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HomeMy WebLinkAbout25K - AGMT - WORKERS COMP AND LIABILITY CLAIM SOFTWAREREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: SEPTEMBER 16, 2014 TITLE: RENEWAL OF AGREEMENT WITH AON eSOLUTIONS INC. CITY MANAGE CLERK OF COUNCIL USE ONLY: mrU4041P ❑ As Recommended ❑ As Amended ❑ Ordinance on 1„ Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve and authorize the City Manager and Clerk of the Council to execute an agreement with AON eSolutions, Inc. for the software required for the management of the City's workers' compensation and liability claims in an amount not to exceed $55,000 subject to non - substantive changes approved by the City Manager and City Attorney. The agreement includes a provision for a one -year renewal option exercisable by the City Manager and City Attorney in an amount not to exceed $55,000, a total of $110,000 for a two -year period. DISCUSSION The City self- administers its workers' compensation and tort liability claims. Management of these claims requires the use of proprietary software for the processing of payments, claim monitoring and compliance with reporting requirements. The City has utilized AON eSolutions (formerly Valley Oak Systems, Inc.) since March 16, 1999. The agreement with Aon eSolutions expires September 20, 2014. This agreement extends terms of agreement and amendments to September 30, 2016. The agreement renewal reaffirms the amount of annual maintenance fees and the hourly rate of professional services, data conversion, custom development and training. Escrow agent changes are also reflected. The term may be extended for up to one additional one -year period in an amount not to exceed $55,000 annually. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #7 — Team Santa Ana, Objective #5 Promote the use of new technology to improve the delivery of services to staff and the community and 25K -1 Agreement with Aon eSolutions September 16, 2014 Page 2 Objective #6, Provide a positive workplace environment that supports the health of its employees and celebrates its success and Goal. FISCAL IMPACT It is estimated that this agreement will result in an annual cost not to exceed $55,000. Funds are available in the affected departmental accounts Liability & Property Insurance: (account no. 08009051 - 62300) and Workers' Compensation (account no. 08209054 - 62300). 4v- Edward S. Raya Executive Director Personnel Services Agency APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency`r 25K -2 rciTUMA THIS AGREEMENT, made and entered into this 16a day of September, 2014 by and between AON eSolutions, Inc., a California corporation, (hereinafter "Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City). A. Consultant and City entered into Agreement A 1999 -003, Bated March 16,1999, for the installation, training and maintenance of the City's Personnel Services Agency's workers' compensation liability claims software program. Subsequent agreements and extensions have provided the City with uninterrupted use of the Consultant's software program. to �ontinue to utilize Consultant provide e,.rade maintenance and support of '° liability and claims software programs. Consultant represents that it is able end willing • provide such services to the C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in the field of workers' compensation statutory and regulatory compliance and is able to provide upgrades, maintenance and support of both the workers' compensation and liability claims programs to keep it in compliance with statutory and regulatory changes, in a professional and timely u?amer. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES AON agrees to provide the technical support services necessary to remedy any operational difficulties attributable to those software produces in the iVOS Claims Management System which have been licensed to City, as set forth in Exhibit A. AON agrees to provide unlimited phone support from 8.009 AM to 6.00 PM Pacific Time on Weekdays except City holidays. AON agrees to provide periodic product updates and upgrades to the products listed in 1a. Upgrades and updates to the products shall include bug fixes, updating of custom check printing, standard product enhancements, and State of California Worker' Compensation and Gcncral Liability business rule updates and requirements. Software updates and upgrades shall include functionality of previous versions of software, including Bill Review, Employee and Check Reconciliations interfaces. The frequency and timeliness of the updates and upgrades shall be reasonable based on the seriousness of bugs/problems reported by the City and the lead time 25K -3 required for compliance with State of California jurisdiction business rules - in all cases, AON shall provide compliance updates no later than ninety (90) days prior to the effective date of the legislation of regulation. Upon adequate notice of revised regulatory provisions, AON shall indemnify City for all fines and/or penalties imposed by State or Federal regulatory authority for delayed implementation of regulatory provisions. AON shall provide all patches necessary to be compliant with annual benefit rate changes no later than 90 days prior to the effective date of the rate change. Said patches include 1094 patches required for Federal reporting and California annual report data elements. Consultant shall provide services at the level as set forth in the AON Service Level Agreement, attached hereto as Exhibit H and incorporated herein by reference. 1 COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in the Renewal Information sheet, attached hereto as Exhibit A and incorporated herein by reference. The total sum to be expended under this Agreement shall not exceed $55,000.00 per year during the initial term of this Agreement. It is hereby agreed that the compensation rate for this Maintenance Agreement during any extension period 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. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures, Payment need not be made for work which fails to meet the standards ofperformance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on October 1, 2014 and terminate on September 30, 2016, unless terminated earlier in accordance with Section 12, below, The term of this Agreement may be extended far up to three (3) one -year periods upon a writing executed by the City Manager and the City Attorney at the fee as set forth in Section 2, hereof. Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City, This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and 25K -4 wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a Worker's Compensation insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance, Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. b. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in Elul force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without they (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agroement, Such termination shall not eil'eet Consultant's right to be paid for its time and materials expended prior to notification of termination.. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City, 6. INI7E1V NI[+ICAiION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judiQU or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section l of this Agreement; and (2) from any claim that personal injury, damages, just 25K -5 compensation, restitution, judicial or equitable relief is dui by reason of the terms of or affects arising from, this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have beers, suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to pcoonal or property rights arises by reason of the terns o£, or effects arising from this Agreement, City may make all reasonable decisions with respect to its representation in any legal proceeding. If Consultant receives from the City information which due to the nature of such Information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agrccrraent, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City; Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -34) 25K -6 P,O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647.6956 With courtesy copies to: Personnel Services Agency City of Santa Ana 20 Civic Center Plaza (M -41) P.Q. Box 1988 Santa Ana; California 92702 Fax 714- 647- 6994 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O, Sox 1988 Santa Ana, California 92702 Fax 714 -647 -6515 To Consultant: AON cSolutions, inc Attn: Doug Wilson Ann. eSolutions 5000 Executive Parkway Suite 340 San Ramona, CA 94583 P: 770308.5425 F. 770:308.5601 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimite, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND ANMNDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement mud any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written 25K -7 instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City, Each party to this Agreement acknowledges that to representations, inducements, promises or agreements, orally or other wise, have been made by any party, of anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate; or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. i iJ This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subj ect to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement, In the event of termination by City, a refund equal to the remaining prorated Maintenance Agreement price (ix.: Maintenance Agreement price paid by City divided by 12 titres the number of remaining months) shall be paid to City by Consultant within 60 days. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. i HIIR ii:i"i. t'1 - 6 25K -8 This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California, Both parties farther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or also out of, in connection with or by reason of this Agreemment. Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United Stakes, the State of Califmrda, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions, Said inability shall be cause for termination of this Agreement. a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if My set faith in the body of this Agreement. IN WI'T'NESS WTIEREOF, the parties hereto have executed this Agreement the date and year first above written. MARIA D. HUIZAR Clerk of the Council t David Cavazos City Manager 25K -9 SONIA R. CA.RV City Apqrney City Attorney Edward Raya Executive Director Personnel Services Agency CONSULTANT (NAME) 9 tle) Renewal Wormation Sheet 25K -10 Exhibit A Renewal Information Sheet For The City of Santa Ana This letter is to provide documentation for The City of Santa Ana's WOS maintenance fees and hourly cost for consulting, custom setup, installation of new upgrade or updates. L The anticipated cost per year for annual WOS maintenance fees, including CMS module maintenance fees, to include annual'CPOI index increases not to exceed 5%. Current Maintenance Amount: $43,220.89 (5% annual increase) Term 9/1/14 - 9/30/19 — renewal option each year on the anniversary date of 9/1/14. Year 1 $45,381.93 • Year 2 $47,651.03 2. The hourly going rate, over the next 2 years, for Account Management which includes cost of consulting, custom setup, installation of new upgrades or updates or updates. * Year 1(10101/2014- 09/30/2015) Professional Services $200.00 Data Conversion $165.00 Custom Development $250.00 Training $200.00 Year 2(10/01/2015- 09/30/2016) Professional Services $205.00 Data Conversion $175.00 Custom Development $250.00 Training $205.00 25K -11 25K -12 12