if there will be any use of Consultant’s vehicles on the
City’s Premises by or on behalf of the City, beyond normal commutes.
E. Consultant shall name the City as an Additional Insured on its commercial
general liability policy on a non-contributory primary basis. The City’s insurance
policies shall not be a source for payment of any Consultant liability, nor shall the
maintenance of any insurance required by this Agreement be construed to limit
the liability of Consultant to the coverage provided by such insurance or
otherwise limit the City’s recourse to any remedy available at law or in equity.
F. Subject to the City’s review and acceptance, a certificate of insurance showing
the proper endorsements shall be delivered to the City before performing the
Work.
G. Consultant shall provide the City with written notice of any policy cancellation,
within two (2) business days of their receipt of such notice.
14. Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant’s reasonable control. When such delays beyond the Consultant’s
reasonable control occur, the City agrees the Consultant is not responsible for
damages, nor shall the Consultant be deemed to be in default of the Agreement.
15. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer
or encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
16. Notices: Any notice required under this Agreement will be in writing, addressed to
the appropriate party at the address which appears below (as modified in writing
from time to time by such party), and given personally, by registered or certified mail,
return receipt requested, or by nationally recognized overnight courier service. Time
period for notices shall be deemed to have commenced upon the date of receipt.
Email and telephone may be used for purposes of administering the Agreement, but
should not be used to give any formal notice required by the Agreement.
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CITY OF RENTON
Jeff Hardin, Renton Police Deputy Chief
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-7686
jhardin@rentonwa.gov
CONSULTANT
Katya Wojcik, Executive Director
306 Wells Ave S
Renton, WA 98057
Phone: (͓͔͑)͖͔͖ϱ͕͓͓͖
Katya.wojcik@project-be-free.com
17. Discrimination Prohibited: Except to the extent permitted by a bona fide
occupational qualification, the Consultant agrees as follows:
A. Consultant, and Consultant’s agents, employees, representatives, and
volunteers with regard to the Work performed or to be performed under this
Agreement, shall not discriminate on the basis of race, color, sex, religion,
nationality, creed, marital status, sexual orientation or preference, age (except
minimum age and retirement provisions), honorably discharged veteran or
military status, or the presence of any sensory, mental or physical handicap,
unless based upon a bona fide occupational qualification in relationship to hiring
and employment, in employment or application for employment, the
administration of the delivery of Workor any other benefits under this Agreement,
or procurement of materials or supplies.
B. The Consultant will take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race,
creed, color, national origin, sex, age, sexual orientation, physical, sensory or
mental handicaps, or marital status. Such action shall include, but not be limited
to the following employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or termination, rates of pay or other forms of
compensation and selection for training.
C. If the Consultant fails to comply with any of this Agreement’s non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D. The Consultant is responsible to be aware of and in compliance with all federal,
state and local laws and regulations that may affect the satisfactory completion
of the project, which includes but is not limited to fair labor laws, worker's
compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply
with City of Renton Council Resolution Number 4085.
18. Miscellaneous:The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
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B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shall furnish all tools and/or materials necessary to perform theWork
except to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Consultant
to provide Workhe/she will acquire or maintain such at his/her own expense and,
if Consultant employs, sub-contracts, or otherwise assigns the responsibility to
perform the Work, said employee/sub-contractor/assignee will acquire and or
maintain such training, licensing, or certification.
E. This is a non-exclusive agreement and Consultant is free to provide his/her Work
to other entities, so long as there is no interruption or interference with the
provision of Work called for in this Agreement.
F. Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
G. Consultant is responsible for his/her own Worker’s Compensation coverage as
well as that for any persons employed by the Consultant.
19. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly
authorized to execute and deliver this Agreement on behalf of the City or
Consultant.
B. General Administration and Management. The City’s project manager is Deputy
Chief Jeff Hardin. In providing Work, Consultant shall coordinate with the City’s
contract manager or his/her designee. For contract, billing, and budget
questions, Consultant shall coordinate with the City’s contract manager or
his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Consultant proposals and
this Agreement, the terms of this Agreement shall prevail. Any exhibits or
attachments to this Agreement are incorporated by reference only to the extent
of the purpose for which they are referenced within this Agreement. To the extent
a Consultant prepared exhibit conflicts with the terms in the body of this
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Agreement or contains terms that are extraneous to the purpose for which it is
referenced, the terms in the body of this Agreement shall prevail and the
extraneous terms shall not be incorporated herein.
E. Governing Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City
of Renton. Consultant and all of the Consultant’s employees shall perform the
Workin accordance with all applicable federal, state, county and city laws, codes
and ordinances.
F. Joint Drafting Effort. This Agreement shall be considered for all purposes as
prepared by the joint efforts of the Parties and shall not be construed against one
party or the other as a result of the preparation, substitution, submission or other
event of negotiation, drafting or execution.
G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce
or interpret this Agreement or any of its terms or covenants shall be brought in the
King County Superior Court for the State of Washington at the Maleng Regional
Justice Center in Kent, Washington, or its successor. Consultant hereby
expressly consents to the personal and exclusive jurisdiction and venue of such
court even if Consultant is a foreign corporation not registered in Washington.
