Loading...
HomeMy WebLinkAbout20223551.tiffRESOLUTION RE: APPROVE CONSIDER CAFETERIA PLAN AND FLEXIBLE SPENDING ACCOUNTS (FSA) SERVICES AGREEMENT, AND BUSINESS ASSOCIATE AGREEMENT AND AUTHORIZE CHAIR TO SIGN - ROCKY MOUNTAIN RESERVE 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 a Consider Cafeteria Plan and Flexible Spending Accounts (FSA) Services Agreement, and Business Associate 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 Rocky Mountain Reserve, commencing January 1, 2023, with further terms and conditions being as stated in said agreements, and WHEREAS, after review, the Board deems it advisable to approve said agreements, copies of which are attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Consider Cafeteria Plan and Flexible Spending Accounts (FSA) Services Agreement, and Business Associate 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 Rocky Mountain Reserve, be, and hereby are, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreements. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 21st day of December, A.D., 2022. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: ddifeLv jeliaa Weld County Clerk to the Board Date of signature: 01/53 /23 Sc000tK James, Chair Mike Freeman, Pro-Tem cc: pECsvc/3S), FI.(RR/cr) of/w /23 2022-3551 PE0033 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Rocky Mountain Reserve: New FSA Service Agreement + BAA-HIPAA DEPARTMENT: Human Resources DATE: December 8, 2022 PERSON REQUESTING: Staci Datteri-Frey / Jill Scott Brief description of the problem/issue: Requesting approval of the service agreement and a HIPAA business associate agreement issued forth by Rocky Mountain Reserve as carrier for our flexible spending account services: health, limited flex, dependent care. What options exist for the Board? (include consequences, impacts, costs, etc. of options): Approval - improved service for members. Non -approval would result in having to go out for formal bids. Recommendation: Approval is recommended. Perry L. Buck Mike Freeman, Pro -Tern Scott K. James, Chair Steve Moreno Lori Saine d9� Approve Schedule Re -„u end- i•n Work Session Other/Comments, 2022-3551 IZ/ZI Pe(A)33 ROCKY MOUNTAIN ROCKY MOUNTAIN RESERVE (RMR) CAFETERIA PLAN AND FLEXIBLE SPENDING ACCOUNTS (FSA) SERVICES AGREEMENT Table of Contents ARTICLE I. INTRODUCTION 1 1.1 Effective Date and Term 1.2 Scope of Undertaking -Generally ARTICLE II. EMPLOYER RESPONSIBILITIES 1 2.1 Employer's Responsibilities 1 2.2 Payments to RMR 2 2.3 Information to RMR 2 ARTICLE III. RMR'S RESPONSIBILITIES 2 3.1 Bonding 2 3.2 No Liability for Claims and Expenses 2 3.3 Benefit Plan Documents and Forms 2 3.4 Recordkeeping 3 3.5 Care and Diligence 3 3.6 Third Party Vendors 3 3.7 Customer Service and Electronic Administrative Services 3 3.8 Electronic Payment Cards 3 3.9 Online Services 3 3.10 Records 3 3.11 Claims Payment 4 3.12 Form 5500 4 3.13 Discrimination Testing 4 3.14 Banking 4 3.15 Reports 5 3.16 RMR Liability 5 ARTICLE IV. COMPENSATION 6 4.1 Service Charges 6 4.2 Payment of Charges 6 4.3 Third Party Compensation 6 4.4 Use of interest on deposited Funds 6 4.5 Per Participant Monthly Fee 6 4.6 Monthly fees 6 ARTICLE V. REPRESENTATIONS AND WARRANTIES 6 5.1 Representations and Warranties 6 5.2 Disclaimer 7 ARTICLE VI. GENERAL PROVISIONS 7 6.1 Counterparts; Entire Agreement; Severability; Headings 7 6.2 Compliance; Non -Waiver 7 6.3 Non -Disclosure of Proprietary Information 7 6.4 Disclosure of Individually Identifiable Health Information 7 6.5 Termination of Agreement 8 6.6 Governing Law and Dispute Resolution 8 6.7 No Third Party Beneficiaries 8 6.8 Signatures 9 EXHIBIT A 10 ROCKY MOUNTAIN RESERVE (RMR) CAFETERIA PLAN AND FLEXIBLE SPENDING ACCOUNT (FSA) SERVICES AGREEMENT Weld County Government ("Employer") has asked Rocky Mountain Reserve ("RMR") to provide administrative services ("Services") for certain employee benefit plans ("Benefit Plans") maintained by Employer as described in this RMR Service Agreement ("Agreement"). In consideration of the mutual promises contained in this Agreement, Employer and RMR agree as follows: ARTICLE I. INTRODUCTION 1.1 Effective Date and Term The effective date of this Agreement is January 1, 2023 ("Effective Date") and will continue until such time as the Agreement is terminated in accordance with Section 6.5 herein. 1.2 Scope of Undertaking -Generally Employer understands that RMR is and will remain an independent contractor and will not be deemed an employee of Employer, a partner or engaged in a joint venture with the Employer or governed by any legal relationship other than that of independent contractor. RMR's only obligation under this Agreement is to the Employer and nothing under this Agreement shall be deemed to confer any responsibility on RMR to any person covered under the Benefit Plans ("Covered Individual"). Employer acknowledges that RMR is not an accounting or law firm and no services provided by RMR in accordance with this Agreement will be construed as tax or legal advice as a result of providing such services. This Agreement sets forth certain rights and obligations of Employer and RMR and the terms of this Agreement shall apply to any assignee or successor of Employer and/or RMR. ARTICLE II. EMPLOYER RESPONSIBILITIES Employer will be responsible for the items described in Article II and some items in Article III. 2.1 Employer's Responsibilities Employer has sole responsibility for establishment and operation of the Benefit Plans. Employer shall have sole discretionary authority and responsibility for construing and interpreting the provisions of the Benefit Plans and deciding all questions of fact and/or interpretation arising under the Benefit Plans. Employer will not represent to Covered Individuals or to any third party that RMR is the "Plan Administrator" as that term is generally defined in ERISA Sec. 3(16) (without regard to whether ERISA applies or not). It is Employer's sole responsibility and duty to ensure compliance with all applicable laws and regulations, and RMR's provision of services under this Agreement does not relieve the Employer of this obligation. RMR's responsibility under this Agreement is to assist the Employer with certain Benefit Plan responsibilities as expressly assumed hereunder. Employer understands that it is Employer's responsibility to pay any fee or penalty arising from the Benefit Plans that is assessed by the Internal Revenue Service, the Department of Labor, and/or other federal or state governmental agencies. Page 1 of 12 2.2 Payments to RMR In consideration for the services provided by RMR in accordance with this Agreement, Employer agrees to pay to RMR the applicable Service Charges in accordance with Article IV of this Agreement. Notwithstanding any provision herein to the contrary, Employer and RMR intend and agree that any funds submitted by Employer to RMR: (i) are and shall remain the general assets of Employer; (ii) are not "plan assets" within the meaning of ERISA (without regard to whether ERISA applies); (iii) were never held in an account, fund, or trust bearing the name of a Benefit Plan or any participants or beneficiaries thereof. 