HomeMy WebLinkAbout2011-1141
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Resolution No 2011-114
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING A PURCHASE ORDER TO SUCABA COMPANY,
INC. (SUCABA) FOR THE PROVISION OF WORKERS' COMPENSATION AND
LIABILITY CLAIMS SOFTWARE SERVICES.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AS FOLLOWS:
SECTION 1: The City Manager of the City of San Bernardino is hereby authorized and
directed to execute on behalf of said City an Agreement with Sucaba Company, Inc. to provide
software services for a period of one (1) year with two (2) one (1) year extensions, a copy of
which is attached hereto, marked Exhibit "A" and incorporated herein by reference as fully as
though set forth at length.
SECTION 2: The Purchasing Manager is hereby authorized to issue a Purchase Order t
Sucaba Company, Inc. for software services for the Workers' Compensation and Liabilit
Divisions for a total amount not to exceed $43,000.
SECTION 3: The authorization to execute the above-mentioned agreement is rescinded
if the parties to the agreement fail to sign it within sixty (60) days of the passage of this
resolution.
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2011-114
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING A PURCHASE ORDER TO SUCABA COMPANY,
INC. (SUCABA) FOR THE PROVISION OF WORKERS' COMPENSATION AND
LIABILITY CLAIMS SOFTWARE SERVICES.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
the Common Council of the City of San Bernardino at a ~ oint regular meeting thereof,
held on 6th
COUNCILMEMBERS
MARQUEZ
VACANT
BRINKER
SHORETT
KELLEY
JOHNSON
MCCAMMACK
AYES
x
x
x
x
2011, by the following vote, to wit:
NAYES ABSTAIN ABSENT
Rachel G. Clark, City C rk ~C;~ ~'
The foregoing resolution is hereby approved this
June .2011.
O~
day of~
atri J. Morns, r
Ci of San Bernardino
Approved as to form:
JAMES F. PENMAN,
City Attorney ,,r
r'
Y~
day of June
HR/Agenda Items:Reso.SUCABA.2011
2011-114 EXHIBIT "A"
1 VENDOR SERVICE AGREEMENT
2
This VENDOR Service Agreement is entered into this 1St day of July, 2011, by and
3
between SUCABA ("VENDOR") and the CITY of San Bernardino ("CITY").
4
WITNESSETH:
5
6 WHEREAS, the Mayor and Common Council has determined that it is advantageous an
7 in the best interest of the CITY to utilize Workers' Compensation and Liability software; and
8 WHEREAS, the VENDOR is competent, experienced and able to perform said services;
9 NOW, THEREFORE, the parties hereto agree as follows:
10 1 SCOPE OF SERVICES.
11 For the remuneration stipulated, San Bernardino hereby engages the services o
12
VENDOR to provide its C1aimLink Claims Information System (C1aimLink) so ware t.
13
CITY via its HP3000 computer server, for an unlimited period in accordance with th
14
attached letter dated May 10, 2011, hereinafter referred to as Exhibit A.
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2. COMPENSATION AND EXPENSES.
16
a. For the services delineated above, the CITY, upon presentation of an invoice
17
18 shall pay VENDOR the amount of monthly invoices for services rendered durir.
19 the previous month. Invoices shall include task description, the number of hou
20 spent on each task, and applicable hourly rate. Cost not to exceed $43,0(
21 annually.
22 b, No other expenditures made by VENDOR shall be reimbursed by CITY.
23 3. TERM.
24
The term of this Agreement shall be for a period of one (1) year with two (2) one
25
extensions.
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2011-114
1 This Agreement may be terminated at any time by thirty (30) days' written notice by
2 either party. The terms of this Agreement shall remain in force unless mutually amended
3 The duration of this Agreement may be extended with the written consent of both parties.
4 4. INDEMNITY.
