HomeMy WebLinkAboutR-2000-036 Ward North America, Inc. On-Line Data Service Agreement for the year 2000P
RESOLUTION NO. R-2000-3_6
A RESOLUTION authorizing the City Manager of the City of Yakima to execute an
On -Line Data Services Agreementwith Ward North America, Inc. for
the purpose: of obtaining on -dine data services to assist with the
administration of the City's workers' compensation claims.
WHEREAS, the City of Yakima desires on-line data services in order to assist
with the administration of its workers' compensation claims; and
WHEREAS, the City does not have the staffing levels or specialized expertise
necessary to provide said on-line data services; and
WHEREAS, Ward North America, Inc_ has the experience and expertise
necessary to perform said on-line data services; and
WHEREAS, Ward North America, Inc. is willing to perform said on-line data
services to assist with the administration of the City's workers' compensation daims in
accordance with the terms and conditions of the attached agreement; and
WHEREAS, the City Council deems it to be in the best interest of the City of
Yakima to contract with Ward North America, Inc. whereby said entity will provide on-
line data services in accordance with the terms 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 On -Line Data Services Agreement with Ward
North America, Inc. for the purpose of obtaining on-line data services to assist with the
administration of its workers' compensation claims.
ADOPTED BY THE CITY COUNCIL this '� day of >p/Ju- , 2000.
AI UST:
City Clerk
ary Place, Mayor
ON-LINE DATA SERVICES AGREEMENT
THIS AGREEMENT is made and- entered into by and between WARD NORTH
AMERICA, INC., with its principal place of business at 610 West Ash Street, San Diego,
California -92101 -(hereinafter referred to as the "Service Company")- and the CITY OF
YAKIMA, with its principal- place of business at 129 North Second Street, Yakima,
Washington 98901 (hereinafter referred to as- "-City").
WHEREAS, City maintains a self-insured plan to cover its workers'
compensation exposures, and±Servfce Company provides claims administration services
in connection therewith_ as setiorth-in_ -the separate service agreement between Service
Company and City.
WHEREAS, City desires that Service Company perfoini additional on-line data
services in connection therewith, -as herein set forth.
NOW, THEREFORE, in consideration of the- mutual covenants, promises, and
conditions set forth herein, it is -agreed by and between -the City and Service Company
as follows:
1, Scope- of Services. The Service Company shall provide the City with the
following on-line data services:
(a) Provide WinAPPC emulation/ communication software and user
documentation.
(b) Allow use of proprietary software necessary to access and utilize
Service Company database.
(c) Provide SURPASS software -and -user documentation.
(d) Provide system access during normal weekday business hours (generally,
5:00 a.m. to 5:00 p.m. Pacific Standard Time) with user help response
staffing from 8:00 a.m. to 5:00 p.m. Pacific Standard Time.
(e) Provide up to two (2) hours of telephonic technical support per user,
per month, at no charge.
(f) Provide system support -documentation.
Subsequent expansion or modification of services, at the option of Service
Company, may be subject to -additional charges.
2. Consideration. In consideration of the services to be performed by Service
Company hereunder, the City shall pay to Service Company:
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(a) A system access charge based on two hundred fifty dollars ($250) per
month which will be billed on a quarterly basis upon installation.
(b) City will directly pay any long distance telephone service charges.
(c) Additional services requested by City will be compensated at such fee and
payment terms as mutually agreed by both parties.
(d) Direct costs associated_ with on-line data services. Such costs shall include
but not be limited to: telephone line installation for both City and Service
Company locations; monthly telephone service costs for City locations;
and hardware costs. These costs will be paid directly by City to the
respective providers or, if initially paid by Service Company, reimbursed
to Service Company by City.
3. Payment. Except as otherwise provided in Section 3 of this Agreement, Service
Company shall submit satisfactory documentation/invoice evidencing services
provided pursuant to this Agreement to the City Human Resources Division Manager
at the end of each month in which such services are provided to the City. The City shall
make payment to Service Company within sixty (60) calendar days of receipt of each
monthly billing; provided, however, that all such payments are expressly conditioned
upon Service Company providing services hereunder that are satisfactory to the City.
4. City Cooperation. The obligation of Service Company to perform its duties
hereunder is -conditioned upon the City's cooperation with Service Company -with
respect to the activities of Service Company.
5. Tenn of Agreement. The term of this Agreement shall be for a period of one (1)
year commencing January 1, 2000 and terminating at midnight on December 31, 2000;
unless sooner terminated by either party in accordance with Section 6 of this
Agreement.
6. Termination. The City or Service Company may terminate this Agreement, with
or without cause, by giving not less than sixty (60) calendar days written notice of
termination to the other party; provided, however, that Service Company may
terminate this Agreement, at its option, after providing the City with ten (10) calendar
days notice in the event that the City fails to pay Service Company for a valid Service
Company invoice within sixty (60) calendar days of receipt by the City of the Service
Company invoice.
