7553 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
Not Applicable
7553
Gallagher Bassett Third Party Administrator
FILE
Gabby Leeper
January 5, 2021
January 5, 2026
20-2559
City of Denton, TX
GB Client #: 009522
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THIRD PARTY CLAIMS ADMINISTRATION AGREEMENT
This Third Party Claims Administration Agreement (this “Agreement”) is made and entered into as of
________________ (the “Effective Date”) between Gallagher Bassett Services, Inc., a Delaware
corporation (“GB”), and City of Denton, TX (“Client”). GB and Client shall hereinafter be referred to
individually as a “Party” and collectively as the “Parties.”
WHEREAS, GB is a third party claims administrator, and Client desires to retain GB to provide certain
claims administration services (the “Services,” as described below) on Client’s behalf.
NOW, THEREFORE, in consideration of the mutual promises contained herein, GB and Client hereby
agree as follows:
SECTION 1 SERVICES
1.1 General. GB, by and through one or more affiliates and vendors, shall provide Services for Client
relating to the administration of Client’s Claims in accordance with the terms and conditions set forth in this Agreement and in the service instructions (the “Service Instructions”) as agreed upon by the Parties in writing from time to time, which Service Instructions shall be incorporated into and deemed to be a part of this Agreement. As used herein, “Claim” means any report of injury or accident alleging or resulting
in injury, damage or loss that could give rise to a demand for the payment of money by Client, and which
is timely reported to GB hereunder. GB shall provide such Services as further described in the Cost &
Terms attached hereto as Exhibit A (“C&T”) and incorporated by reference herein. Each C&T shall be applicable for the period referenced therein. GB’s Services may include the following:
a. Upon guidance from Client and/or retained counsel, where applicable, review, investigate, adjust, settle and/or resist Claims (i) within the Settlement Authority, or (ii) if in excess of the
Settlement Authority, upon the acknowledgment of Client. “Settlement Authority” is the amount set forth in the Service Instructions, up to which GB is authorized to settle individual Claims.
b. Establish and update Claim reserves;
c. Maintain Claim files and records; provided that Client shall be obligated to store and preserve any physical evidence relevant to any Claim or potential Claim;
d. Assist Client in establishing a Claim loss fund account as more specifically described in Section 3 below for the funding of losses (including indemnity payments) and Allocated Expenses associated with a Claim (collectively, “Loss Payments”). “Allocated Expenses” means all expenses
incurred in connection with the investigation, negotiation, defense, settlement and disposition of a
Claim, examples of which are set forth in the C&T;
e. Notify only Client’s agents or insurers that are expressly listed in the Service Instructions
of Claims that meet the specific parameters expressly set forth in the Service Instructions;
f. Coordinate investigations on litigated Claims with attorneys retained on the Claim and with
representatives of Client’s insurer, as required;
g. Investigate and pursue subrogation claims on behalf of Client, where permitted;
h. Provide a risk management information system and standard reports as described in the
Service Instructions, as well as ad hoc information and reports, as requested by Client from time to time, subject to additional fees for non-standard reporting;
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GB Client #: 009522
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i. Provide risk control consulting and appraisals or other related Services, as set forth in the
C&T or otherwise agreed to by the Parties;
j. Report fraudulent or suspected fraudulent Claims to state authorities, as required by
applicable law, and as agreed upon by the Parties;
k. Perform Mandatory Insurer Reporting (“MIR”) directly or in coordination with Client’s
designated third party vendor, pursuant to Section 111 of the Medicare, Medicaid, and State
Children’s Health Insurance Program Extension Act of 2007 (P.L. 110-173) (“MMSEA”); and
l. Provide medical management services as set forth in the C&T.
1.2 Report of Claims. Client shall report all Claims to GB with sufficient time to allow GB to submit
first reports of injury to each applicable state, as required, and to comply with all applicable laws.