5
VENDOR agrees to and shall indemnify and hold the CITY, its elected officia
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employees, agents or representatives, free and harmless from all claims, actions, amage
7
and liabilities of any kind and nature arising from bodily injury, including death, c
8
property damage, based or asserted upon any actual or alleged act or omission
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VENDOR, its employees, agents, or subcontractors, relating to or in any way connec
10
11 with the accomplishment of the work or performance of services under this Agreem
12 unless the bodily injury or property damage was actually caused by the sole negligence
13 the CITY, its elected officials, employees, agents or representatives. As part of t
14 foregoing indemnity, VENDOR agrees to protect and defend at its own expen
15 including attorney's fees, the CITY, its elected officials, employees, agents
16 representatives from any and all legal actions based upon such actual or alleged acts
17
omissions. VENDOR hereby waives any and all rights to any types of express or imp iec
18
indemnity against the CITY, its elected officials, employees, agents or representatives
19
with respect to third party claims against the VENDOR relating to or in any wad
20
connected with the accomplishment of the work or performance of services under thi
21
22 II Agreement.
23 5 • INSURANCE.
24 While not restricting or limiting the foregoing, during the term of this A~
25 I I VENDOR shall maintain in effect policies of comprehensive public, general and
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2011-114
1 automobile liability insurance, in the amount of $1,000,000.00 combined single limit, anc
2 statutory Workers' Compensation coverage in accordance with the laws of the State o
3 California. VENDOR shall maintain professional malpractice insurance for professiona
4
negligence, including errors, omissions, or other professional acts in t e amount o
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$100,000.00. VENDOR shall file Certificate(s) of Insurance with the CITY's Risl
6
Manager prior to undertaking any work under this Agreement. CITY shall be set forth a
7
an additional named insured in each Certificate of Insurance provided hereunder. Th
8
Certificate(s) of Insurance furnished to the CITY shall require the insurer to notify CIT`
9
10 of any change or termination in the policy.
11 6• NON-DISCRIMINATION.
12 I I In the performance of this Agreement and in the hiring and recruitment of
13 VENDOR shall not engage in, nor permit its officers, employees or agents to engage
14 discrimination in employment of persons because of their race, religion, color, natic
15 II origin, ancestry, age, mental or physical disability, medical condition, marital
16 II sexual gender or sexual orientation, or any other status protected by law, except
17
permitted pursuant to Section 12940 of the California Government Code.
18
7. CONFIDENTIALITY.
19
VENDOR understands and agrees that CITY, as a public entity, and can mainl
20
VENDOR'S confidentiality only to the extent that doing so does not conflict with
21
duties under the California Public Records Act, the Ralph M. Brown Act or any o1
22
23 I I requirement of law, regulation, rule, or court or other government decision.
24 I I g• INDEPENDENT CONTRACTOR.
2s ~ ~ VENDOR shall perform work tasks provided by this Agreement, but for all intents and
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2011-114
1 purposes VENDOR shall be an independent contractor and not an agent or employee o
2 the CITY. VENDOR shall secure, at its expense, and be responsible for any and al
3 payment of Income Tax, Social Security, State Disability Insurance Compensation
4 Unemployment Compensation, and other payroll deductions for VENDOR and it
5
officers, agents, and employees, and all business licenses, if any are required, i
6
connection with the services to be performed hereunder.
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9. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
s
VENDOR warrants that it possesses or shall obtain, and maintain, a business registratio
9
certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits.
10
11 qualifications, insurance and approval of whatever nature legally required of VENDOR
12 to practice its business or profession.
13 10. NOTICES.
14 Any notice to be given pursuant to this Agreement shall be deposited with the Unite
15 States Postal Service, postage prepaid and addressed as follows:
16 TO THE CITY:
1 ~ Linn Livingston, Director of Human Resources
300 North "D" Street, 2°d Floor
18 San Bernardino, CA 92418
19 Telephone: (909) 384-5161
20 TO THE VENDOR:
21 Sucaba Company, Inc.
Risk Management Information Systems
22 Donald W. Mead, President
205 N. Second Avenue
23 Arcadia, CA 91006
(626) 574-6850
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2011-114
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13.
ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement, the
prevailing party shall be entitled to recover from the opposing party all costs and
expenses, including reasonable attorneys' fees, incurred by the prevailing party in the
exercise of any of its rights or remedies hereunder or the enforcement of any of the terms,
conditions or provisions hereof. The costs, salary and expenses of the City Attorney and
members of his office in enforcing this Agreement on behalf of the CITY shall be
considered as "attorneys' fees" for the purposes of this paragraph.
ASSIGNMENT.
VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
encumber all or any part of the VENDOR'S interest in this Agreement without CITY'S
prior written consent. Any attempted assignment, transfer, subletting or encumbrance
shall be void and shall constitute a breach of this Agreement and cause for the
termination of this Agreement. Regardless of CITY's consent, no subletting or
assignment shall release VENDOR of VENDOR'S obligation to perform all other
obligations to be performed by VENDOR hereunder for the term of this Agreement.
VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of
San Bernardino, State of California or the U.S. District Court for the Central District of
California, Riverside Division. The aforementioned choice of venue is intended by the
parties to be the mandatory and not permissive in nature.
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2011-114
1 14. GOVERNING LAW.
2 This Agreement shall be governed by the laws of the State of California.
3 15. SUCCESSORS AND ASSIGNS.
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This Agreement shall be binding on and inure to the benefit of the parties to this
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Agreement and their respective heirs, representatives, successors, and assigns.
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16. HEADINGS.
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The subject headings of the sections of this Agreement are included for the purposes ~
8
convenience only and shall not affect the construction or the interpretation of any of i
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to provisions.
11 17. SEVERABILITY.
12 If any provision of this Agreement is determined by a court of competent jurisdiction to
13 be invalid or unenforceable for any reason, such determination shall not affect the
14 validity or enforceability of the remaining terms and provisions hereof or of the offendir
15 provision in any other circumstance, and the remaining provisions of this Agreement
16 shall remain in full force and effect.
17
18.
ENTIRE AGREEMENT; MODIFICATION.
is
This Agreement constitutes the entire agreement and the understanding between the
19
parties, and supersedes any prior agreements and understandings relating to the subject
20
manner of this Agreement. This Agreement may be modified or amended only by a
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written instrument executed by all parties to this Agreement.
22
23 ~~~~
24 ~~~~
25 ~~~~
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2011-114
1 ~ ~ IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
2 and date first above shown.
3 ATTEST: CITY OF SAN BERNARDINO
4
5 I I Rachel Clark, City Clerk
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11 Approved as to form:
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13 JAMES F. PENMAN
14 City Attorney
15 By:
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25 I I S:Agenda Items:SUCABA:Agreement.SUCABA.2011
Charles McNeely, City Manager
SUCABA COMPANY, INC.
By:
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2011-114
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VENDOR SERVICE AGREEMENT
This VENDOR Service Agreement is entered into this ls` day of July, 2011, by and
between SUCABA ("VENDOR") and the CITY of San Bernardino ("CITY").
WITNESSETH:
WHEREAS, the Mayor and Common Council has determined that it is advantageous and
in the best interest of the CITY to utilize Workers' Compensation and Liability software; and
WHEREAS, the VENDOR is competent, experienced and able to perform said services;
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages the services o
VENDOR to provide its ClaimLink Claims Information System (C1aimLink) software t~
CITY via its HP3000 computer server, for an unlimited period in accordance with th~
attached letter dated May 10, 2011, hereinafter referred to as Exhibit A.
2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an in
shall pay VENDOR the amount of monthly invoices for services rendered c
the previous month. Invoices shall include task description, the number of h~
spent on each task, and applicable hourly rate. Cost not to exceed $43,
annually.
b. No other expenditures made by VENDOR shall be reimbursed by CITY.
3. TERM.
The term of this Agreement shall be for a period of one (1) year with two (2) one (1)
extensions.
