HomeMy WebLinkAbout20101435.tiff RESOLUTION
RE: APPROVE EARLY RETIREE REIMBURSEMENT PROGRAM AGREEMENT AND
AUTHORIZE CHAIR TO SIGN-CONNECTICUT GENERAL LIFE INSURANCE COMPANY
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS,the Board has been presented with an Early Retiree Reimbursement Program
Agreement between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Human Resources, and
Connecticut General Life Insurance Company, commencing June 1, 2010, with further terms and
conditions being as stated in said agreement, and
WHEREAS,after review,the Board deems it advisable to approve said agreement, a copy of
which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Early Retiree Reimbursement Program Agreement between the County
of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on
behalf of the Department of Human Resources, and Connecticut General Life Insurance Company
be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 7th day of July, A.D., 2010, nunc pro tuns June 1, 2010.
BOARD OF COUNTY COMMISSIONERS
WELD COUN Y • ORADO
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ATTEST: (� � r � ^���� �' � :.:J�•�a a o
- ouglas ' ademac = , Chair
Weld County Clerk to the .' c ' l�a�
XCUSED
arbara Kirkmeyer, Pro-Tem
BY /91/4 �C� 1" n
D puty Clerk o the Board
Sean P. Cop ay ay
A ED AS T
William Garcia
County A orney EXCUSED
David E. Long
Date of signature: 7aVaQ/0
onq A o (.1U,-e.1) 2010-1435
'1 -19-tO Cit F I Q PE0027
8-3-to
EARLY RETIREE REIMBURSHENT PROGRAM AGREEMENT
This Early Retiree Reimbursement Program Agreement (hereinafter
"Agreement") is by and between Connecticut General Life Insurance
Company ("Connecticut General") and the Board of County
Commissioners, Weld County, Colorado ("Sponsor") , and is effective
as of Juno 1, 2010 ("Effective Date") .
WHEREAS, Connecticut General administers or insures claims for
Health 1 enefirs (defined herein) to Early Retirees (defined herein)
in accordance with the terms of Sponsor' s Employment-Based Plan
:defined herein) (the "Plan") ;
WHEREAS, Connecticut General and Sponsor have entered into an
administrative services only agreement ("ASO Agreement") or
insurance contract ("Insurance Policy") with respect to the Plan;
and
WHEREAS, Sponsor and Connecticut General desire that Connecticut
General perform certain services described herein on Sponsor' s
behalf to facilitate Sponsor' s receipt of reimbursements under the
Early Retiree Insurance Program (the "Program"), which was
established by Section 1102 of the Patient Protection and Affordable
Care Act (the "Act") and administered by the U.S. Department of
Health and Human Services ("HHS") .
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, it is hereby agreed as follows:
1. Definitions. The following terms shall have the definitions set
forth in 45 CFR §149.2: Certified; Chronic and High-Cost Condition;
Early Retiree; Employment-Based Plan; Health Benefits; Plan
Participant.
2 . Term. This Agreement is effective as of the Effective Date and
shall continue in effect for so long as the parties' ASO Agreement
or Insurance Policy, as the case may be, remains in effect unless
this Agreement is terminated earlier as set forth in Section 3
below.
3. Termination. This Agreement will terminate upon the earlier of
any of the following events:
a) the date the Plan terminates;
b) the date on which federal funds are no longer available to
enable the Program to provide reimbursements;
c) at any time, on thirty (30) days' prior written notice by one
party to the other; or
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d) any other date mutually agreeable to the Sponsor and
Connecticut General.
The parties' respective rights and obligations will terminate upon
termination of this Agreement, except for those which expressly
survive termination as set forth herein.
4. Services. Connecticut General will provide the services
described in Exhibit A to this Agreement in return for the
compensation set forth in Exhibit A and other good and valuable
consideration.
5. Sponsor's Representations and Warranties. Sponsor represents
and warrants all of the following:
a) Sponsor has a written agreement with Connecticut General
regarding disclosure of information, data, documents, and
records, to HHS.
b) Sponsor acknowledges that any information it submits to HHS to
participate in the Program and request reimbursement from the
Program will be for the purpose of obtaining Federal funds.
c) Sponsor will use all reimbursements it receives under the
Program to reduce premium contributions, co-payments,
deductibles or other out-of--pocket costs for Plan Participants
(defined herein) and/or to reduce Health Benefit or Health
Benefit premium costs for Sponsor.
d) Any and all information that Sponsor provides Connecticut
General for Connecticut General to submit to HHS on Sponsor' s
behalf, or on which Connecticut General bases a submission to
HHS on Sponsor's behalf, is and shall be true, accurate and
complete.
e) In connection with Sponsor' s participation in the Program,
Sponsor is and will remain (and will ensure that the Plan is
and will remain) in compliance with all applicable obligations
under Section 1102 of the Act, the regulations thereto (45 CFR
§149. 1, et seq. ) , and all applicable guidance and sub-
regulatory guidance promulgated by HHS in connection with the
administration of the Program.
