HomeMy WebLinkAboutCORVEL ENTERPRISE COMP SERVICES AGREEMENT CorVel Enterprise Comp Services Agreement
Services
(this"Ammon is entered into as of the Motive Date set thbe1lw,by mid between CorVel Enterprise Comp.Ism,( ,.diel)
and the=tonne identified below(
to govern Customer's rights to me amain of CorVel's mimed care and claims management service. This
Agreement consists of and incorporates the following componontc
This Caner and Signakwe Page
General Terms and Com
Exhibit A: Workers'Compensation Management Services
Esbibit B: Fen
Exhibit C: Car.MC license Agreement
Exhibit D: CorVel Certificate aluminum
1. lllbdlve Date:February 1,2015
2. CerVal Address and Cos tach CarVd Corporation
2010 Main Street,Suite 600
Irvine,Colikruia 92614
Atm:Director,Legal Services
Phone:(949)831-1473
Fax:(949)851-1469
Erna Corporate Legal rvd.aam
3. Customer Address and Contact Aegean,Georgia consolidated Government
330 Greene Street Roam 400A
Augusta GA 30901
Atm: Tenths Bryant,Henan Resooroes Director
Phone:706-821-4257
Fan:706-821-2867
Tsmsrl:lbryaat@autanaga.g
By signing below,each party acknowledges his/her agreement with the terms and conditions of this Agreement
and represents and certifies that helshe is authorized to sign on behalf of and to bind oath of the respective
signatories to all of the terms and conditions of this Agreement as of the Effective Date.
CORNET. ,INC.: AUGUSTA, RGIA:
By: �.,�
Name: 4 h 4 ? Name:Peke
Title: G Talc Mayor Copmhaver (CO
11ds dossers codling ooaaasMW and voodsury Jamaica oftls:Prader and nary mor be diseloasd or daptbstd without do prior written
moot Oda Perls.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
GENERAL TERMS&CONDITIONS
RECITALS
WHEREAS,CorVel Corporation is in the business of providing an integrated claims administration coat
containment program (the "Services'') through its two wholly-owned, operating subsidiaries, CorVel
Enterprise Comp,Inc.,which provides claims msnaganett services,and CorVel Healthcare Corporation,
which provides managed care services(collectively referred to here as"CorVel");and
WHEREAS,CorVel has developed a proprietary software solution(the"CarcMC AnnhicatioQ")which is
accessible via the CorVel web site located at URL www.caremc.corn(the"CareMC Site"),through which
CorVel provides its customers with the option of utilizing certain Services online(the"Online Services");
and
WHEREAS,Customer desires to retain CorVel to provide certain Services, including Online Services,
for the benefit of Customer and its insureds and/or their injured employees;and
WHEREAS,CorVel desires to be so retained by Cbl to provide such Services and Online Services,
all under the terms and conditions set forth in this Agreement.
NOW THEREFORE, for and in consideration of the agrea encs, covenants, representations and
warranties set forth herein,and other good and valuable consideration provided by the parties,the receipt
and adequacy of which are hereby acknowledged,the parties hereto agree as follows:
AGREEMENT
1. SERVICES
A. Exclusivity. Unless the parties expressly agree otherwise in writing CorVel shall be the exclusive
provider of all Services to Customer during the Term of this Agreement.
B. Terms and Conditions of Services. The claims management services described on Exhibit A shall be
provided by CorVel Enterprise Comp, Inc. and the managed care services by CorVel Healthcare
Corporation.
2. FEES
A. Fees. Biiline and Payment. The fees and billing and payment procedures for the Services and
CareMC Application are set forth on Exhibit B Moe). Customer shall remit payment for all CorVel
related Fees within thirty(30)days of receipt of CorVel's invoice.
B. Late Fags. A late fee of two percent (2%) per month or the highest rate allowed under the law,
whichever is lower,shall be assessed against overdue ar oumts.
C. Taxes. All charges and fees exclude taxes. If CorVel is required to pay sales,use,value-added or
other taxes resulting from services rendered under this Agreement,then such taxes will be billed to and
paid by Customer.tomer. Customer shall not be responsible for taxes based on CorVel's income.
D. Customer's Audit Rights. During the Term of this Agreement and for a three (3) year period
following the expiration or termination hereof. CorVel shall keep accurate records related to the
provision of the Services performed under this Agreement. Such records shall be open for audit, at
Customer's expense, by Customer or a reputable, independent certified public accounting firm (not
working on a contingency fee basis, and reasonably acceptable to CorVel) at the local CorVel office or
another location r''u to"11y agreed to by the parties for the purpose of verifying CorVel's compliance with
This document oosomes cou6danast sea pa:peietasy takomation olds Patios sod nay act be disclosed of dogma)without the pilar wdteen
comment of the Parties.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
2
the tams and conditions of this Agreement,provided such audits are conducted(i)no more than twice
per calendar year, (ii) during CorVd's regular business hours, (iii) upon no less than thirty(30) days
advance written notice to CorVel,(iv)for an audit period not to exceed twenty four(24)months prior to
the date of audit, and (v) Customer or Customer's designee shall provide the results of such audit to
CorVel within ten(10)business days including a complete list of all individuals or entities who were
provided any CorVel information as a result of such audit and Customer or Customer's designee shall
return all materials provided for such audit at the conclusion of the audit. Upon Customer's reasonable
written request,no more than twice per calendar year,CarVel agrees to provide Customer with a copy of
the results of CorVel's most recent internal SSAB16 audit,which results shall be CorVed's Confidential
Information.Notwithstanding anything to the contrary herein,in no event shall Customer be permitted to
audit CorVel's information technology systems or facilities or any other records of CorVel other than
claims files related to the provision of Services performed under this Agreement.
B. CorVel's Audit Riffs.During the Term of this Agreement and for a three(3)year period following
the expiration or termination hereof; Customer shall keep accurate books and records supporting
Customer's calculations of the amounts payable to CorVel hereunder and Customer's compliance with
its obligations under this Agreement. Such records shall be open for audit by CorVel or CorVel's
certified public accountants for the purpose of verifying Customer's compliance with its payment and
other obligations under this Agreement provided such audits are conducted(i)no more than twice per
calendar year;(ii)during(ustenner's regular business hours,and Oh)upon no leas than thirty(30)days
advance written notice to Customer.
3. REPRESENTATIONS,WARRANTIES AND COVENANTS OF CUSTOMER
A. Authority. Customer represents and warrants that (i) it has all necessary corporate power and
authority to enter into this Agreement and to perform its obligations hereunder,and the execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate actions on its part, (ii) this Agreement constitutes a legal,
valid and obligation of
bindingCustomer, enforceable against it in accordance withits terms,and(iii)
the execution, deliveryand
of this will not
pawconstitute a violation of
any
judgment, order or decree or a breach of a material agreement that would materially impair or prevent
Customer from complying with its obligations under this Agreement.
B. Authorizations. Customer represents and warrants that (i) it has obtained or shall obtain such
authorizations or approvals as are required for CorVel to perform the services described in this
Agreement, including but not limited to receiving and disclosing patient-specific data as contemplated
hereunder, (ii) it shall maintain the compliance of its workers' compensation program under all
applicable laws,(iii)it has obtained and shall maintain during the Term any regulatory approval needed
in order for CorVel to perform its obligations hereunder,and(iv)it shall promptly notify CorVel if any
such approval is terminated,suspended or otherwise materially limited.
C. jpsurance. For the tam of this Agreement, Customer agrees to keep in force at its sole expense
comprehensive errors and omissions liability, workers' compensation, general and auto liability
insurance coverages with limits in accordance by being self-insured under terms and conditions and with
sufficient reserves as is customary within the industry for companies of comparable size with
comparable operations.
D. Non-Solicitation. As a material inducement for the Parties to enter into the Agreement,the Parties
agree that during the Term of this Agreement and for a period of one(1)year after any expiration or
termination thereo& either Party shall not, directly or indirectly, recruit or solicit for employment,
This doormeot dins ccntideutisi sod proprietary infetmaion of are Polies and rosy int be disclosed or duplicated without the prim written
coma of the Pimlico
Augusta,Georgia Consolidated Government TM Services Agreement FINAL 12.19-14
3
employ or in any manner engage the services of or otherwise interfere with the employment relationship
of any employee of the other Party who was in any way involved in effectuating the Agreement without
the prior written consent of the other Party. In the event either Party breaches this covenant of non-
solicitation and non-employment,the non-breaching Party shall be entitled to recover the amount of one
(1) times annual salary per employee from the breaching Party as liquidated damages. The parties
acknowledge that actual damages in the event of such a breach would be extremely difficult or
impracticable to determine and acknowledge that this liquidated damages amount has been agreed upon
as a reasonable estimate of damages and as the exclusive remedy against breaching Party in the event of
a breach of this Section 3D. The Parties father agree that in any action brought on account of any
alleged breach of this covenant,the prevailing party shall be entitled to recover its reasonable attorney's
fees and costs.
4. REPRESENTATIONS,WARRANTIES AND COVENANTS OF CORVEL
A. Authority.CorVel represents and warrants that(i)it has all necessary corporate power and authority
to enter into this Agreement and to perform its obligations hereunder,r,and the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate actions on its part,(ii)this Agreement constitutes a legal,valid and
binding obligation of CorVel,enforceable against it in accordance with its teams,and(iii)the execution,
delivery and performance of this Agreement will not constitute a violation of any judgment, order or
decree or a breach of a material agreement that would materially impair or prevent CorVel from
complying with its obligations under this Agreement.
B. peaforrnavice. CorVel represents and warrants that(i) ft has the necessary knowledge, skills and
experience to provide and perform the Services in accordance with the Agreement, and (ii) it will
perform the Services in a diligent,professional and workmanlike manna using an appropriate number of
properly trained and qualified individuals and in accordance with applicable industry standards.
C. Insurance. CorVel represents and warrants that it has and agrees that it will maintain at all times
during the Tam of this Agreement the required errors and omissions liability, workers'compensation,
general and auto liability insurance coverages as set forth on the Certificate of Insurance attached hereto
as Exhibit D.
S. DISCLAIMERS
A. Coverage and Compensability. SUBJECT TO APPLICABLE STATE REGULATIONS, CODES
AND STATUTES, CORVEL SHALL RETAIN FINAL DECISION MAKING AUTHORITY AS TO
COMPENSABILITY AND COVERAGE DETERMINATION WITH INPUT FROM CUSTOMER.