1
2011-114
1 This Agreement may be terminated at any time by thirty (30) days' written notice b:
2 either party. The terms of this Agreement shall remain in force unless mutually amended
3 The duration of this Agreement maybe extended with the written consent of both parties.
4
4. INDEMNITY.
5
VENDOR agrees to and shall indemnify and hold the CITY, its elected officials
6
employees, agents or representatives, free and harmless from all claims, actions, damage
7
and liabilities of any kind and nature arising from bodily injury, including death, o
8
property damage, based or asserted upon any actual or alleged act or omission o
9
l0 VENDOR, its employees, agents, or subcontractors, relating to or in any way connecter
11 with the accomplishment of the work or performance of services under this Agreement
12 unless the bodily injury or property damage was actually caused by the sole negligence o
13 the CITY, its elected officials, employees, agents or representatives. As part of the
14 foregoing indemnity, VENDOR agrees to protect and defend at its own expense
15 including attorney's fees, the CITY, its elected officials, employees, agents o
16 representatives from any and all legal actions based upon such actual or alleged acts o
17
omissions. VENDOR hereby waives any and all rights to any types of express or implies
18
indemnity against the CITY, its elected officials, employees, agents or representatives
19
with respect to third party claims against the VENDOR relating to or in any way
20 y
connected with the accomplishment of the work or performance of services under thi;
21
Agreement.
22
23 5. INSURANCE.
24 While not restricting or limiting the foregoing, during the term of this Agreement
25 VENDOR shall maintain in effect policies of comprehensive public, general and
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2011-114
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automobile liability insurance, in the amount of $1,000,000.00 combined single limit,
statutory Workers' Compensation coverage in accordance with the laws of the State
California. VENDOR shall maintain professional malpractice insurance for professio
negligence, including errors, omissions, or other professional acts in the amount o
$100,000.00. VENDOR shall file Certificate(s) of Insurance with the CITY's Risl
Manager prior to undertaking any work under this Agreement. CITY shall be set forth a
an additional named insured in each Certificate of Insurance provided hereunder. Thf
Certificate(s) of Insurance furnished to the CITY shall require the insurer to notify CITE
of any change or termination in the policy.
6. NON-DISCRIMINATION.
17
In the performance of this Agreement and. in the hiring and recruitment of employees
VENDOR shall not engage in, nor permit its officers, employees or agents to engage in
discrimination in employment of persons because of their race, religion, color, nationa
origin, ancestry, age, mental or physical disability, medical condition, marital status
sexual gender or sexual orientation, or any other status protected by law, except a:
permitted pursuant to Section 12940 of the California Government Code.
CONFIDENTIALITY.
VENDOR understands and agrees that CITY, as a public entity, and can maintai
VENDOR'S confidentiality only to the extent that doing so does not conflict with i~
duties under the California Public Records Act, the Ralph M. Brown Act or any othe
requirement of law, regulation, rule, or court or other government decision.
8. INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
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2011-114
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purposes VENDOR shall be an independent contractor and not an agent or employee o
the CITY. VENDOR shall secure, at its expense, and be responsible for any and al
payment of Income Tax, Social Security, State Disability Insurance Compensation
Unemployment Compensation, and other payroll deductions for VENDOR and it
officers, agents, and employees, and all business licenses, if any are required, i1
connection with the services to be performed hereunder.
9. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
VENDOR warrants that it possesses or shall obtain, and maintain, a business registratioi
certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits
qualifications, insurance and approval of whatever nature legally required of VENDOF
to practice its business or profession.
10. NOTICES.
Any notice to be given pursuant to this Agreement shall be deposited with the Uni
States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
Linn Livingston, Director of Human Resources
300 North "D" Street, 2°d Floor
San Bernardino, CA 92418
Telephone: (909) 384-5161
TO THE VENDOR:
Sucaba Company, Inc.
Risk Management Information Systems
Donald W. Mead, President
205 N. Second Avenue
Arcadia, CA 91006
(626) 574-6850
4
2011-114
1 11. ATTORNEYS' FEES
2 In the event that litigation is brought by any party in connection with this Agreement, the
3 prevailing party shall be entitled to recover from the opposing party all costs and
4
expenses, including reasonable attorneys' fees, incurred by the prevailing party in the
5
exercise of any of its rights or remedies hereunder or the enforcement of any of the terms.