1.3 Sole Claims Administrator. During the term of this Agreement, (i) GB shall be Client’s sole
claims administrator with respect to Claims under the coverage types set forth in the C&T; (ii) all new
Claims arising under such program shall be transmitted to GB and (iii) Client will not, directly or indirectly,
self-administer any Claims that should be reported to GB pursuant to the terms of this Agreement.
1.4 Escheat. The Parties acknowledge that Client shall be responsible for any and all escheat and
unclaimed property reporting obligations; provided, however, that, upon request and for a mutually
agreed upon fee, GB shall provide Client with such information and reports as Client may reasonably request to perform escheat reporting with respect to Loss Payments made hereunder.
SECTION 2
PAYMENT AND COLLECTION MATTERS
2.1 Payment of Service Fees. Client shall pay, or cause its insurer to pay, any fees for Services,
taxes and other sums payable to GB as described herein and in the C&T (“Service Fees”) within thirty
(30) days of Client’s receipt of each invoice, regardless of any extraneous circumstances, including any
dispute between Client and its carrier.
2.2 Taxes. Client shall be responsible for and pay to GB any and all applicable taxes, duties and
assessments, as well as any penalties for non-payment of same, that are assessed in connection with
any Services rendered by GB hereunder (except for taxes on GB’s net income). Client is exempt from
federal excise taxes, state taxes, and city sales tax and will furnish a tax exemption certificate to GB upon
request.
2.3 Applicable Currency. All payment obligations hereunder shall be charged and payable in U.S.
Dollars, unless otherwise agreed in writing by the Parties.
2.4 Catastrophe Charges. GB will charge Client for any loss involving ten (10) or more Claims
resulting from a single event (i.e., hurricane, tornado, flood, earthquake, etc.) on a time and expense
basis, which shall be paid as an Allocated Expense against the Claim file. GB, upon notice to and
consent from the Client, may utilize outside resources to expedite Claim handling because of any such
catastrophic event.
2.5 Change in Circumstances. Upon sixty (60) days’ notice, GB may modify its Service Fees if GB
reasonably determines that (i) historical claims data that Client provided to GB was erroneous, obsolete
or insufficient; (ii) Client has a material change in the nature and/or volume of its Claims compared to
what was contemplated when GB initially quoted its Service Fees, which shall include instances where
Client unbundles services provided by GB’s sub-vendors; or (iii) legislative and/or regulatory
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GB Client #: 009522
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requirements impact or change the scope of GB’s Services or responsibilities, including any expenses
related thereto.
SECTION 3
LOSS FUND ACCOUNT – SELF-INSURED MONEY MANAGEMENT SYSTEM (SIMMS)
GB shall assist Client in establishing a loss fund account with Citibank (or other institution at GB’s
discretion), and Client shall fund, or cause its carrier to fund, such account. The initial imprest shall be
an amount representing approximately two and one-half (2 ½) times Client’s current average Loss
Payment history based upon Client’s (i) estimated Claim volume and (ii) funding frequency. GB reserves
the right, in its sole discretion and upon prior notice to Client, to modify the imprest balance required
under this Agreement. In the event that GB exercises its right to modify the imprest balance, Client shall
fund such amount within five (5) business days of GB’s request. GB reserves the right at any time to
request Client to prefund any large Loss Payments, which Client shall fund within three (3) business days
of GB’s request. Client shall maintain the required imprest balance during the term of this Agreement.
SECTION 4
PAYMENT & FUNDING FAILURE; REMEDIES
Client is solely responsible for all payment obligations under this Agreement. GB is not obligated to
advance funds to pay Loss Payments or any other obligation of Client.
4.1 If Client fails to timely pay any Service Fees due hereunder, GB may, in addition to any other
rights and remedies afforded under this Agreement or applicable law, assess interest charges on the
amount that is due and outstanding at a rate equal to the lesser of (i) 1.5% per month or (ii) the maximum
rate permitted by law.
