HomeMy WebLinkAbout20194947.tiffRESOLUTION
RE: APPROVE HOLD HARMLESS AND INDEMNIFICATION AGREEMENT AND
AUTHORIZE CHAIR TO SIGN - LIFE INSURANCE COMPANY OF NORTH AMERICA,
AND 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 Hold Harmless and Indemnification
Agreement among 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 Life
Insurance Company of North America, and UPMC Benefit Management Services, Inc., dba
WorkPartners, commencing January 1, 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 Hold Harmless and Indemnification Agreement among 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 Life Insurance Company of North America,
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 9th day of December, A.D., 2019.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, CQLSDRADO
ATTEST: dIttitido X;e,
Weld County Clerk to the Board
BY: —
Deputy Clerk to the Board
APPRAS T
rbara Kirkmeyer,Qhair
EXCUSED
Mike Freeman, Pro -Tern
Date of signature: 17-I ('(/l9
K. James
County -'Torney
Steve Moreno
Cc, HRCPR)
03/04420
2019-4947
PE0033
HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
This Hold Harmless and Indemnification Agreement ("Agreement"), is entered into by,
between, and among Life Insurance Company of North America, with principal offices at 1601
Chestnut Street, Philadelphia, PA 19192 (hereinafter "LINA");
Weld County Government
Client, Name •
1150 O St Greeley, CO, 80631
, with principal offices at
(hereinafter "Client"),
Client street address, city, state, zip
and UPMC Benefit Management Services, Inc. dbWorkPartners , with principal offices at
New Administrator
600 Grant St, 7th Floor, Pittsburgh PA 15219 (hereinafter "New Administrator").
New Administrator street address, city, state, zip
RECITALS
Whereas, effective 01/01/2020 , New Administrator will replace LINA as the
Date
administrative service provider for Client's leave of absence programs under the Family and
Medical Leave Act of 1993, state leave laws, or other company leaves ("Leave Programs");
Whereas, Client requests that LINA release and transfer to New Administrator certain personal
information relating to Client's employees that LINA has obtained or may obtain as a result of
administering Client's Leave Programs;
Whereas, Client and New Administrator understand and acknowledge that the Information may
be highly confidential and protected from disclosure by federal and/or state law.
Now, therefore , intending to be legally bound hereby, for good and sufficient consideration, the
parties agree as follows:
1. LINA will release and transfer standard outbound History and Takeover data files ("H/T
data files") to New Administrator for a fee of $2.000.00 as provided in the
Administrative Services Agreement between LINA and Client. The H/T data files
contain such records, files, and leave data as Client and New Administrator may
reasonably need for the administration of the Leave Programs. The H/T data files
include three sets of data files (one test set and two full production sets) in LINA's
standard file format/layout. Each set includes three data files: 1) leave information for
all leaves; 2) intermittent/reduced time files listing the dates and hours used for each
leave occurrence; and 3) the frequency and duration for approved intermittent/reduced
schedule leaves. Additionally, in the event LINA receives any information from Client's
employees that can reasonably be construed to relate to Client's Leave Programs
following the termination of LINA's services as the administrative service provider for
Client's Leave Programs, LINA will release and transfer such information to New
Administrator, unless it receives written direction otherwise from Client prior to such
receipt. The information that may be transferred pursuant to this paragraph is hereafter
referred to as "Transferable Information."
2. New Administrator shall (i) use Transferable Information only for the purpose of
fulfilling its contractual obligations with Client; (ii) disclose Transferable Information
only as may be necessary in connection with such contractual obligations and only
where permitted by applicable law; (iii) maintain the confidentiality of Transferable
Information in compliance with applicable law; and (iv) refrain from disclosing any
Transferable Information to any other party, except as set forth under this paragraph or
to the extent such disclosure is permitted or required by law.
915789 10/2018
2019-4947
3. New Administrator shall take all reasonable precautions to ensure that all Transferable
Information obtained from LINA is disclosed only to employees of New Administrator
who have a need to know such Transferable Information for a purpose and subject to the
limitations described in paragraph 2 above.
4. New Administrator shall not re -disclose the Information except as provided in
paragraph 2 or with the express written consent of LINA.