2.3 Information to RMR Employer will furnish the information determined by RMR to be necessary to satisfy its responsibilities under this Agreement in a format mutually agreed upon by the parties. Such information will be provided to RMR in the time and in the method agreed to by Employer and RMR. RMR shall assume that all such information provided to RMR by Employer or a designee of Employer (e.g. another third party administrator) is complete and accurate and is under no duty to question the completeness or accuracy of such information. Employer understands that RMR cannot accurately perform its duties under this Agreement without accurate and timely information and that RMR shall have no liability to Employer or any Covered Individual as a consequence of inaccurate and/or untimely information provided to RMR by Employer, a Covered Individual or a third party who has provided information to RMR at Employer's request (e.g. a prior or existing service provider). Employer shall make its books, records, facilities, systems and personnel relating to its obligations and performance under this Agreement available for review and audit when required by applicable laws or by State or Federal or other regulatory authorities with jurisdiction over RMR. ARTICLE III. RMR'S RESPONSIBILITIES 3.1 Insurance RMR will maintain employee theft insurance covering all RMR's Employees who handle Employer and/or employee contributions provided to RMR by Employer and an Errors & Omissions insurance policy in accordance with the terms of this Agreement to the extent required by law. 3.2 No Liability for Claims and Expenses RMR does not insure or underwrite the Benefit Plan liability of Employer and is not financially responsible for the claims payable under and/or expenses incident to the Benefit Plans. RMR has no duty or obligation to defend any legal action or proceeding brought to recover benefits under the Benefit Plans; however, RMR will provide to Employer and/or Employer's legal counsel, upon request and subject to any limitations described in this Agreement, any documentation in RMR's possession that may relate to such claim for benefits and/or expenses. Any losses to the plan from the application of the Uniform Coverage Rule are the responsibility of the employer. 3.3 Benefit Plan Documents and Forms The Employer may obtain a Plan Document from another source or have RMR prepare and compile Plan Documents. If RMR prepares and compiles the Plan Documents they will be obtained through a national plan document provider. Such Plan Documents have been prepared in accordance with the standard of care set forth in Section 3.5. Nevertheless, the Employer understands and acknowledges that it is the Employer's responsibility, in accordance Page 2 of 12 with Section 2.1 of this Agreement, to ensure that all Benefit Plan documents and forms, provided to Employer by RMR in accordance with this Agreement, comply with the applicable laws and regulations. 3.4 Recordkeeping RMR will maintain usual and customary records in RMR's possession that relate to the Services. Nothing in this Agreement relieves Employer of any duty imposed by law or contract regarding the maintenance of records or from employing adequate audit, accounting and review practices. 3.5 Care and Diligence RMR shall perform the Services exercising reasonable care and diligence and in a manner that other similarly situated prudent service providers in the same industry performing the same services would exercise. RMR will not be liable to Employer for actions taken in good faith. RMR shall not be considered in breach of this Agreement if RMR refuses to perform services generally required under this Agreement if the manner in which Employer desires such Services to be performed requires material changes to RMR's existing standard operating procedures or is not in accordance with applicable law. 3.6 Third Party Vendors Nothing express or implied in this Agreement prohibits RMR from performing services itself or through an affiliate or by contracting with a third -party contractor to assist RMR in the performance of services hereunder including, without limitation, an affiliate or third party contractor. RMR may change subcontractors at any time without notice to Employer. 3.7 Customer Service and Electronic Administrative Services To the extent set forth in this agreement RMR may provide certain electronic administrative services. RMR shall not be deemed in default of this Agreement, nor held responsible for, any cessation, interruption or delay in the performance of its obligations to provide such services hereunder due to causes beyond its reasonable control, including, but not limited to, natural disaster, act of God, labor controversy, civil disturbance, disruption of the public markets, terrorism, war or armed conflict, or the inability to obtain sufficient materials or services required in the conduct of its business, including Internet access, or any change in or the adoption of any law, judgment or decree. 3.8 Electronic Payment Cards RMR may issue to Covered Individuals a "debit" or "stored value" card ("Card") to access Benefit Plan account balances. Cards will be subject to an agreement between RMR and the Covered Individual, RMR's applicable consumer privacy policy(ies) and other Card -related materials, including instructions for Card activation. All Cards may include such other names, logos, service marks and trademarks as RMR may in its sole discretion require. 3.9 Online Services RMR and/or its third party contractors will provide a website(s) for use with the Plan. 3.10 Records RMR shall maintain employee participation census, Employer contribution (if any), and salary reduction (if any) information for the Reimbursement Accounts, including initial enrollments, annual enrollments and changes made to such elections as reported to RMR by the Employer or its designee. RMR shall maintain separate bookkeeping accounts with regard to each Page 3 of 12 Covered Individual's Reimbursement Account based on information provided to RMR by the Employer or its designee. RMR will provide and mail and/or email FSA and direct deposit confirmation notices to the employee's email or home address. Employer will provide eligible employees with salary reduction and change of election forms based on a template provided by RMR. Employer will collect and submit the completed election forms and/or change of election forms to RMR as soon as possible after receipt of such forms but no later than the effective date of such elections or change of elections. Employer is responsible for determining who is eligible for the Benefit Plan and who has satisfied the requirements to become a participant in the Plan. Employer is ultimately responsible for determining whether a requested change in election is permitted and the Employer will process all change in status and communicate them to RMR. 3.11 Claims Payment RMR will adjudicate claims in accordance with the terms of the Benefit Plan, industry standards. and in compliance with IRS guidelines. RMR agrees to initiate the payment of claims seven (7) business days from, the later