HomeMy WebLinkAbout02/21/2012 04L Paratransit Service Contract Assignment to Medstar, LLC t r�
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT ^
Item No. 1 1 L
For Meeting of: February 21, 2012
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ITEM TITLE: Resolution authorizing City Manager to execute
consent to assignment of contract for paratransit (Dial -
A -Ride) services, from Medstar Cabulance, Inc. to
Medstar, LLC.
SUBMITTED BY: Mark Kunkler, Senior Assistant City Attorney
CONTACT Mark Kunkler / 575 -3552
PERSON/TELEPHONE:
SUMMARY EXPLANATION:
The City of Yakima recently contracted with Medstar Cabulance, Inc. for the
provision of paratransit (Dial -A -Ride) services. Medstar Cabulance, Inc. has recently
formed a new limited liability entity, Medstar, LLC, to manage and operate the
paratransit service. Medstar Cabulance, Inc. has requested the City's consent to the
assignment of the paratransit services contract to Medstar, LLC. Under the contract,
the assignment is permitted upon prior written consent of the City of Yakima. The
consent to assignment makes no other change to the underlying contract.
Resolution X Ordinance Other Assignment of
(specify) Contract
Contract: Mail to: Kenneth W. Harper, Esq., 807 North 39th
Avenue, Yakima, WA 98902
Contract Term: Amount: Expiration Date:
Insurance Required? No
Funding Not Applicable Phone: (509) 575 -0313
Source:
APPROVED FOR City Manager
SUBMITTAL:
STAFF RECOMMENDATION:
Approve the Resolution and authorize execution of the consent to Assignment of
Contract.
BOARD /COMMISSION RECOMMENDATION:
ATTACHMENTS:
Click to download
❑ Resolution authorizing execution of consent to Assignment of Contract
❑ Assignment of Contract
RESOLUTION NO. R -2012-
A RESOLUTION authorizing the City manager to execute consent to assignment of
paratransit service contract from Medstar Cabulance, Inc. to
Medstar, LLC.
WHEREAS, on December 13, 2011, the City of Yakima (City) entered into an
agreement with Medstar Cabulance, Inc. for the provision of paratransit (Dial -A -Ride)
services, which agreement (Contract No. 2011 -99) was authorized pursuant to Resolution
No. R- 2011 -179; and
WHEREAS, the agreement provides that such contract may be assigned upon
satisfaction of certain conditions, with the prior written consent of the City; and
WHEREAS, Medstar Cabulance, Inc. has formed a new limited liability entity
under the laws of the State of Washington, which corporation is Medstar, LLC, for the
purposes of administering and performing paratransit services, and
WHEREAS, Medstar Cabulance, Inc. has requested the City's consent to assign
the paratransit services contract described above to Medstar, LLC, all in accordance with
the provisions of said contract;
WHEREAS, the City Council finds and determines that approval of such consent
to assign is in the best interests of residents of the City of Yakima, will promote the
purposes and provision of paratransit services, and will promote the general health, safety
and welfare, therefore;
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to execute the consent to Assignment of
Contract, from Medstar Cabulance, Inc. to Medstar, LLC, a copy of which is attached
hereto as Exhibit "A" and incorporated herein by this reference.
ADOPTED BY THE CITY COUNCIL this 21 day of February, 2012.
ATTEST: Micah Cawley, Mayor
City Clerk
ASSIGNMENT OF CONTRACT
THIS ASSIGNMENT is by Medstar Cabulance, Inc. ( "Assignor "), a
Washington corporation, to Medstar, LLC ( "Assignee "), a Washington limited liability
company.
The parties agree as follows:
For and in consideration of one dollar and other good and valuable
consideration, receipt of which is hereby acknowledged, Assignor hereby assigns,
transfers, and sets over to Assignee all of Assignor's right, title, and interest in and to that
certain contract described as follows:
Contract concerning performance of ADA paratransit services, City of Yakima
Contract No. 201 1. -99, pursuant to City of Yakima Resolution No. R 2011 -179,
executed by the City of Yakima on or about December 13, 2011, and by Medstar
Cabulance, Inc., on or about December 5, 2011.
Assignor warrants and represents that said contract is in full force and effect
and is assignable upon the prior written consent of the City of Yakima, which prior written
consent is set forth below. Assignor further warrants that, with said prior written consent,
it has the full right and authority to transfer said contract and that the contract rights herein
transferred are free of lien, encumbrance, or adverse claim. Said contract has not been
modified and remains on the terms contained therein.
Assignee hereby assumes and agrees to perform all remaining obligations of
Assignor under the contract and agrees to indemnify and hold Assignor harmless from any
claim or demand resulting from non - performance by Assignee. Assignee shall be entitled
to all monies remaining to be paid under the contract, which rights are also assigned
hereunder.
This assignment shall become effective as of the date last executed and shall
be binding upon and shall inure to the benefit of each party and its successors and assigns.
MEDSTAR CABULANCE, INC., a
Washington corporation
Date B
JUSTIN BERGENER
Assignment of
Contract - 1
Its: Vice President and Chief Executive
Officer
MEDSTAR, LLC, a Washington limited
liability company
Date B
JUSTIN BERGENER, Vice President
and Chief Executive Officer of Medstar
Cabulance, Inc., on behalf of
Medstar, LLC, as its Manager
CONSENT
The City of Yakima, party to the above described contract, hereby consents to this
assignment of contract and affirms that no modification of the contract is made or
intended, except that Assignee is now and hereafter substituted for Assignor for all
purposes under the contract.
CITY OF YAKIMA, a Washington
municipal corporation
Date B
MICHAEL A. MORALES, Interim City
Manager
ATTEST:
Date B
DEBORAH K. KLOSTER, City Clerk
Assignment of
Contract - 2