THIS AUTHORITY EXTENDS TO DETERMINATIONS REGARDING THE PAYMENT OF
BENEFITS AS REQUIRED BY LAW, AND TO THE EXTENT POSSIBLE, WTTI N THE
CUSTOMER'S ESTABLISHED PARAMETERS AND CONTRACT TERMS GOVERNING
CORVEL'S PERFORMANCE OF THE SERVICES.
B. Duty of Cooperatigp, CUSTOMER ACKNOWLEDGES THAT ACCURATE AND LEGALLY
SOUND DETERMINATIONS AS TO COMPENSABILITY AND THE PROVISION OF BENEFITS
REQUIRES COOPERATION AND ACCESS TO CUSTOMER MATERIALS, DOCUMENTS, AND
WITNESSES. CUSTOMER AGREES TO COOPERATE FULLY IN ALL ASPECTS OF CORVEL'S
INVESTIGATION IN ORDER TO ENSURE FULL COMPLIANCE WITH ALL APPLICABLE
WORKERS'COMPENSATION STATUTES.
This document contains confidential and propeidary information ofthe Patties and may not be disclosed or duplicated without the pdorwrhtea
consent of the Parties.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
4
C. Healthcare Authority. SUBJECT TO APPLICABLE STATE REGULATIONS, CODES AND
STATUTES, CORVEL AND TTS AGENTS HAVE NO AUTHORITY TO CONTROL OR DIRECT
THE HEALTH CARE SERVICES PROPOSED FOR OR PROVIDED TO INJURED PERSONS.
THIS AUTHORITY SHALL LIE ONLY WITH THE INJURED PERSON AND HIS/HER TREATING
PHYSICIAN IN ANY CASE, AND THOSE INDIVIDUALS MAY ACCEPT,REJECT OR MODIFY
ANY ADVISORY DETERMINATIONS MADE BY CORVEL OR ITS AGENTS, EXCEPT
INSOFAR AS STATE WORKERS'COMPENSATION LAWS MAY REQUIRE THEA+!TO FOLLOW
THE DETERMINATIONS OF CUSTOMER, CORVEL, CUSTOMER'S AGENTS, A WORKERS'
COMPENSATION JUDGE OR REVIEW PANEL,OR ANOTHER THIRD PARTY.
D. No Interference with Practice of Medicine. Neither CorVel nor Customer shall attempt, directly or
indirectly,to control,direct or interfere with the practice of medicine by any health care provider.
6. LIMITATION OF LIABILITY
A. Limitation on Damages. CUSTOMER AGREES THAT, EXCEPT WITH RESPECT TO (i) A
BREACH BY CORVEL OF TTS OBLIGATIONS UNDER SECTION 3(D) (Nur-Sol citation), (ii) A
BREACH BY CORVEL OF ITS OBLIGATIONS UNDER SECTION 9 (Confidentiality), AND (iii)
CORVEL'S OBLIGATIONS UNDER SECTION 7 (Indemnification), IN NO EVENT WILL
CORVEL'S MAXIMUM AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER OR IN
CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO
CORVEL HEREUNDER IN THE TWENTY-FOUR MONTHS PRIOR TO THE DATE FIRST
NOTICE IS PROVIDED BY EITHER PARTY REFERENCING A CLAIM HEREUNDER,
REGARDLESS OF WHETHER CLAIMS ARE BROUGHT UNDER TORT,CONTRACT, OR ANY
OTHER LEGAL OR EQUITABLE THEORY.For purposes of this Section 6(A),the calculation of fees
paid to CorVel shall exclude provider fees,pharmacy fees,facility fees,medical expenses,and allocated
loss adjustment expenses which Customer pays to CorVel and CorVel passes through to medical
providers,pharmacies and other third parties as may be required in the performance of CorVel's services
hereunder.
B. Exclusion of Damages.NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOST REVENUES)
UNDER THIS AGREEMENT.THE FOREGOING EXCLUSION SHALL APPLY REGARDLESS OF
WHETHER CLAIMS BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE
FORESEEABLE,WHETHER THEY ARE BROUGHT UNDER TORT,NEGLIGENCE,CONTRACT
OR ANY OTHER LEGAL OR EQUITABLE THEORY AND WHETHER ANY REMEDY UNDER
THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
C. Integral Element. The parties acknowledge that the limitations and disclaimers set forth in this
Agreement were an integral element in the business arrangement between the parties. The pricing and
other terms of this Agreement reflect this allocation of risk and the disclaimers and limitations of
liability set forth herein.
7. INDEMNIFICATION
A. Mutual Indemmiticstiog. Subject to section 7D below,each party shall defend any third party claim
against the other party arising from the death of or physical injury to any person or damage to the
indemnified party's property to the extent proximately caused by the negligence of the indemnifying
party or its agents or employees, and indemnify and hold harmless the other party and its respective
This document=Mins=Medial and promissory information of the Patties and nay not be disclosed or duplicated without the prior written
courant ofthe Portias.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
5
officers, directors and employees from and against damages, liabilities and reasonable coats and
expenses,including reasonable legal fees("bosses")incurred in connection therewith.
B. Indemnification by CorVel.
(i) Subject to Section 7D below,CorVel shall defend any third party suit or action
against Customer to the extent resulting from the negligence or willful misconduct of CorVel in
performing or failing to perform the Services for Customer under this Agreement, and CorVel
will pay those Losses finally awarded against Customer in any monetary settlement or final,non-
appealable judgment of such suit or action which are specifically attributable to such claim, but
excluding therefrom the costs of any medical benefits, temporary and permanent disability
benefits,death benefits,medical-legal responses,vocational rehabilitation and any other expenses
or services that are required to be paid or provided by Customer under any insurance policy or
applicable state or federal workers' compensation laws; provided, however, that CorVel shall
have no obligation to defend,indemnify or hold balmiest;Customer from or against any Losses
arising out of or relating to any suit or action resulting from(a)the negligent acts or omissions or
willful misconduct of Customer,its officers or employees,or(b)actions taken by CorVel at the
written direction of Customer relating to the Services;and provided,further,that for purposes of
computing Losses hereunder in connection with any suit or action there shall be deducted an
amount equal to the amount of any insurance proceeds, indemnification payments, contribution
payments or reimbursanents received directly or indirectly by Customer in connection with such
suitor action.
(ii) Subject to Section 7D below, CorVel shall defend any third party suit or action
against Customer to the extent such suit or action is based on a claim that Customer's tomer's permitted
use of the CareMC Application under this Agreement constitutes an infringement of a United
States patent, trademark, trade name,trade secret, copyright or other United States intellectual
property right, and CorVel will pay those Losses finally awarded agar Customer in any
monetary settlement cc final, non-appealable judgment of such suit or action which are
specifically attributable to such claim. This indemnity does not apply to any claims based on
Customer's use of the CareMC Application (a) in violation of this Agreement or the
Documentation (as defined in the CareMC License Agreement), (b) in combination with any
other software, hardware, network or system where the alleged infringcment relates to such
combination, or (c) based on CorVel's compliance with Customer's instructions, designs or
specifications where the alleged infringement relates to such compliance. If any portion of the
CareMC Application becomes,or in CorVel's opinion is likely to become,the subject of a claim
of infiingamant,then CorVel may, at its option and expense,procure for Customer the right to
continue using the CareMC Application or replace or modify the affected portion of the CareMC
Application so that it becomes non-infringing. If neither alternative is reasonably available,
CorVel may terminate this Agreement THE FOREGOING STATES CORVEL'S ENTIRE
LIABILITY AND CUSTOMER'S SOLE REMEDY FOR INFRINGEMENT CLAIMS.
C. Qajoineandannificsign.Subject to Section 713 below,Customer shall defend,indemnify and hold
harmless CorVel from Losses arising out of or relating to (i) Customer's misuse of modification to,
rejection of or failure to implanent on a timely basis any of CorVel's recommendations made hereunder,
(ii)acts or omissions by CorVel that were undertaker at the express written direction of Customer,(iii)
Customer's use of the CareMC Application in violation of the terms of the CareMC License Agreement,
t,
(iv) data or content included in or omitted from Customer Data (as defined in the CareMC License
Agreement),and(v)any claim described in Section 7B(iXa)-(b)above.
This document 000tine confidential aedpropde ny information of the Pastes and may not be disclosed ordepl oiled without thepdor written
comas of to Mies.
Augusta,Georgia Consolidated Government nt TPA Services Agreement FINAL 12-19-14
6
D. Conditions.The parties'indemnification obligations under this Section 7 arc contingent upon;(i)the
indenmified party giving prompt written notice to the indemnifying party of any claim under this Section
(provided,however, that failure to give such notification shall not affect the indemnification provided
hereunder except to the extent, and only to the extent, that the indemnifying party shall have been
actually prejudiced as a result of such failure),(ii)the indemnifying party having the right,but not the
obligation,to assume sole comm of the defense or settlement of the claim,and(iii)at the indemnifying
party's lequest and expense,the indemnified party cooperating in the investigation and defense of such
claim(s). If the indemnifying party assumes the defense of any claim here uxler,the indemnified party
shall be entitled to participate in(but not control)such defense and to retain its own counsel,at its own
ase. The indernnifying party shall not settle or consent to an adverse judgment in any such claim
that adversely affects the rights or interests of the indemnified party or imposes additional obligations on
the indemnified party,without the prior ocpress written consent of the indemnified party.
8. TERM AND TERMINATION.
A. Team. Unless provided otherwise on Exhibit B, the initial term of this Agreement shall begin on
January 1,2015.This Agreement shall(i)terminate absolutely and without further obligation on the part
of Customer each and every December 31", as required by O.C.G.A. § 36-60-13, as amended, unless
terminated earlier in accordance with the =ruination provisions in this Agreement; Cu) automatically
renew on each January 1", unless terminated in accordance with the bion provisions of this
Agreement; and (ii) terminate absolutely, with no further renewals, on December 31, 2017, unless
extended by written amendment(the"Initial Term"). Thereafter,the Agreement may be extended for
two (2) one-year terms only by written renewal approval by the Augusta, Georgia Commission and
executed by the Mayor (each a "Renewal Team"). The Initial Term and any subsequent Renewal
Term(s)are collectively referred to herein as the 117gpr.
