HomeMy WebLinkAbout20200721.tiffRESOLUTION
RE: APPROVE LEAVE MANAGEMENT SERVICES AGREEMENT AND AUTHORIZE
CHAIR TO SIGN - UPMC BENEFIT MANAGEMENT SERVICES, INC., DBA
WORKPARTNERS
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 Leave Management Services
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 Services, and UPMC
Benefit Management Services, Inc., dba WorkPartners, commencing January 1, 2020, and ending
December 31, 2020, 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 Leave Management Services 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 Services, and UPMC Benefit Management Services, Inc., dba
WorkPartners, 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 2nd day of March, A.D., 2020, nunc pro tunc January 1, 2020.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: d./
Weld County Clerk to the Board
BY:
Deputy Clerk to the Board
1(` t -CL -3-,,z,
Mike Freeman, Chair
EXCU
D
Steveoreno, Pro-Tem
Sdott K. James
APP' e,y ED AS .. R V �� XCUSED
ounty orney
arbara Kirkmeyer
Kevin D. Ross
Date of signature: 03/lo /2O
CC: H 2(MR)
II/oH/2O
2020-0721
PE0033
PASS -AROUND TITLE:
DEPARTMENT:
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
FMLA Management Contract w UPMC Benefit Management Services
Human Resources DATE: 02/24/2020
PERSON REQUESTING: Patti Russell
Brief description of the problem/issue:
Weld County and UPMC Benefit Management Services (WorkPartners) is contracting to provide
FMLA management services for the County. The County Attorney's office has read and helped with
negotiation of this contract and has approved it.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
Approve contract - WorkPartners manages our FMLA Claims and employee certifications
Don't Approve - Weld County would not have a contract and would need to manage claims and
certifications on its own, possibly with legal consequences.
Recommendation:
Approve contract for FMLA services to be provided by WorkPartners.
Mike Freeman, Chair
Scott K. James
Barbara Kirkmeyer
Steve Moreno, Pro -Tern
Kevin D. Ross
0300
Approve Schedule
Recommendation Work Session
'rea/1
I1�
Other/Comments:
2020-0721
P E,0033
LEAVE MANAGEMENT SERVICES AGREEMENT
THIS LEAVE MANAGEMENT SERVICES AGREEMENT (the "Agreement") is
entered into and made effective August 20, 2019 (the "Effective Date"), by and between UPMC
Benefit Management Services, Inc. d/b/a WorkPartners, a Pennsylvania non-profit with its
principal place of business at 600 Grant Street, 55th Floor, Pittsburgh, Pennsylvania 15219
("WorkPartners"), and by and between the County of Weld, a body corporate and politic of the State of
Colorado, by and through its Board of County Commissioners, whose address is 1150 "O" Street, Greeley,
Colorado 80631 hereinafter referred to as "County,". WorkPartners and County shall be collectively
referred to as the "Parties."
WITNESSETH:
WHEREAS, WorkPartners is in the business of, inter alia, providing and/or administering
absence, health, wellness, population management and other employer services, including Centralized
Leave Management ("Leave Management") administration and information services;
WHEREAS, County is an employer subject to the requirements of the Family and Medical
Leave Act ("FMLA") and provides leave to employees for health related reasons;
WHEREAS, County desires to engage WorkPartners to perform, and WorkPartners is
willing to perform, the Leave Management administration and information services set forth
herein.
NOW, THEREFORE, in consideration of the above recitals, the terms and conditions
hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
1. WorkPartners Obligations. WorkPartners shall provide to County certain Leave
Management administration and information services (the "Services") as set forth in Exhibit A to
this Agreement.
2. County Obligations. County shall provide to WorkPartners the County's current
employee count, quarterly updated employee counts, employee qualifying event(s) and other
information as requested by WorkPartners.
3. WorkPartners Compensation. In consideration for the performance by
WorkPartners of the Services, County shall pay to WorkPartners the fees set forth on Exhibit B.
Invoices for fees, as stated in Exhibit B, shall be submitted to County on a monthly basis.
Undisputed invoices shall be paid within thirty (30) days of receipt by County. With respect to
disputed invoices, County shall pay the undisputed portions within thirty (30) days of the date of
receipt, and shall advise WorkPartners of the nature of (and basis for) the dispute within the same
thirty (30) day period. WorkPartners shall be responsible for the withholding and/or payment, as
the case may be, of any taxes relative to the compensation paid hereunder and County shall not be
responsible for the withholding of any taxes.
o2D o -- O 7&-/
4. Term and Termination
4.1 The term of the Agreement shall begin on January 1, 2020 and shall remain in effect
for a period of one (1) year (the "Term") unless earlier terminated in accordance with Sections 4.2,
4.3 and 4.4, below.
