Loading...
HomeMy WebLinkAboutGAS AGREEMENT t J. ',\ ~ J " I 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. . , (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. ,\ l' I . I 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 .: I 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: .' " 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. , ,: I 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 ~ . I ~ !" TPA Services for Workers Compensation ~ ~L-:f/L~ it G [ ..\ 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. I i i I I I 3/16/2004 15 ..,;;;.;:-