B. Te ontion for Convenience. This Agreement may be terminated by either party for convenience
upon ninety(90)days written notice to the other party any time after the expiration of the Initial Tema.
C. Termination for Cause. This Agreement may be terminated by either party for cause as follows: (i)
upon thirty(30)days written notice if the other party breaches or defaults under any material provision
of this Agreement or the CareMC license Agreement and does not cure such breach prior to the end of
such thirty(30)day period,(ii)effective immediately and without notice if the other party ceases to do
business,or otherwise terminates its business operations, except as a result of an assignment permitted
under the terms and conditions of this Agreement,or(iih)effective immediately and without notice if the
other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed,
creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted
against the other and continues for ninety(90)days undismissed,=bonded and undischarged,
D. Effects of Termination.Termination or expiration of this Agreement shall have the following effects:
(i)all outstanding unpaid invoices rendered by CorVel shall become immediately payable by Customer
and invoices in respect of services provided prior to termination but for which an invoice has not been
submitted shall be payable immediately by upon submission of an invoice by CorVel, (i)all licenses
granted to Customer under this Agreement(including any and all Exhibits)shall terminate immediately,
(iii)all rights of Customer to use the CareMC Application and Online Services shall cease immediately,
(iv)provided Customer has paid all outstanding amounts due to CorVel under this Agreement, CorVel
shall provide Customer with any proprietary data belonging to Customer, including but not limited to
claim history, in the current format in which it is stored at CorVel at the termination of the Agrermment,
and (v) each party shall promptly return all claims files, information, documents, manuals and other
materials belonging to the other party, whether in printed or electronic form, except as otherwise
'ands document cow wnlideatiet and proprietary infoimation of the Pones and may not be&clued or dupalled without the prior wheat
Gomm of the Patties.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
7
provided in this Agreement,including without limitation all Confidential Information of the other party
then currently in its possession.
E. Sigyint. Except to the extent expressly provided to the contrary in this Agreement, any rights to
accrued payments, any right of action for breach of the Agreement prior to termination, and the
following provisions shall survive the termination of this Agreement Section 2B-2E,3A, 3B,3D,4A,
4B,5,6,7,8E,9, 10, 11 (as applicable)and the provisions identified the Section of the CareMC License
Agreement titled"Effect of Terminatio".
F. Temporary Suspension or Delay of Performance of Contract. To the extent that it does not alter the
scope of this Agreement,Customer may unilaterally order a temporary stopping of the work,or delaying
of the work to be performed under this Agreement,provided that Customer shall responsible and liable
for any penalties, fees or costs which arise from such suspension or delay of performance required by
Customer.
9. CONF1DliZ4TIALITY
A. Definition of Confidential Information."Confidential Information"shall mean any non-public data,
information and other materials regarding the products, services or business of a party(and/or,if either
party is bound to protect the confidentiality of any third party's information,of a third party)provided to
either party by the other party where such information is marked or otherwise cxanomicated as being
"proprietary"or"confidential"or the like,or where such infa®ation should,by its nature,be reasonably
considered to be confidential and/or proprietary. Without limiting the foregoing,the parties agree that(i)
the CareMC Application, Documentation, CorVd Content (as defined in the in the CareMC License
Agreement) and all software, some code, source documentation, inventions, know-how, and ideas,
updates and any documentation and informationrdatrag thereto constitutes Confidential Information of
CorVel,(ii)the Customer Data(as defined in the CareMC Liaise Agreement)constitute Confidential
Information of Customer, and (iii) this Agreement and Exhibits attached hereto, and the teams and
conditions set forth herein and therein are Confidential Information of both parties.
B. Disclosure and Use of Confidential Information. The Confidential Information disclosed by either
Party("Disclosing Party")to the other f"Recxth' log Patty)wnfititUtes the ennfidantial and proprietary
information of the Disclosing Party and the Receiving Party agrees to treat such Confidential
Information in the same manner as it treats its own similar proprietary information, but in no case will
the degree of care be less than reasonable care. The Receiving Party shall use the Confidential
Information of the Disclosing Party only in performing under this Agreement and shall retain the
Confidential Information in confidence and not disclose it to any third party(except as authorized under
this Agreement) without the Disclosing Party's express written consent. The Receiving Party shall
disclose the Disclosing Party's Confidential Information only to those employees and contractors of the
Receiving Party who have a need to know such information for the purposes of this Agreement,and such
employees and contractors must be bound by this Agreement or have entered into agreements with the
Receiving Party containing confidentiality provisions covering the Confidential Information with teams
and conditions at least as restrictive as those set forth herein.
C. regcegtiona. Notwithstanding the foregoing, the parties' confidentiality obligations hereunder shall
not apply to information which: (i)is already known to the Receiving Party prior to disclosure by the
Disclosing Party, (ii)becomes publicly available without fault of the Receiving Party,(iii)is rightfully
obtained by the Receiving Party from a third party without restriction as to disclosure,(iv)is approved
for release by written authorization of the Disclosing Party, (v) is developed independently by the
Receiving Party without use of or access to the Disclosing Party's Confidential Information, or(vi) is
This document oompdas confidential std pmpdelsiy laPoemadon atm Paths sad may not be dmclosed or&miasm l without the prior written
comma of the Patties.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
8
required to be disclosed by law,rule,regulation,court of competent jurisdiction or governmental order,
provided, however, that the Receiving Patty shall advise the Disclosing Party of the Confidential
Information required to be disclosed promptly upon learning thereof in order to afford the Disclosing
Party a reasonable opportunity to contest, limit or assist the Receiving Party in crafting the disclosure„
and then such disclosure shall be made only to the extent necessary to satisfy such requirements.
D. Use of Pate. Nothing shall prohibit CorVel from using aggregate, non-identifying, statistical data
generated through its customers', including Customer, use of the CareMC Application and Online
Services for marketing purposes, provided that CorVel shall not use or disclose any such data or
information in a manner that would reveal the identity of or other confidential information concerning,
Customer. Such aggregate, non-identifying statistical data could include, without limitation, statistics
regarding usage of the CareMC Application and Online Services,the member of case refeaals generated
through the CareMC Application and Online Services and the efficiencies gained by CorVel customers
through their use of the CareMC Application and Online Services.
10. GOVERNING LAW
This Agreement shall be governed by and construed under tine laws of the State of Georgia and the United
States without regard to conflicts of laws provisions thereof. The parties expressly agree that the United
Nations Convention on Contracts for the International Sale of Goods is specifically excluded from
application to this Agreement.
11. DISPUTE RESOLUTION
READ THIS DISPUTE RESOLUTION PROVISION CAREFULLY. IT WILL HAVE A
SUBSTANTIAL IMPACT ON THE WAY THE PARTIES WILL RESOLVE ANY CLAIMS
WHICH THEY HAVE AGAINST EACH OTHER NOW OR IN THE FUTURE AMONG
OTHER THINGS, IF A CLAIM HAS NOT BEEN RESOLVED THROUGH NEGOTIATION
AND IS ARBITRATED:(I)NO PARTY WILL HAVE THE RIGHT TO PURSUE THAT CLAIM
IN COURT OR HAVE A JURY DECIDE THE CLAIM; (ii)A PARTY'S ABILITY TO OBTAIN
INFORMATION OR DISCOVERY FROM ANOTHER PARTY AND TO APPEAL IS MORE
LIMITED IN AN ARBITRATION THAN IN A LAWSUIT; (iii) THERE WILL BE NO RIGHT
TO PURSUE A CLASS ACTION IN COURT OR IN ARBITRATION OR TO CONSOLIDATE
CLAIMS; (iv) THE FEES CHARGED BY THE ARBITRATION ADMINISTRATOR MAY BE
HIGHER THAN FEES CHARGED BY A COURT;AND(v)OTHER RIGHTS THAT A PARTY
WOULD HAVE IN COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION.
A. Negotiation and Escalation of Disputes. In the event.of any dispute, controversy or claim arising
from or relating to this Agreement or the breach thereof("Claim"),the parties will attempt in good faith
to negotiate a solution to their differences,including progressively escalating any Claim through senior
levels of manages. If negotiation does not result in a resolution of the Claim within thirty(30)days
of the date when one party first notifies the other of the Claim,any party desiring to pursue that Claim
must do so exclusively pursuant to the arbitration provision set forth in Section 11B.
B. Arbitration Provision.To the extent permitted by applicable law,any Claim which a party desires to
pursue which has not been resolved through negotiation under Section 11A shall be submitted to and
finally resolved by arbitration in accordance with the following tams.
(i) Claim. "Claim,"as defined in Section 11A, includes, without limitation, initial
claims and counterclaims, disputes based on statutes, regulations, ordinances, common law,
equity, constitutions, contracts, torts and acts of every type (whether intentional, fraudulent,
This document enW.00 cm8daniat and pepeialry Menta on of the Putin sed cry not be disclosed or duplicated without the prior written
coma oftheParties.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
9
reckless or negligent),and requests for monetary and equitable relief. This arbitration provision
shall apply to the parties hereto, to their officers, directors, employees, affiliates, agents,
contractors,assigns and to third party beneficiaries of this Agreement. "Claim"includes only a
party's individual claims and not class action,consolidated or private attorney general claims,as
set forth in Section 11B(vi). In addition,"Claim" does not include disputes about the validity,
enforceability, coverage or scope of this arbitration provision or any part thereat cmcluding,
withat limitation, the Class Action and Consolidation Waiver in Section 10.B.(vi) and/or this
sentence);all such disputes are for a court and not an arbitrator to decide. However,any dispute
or argument that concerns the validity or enforceability of the Agreement as a whole is for the
arbitrator,not a court,to decide.
(h) Governing Law. This Agreement involves interstate commerce, and this
arbitration provision shall be governed, interpreted and enforced pursuant to the Federal
Arbitration Act("FAA"), 9 U.S.C. §§ 1 et sea,(and by the law of the state where[Customer]is
located to the extort state law governs the enforceability of the arbitration provision under
Section 2 oftthe FAA).
