HomeMy WebLinkAbout26-051 - Contract - City of Burien - Mary's Place Shelter26-051 CON 25 05 7
Council Approval N/A
Reference #03-041
CONTRACT FOR SERVICES
City of Burien and Mary's Place
This Agreement is entered into by and between the City of Burien, Washington, a noncharter
optional municipal code city ("Burien"), and Mary's Place, a company organized under the state
of Washington, (the "Contractor"), whose principal office is located at 113 Dexter Ave N, Seattle
WA 98109 and collectively referred to as "Parties."
WHEREAS, Burien has entered into a Memorandum of Understanding with other local cities for
the planning, funding, and implementation of joint human services contracts;
WHEREAS, Burien, along with the cities of Federal Way, Renton, SeaTac, and Tukwila, wish to
make the most efficient use of their resources by cooperating to provide a joint application and
funding for human services;
WHEREAS, it is Burien's responsibility to enter into an agreement with the Agency on behalf of
the cities which are party to said Memorandum of Understanding;
WHEREAS, the services provided by the Agency are for the benefit of the general community and
designed for the well being of children, individuals, and families;
WHEREAS, Burien wants to have the Agency perform such services under specific terms and
conditions; and
NOW, THEREFORE, IN CONSIDERATION OF the mutual benefits and conditions set forth
below, and incorporating the language above, the Parties hereto agree as follows:
1. Scope and Schedule of Services to be Performed by Agency. The Agency shall perform
those services described on Exhibit A attached hereto and incorporated herein by this reference as
if fully set forth. In performing such services, the Agency shall at all times comply with all federal
or state statutes, and all federal, state, and local rules and ordinances applicable to the performance
of such services and the handling of any funds used in connection therewith. The Agency shall
request and obtain Burien's prior written approval before initiating any specific task not included
in the Scope of Services. If the scope or schedule is to be modified in any way, Burien's prior
written approval is also required.
2. Compensation and Method of Payment. Burien shall make payments to the Contractor
based on month-end billings. Burien shall pay the Contractor for services rendered within thirty
business days after receipt of an invoice in a form similar to Exhibit B attached hereto. The total
amount to be paid shall not exceed $114,660 annually. If the Contractor's invoice, supporting
documentation, and reports are not submitted within ninety (90) calendar days after completion of
the services, Burien shall be relieved of all liability for payment to the Contractor of the amounts
identified in the invoice or any subsequent invoice; provided, however, Burien may elect to pay
any invoice that is not submitted on time. The Contractor shall complete and return IRS Form W-
9, Request for Taxpayer Identification Number, to Burien on or before the execution of this
Agreement. Form W-9 is available on IRS.gov or upon request from the City of Burien.
Page 1 of 9 Revised December 2022
3. Duration of Agreement. This Agreement shall be in full force and effect for a period
commencing January 1, 2025, and ending December 31, 2026, unless sooner terminated under the
provisions hereinafter specified.
4. Ownership and Use of Documents. All calculations, computer files, documents, drawings,
maps, models, photographs, specifications, and other materials produced by the Contractor in
connection with the services rendered under this Agreement, upon Burien's request, shall become
Burien's property whether the project for which they are made is executed or not. This section
shall not extend to the Contractor's intellectual property, equipment, tools, or facilitation processes
and systems.
5. Independent Contractor. The Contractor is and shall be at all times during the term of this
Agreement an independent contractor, and not a Burien employee. Any and all employees of the
Contractor or other persons while engaged in the performance of any work or services required of
the Contractor under this Agreement shall be considered to be the Contractor's employees only
and not Burien employees. As a result, the Contractor and those working for or on the Contractor's
behalf shall not be entitled to any benefits, healthcare, salary, or anything else from Burien. The
Parties agree to the following rights consistent with an independent contractor relationship:
A. The Contractor has the sole right to control and direct the manner, means, and method
by which the services required by this Agreement will be performed.
B. The Contractor will furnish all equipment and materials used to provide the services
required by this Agreement.
C. The Contractor or the Contractor's employees or contract personnel shall perform the
services required by this Agreement; Burien shall not hire or supervise any assistants
to help the Contractor.
D. Neither the Contractor nor the Contractor's employees or contract personnel shall
receive any training from Burien in the skills necessary to perform the services
required by this Agreement.
E. Burien shall not require the Contractor or the Contractor's employees or contract
personnel to devote full time to performing the services required by this Agreement.