of, the date the claim is received or the date the Employer contribution (which allows RMR to pay the claim) is received. Payment is initiated by mailing a check or by sending an electronic funds transfer. The average "turn around" time is less than two days. RMR is not responsible for any consequences arising from its takeover of administrative duties relating to a Reimbursement Account from another service provider or arising from payments made to terminated employees prior to RMR receiving notice of termination. RMR may, at the Employer's request, accept EOBs from the Medical FSA participant's health plan for purposes of processing reimbursement. When a request for reimbursement is approved, RMR shall disburse benefit payments that are determined to be payable in accordance with the terms of the plans after such determination is made, provided that sufficient funds have been made available by Employer to pay such benefit payments. FSA reimbursements will be issued via checks and/or direct deposit. Additionally, the parties may agree to use the "debit" or "stored -value" card for the FSA reimbursements. Employer shall make sufficient funds available to pay benefits under the Reimbursement Plans. If sufficient funds have not been made available, reimbursements will be pended until sufficient funds are made available. 3.12 Form 5500 RMR will prepare the IRS 5500 form each year if requested by the Employer. Employer agrees to provide the necessary information to prepare the Form 5500. 3.13 Discrimination Testing RMR will provide a form requesting data necessary to complete the Nondiscrimination Tests. Upon RMR's receipt of the completed form from Employer, RMR shall complete the Nondiscrimination Tests and provide a report summarizing its interpretations of the results (based on information provided by Employer and/or maintained by RMR) within a reasonable amount of time after receipt of the requested information. Employer is responsible for making appropriate adjustments to bring its Cafeteria Plan into compliance, based on the Nondiscrimination Tests. 3.14 Banking The Employer has a choice of banking options as outlined in the proposal. The Employer may Page 4 of 12 choose to pay claims from their general account, open a separate account or maintain the funds to pay claims in an RMR custodial account. All funds maintained in an RMR custodial account remain a general asset of the Employer. Any or all earnings from or allocated to funds in a custodial account will be used to offset RMR expenses such as bank charges, check expenses and other expenses. RMR agrees to notify the Employer when funds used to pay FSA claims approach zero. Employer recognizes the liability associated with this reimbursement account and agrees to remit funds necessary to pay future claims. Employer agrees to prompt remittance upon notice from RMR. Employer recognizes that failure to remit timely may cause RMR to suspend payment of claims. Employer further represents and agrees that: (i) neither it nor any of its employees, directors, representatives, fiduciaries, Benefit Plans (or any entity performing services for Employer or such plans), any of its predecessors, successors or assigns have represented or will represent to any Covered Individual that a separate account, fund, or trust is being held on behalf of the Benefit Plans that may be used to provide or secure benefits under the Benefit Plans; (ii) Except as otherwise agreed between RMR and Employer, Employer shall advise the Covered Individuals of the Benefit Plans that the benefits under the Benefit Plans shall at all times be paid out of the general assets of Employer. 3.15 Reports RMR shall provide periodic written reports summarizing the Reimbursement Account activities. To the extent agreed by the parties, RMR will provide an annual FSA forfeitures report, an annual stale -dated check report to the Employer, an annual summary of the FSA plan, a consolidated year-end Dependent Care FSA annualized deduction amount report for W-2 reporting, a full reconciliation report (either a discrepancy report or a full reconciliation report), a contribution report, and a claims report. Additionally, RMR will provide Employer with online access to all available reports in real time. RMR agrees to provide written reports to Employer as requested. The Employer is responsible for reviewing the reports submitted by RMR and notifying RMR of any errors of which it is aware within a reasonable period of time after reviewing them. Additionally, RMR will provide online FSA account balance information for participants. 3.16 RMR Liability RMR's liability to Employer shall be solely for actual damages incurred by Employer as a direct result of RMR's breach of its standard of care in providing any Service as set forth in this Agreement. RMR is not liable for any indirect, consequential, exemplary, punitive or special damage, loss, cost or expense of any type of nature including, without limitation, loss of business, profits, goodwill, anticipated savings or the loss or corruption of data, regardless of the form of the action or theory of recovery, and even if RMR has been advised of the possibility of any of the foregoing. RMR will not be liable for any action or non -action taken or not taken as the case may be in connection with Employer's instructions (whether written, oral or otherwise). EXCEPT AS EXPRESSLY SET FORTH INTHIS AGREEMENT, THE MAXIMUM TOTAL LIABILITY OF RMR SHALL BE LIMITED TO THE GREATER OF (A) DIRECT MONEY DAMAGES IN A TOTAL AGGREGATE AMOUNT NOT TO EXCEED THE AMOUNT PAID FOR SERVICES (AS DEFINED UNDER THIS AGREEMENT) DURING THE 12 MONTH PERIOD PRECEDING THE DATE THAT RMR IS NOTIFIED OF A DEFECTIVE SERVICE OR (B) $100,000. THIS REMEDY IS EMPLOYER'S SOLE AND EXCLUSIVE REMEDY. Page 5 of 12 ARTICLE IV. COMPENSATION 4.1 Service Charges The applicable charges for the Services performed by RMR in accordance with this Agreement are described in Exhibit A as attached hereto and made a part hereof. RMR may revise the Service Charges for any reason provided that written notice of such changes is provided at least 30 days in advance and after the end of any rate guarantee. Such revised Service Charges will be effective no earlier than 30 days after written notice of such revisions is provided to Employer. 4.2 Payment of Charges All Service Charges are due within ten days of receipt of an invoice; however, there will be a 20 day grace period after which penalties and interest may begin to accrue with respect to any unpaid Service Charges. 4.3 Third Party Compensation As set forth herein the Employer understands and agrees that RMR receives compensation from third parties related to certain services that it may provide hereunder. Such compensation may include interchange revenue related to the use of electronic payment cards for FSA and/or HRA related transactions and interest on Employer funds held to pay Plan benefits. Although these amounts are not paid by Employer, this compensation is in addition to other payments Employer makes to RMR for the administrative and other services described herein. 