HomeMy WebLinkAboutAgreement for Services with HCMA Portland A64 (6,2-
CITY
6, (6.2CITY OF AUBURN
AGREEMENT FOR SERVICES
THIS AGREEMENT made and entered into on this ;�11�day of -.!iit- , 2019, by and
between the City of Auburn, a municipal corporation of the State of Washington, the"City"and HCMA-
Portland (the "Consultant").
RECITALS:
1. The City desires to hire the Consultant to create a Senior Housing 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 $4,000.
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 Jerry Walker, 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 HCMA Portland
Economic Development Jerry Walker
Attn: Tanya Carter 3203 NE 15'Ave
25 West Main Street Portland OR 97212
Auburn, WA 98001-4998 Phone: 503 493 0813
Phone: 253-288-4325 E-mail:jerry;E hcm:Itd.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.
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12. Insurance
The Consultant 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 Consultant, its agents, representatives, or
employees.
A. Minimum Scope of Insurance, Consultant shall obtain insurance of the types described
below:
1. Professional Liability insurance appropriate to Consultants profession.
B. Minimum Amounts of Insurance: The Consultant shall maintain the following insurance
limits:
1. Professional Liability insurance shall be written with limits no less than $1,000,000 per
claim and $1,000,000 policy aggregate limit.
C. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to
contain, the following provisions for Professional Liability insurance:
1. The Consultant's insurance coverage shall be primary insurance as respect the City.
Any insurance, self-insurance, or insurance pool coverage maintained by the City shall
be excess of Consultant's insurance and shall not contribute with it.
2. The Consultant's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after thirty (30) days prior written notice by certified mail,
return receipt requested, has been given to the City.
D. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best
rating of not less than A: VII
E. Verification of Coverage: Consultant shall furnish City with original certificates evidencing
the insurance requirements of Consultant before commencement of the work.
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.
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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.
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
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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.
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 0 AUBURN HCMA Portland
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Approv-. - to form:
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Steve Gross, City Attorney
Exhibit A
Scope of Services
Goal:
Market study in 2 parts to assess the potential demand for independent living units,assisted living and
secured memory care facilities and services in and around Auburn
1. Part 7 City Demand:Determine the demand and unmet needs based solely on the demographics and existing
inventory of units and beds in the City of Auburn.The City is about 29.6 square land miles,which is equivalent
to a circle with a radius of about 3.1 miles.In most urban and dense suburban markets in the west,a 3-mile
radius circle covers a reasonable market area.
2. Part 2 Area Demand: Determine the demand and unmet needs for the Auburn market area -That is the 15-
minute drive time zone.
Scope and Approach:
1. Define two market areas:the City of Auburn and the region that is approximately within 15-minutes'drive
time of downtown Auburn(about five miles around City Hall).
2. Identify every existing independent living,assisted living (licensed boarding home),and secured memory
care community in both defined markets and interview(by telephone) multiple operators about units,bed
mix and occupancy patterns.
3. Compare the total estimated potential demand in Auburn jurisdictional area&the area within a 15 minute
drive with the existing supply of services in that geography.
4. Use detailed maps to define the target market areas,to identify the local transportation patterns and barriers,
and to locate the existing and proposed facilities.The map provided in the proposal shows the 5 and 15-
minute drive time zones around Auburn City Hall at 5:30pm on a typical weekday.
5. We will also consult with the planning divisions of each municipal unit in both defined markets to learn about
new projects in development,including Pierce and King Counties.
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Reports will contain:
1. Detailed definition of the market areas,
2. Complete discussion of the current and projected senior demographics in the defined markets, and
projections of total unmet demand for independent living units and assisted living and secured memory care
beds in both defined areas(numbers of units/beds needed to meet
existing/projected demand).
3. Define and describe each competing facility and report operator interview results regarding occupancy
levels.
4. Describe potential new facilities being planned/in development in the defined market area.
5. Estimate potential unmet demand for each category of facility in the service area now
and five years using the defined potential demand for senior housing services and the actual and anticipated
supply of each category of units or beds in the defined market areas
6. Specific recommendations about the number of units and beds needed in electronic format with the complete
demographic support attached.
a. Segmentation, where the demand ("absorption") in the City plus the demand in the balance out the
catchment area equals the demand in the combined market areas(reference email discussion—"segment
the study to indicate absorption levels within point/below and then between point 1& 2 below—which
still equals the point 2 below catchment area")
Exhibit B
Compensation
Total compensation for the Consultant's services will not exceed $4,000.00.
Payment will be provided by the City upon completion &delivery of the above reports in Exhibit A
Exhibit C
Timeline
On or around 10 days after execution of this contract
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