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HomeMy WebLinkAboutR-1999-029 Novaeon, Inc.RESOLUTION NO. R-99- 29 A RESOLUTION authorizing and directing the City Manager of the City of Yakima to execute a professional services agreement with Novaeon to provide services to Transit Division personnel regarding a paratransit eligibility certification process. WHEREAS, the City of Yakima Transit Division needs professional services to assist with processing paratransit eligibility applications; and WHEREAS, Novaeon has experience and expertise regarding paratransit eligibility certification, and agrees to perform these services for the City under the terms and conditions set forth in the attached agreement; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to enter into an agreement with Novaeon for professional services in accordance with the terms and conditions of the attached agreement; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is hereby authorized and directed to execute the attached and incorporated agreement with Novaeon, Inc. for professional services to assist with the processing of paratransit eligibility applications. ADOPTED BY THE CITY COUNCIL this 16th day of March, 1999. ATTEST: • City Clerk Pkhe/p.ntnnat dipbiLry/tov...>n/tmtat/99 pm John Puccinelli, Mayor SEP -17-1999 11:21 NOVAEON, INC. 2538382388 P.03 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT, hereinafter "Agreement", is made and entered into by and between the City of Yakima, a Washington State municipal corporation, hereinafter the "City", and Novaeon, Inc., a Delaware corporation, hereinafter 'NOVAEON". WHEREAS, the City of Yakima Transit Division needs professional services to assist with processing of paratransit eligibility applications of potential "Dial -A -Ride" clients. WHEREAS, NOVAEON has experience and expertise regarding paratransit eligibility certification, and agrees to perform these services for the City under the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, conditions, promises, and agreements set forth herein, it is agreed by and between the City and NOVAEON as follows: 1. Scope of Services, NOVAEON shall provide the following professional services to the City: a. Evaluate and make an eligibility recommendation on each individual paratransit eligibility application forwarded by Transit Division personnel; b. Advise and oversee Transit Division personnel with regard to internal procedures for processing paratransit eligibility applications in a timely fashion; c. Advise and oversee Transit Division personnel regarding an administrative appeal process for paratransit eligibility applicants; d. Advise and oversee Transit Division personnel with the development of a data base format for paratransit trip eligibility information for use by the Transit Division and the City's paratransit provider ("Access Paratransit"); and 2. Consideration. The City agrees to provide NOVAEON a total sum not to exceed Twenty Thousand Dollars ($20,000.00) as full compensation for all professional services performed under and pursuant to this Agreement. This sum is based upon NOVAEON providing services hereunder at the rate of Sixty Five Dollars ($65) per hour. NOVAEON shall submit satisfactory documentation/invoice evidencing said services to the Transit Division Manager following completion of the class. The City shall make payment to NOVAEON within thirty (30) calendar days upon receipt of the documentation/invoice. All payments are expressly conditioned upon NOVAEON providing services hereunder satisfactory to the City. Page 1 of 5 SEP -17-1999 11:21 NOVAEON, INC. 2538382388 P.04 3. Term of Agreement. The term of this Agreement shall commence upon full execution by all parties and shall terminate at midnight, December 31, 1999, unless sooner terminated by either party in accordance with Section 16 of this Agreement. 4. Status of NOVAEON. NOVAEON and the City understand and expressly agree that NOVAEON is an independent contractor in the performance of each and every part of this Agreement. NOVAEON and its officers, employees, agents, instructors, and subcontractors shall make no claim of City employment nor shall claim any related employment benefits, social security, and/or retirement. 5. Taxes and Assessments. NOVAEON shall be solely responsible for compensating its employees and for paying all related taxes, deductions, and assessments, including but not limited to, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement. In the event the City is assessed a tax or assessment as a result of this Agreement, NOVAEON shall pay the same before it becomes due. 6. Non -Discrimination. During the performance of this Agreement, NOVAEON shall not discriminate in violation of applicable federal, state, and/or local law or regulation on the basis of race, age, color, sex, religion, national origin, creed, marital status, political affiliation, or the presence of any sensory, mental or physical handicap. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. 7. The Americans With Disabilities Act. NOVAEON agrees to comply with the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA), and its implementing regulations. The ADA provides comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, state and local government services, and telecommunications, 8. Compliance With Law. NOVAEON agrees to perform all services under and pursuant to this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. 