4.2 In the event that County or WorkPartners violates any of the material conditions of
this Agreement and fails to cure such violation within thirty (30) days of receipt of written notice
of the violation, such conduct shall constitute a breach of this Agreement and shall entitle the non -
breaching party to immediately terminate this Agreement.
4.3 Upon the event of WorkPartners' breach of this Agreement, County may terminate
this Agreement and must notify WorkPartners, in writing, of the termination, including the date
the termination will become effective. Upon receipt of the written notice of termination,
WorkPartners will discontinue performance of the Services. County shall have no duty to make
payment to WorkPartners for any Services provided after the date of termination.
4.4 WorkPartners or County may terminate this Agreement, in whole or in part, at any
time for any reason or no reason by providing the other Party with at least thirty (30) days prior
written notice of its intent to terminate, and such termination shall be effective upon the date set
forth therein. WorkPartners will discontinue the performance of the Services upon delivery of said
notice. County shall have no duty to make payment to WorkPartners for any Services provided
after the date of termination.
4.5 Termination of this Agreement shall not release or discharge either party from any
obligation, debt, or liability which shall have previously accrued and remains to be performed upon
the date of termination. WorkPartners shall be entitled to the compensation herein up to, and not
beyond, the date of termination. With regard to any termination of this Agreement by either party,
neither party shall be liable to the other party for any incidental, consequential or punitive damages
in relation thereto. WorkPartners agrees to assist County in the transfer of necessary information
in the event of termination.
5. Confidentiality of Information.
5.1 WorkPartners shall at all times after the Effective Date of this Agreement maintain
in strict confidence all "Employee Information" received from the County, whether printed,
written or oral, in answer to inquiry or voluntarily furnished, by the County or its employees for
the purpose of fulfillment of the terms of the Agreement. For purposes of this Agreement,
"Employee Information" shall include, information related to birth, adoption or placement in foster
care of a child; care needs related to a seriously ill child, spouse or parent; employee's own serious
illness or other qualifying event; hours worked by employee and FMLA hours used by employee.
WorkPartners shall not disclose such "Employee Information" to anyone, except to the extent
necessary to enable WorkPartners to perform the Services under this Agreement or as County may
otherwise authorize in writing.
5.2 County shall at all times related to the formation of this Agreement and subsequent
to the execution of this Agreement maintain in strict confidence all "Confidential Information"
received by County from WorkPartners or its employees and/or agents. For purposes of this
Agreement, "Confidential Information" shall include, without limitation, knowledge and
information, ideas, techniques, specifications, designs, software (including, without limitation,
object and source code), programs, sales and marketing plans, research and strategies, financial
data, devices, mechanisms, processes and techniques, packaging, trade secrets and proprietary
data, and know-how relating to WorkPartners' business operations or otherwise relating to its
products or services and any other information provided by WorkPartners which is designated as
confidential. For the avoidance of doubt, the parties acknowledge that, for purposes of this
Agreement, Confidential Information not only includes Confidential Information of WorkPartners,
but also that of any UPMC affiliate or any third party, to the extent that such information is
disclosed to County in connection with the performance of the Services or is in County's
possession at any time during the Term.
Notwithstanding the foregoing, Confidential Information shall not include such
information that is in the public domain or hereafter comes into the public domain through no fault
of County, nor shall the foregoing disclosure restriction apply to disclosures that may be required
by applicable law or any court of competent jurisdiction, so long as County gives WorkPartners
as much advance notice as possible prior to making any such required disclosure in order to allow
WorkPartners to dispute such ruling or seek a protective order in relation to such required
disclosure. Specifically, WorkPartners is advised that as a public entity in Colorado, County must
comply with Colorado Revised Statutes 24-72-201, et seq., with regard to public records and
cannot guarantee confidentiality of all documents.
All Confidential Information is and shall remain the sole and exclusive property of
WorkPartners. Neither this Agreement nor any disclosure hereunder shall be deemed, by
implication, estoppel, or otherwise, to vest in County any license, interest, or ownership rights of
any kind to or under any Confidential Information, inventions, patents, "know-how," trade secrets,
trademarks, or copyrights owned or controlled by WorkPartners.