The Contractor acknowledges that it is responsible for the payment of all charges and taxes
applicable to the services performed under this Agreement, and the Contractor agrees to comply
with all applicable laws regarding the reporting of income, maintenance of insurance and records,
and all other requirements and obligations imposed as a result of the Contractor's status as an
independent contractor. If Burien is assessed, liable, or responsible in any manner for such charges
or taxes, the Contractor agrees to hold Burien harmless from such charges, taxes, costs, expenses,
and fees, including attorneys' fees.
The Contractor shall provide at its sole expense all materials, office space, and other necessities to
perform its duties under this Agreement unless otherwise specified in writing.
Page 2 of 9 Revised December 2022
The Contractor, at its expense, shall obtain and keep in force any and all necessary licenses and
permits to perform the work provided for herein.
This Agreement shall be for the Parties' sole benefit, and nothing contained herein shall create a
contractual relationship with, or create a cause of action in favor of, a third -party against either
party.
The Contractor understands that neither the Contractor nor the Contractor's employees or contract
personnel are eligible to participate in any employee health, pension, sick pay, vacation pay, or
other Burien fringe benefit plan. Burien shall not obtain or be expected to obtain workers'
compensation insurance on behalf of the Contractor or the Contractor's employees. Burien shall
make no state or federal unemployment compensation payments on behalf of the Contractor or the
Contractor's employees or contract personnel. The Contractor will not be entitled to these benefits
in connection with work performed under this Agreement. Burien shall not provide any insurance
coverage of any kind for the Contractor or the Contractor's employees or contract personnel. The
Contractor agrees to maintain adequate insurance to cover any negligent acts committed by the
Contractor or the Contractor's employees or agents while performing services under this
Agreement.
6. Indemnification. The Contractor shall defend, indemnify and hold Burien, its agents,
counsel, directors, employees, officers, officials (appointed or elected), representatives, and
volunteers harmless from any and all claims, injuries, damages, losses, or suits, including
attorneys' fees, court costs, and expenses, arising out of or resulting from the Contractor's acts,
errors or omissions in the performance of this Agreement, except for injuries and damages caused
by Burien's sole negligence.
However, to the degree that this applies, 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 relative to construction, alteration, improvement, etc., of structure or improvement
attached to real estate or relative to a motor carrier transportation contract), 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 Contractor and Burien, its agents, employees,
directors, officers, officials (appointed and elected), and volunteers, the Contractor's liability,
including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's
negligence. It is further specifically and expressly understood that the indemnification provided
herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW,
solely for this indemnification. The Parties have mutually negotiated this waiver. The provisions
of this section shall survive the expiration or termination of this Agreement.
7. Insurance.
A. Insurance Term.
The Contractor shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or
in connection with the performance of the work hereunder by the Contractor, its agents,
contractors (of any tier), employees, or representatives.
Page 3 of 9 Revised December 2022
B. No Limitation.
The Contractor's maintenance of insurance as required by the agreement shall not be
construed to limit the liability of the Contractor to the coverage provided by such
insurance, or otherwise limit Burien's recourse to any remedy available at law or in
equity.
C. Minimum Scope of Insurance.
The Contractor shall obtain insurance of the types and coverage described below:
Automobile Liability insurance covering all owned, non -owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA
0001.
2. Commercial General Liability insurance shall be at least as broad as ISO occurrence
form CG 00 01 and shall cover liability arising from premises, operations, stop-
gap, independent contractors, personal injury, and advertising injury. Burien shall
be named as an additional insured under the Contractor's Commercial General
Liability insurance policy for the work performed for Burien using an additional
insured endorsement at least as broad as ISO endorsement form CG 20 26.
3. Workers' Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
4. Professional Liability insurance appropriate to the Contractor's profession.
D. Minimum Amounts of Insurance.
The Contractor shall maintain the following insurance limits:
1. Automobile Liability insurance with a minimum combined single limit for bodily
injury and property damage of $1,000,000 for each accident.
2. Commercial General Liability insurance shall be written with limits no less than
$2,000,000 for each occurrence, $2,000,000 general aggregate.
3. Professional Liability insurance shall be written with limits no less than $2,000,000
for each claim and a $2,000,000 policy aggregate limit.
E. Other Insurance Provision.
The Contractor's Automobile Liability and Commercial General Liability insurance
policies are to contain, or be endorsed to contain that they shall be primary insurance
for Burien. Any Insurance, self-insurance, or self-insured pool coverage maintained
by Burien shall be excess of the Contractor's insurance and shall not contribute with it.
