HomeMy WebLinkAboutAgreement for Services with LW Hospitality Associates - Hotel Absorption Study •
CITY OF AUBURN
AGREEMENT FOR SERVICES
THIS AGREEMENT made and entered into on this bat-day of , 2019, by and
Washln
between the City of Auburn, a municipal corporation of the S tate of gton the "City" and LW
Hospitality Associates. (the "Consultant").
RECITALS:
1. The City desires to hire the Consultant to create a Hotel Absorption Study.
2. The Consultant is qualified and able to provide services in connection with the City's needs for
this work, and is willing and agreeable to provide the services on the terms and conditions in this
Agreement.
AGREEMENT:
In consideration of the mutual promises contained in this Agreement, the parties agree as follows:
1. Scope of Services
The Consultant agrees to perform in a good and professional manner the tasks described in
Exhibit "A." The Consultant will perform the services as an independent contractor and will not be
deemed, by virtue of this Agreement and the performance thereof, to have entered into any
partnership,joint venture, employment or other relationship with the City.
2. Additional Services
If additional services with respect to related work are required beyond those specified in the Scope
of Work, and not included in the compensation listed in this Agreement, the parties will amend this
Agreement before the Consultant performs the additional services. However, Consultant agrees
that it will perform additional services on the written request of an authorized representative of the
City pending execution of an Amendment.
3. Consultant's Representations
The Consultant represents and warrants that it has all necessary licenses and certifications to
perform the services provided for in this Agreement, and is qualified to perform those services.
4. Acceptable Standards
The Consultant will be responsible to provide, in connection with the services contemplated in this
Agreement, work products and services of a quality and professional standard acceptable to the
City.
5. Compensation
As compensation for the Consultant's performance of the services provided for in this Agreement,
the City will pay the Consultant the fees and costs specified on Exhibit "B." Total compensation is
not-to-exceed $20,000.
The Consultant will submit to the City an invoice or statement of time spent on tasks included in
the scope of work and the City upon acceptance of the invoice or statement will process the invoice
or statement in the next billing/claim cycle following receipt of the invoice or statement, and will
remit payment in accordance with Exhibit "B."
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6. Time for Performance and Term of Agreement
The Consultant will not begin any work under this Agreement until authorized in writing by the City.
The Consultant will perform the services in accordance with the direction and scheduling provided
on Exhibit "A" unless otherwise agreed to in writing by the parties. All work under this Agreement
will be completed in accordance with the proposed timeline provided in Exhibit "C" with a final
deliverable date to be no later than August 31, 2019.
7. Ownership and Use of Documents
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations,
working drawings and any other materials created or otherwise prepared by the Consultant as
part of its performance of this will be owned by and become the property of the City, and may be
used by the City for any purpose beneficial to the City.
8. Records Inspection and Audit
All compensation payments will be subject to the adjustments for any amounts found upon audit
or otherwise to have been improperly invoiced, and all records and books of accounts pertaining
to any work performed under this Agreement will be subject to inspection and audit by the City for
a period of up to three (3) years from the final payment for work performed under this Agreement.
9. Continuation of Performance
In the event that any dispute or conflict arises between the parties while this Contract is in effect,
the Consultant agrees that, notwithstanding such dispute or conflict, the Consultant will continue
to make a good faith effort to cooperate and continue work toward successful completion of
assigned duties and responsibilities.
10. Administration of Agreement
This Agreement will be administered by Mark Lukens, on behalf of the Consultant, and by the
Director of Administration, or designee, on behalf of the City. Any written notices required by the
terms of this Agreement will be served on or mailed to the following addresses:
City of Auburn LWHA
Economic Development Mark Lukens
Attn: Tanya Carter 1700 7th Avenue, Suite 2100
25 West Main Street Seattle, WA 98101
Auburn, WA 98001-4998 Phone: 206.745.3600 x122
Phone: 253-288-4364 E-mail: mark.lukens@lwhadvisors.com
E-mail: tecarter@auburnwa.gov
11. Notices
All notices or communications permitted or required to be given under this Agreement will be in
writing and will be deemed to have been duly given if delivered in person or deposited in the United
States mail, postage prepaid, for mailing by certified mail, return receipt requested, and
addressed, if to a party of this Agreement, to the address for the party set forth above.
Either party may change his, her or its address by giving notice in writing to the other party.
12. Insurance
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The Consultant will procure and maintain for the duration of this 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 Consultant, or the Consultant's agents,
representatives, employees, or subcontractors.
Consultant's maintenance of insurance as required by the Agreement does not limit the liability of
the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse
to any remedy available at law or in equity.