6
conditions or provisions hereof. The costs, salary and expenses of the City Attorney and
7
members of his office in enforcing this Agreement on behalf of the CITY shall be
8
considered as "attorneys' fees" for the purposes of this paragraph.
9
10 12. ASSIGNMENT.
t 1 VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
12 encumber all or any part of the VENDOR's interest in this Agreement without CITY's
13 prior written consent. Any attempted assignment, transfer, subletting or encumbrance
14 shall be void and shall constitute a breach of this Agreement and cause for the
15 termination of this Agreement. Regardless of CITY's consent, no subletting or
16 assignment shall release VENDOR of VENDOR's obligation to perform all other
17
obligations to be performed by VENDOR hereunder for the term of this Agreement.
18
13. VENUE.
19
The parties hereto agree that all actions or proceedings arising in connection with this
20
Agreement shall be tried and litigated either in the State courts located in the County of
21
San Bernardino, State of California or the U.S. District Court for the Central District of
22
23 California, Riverside Division. The aforementioned choice of venue is intended by the
24 parties to be the mandatory and not permissive in nature.
25
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2011-114
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1114.
15
GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs, representatives, successors, and assigns.
16. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes o
convenience only and shall not affect the construction or the interpretation of any of it
provisions.
17. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the
validity or enforceability of the remaining terms and provisions hereof or of the offer
provision in any other circumstance, and the remaining provisions of this Agreement
shall remain in full force and effect.
18. ENTIRE AGREEMENT; MODIFICATION.
22
23 ////
24 ~////
25
////
This Agreement constitutes the entire agreement and the understanding between the
parties, and supersedes any prior agreements and understandings relating to the subject
manner of this Agreement. This Agreement maybe modified or amended only by a
written instrument executed by all parties to this Agreement.
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2011-114
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and date first above shown.
ATTEST:
~~~~ ~i ~,C d~~
RaEhel Clark, City Clerk
~~t ~~ C~~-/~ C'-~.C
d" ~`
CITY O SAN BERNARDINO
Char es McNeely, C ty M ager
SUCABA COMPANY, INC.
~~
.~..~
By:
Approved as to form:
JAMES F. PENMAN
City Attorney
7~ ~- r
25 ~ ~ S:Agenda Items:SUCABA:Agreement.SUCABA.20] l
7
2011-114
UC(~bcl Company, Inc.
R I S K ~"~ A N A G E M E N T ~ N F O R M A T I O N S Y S T E M S
May 10, 2011
Rhonda Haynes, Workers' Comp Manager
City of San Bernardino
300 North "D" Street
San Bernardino, CA 92418-0001
Dear Rhonda,
It has been three years since we last renewed our agreement to provide the City of San
Bernardino with our C1aimLink software system for processing of workers'
compensation and liability claims. The basic agreement calls for rate increases, as long
as those increases do not exceed the consumer price index, and do not cause the annual
costs for the City for these services to exceed $43,000. Last calendar year your actual
charges were about $5,000 less than this cap.
We do understand your extremely tight financial situation in the City, as we are sure that
taxes and fees you receive are less than they were in years past. We, too, are finding that
our revenues are down, and that our costs have increased. However, in the interests of
balancing you needs and our needs, we suggest that there be no increase (or decrease) in
fees for our services during the next fiscal year, and hope that subsequently things will
return more closely to normal, and we might revisit the issue of pricing. In any event,
we suggest that you maintain your cap on our fees at $43,000, as that figures gives us a
little wiggle room should the volume of claims take a sharp spike upwards.
If you have any questions, please call me. We thank you for your business, and thank
you for being one of our premier clients.
Very truly yours,
~~
Donald W. Mead
President
DWM:cm
'4 ~i'
c
;~ d,~,s, .., .~~.
~.
rF~ri:~:t. +.
." > `%i•
~ t Yj~~~~f
~''? ~ ^~
205 N. Second Avenue,Arcadia, CA 91006 Tel: (626) 574-6850 Fax: (626) 574-6890 http://www.sucaba.com