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HomeMy WebLinkAboutR-2001-050 Ward North America, Inc. Agreement (On-Line Data Services).RESOLUTION NO. R-2001- 50 A RESOLUTION authorizing the City Manager of the City of Yakima to execute an 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 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 claims 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 20tay of March, 2001. ATTEST: GYn City Clerk Ok)res/ward north america/on-Ime/2001/pm ON-LINE DATA SERVICES AGREEMENT THIS ON-LINE DATA SERVICES AGREEMENT (hereinafter "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 the "Service Company") and the CITY OF YAKIMA, with its principal place of business at 129 North Second Street, Yakima, Washington 98901 (hereinafter the "City"). WHEREAS, City maintains a self-insured plan to cover its workers' compensation exposures, and Service Company provides claims administration services in connection therewith as set forth in the separate service agreement between Service Company and City. WHEREAS, City desires that Service Company perform 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 data base. (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: (a) A system access charge based on two hundred fifty dollars ($250) per month which will be billed on a quarterly basis upon installation. Page 1 (1k)agr/workers comp ward on line data 2001/pm (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. Term of Agreement. The term of this Agreement shall be for a period of one (1) year commencing January 1, 2001 and terminating at midnight on December 31, 2001; 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. Taxes. The City shall pay any sales or use taxes or other taxes or government assessments or duties relating to this Agreement or to payments or services to be rendered under this Agreement in addition to all other payments set forth in this Agreement. If Service Company makes payment of any such taxes or government assessments or duties, the City shall promptly reimburse Service Company. This paragraph does not apply to federal or state taxes based upon net income which are imposed on Service Company. 8. Status of Service Company. 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 any related employment benefits, social security, and/or retirement benefits. Page 2 (1k)agr/workers comp ward on line data 2001/pm 9. 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. 10. No Insurance. It is understood the City does not maintain liability insurance for Service Company, its officers, agents and/or employees. 11. 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 termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. 12. 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 comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, state and local government services, and telecommunications. 13. 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 Page 3 (lk)agr/workers comp ward on line data 2001/pm regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. 14. 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. 15. 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. 16. 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. 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 to their addresses as follows: TO CITY: TO Service Company: Human Resources Manager City of Yakima 129 N. 2nd St. Yakima, WA 98901 UI%l4lLb Woat.TN A M ERIc /4 LI ( '7n a ye, Wes r Su t ta.. C 'flea N.4q �vr9 4:18446 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. 19. 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. 20. Governing Law. This Agreement shall be governed by, interpreted under and construed in accordance with the laws of the State of Washington. Page 4 (1k)agr/workers comp ward on line data 2001/pm 21. 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 EREOF, the parties hereto have executed this Agreement in duplicate counterparts as of this rf� day of (9 , 2001. CITY OF YAKIMA WARD NORTH AMERICA, INC. By: ; By: R. A. Zais, Jr., Cit7Manager Its: Date: 3 ` & - O / ATTEST: City Clerk City Contract No.: 20n1-1-4 '} Resolution No.. R-2001-50 Page 5 (1k)agr/workers comp ward on line data 2001/pm BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 11 A For Meeting Of 3 - a o- 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, 2001 and end January 1, 2002. 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 $250.00 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 X Other (Specify) Funding Source 514 Workers Compensation Program APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: Approve Contract BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2001-50 Human Resources/Agenda Ward North America/2001