The Service Consultant will obtain insurance of the types described below:
a. Automobile Liability insurance, covering all owned, non-owned, hired and leased vehicles.
Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute
form providing equivalent liability coverage. Consultant shall maintain automobile insurance
with minimum combined single limit for bodily injury and property damage of$1,000,000 per
accident.
b. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and
shall cover liability arising from premises, operations, independent contractors, products-
completed operations, stop gap liability, personal injury and advertising injury, and liability
assumed under an insured contract. The Commercial General Liability insurance shall be
endorsed to provide a per project aggregate limit using ISO form CG 25 03 05 09 or equivalent
endorsement. There shall be no exclusion for liability arising from explosion, collapse or
underground property damage. The City shall be named as an insured under the Consultant's
Commercial General Liability insurance policy with respect to the work performed for the City
using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed
Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent
coverage. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate, and a $2,000,000 products-
completed operations aggregate limit.
c. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of
Washington.
The insurance policies are to contain, or be endorsed to contain, the following provisions for
Automobile Liability and Commercial General Liability insurance:
a. The Consultant's insurance coverage will be primary insurance as respects the City. Any
insurance, self-insurance, or insurance pool coverage maintained by the City will be excess of
the Consultant's insurance and will not contribute with it.
b. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by
either party, except after 30 days prior written notice by certified mail, return receipt requested,
has been given to the City.
Insurance is to be placed with an authorized insurer in Washington State. The insurer must have
a current A.M. Best rating of not less than A:VII.
Consultant will furnish the City with certificates of insurance and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the Consultant before commencement of the work. The
City reserves the right to require that complete, certified copies of all required insurance policies
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be submitted to the City at any time. The City will pay no progress payments under Section 7 until
the Consultant has fully complied with this section.
If the Contractor maintains higher insurance limits than the minimums shown above, the City will
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
the City evidences limits of liability lower than those maintained by the Contractor.
Failure on the part of the Contractor to maintain the insurance as required will constitute a material
breach of contract, upon which the City may, after giving five 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 the City on demand, or at the sole discretion of the City, offset against
funds due the Contractor from the City.
13. Indemnification/Hold Harmless
The Consultant will defend, indemnify and hold the City and its officers, officials, employees, and
volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney
fees, arising out of or in connection with the performance of this Agreement, except for injuries
and damages caused by the sole negligence of the City.
If a court of competent jurisdiction determines that this Agreement is subject to RCW 4.24.115,
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, the Consultant's liability will be only to the extent of
the Consultant's negligence. It is further specifically and expressly understood that the
indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial
Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been
mutually negotiated by the parties. The provisions of this section will survive the expiration or
termination of this Agreement.
14. Assignment
Neither party to this Agreement will assign any right or obligation hereunder in whole or in part,
without the prior written consent of the other party hereto. No assignment or transfer of any
interest under this Agreement will be deemed to release the assignor from any liability or obligation
under this Agreement, or to cause any such liability or obligation to be reduced to a secondary
liability or obligation.
15. Nondiscrimination
The Consultant may not discriminate regarding any services or activities to which this Agreement
may apply directly or through contractual, hiring, or other arrangements on the grounds of race,
color, creed, religion, national origin, sex, age, or where there is the presence of any sensory,
mental or physical handicap.
16. Amendment, Modification or Waiver
No amendment, modification or waiver of any condition, provision or term of this Agreement will
be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such
party's or parties' duly authorized representative(s) and specifying with particularity the nature and
extent of such amendment, modification or waiver. Any waiver by any party of any default of the
other party will not affect or impair any right arising from any subsequent default.
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Nothing herein will limit the remedies or rights of the parties hereto under and pursuant to this
Agreement.
17. Termination for Cause.
In the event that the City determines that the Consultant failed to comply with the conditions of the
Agreement, the City has the right to suspend or terminate the Agreement by giving the Consultant
a written notice of corrective action required. If the Consultant does not remedy all conditions in
the corrective notice within thirty(30)days of the date of notice, the City may terminate or suspend
the contract or require specific performance including completion of the Agreement.
18. Termination for Convenience
Either Party may terminate this Agreement by providing the other party with written notice of such
termination, specifying the effective date with at least thirty (30) days' notice.
19. Parties in Interest
This Agreement will be binding upon, and the benefits and obligations will inure to and bind, the
parties and their respective successors and assigns, provided that this section will not be deemed
to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is
for the exclusive benefit of the parties and it does not create a contractual relationship with or exist
for the benefit of any third party, including contractors, sub-contractors and their sureties.
20. Costs to Prevailing Party
In the event of such litigation or other legal action, to enforce any rights, responsibilities or
obligations under this Agreement, the prevailing parties will be entitled to receive its reasonable
costs and attorney's fees.