F. Acceptability of Insurers.
Insurance shall be with insurers with a current A.M. Best rating of not less than A: VII.
Page 4 of 9 Revised December 2022
G. Verification of Coverage.
The Contractor shall furnish Burien with original certificates and a copy of the
amendatory endorsements, including but not limited to the additional insured
endorsement, evidencing the insurance requirements of the Contractor before the
commencement of the work.
H. Notice of Cancellation.
The Contractor shall provide Burien with written notice of any policy cancellation
within two (2) business days of their receipt of such notice.
I. Failure to Maintain Insurance.
The Contractor's failure to maintain the insurance as required shall constitute a material
breach of contract, upon which Burien may, after giving five (5) business days' notice
to the Contractor to correct the breach, immediately terminate the contract or, at its
discretion, procure or renew such insurance and pay any and all premiums in
connection therewith, with any sums so expended to be repaid to Burien on demand,
or at the sole discretion of Burien, offset against funds due to the Contractor from
Burien.
J. City Full Availability of Contractor Limits.
If the Contractor maintains higher insurance limits than the minimums shown above,
Burien shall be insured for the full available limits of Commercial General and Excess
or Umbrella liability maintained by the Contractor, irrespective of whether such limits
maintained by the Contractor are greater than those required by this contract or whether
any certificate of insurance furnished to Burien evidences limits of liability lower than
those maintained by the Contractor.
8. Record Keeping and Reporting.
A. The Contractor shall maintain accounts and records, including personnel, property,
financial and programmatic records which sufficiently and properly reflect all direct
and indirect costs of any nature expended and services performed in the performance
of this Agreement and other such records as may be deemed necessary by Burien to
ensure the performance of this Agreement.
B. These records shall be maintained for at least seven (7) years after termination of this
Agreement unless permission to destroy them is granted by the office of the archivist
under RCW Chapter 40.14 and by Burien.
9. Reports - Printed Copies & Electronic Version: When reports are required to be submitted
to Burien under this agreement, the Contractor will provide a printed copy to Burien and an
electronic version. The Contractor shall submit said electronic version to Burien in a computer
format compatible with PC software programs in current use by the City of Burien (Microsoft
Office, AutoCAD, Adobe Acrobat, ESRI Arc GIS, etc.).
10. Audits and Inspections. The records and documents for all matters covered by this
Agreement shall be subject at all times to inspection, review, or audit by law during the
performance of this Agreement. The Contractor shall permit Burien, and state and federal agencies,
Page 5 of 9 Revised December 2022
from time to time as Burien deems necessary, or as required by any state, local, or federal law or
regulation, to inspect and audit, at any and all reasonable times, all of the Contractor's pertinent
books and records and any other person or entity that has performed work in connection with or
related to the Contractor's services under this Agreement to verify the accuracy of accounting
records, and shall supply Burien with, or shall permit Burien to make a copy of any books and
records and any portion thereof pertaining to work under this Agreement, upon Burien's request.
The Contractor shall ensure that such inspection, audit, and copying right of Burien is a condition
of any contract, agreement, or other arrangements under which any other person or entity is
permitted to perform work in connection with or related to the Contractor's services under this
Agreement.
11. Termination. Either party may terminate this Agreement at any time by giving the other
party thirty (30) calendar days written notice of that party's intention to terminate the Agreement.
Failure to provide products on schedule may result in contract termination.
12. Discrimination Prohibited. The Contractor shall not discriminate against any employee, an
applicant for employment, or any person seeking the services of the Contractor to be provided
under this Agreement based on age, color, creed, gender, gender expression, gender identity,
gender preference, marital status, military or veteran status, national origin, families with children,
race, religious beliefs, sexual orientation, sexual preference, or the presence of any sensory,
mental, or physical disability or the use of a trained dog guide or service animal by a disabled
person unless it is a bona fide occupational qualification reasonably necessary to the normal
operation of the particular business.
13. Assignment and Subcontract. The Contractor may not assign or subcontract any portion of
the services contemplated by this Agreement without Burien's prior written consent.
14. Conflict of Interest.
A. Governmental. No agent, counsel, director, employee, officer (appointed or
elected), or representative of Burien who exercises any function or responsibilities in
connection with the approval of, planning, and carrying out of the program or services to
which this Agreement pertains, nor any member of the immediate family of any such
officer, employee or agent, shall have any personal financial interest, direct or indirect, in
this Agreement, either in fact or in appearance, unless such interest is a remote interest as
defined by RCW 42.23.040 (Remote interests).
