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HomeMy WebLinkAboutPat BaileyCITY OF AUBURN AGREEMENT FOR SERVICES THIS AGREEMENT made and entered into on this 26`h day of May, 2015, by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as "City" and Pat Bailey, hereinafter referred to as the "Consultant." WITNESSETI -1• WHEREAS, the City is in need of professional consulting services to expand public health opportunities within the City of Auburn; and, WHEREAS, the City desires to retain the Consultant to provide certain services in connection with the City's work on said project; and, WHEREAS, the Consultant is qualified and able to provide consulting services in connection with the City's needs for the above- described work/project, and is willing and agreeable to provide such services upon the terms and conditions herein contained. NOW, THEREFORE, the parties hereto agree as follows: Scope of Services. The Consultant agrees to perform in a good and professional manner the tasks described as follows: • Work to secure permanent Public Health Clinic funding in King County, and identify strategies for meeting the public health needs in the Auburn Community and in King Count}' • Evaluate and give direction for conducting a community health assessment. • Evaluate the current impacts of homelessness and health access, including the burden on existing healthcare systems and assessing the need for additional resources. • Map existing healthcare networks in Auburn and give direction for future growth and coordination opportunities. • identify potential healthcare elements related to the development of a Veterans & Human Services Center • Work with emergency responders — Police, Fire, EMS — to support, coordinate and launch a Community Medic Tech program. 2. Independent Contractor The Contractor's services will be furnished by the Contractor as an independent contractor and not as an agent, an employee or a servant of the City The Contractor specifically has the right to direct and control Contractor's own activities in providing the agreed services in accordance with the specifications set out in the Contract. The Contractor acknowledges that the entire compensation for the Contract is set forth in the compensation provisions of the Contract and the Contractor is not entitled to any City Page 1 of 6 benefits, including, but not limited to- vacation pay; retirement /pension pay; holiday pay; sick leave pay; medical, dental or other insurance benefits; fringe benefits; or any other rights or privileges afforded to City of Auburn employees. The Contractor will have and maintain complete responsibility and control over all of its subcontractors, employees, agents and representatives. No subcontractor, employee, agent or representative of the Contractor will be or be deemed to be, or act or purport to act, as an employee, agent or representative of the City 3 Additional Services. From time to time hereafter, the parties hereto may agree to the performance by the Consultant of additional services with respect to related work or projects. Any such agreement(s) shall be set forth in writing and shall be executed by the respective parties prior to the Consultant's performance of the services there under, except as may be provided to the contrary in Section 4 of this Agreement. Upon proper completion and execution of an addendum (agreement for additional services), such addendum shall be incorporated into this Agreement and shall have the same force and effect as if the terms of such addendum were a part of this Agreement as originally executed. The performance of services pursuant to an addendum shall be subject to the terms and conditions of this Agreement except where the addendum provides to the contrary, in which case the tens and conditions of any such addendum shall control. In all other respects, any addendum shall supplement and be construed in accordance with the terms and conditions of this Agreement. 4 Performance of Additional Services Prior to Execution of an Addendum. The parties hereby agree that situations may arise in which services other than those described in Section 1 hereof are desired by the City and the time period for the completion of such services makes the execution of addendum impractical prior to the commencement of the Consultant's performance of the requested services. The Consultant hereby agrees that it shall perform such services upon the oral request of an authorized representative of the City pending execution of an addendum, at a rate of compensation to be agreed to in connection therewith. The invoice procedure for any such additional services shall be as described in Section 8 of this Agreement. 5 Consultant's Representations. The Consultant hereby represents and warrants that it has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perform such services. 6. City's Responsibilities. The City shall do the following in a timely manner so as not to delay the services of the Consultant: a. Designate in writing a person to act as the City's representative with respect to the services. The City's designee shall have complete authority to transmit instructions, receive information, interpret and define the City's policies and decisions with respect to the services. b. Furnish the Consultant with all information, criteria, objectives, schedules and standards for the project and the services provided for herein. Page 2 of 6 C. Examine and evaluate all studies, reports, memoranda, plans, and other documents prepared by the Consultant and render decisions regarding such documents in a timely manner to prevent delay of the services. 7 Acceptable Standards. The Consultant shall be responsible to provide, in connection with the services contemplated in this Agreement, work product and services of a quality and professional standard acceptable to the City 8. Compensation. As compensation for the Consultant's performance of the services provided for herein. the City shall pay the Consultant the fees calculated at the rate of Seventy -five Dollars ($75 00) per hour, up to a total contract amount not to exceed fifty thousand and 00 /100 Dollars. ($50,000.00) without further written permission from the City The Consultant shall submit to the City an invoice or statement of time spent on tasks included in the scope of work provided herein, and the City shall process the invoice or statement in the next billing /claim cycle following receipt of the invoice or statement, and shall remit payment to the Consultant thereafter in the normal course, subject to any conditions or provisions in this Agreement or addendum. 