(iii) Administrator.The arbitration shall be administered by the American Arbitration
Association ("AAA") according to the Commercial Arbitration Rules (excluding the Optional
Procedures for barge, Complex Commercial Disputes) and the Optional Rules for Emergency
Measures of Protection of the AAA. A copy of the rules,forms and instructions for initiating an
arbitration and additional information concerning the AAA may be obtained by contacting the
AAA, 1633 Broadway,New York NY 10019,(800)778-7879,www.adr.org. If the AAA cannot
or will not serve and the parties are unable to select another administrator by mutual consent,a
court with jurisdiction will select the administrator; provided that no arbitration may be
administered,without the consent of all patties to the arbitration,by any organization that has in
place a formal or informal policy that is inconsistent with and purports to override the terms of
this arbitration provision.
(iv) Value:Arbitrator Selection. Arbitration shall take place at a location agreed to
by all parties within Augusta,Georgia or,in the absence of an agreement,at a place specified by
the AAA within Augusta,Georgia. The arbitration shall be heard by one(1)arbitrator who must
be disinterested, experienced in commercial transactions, and knowledgeable about the subject
matter of this Agreement The arbitrator shall be appointed jointly by the parties within thirty
(30)days following the date on which the arbitration is instituted and shall apply the AAA rules.
If the parties are unable to agree upon an arbitrator within said thirty (30)-day period, the
arbitrator shall be selected by the AAA pursuant to its rules within thirty(30)days thereafter.
(v) .rbitror Authority. The decision of the arbitrator shall be executory,final and
binding upon the parties hereto, except for any appeal rights under the FAA. Judgment on the
award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The
arbitrator shall follow the substantive law applicable to the Claim to the extent consistent with the
FAA and this Agreement, applicable statutes of limitation and applicable privilege rules. The
arbitrator will not have the power to award any damages excluded by, or in excess of any
damage limitations expressed in this Agreement. The arbitrator also will not have authority to
conduct class-wide, consolidated or private attorney general arbitration, as set forth in
Sectionl0B(vi). Upon the timely request of either party, the arbitrator shall write a brief
explanation of the basis for the award.
7 his locum in snouts confidential and peptide' infotmsfion of the Patties and may not be disclosed or duplicated without the per written
conessiofffiePenis.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
10
(vi) Class Action and Consolidation Waiver. Regardless of anything else in this
Agreement or this arbitration provision,no party to this Agreement or person or entity covered by
this arbitration provision will be allowed to participate in a class action in cantor in class-wide
arbitration, whether as a class r+eprve, class member or otherwise, or act as a private
attorney general,in connection with any arbitration or court proceeding involving this Agreement
or any Claim covered by this Agreement. In addition, any arbitration or court proceeding
involving this Agreement or any Claim covered by this Agreement may not be joined or
consolidated with any other arbitration or court proceeding involving a different agreement or
different parties. The arbitrator has no power or authority to conduct class-wide,consolidated or
private attorney general arbitration. The validity and effect of this Class Action and
Consolidation Waiver may be determined only by a court and not by an arbitrator. If a
determination is made in a proceeding involving the parties to this Agreement that the Class
Action and Consolidation Waiver is invalid or unenfarceabk, only this sentence of this
Arbitration Provision will remain in force and the remainder of this arbitration provision shall be
null and void, provided that the determination concerning the Class Action and Consolidation
Waiver shall be subject to appeal.
(vii) Arbitration Costs. The compensation and expenses of the arbitrator and any
administrative*es or costs associated with the arbitration proceeding shall be borne equally by
the parties. The AAA's fee schedule is posted on its website or may be obtained by writing or
calling the AAA. Each party must pay for that party's own attorneys, expert and witnesses
unless applicable law,this Agreement or the AAA's rules provide otherwise.
(viii) Continued Effect of Arbitration Provisjo i. Subject to the terms of Section
10.B.(vi),this arbitration provision will remain in force even if(a)there is a breach of or default
under this Agreement(b)this Agreement has been terminated and(c)a party to this Agreemait
becomes bankrupt or insolvent or a bankruptcy or insolvency proceeding is begun by or against a
party to this Agreement,to the extent consistent with applicable bankruptcy law.
(ix) Other Provisions. (a)If court proceedings to stay litigation or compel arbitration
or otherwise enforce rights under this Agreement are necessary, the party who unsuccessfully
opposes such proceedings will reimburse and pay all associated costs, expenses and attorneys'
fees that are reasonably incurred by the other party. (b)In no event shall a demand for arbitration
be made after the date when institution of a legal or equitable proceeding based on such Claim
would be barred by the applicable statute of limitations.(c)All proceedings that take place under
or in connection with this arbitration provision shall be considered Confidential Information of
both parties and subject to appropriate confidentiality restrictions and/or protective orders. (d)
Either party may apply to the arbitrator to seek injunctive relief until such time as the arbitration
award is rendered or the controversy is otherwise resolved. Either party also may, without
waiving any remedy under this Agreement, seek from any court having jurisdiction, interim or
provisional equitable relief that is necessary to protect the rights or property of that party,ping
establishment of the arbitral tribunal (e) In the event of a conflict between this arbitration
provision and the rules or policies of the AAA, or between this arbitration provision and other
parts of this Agreement,this arbitration provision shall govern.
(x) Acknowledgements. The parties hereby acknowledge that this Agrecaust is a
commercial,not a consumer, contract that they have had a full and fair opportunity to negotiate
the temps of this Agreement and this arbitration provision and to consult with and utilize counsel
This document contain confidential' and proprietary inttionstion of the Pada and may not be disclosed or duplicated without the prior written
consent of the Pretia.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
11
of their choice before signing this Agreement;and that they have entered into this Agreement and
this arbitration provision knowingly,intelligently,voluntarily and of their own free will.
C. kingitysaglid Either party may apply to the arbitrator to seek injunctive relief until such time as
the arfiitration award is rendered or the cosy is otherwise resolved. Either party also may,without
waiving any remedy under this agreement, seek from any court having jurisdiction, interim or
provisional relief that is necessary to protect the rights or property of that party,pending establishment of
the arbitral tnbuaal.
D. Fees and Costs. In any action or proceeding to enforce tights under this Agreement,the prevailing
party shall be entitled to an award of reasonable attorneys'fees and costs.
12. GENERAL PROVISIONS
A. Contacts for Notices. The parties'contacts for notices to be provided under this Agreement shall be
as set forth on the cover pages to this Agreement.
B. Assist. Neither this Agreement nor any rights, licenses or obligations hereunder, may be
assigned by either party without the prior written consent of the non-assigning party. Notwithstanding
the foregoing,CorVel may assign this Agreement to any acquirer of all or of substantially all of CorVel's
equity securities, assets or business related to the subject matter of this Agreement. Any attempted
assignmayt in violation of this Agreement shall be void and without effect.
C. Severability. Should any tetra of this Agreement be declared void or unenforceable by any court of
competent jurisdiction,such declaration shall have no effect on the remaining terms hereof;which shall
continue in fall force and effect.
D. Waiver. The failure of either party to enforce any rights granted hereunder or to take action against
the other party in the event of any breach heremde shall not be deemed a waiver by that party as to
subsequent enforcement of rights or subsequent actions in the event of future breaches.
E. Relationship of the Parties. The relationship of CorVel and Customer established by this Agreement
is that of independent contractor,and nothing contained in this Agreement shall be construed to(i)give
either party the power to direct or control the day-today activities of the other,(ii)constitute the parties
as patinas, franchisee-franchiser,joint venturers, co-owners or otherwise as participants in a joint or
common undertaking,or(iii)otherwise give rise to fiduciary obligations between the parties.
F. Force Maieu re. Except for the obligation to make payments,nonperformance by either party shall
be excused to the extent that performance is rendered impossible by war,acts of terrorism,shales,fire,
flood, hurricane, governmental acts or orders or restrictions, failure of suppliers, or any other reason
where failure to perform is beyond the control of the non-performing panty.
G. Entire Ate:Amendments. This Ag eanent and the Exhibits attached hereto dote the
entire, final, complete and exclusive agreement between the parties and supersedes all previous
agreements or representations, oral or written, relating to the subject matter of this Agreement. This
Agreement may not be modified or amended except in writing signed by a duly authorized representative
of each party. Both parties acknowledge having read the terms and conditions set forth in this
Agreement and all attachments hereto, understand all terms and conditions, and agree to be bound
thereby.
Thin document dins conlidential and proprietary infona.00n of the Pieties and may not be diaeioaed or duplicated without mo prior written
cement of lite Parties.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
12
Cared adnowledges that this contract and any changes to it by amendment,modification,change order
or other similar document may have required or may require the legislative authorization of the Board of
Coeamiesioned and approval of the Mayor.Under Georgia law,CorVd is deemed to possess knowledge
provisionconcerning Augusta,CorVers of Georgia's ability to assume contractual Georgia uonderar�s of
an unauthorized contract,
fit,modification,change order or other similar document,including the possibility that CorVd
may be precluded from recovering payment for such unauthorized goods or services. Accordingly,
CorVel agrees that if it provides goods or services to Augusta, Georgia under a contract that has not
received proper legislative authorization or if Cored provides goods or services to Augusta,Georgia in
access of the any contractually authorized goods or services,as required by Augusta,Georgia's Charter
and Code,Augusta,Georgia my withhold payment fir any unauthorized goods or servicer provided by
CorVel.CorVel assumes all risk of non-payment for the provision of any unauthorized goods or services
to Augusta,Georgia,and it waives all claims to payment or to other remedies fir the provision of any
unauthorized goods or services to Augusta, Georgia, however characterized, inducting, without
)imitation,all remedies at law or equity.
IL Counterparts:Facsimile Signatures.This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original,but all of which together shall constitute ane and the same
inetrumeent. Delivery of a facsimile copy of a =madly signed signature to this Agreement shall be
deemed to be valid execution of this Agreement by the signatory.
L P itian
aping Continent Feet. CorVel warrants that no paean or selling agency has been
employed or retained to solicit or secure this Agreement upon an agreement or understanding for a
commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agencies meiatsined by CorVel for the purpose of securing business
and that the CorVel has not received any non-Customer r fee related to this Agreement without the prior
written consent of the Customer. For breach or violation of this warranty,the Customer shall have the
right to annul this Agreement without liability or at its discretion to deduct from the Agreement Price of
consideration the full amount of such eommisden,percentage,brokerage or contingent fee.
