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Home My WebLink AboutVALLEY OAK SYSTEMS (AON) - 2009 ~ '" r- '" ~ INSURANCE 001 ON F\L~ WORK MAY 001 PROCEED CLERK OF COUNCIL ---6 6j FIRST AMENDMENT TO flaTE: \?- -l7 VALLEY OAK SYSTEMS ~\ SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT A-2009-l59 \ ~ THIS FIRST AMENDMENT, made and entered into this 8th day of September, 2009, by and between, i AON eSOLUTIONS, INC., ("AON") and the City of Santa Ana, a charter city and municipal corporation , 0<,' duly organized and existing under the Constitution and laws of the State of California ("City"), ~ collectively referred to herein as "the Parties". (:- 2 ~ RE~IIA1~ ~ N-S (' ~ .- .~ o A. The Parties entered into that certain agreement entitled "SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT" (A-2007-049), dated February 20, 2007, (hereinafter "said Agreement"), for maintenance and support services for the AON workers' compensation and liability claims software utilized by the City's Personnel Agency, Risk Management Division. B. The Parties now desire to amend said Agreement to provide continuous service under the terms of said Agreement and to include the provision of a new module designed to assist the City in complying with Medicare and Medicaid reporting requirements. WHEREFORE, in consideration of the mutual and respective covenants and promises hereinafter contained and made, and subject to all of the terms and conditions of said Agreement as hereby amended, the parties hereto do hereby agree as follows: I. Section I, MAINTENANCE AND SUPPORT SERVICE, shall be amended to add subsection "e", which shall read: "AON shall provide its CMS Module which allows the City to comply with Medicare and Medicaid reporting requirements, as set forth in Exhibit A-I, attached hereto and incorporated by this reference." 2. Section 3.a, TERM AND TERMINATION, shall be amended to extend the term for an additional one-year period, through September 30,2010. The term may be extended for up to five additional one-year periods, at the option of the City. 3. Section 4, FEES AND CHARGES, shall be deleted in its entirety and replaced with the following: "a. The fee for the maintenance and support services provided for herein shall not exceed $29,932.93, during the first one year extension of said Agreement. It is hereby agreed that the renewal rate for this Maintenance Agreement shall either be the same as the current year's rate or at an increase not to exceed the Consumer Price Index (CPI) Los Angeles- Riverside - Orange County area. b. City agrees to pay and AON agrees to accept, as full payment for the purchase of the CMS Module, a one-time fee of $15,000. Annual maintenance and support for the CMS Module shall not exceed $5,625.00 during the 2009-10 Agreement term. It is hereby agreed that the renewal rate for maintenance of the CMS module shall either be the same as the current year's rate or at an increase not to exceed the Consumer Price Index (CPI) Los Angeles- Riverside - Orange County area. c. Consulting services, including consulting, custom setup and configuration and installation of new upgrades or updates, shall be billed on a time and materials basis at an hourly rate as set forth in Exhibit B-1, attached hereto and incorporated by this reference. d. Total fees and charges for all services provided pursuant to this Agreement shall not exceed $60,000.00, during the first one-year extension of said Agreement. If the City exercises its option to renew, total fees and charges during the additional one-year extensions shall not exceed $45,000.00, as set forth in Exhibit B-1." 4. Section 12 shall be added to read in full as follows: "12. INDEMNITY FOR CMS MODULE Licensee will indemnify, defend, and hold Licensor, its individual directors, officers, employees and agents, harmless from and against any claims, actions, proceedings or liability of any kind, or any penalties, fines, charges, or expenses of any kind ("Losses"), arising out of Licensee's reliance on the CMS Module or on results obtained through the use of the CMS Module, unless such Losses are as a direct result of the gross negligence or willful misconduct of Licensor or as a direct result of the failure of the CMS Module to operate as detailed in the specifications for the CMS Module. Notwithstanding the foregoing, in no event will Licensor's liability to Licensee or any third party for regulatory fines or penalties of any kind, arising from the failure of the CMS Module to operate as detailed in the CMS specifications, exceed the annual maintenance fee for said CMS Module per contract year; provided, however, that such cap on regulatory fines and penalties shall not apply to any liability arising out of the gross negligence or willful misconduct of Licensor. " 5. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. III III //I IN WITNESS WHEREOF, the parties hereto have executed this Amendment to said Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA 7Y7 ~ ~. /ivij 4,.- MARIA D. HUIZAR Clerk of the Council tLIlJ c2-- DAVIDN. REAM City Manager APPROVED AS TO FORM: AON eSOLUTIONS, INC. JOSEPH W. FLETCHER City Attorney By: La a Sheedy Assistant City Attor Douglas ilson Global Director Operations & Admin