4.4 Use of interest on deposited Funds RMR will retain any earnings on funds established in any RMR account. These earning will be used to offset banking fees and banking charges related to the administration of the plan. 4.5 Per Participant Monthly Fee RMR bills a monthly per participant fee. We bill for every participant who is eligible to submit claims. This includes employees who have terminated employment and stopped contributions but who still have an account balance and may submit claims. 4.6 Monthly fees Monthly fees are billed at beginning of each month for the following month and are due within 20 days of receipt. ARTICLE V. REPRESENTATIONS AND WARRANTIES 5.1 Representations and Warranties Employer represents and warrants that: (a) it has all requisite legal and corporate power to execute and deliver this Agreement and other necessary documentation, (b) it has taken all corporate action necessary for the authorization, execution and delivery of this Agreement and other necessary documentation, (c) it has no agreement or understanding with any third party that interferes with or will interfere with its performance under this Agreement, (d) it has obtained and will maintain all rights, approvals and consents necessary to perform its obligations under this Agreement and other necessary documentation, (e) its performance of its obligations under this Agreement will not violate any law, rule, regulation, judgment, decree or order applicable to Employer, and (f) it has taken all action required to make this Agreement a Page 6 of 12 legal, valid and binding obligation of Employer, enforceable in accordance with its terms. 5.2 Disclaimer EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS, STATUTORY OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON - INFRINGEMENT, MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. ARTICLE VI. GENERAL PROVISIONS 6.1 Counterparts; Entire Agreement; Severability; Headings This Agreement may be executed in two or more counterparts (including by facsimile), each of which will be considered an original but all of which together will constitute one agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. If a court declares any term of this Agreement invalid, the same will not affect the validity of any other provision, provided that the basic purposes of this Agreement are achieved through the remaining valid provisions. The headings of sections and subsections contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 6.2 Compliance; Non -Waiver Failure by Employer or RMR to insist upon strict performance of any provision of this Agreement will not modify such provision, render it unenforceable, or waive any subsequent breach. No waiver or modification of any of the terms or provisions of this Agreement shall be valid unless in each instance the waiver or modification is accomplished pursuant to the amendment provisions of Section 6.1. 6.3 Non -Disclosure of Proprietary Information Employer and RMR each acknowledge that as a result of entering into this Agreement, each party has and will continue to reveal and disclose to the other information that is proprietary and/or confidential of such party. Employer and RMR agree that each party will (a) keep such proprietary and/or confidential information of the other party in strict confidence; (b) not disclose confidential information of the other party to any third parties or to any of its employees not having a legitimate need to know such information; and (c) will not use confidential information of the other party for any purpose not directly related to and necessary for the performance of its obligations under this Agreement (unless required to do so by a court of competent jurisdiction or a regulatory body having authority to require such disclosure). For purposes of this Section, confidential information is any information identified as confidential and/or proprietary (or words of similar import); including but not limited to the parties' respective businesses or finances. The terms and conditions of this Section 6.3 shall survive the termination of this Agreement. 6.4 Disclosure of Individually Identifiable Health Information Both parties agree to the additional limitations and conditions required by HIPAA with respect to Covered Individuals' personal identifiable health information created or received by RMR in the course of performing its obligations under the Agreement with respect to the Benefit Plans. Page 7 of 12 6.5 Termination of Agreement (a) Either Party may terminate any or all of the Services provided under this Agreement by providing the other Party with: (i) in the case of RMR providing such notice, no less than ninety (90) days prior written notice, and (ii) in the case of Employer providing such notice, no less than thirty (30) days prior written notice. Such notice to be effective on the date specified in such notice. (b) RMR may terminate any or all Services, in whole or in part, if Employer materially breaches the terms of this Agreement and does not cure that material breach within the timeframe specified by RMR in its notice of breach (if any). (c) Employer may terminate this agreement if RMR materially breaches its obligations does not cure that material breach within thirty (30) days after receipt of Employer's notice. (d) This Agreement shall terminate automatically with respect to any Benefit Plan Service as of the date the underlying Benefit Plan is terminated. (e) RMR may terminate any or all Services, in whole or in part, for cause as of the date specified in a termination notice if Employer: (i) files for bankruptcy, (ii) becomes or is declared insolvent, (iii) is the subject of any proceedings (not dismissed within 30 days) related to its liquidation, insolvency or the appointment of a receiver or similar officer, (iv) makes an assignment for the benefit of all or substantially all of its creditors, (v) takes any corporate action for its winding -up, dissolution or administration, (vi) enters into an agreement for the extension or readjustment of substantially all of its obligations, or (vii) recklessly or intentionally makes any material misstatement as to its financial condition. (f) Termination of this Agreement shall not terminate the rights or obligations of either party arising prior to the effective date of such termination. The indemnity, confidentiality and privacy provisions of this Agreement shall survive its termination. 6.6 Governing Law and Dispute Resolution This Agreement will be governed by and construed in accordance with the applicable laws of Colorado, without giving effect to the principles of that state relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in the state of Colorado, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Colorado, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. 