9. No Insurance„ provided by City. It is understood the City does not maintain liability insurance for NOVAEON and/or its officers, employees, agents, instructors, and/or subcontractors. 10. Indemnification. a. NOVAEON agrees to hold harmless, indemnify, and defend the City, its elected officials, officers, employees, and agents from and against any and all suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees) which result from or arise out of the sole negligence of NOVAEON, its officers, employees, agents, Page 2 of 5 SEP -17-1999 11:22 NOVAEON, INC. 2538382388 P.05 instructors, and subcontractors in connection with or incidental to the performance or non- performance of this Agreement. b. The City agrees to hold harmless, indemnify, and defend NOVAEON, its officers, employees, agents, and instructors from and against any and all suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees) which result from or arise out of the sole negligence of the City, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non-performance of this Agreement. c. In the event that the officials, officers, agents, instructors, employees, and/or subcontractors of both NOVAEON and the City are negligent, each party shall be Liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). d. Nothing contained in this Section or this Agreement shall be construed to create a liability to any third party or a right of indemnification in any third party, 11. Insurance rovided NOVAEON. On or before the date this Agreement is fully executed by the parties, NOVAEON shall provide the City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) combined single limit bodily injury and property damage. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). Said policy shall be in effect for the duration of this Agreement. The policy shall name the City, its elected officials, officers, agents, and employees as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice (any language in the clause to the effect of 'but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or companies rated A-V1I or higher in Best's Guide and admitted in the State of Washington. 12. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by NOVAEON to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of NOVAEON as stated herein. 13. Severability. If any portion of the Agreement is changed per mutual agreement or any portion is held invalid, the remainder of the Agreement shall remain in full force and effect. 14. Integration. This written document constitutes the entire agreement between the parties. No changes or additions to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. Page 3of5 r►.-w-s..u.�, SEP -17-1999 11:22 NOVAEON, INC. 2538382388 P.06 1.5. Non -Waiver. The waiver by NOVAEON or the City of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing any such provision. 16. Termination_ Either party may terminate this Agreement, with or without cause, by giving the other party- ten (10) days advance written notice of termination. 17. Survival. Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this agreement and shall be binding on the parties to this Agreement, 18. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand -delivered to the parties at their addresses as follows: To City: Transit Division Manager Yakima Transit Division 2301 Fruitvale Blvd. Yakima, WA 98902 To NOVAEON: Pat Sullivan President & CEO Novaeon 33600 6th Avenue Federal Way, WA 98003-6743 or to such addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage prepaid or hand -delivered. Such notices shall be deemed effective when mailed or hand -delivered at the addresses specified above. 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 20. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. Page 4 of 5 SEP -17-1999 11:23 NOVAEON, INC. CITY OF YAKIMA By:, R. A. Zais, Jr. City Manager Date: ATTEST; • J/: • hJ -v•-' City Clerk CITY CONTRACT NO. 9 9- 3 3 RESOLUTION NO. Page 5 of 5 R.-99-29 2538382388 P.07 NOVAEON TOTAL P.07 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 13 For Meeting of 3/16/99 ITEM TITLE: Resolution Authorizing and Directing the City Manager and the City Clerk to execute an agreement with Novaeon, Inc. for professional services. SUBMITTED BY: Chris Waarvick, Director of Public Works CONTACT PERSON/TELEPHONE: Bill Schultz, Transit Manager/575-6005 SUMMARY EXPLANATION: This is a new contract with Novaeon to assist staff with the task of implementing the modified Dial -A -Ride (DAR) client eligibility process. As the attached contract indicates, the services to be rendered are as follows: i Evaluate, and make written eligibility recommendation on, individual client applications forwarded to them by staff. ® Advisory oversight of Transit Division intemal procedures for processing applications • Advisory oversight of data base development for client eligibility information • Advisory oversight of client appeal process These services are billed at $65 per hour with a maximum cost not to exceed $20,000. This contract helps us take the next step in the implementation of the Transit Task Force recommendation relative to DAR client eligibility, and a project which the Council has given a high priority. EXHIBITS Resolution X Ordinance Contract Amendment No.2 X Other(Specity) _ Funding Source: Transit Division Operating Budget APPROVED FOR SUBMITTAL: ��--- City Manager STAFF RECOMMENDATION: Approve resolution authorizing contract execution TRANSIT COMMI 1 1 EE RECOMMENDATION: This item was discussed by the Transit Committee at their 2/23/99 meeting. COUNCIL ACTION: