HomeMy WebLinkAboutGAS AGREEMENT
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ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is by and between GEORGIA ADMINISTRATIVE
SERVICES, INC., a Georgia Corporation (hereinafter "GAS"), having its principal
place of business located at 1775 Spectrum Drive, Lawrenceville, Georgia 30043-5754
and CITY OF AUGUST A/RICHMOND COUNTY (hereinafter "Client").
For and in consideration of the mutual covenants and promises contained herein,
GAS and the Client do hereby contract and agree to the following:
WITNESETH
WHEREAS, Client has a workers' compensation self-insurance program located
in Augusta, Georgia; and
WHEREAS, GAS is a licensed third party administrator in the State of Georgia
and provides administrative services for self-insurance programs; and
WHEREAS, GAS is willing to enter into this Agreement and assume the
responsibility of assuring the provision of administrative services for Client's workers'
compensation self-insurance program.
NOW, THEREFORE, in consideration of the promises and mutual covenants and
agreements of the parties as hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, GAS and
Client agree as follows:
I. TERM AND TERMINATION
This agreement shall commence on August 1, 2004 and shall continue in effect until
terminated by either party in accordance with subparagraphs a, band c hereinafter.
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(a) The agreement may be terminated by either the Client or GAS, with or
without cause, by giving written notice thereof to the other party. Such notice shall
specify the termination date, and shall be sent by certified mail, return receipt
requested to the other party at the notice address of record of the parties. The
termination date shall not be less than (90) ninety days from the date of mailing of the
termination notice. Upon the effective date of termination, all obligations of GAS
and Client pursuant to the Agreement shall be terminated and neither party shall have
any further obligations to perform any service provided for in this Agreement.
(b) GAS, from and after the date of notice of termination, shall make available
to Client all books and records with respect to duties performed by GAS and at the
time of final accounting, shall deliver said books and records to the Client.
(c) On the termination date, GAS shall deliver to the Client or a successor
administrative service agent of the Client any money or other assets, if any, which
might rightfully belong to the Client.
(d) If during the term of the agreement, there is material change in ownership
of GAS, the Client shall have the right to terminate the agreement within ninety (90)
days of notification of the material change in ownership. If the Client exercises this
right of termination, GAS will be given thirty (30) days written notice of the Client's
request for termination.
(e) Upon written notice to GAS, Client shall have the right to
immediately terminate this Agreement if GAS' license to operate as a third party
administrator in Georgia is suspended or terminated.
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II. REPRESENT A TIONS AND WARRANTIES OF GAS
GAS represents and warrants to and covenants with the Client to satisfy the
following requirements:
(a) GAS represents and warrants that it shall, for the full term of this
Agreement, maintain an administrator's license with the Office of Commissioner of
Insurance (the "Commissioner") and shall promptly report to Client any suspension,
restriction, reduction, revocation or termination thereof.
(b) GAS represents and warrants that it shall, for the full term of this
Agreement maintain a fidelity bond in accordance with the rules of the Commissioner.
(c) GAS represents and warrants that it shall, for the full term of this
Agreement, maintain errors and omissions coverage in an amount which is not less than
that specified by the rules and regulations of the Commissioner.
(d) GAS represents and warrants that it shall, for the full term of this
Agreement, maintain an office in the State of Georgia for the payment, processing, and
adjustment of the claims of the Client's fund.
(e) GAS represents and warrants that it shall, for the full term of this
Agreement, make all required filings to the State Board of Worker's Compensation.
(f) GAS represents and warrants that it shall insure that the administrative
services provided herein are in compliance with state laws and regulations.
III. CLAIMS SERVICES
GAS shall provide the Client with the claims administration services necessary
for the day-to-day administration of a self-insured workers' compensation Client.
IV. COMPENSA TION
GAS will administer Client's workers' compensation claims program for the fees
outlined in the Bid Summary Sheet of the Proposal, attached hereto and incorporated by
reference. The account set up fee will be invoiced on the inception date of this
Agreement. Service fees will be invoiced monthly and payment expected within 15 days
of invoice. Changes in the fee schedule will be handled by addendum as provided for in
Section VI.
V. MODIFICA TION
The terms of this Agreement may be amended only in writing expressly
purporting to create an amendment to this Agreement.
VI. BINDING EFFECT
Each part has full power and authority to enter into this Agreement and the person
signing this Agreement on behalf of each has been authorized and empowered to enter
into this Agreement.
VII. CLIENT INDEMNIFICATION
(a) GAS agrees to indemnify and hold the Client, its affiliates, and their
respective officers, directors, employees, and agents harmless from any claim, damage,
loss, expense, liability, obligation, action or cause of action (including reasonable
attorney's fees and all other costs of investigation or litigation) which it may sustain, pay,
suffer, or incur by reason of any acts or omission of GAS or its employees or agents in
performing the administrative services hereunder.
(b) Client agrees to indemnify and hold GAS, its, employees, contractors and
agents harmless from any claim, damage, loss, expense, liability, obligation, action or
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cause of action (including reasonable attorney's fees and all other costs of investigation
or litigation) which it may sustain, pay, suffer or incur by reason of any act or omission
of the Client or any person under the Client's direction or control in discharging the
Client's responsibilities hereunder.