6.7 No Third Party Beneficiaries No third party will be deemed to be an intended or unintended third party beneficiary of this Agreement and nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any other person or entity other than Employer, RMR and their respective successors and permitted assigns, any rights, remedies or obligations whatsoever. RMR is obligated under this Agreement only to the Employer, and nothing under this Agreement shall be deemed to confer any obligation on RMR to any Covered Individuals. Page 8 of 12 6.8 Signatures IN WITNESS WHEREOF, Employer and RMR have caused this Agreement to be executed in their names by their undersigned officers, the same being duly authorized to do so. Rocky Mountain Reserve Weld County Government Signature President ature Scott K. James, Chair Board of Weld County Commissioners Title Title December 16, 2022 Date DEC 2 12022 Date deetAtA) ,�,/ATTEST: v• •X ,lit Weld County Clerk to, the l BY • `� Iti /� I,t/ Deputy Clerk to the B Page 9 of 12 0c-3551 ()) EXHIBIT A FSA Administration Services, as Described in Section 4.1 Initial Setup Fee: $0 Monthly Per Participant Fee: $3.50 Document Amendment Fee: $75 Rate Guarantee: 3 years Page 10 of 12 Appendix A -Health FSA Guidelines Services Included: Employer is responsible for all legal requirements and administrative obligations with regard to the Health FSA, except for the following administrative duties to be performed by RMR or a subcontractor of RMR engaged in accordance with the Agreement: 1. RMR shall make available (by electronic medium and paper copy) enrollment and reimbursement forms and instructions for filing Participant claims. 2. Upon receiving instructions from Employer with regard to a Participant's change in status or other event that permits an election change under applicable laws, including IRS regulations, RMR shall make the requested change in the Participant's election as soon as practicable. 3. RMR shall prepare the information necessary to enable Employer to satisfy its Form 5500 filing obligation with regard to the Health FSA. Employer shall be responsible for reviewing the information provided by RMR to ensure its accuracy. RMR will prepare and provide for filing the Form 5500 if necessary. 4. RMR shall request from the Employer the information necessary to prepare nondiscrimination tests. RMR will prepare a preliminary and final nondiscrimination tests for the Cafeteria Plan. 5. RMR shall make initial decisions with regard to Participant claims as specified in the applicable underlying Plan document. Disbursement of benefit payments that it determines to be dueshall be made promptly. Unless special circumstances exist, including denial of all or a portion of the claim, payment shall be disbursed within seven (7) business days of the day on which RMR receives the claim. Unless the Plan document provides otherwise, benefit payments shall be made by direct deposit or check payable to the Participant. If the amount of the claim exceeds the amount the Participant has had withheld to -date, RMR will contact Employer to make available such excess amount. 6. RMR shall notify Participants with regard to any claims that are denied due to inadequate substantiation or data submission, and provide an adequate period of time for the Participant to resubmit the claim. RMR shall follow the requirements of ERISA as reflected in the Plan document with regard to denial of claims. 7. If applicable, RMR will provide notices and oral interpretive services, with respect to notices and services provided under the Agreement, in a culturally and linguistically appropriate manner in accordance with the requirements of Health Care Reform. Services Not Included: RMR is not responsible for any of the following: 1. Payment of claims from other than an Employer general assets account. 2. Employer's compliance with HIPAA portability provisions (including notifications such as certificates of creditable coverage), if applicable, or with HIPAA privacy and security provisions (including notification obligations), if applicable (but RMR will comply with applicable provisions of HIPAA's privacy and security rules in carrying out its duties). 3. Employer's compliance with qualified medical child support orders (QMCSOs). 4. Determining whether Employer's Health FSA documents are in compliance with the Code or any other applicable state, federal, or local statutes or regulations. Page 11 of 12 Appendix B-DCAP Guidelines Services Included: Employer is responsible for all legal requirements and administrative obligations with regard to the DCAP, except for the following administrative duties to be performed by RMR or a subcontractor of RMR engaged in accordance with the Agreement: 1. RMR shall make available (by electronic medium and paper copy) enrollment and reimbursement forms and instructions for filing Participant claims. 2. Upon receiving instructions from Employer with regard to a Participant's change in status or other event that permits an election change under applicable laws, including IRS regulations, RMR shall make the requested change in the Participant's election as soon as practicable. 3. RMR shall assist Employer in preparing preliminary and final nondiscrimination tests for the DCAP. 4. RMR shall make initial decisions with regard to Participant claims as specified in the applicable underlying Plan document. Disbursements of benefit payments that it determines to be due shall be made promptly. Unless special circumstances exist, including denial of all or a portion of the claim, payment shall be disbursed within seven (7) business days of the day on which RMR receives the claim. Unless the Plan document provides otherwise, benefit payments shall be made by direct deposit or check payable to the Participant. If the amount of the claim exceeds the amount the Participant has had withheld to -date, RMR will hold the claim and make reimbursements as monies are withheld from the Participant's pay. 5. RMR shall notify Participants with regard to any claims that are denied due to inadequate substantiation or data submission and provide an adequate period of time for the Participant to resubmit the claim. The RMR shall follow the terms and conditions specified in the underlying Plan document. Services Not Included: RMR is not responsible for any of the following: 1. Determining whether Employer's DCAP documents are in compliance with the Code or any other applicable state, federal, or local statutes or regulations. Page 12 of 12 Business Associate Agreement Weld County Government ("Covered Entity") has asked Rocky Mountain Reserve ("Business Associate") to provide administrative services for certain employee benefit plans maintained by the Covered Entity. As part of that arrangement the Covered Entity and Business Associate enter into this Agreement. I. Definitions (a) Breach. "Breach" shall have the same meaning as the term "breach" in 45 CFR §164.402. (b) Breach Notification Rule. "Breach Notification Rule" shall mean the Standards and Implementation Specifications for Notification of Breaches of Unsecured Protected Health Information under 45 CFR Parts 160 and 164, subparts A and D. (c) Business Associate. "Business Associate" shall mean Rocky Mountain Reserve (RMR). (d) Covered Entity. "Covered Entity" shall mean Weld County Government. (e) Electronic Protected Health Information. "Electronic Protected Health Information" shall have the same meaning as the term "electronic protected health information" in CFR §160.103. (f) Electronic Transactions Rule. "Electronic Transactions Rule" shall mean the final regulations issued by HHS concerning standard transactions and code sets under 45 CFR Parts 160 and 162. (g) Enforcement Rule. "Enforcement Rule" shall mean the Enforcement Provisions set forth in 45 CFR Part 160. (h) Genetic Information. "Genetic Information" shall have the same meaning as the term "genetic information" in CFR §160.103. (i) HHS. "HHS" shall mean the Department of Health and Human Services. (j) HIPAA Rules. "HIPAA Rules" shall mean the Privacy Rule, Security Rule, Breach Notification Rule, and Enforcement Rule. (k) Individual. "Individual" shall have the same meaning as the term "individual" in 45 CFR §160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR § 164.502(g) . (I) HITECH Act. "HITECH Act" shall mean the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009. (m) Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164, subparts A and E. (n) Protected Health Information. "Protected Health Information" shall have the same meaning as the term "protected health information" in 45 CFR § 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity. (o) Required By Law. "Required By Law" shall have the same meaning as the term "required by law" in 45 CFR §164.103. (p) Security Incident. "Security Incident" shall have the same meaning as the term "security incident" in 45 CFR §164.304. (q) Security Rule. "Security Rule" shall mean the Security Standards and Implementation Specifications at 45 CFR Part 160 and Part 164, subpart C. (r) Subcontractor. "Subcontractor" shall have the same meaning as the term "subcontractor" in 45 CFR §164.103. (s) Transaction. "Transaction" shall have the meaning given the term "transaction" in 45 CFR §164.103. (t) Unsecured Protected Health Information. "Unsecured Protected Health Information" shall have the meaning given the term "unsecured protected health information" in 45 CFR §164.402. Page 1 of 8 II. Privacy and Security of Protected Health Information (a) Permitted Uses and Disclosures. Business Associate is permitted to use and disclose Protected Health Information only as set forth below: (i) Functions and Activities on Covered Entity's Behalf. To provide the described services in the Service Agreement between Rocky Mountain Reserve and the Covered Entity. (ii) Business Associate's Operations. Business Associate may use Protected Health Information for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate. Business Associate may disclose Protected Health Information for the proper management and administration of the Business Associate or to carry out Business Associate's legal responsibilities, provided that - (A) The disclosure is required by law; or (B) Business Associate obtains reasonable assurance from any person or entity to which Business Associate will disclose Protected Health Information that the person or entity will - (1) Hold the Protected Health Information in confidence and use or further disclose the Protected Health Information only for the purpose for which Business Associate disclosed Protected Health Information to the person or entity or as Required by Law; and (2) Promptly notify Business Associate of any instance of which the person or entity becomes aware in which the confidentiality of Protected Health Information was breached. (iii) Minimum Necessary. Business Associate will, in its performance of the functions, activities, services, and operations specified above, make reasonable efforts to use, to disclose, and to request only the minimum amount of Protected Health Information reasonably necessary to accomplish the intended purpose of the use, disclosure, or request, except that Business Associate will not be obligated to comply with this minimum -necessary limitation if neither Business Associate nor Covered Entity is required to limit its use, disclosure, or request to the minimum necessary under the HIPAA Rules. Business Associate and Covered Entity acknowledge that the phrase "minimum necessary" shall be interpreted in accordance with the HITECH Act and the HIPAA Rules. (b) Prohibition on Unauthorized Use or Disclosure. Business Associate will neither use nor disclose Protected Health Information, except as permitted or required by this Agreement or in writing by Covered Entity or as Required by Law. This Agreement does not authorize Business Associate to use or disclose Covered Entity's Protected Health Information in a manner that would violate the HIPAA Rules if done by Covered Entity, except as permitted for Business Associate's proper management and administration, as described above. (c) Information Safeguards. Page 2 of 8 (i) Privacy of Protected Health Information. Business Associate will develop, implement, maintain, and use appropriate administrative, technical, and physical safeguards to protect the privacy of Protected Health Information. The safeguards must reasonably protect Protected Health Information from any intentional or unintentional use or disclosure in violation of the Privacy Rule and limit incidental uses or disclosures made pursuant to a use or disclosure otherwise permitted by this Agreement. To the extent the parties agree that the Business Associate will carry out directly one or more of Covered Entity's obligations under the Privacy Rule, the Business Associate will comply with the requirements of the Privacy Rule that apply to the Covered Entity in the performance of such obligations. (ii) Security of Covered Entity's Electronic Protected Health Information. Business Associate will comply with the Security Rule and will use appropriate administrative, technical, and physical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic Protected Health Information that Business Associate creates, receives, maintains, or transmits on Covered Entity's behalf. (iii) No Transfer of PHI Outside United States. Business Associate will not transfer Protected Health Information outside the United States without the prior written consent of the Covered Entity. In this context, a "transfer" outside the United States occurs if Business Associate's workforce members, agents, or subcontractors physically located outside the United States are able to access, use, or disclose Protected Health Information. (d) Subcontractors. Business Associate will require each of its Subcontractors to agree, in a written agreement with Business Associate, to comply with the provisions of the Security Rule; to appropriately safeguard Protected Health Information created, received, maintained, or transmitted on behalf of the Business Associate; and to apply the same restrictions and conditions that apply to the Business Associate with respect to such Protected Health Information. (e) Prohibition on Sale of Protected Health Information. Effective September 23, 2013, Business Associate shall not engage in any sale (as defined in the HIPAA rules) of Protected Health Information. (f) Prohibition on Use or Disclosure of Genetic Information. Effective September 23, 2013, Business Associate shall not use or disclose Genetic Information for underwriting purposes in violation