5. New Administrator shall ensure that the transmission, handling, storage, use and
eventual elimination of Transferable Information will preserve the confidentiality of the
Transferable Information and any privacy rights held by the Client's employees to who
the Transferable Information pertains.
6. Client agrees to defend, hold harmless, release and indemnify LINA, its subsidiaries,
affiliates, directors, officers. employees and agents against any and all claims, damages,
losses, lawsuits, settlements, judgments. cost penalties and expenses (including
reasonable attorneys' fees) arising from or related to the release of the Transferable
Information by LINA to New Administrator at the request of Client under this
Agreement.
7. New Administrator agrees to defend, hold harmless, release and indemnify LINA, its
subsidiaries. affiliates, directors, officers, employees and agents against any and all
claims. damages, losses, lawsuits, settlements, judgments, cost penalties and expenses
(including reasonable attorneys' fees) arising from or related to the failure of New
Administrator or its employees or agents to use the Transferable Information for the
purpose for which it was released. to comply with applicable privacy and other legal
requirements, or to maintain the confidentiality of any Information supplied pursuant to
this Agreement.
S. Client and New Administrator acknowledge and agree that the confidentiality of the
Transferable Information to be disclosed under this Agreement follows the individuals
to whom the Information pertains, and therefore, that the rights and obligations set forth
in this Agreement shall survive the expiration of any contractual relationships between
or among LINA. Client, and New Administrator.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives as of the day and year set forth above.
LIFE INSURANCE COMPANY OF NORTH AMERICA
Date: 12/16/2019 By: ('1ta.>2,- Lizea,et-
Curlew I)iuc
Date: DEC 0 9 2019
Date:
Cur RAH )the
12/09/2019
Current IMte
Title: Operations Sr. Manager
Client: Weld County Governrpent — Board of County Commissioners
By:
Tit Barbara Kirktheyer, Chair
New Adt'trator Name: UPMC Benefit Management Services, Inc. dbVA.
By:
Title.
resident
9Is.7s9. Iu/?urs
0Za/9- 491/7
Esther Gesick
From:
Sent:
To:
Subject:
Patti Russell
Sent from my iPhone
Begin forwarded message:
Patti Russell
Monday, December 2, 2019 5:19 PM
Esther Gesick
Fwd: NDA for FMLA history
From: Barbara Kirkmeyer <bkirkmeyer@weldgov.com>
Date: December 2, 2019 at 1:18:54 PM MST
To: Patti Russell <prussell@weldgov.com>, Mark Wallace <mwallace@weldgov.com>, Judy Griego
<griegoja@weldgov.com>, Jamie Ulrich <ulrichjj@weldgov.com>, Mike Wallace
<mrwallace@weldgov.com>
Cc: Commissioners <COMMISSIONERS@co.weld.co.us>, Don Warden <dwarden@weldgov.com>, Karla
Ford <kford@weldgov.com>
Subject: Re: NDA for FMLA history
I'm fine with it
But I would like the Board to meet our new vendor and have a discussion about the issues that continue
to come up from our Dept heads.
And I want Mark, Judy, Jamie and Mike there
Sent from my iPhone
On Dec 2, 2019, at 11:28 AM, Scott James <siames@weldgov.com> wrote:
Approve
** Sent from my iPhone **
Scott K. James
Weld County Commissioner, District 2
1150 O Street, P.O. Box 758, Greeley, Colorado 80632
970.336.7204 (Office)
970.381.7496 (Cell)
Confidentiality Notice: This electronic transmission and any attached documents
or other writings are intended only for the person or entity to which it is addressed and
may contain information that is privileged, confidential or otherwise protected
from disclosure. If you have received this communication in error, please
immediately notify sender by return e-mail and destroy the communication. Any
disclosure, copying, distribution or the taking of any action concerning the contents of
this communication or any attachments by anyone other than the named recipient is
strictly prohibited
1
On Dec 2, 2019, at 11:16 AM, Patti Russell <prussell@weldgov.com>
wrote:
Good morning,
The attached agreement is for our new FMLA vendor to
have access to the current vendors and Weld's FMLA
historical information. Bruce has approved this agreement.
Please let me know if you agree and we can put it on the
agenda for signature on Monday, December 9, 2019.
