HomeMy WebLinkAboutHealthcare Mergers and Acquisistions Ltd (HMA) A . Ib . -1
CITY OF I .__
to of .776 ■ '''
_ ' ,- WASHINGTON
Agreement for Services
This Agreement is made effective as of September aQ , 2011, by and between HEALTHCARE MERGERS
AND ACQUISISTIONS,LTD. ("HMA")and the CITY OF AUBURN ("CITY").The parties agree as follows:
1. DESCRIPTION OF SERVICES. HMA agrees to conduct an independent market survey to assess the
potential demand for independent living, boarding home ("assisted living" herein), secured memory care, and
skilled nursing facilities and services at a site in Auburn, Washington and to report on its findings and conclusions
as set forth in Exhibit"A."
2. PAYMENT. The CITY will pay a fee to HMA for services provided in the not to exceed amount of$3,500,
for services delivered as described in the Scope of Work. This fee shall be payable in a lump sum upon receipt of
an invoice from HMA with appropriate supporting documentation.
3. EXPENSE REIMBURSEMENT. The HMA shall pay all "out-of-pocket" expenses, and shall not be entitled
to reimbursement from the CITY except for specific services, items or activities listed in the Scope of Services as
reimbursable goods or services.
4. TERM/TERMINATION.
A. This Agreement is effective upon both party's signature, and expires when all services have been
provided,but not later than December 31,2011.
B. Either party may terminate the Agreement by notifying the other party in writing within seven (7)days
of the intent to terminate. If this Agreement is terminated,the City shall pay Agency for all work performed as of
the date of termination.
5. RELATIONSHIP OF PARTIES. HMA is an independent contractor with respect to the City of Auburn,and
not an employee of the CITY. The CITY will not provide fringe benefits, including health insurance benefits,
paid vacation, or any other employee benefit,for the benefit of HMA.
6. EMPLOYEES. The provisions of this Agreement shall also bind HMA employees who perform services for
the CITY under this Agreement.
7. INDEMNIFICATION/HOLD HARMLESS. The HMA shall defend, indemnify and hold the City,its
officers,officials,employees and volunteers harmless:from any and all claims, injuries,damages, losses or suits
including attorney fees,arising out of or resulting from the acts,errors or omissions of HMA in performance of
this Agreement,except for injuries and damages caused by the sole,negligence of the City. The City of Auburn
shall defend, indemnify and hold HMA,its officers,officials, employees and volunteers harmless from any and
all claims, injuries,damages,losses or suits including attorney fees, arising out of or resulting from the acts, errors
or omissions of the City in performance of this Agreement,except for injuries and damages caused by the sole
negligence.of HMA. It is further specifically and expressly understood that the indemnification provided herein
constitutes the HMA's and the City'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 shall survive the expiration or termination of this Agreement.
8. INSURANCE. The HMA 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 HMA, its agents,representatives,or employees.
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AUBURN * MORE THAN YOU IMAGINED
A. Minimum Scope of Insurance,HMA shall obtain insurance of the types described below:
1. 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. If necessary, the policy shall be endorsed to
provide'contractual;liability coverage.
2. Commercial General Liability insurance shall be written on ISO,occurrence form CG 00 01
and shall cover liability arising from premises, operations, independent contractors and
personal injury and advertising injury. The City shall be named as an insured under HMA's
Commercial General Liability insurance policy with respect to the work performed for the
City.
3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of
Washington.
B. Minimum Amounts of Insurance: The HMA 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 per accident.
2. Commercial General Liability insurance shall be written with limits no less than $1,000,000
each occurrence, $2,000,000 general aggregate.
C. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the
following provisions for. Automobile Liability, Professional Liability and Commercial General
Liability insurance:
1. The HMA'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 HMA's insurance and shall not contribute with it.
2. The HMA'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: The HMA shall furnish the City with original certificates and a copy of
the amendatory endorsements, including but not necessarily limited to the additional insured
endorsement,evidencing the insurance requirements of HMA before commencement of the work.
9. ASSIGNMENT. The HMA obligations under this Agreement may not be assigned or transferred to any other
person,firm, or corporation without the prior written consent of the CITY.
10. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed
delivered when delivered in person or deposited in the United States mail,postage prepaid,addressed as follows:
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IF for HMA: IF for the CITY:
Jerry M. Walker,Managing Director Kevin H. Snyder,AICP,Planning&
Healthcare Mergers&Acquisitions Development Director
3203 NE 15th Avenue City of Auburn
Portland,OR 97212 25 W. Main Street
Auburn, WA 98001
Such address may be changed from time to time by either party by providing written notice to the other in the
manner set forth above.
11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no
other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any
prior written or oral agreements between the parties.
12. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is
signed by both parties.
13. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any
reason,the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and
enforceable,then such provision shall be deemed to be written,construed,and enforced as so limited.
14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and
compel strict compliance with every provision of this Agreement.
15. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Washington. Venue for
any court action shall be in King County, Washington.
The undersigned have read the above statements,understand them and agree to abide by their terms.