of the HIPAA rules. (g) Penalties for Noncompliance. Business Associate acknowledges that it is subject to civil and criminal enforcement for failure to comply with the HIPAA Rules, to the extent provided by the HITECH Act and the HIPAA Rules. III. Compliance With Electronic Transactions Rule. If Business Associate conducts in whole or part electronic Transactions on behalf of Covered Entity for which HHS has established standards, Business Associate will comply, and will require any Subcontractor it involves with the conduct of such Transactions to comply, with each applicable requirement of the Electronic Transactions Rule and of any operating rules adopted by HHS with respect to Transactions. IV. Individual Rights. Page 3 of 8 (a) Access. Business Associate will, within 30 calendar days following Covered Entity's request, make available to Covered Entity (or, at Covered Entity's written direction, to an individual or the individual's designee) for inspection and copying Protected Health Information about the individual that is in a Designated Record Set in Business Associate's custody or control, so that Covered Entity may meet its access obligations under 45 CFR §164.524. Effective September 23, 2013, if Covered Entity requests an electronic copy of Protected Health Information that is maintained electronically in a Designated Record Set in the Business Associate's custody or control, Business Associate will provide an electronic copy in the form and format specified by the Covered Entity if it is readily producible in such format; if it is not readily producible in such format, Business Associate will work with Covered Entity to determine an alternative form and format that enable Covered Entity to meet its electronic access obligations under 45 CFR §164.524. (b) Amendment. Business Associate will, upon receipt of written notice from Covered Entity, promptly amend or permit Covered Entity access to amend any portion of an individual's Protected Health Information that is in a Designated Record Set in the custody or control of the Business Associate, so that Covered Entity may meet its amendment obligations under 45 CFR §164.526. (c) Disclosure Accounting. To allow Covered Entity to meet its obligations to account for disclosures of Protected Health Information under 45 CFR §164.528: (i) Disclosures Subject to Accounting. Business Associate will record the information specified below ("Disclosure Information") for each disclosure of Protected Health Information, not excepted from disclosure accounting as specified below, that Business Associate makes to Covered Entity or to a third party. (ii) Disclosures Not Subject to Accounting. Business Associate will not be obligated to record Disclosure Information or otherwise account for disclosures of Protected Health Information if Covered Entity need not account for such disclosures under the HIPAA Rules. (iii) Disclosure Information. With respect to any disclosure by Business Associate of Protected Health Information that is not excepted from disclosure accounting under the HIPAA Rules, Business Associate will record the following Disclosure Information as applicable to the type of accountable disclosure made: (A) Disclosure Information Generally. Except for repetitive disclosures of Protected Health Information as specified below, the Disclosure Information that Business Associate must record for each accountable disclosure is (i) the disclosure date, (ii) the name and (if known) address of the entity to which Business Associate made the disclosure, (iii) a brief description of the Protected Health Information disclosed, and (iv) a brief statement of the purpose of the disclosure. (B) Disclosure Information for Repetitive Disclosures. For repetitive disclosures of Protected Health Information that Business Associate makes for a single purpose to the same person or entity (including Covered Entity), the Disclosure Information that Business Associate must record is either the Disclosure Information specified above for each accountable disclosure, or (i) the Disclosure Information specified above for the first of the repetitive accountable disclosures; (ii) the frequency, periodicity, or number of the repetitive accountable disclosures; and (iii) the date of the last of the repetitive accountable Page 4 of 8 disclosures. (iv) Availability of Disclosure Information. Business Associate will maintain the Disclosure Information for at least 6 years following the date of the accountable disclosure to which the Disclosure Information relates. Business Associate will make the Disclosure Information available to Covered Entity within 60 calendar days following Covered Entity's request for such Disclosure Information to comply with an individual's request for disclosure accounting. (d) Restriction Agreements and Confidential Communications. Covered Entity shall notify Business Associate of any limitations in the notice of privacy practices of Covered Entity under 45 CFR §164.520, to the extent that such limitation may affect Business Associate's use or disclosure of Protected Health Information. Business Associate will comply with any notice from Covered Entity to (1) restrict use or disclosure of Protected Health Information pursuant to 45 CFR §164.522(a), or (2) provide for confidential communications of Protected Health Information pursuant to 45 CFR §164.522(b), provided that Covered Entity notifies Business Associate in writing of the restriction or confidential communications obligations that Business Associate must follow. Covered Entity will promptly notify Business Associate in writing of the termination of any such restriction or confidential communications requirement and, with respect to termination of any such restriction, instruct Business Associate whether any of the Protected Health Information will remain subject to the terms of the restriction agreement. V. Breaches and Security Incidents. (a) Reporting. (i) Impermissible Use or Disclosure. Business Associate will report to Covered Entity any use or disclosure of Protected Health Information not permitted by this Agreement not more than 30 calendar days after Business Associate discovers such non -permitted use or disclosure. (ii) Breach of Unsecured Protected Health Information. Business Associate will report to Covered Entity any potential Breach of Unsecured Protected Health Information not more than 30 calendar days after discovery of such potential Breach. Business Associate will treat a potential Breach as being discovered in accordance with 45 CFR §164.410. Business Associate will make the report to Covered Entity's Privacy Officer. If a delay is requested by a law - enforcement official in accordance with 45 CFR §164.412, Business Associate may delay notifying Covered Entity for the applicable time period. Business Associate's report will include at least the following, provided that absence of any information will not be cause for Business Associate to delay the report: (A) Identify the nature of the Breach, which will include a brief description of what happened, including the date of any Breach and the date of the discovery of any