4.2 If Client, after notice from GB or Citibank, fails to timely and adequately fund and replenish its loss
fund account or pay its outstanding, undisputed, past-due Service Fees within five (5) business days of
receiving payment demand by GB or Citibank, GB may, at its election, (i) suspend banking or shutdown
the loss fund account and suspend the provision of Services; and (ii) report the delinquent account and
claim handling status to: (a) Client’s insurance carrier and/or broker, if any; (b) applicable government
and regulatory agencies; (c) any affected claimant(s); and (d) any other relevant parties.
4.3 If Client fails to fund its loss fund account or pay any outstanding Service Fees within five (5)
business days following the notice described in Section 4.2 above, GB may (i) convert Client’s program
to daily issuance via Fed Wire upon forty-eight (48) hours’ notice to Client; (ii) report the Claim handling
status to appropriate government and regulatory agencies, as applicable; and/or, (iii) terminate this
Agreement and cease providing Services without further liability to Client.
4.4 To the extent allowed by the laws of the State of Texas, Client shall indemnify and hold GB
harmless and be solely responsible for any and all damages, fines, penalties, bank charges, interest,
fees and expenses resulting from Client’s failure to timely meet its payment obligations and maintain the
loss fund imprest balance, and Client shall pay, or cause its carrier to pay, such amounts promptly upon
demand by GB. Additionally, Client shall pay all fees, costs and expenses incurred by GB in enforcing
the payment obligations hereunder, including reasonable attorneys’ fees and court costs.
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GB Client #: 009522
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SECTION 5
COMPLIANCE WITH LAWS; MEDICARE REPORTING
5.1 Compliance with Laws and Licensing. GB and Client will comply with all applicable laws. GB
will maintain all permits, licenses and regulatory approvals necessary to provide the Services described
herein.
5.2 Mandatory Insurer Reporting. Client acknowledges and agrees that Client or its insurance
carrier has an obligation to perform MIR. To the extent that GB provides MIR on Client’s behalf, Client
agrees to properly register (or, as appropriate, to cause its insurance carrier to properly register) with the
Centers for Medicare and Medicaid Services as the Responsible Reporting Entity (“RRE”) under MMSEA
and to provide to GB all relevant information, including the RRE “Identification Number(s)” assigned to
Client, and properly designate a MIR reporting agent acceptable to GB. GB shall not provide MIR in
states where GB is only providing Claims oversight. Client agrees that for each and every Claim reported
to GB, Client shall provide the following information as soon as possible, but in no event later than
required to comply with applicable law to avoid fines and penalties: claimant’s first and last name, social
security number, date of birth and gender. Failure to timely provide such information shall absolve GB
from any responsibility for performing MIR with respect to any such Claim until GB receives all required
information. GB may disclose this and other information to its designated third parties for processing
Client’s MIR and performing other obligations hereunder.
5.3 Medicare Secondary Payer Act Compliance. In order to comply with Client’s reporting
obligations under Medicare, and avoid interest, fees, and penalties associated with failure to properly
account for (i) conditional payments under the Medicare Secondary Payer Act (“MSP”) or (ii) future
medical expenses under the MSP (collectively, “MSP Liabilities”), Client must ensure that the following
activities are timely performed: (i) reporting, (ii) investigation and payment of conditional payment
obligations and (iii) provision of Medicare set-asides or other future medical allocations services, as
appropriate. GB hereby disclaims any and all MSP Liabilities relating to Client’s and/or its
representatives’ or agents’ failure to comply with any MSP obligations, where (A) Client does not utilize
GB or its vendors to administer Client’s MSP compliance or (B) Client’s or its representative’s or agent’s
acts and/or omissions result in MSP Liabilities.
SECTION 6
CONFIDENTIALITY
6.1 Defined. As used herein, “Confidential Information” means information furnished by either Party
or its agents and representatives (“Discloser”) to the other Party or its agents and representatives
(“Recipient”), whenever furnished and regardless of the manner or media in which such information is
furnished, which Recipient knows or reasonably should know to be confidential or of a proprietary nature.
