HomeMy WebLinkAboutR-2003-025 2003-2004 Ward North America, Inc. Agreement (re: on-line data services / workers’ compensation claims)RESOLUTION NO. R-2003-25
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 18th day of February, 2003
ATTEST:
City Clerk
(1k)res/ward north america/on-Zine/2000/ pm
Marl ` ace, Mayor
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, Suite 1900, San Diego, CA 92101 (hereinafter the "Service
Company") and the CITY OF YAKIMA, with its principal place of business at 129 North
Second Street, Yakima, WA 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
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)
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Provide up to two (2) hours of telephonic support per user, per month, at no charge.
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.
(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 Resource 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 two (2) years
commencing January 1, 2003 and terminating at midnight on December 31, 2004; 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 either party giving not less than sixty (60) calendar days written notice of
termination; provided, however, that Service Company may terminate this Agreement, at its
option, after providing the City with ten (10) calendar days written notice of termination 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.
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9. Indemnification and Hold Harmless.
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 and 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 of other forms of compensation,
selection for training, and the provision of services under this Agreement.
12. The Americans With Disabilities Act. Service Company 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.
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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
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 North Second Street
Yakima, WA 98902
Compliance Manager
Ward North America, Inc.
610 West Ash Street, Suite 1900
San Diego, CA 92101
With a copy to:
Branch Manager
Ward North America, Inc.
2121 70th Avenue West, Suite C
Tacoma, WA 98466
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.
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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.
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 WHEREOF, the parties hereto have executed this Agreement in
duplicate counterparts as of this RS 14" day of Deeember, 2002. ,ts,c,
'�t1a+•�►„r, aeo3,
CITY OF YAKIMA WARD NORTH AMERICA, INC.
By:
Name: Richard A . Zai, Jr.
Title: city Manager,
Date: avrka. r .26-- (2,003
ATTEST:
City Clerk
Resolution No. R-2003-25
Contract No. 2003-70
By:
Name:
Title:
Date:
/2‘I% 911
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No.
For Meeting Of Feb. 18, 2003
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, 2003 and
end December 31, 2004. The agreement may be terminated by either party giving not less than (60) days
written notice to the other party except for non-payment fees.
The total cost of the service will be $250 per month access charge which will 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. The term of this Agreement shall be for a period of two (2) years
commencing 1/1/03 and terminating at midnight on 12/31/04.
Resolution x Ordinance _ Contract _ Other (Specify)
Funding Source 514 Workers Compensation Program
APPROVED FOR SUBMITTAL:
City Manager
STAFF RECOMMENDATION: Approve Contract
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION: Resolution adopted. RESOLUTIO NO. R-2003-25
Legal BD/Agenda
Ward/NA