(c) Promptly after either party has notice of a claim or potential claim for
indemnification, that party shall give notice to the other of any claim or other matter with
respect to which indemnity may be sought pursuant to this provision, and of the
commencement of any legal proceedings or actions with respect to such claim, and shall
permit the other party at his or its own expense to assume the handling and defense of
any such claim, proceeding, or action. Neither party shall payor settle any claim or
action subject to the indemnity hereunder without the prior written consent of the other
party. Failure to give notice, or the payment or settlement without consent, shall vitiate
the indemnity provided herein.
VII. APPLICABLE LAW
The Agreement has been made under and in all aspects shall be governed by the
laws of the State of Georgia.
IX. ENTIRE AGREEMENT
This Agreement, including the attached Proposal, constitutes the entire
Agreement between GAS and the Client. No representations, agreements or
understandings shall be binding on either party unless specifically set forth in a written
addendum agreed to by the parties.
X. INDEPENDENT CONTRACTOR
In the performance of the duties and obligations of the parties to this Agreement,
it is mutually understood and agreed that GAS is at all times acting and performing as an
independent contractor and not as an employee of Client. Neither GAS nor any of its
employees and agents shall be considered an employee of Client for any purpose
whatsoever. Employees or other contractors supplied by GAS shall not be eligible for
any employee benefit programs of the Client and shall not have any claim under this
Agreement against the Client for vacation pay, sick leave, retirement benefits, social
security, workers' compensation, disability or unemployment insurance benefits, or any
other employee benefits of any kind.
XI. WAIVER, AMENDMENTS AND BINDING EFFECT
This Agreement, together with any amendments or attachments hereto, shall be
binding upon the parties, and the terms of this Agreement may only be modified, waived
or amended by written instrument signed by both parties hereto. The failure of any party
hereto at any time or from time to time to require performance of any of the other party's
obligations under this Agreement shall not affect, in any manner, the right to enforce any
provision hereof at any subsequent time. The waiver of any right arising out of any
breach shall not be construed as a waiver of such right arising out of any subsequent
breach.
XII. NOTICE
All notices, payments, and other communication required or permitted under this
Agreement shall be deemed given and received if delivered in person or by first-class
United States Mail, postage prepaid and either registered or certified, and addressed:
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Client:
CITY OF AUGUSTA/RICHMOND COUNTY
503 Greene Street
Augusta, GA 30911
GAS:
Georgia Administrative Services
1775 Spectrum Drive, Suite 100
Lawrenceville, Georgia 30043-5745
Attention: Carla Edwards, COO
XIII. ASSIGNMENT
It is expressly understood by both parties that this Agreement may not be assigned
by either party without the express written consent of the other party.
XIV. SEVERABILITY
In the event any term or provision of this Agreement is found to be unenforceable
or void, in whole or in part, as drafted, then the offending term or provision shall be
construed as valid and enforceable to the maximum extent permitted by law, and the
balance of this Agreement shall remain in full force and effect.
XV. EXCUSE FOR DELAY IN PERFORMANCE
Neither party shall be liable or be deemed in breach of this Agreement for any
failure or delay of performance, which results, directly or indirectly, from acts of God,
civil or military authority, public disturbance, strikes or fires.
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XVI. CONFIDENTIALITY
(a) The parties acknowledge and agree that this Agreement and each of the
provisions hereof shall be treated with confidentiality and, except to the extent required
by applicable law or regulations, neither party shall disclose the terms of this Agreement,
or provide copies hereof, to any third party, except legal counsel, without the prior
consent of the other party.
(b) GAS agrees to maintain the confidentiality of any and all claims
information processed on behalf of Client and shall not disclose said information to third
parties without the expressed written consent of Client.
IN WITNESS WHEREOF, the parties, through their duly authorized agent have
set their hands and affixed their seals on the Date(s) of Execution shown below.
CITY OF AUGUSTA/RICHMOND COUNTY
BY: ~~'
SIGNATURE: ~'-"-.6
TITLE: J1 ~ o.j
Date of Execution: 0-1 ... Dt../-
GEORGIA ADMINISTRATIVE SERVICES, INC.
BY: Carla E}ldwards 11 R
SIGNATURE~ .
TITLE: Chief Operating Officer
Date of Execution: fo!J). g / 0 ~
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TPA Services for Workers Compensation
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BID SUMMARY SHEET
3 Year Con~ract for Services:
Total service cost ~ co~trad ~erm July 1, 2004 toJuly1, 2007: .
.$ 221,746.00 *
Contract Payments: .
AnnualFeeJuly 1, 2004to July 1, 2005:$
70,800.00
Annual Fee July 1, 2005 to July 1, ~006: $
73,632.00
Annual Fee July 1, 2006 to July1, 2007: $
77,314.00
* Assumes fixed annual fee option is selected by Augusta. If per claim fee
option is selected, the per claim rates will increase at a rate not to exceed 5%
. pe,r year.
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3/16/2004
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