Confidential Information shall include confidential and proprietary information relating to the business,
claimants, customers, products and affairs of Discloser, including without limitation, any and all designs,
processes, pricing, methods, technical data, marketing information, trade secrets and financial
information, as well as the terms of this Agreement. Confidential Information shall not include information
concerning Discloser that (a) is or becomes generally available to the public or within the industry to
which such information relates other than as a result of a breach of this Agreement by Recipient, (b) at
the time of disclosure to Recipient by Discloser was already known by Recipient as evidenced by its
written records, (c) becomes available to Recipient on a non-confidential basis from a source that is
entitled to disclose it on a non-confidential basis, (d) was or is independently developed by or for Recipient
without reference to the Confidential Information, or (e) is comprised of anonymized/de-identified
information of Client that is utilized in connection with data analytics or other business purposes.
6.2 Prohibition on Disclosure. Recipient agrees that it will not disclose any Confidential Information
disclosed by Discloser to any third party without Discloser’s prior written consent. Notwithstanding the
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GB Client #: 009522
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foregoing, Recipient shall be permitted to disclose Confidential Information to its or the Discloser’s
affiliates, agents or vendors that have a need to know the Confidential Information in connection with the
Services to be provided under this Agreement.
6.3 Other Disclosures. Nothing in this Agreement shall be deemed to prevent Recipient from
disclosing any Confidential Information of Discloser when requested or required to do so by a subpoena,
civil investigative demand, Texas Public Information Act – Tex. Gov’t Code Chapter 552, other legal
process or by the authority of any state or federal administrative agency or governmental body.
SECTION 7
RISK MANAGEMENT INFORMATION SYSTEM; RECORDS
7.1 Risk Management Information System Access. GB hereby grants to Client a non-exclusive,
non-transferable, revocable license to access GB’s risk management information system (Risx-Facs®,
LuminosTM, or any other system licensed by GB, to the extent specified in the C&T), solely for the purpose
of evaluating and monitoring the status of Claims. Such access is limited to Client-approved
representatives, and shall be contingent upon and subject to Client taking reasonable measures to
ensure each such representative’s compliance with Section 6 above. Unless otherwise agreed in writing,
this license shall terminate automatically and without the need for notice upon the termination of this
Agreement for any reason.
7.2 Document Retention. Claim files are the property of Client, or Client’s insurer, as applicable.
GB will retain (i) physical Claim files in storage or (ii) electronic files on GB’s systems following closure
of a particular Claim in accordance with GB’s then-current document retention policy and in compliance
with applicable law. Thereafter, unless Client or Client’s insurer requests, in writing, a turnover of its
Claim files, GB may, in its sole discretion and upon advance notice to Client, destroy and purge any such
Claim files in its possession; provided, however, GB may retain one copy for legal, regulatory and archival
purposes. Client will be solely responsible for arranging for return or transfer of its files at Client’s cost,
and after payment of all outstanding amounts due to GB, no later than thirty (30) days after date of notice.
The policies and procedures of the applicable financial institutions shall govern the storage of copies of
checks. Except as required by applicable law, GB shall have no obligation to retain Claim files in the
event that such Claim files or related Claim handling obligations are transferred to another administrator.