21. Applicable Law
This Agreement and the rights of the parties will be governed by and interpreted in accordance
with the laws of the State of Washington and venue for any action will be in of the county in
Washington State in which the property or project is located, and if not site specific, then in King
County, Washington; provided, however, that it is agreed and understood that any applicable
statute of limitation will commence no later than the substantial completion by the Consultant of
the services.
22. Captions, Headings and Titles
All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for
convenience of reference only and do not constitute a part of this Agreement or act as a limitation
of the scope of the particular paragraph or sections to which they apply. The singular includes the
plural and vice versa and masculine, feminine and neuter expressions will be interchangeable.
Interpretation or construction of this Agreement will not be affected by any determination as to
who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of
the parties.
23. Severable Provisions
Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity will not affect the validity of the
remainder of this Agreement.
24. Entire Agreement
This Agreement contains the entire understanding of the parties hereto in respect to the
transactions contemplated hereby and supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
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V
25. Counterparts
This Agreement may be executed in multiple counterparts, each of which will be one and the same
Agreement and will become effective when one or more counterparts have been signed by each
of the parties and delivered to the other party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective the
day and year first set forth above.
CITY OF AUBURN LW Hospitality Advisors
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na Hinman, Director of Administration Signatu -
Name: H e L1 -5
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Title: HA'-1 #11'- 7 fi✓c 4 c
Federal Tax ID No: 27 — 151 157 e
Approved \A:.
t• • :
Steve ross, City Attorney
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Exhibit A
Scope of Services
Goal:
Phase I:
To analyze the existing competitive hotel market and area demand generators to determine the level of market
support for additional hotel development within Auburn&identify what market niches are potentially supportable.
Phase II
Preparation of achievable occupancy, average room rates, and net operating income that a hotel might
reasonably be expected to achieve in its first five years
Phase III
Recommends strategies to attract hotel developers and provide assistance with identifying flags based on
available sites/buildings.
Scope of Work&Deliverables:
Phase I
• Potential sites will be physically inspected and examined with respect to suitability for hotel development.
The site evaluation will include: examination of accessibility,visibility, proximity to demand generators and
physical characteristics which might affect the utility of the proposed site(s).
• Fieldwork will be conducted to identify and analyze economic and demographic trends for the greater
trade area.These statistics will then be used to relate the general economic health of the area to the future
viability of the local lodging industry.
• Key representatives of the community will be interviewed (e.g., Planning,Convention&Visitors Bureau,
Economic Development,etc.) on local economic conditions,population and employment trends, retail and
office space trends, tourism,visitation activity.
• A detailed analysis of
o existing competitive hotels on a local and regional level with emphasis on identifying an
appropriate market niche in the local lodging market.
o proposed potentially competitive hotel projects of similar type and scope including (where
available and applicable):
• Name of property,location and brand affiliation (if applicable);
• Number of rooms and amenities/services;
• Estimated annual occupancy and average room rate levels;
• Estimated market segmentation;
• Age attributes and potential economic and functional obsolescence factors;
• Competitive strengths and weaknesses.
o dynamics of the local hotel market and relate this to the market potential for additional hotel
development.
o historic and anticipated future trends for the greater area hotel market with emphasis on
trends directly correlating to new hotel development, detailed market segmentation analysis.
o estimated future demand levels and supply of hotel rooms for the competitive market area will
be prepared. Our supply/demand analysis will include factors for unaccommodated demand
and induced demand.The analysis will result in a forecast of future area-wide occupancy levels
for our defined competitive set of hotels.
Based upon our review and assessment of the market and available brands,we will:
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• provide a written report summarizing findings and identifying potential viable market niche(s) for new
hotel development in Auburn;
Phase II
• Market penetration analyses for the identified proposed hotel will be completed on a market segment basis
including a forecast of the future market performance (estimates of annual occupancy levels,average room
rates,and net operating income for a five-year operation period beginning on the proposed opening date)
• Market study report including conclusions and findings in conformity with and subject to the requirements
of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal
Institute
Phase III:
• Strategies to attract hotel developers and provide assistance with identifying flags based on available
sites/buildings.
Exhibit B
Compensation
Total compensation for the Consultant's services will not exceed:
• Phase I: $10,000 with$5,000 payable upon execution of this contract and$5,000 upon delivery of Phase I
• Phase II:$5,000 upon delivery of Phase II
• Phase III: $5,000 upon delivery of Phase III
Exhibit C
Timeline
Phase I: within three to four weeks of countersigned contract and initiation of initial $5,000 payment.
Phase II: within three to four weeks of written authorization
Phase III: within three to four weeks of written authorization
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