6. Limitation of Liability; Indemnification.
a) Connecticut General's total aggregate liability to Sponsor for
any and all losses, damages ;including any disapproval by HHS
in whole or in part of any request for reimbursement to
Sponsor under the Program or Sponsor' s application to
participate in the Program) , and expenses (including
attorneys' fees and costs) from any claim, however alleged or
arising, in connection with any service performed by
Connecticut General hereunder shall not exceed the total
compensation paid by Sponsor to Connecticut General under this
Agreement as of the date of the performance of such service.
b) Neither party hereto shall be liable to the other party, or to
any entity controlled by or under common with the other party,
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for any consequential, indirect, or punitive damages,
including loss of future revenue, income or profits, either in
contract or tort, relating to the party' s breach or alleged
breach hereof, whether or not the possibility of such damages
has been disclosed to the other party in advance or could have
been reasonably foreseen by the other party.
c) Sponsor will indemnify and hold harmless Connecticut General,
its directors, officers, agents and employees, and each of
Connecticut General's subsidiaries and affiliates, and their
respective directors, officers, agents and employees
(collectively, "Indemnitees") for any and all claims any of
the Indemnitees may incur arising out or of in connection with
any breach of Sponsor's obligations, representations or
warranties under this Agreement, or any act or omission by
Sponsor or by a third party on Sponsor' s behalf arising out of
or in connection with Sponsor' s participation in the Program.
7. Entire Agreement, Modification of Agreement. This Agreement
constitutes the entire contract between the parties relative to the
subject matter hereof and no modification or amendment hereto shall
be valid unless in writing and signed by an officer of each of the
parties.
8. Laws Governing Contract. This Agreement shall be governed by
and construed in accordance with the laws of the State of
Connecticut to the extent they are not preempted by Employee
Retirement Income Security Act (ERISA) or the Patient Protection and
Affordable Care Act and regulations, guidance, and sub-regulatory
guidance promulgated thereto.
9. Resolution of Disputes; Arbitration.
(a) It is understood and agreed that any dispute, controversy
or question arising under this Agreement shall be referred for
decision by arbitration in Hartford, Connecticut by an
arbitrator selected by the parties. The proceeding shall be
governed by the Rules of the American Arbitration Association
then in effect or such rules last in effect (in the event such
Association is no longer in existence) . If the parties are
unable to agree upon such an arbitrator within thirty (30)
days after either party has given the other party written
notice of its desire to submit the dispute, controversy or
question for decision, then either party may apply to the
American Arbitration Association for the appointment of an
arbitrator or, if such Association is not then in existence or
does not desire to act in the matter, each party shat appoint
an arbitrator of its choice. The appointed arbitrators will
select a third arbitrator to hear the parties and settle the
dispute, controversy or question. The compensation and
expenses of the arbitrator(s) and any administrative fees or
costs associated with the arbitration proceeding shall be
borne equally by the parties.
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(b) Arbitration shall be the exclusive remedy for the
settlement of disputes arising under the Agreement. The
decision of the arbitrator(s) shall be fina►, conclusive and
binding, and no action at law or in equity may be instituted
by either party other than to enforce the award of the
arbitrator (s) .
(c) This provision shall survive the termination of the
Agreement.
10. Third Party Beneficiaries. The Agreement is for the benefit of
Sponsor and Connecticut General and not for any other person. It
shall not create any legal relationship between Connecticut General
and any retiree, dependent or any other party claiming any right,
whether legal or equitable, under the terms of the Agreement or of
the Plan.
11. Waivers. No course of dealing or failure of either party to
strictly enforce any term, right or condition of this Agreement
shall be construed as a general waiver or relinquishment of such
term, right or condition. Waiver by either party of any default
shall not be deemed a waiver of any other default.
12. Headings. Article, section, or paragraph headings contained in
the Agreement are for reference purposes only and shall not affect
the meaning or interpretation of the Agreement.
13. Severability. If any provision or any part of a provision of
the Agreement is held invalid or unenforceable, such invalidity or
unenforceability shall not invalidate or render unenforceable any
other portion of the Agreement.
14. Survival. The following sections shall survive the termination
of this Agreement: Sections 1, 6, 7, 8, 9, 10, 12, 13, and 17.