J. Prompt Payment Act. The tams of this Agree meat supersede any and all provisions of the Georgia
Prompt Paymag A
K. Lggaiggaliggigus. In accordance with Chapter 10B of the AUGUSTA, GA. CODE, CorVd
expressly agrees to collect and maintain all records necessary to for Augusta, Georgia to evaluate the
effectiveness of its Local Small Business Opportunity Program and to make such rewards available to
Augusta,Georgia.The requirements of the Local Snell Business Opportunity Program can be fend at
www.augustaga.gov. In accordance with AUGUSTA,GA.CODE f 1-10-129(d)(7),for all contracts where
a local small business goal has been established, CorVel is required to provide local small business
utilization reports. Cared shall report to Augusta, Georgia the total dollars paid to each local smell
business on each contract, and shall provide such payment affidavits, regarding paymart to
subcontractors as may be requested by Augusta, Georgia. Such documents shall be in the format
specified by the Director of minority and small business opporhmities,and shall be submitted at such
times as required by Augusta,Georgia. Failure to provide such reports within the time period specified
by Augusta,Georgia shall entitle Augusta,Georgia to exercise any of the remedies set forth,including
but not limited to,withholding payment from CorVd and/or collecting liquidated damages.
This domino eoataiesooandatian mid piopta eyithoo AL_ofiheMiaaalasynotbedialogedar**Srdwirhoutthe prior wriggle
coassatcH do Patio.
Augusta,Georgia Consolidated Government TPA Services Agaeemest FINAL 12-19-14
13
EXHIBIT A
Workers'Compensation Clain Management Services
Terms and Conditions
L DESCRIPTION OF WORKERS' COMPENSATION CLAIMS MANAGEMENT
SERVICES
(a) Customer shall promptly notify CorVel of all incidents subject to the services described
in this Amt
(b) First report of loss services involve gathering pertinent information related to a work
injury and reporting such information to the appropriate state industrial accident board or
commission as required by law, and is used to facilitate CorVel's initial review of the
claim to determine whether the claim is likely to be medical-only or lost time and to help
guide the initial determination of Services that may be required empt ort Services").
(e) Carver's Workers'Compensation Claims Management services provide Customer with a
process to comply with Customer's workers' compensation issues in the applicable
jurisdiction. CorVel shall provide workers' compensation claims management services
set forth herein to Customer on behalf of employees that sustain work related injuries
("Injured Employees"). CorVel may subcontract with a third party to provide some
portion or all of its claims management services obligations hereunder with the express
prior written consent of Customer.
(d) CorVel shall provide to Customer aminal excess insurance bids from"A"rated excess
carers at the lowest possible rates no later than December 31st of each year, Such bids
shall,at a minimum,include the specific limit,the Customer's liability,self-insured
retention(SIR)per employee,gemitnn rate,deposit premium,minimum per,and,
if applicable,incidents in the previous year that exceeded SIR. Customer shall be
responsible for selecting excess insurance carrier from the bids provided and will enter
into a separate agreement..
IL DELIVERY OF FIRST REPORT OF LOSS SERVICES
(a) CorVel shall provide First Report Services to Customer upon receipt by CorVel of
specific requests from Customer. Prior to the implementation of CorVel First Report
Services and as required during the Term of this Agreement, Customer may provide
CorVel with instructions regarding the scope and extent of tlm First Report to be
performed by CorVel. Absent such instruction, CorVcl First Report Services shall be
performed as described below.
(b) Customer shall initiate First Report Services by (i) ettaing such information online
through CareMC, (ii)calling CorVel via a toll free number provided by CorVel,or(iii)
nixing such information to the CorVel intake specialist CAistomer or the Customer
representative entering such information on CarthfC,making such calls, or faxing such
information shall provide CorVel with all information required to complete the First
Report of Loss form required by the applicable state ").Required
Information generally includes the following:name/address of claimant,date of incident,
description of injuries,social security number,date of birth,foyer, salary,and other
descriptive information reasonably required by CorVel, and may include information
required by applicable statute (e.g., employer TIN). CorVel shall (i) provide sufficient
nt
staff to handle all incoming calls, and(ii)be prepared to complete First Report of Loss
forms for all applicable states.
This document contains confdead.l and poprictuy informed=of the Penis and may not be disclosed or duplicated without dm prior wham
content of dm Parties.
Augusta,Georgia Consolidated Government TM Services Agreement FINAL 12-19-14
14
(c) Once the Required Information is validated and confirmed by a CorVel rqffesentative,
First Report of Loss forms will be made available to Customer through the CareMC
Application. CorVel will, upon request of Customer, provide a hard copy of the
completed Fust Report of Loss form to the Customer. An electronic copy shall be
available to Customer via CareMC. To the extent permitted by the applicable state
industrial accident board or commission,the Required Information shall be transmitted
electronically.
(d) To the extent required by applicable statute or otherwise agreed in writing by CorVel,
CorVel will file additional reports on earlier-fled First Reports of Loss Clohtzugot
"9.
(e) Unless agreed to otherwise in writing by the parties,any questions or concerns from an
industrial accident board or commission concerning First Reports of Loss forms
completed by CorVel heramder will be handled directly by CorVel. All such inquiries
will receive an initial response within the next business day following CorVel's receipt of
the inquiry. CorVel will keep Customer apprised of any inquiries it receives and the
response thereto. CorVel will send a written response to the inquiry within five (5)
business days outlining the nature of the inquiry and the resolution of same by CorVel. A
copy of such response will also be sent to the attention of the designated Customer
representative if requested in writing by Customer.Customer shall have the right,but not
the obligation,at any time and at Customer's expense,to interject itself into the inquiry
between CorVel and the industrial accident board or commission, and in connection
therewith to resolve the inquiry in a manner acceptable to Customer at its sole discretion,
in which case Customer shall defend, indemnify and hold harmless CorVel from and
against any claim,liability,damages or costs arising from Customer's handling of such
inquiry or the resolution thereof
IE. DELIVERY OF CLAIMS MANAGEMENT SERVICES
(a) Customer shall arrange so that all claims and all related bills of any type, as well as all
other correspondence that Customer receives relating to such claims,are sent directly to
CorVel. CorVel shall perform all of the following"Claims Services"in connection with
each portion of a Claim related to Workers' Compensation benefit payments for lost
imam (each an "Ay Claim") and one or more of such Claims Services with
respect to that portion of a Claim related to Workers'Compensation benefits other than
payments for lost income (each a `Non-Indemnity "). All Claims Services
provided by CorVel under this Agreement ment shall be performed in accordance with the
guidelines set forth in Sections It-IV of this Exhibit A:
(i) CorVel shall immediately assign each new Indemnity Claim and Non-Indemnity
Claim to CorVel's designated claims professional.
(ii) Utilizing CorVel's CareMC Application or other applicable CorVel Online
System, CorVel shall maintain a chronological record of all Claims Services
performed by CorVel.
(iii') CorVel shall make all filings related to Indemnity Claims and Non-Indemnity
Claims with the appropriate state Workers'Compensation regulatory authorities.
(iv) CorVel shall maintain a complete and acannte claim file for each Indemnity
Claim and Non-Indemnity Claim.
(v) CorVel shall perform reasonable and necessary administrative and clerical work
including,without limitation,the following:
This document reissue confidential and proprietary iafo®adoe of the Parties and may not be disclosed or duplicated without the prior written
consist oft&Parties.
Augusta,Georgia Consolidated Government TPA Services es Agreement FINAL 12-19-14
15
(A) Investigate all Indemnity Claims and Non-Indemnity Claims..
(B) Determine and evaluate any coverage and/or cobility issues and
provide Customer with appropriate recommendations and advice
regarding the same.
(C) Adjust, handle, or settle to a conclusion those Indemnity Claims and
Non-Indemnity Claims that CorVet believes the Customer is legally
obligated to pay under applicable state law and regulations, and in
accordance with the authority granted to CorVel by Customer under the
(D) Prepare checks for payments of Indemnity claims, Non-Indemnity
Claims and Allocated Loss Adjustment Expenses.
(E) Prepare documents as necessary to close out Indemnity Claims and Non-
Indemnity Claims.
(vi) CorVel Shall perform Bill Review Services which will include CorVd's
proprietary computerized bill l review software program enables an application of
the appropriate Fee Schedule,and further value-added applications subscribed to
by client which includes PPO,Professional Review,Enhanced Bill Review
(CERiS),Onsite,and Check writing Services applied to medical provider bills
("Provider Bills"),hospital bills("Hospital Bills")and,both together,`Bills").
(A) Professional Review Services. CorVel may provide professional review
services to verify coding by providers are valid.This can include clinical
review to validate coding is correct for all applicable Provider bills,
Ambulatory Surgical Center bills, and all Hospital Bills ('inpatient and
ent)including
(1) review and analysis of codes, charges and billing structure for
incorrect coding, incorrect billing, bundling, and up-coding of
procedures which effect Fee Schedule values;
(2) review of bills, records, and documentation by a muse and/or
coder,
(3) separation of charges not related to the compensable injury;
(4) diagnostic related group validation (i.e., verification that the
diagnostic related group billed is appropriate for the services
rendered);and
(5) cost shifting of revenue and CPT codes.
(B) Hospital Line Itemization Review Services (as applicable to facilities
exempt from Georgia Fee Schedule). CorVel's Enhanced Bill Review
Services (CERIS) arc performed on Hospital Bills (impatient and
outpatient)in excess of two thousand five-hundred dollars($2,500) and
consist of procurement of actual bill itemization, (i) a line-by-line
validation and comparison of the itemization description charges actually
billed by a particular hospital to what CMS billing guidelines allow to be
separately billed for in order to disallow inappropriate charges,and then
will compare the valid itemization descriptions to the average itemization
description charges utilized by other hospitals within a pro-designated
geographic area,and(ii) a review of charges that fall outside of any re-
nds document cootaise oa"daorial mad propnetesy hdtenuttiaa a[the Partes and my sot be dialoged or dep6.-ted without the prior written
comet of the Pa,iI .
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
16
contracted discounts or fee scheduler, and generates payment
recommendations in accordance with the Customer's "Payors
Allowable" language. This service does not itself include negotiation
services nor Implant Cost Services.