Signed: //J, � � Signed: _I
Date Signed: September 12,2011 Date Signed: _S 6m ZO
Address: 3203 NE 15th Avenue Address: AV L,v,91
Portland,OR 97212 }
Phone: 503-493-0813 ) 9 SGL)1
L/111
Phone: OS 3— 3)-3090
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Healthcare Mergers & Acquisitions, Ltd &
3203 NE 15th Avenue
Portland, OR 97212
503-493-0813
September 7, 2011
Brenda Heineman, Director
Human Resources/Risk Management/Facilities
City of Auburn, Washington
City Hall
25 West Main Street
Auburn, WA 98001-3000
Dear Director Heineman,
This is our proposal to conduct an independent market study to assess the potential
demand for independent living, boarding home ("assisted living" herein), secured
memory care, and skilled nursing facilities and services at a site in Auburn,
Washington and to report on our findings and conclusions. The proposed site is in
and near the redevelopment area that is bounded by A Streets SE and SW and by
1st and 2nd Streets SE and SW in downtown Auburn, Washington. If a facility is
developed at or near this site, it is expected to be a multi-story building that meets
the requirements of the State licensure laws and the local building codes.
Scope and Approach
Our approach to assessing demand is to compare the total estimated potential
demand in a defined geography with the existing supply of services in the defined
market. This approach results in specific estimates of the potential demand based
on the number of independent living units and licensed assisted living, secured
memory care, and skilled nursing beds that are or may be needed in the defined
market.
The estimates of demand are based in part on current regional statistics regarding
the market penetration rates for assisted living and secured memory care beds in
the major Northwestern metropolitan areas. These statistics are obtained from the
quarterly reports published by the National Investment Center for the Senior's
Housing and Care Industry, to which we subscribe.
We have completed more than 250 independent market studies for senior housing
and care facilities since 2005. The estimates of demand that will be employed in
this project will be influenced by our experience from these studies and by our
knowledge of the local and regional market conditions.
Our work is mapping-based. We 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. Here, for example, is a map showing the region
around the site in Auburn. The color scheme on the map shows census tracts in the
region. The census tracts in the darkest green shades are those with the highest
density of persons aged 55+ per square mile, and those with the lightest shading
have the lowest density. The map shows the three and five-mile radius areas
around the site in downtown Auburn. This information will be employed to define
the market area to be evaluated in the market study.
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We subscribe to the ESRI population and demographic data base and we use its
age specific population estimates and geographic mapping systems to define a
specific area and to identify the present and projected population in this area. In
our work, we will take advantage of the special mapping features of the ESRI data
base to design a market area that gives consideration to the unique geographic
features of the Auburn region.
The State of Washington maintains publicly available data on licensed assisted
living, dementia facilities, and nursing homes. We maintain information on the
ownership and operations of these facilities and of unlicensed independent living
facilities in our databases. We will use all of this data to identify the existing
facilities that serve the defined market area and we will conduct telephonic
interviews with the operators of these facilities to learn about their occupancy and
programs. Because the economic implications of private paying residents are so
different from those who are paid by the Washington Medicaid program, it is
important to understand the potential demand for private pay services in
determining the overall need and financial feasibility for a new facility.
Our Report
Our report will contain a detailed definition of the market area, a complete
discussion of the current and projected senior demographics in the defined area,
and calculations of the total unmet demand for independent living units, assisted
living and secured memory care beds, and skilled nursing beds in the defined area
in terms of numbers of actual units and beds needed to meet the existing and
projected demand. It will define and describe each competing facility and report
the results of our interviews with the operators regarding occupancy levels.
We will use our best efforts to learn about and to describe potential new facilities
that are either being planned or in development in the various municipal
jurisdictions in the defined market area.
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 area, we
will estimate the potential unmet demand for each category of facility in the
service area now and five years into the future. Our report will contain specific
recommendations about the number of units and beds needed in the market.
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Our report will be delivered in electronic format with the complete demographic
support attached. Our report will include the following expression of our
independence:
"Aside from the professional fees we will earn for preparing this report, we are independent of
the developer and have no stake whatsoever in the project that is under consideration. Our fees
are not contingent on the outcome of this market study. We do not have an ownership or
operating interest in any of the other existing and proposed senior housing facilities in the
Auburn, WA market area. In preparing the report, we have relied in part on ESRI, which is a
subscription based,fee-for-service independent data source. ESRI provides the basic population
and demographic information used in this report. The ESRI reports are attached to this market
study for your reference."
Fees and Timing
We will prepare the market study for the Auburn site for an all-inclusive fixed fee
of $3,500 (professional fees and expenses) and deliver the final and complete
report draft no later than seven business days after you tell us to proceed.
If you want us to present our findings in person in Auburn, we will charge
additional fees at the rate of $150 per hour, including one-way travel time from
Portland, OR.
Thank you very much for this opportunity to assist you in evaluating the potential
demand for new senior housing facilities and services in the market area around the
redevelopment area in Auburn, Washington. We look forward to receiving your
authorization to proceed.
Very truly yours,
Jerry M. Walker
Managing Director
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