15. Force Majeure. Connecticut General shall not be liable for any
failure co meet any of the obligations or provide any of the
services and/or benefits specified or required under the Agreement
where such failure to perform is due to any contingency beyond the
reasonably cou;t.:;:1 of Connecticut General, its employees, officers,
or directors. Such contingencies include, but are not l:ml.'ed to,
acts or omissions of any person or entity not employed or reasonably
controlled by Connecticut General, its employees, officers, or
directors, acts of Cod, fires, wars, accidents, labor disputes or
shortages, and governmental laws, ordinances, rules or regulations,
whether valid or invalid.
16. Agreement Controlling. The parties understand and agree that
this Agreement will be the controlling document between the parties
regarding the subject matter hereof.
17. Notices. Written notice required by the Agreement shall be
addressed as follows:
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(a) To Connecticut General:
Attn: Kris ti Davin
Title: Client Service Director
CIGNA HealthCare, Routing: R4SRS
900 Cottage Grove Road
Hartford, CT 06152
(b) To Sponsor:
Attn: Douglas Rademacher
Title: Chair, Weld County Board of Commissioners
915 10th Street
Greeley, CO 80631
18. Assignment. No assignment of rights or interests hereunder
shall be binding unless approved in writing by an officer of each of
the parties hereto, except that either party may transfer all of its
rights and interests hereunder to a subsidiary or an affiliate under
common control with such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in duplicate and signed by their respective officers
duly authorized to d ►i`
To
ATTEST: $' %;J►��t��J BOARD OF COUNTY COMMISSIONERS
Weld County Cler l o `�• -r•;/� WELD COUNTY, COLORADO
t' it.
BY: r i • 4 ( 4 '
M -ce-s o'1 taw v"
Deputy C1bxYk Douglas Radom cher, Chair
JUL 072010
CONNECTICUT GENEML NE LIFE INSURANCE COMPANY
Sy (Signed>e•'r l41.\ ` (r`iZyt r---
Name (Printed or_typed') : SVerkff
Its cii13414.tucsS AreAca_LittiENA.1111 y Authorized
Date: S-i.�,1A, 4610
Early Retiree Reimbursement Program Agreementl.doc
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EXHIBIT A
SERVICES AND COMPENSATION
Connecticut General will provide the following services to Sponsor:
1 . One-on-one consultation on Sponsor' s:
a) Application to participate in the Program;
b) Submission of reimbursement requests; and
c) Ongoing participation in the Program.
2. Invitations to Program information sessions presented or
arranged by Connecticut General, and distribution of Program-
related materials.
3. Delivery of reminders of upcoming Program events and deadlines.
4. Evaluation and assistance regarding documentation of Sponsor' s
satisfaction of Program requirements for the establishment of
procedures and programs with respect to cost savings on chronic
and high-cost conditions.
5. Estimation of the amount of reinsurance to be received by
Sponsor under the Program, which is required to be included in
Sponsor' s Program application.
6. Personalized strategy session to review available options for
appropriate use by Sponsor of the reimbursement amounts.
7. Documentation of Connecticut General's fraud, waste and abuse
policies and procedures applicable to the Plan, and helping
Sponsor gather such documentation and related data in the event
of an audit or other request by HHS or Office of the Inspector
General to substantiate such policies and procedures and their
effectiveness.
8. Retention of records in Connecticut General's possession related
to Sponsor's participation in the Program for at least six years
after expiration of the then-applicable Plan year.
9. Helping Sponsor respond to requests by HHS or Office of the
Inspector General for records in Connecticut General's
possession with respect to information contained in Sponsor' s
application for Program participation or claims in support of a
request for reimbursement submitted by Sponsor under the
Program.
10. Monthly reporting of claim data on the Plan's Early Retirees
either:
a) To HHS in the HHS-required format; or
b) To Sponsor in the HHS-required format or Connecticut
General's standard paid-claims file format.
Compensation:
The compensation payable to Connecticut General for the services
described on this Exhibit A shall be $7,500 annually, subject to the
following: (i) Connecticut General shall bill $3,500 within 60 days
following the submi.ssio:: of application by Sponsor to HHS and $334
monthly with the delivery of each monthly report for a total of 12
monthly reports, (ii) , Sponsor shall pay within 30 days following
receipt of the invoice, (ii) Sponsor shall make no payment for any
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services provided under the Agreement until Connecticut General
delivers to Sponsor all information and documents needed to clmplete
the application to participate in the Program, (iii) no compensation
shall be due to Connecticut General pursuant to this Agreement for
any period after the earlier of the dates set forth in Section 3 of
this Agreement and (iv) Connecticut General shall not provide
monthly report or bill for monthly report#ng amount after HHS has
stopped accepting claim data for reinsurance purposes. However, in
no event shall Sponsor be obligated to pay any amount more than
$3,500 if Sponsor does not accept inclusion into the Program.
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