7. Status of Contractor. Service Company and the City understand and expressly
agree that Service Company is an independent contractor in the performance of each
and every part of this Agreement. Service Company and its employees shall make no
claim of City employment nor shall claim against the City any related employment
benefits, social security, and / or retirement.
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8. Indemnification.
a. Service Company will indemnify and hold harmless the City, its
elected / appointed officials, officers, employees, and/ or agents from any and all suits,
claims, damages, liability, loss, cost, fines, assessments, penalties or expense (including
reasonable attorneys fees and costs) to which the City, its elected/appointed officials,
officers, employees, and/ or agents may be subjected -solely as a consequence of the
willful misconduct and/or negligent acts or omissions of Service Company, its
directors, officers, employees, agents, subsidiaries, affiliates and subcontractors arising
out of or in connection with the performance or nonperformance of the services, duties,
and obligations required under this Agreement.
b. The City will indemnify and hold harmless Service Company, its
directors, officers, employees, agents, subsidiaries, affiliates and subcontractors from
any and all suits, claims, damages, liability, loss, cost, fines, assessments, penalties or
expense (including reasonable attorneys fees and costs) to which Service Company may
be subjected solely as a consequence of the willful misconduct and/ or negligent
acts/ omissions of the City and/or its elected/ appointed officials, officers, employees,
and/ or agents arising out of or in connection with the performance -or nonperformance
of its duties and obligations required under this Agreement.
c. In the event that the directors, officials, officers, agents, and / or employees
of both the City and Service Company 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 or a right of indemnification in any third party.
9. No Insurance. It is understood the City does not maintain liability insurance for
Service Company and/or its employees.
10. Nondiscrimination Provision. During the performance of this Agreement,
Service Company shall not discriminate in violation of any federal, state, or local law
and/ 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 letniination, rates of
pay or other forms of compensation, selection for training, and the provision of services
under this Agreement.
11. The Americans With Disabilities Act. The Association agrees to comply with
the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA), and its
implementing regulations, and Washington State's anti -discrimination law as contained
in RCW Chapter 49.60 and its implementing regulations. The ADA provides
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comprehensive civil rights to individuals with disabilities in the area of employment,
public accommodations, state and local government services, and telecommunications.
12. Compliance With Law. Service Company agrees to perform those 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.
13. Non -Waiver. The waiver by Service Company 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.
14. Assignment. This Agreement, or any interest herein, or claim hereunder, shall
not be assigned or transferred in whole or in part by Service Company 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 Service Company as stated herein.
15. Severability. If any portion of this Agreement is changed per mutual agreement
or any portion is held invalid, the remainder of the Agreement shall remain in full force
and effect.
16. 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.
17. Notices. Unless stated otherwise herein, all notices and demands shall be in
writing and sent or hand delivered to the parties to their addresses as follows:
TO CITY:
TO Service Company:
Human Resources Manager
City of Yakima
129 N. 2nd St.
Yakima, WA 98901
or to such other 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.
18. Integration and Supersession. This Agreement sets forth all of the terms,
conditions, and agreements of the parties relative to the subject matter hereof and
supersedes any and all such former agreements .Which are hereby declared terminated
and of no further force and effect upon the execution and delivery hereof. There are no
terms, conditions, or agreements with respect thereto, except as herein provided and no
amendment or modification -of this Agreement shall be effective unless reduced to
writing and executed by the parties.
19. Governing Law. This Agreement shall be governed by, interpreted under 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate counterparts as of this /pit, day of $®R/i , 2000.
CITY OF YAKIMA
By: ..
A. Zais, r., City Manager
WARD NORTH AMERICA, INC.
Date: q--10 oO Da fel. (1/4 /a)
City Contract No.: 2000-29
Resolution No. R-2000-36
Page 5
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No.* / 8
For Meeting Of 51- o
ITEM TITLE: Agreement for Ward North America, Inc. On -Line Data Service
SUBMITTED BY: Archie M. Sutton, Human Resources Manager
CONTACT PERSON/TELEPHONE: Archie M. Sutton / 575-6124
SUMMARY EXPLANATION:
The attached Resolution authorizes the City Manager to execute the attached service contract
agreement concerning On -Line Data Service with Ward North America, Inc. to assist in the
expeditious administration of the City's Workers Compensation Program. The term of contract
period shall commence January 1, 2000 and end December 31, 2000. The agreement may be
terminated by either party giving not less than sixty (60) days written notice to the other party
except for non-payment fees.
The total cost of the service will be a S250.00 per month access charge which shall be billed on a
quarterly basis. Projecting an annual fixed cost of $3.000 for access charge and in -coming line
service in administering the Workers' Compensation Program.
Resolution x Ordinance _ Contract _ Other (Specify)
Funding Source 514 Workers Compensation Program
APPROVED FOR SUBMITTAL:
City Manager
STAI-1- RECOMMENDATION: Approve Contract
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION:
Legal BD .Agenda