6. Remedies for Violations of Section 5.
6.1 WorkPartners acknowledges that the unauthorized use or disclosure of Employee
Information provided by the County may give rise to irreparable injury to the County and/or
employee and that such injury may not be adequately compensated by damages; that the promises
contained in this Agreement have been given for the benefit of County and/or employee, and that,
accordingly, County may seek injunctive relief against WorkPartners or any individual furnished
Employee Information hereunder, without the posting of bond or other security, to prevent the
breach or threatened breach of any promise made in this Agreement, in addition to any other legal
remedies that may be available to County. The obligations of WorkPartners as stated in Section
6.1 shall remain in full force and in effect after expiration or termination of this Agreement.
6.2 County acknowledges that the unauthorized use or disclosure of Confidential
Information of WorkPartners may give rise to irreparable injury to WorkPartners and that such
injury may not be adequately compensated by damages; that the promises contained in this
Agreement have been given for the benefit of WorkPartners, and that, accordingly, WorkPartners
may seek injunctive relief against County or any individual furnished Confidential Information
hereunder, without the posting of bond or other security, to prevent the breach or threatened breach
of any promise made in this Agreement, in addition to any other legal remedies that may be
available to WorkPartners. The obligations of the County as stated in Section 6.2 shall remain in
full force and in effect after expiration or termination of this Agreement.
7. Independent Contractor. In the performance of this Agreement, it is mutually
understood and agreed that WorkPartners is at all times acting and performing as an independent
contractor of, and not the employee or agent of, County, and no act or failure to act by either party
hereto shall be construed to make or render the other party its partner, joint venturer, employee,
agent or associate.
8. Severability. In the event that any provision or part of any provision of this
Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable,
such determination shall not affect the remaining parts or provisions of this Agreement which shall
continue in full force and effect.
9. Applicable Law. This Agreement shall be construed and enforceable in
accordance with the laws of the State of Colorado, and the Parties agree to submit to the jurisdiction
of the state and federal courts located in Weld County, Colorado .
10. Assignment Prohibited. This Agreement is a services contract, and neither party
may assign or delegate any of its rights or obligations hereunder without first obtaining the written
consent of the other party.
11. Notices. All notices which either party is required or may desire to give to the other
under, or in conjunction with, this Agreement shall be in writing, and shall be deemed to have been
duly given upon receipt, if delivered in person or sent by facsimile to the party named below, or
three (3) business days after it is deposited in the United States mail, if by certified or registered
mail, postage prepaid, return receipt requested, or the next business day, if it is transmitted by
Federal Express or similar overnight delivery service, addressed as follows:
If to County:
If to WorkPartners:
WorkPartners
US Steel Tower
600 Grant Street, 8th Floor
Pittsburgh, PA 15219
Attn: Linda Croushore
With a copy to: UPMC Insurance Services Division
Chief Legal Officer
600 Grant Street, 55th Floor
Pittsburgh, PA 15219
or to such other address(es) or person(s) as may be designated by the parties from time to time in
accordance with the provisions of this Section 11.
12. Indemnification. As permitted by Colorado law, the Parties shall indemnify
each other, their affiliated entities, and their respective officers, employees, directors and agents
from and against any and all third party claims, including costs (including reasonable attorneys'
fees), damages, fines, and liabilities related to or arising out of: (a) a material breach of an
indemnifying party's obligations hereunder; and/or (b) any conduct of the indemnifying party in
the performance of its obligations hereunder which constitutes , willful misconduct or gross
negligence.
13. Limitation of Liability. County agrees that neither WorkPartners nor its
personnel will be liable to County for any claims, liabilities, or expenses relating to this
engagement for an aggregate amount in excess of the fees paid by County to WorkPartners
pursuant to this Agreement, except to the extent finally judicially determined to have resulted
from the bad faith or intentional misconduct of WorkPartners. In no event will WorkPartners or
its personnel be liable for consequential, special, indirect, incidental, punitive or exemplary loss,
damage, or expense relating to this engagement or this Agreement nor will they be liable for any
claim or demand against County by any third party, except as otherwise set forth herein. In
addition, WorkPartners will not be liable for any decisions made by County in reliance on the
services performed or materials provided by WorkPartners hereunder. WorkPartners will not be
liable for any services or products provided by third party vendors, developers or consultants,
whether or not identified or referred to County by WorkPartners.
