HomeMy WebLinkAboutEmployee Benefit Statements Service Agreement
Augusta Richmond GA
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YEAR: r;J]OO
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BOX NUMBER: ~
FILE NUMBER- 141 Lh5
NUMBER OF PAGES: 7
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EMPLOYEE BENEFIT STATEMENTS
SERVICE AGREEMENT
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THIS SERVICE AGREEMENT (the" Agreement") is ~ade and entered into this 4- day of
~ ' 2000, between SELECT BENEFIT . CONSULTANTS, INC., a Georgia
Corporation whose principle office is located at 4571-B Cox Road, Evans, Georgia 30809 (the "Vendor")
and the AUGUSTA RICHMOND COUNTY, whose principle office is located at 530 Greene Street,
Augusta, Georgia 30911 (the "Customer").
WITNESSETH:
WHEREAS, Customer desires Vendor to perform certain processing services including the
preparation of personalized employee benefit statements for each participating employee of the
Customer; and
WHEREAS, Vendor desires to perform such processing services including the preparation of
personalized employee benefit statements for each participating employee of the Customer upon the
terms and conditions contained herein.
NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein,
the parties hereto agree as follows.
1. Definitions. For purposes of this Agreement, the following definitions shall apply:
(a) "Processing services" shall mean Processing and Printing.
(b) "Processing" shall mean the computing, manipulation, processing and storage of
employee census data and related benefit information supplied by Customer in connection with all
employee benefits offered to participating employees of the Customer including, without limitation,
benefits available under all pension plans, disability plans, group life insurance plans, major medical
..
insurance plans, sickness, accident, and health insurance plans, dental plans, vision plans, cancer plans,
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cafeteria plans, and other benefit plans of the Customer.
(c) "Printing" shall mean the preparation and printing of personalized employee
benefit statements for each participating employee of the Customer.
2. Term. The term of this Agreement shall begin on the effective date hereof and shall end
on December 31, 2000, unless otherwise terminated or canceled by either party upon thirty (30) days
written notice given to the other party as provided below.
3. Vendor's Services and Duties. The Vendor shall perform the following services and
provide the following documents to the Customer:
(a) Vendor shall perform the processing services described herein and shall prepare a
personalized employee benefit statement for each employee participating in the benefit plans of the
Customer.
(b) Vendor shall furnish to the Customer a proof of all numbers and text for the
personalized benefit statements for review and approval by the Customer no later than 15 days prior to
the final printing of the benefit statements.
(c) Vendor shall provide the statements described herein no later than May 31,2000.
4. Customer's Duties.
(a) No later than March 20, 2000, customer shall supply Vendor with all employee
census data and related benefit information in the format specified by Vendor. Customer shall have the
sole obligation for the accuracy of the data and records submitted to Vendor and Vendor shall be
responsible for the accuracy of the inputted data and records. The date for submission of data and
records may be extended only by written mutual agreement of both Customer and Vendor. If Customer
fails to provide the data and records by the time specified herein, including extensions, Vendor may, at
its option, cancel this Agreement, in which event Customer shall forfeit any prepayment of fees specified
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herein.
5. Charges. In consideration of the performance of acceptable processing services by Vendor
hereunder, Customer shall pay Vendor the following charges:
(a) A set-up fee of One Thousand ($1,000.00) Dollars payable within ten (10) days
after the execution of this Agreement.
(b) A charge of Nine Dollars and Seventy Five Cents ($9.75) per partICIpating
employee of Customer for which benefit statements are produced by Vendor, with fifty (50%) percent
payable upon the execution hereof and fifty (50%) percent payable within ten (10) days after completion
and delivery of the benefit statements by Vendor to Customer. Accordingly, the sum of Twenty-Four
Thousand Four Hundred Dollars ($23,400.00), representing a charge of Nine Dollars and Seventy Five
Cents ($9.75) per employee based on an estimate of 2,400 participating employees, shall be due upon the
execu.tion hereof. The balance due upon completion will be an amount equal to the product of Nine
Dollars and Seventy Five Cents ($9.75) multiplied byrhe actual number of participating employees of
the Customer for which benefit statements are prepared by the Vendor, less the down payment of
$11,700.00, and shall be due and payable within ten (10) days after receipt of Vendor's invoice following
the completion and delivery of the benefit st~tements to Customer.