(C) Negotiation Services(as applicable to facilities exempt from Georgia Fee
Schedule). CorVel's Enhanced Bill Review Services (CERiS) can
provide negotiation services with respect to all Hospital Bills (inpatient
and outpatient)in excess of two thousand five-hundred dollars($2,500).
CorVel will contact the provider for agreement of the negotiated rate.A
signed agreement regarding such rates will be maintained by CorVel.
CorVel will use its commercially reasonable efforts to enter into an
agreement regarding negotiated rates in accordance with a mutually
agreed upon
(D) Implant Cost Review Service (as applicable to facilities exempt from
Georgia Fee Schedule). CorVel's Enhanced Bill Review Services
(CERiS) can include Implant Cost Review services with respect to the
applicability of the Customer's "Payors Allowable" plan or policy
language that specifically addresses implant payments. CorVel will
identify and provide the manufachnert implant cost through its
proprietary repository of national implant invoice data. CorVel then
ddamines the recommended payment in accordance with the
Customer's "Payors Allowable". In the event there is insufficient
implant invoice data for the requested implant, CorVel will notify the
Customer and CorVel shall not be responsible for any costs, fees,
damages or penalties for any such inability of CorVel to produce a cost
savings per Customer's request
(E) CorVel's prefaced provider option is a network of hospitals,
physicians and other health care providers ("Participating Provides')
that offer services at pre-negotiated rates("PPO Network").
(b) CorVcl shall, process claims and process the disbursement of benefit payments to
claimants and providers entitled to such payments from Customer. Funding for the
payment of all benefits to claimants, providers, vendors and"allocated loss adjustment
expenses"(as defined below)is the sole responsibility of Customer and Customer agrees
to be liable for and fund all proper daims processed by CorVel. Such payment shall be
made through a bank account established by CorVel. There shall be one account
established for claims relating to both First Reports of Loss arising on or after January 1,
2015 and for claims relating to First Reports of Loss that arose prior to January 1,2015
that were administered by Georgia Administrative Services (the "bank account"), if
applicable(Le.,if CorVel is assuming responsibility for providing Claims Administration
services for claims occurring prior to the effective date of the Agreement). CorVel shall
provide Customer with a check register in a mutually agreed format for each checkrun
drawn on a bank account prior to mailing of the checks. CorVel also will provide
Customer information as necessary for Customer to prepare periodic bank account
reconciliation reports. Customer agrees to pay into the bank account funds sufficient to
pay approved claims and to maintain the advance deposit set forth below and to provide
CorVel with such authorizations as shall be necessary to make the required instruments
valid claims against Customer. Notwithstanding the other provisions of this Agreement,
if payments are not made when due, Customer shall be in default and subject to
ml document cameos coal and pmpdedsy anhaline oldie Prudes sad may sat be disclosed or duplicatal without the piorwiitten
consent dthe Pastia.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
17
immediate termination without notice, and CorVel shall have no liability for claims,
penalties or other damages arising out of or relating to any such failures on the part of
Custer.
(i) Customer shall make an initial advance deposit into the bank account in an
amount equal to prior year claims and medical payments monthly average plus
$50,000 for threshold Dollars($167,500.00).
(i") "Allocated loss adjustment expenses" or"ALAS" shall mean claim adjustment
costs and expenses incurred by CorVel or its subcontractor and allocated by
CorVel to the investigation, adjustment and settlement or defense of a claim for
benefits,including,without limitation,attorneys'fees and disbursements,pre and
post judgment interest,court reporter services and transcripts,deposition charges
and transcripts,fees for service of process,court costs,cornier/express mail,long
distance, appeal bonds, printing costs related to trials and appeals, witness and
expert fees, medical examination and review, laboratory costs, engineering,
independent adjuster fees, smvee, photography, and similar costs and
expenses reasonably incurred and related to the investigation and defense of
claims or the protection and collection of subrogation rights of the Customer.
(c) CorVel shall provide Customer with payment services through Check Writing services in
accordance with specifications mutually agreed by Customer and CorVel.
(i) The checks referred to in Section 11(d) will be drawn on CorVel's account at
Wells Fargo Bank, Portland,Oregon or CarVe1's account at such other bank as
the parties of this Agreement may mutually accept, as evidenced by a letter or
written document signed by both parties(her^eatter,the'41."),with Customer
identified on each check as the insurer or any insurance curvier as such may be
required. Check Writing services shall also include IRS form 1099 filing and
associated follow-up, bank reconciliation, and bank fees specifically related to
such processing if Customer is using CorVel's bank account Otherwise, such
services will be subject to an additional fee.
(d) CorVel agrees to provide the following services to Customer relating to the processing
and payment of claims:
(i) to receive claims and process payment of benefits in accordance with applicable
State(s)program guidelines required for the payment of workers' compensation
claims;
(ii) to correspond with the claimants,providers of services and vendors if additional
information is deemed necessary to complete the processing of claims;
(iii) to determine the amount of benefits payable;
(iv) to provide notice to claimants as to the reasons) for denial of benefits (when
such are denied)and to provide for the review of such denied claims;
(v) to receive and process for payment claims for benefits incurred prior to the
Effective Date in consideration for the separate fees established in Exhibit B;and
(vi) at Customer's request,to provide specified additional services for such fees as
the parties mutually agree;
(c) Subject to applicable law, all claims files, data, systems and records and associated
documents and notices regarding the administration of claims and provision of services
pursuant to this Agreement and the payment of claims and allocated loss adjustment
The doaimest contains confidential and peopriet y inetmedcn of the Patties sad may not be disclosed or dapmieeted without*spier written
consent of the Poetics.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
18
expenses,may be audited,examined,and copied by Customer,its representatives,excess
canters, reinsurers ar any state insurance department or other regulatory body that so
requires, at Customer's expense,at any time or times during CorVel's normal business
hours and with not less than thirty (30) days advance notice; and notwithstanding
anything to the contrary contained in this Agreement.
(f) CorVel is and shall remain an independent contractor with respect to the services being
performed hereunder and shall not for any purpose be deemed an employee of Customer,
nor shall CorVel and Customer be deemed partners,joint venturers or governed by any
legal relationship other than that of independent contractor as set forth herein. CorVel
does not assume any responsibility for the adequacy of the funding of benefits or any act
or omission or breach of duty by Customer.
(g) CorVel is not in any way to be deemed an insurer,underwriter or guarantor with respect
to any benefits payable under Customer's workers'compensation program.
(h) CorVel may rely on instructions received from such person or persons as Customer may
front time to time designate in writing,provided that no such instruction may vary the
terms of this Agreement.
(i) Unless otherwise directed by Customer or precluded by law, CorVel shall. seek
subrogation recoveries on behalf of Customer and shall provide Customer with any
recoveries obtained, minus the attorneys' fees and costs incurred in obtaining such
recoveries. Customer represents and warrants that its workers' compensation program
provides for rights of subrogation. Customer delegates and/or assigns these subrogation
rights and third party recovery rights to CorVel as its agent for purposes of subrogation
only. Customer shall assist CorVel in its subrogation efforts by providing requested
information and documentation. CorVel may engage the services of a subrogation
management firm to assist with the identification and management of subrogation cases.
The fees charged by the subrogation management firm will be deducted from any
recovery. In those cases where the subrogation recovery efforts of the claimant's
attorney should be compensated, Customer delegates to CorVel full authority to act on
behalf of the Customer to negotiate reasonable attorneys' fees. In those instances where
Customer's subrogation lien, in the opinion of CorVel, should be compromised or
abandoned,Customer delegates to CorVel full authority to act on behalf of Cuator to
compromise or abandon the lien. Any determination by CorVel with respect to
subrogation liens shall be final and conclusive,unless overturned by order of a limited
arbitrary and capricious standard of review.
(9 CorVel shall consult and cooperate with Customer with respect to any loss or claim
resulting in a lawsuit being instituted against Customer. Nothing in this paragraph shall
be construed in any way as a waiver by CorVel of any attorney/client,work product or
other applicable privilege with respect to any materials or documents prepared by CorVel
or its counsel in anticipation of litigation.
(k) CorVel shall assist, cooperate and participate with Customer, carriers and reinsurers in
connection with claim reviews and audits and catastrophic injury claim analysis and
excess claim related reporting.
IV. SERVICE CRITERIA,STANDARDS AND GUIDELINES
(a) Assisnrneats: Customer will notify CorVel, either via Car fC, telephone or facsimile,
that Custom's employee has sustained a work related injury. All new Lost Time claims
will be acknowledged and established by Car'VVel within the next business day following
such notice.The acknowledgement will included the name and contact information of the
Thee doeunuxt ooteaas cad ideadal add proprietary io8xaoatioo of the Ponies and may not be dtadosed or duplicated without the pier mitten
000seot of the Paetiea.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
19
assigned Adjuster.
(b) : As warranted, and always with regard to lost time, or anticipated lost time
claim situations, initial contact with the injured employee will be made within the next
business day following receipt of a new assignment claim. Contact with the Physician,
and employer,if required will be made by the next business day.
(c) •Completed and documented within 30 days item date of assignment.
This document contahas coatsconfdid and popddary infomgion o!the Pardee and may not be disclosed or dupdieated without the prior written
consent of the Pasties.
Augusta,Georgia Consolidated Govt TM Services Agreement FINAL 12-19-14
20
EXHIBIT B
Fees
(1) DutingJmitial Term. Fees during the Initial Team of this Agreement shall be as follows:
3 Year Contract for Services
Total service cost—contract term February 1,2015-January 31,2018
$ 240,000*
Contract Payments:
Annual Fee 2015 $ 75,000*
Annual Fee 2016 S 80,000*
Annual Fee 2017 $ 85,000*
*Claime Adrainistr+ation Flat Fee for Life of Contract assumes agreement of terms and delivery of
CorTel's Managed Care Services in support of claims management to impact the overall cost of claims
for Augusta.Should Carrier Oversight Fees apply,they will be billed from carrier to client.
The following program elements are included at go additional charm to the Claims Admi istratbn
Service costs noted above:
24/7 Nurse Call Center Program Implementation One Checking Account
Nurse Triage Data Conversion Banking Fees for Checking Acct.
Account Management RMIS Access for up to 5 users Storage of 100 axisting file boxes
Qtrly Claim Reviews Annual Stewardship Tail Claim Management
Both parties agree that(either Medical Only or Lost Time claims volumes increase by ten percent(10
percent)or more from the past three year average that both parties shall mutually agree in writing to a
price adjustmentforsuch change in volume of claims.