14. Warranty. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
WORKPARTNERS MAKES NO REPRESENTATIONS OR WARRANTIES WITH
RESPECT TO THE SERVICES AND SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE. County agrees that WorkPartners is not in the
business of providing legal advice or services.
15. Compliance with Law. In performing the Services under this Agreement,
WorkPartners shall fully comply with all applicable laws, rules, regulations and ordinances,
including without limitation all laws pertaining to the protection of confidential information and
trade secrets of third parties, and shall further comply with WorkPartners' business policies,
procedures and codes of conduct, as adopted and as may be amended by WorkPartners from
time to time.
16. Waiver. Failure to insist upon strict compliance with any of the terms, covenants,
or conditions of this Agreement at any one time shall not be deemed a waiver of such term,
covenant, or condition at any other time nor shall any waiver or relinquishment of any right or
power herein at any time be deemed a waiver or relinquishment of the same or any other right
or power at any other time.
17. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original.
18. Non -Solicitation. During the term of this Agreement and for a period of one
(1) year thereafter, County shall not, without the prior written consent of WorkPartners, directly
or indirectly solicit, hire, attempt to hire, or retain in any way, any person who is an employee of
WorkPartners or its affiliates. This proscription shall not apply to general advertisements for
employment published by County to which an employee of WorkPartners or its affiliates may
apply without prior solicitation.
19. Dispute Resolution. The parties agree that they will use all reasonable efforts to
resolve in an amicable fashion any dispute that may arise under this Agreement. If the parties are
unable to resolve their differences within a thirty (30) days after the inception of said dispute,
either party may seek alternative remedies for resolving the dispute including, but not limited to,
mediation or litigation in any court having appropriate jurisdiction over the matter.
20. Governmental Immunity. No term or condition of this contract shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections
or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as
applicable now or hereafter amended.
21. Section Headinils/Interpretation. The captions of the various sections of this
Agreement are included for convenience of reference only and shall in no way affect the
construction or interpretation of this Agreement.
22. Entire Agreement. This Agreement, including all Exhibits, contains the entire
agreement between the parties concerning the subject matter hereof and there are no other terms,
covenants, obligations, or representations, oral or written, of any kind whatsoever. Any
amendment, modification, addition or alteration of this Agreement must be in writing and signed
by both parties.
23. Survival. The provisions of Sections 4 (Term and Termination), 5
(Confidentiality of Information), 6 (Remedies), 12 (Indemnification), 15 (Compliance with Law),
and 18 (Non -Solicitation) shall survive any termination of this Agreement.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement as of the
date first set forth above.
COUNTY
By:
Mike Freeman
Title: BOCC Chair
Dated:
MAR 0 2 2020
UPMC BENEFIT MANAGEMENT
SERVICES; INC.:
By:
10/(71
David M. Weir
Title: President & CEO
Dated: 3/17/2020
EXHIBIT A
Statement of Work
Leave Administration Services
1. Overview
UPMC Benefit Management Services, Inc. d/b/a WorkPartners will provide leave
administration services as described herein for County and all employees of the employer
group. This Scope of Services hereby incorporated the terms and conditions of the Leave
Administration Services Agreement, effective as of August 20, 2019, between WorkPartners
and County.
2. Fee Schedule
WorkPartners will be compensated monthly based upon the number of employees provided
to WorkPartners through a demographic file feed, established to run on a set schedule during
the implementation process. The Services performed hereunder are in accordance with the
compensation provisions set forth in the Agreement.
County shall provide, through the demographic file process termination dates for employees
no longer actively employed with County. Failure to provide termination date in a timely
fashion will result in these employees being counted as part of the active employee
population.
Details related to the fees for services can be found in Exhibit B.
3. Scope of Services
3.1. Implementation
Implementation will require a dedicated team from the employer to include IT/HRIS
resources to produce the required demographic files, internal resources with knowledge of
the current leave process and procedures, resources with the internal knowledge to determine
program refinements and obtain senior level support for recommended program
enhancements and recommendation.
As part of the implementation process, County will provide copies of all leave policies,
practices, communications and other legal documents, included, but not limited to collective
bargaining agreements, arbitration agreements, etc. that will assist in the development of the
leave policies being administered by WorkPartners. WorkPartners will review these policies
and make recommendations for any issue that a) does not comply with statutory
requirements; b) falls outside of identified best practices for leave administration; c) reduces
operational efficiencies. Once these issues are addressed, WorkPartners will build a
customize system for the employees of County. All absence related policies shall be in final
form with proper client authorization within 30 days of the targeted go -live date. Policy
changes needed after this date but before go -live may result in a delay of the program start
date.