H. Severability. A court of competent jurisdiction’s determination that any provision
or part of this Agreement is illegal or unenforceable shall not cancel or invalidate
the remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire Agreement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all
of its provisions in which performance is a factor. Adherence to completion dates
set forth in the description of the Work is essential to the Consultant’s
performance of this Agreement.
K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this
Agreement will be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. The Parties each bind themselves, their partners, successors,
assigns, and legal representatives to the other party to this Agreement, and to the
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partners, successors, assigns, and legal representatives of such other party with
respect to all covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either
party’s failure to enforce any provision of this Agreement shall not be a waiver and
shall not prevent either the City or Consultant from enforcing that provision or any
other provision of this Agreement in the future. Waiver of breach of any provision
of this Agreement shall not be deemed to be a waiver of any prior or subsequent
breach unless it is expressly waived in writing.
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will
together constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the
date last signed by the Parties below.
CITY OF RENTON
By:_____________________________
CONSULTANT
By:____________________________
Armondo Pavone
Mayor
Katya Wojcik
Executive Director
_____________________________
Date
_____________________________
Date
Attest
_____________________________
Jason A. Seth
City Clerk
Approved as to Legal Form
By: __________________________
Alex Tuttle
Senior Assistant City Attorney
Contract TemplateUpdated 5/21/2021
OOTCA contract no. 3522
7/14/25
Approved by Alex Tuttle via 7/11/2025 email
8/18/2025
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Exhibit A
Scope and Schedule of Services
Consultant:Project Be Free, a nonprofit corporation 2025
Funding:
1590 Funds
$92,500
Program:Co-response services with Renton Police
Department on Domestic Violence calls.
2026
Funding:
1590 Funds
$185,000
Performance
Date
July 1, 2025 – December 31, 2026
Total:$277,500
Agency Program Overview:
Project Be Free will provide a co-response program in conjunction with the Renton Police
Department/first responders to respond to domestic violence calls from Renton residents. In
general, Renton police officers will respond to the call, and if appropriate and safe will contact
Project Be Free to co-respond on-site. Project Be Free will send two crisis responders to the
site typically within 15-30 minutes to individually meet with household members and triage
the situation. Project Be Free staff can provide transportation to a safe site and/or assist with
food/shelter/medical needs.
Project Be Free also provides follow-up with the household, case management, and offers up
to ten therapy sessions, either online or in-person for no charge to assist individuals, couples,
or family members. They typically assist households for approximately three months and
make referrals/connections to additional services.
The goals are these co-response services include:
x Reduce repeat domestic violence calls.
x Reduce domestic violence workload for first responders.
x Connect underserved Renton residents with appropriate support and referrals.
Performance Measures:
The Agency shall provide the approximate number of City of Renton clients with the following
services. Services shall be provided in a manner which fully complies with all applicable
federal, state and local laws, statutes, ordinances rules and regulations, as are now in effect
or may be amended or enacted during the course of the Agreement.
Annual Goals
Contract Amount (not to exceed) $277,500
1 Unduplicated City of Renton individuals served 200
2 Number of domestic violence calls responded to on-
site with Renton Police/First Responders.
100
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3 Number of case management/follow-up sessions
with Renton clients. (Sessions are approximately 30
minutes each.)
150
4 Number of Renton clients connected to
appropriate support and referrals.
100
Budget
The total contract shall not exceed $185,000, with Project Be Free to be reimbursed a flat
monthly rate of $15,416.66 for services provided. Project Be Free may invoice monthly or
quarterly, using an approved billing form, along with appropriate supporting payroll documents
and client costs backup.
Reporting Requirements
Monthly Status Reports:
Project Be Free will submit a written monthly status report to the City, due three business days
following the end of the previous month. The monthly reports will address the following
questions:
x Briefly describe the work accomplished over the past month?
x What successes has the program seen this past month?
x What challenges has the program seen this past month?
x Do you have any challenges or issues to discuss with the City Renton?
Final Report:
The Agency shall collect and retain demographic data from the persons served through this contract.
Data should be tracked in an ongoing manner and submitted in a Final Report by July 18, 2025. The
Final Report must include the following information:
x Describe program participants including:
o Number of individuals served
o Gender (Male, Female, Nonbinary, etc.) of individuals served
o Age of individuals served
o Veteran status of individuals served
o Substance abuse or mental health issues of individuals served
o Reason for contact
o Outcome of contact (No outcome, referral to services, involuntary transport, etc.)
o Long-term outcome of individual receiving services (No outcome, permanent
housing, shelter, etc.)
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x Describe the type of program funded and the geographic area served.
x Explain how the program targeted vulnerable individuals.
x Explain how the program created greater access for vulnerable individuals to available
programs and services.
x Discuss program successes and challenges.
Reporting Due Dates:
REPORT DUE DATES
MONTHLY STATUS REPORTS: Due within 3 business days following end of
previous month.
FINAL REPORT January 24, 2027