Miscellaneous—RMLS(CareMC Access by Authorized Users)
Access by Restricted Users Additional users above 5 $ 60.00 per Restricted User per year
Bill Review Services
Bill Review $8.00 per bill
Professional Review 27%incremental savings
Enhanced Bill Review 27%incremental savings
PPO Access 27%incremental savings
Case Management
Telephonic Case Management $88.00 per hour
Field Case Management $92.00 per hour
This docent=wetting int and psm irtery iafanostion of the Pigsties and any not be disclosed or duplicated without tie prior smitten
convent of the Parties.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
21
Pharmacy
Retail Brand Drugs AWP minus 3%+$4.50
Retail Generic Drugs AWP mimes 7%+$4.50
Marl Order Brand Drugs AWP minus 9%+$4.00
Mail Order Generic Drugs AWP minus 17%+$4.00
Clinical Modeling Included
(2) Fees Dng Renewal Tams: CorVel shall increase the Fees associated with the above Services
annually on the effective date of the Renewal Tam. Such increase shall be equal to the greater of: (i)
three percent(3%)or(ii)the percentage increase in"CPP'for the immediately available preceding twelve
(12) month period plus two percent (2%). For the purposes of this Agreement, "CPI" means the
Consumer Price Index U.S.City Average for Urban Wage Earners and Clerical Workers,All Items,of the
United States Bureau of Labor Statistics (1982-1984=100). If the roamer in which such CPI as
determined by the Bureau of Labor Statistics is substantially revised,an adjustment will be made in such
revised index which would produce results equivalent, as nearly as possible,to those which would have
been obtained had the CPI not been so revised. If the 1982-1984 average is no longs used as the index of
100,such change shall constitute a substantial revision.
(3) Fees for Additional Professional Services: If Customer requires any additional professional
services from CorVel relating to the Services or the CarcMC Application, including but not limited to
integration of the CareMC Application with EDI or other Customer systems, Customer shall submit a
written request to CorVel for such services. CorVel shall,in good faith,consider providing such services
at its then-current professional services fee rate and standard terms and conditions.
(4) Fees Adiustments for Reylatozy Manses: It at any time during the Term of this Agreement,
regulatory or legislative changes impact CorVel's business operations and add to CorVel's costs of
providing the Services,CorVel may(a)increase its fees for one or more Services upon written notice to
Customer,or(b)terminate this Agreement upon ninety(90)days written notice to Customer.
(5) Diliina and Payments for Pharmacy Program:
(a) Charges for medications processed through the Pharmacy Program will be applied to the
claim file.
(b) CorVel uses the Medi-Span AWP at pre-settlement levels. To maintain pricing neutrality
CorVel applies the established multiplier to impacted prescriptions.
(c) Relative to state fee schedules,CorVel will apply the lesser of the Customer's contracted
pharmacy rate or the applicable state fee schedule. The following exceptions apply.
(i) All California pharmacy prescriptions will be priced at the California fee
schedule.
(ii) To the extent that the fee schedules rate in any state other than California is less
CorVel's acquisition costs,CorVel will apply the lesser of Customer's contracted
rate or CorVel's acquisition cost.
This document conies confidential end proprietary iaaaosadon ofthe Pallia and may nes be disclosed or duplioated.vldaut the prier written
consent of the Patties.
Augusta,Georgia Consolidated solidated Government TPA Services Agreement FINAL 12-19-14
(d) Both parties understand that pricing indices hinorically used (including under this
Agreement) for determining the financial components of pharmacy billing rates are
outside the control of CorVel and Customer. The patties also u daatand there are cute-
market industry,legal,governmental and regulatory activities which may lead to changes
relating to,or elimination of;these pricing indices that could alter the financial positions
and expectations of both parties as intended under this Agreement. Both parties agree
that,upon entering into this Agreement and thereafter,their mutual intent has been and is
to maintain pricing neutrality as intended and not to benefit one party to the detriment of
the other. Accordingly,to preserve this mutual intent,if CorVel undertakes any or all of
the following:
(i) Changes the AWP source across its book of business(e.g., from Medi-Span to
First Databank);or
(ii) Maintains AWP as the pricing index with an appropriate adjustment in the event
the AWP methodology and/or its calculation is changed,whether by the existing
or alternative sources;or
(iii') Transitions the pricing index from AWP to another index or benchmark(e.g.,to
Wholesale Acquisition Coat).
(e) Pharmacy rates will be modified as reasonably and equitably necessary to maintain the
pricing intent under this Agreement. CorVel shall provide Cintomer with at least ninety
(90)days prior written notice of the change(or if such notice is not practicable,as much
notice as is reasonable under the ances), and written illustration of the financial
impact of the pricing source or index change(e.g.,specific drug examples). If Customer
disputes the Illustration of the financial impact of the pricing source,both parties agree to
cooperate in good faith to resolve such disputes.
nit dominant contains confidential aid propeietny infoematian of the Pao des and may not be disclosed or d+epuatad without the prior wines
corset of he Patter.
Augusta,Georgia Consolidated Government TM Services Amement FINAL 12-19-14
23
EXHIBIT C
CareMC License Agreement
This CAREMC LICENSE AGREEMENT(the is incinerated by reference into the Services
Agreement(the to which it is attached. The parties acknowledge and epee that the terms and conditions
under which the Services are provided by CorVel and received by Customer shall be governed by the Master Agreement
(including without limitation all additional Whits and applicable Schedules sttadeed thereto),while the terms and conditions
under which Cummer may acmes and use the Online Services shall be governed by the tame and mations of this CaeMC
License Agreement. AU defined terms used herein and not elbowing defined shall have the naming seaibed to such tarns in
the Mester Agreement.
1. ACCESS TO THE CAREMC APPLICATION
Prior to accessing the CaeMC Application,Customer shall provide CorVel with certain
registration information requested therein "). Customer covenants that the Regienudon hibernation
Customer provide.will be true,accurate,esarent and complete and will be updated as necessary to it se.
B. passwords and Levels of Access.As soon as practicable atter the elocution of this Agreement,Ce.Vel shall create a
unique mmaseoe and password for each individual Authorized User identified by Customer as requriog access to the Online
Services. Customer shall then designate two groups of Authorized Usas. The first group of Authorized Users smock<ed
Um")shall have meow to only the dila available an the CareMC Site that relates to claims specific to that Authorized User and
such other data that rummer specifically requests in wilding be accessible to such Authorized User. The second group of
Authorized Users shall have scans to all data available an the Cor !C Site that:elates to claims
specific to Customer. Antero by Individual Users and Non-Reatsic ted Users to data available on the CareMC Site shad be
subject in all ases to any limitsdaw imposed by applicable law.
C. Authorized Users shall have access to all data available through the CarehIC Application,inclnd ng data
that constitutes or combine'Jaote ted health Win"MOW)as such term is de4oed in 45 CFR Section 164.501 of the
regulations promulgated by the U.S. Depertahnit of Health and Human Services under the Health Insurance Portability and
Accountability Act of 1996,Public Law 104-191(` ")and the Health Dation Tahnology for Economic and Clinical
Health Act, which is at Section 13400, et. seq. of the American Recovery and Reinvestment Act of 2009("ARRA"), and
guidance promulgated demander('HITEQF"),but shall only have access to PHI Data to the extort necessity for Customer to
render payment on a claim,and then only to those pardons or amounts of PHI Data that am determined by CorVel,in its sole
discretion,to be the minimum accessary for Customer to resider payment on such claim.
D. Seomity of Passwords. Customer admowledges and agrees that it shall be solely responsible for (1) selecting
Authorized Users,(n)assigning the widens levels of authority and access each Authorized User may have to the CareMC
Application,Online Services and Customer r Data,including by determining which Authorized Users shall be Non-Restricted
Users,(iii)ensuring that only Authorised Users have access to the passwords provided by CorVel or changed by Authorized
Users,(iv)implementing a system to control,Mack sad acconnt for ell passwords,(v)strictly maintaining the confidentiality and
integrity of all passwords and level,of authority among Authorized Users,and(vi)enuring that Authorized Users shall at all
times comply with the terms and conditions of this Agreement. Customer hither agrees the it shall notify CorVel immediately
in writing if the security or inter*of a password has been compromised. CorVel will provide reasonable cooperation to
Cinema In the event of a security breach. Such support will include but not be limited to suspending service for passwords
whoee security or integrity has beat violated. Passwords maybe changed at any time by Authorized Us®,and must be changed
at least once every ninety(90)days.
H ggimer o.Re armsibility fur ensuring that the content and data provided by or for Customer("Cu tamer Date"!to
be entered into the CarehfC Application by CorVel is accurate and refects Customer's requirements lies solely with Cummer.
All data generated by and through Customer's use of the CareMC Application and Online Services shall reside on CorVel's
server.CorVel reserves the right to teaiararily suspend atoms to any Customer Data that it determines,in its sole discretion,
violates the tams end conditions of this CareMC License Agreement or any applicable laws.
F. Cuomo Representations. Customer apnoea that(i)it has the legal salinity to provide the Customer Data to
CorVel hereunder,and(ii)it is fully aware and knowledgeable of and shall comply with its duties and respoawnbslitiee with
respect to the privacy and confidentiality of medical records and protected health information under applicable federal and state
laws, including but not limited to thane imposed by HJPAA. Upon written notice to Customer, CorVel airy modify or
temporarily suspend Customer's access to and use of the CareMC Application,Online Services and/or Cerc iC Site as necessary
to comply with any law or regulation.
2. LICENSE AND RESTRICTIONS
A. Limited Lionise. Subject to the tans and conditions of this CareMC Licata Agreement,CorVel grants to Customer
during the License Tams(as defined a Section SA below)a limited,non-occlusive,non transferable,nos-stbbileenasble Heenan
to access and use, and allow Authorized Users to access and use,the CerehiC Application via the CareMC Site solely for
Customer's own internal business use and operations.Cinema shall antg and me the CareMC Application in accordance with
This dacromaotcontains mal sad propriessry ialbamation of the Parties sod nay not bo disclosed crduplicated without the pier written
content of the Pastia.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
24
the seer's prides and online men provided to Customer by CorVel(' ')and all applicable laws,statutes,
mks and repletion..