Thank you
Thanks,
Patti Russell
Patricia S. Russell, SHRM-SCP, SPHR
Director, Human Resources
Weld County Government
1150 "0" Street
Greeley, CO 80631
(970) 400-4230
prussell@weldpov.com
<image006.jpg>
Confidentiality Notice: This electronic transmission and any attached
documents or other writings are intended only for the person or entity
to which it is addressed and may contain information that is privileged,
confidential or otherwise protected from disclosure. If you have
received this communication in error, please immediately notify sender
by return e-mail and destroy the communication. Any disclosure,
copying, distribution or the taking of any action concerning the contents
of this communication or any attachments by anyone other than the
named recipient is strictly prohibited.
From: Michael Shirazi <michael.shirazi@shirazibenefits.com>
Sent: Thursday, November 14, 2019 8:12 AM
To: Staci Datteri-Frey <sfrey@weldgov.com>
Subject: NDA for FMLA history
2
ICaution: This email originated from outside of Weld County Government. Do not click links or open attachments unli
sender and know the content is safe.
Good morning Staci
Attached is the NDA with the signature from
WorkPartners (finally!) can you please sign for Weld
County then I will get to Cigna so that they can start
sending the history info for the FMLA takeover.
Thank you!
Michael Shirazi, Benefit Advisor
Michael.Shirazi@shirazibenefits.com
Tel: (970) 381-3039 I Fax: (970) 534-6064
Shirazi Benefits
3711 John F Kennedy Pkwy. Suite 220 I Fort Collins, CO 80525
8205 W. 20th St. I Greeley, CO 80634
www.ShiraziBenefits.com
<image001.jpg>
Shirazi Benefits is a Smart Partner of Benefit Advisors Network.
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<image005. png>
The information contained in this communication from the sender is confidential. It is
intended solely for use by the recipient and others authorized to receive it. If you are not
the recipient, you are hereby notified that any disclosure, copying, distribution or taking
action in relation of the contents of this information is strictly prohibited and may be
unlawful. Please note that Shirazi Benefits is not a law firm and, therefore, cannot provide
tax or legal advice. We rely on compliance guidance and support from our outside counsel
and share that with our clients; however, this general guidance cannot be relied upon as
tax or legal advice. Clients wishing to obtain tax or legal advice should consult directly
with counsel to establish an attorney -client privilege.
Registered Representative, Triad Advisors, LLC, Member
FINRA/SIPC. Shirazi Benefits is not affiliated with Triad
Advisors, LLC. Information provided by Shirazi
Benefits should not be considered tax or legal advice.
Should you require tax or legal information, please consult
your tax advisor or attorney.
<Life_I nsurance_Co_of_N_America_and_Weld_County_Hold_Harmless
_Agreement_20200101_PEC.pdf>
4
Esther Gesick
From:
Sent:
To:
Subject:
3 Commissioners on this one
Patti Russell
Sent from my iPhone
Begin forwarded message:
Patti Russell
Monday, December 2, 2019 5:19 PM
Esther Gesick
Fwd: NDA for FMLA history
From: Mike Freeman <mfreeman@weldgov.com>
Date: December 2, 2019 at 12:52:11 PM MST
To: Steve Moreno <smoreno@weldgov.com>
Cc: Scott James <sjames@weldgov.com>, Patti Russell <prussell@weldgov.com>, Commissioners
<COMMISSIONERS@co.weld.co.us>
Subject: Re: NDA for FMLA history
Approve
Sent from my iPhone
On Dec 2, 2019, at 11:30 AM, Steve Moreno <SMORENO@weldgov.com> wrote:
Approve
Sent from my iPhone
On Dec 2, 2019, at 11:28 AM, Scott James <siames@weldgov.com> wrote:
Approve
** Sent from my iPhone **
Scott K. James
Weld County Commissioner, District 2
1150 O Street, P.O. Box 758, Greeley, Colorado 80632
970.336.7204 (Office)
970.381.7496 (Cell)
Confidentiality Notice: This electronic transmission and any attached
documents or other writings are intended only for the person or entity
to which it is addressed and may contain information that is
privileged, confidential or otherwise protected from disclosure. If you
have received this communication in error, please immediately notify
sender by return e-mail and destroy the communication. Any disclosure,
copying, distribution or the taking of any action concerning the contents
1
Hello