7.3 Run-In Claims. To the extent GB assumes a Claim incurred prior to the Effective Date or
previously administered by another party, including Claims self-handled by Client (each, a “Run-In
Claim”), Client must adhere to Run-In Claim processes reasonably acceptable to GB to ensure proper
Claim transfer, including supplying certain required information in a format acceptable to GB no less than
sixty (60) days prior to GB’s assumption of such Run-In Claims. GB shall not be responsible for updating,
maintaining or storing Run-In Claim file information (paper or electronic) that is more than ten (10) years
old. Client is responsible for tracking and storing all Run-In Claim file information in any form related to
minors or those who have been judicially ruled incompetent. All files for Run-In Claims assumed by GB
will be kept “as is,” without any obligation to reorganize such files. GB shall have up to six (6) months
from the date of commencing services on a Run-In Claim to review and coordinate its administration of
such Run-In Claims. To the extent allowed by the laws of the State of Texas, Client shall indemnify and
hold GB harmless from any damages arising (i) during such 6-month transition period; (ii) as a result of
GB’s reliance on faulty or incomplete Run-In Claim files or related information; and/or (iii) in whole or in
part due to acts or omissions of any party that handled such Run-In Claims prior to GB.
SECTION 8
INDEMNIFICATION; LIMITATIONS OF LIABILITY
8.1 Indemnification of Client. GB AGREES TO DEFEND, INDEMNIFY AND HOLD CLIENT AND
ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
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HARMLESS FROM ANY AND ALL THIRD PARTY CLAIMS, DEMANDS, CAUSES OR THREATS OF
ACTION, LOSSES, LIABILITIES, DAMAGES AND ALL RELATED COSTS AND EXPENSES,
INCLUDING REASONABLE LEGAL FEES (COLLECTIVELY, “INDEMNIFIED LOSSES”) TO THE
EXTENT ARISING FROM (I) THE BREACH OF ANY REPRESENTATION, WARRANTY OR
COVENANT MADE BY GB HEREUNDER, AND (II) GB’S GROSSLY NEGLIGENT ACTS OR
OMISSIONS OR INTENTIONAL MISCONDUCT; PROVIDED, HOWEVER, THAT GB’S
INDEMNIFICATION OBLIGATION SHALL BE REDUCED TO THE EXTENT THAT SUCH
INDEMNIFIED LOSSES ARISE FROM THE ACTS OR OMISSIONS OF CLIENT OR ANY THIRD-
PARTY RETAINED BY CLIENT.
8.2 Indemnification of GB. To the extent allowed by the laws of the State of Texas, Client agrees
to defend, indemnify and hold GB and its affiliates and their respective directors, officers, employees and
agents harmless from any and all Indemnified Losses to the extent arising from (i) the breach of any
representation, warranty or covenant made by Client hereunder; (ii) Client’s grossly negligent acts or
omissions or intentional misconduct; (iii) GB’s acts or omissions that result from any act, omission,
instruction or direction of Client or its attorneys, agents, representatives or assignees; (iv) any
employment decisions made by Client; and (v) any acts or omissions by Client’s attorneys, agents,
representatives or assignees; provided, however, that Client’s indemnification obligation shall be reduced
to the extent that such Indemnified Losses arise from the acts or omissions of GB.
8.3 Liability Limitation. Notwithstanding anything contained in this Agreement to the contrary, (i)
neither Party will be liable for any indirect, special, incidental or consequential damages, whether based in contract, tort or any other legal theory, even if advised of the possibility of such loss or damage; and,
(ii) the maximum liability of either Party with respect to any losses, claims, damages, liabilities, judgments,
costs and expenses (whether in tort, contract, statute or otherwise, collectively, “Damages”) relating to
or arising out of this Agreement shall not exceed (a) $250,000 with respect to all Damages relating to a
single Claim; or (b) $1,000,000 with respect to all Damages under this Agreement in the aggregate;
provided, however, this section shall not be deemed to limit or impact Client’s payment or funding
obligations under this Agreement. The Parties expressly agree that no provision of this Agreement is in
any way intended to constitute a waiver by Client of any immunities from suit or from liability that the
Client may have by operation of law.
8.4 Additional Limitations. GB shall not be liable to Client as a result of (i) Damages that result
from the absence of any consent or authority required to be obtained by or from any third party; (ii) failure
to achieve a desired result, so long as GB has acted reasonably and in good faith based upon the
information available at the time; (iii) acts, errors or omissions of any retained legal counsel; and (iv) any
vendors or any third parties engaged, selected, chosen or recommended by Client.