6. Confidentiality. Custo~er's records and employee census data are confidential to
Customer. All records and data supplied to Vendor by Customer shall be held in confidence and shall
not be disclosed or made available, directly or indirectly, to any person, concern or entity outside of
,
Vendor without the express written permissionLfrom Customer. Vendor shall limit access to such
records and data to only those of Vendor's employees who have a need to know in order to perform the
services described herein, and Vendor shall return all such data and records to Customer upon the
expiration, termination or cancellation of the Agreement.
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7. Warranty . Vendor shall exercise reasonable care and caution in processing and reporting
all data in the benefit statements. While vendor believes that the processing services and the production
of the benefit statements will produce accurate and correct results, vendor does not warrant the accuracy
or the correctness of any processing services, records, data, or printed materials. Except to the extent
expressly provided herein, there are no warranties, express or implied, including, but not limited to, any
warranties of merchantability or fitness for any particular purpose.
8. Limitation of Liability. In no event shall vendor be liable to customer or any participating
employee of customer, or any other person for any indirect, special or consequential damages or loss
profits, arising out of or related to this agreement or the performance or breach thereof, even if vendor
has been advised of a possibility thereof. Vendor's liability to customer hereunder and to any
participating employees of customer or other persons, if any, shall in no event exceed the total amount
paid to vendor hereunder by customer.
9. T ermination/ Cancellation.
(a) This Agreement may be terminated or canceled:
(1) by Vendor if Customer fails to pay Vendor any charges required hereunder
within thirty (30) days of invoice therefore;
(2) by Customer if Vendor fails to provide the services or benefit statements
to Customer within thirty (30) days of the date for submission thereof;
(3) by either party if the other party is in default of any provision hereof and
such default is not cured within thirty (30) days after notice thereof is given to such other party in
accordance with the provisions hereof; or
(4) by either party if the other party becomes insolvent or seeks protection,
voluntarily or involuntarily, under any bankruptcy or receivership law.
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(b) In the event of any termination or cancellation of this Agreement, Vendor may:
(1) declare all amounts owed Vendor for the acceptable performance of services
hereunder to be immediately due and payable;
(2) cease performance of all services hereunder without liability to Customer;
and
(3) return to Customer all records and data of Customer which are in Vendor's
possession or control.
(c) The foregoing rights and remedies of the parties shall be cumulative and in
addition to all other rights and remedies available to the parties at law and in equity.
(d) In the event of any expiration, termination or cancellation of this Agreement, the
provisions hereof which are intended to continue and to survive shall so continue and survive.
10. Notices. All notices provided for or required under the terms and provisions of this
Agreement shall be in writing and shall be deemed given when personally delivered or when deposited
in the United States mail, with proper postage prepaid, for registered or certified mail, addressed to
Customer or Vendor, as the case may be, at their respective addresses as set forth herein or at such other
addresses as either of them shall, from time to time, designate in writing to the other.
11. General.
(a) This Agreement constitutes the entire agreement between the parties relating to
the subject matter hereof and supersedes all prior understandings, writings, proposals, representations
or communications, oral or written, of either party. This Agreement may be amended only by further
written instrument executed by the authorized representatives of both pa,rties hereto.
(b) This Agreement shall be binding upon and shall inure to the benefit of the parties,
their respective heirs, legal representatives, successors, and permitted assigns.
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(c) This Agreement shall be deemed performed in its entirety in the State of Georgia
and shall be governed by and construed in accordance with the laws of the State of Georgia.
(d) The paragraph captions contained herein have been inserted for convenience only
and s.hal~ot affect the meaning or interpretation of any of the provisions of this Agreement.
(e) Venue. See Attached
I WITNESS WHEREOF, the parties have caused this Agreement to be executed by its
appropriate officers the date and year first above written.
CUSTOMER:
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ATTACHMENT
( e) All claims, disputes and other matters in question between the Customer and the
Vendor arising out of or relating to the Agreement, or the breach thereof, shall be decided
in the Superior Court of Richmond County, Georgia. The Vendor, by executing this
Agreement, specifically consents to venue in Richmond County and waives any right to
contest the venue in the Superior Court of Richmond County, Georgia.