B. Contractor. The Contractor shall comply with all federal and state statutes and
federal, state, and local conflict of interest laws, policies, and regulations as they shall apply
to all parties and beneficiaries under this Agreement, as well as to Burien's agents, counsel,
directors, employees, officers (appointed or elected), or representatives. The Contractor
represents that the Contractor presently has no interest and shall not acquire any interest,
direct or indirect, in fact, or in appearance, which would conflict in any manner or degree
with the performance of the Contractor's services and obligations hereunder. The
Contractor also agrees that its violation of the conflict of interest provisions of this
agreement shall constitute a material breach of this contract subjecting the contract to
Page 6 of 9 Revised December 2022
immediate termination. The Contractor has a continuing obligation to search and report
any actual or potential conflicts of interest while performing work under this Agreement.
C. Contractor Employees. If the Contractor has employees, the Contractor covenants
that, concerning its performance of this Agreement, no person having any interest, direct
or indirect, in fact or in appearance, which would conflict in any manner or degree with the
performance of the Contractor's services and obligations hereunder, shall be employed to
perform or provide services under this Agreement. The Contractor further covenants that
it will implement and enforce requirements that its employees, concerning this Agreement
or the activities assisted by or through this Agreement, will not directly or indirectly,
actually or appear to (a) use their position for personal gain, (b) engage in activities that
will conflict with in any manner or degree the performance of the Contractor's services
and obligations hereunder, (c) will not have or obtain, a pecuniary interest, either for
himself or herself or for those with whom he or she may have business ties or immediate
family ties, or (e) will not benefit either for himself or those with whom he or she may have
business ties, and (f) will not accept or engage in outside employment that would conflict
with his or her responsibilities under this Agreement.
15. Prohibited Use of Funds. None of the funds, material, property, or services provided
directly or indirectly in this Agreement shall be used in the performance of this Agreement for any
partisan political activity or to further the election or defeat of any candidate for public office.
None of the funds provided under this Agreement shall be used for publicity or propaganda
purposes to support or defeat legislation pending before the Burien City Council, the Washington
State Legislature, the U.S. Congress, or any other legislative body.
16. Entire Agreement. This Agreement is the entire agreement between the Parties and no other
agreements, oral or otherwise, regarding the subject matter of this Agreement, shall be deemed to
exist or bind any of the Parties. Either party may request changes in the agreement. Proposed
changes that the Parties mutually agree upon shall be incorporated by written amendments to this
Agreement.
17. Notices. Administrative notices to the City of Burien shall be sent to:
Anyah Zupancic, Human Services Manager
Sarah Loeffler, Human Services Coordinator
City of Burien
400 SW 152nd St., Suite 300
Burien, Washington 98166
206-439-3166
nyaI Z�-cbburienwaOl,ov
SaraI 1 cDburienwa. pov
Legal notices shall be sent to the Burien City Clerk at the above address.
Notices to the Contractor shall be sent to the following address:
Page 7 of 9 Revised December 2022
Dominique Alex, Chief Executive Officer
Felicia Maffia, Grant Manager
Mary's Place
113 Dexter Ave N
Seattle, WA 98109
Contact:
dal ex-&marylaceseattle.or (206) 235-8010
rants�cmarvslaceseat�le.or (206) 618-9771
18. City of Burien Business License. The Contractor agrees to obtain a City of Burien business
license before performing any work according to this Agreement.
19. State of Washington Requirements. The Contractor agrees to register and obtain any State
of Washington business licenses, Department of Revenue account, and/or unified business
identifier number as required by RCW 50.04.140 (Employment—Exception tests) and 51.08.195
("Employer" and "worker"—Additional exception) before performing any work under this
Agreement.
20. Applicable Law: Venue: Attorneys' Fees. This Agreement shall be governed by and
construed under the laws of the State of Washington. In the event any suit, arbitration, or other
proceeding is instituted to enforce any term of this Agreement, the Parties specifically understand
and agree that venue shall be exclusively in King County, Washington. The prevailing party in any
such action shall be entitled to its attorneys' fees, court costs, and expenses.
CITY OF BURIEN, WASHINGTON
By:
Title: City Manager
Date: 4/9/2025
MARY'S PLACE
Title: Chief Executive Officer
Date: 3/26/25
Page 8 of 9 Revised December 2022
Exhibit A — Scope of Services
Exhibit B — MOU Form
Page 9 of 9 Revised December 2022
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69
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69
69
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Cd
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w
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cli
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o
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abe,
be,
be,
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N
69
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69
N
69
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cd
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