8.5 Contractual Limitations Period. No claim or cause of action, regardless of form (tort, contract,
statutory, or otherwise), arising out of, relating to or in any way connected with this Agreement or any
services provided hereunder may be brought by either Party any later than the first to occur of (a) two (2)
years after the accrual of such claim or cause of action, or (b) one (1) year after such Party becomes
aware of the alleged act, error, or omission upon which such claim or cause of action is based.
8.6 Extension. The limitations in this Section 8 shall apply to any claim or cause of action asserted
by or on behalf of any person or entity claiming to be an assignee, beneficiary of or successor to such
Party.
SECTION 9
TERM AND TERMINATION
9.1 Term. This Agreement will remain in effect until terminated by either Party in accordance with
the terms of Section 9.2 below or elsewhere in this Agreement.
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GB Client #: 009522
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9.2 Termination.
a. Termination for Convenience. Either Party may terminate this Agreement for
convenience, at any time and for any reason or no reason, upon not less than sixty (60) days’ prior
written notice to the other Party.
b. Termination for Breach. Other than termination for payment obligations set forth in
Section 4, this Agreement may be terminated by the non-breaching Party if the other Party breaches
any material representation, warranty or obligation contained in this Agreement, and such other Party
fails to remedy such breach within thirty (30) days from the date it receives written notice of the breach
from the non-breaching Party.
c. Insolvency. Either Party may terminate this Agreement effective immediately (1) if the
other Party is adjudged insolvent or bankrupt; (2) upon the institution of any proceeding against the
other Party seeking relief, reorganization or arrangement under any laws relating to insolvency; (3)
for the making of any assignment for the benefit of creditors; upon the appointment of a receiver,
liquidator or trustee of any substantial part of the other Party’s property or assets; or (4) upon
liquidation, dissolution or winding up of the other Party’s business (collectively, “Insolvency”). In the
event of Client’s Insolvency, Client agrees that (i) immediately upon the filing of a bankruptcy petition,
Client shall pay in advance any invoice for Service Fees and shall continue to fund any Loss Payments and meet any other payment obligations as required under this Agreement; (ii) no later
than thirty (30) days after the filing of a bankruptcy petition, Client shall assume or reject this
Agreement; and, (iii) immediately upon the filing of a bankruptcy petition, GB shall be entitled to relief
from the automatic stay to exercise any right of set off or recoupment, and to enforce Client’s payment
of Service Fees and other funding obligations, including without limitation those obligations with
respect to the imprest and Loss Payments.
9.3 Actions following termination.
a. With respect to “Life of Partnership” programs (as described in the C&T, where
applicable), in the event of termination or nonrenewal of this Agreement, GB shall, upon mutual
written agreement of the Parties, continue to manage all (i) Claims that have not been closed as of
the effective date of termination and (ii) Claims incurred during the term but not reported prior to the
termination date (collectively, “Run-Off Claims”), provided that Client pays GB a mutually agreeable
Service Fee per Claim per year open to continue handling Run-Off Claims. Should no agreement be
reached regarding Service Fees for open Run-Off Claims, they will be returned to Client or transferred
to another vendor as designated by Client.
b. With respect to “Handle to Conclusion” programs (as described in the C&T, where
applicable), in the event of termination or nonrenewal of this Agreement, GB will continue to manage
all Run-Off Claims (subject to payment of an initial Service Fee for any Claims accepted by GB that
were incurred during the term but not reported prior to the effective date of termination), except in the
event of a termination of this Agreement resulting from Client’s uncured breach (which shall relieve
GB of any obligation to continue to administer Run-Off Claims), Client elects, in its sole discretion, for
GB to discontinue management of Run-Off Claims, or the Parties’ agreement to the contrary.