A demographic file is critical to the implantation of this program. County will be responsible
for the development of a demographic file to provide needed information including an
accounting of hours worked per employee, unique identifying information. A full
specification of data elements required will be provided as part of the implementation
process. Should County request customization to the standard file specification, additional
charges will apply. See the pricing information in Exhibit B. The standard demographic file
is to be sent to WorkPartners no less than on a monthly basis. Frequency for this file can be
as often as daily. Failure to supply the file to WorkPartners within the timeframes defined
during implementation could place key elements of the program at risk and may result in
additional administration burdens being shifted back to the employer until the file is updated.
3.3 Leave Administration
Employees of the County will be provided a toll -free and/or online reporting method to
request a leave of absence through WorkPartners. This service will be manned 24 hours per
day, 7 days per week. The availability of the online reporting will be determined by the
County based upon the desire to provide this as an option to the employees and will be
finalized during the implementation process. Key individuals within the management
structure of the organization to include human resources professionals will be provided the
ability to view all leave records within the organization. This will be determined during the
implementation process.
WorkPartners will be responsible for all administration of the leave benefit, including, but
not limited to, tracking of appropriate leave of absence forms, compliance with federal and
state mandated timeframes, review of all medical information submitted by the employee in
compliance with regulated timeframes and communication with the employee related to
approval/denial or incomplete leave paperwork. As needed, communication with the
employee and the healthcare provider may be necessary; this will be the responsibility of
WorkPartners and will be in accordance with the federal FMLA regulations.
WorkPartners will, utilizing the demographic file information provided by the County,
review the employee's request for leave in compliance with all regional, state, federal and/or
employer sponsored leave policies being incorporated within this program. Upon
determining the leave type to be considered, WorkPartners will generate and deliver the
appropriate correspondence to the employee either via USPS mail or email.
Designated contacts at the County will be provided email communication to assist with the
management of daily workflow and employee staffing. These communications include, but
are not limited to, emails when an employee is determined to be eligible for a leave of
absence, when an employee is approved for a leave of absence (to include frequency and
duration for intermittent leaves), when an employee is denied a leave of absence,
communication related to the extension of a leave of absence and notification when an
employee has exhausted a leave of absence. Complex cases or concerns will be addressed on
a more immediate basis with telephone communication.
3.3 Reporting
WorkPartners will provide reporting on no less than a quarterly basis to the County. Our
standard reporting package includes a Leave Scorecard that can be delivered based upon
locations, facilities or other unique indicators that will assist in management of the client's
operations. Should the client request additional reporting or analytics, these will be quoted
prior to initiating the work effort and authorization from the client will be required. Once
authorization is obtained, a draft of the requested report will be provided to the client for
final approval before the end product is put into production. Upon completion of the report,
the client will be billed at the quoted rate. For details related to this billing, see the custom
reporting section of Exhibit C.
3.4 Account Management
An Account Manager specializing in Absence Management will be assigned to your account.
The Account Manager will support the implementation process to ensure deliverables are
being met according to schedule. The Account Manager will assist in the negotiation of
customizations outside of the scope of service. The Account Manager will also serve as a
point of contact for County and your dedicated WorkPartners Leave Team to maintain
transparency and consistent communication during implementation and post implementation
for the term of the contract.
All program and billing inquiries may be directed to the Account Manager, he/she will assist
in resolving any concerns and make certain proper parties are informed as well as coordinate
proper communication to deliver a successful program.
EXHIBIT B
Fee Schedule
Leave Administration Services
-Absence fvienagementServices
Fees `'• ' S �:� -t_ a��(( '�`�'
,Famil, And Leave Act Admiristration;.Cove[ed..Lives-
y. _
,
- 2,300
Monthly PEPM
$2.45 PEPM
Setup, Implementation, Training Fees
$3,000 (includes one file feed)
Additional File Feeds'
$2,500 per file
Take -Over Claim Administration
Included
Additional Services
Standard Reporting
Included
Employee Marketing and Communications
Included
Customized Reporting
Quoted prior to work at $175/hour
Training and Onsite Meetings
Travel expense payable by client with documentation
(mileage as dictated by the IRS)
Second and Third Opinion Services
Pass through cost to the employer
1 WorkPartners standard file specifications meet the majority of client needs
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