9 Time for Performance and Term of Agreement. The Term of this Agreement shall commence on the date hereof or on the 26'h day of May, 2015. The work shall be completed on or before December 31, 2015 10 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 his performance of this Agreement (the "Work Products') shall be owned by and become the property of the City, and may be used by the City for any purpose beneficial to the City. 11 Records Inspection and Audit. All compensation payments shall 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 shall 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. 12. 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 shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 13 Administration of Agreement. This Agreement shall be administered by Pat Bailey, on behalf of the Consultant, and by the Mayor of the City, or designee, on behalf of the City Any written notices required by the terms of this Agreement shall be served on or mailed to the following addresses: Page 3 of 6 City of Auburn Consultant Attn: Michael Hursh Pat Bailey 25 West Main Consultant — Community Health Care Auburn, WA 98001 -4998 2821 21" Ave. Ct NW (253) 931 -3000 FAX (253) 931 -3053 Gig Harbor, WA 98335 14 Notices. All notices or communications permitted or required to be given under this Agreement shall be in writing and shall 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, or if to a person not a party to this Agreement, to the address designated by a party to this Agreement in the foregoing manner. Any party may change his, her or its address by giving notice in writing, stating his, her or its new address, to any other party, all pursuant to the procedure set forth in this section of the Agreement. 15 Insurance. The Consultant shall be responsible for maintaining, during the term of this Agreement and at its sole cost and expense, the types of insurance coverages and in the amounts described below The Consultant shall furnish evidence, satisfactory to the City, of all such policies. During the term hereof, the Consultant shall take out and maintain in full force and effect the following insurance policies: • Automobile Liability insurance covering all owned, non - owned, hired and leased vehicles. 16. Indemnification. The Consultant shall indemnify, defend and hold harmless the City and its officers, agents and employees, or any of them from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, including attorney fees, by any reason of or arising out of the act or omission of the Consultant, its officers, agents, employees, or any of them relating to or arising out of the performance of this Agreement except for injuries and damages caused by the sole negligence of the City If a final judgment is rendered against the City, its officers, agents, employees and /or any of them, or jointly against the City and the Consultant and their respective officers, agents and employees, or any of them, the Consultant shall satisfy the same to the extent that such judgment was due to the Consultant's negligent acts or omissions. 17 Assignment. Neither party to this Agreement shall 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 shall 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. 18 Amendment, Modification or Waiver. No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or Page 4 of 6 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 shall not effect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 19 Termination and Suspension. Either party may terminate this Agreement upon written notice to the other party if the other party fails substantially to perform in accordance with the terms of this Agreement through no fault of the party terminating the Agreement. The City may terminate this Agreement upon not less than seven (7) days written notice to the Consultant if the services provided for herein are no longer needed from the Consultant. if this Agreement is terminated through no fault of the Consultant, the Consultant shall be compensated for services performed prior to termination in accordance with the rate of compensation provided herein. 20 Parties in Interest. This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties hereto 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. 21 Costs to Prevailiniz Part}_ In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under this Agreement, the prevailing parties shall be entitled to receive its reasonable costs and attorney's fees. 22. Applicable Law. This Agreement and the rights of the parties hereunder shall be governed by the interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall 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 shall commence no later than the substantial completion by the Consultant of the services. 23 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 shall 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 As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall 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. Page 5 of 6 24. 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 shall not affect the validity of the remainder of this Agreement. 25. 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 26. Counterparts. This Agreement may be executed in multiple counterparts; each of which shall be one and the same Agreement and shall 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 hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN Nancy Ba V Mayor Attest: Danielle E. Daskam City Clerk CONSULTANT ,S A:a 7%CA k-/ Page 6 of 6 Y STATE f H`- Voi ,M STATE OF WASHINGTON Sole Proprietorship BUSINESS LICENSE PAT BAILEY PAT BAILEY CONSULTANT COMMUNITY HEALTHCARE 2821 21ST AVENUE CT NW GIG HARBOR WA 98335 7951 TAX REGISTRATION REGISTERED TRADE NAMES: PAT BAILEY CONSULTANT COMMUNITY HEALTHCARE Unified Business ID #: 603 496 918 Business ID #: 1 Location 1 This docume. lists the registrations, en, theemesc and licenses authorized for (he business named above.8y acceptingthisdocumen6the litenseecertifiesthe information ontheapplicalion was complete, true, and accurate to the best of his or her knowledge, and that business will be conducted in compliance with all applicable. Washington state, county, and city regulations. Director, Department of Revenue w