Breach; (B) Identify the types of Protected Health Information that were involved in the Breach (such as whether full name, Social Security number, date of birth, home address, account number, diagnosis, or other information were involved); (C) Identify who made the non -permitted use or disclosure and who received the non - permitted disclosure; Page 5 of 8 (D) Identify what corrective or investigational action Business Associate took or will take to prevent further non -permitted uses or disclosures, to mitigate harmful effects, and to protect against any further Breaches; (E) Identify what steps the individuals who were subject to a Breach should take to protect themselves; (F) Provide such other information, including a written report and risk assessment under 45 CFR §164.402, as Covered Entity may reasonably request. (iii) Security Incidents. Business Associate will report to Covered Entity any Security Incident of which Business Associate becomes aware. Business Associate will make this report once per month, except if any such Security Incident resulted in a disclosure not permitted by this Agreement or Breach of Unsecured Protected Health Information, Business Associate will make the report in accordance with the provisions set forth above. (b) Mitigation. Business Associate shall mitigate, to the extent practicable, any harmful effect known to the Business Associate resulting from a use or disclosure in violation of this Agreement. VI. Term and Termination. (a) Term. This Agreement shall be effective as of the effective date of the Service Agreement with Rocky Mountain Reserve and, shall terminate on termination of the Service Agreement with Rocky Mountain Reserve. (b) Right to Terminate for Cause. Covered Entity may terminate this Agreement if it determines, in its sole discretion, that Business Associate has breached any provision of this Agreement, and after written notice to Business Associate of the breach, Business Associate has failed to cure the breach within 30 calendar days after receipt of the notice. Any such termination will be effective immediately or at such other date specified in Covered Entity's notice of termination. (c) Treatment of Protected Health Information on Termination. (i) Return or Destruction of Covered Entity's Protected Health Information If Feasible. Upon termination of this Agreement, Business Associate will, if feasible, return to Covered Entity or destroy all Protected Health Information in whatever form or medium, including all copies thereof and all data, compilations, and other works derived therefrom that allow identification of any individual who is a subject of the Protected Health Information. This provision shall apply to Protected Health Information that is in the possession of any Subcontractors of Business Associate. Further, Business Associate shall require any such Subcontractor to certify to Business Associate that it has returned or destroyed all such information which could be returned or destroyed. Business Associate will complete these obligations as promptly as possible, but not later than 30 calendar days following the effective date of the termination of this Agreement. (ii) Procedure When Return or Destruction Is Not Feasible. Business Associate will identify any Protected Health Information, including any Protected Health Information that Business Associate has disclosed to Subcontractors, that cannot feasibly be returned to Covered Entity or Page 6 of 8 destroyed and explain why return or destruction is infeasible. Business Associate will limit its further use or disclosure of such information to those purposes that make return or destruction of such information infeasible. Business Associate will complete these obligations as promptly as possible, but not later than 30 calendar days following the effective date of the termination or other conclusion of Agreement. (iii) Continuing Privacy and Security Obligation. Business Associate's obligation to protect the privacy and safeguard the security of Protected Health Information as specified in this Agreement will be continuous and survive termination or other conclusion of this Agreement. VII. General Provisions. (a) Definitions. All terms that are used but not otherwise defined in this Agreement shall have the meaning specified under HIPAA, including its statute, regulations, and other official government guidance. (b) Inspection of Internal Practices, Books, and Records. Business Associate will make its internal practices, books, and records relating to its use and disclosure of Protected Health Information available to Covered Entity and to HHS to determine compliance with the HIPAA Rules. (c) Amendment to Agreement. This Agreement may be amended only by a written instrument signed by the parties. In case of a change in applicable law, the parties agree to negotiate in good faith to adopt such amendments as are necessary to comply with the change in law. (d) No Third -Party Beneficiaries. Nothing in this Agreement shall be construed as creating any rights or benefits to any third parties. (e) Interpretation. Any ambiguity in the Agreement shall be resolved to permit Covered Entity and Business Associate to comply with the applicable requirements under the HIPAA Rules. (f) Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by the law of Colorado, except to the extent preempted by federal law. (g) Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. (h) Construction and Interpretation. The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. This Agreement has been negotiated by the parties at arm's -length and each of them has had an opportunity to modify the language of the Agreement. Accordingly, the Agreement shall be treated as having been drafted equally by the parties, and the language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any party shall not apply. This Agreement may be executed in counterparts, each of which shall be deemed to bean original, but all of which, taken together, shall constitute one and the same agreement. (i) Notices. All notices and communications required by this Agreement shall be in writing. Such Page 7 of 8 notices and communications shall be given in one of the following forms: (i) by delivery in person, (i) by a nationally -recognized, next -day courier service, (iii) by first-class, registered or certified mail, postage prepaid; or (iv) by electronic mail to the address that each party specifies in writing. (k) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral, with regard to this same subject matter. VIII. Signatures ROCKY MOUNTAIN RESERVE WELD COUNTY GOVERNMENT Pvz, Signature President Signature Scott K. James, Chair Board of Weld County Commissioners Title Title December 14, 2022 DEO 2 12922 Date Date CC� Cam( ATTEST:t/dtA-0) v• XL' Weld County Clerk to the B Page 8 of 8 Deputy Clerk to the Boa aoaa-855, ea) SERVICE AGREEMENT AND CRITERIA PLAN FOR FLEXIBLE SPENDING ACCOUNTS (FSA) - ROCKY MOUNTAIN RESERVE APPROVED AS TO SUBSTANCE: Elect• d O = , -.•a ment Head, or Deputy Department Head APPROVED AS TO FUNDING: aftit Chief Financial Officer APPROVED AS TO FORM: Cou y Attorney Hello