B. Eggriedgm.Customer shall not,and shall not allow Authorized Users or any third party to(I):ant,lease,re-llcaose or
otherwise provide access to the CateMC Application or Online Services to any third party.(h)alta,modify or create derivative
wake of the CareMC Application,(ice)use any reverse compilation decompilation or dumbly to urs or similar methods
to tkw'niae any design aducture,concepts and amstructien method of the CareMC Application or replicate the fimetiooalty of
the areMCApplication for any d m the CareMC,or Cor in ApplicationC or any contact,materials,information and other
data providing the Online Samba("CorVd Canteet")and/or Decu a dation
without CorVel's prior written consent.
C. Third Parties. Customer shall not allow any third party to have access to the CanMC Application or Online Services
without prior written consent of CorVel and manning that(t)such third party tote"into a legally enforceable written agreement
with Cor'Vel,or(ii)such third party cetera into a legally enforceable written agreement with Customer consistent with the tarns
of this Card fC License Agraerneht and which shall include tams at least as protective of CorVel as the following Sextions of
this CaeMC license Agreement Sections 1A-1F,2B,2D,3B,and 4A-4E.
D. "Maw. CorVel owns and shall retain all right,title and iooaest in and to the Ca cMC Application,
Downton,CareMC Site,Online Servicer,CorVel Content and any intellectual property rights inherent therein or arising
therefrom. In addition to C c rVe l's rights in the individual tenant of the CorVel Content,CorVel owns a copyright in the
selection,coordination,ora ge ant and enhancement of the CorVel Content Neither Customer nor any Authorized User shall
obtain any ownership rights,express or implied,or any other rights other than those fly set forth hada in the CeeMC
Application,Documentation or CorVel Content. CorVd raraves the right,at any time in its sole(Secretion and without liability
to Customer,to delete or change features of the CareMC Application,CareMC Site or Online Services provided such changes do
not m terialy alta the qty of the CareMC Applisation.
> gemnliensejdriggeging CorYd may monitor and perform remote audits of Customer's use of the CadMC
Application and CareMC Site for the purpose of verifying that Customer and Authorised Uses as using the CarehfC
Application in compliance with the tams of this CareMC License Agreement CorVel reserves the right to temporarily suspend
Customer's or any Authorized User's access to the CereMC Application in the event Customer or such Authorized User engages
in,or CorVel in good faith suspects is engaged in any sized conduct To the ectent CorVel requires acme to Customer's
facilities to conduct an audit hereunder,Customer arses to provide such access upon reasonable advanced notice and during
Customer's regular business hours.
3. 1IPRASTRUCTURE,MAINTENANCE AND SUPPORT
A. CorVel leframnmse Obligatipp.. Subject to Customer's compliance with the tams and conditions of this CamMC
License Agreement,CorVel shall be responsible for providing and maintaining the hardware,software and other equipment
required to host the CareMC Application for Customer ettedgraufmaigoggel.The CamuMC Infrastructure is subject to
modification by CorVel from time to time for purposes such as adding new flactionality,maximizing operating efficiency and
upgrading hardwire,provided sack modifications shall not in the aggregate degrade the performance of the Online Services
utilized by Customer.Customs acknowledges and agrees that such modifications may require changes to Customer's Internet
access and/or telecommunications infrastructure to maintain Customer's desired level of performance. Carvel shall give
Customer reasonable prior written notice of any required modifications.
B. Customer jpftestructere Obliatoas. Except for the CareMC Infrastructure, which will be provided by CorVel,
Customer shall be responsible for obtaining and maintaining all hardware, software, eq►ripmeat. Internet access and/or
teleoonununications services and other items or services ihmished by third party wader"or providers
required to enable Outcome to access and use the CareMC Application and CareMC Site as contemplated haeander.
C. limegg. CorVel will provide general support ruing questions an the CareMC Application via email and by
telephone firm Monday through Friday between the hoes of 5:00 a.m.and 6:00 p.m.Pacific Standard Thee,excluding holidays.
D. $checkled Mainte nanrx. CorVd will use reasonable a tbste to (i) pal nn any scheduled downtime c uteid:of
Customer's nand business hours,(ii)notify Customer of all scheduled downtimes at least seventy-two(72)hours in advance
and(iii)perform software updates to the C ateMC Application with minimal disruption to Customer's use of the Online Services.
E,
S3'ng. CorVel will use reasonable effort.to continuously monitor its web servers and deubase serves to
mane that they ire fan g properly.
F. Security. CorVel will implement and use nameable efforts to nminttun secure systems through the use of fieewa ls,
virtual private networks(VPN)and other security technologies. Any security violations that effect the data of Customer will be
promptly reported to
Q Disaster Seaway and Backup. CorVel will use reascesble efforts to performs nightly backups of essential data an its
web serves and database servers.CorVel has implanted third piety backup and restoration technology to enable high speed
recovery of data. CorVel utilizes redrmdant load balanced Win 2000 savers for 24x7,365 day warm except for regularly
scheduled system maintenance and upgrade processes.SQL Server databases are hosted an clustered savers offering fall-ova
capability, redundant communication links, and load balanced application saws. Backup tapes aha restored into a test
environment not less than quarterly to confine validity of backups. The CareMC Site has redundant inbound Internet and
Intranet connectivity.
'tuis document contains rmfidaedd and psopridary in oar of the Putties cad may not be dtsalesed or duplicated withoutthe prior salami
cement dace Pattes.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
25
4. APPLICATION SPECIFIC DISCLAIMERS
A. Thrteinagge. TO THE EXTENT ALLOWED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED
WARRANTIES DESCRIBED IN THE MASTER AGREMENT,CORVEL MAKES NO OTHER WARRANTIES,EXPRESS,
IMPLIED OR STATUTORY,AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE,00003 TITLE,SATISFACTORY QUALITY AND NONINFRINGEME T.
B. hideout Usage. Customer admowledges that the Internet is eseandelly an unregulated, hymn and unreliable
environment, and that the ability of Customer to acmes and use the CareMC Application is dependent on the Ietemet and
hardware,software and service provided by various Third Party Provides. CORVEL SHALL NOT BE RESPONSIBLE FOR
CUSTOMER'S INABILITY TO ACCESS OR USE THE CARE(C APPLICATION TO THE EXTENT CAUSED BY
FAILURES OR I TTERRLJPTIONS OF ANY HARDWARE,SOFTWARE OR SERVICES PROVIDED BY CUSTOMER OR
THIRD PARTY PROVIDERS.
C. CareMC C A plp4imr.CUSTOMER ACKNOWLEDGES AND AGREES THAT CORVEL DOES NOT WARRANT
THAT THE CAREMC APPLICATION OR ONLINE SERVICES ARE ERROR FREE,THAT CUSTOMER WILL BE ABLE
TO ACCESS OR USE THE CAREMC APPLICATION OR ONLINE SERVICES WITHOUT PROBLEMS OR
R.UP IIONS, OR THAT THE CAREMC SITE AND CAREMC APPLICATION ARE NOT SUSCEPTIBLE TO
INTRUSION,ATTACK OR COMPUTER VIRUS INFECTION.
D. igetesglagmakm&CUSTOMER AGREES THAT CORVEL WILL NOT BE LIABLE FOR DAMAGES ARISING
FROM ANY BREACH, UNAUTHORIZED ACCESS TO, MISUSE OF, OR INTRUSION INTO, CUSTOMER DATA
RESIDING ON CORVEL'S SERVER(S)
OR ANY NETWORK USED BY CUSTOMER THE EXTENT SUCH
DAMAGES WERE BEYOND CORVEL'S REASONABLE CONTROL
S. LICENSE TERM AND TERMINATION
A. lagegraum. This CareMC License Agreement shall be dilutive as of the Effective Data and,unless terminated
cuter er as provided below,shall automatically terminate upon expiration a tasminatkm of the Mater Agreement(the term of this
CareMC Lice=Agreement,the`license T®").
B. Termination for Convenience. Either party shall have the right to terminate this CareMC License Agrea hent for any
reason or for no reason,upon ninety(90)days writton notice to the other patty.
C. Tanaioatim for Cgs, This CareMC License Agreement may be terminated by either party for cause as follows:(i)
upon thirty(30)days written notice if the other panty breathes or debnhi under any material provision of this Agreement and
does not cures such breach prior to the and of such thirty(30)day period,(ii)effective immediately and without notice if the
other party teases to do busmen, or otherwise terminates its business operations, except as a result of an assignment, as
permitted under the terms and conditions of this CareMC Licrose Agreement,or(iii)effective immediately and without hout notice if
the other party becomes insolvent or sees protection under any bankruptcy,receivership,treat deed,=editors emogememt,
competition or comptable proceeding,or if any such proceeding is instituted against the other(and not ditmisaed within ninety
(90)dsYsl
D. pfl'e ct of Termination.Expiration or termination of this CsreMC Lamm Agreement shall have the following erects:
(i)Carvel shall provide Customer with any proprietary data belonging to Customer,in the current format in which it is stored at
Carvel at the talon of this CaroMC License Agreeamt,(ii)all licensee granted render this CareMC License Agreement
shell terminate immediately,(iii)all rights to use the CareMC AppIiatica end Online Se vices shall cease immediately,and(iv)
each party shall promptly ream all information,documents,menials and other materials belonging to the other party related to
this CareMC license Agreement,whether in printed or electronic form,including without limitation all confidential information
of the other party than currently in its possession,provided each party may retain one(1)copy of such materials fbr archival
purposes.
E. Sin vivo Except to the extent expressly provided to the contrary herein or in the Muter Agreement,any right of action
for breach of the CareMC License Agreement prior to termination,and the Mowing provisions shall survive the termination of
this CareMC License Agreement Sections 113-F,2B,2D,4 and SE
This document contains confidential and proprietary information of to Panics and may not be disclosed or ipliwted without*crier written
consent*fibs Parties.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
26
..---
EXHIBIT D
CorVel Certificate of Insurance
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This doessne t meeting oo idoothd sod pmpelesay infosseation of the Parties sad may not be disclosed orduplicated without Nie prior written
ammo Pasties.
Augusta,Georgia Consolidated Government TPA Services Agreement FINAL 12-19-14
27