c. Client remains responsible for timely funding and payment of all payment obligations with
respect to Run-Off Claims. Run-Off Claims Services, if any, will be provided at a servicing branch
selected by GB, and a reduced electronic reporting package will be provided to Client at Client’s
expense. Client will remain responsible for banking, risk management information system, and
administration fees while GB handles all Run-Off Claims. Should Client renew only a portion of the
existing program under this Agreement (fewer states, locations, coverages, etc.), all open Claims not
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City of Denton, TX
GB Client #: 009522
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part of the renewed portions of the program shall be considered Run-Off Claims and Client shall pay
GB as described above.
d. Should Client elect to have Claim files returned and otherwise discontinue the Services,
Client agrees to pay all outstanding Service Fees and continue to fund its payment obligations until
all Claims are closed within the risk management information system and all Claim files have been
returned to Client and Client has made alternate banking arrangements. GB will return all files to
Client in an orderly manner, at Client’s cost and after payment of all outstanding obligations due to
GB. GB will provide an electronic, tape or paper copy of the Claim information in the risk management
information system at GB’s standard rate as of the date of termination. Upon delivery of this
information to Client, Claim information may be deleted from GB’s systems, subject to applicable law.
In the event Client does not agree to assume control of such files, GB hereby disclaims liability for
failure to retain such files.
SECTION 10
MISCELLANEOUS
10.1 Notices. All notices, requests and other communications concerning termination or
indemnification (“Formal Notice”) under this Agreement shall be in writing and delivered: (i) personally;
(ii) by certified mail, return receipt requested; or (iii) by nationally recognized express courier service. Notices will be deemed given as of the earlier of (i) the date of actual receipt when notice is given by
personal delivery, (ii) three (3) days after mailing in the case of certified U.S. mail or (iii) the next business
day when notice is sent via express courier. Any Formal Notice shall be addressed as follows:
If to GB:
Legal Department
If to Client: Risk Management
City of Denton
601 E. Hickory St.
Denton, Texas 76201
Gallagher Bassett Services, Inc.
2850 Golf Road
Rolling Meadows, Illinois 60008 ,
10.2 Successors & Assignment. This Agreement shall apply to and bind the successors and assigns
of the Parties hereto, including, in the event of an Insolvency, debtors-in-possession and any appointed
trustee or administrator. This Agreement shall not be assignable by either Party, except with the prior
written consent of the other Party; provided, however, that GB may assign the Agreement to an affiliate
or in the event of a merger or sale of all or substantially all of its assets.
10.3 Business Arrangements. As part of our comprehensive and integrated claims administration
services model, GB may partner with select vendors and service providers who GB believes are similarly
best in class. Through our partners, GB provides a full range of medical management and ancillary
claims management services, which may be procured on a wholesale or negotiated basis. GB may
receive revenue from these arrangements corresponding to the services provided by GB for procurement
of discounted rates, program integration and management, and technological and service
enhancements.
10.4 Solicitation of Employees. To the extent allowed by the law of the State of Texas, Client agrees
that, during the term of this Agreement (and any renewals thereof) and for two (2) years after the later to
occur of (i) the effective date of termination of this Agreement or (ii) GB ceasing to perform Services for
Client, Client shall not, directly or indirectly, without the written consent of GB, solicit to hire or hire on
behalf of itself or others, any employee of GB who, during the term of this Agreement, performed or
contributed to the performance of the Services. Client further acknowledges that the damages suffered
by GB as a result of a breach of this obligation would not be susceptible to easy calculation. Accordingly,
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in the event of a breach of the foregoing prohibition, Client agrees to pay GB an amount equal to one
hundred fifty percent (150%) of such employee’s annualized salary amount at GB as of the date of such
breach.
10.5 Jury Trial Waiver. The Parties hereby waive their respective rights to a trial by jury in any action
or proceeding based upon, or related to, this Agreement and/or any Services provided hereunder. The
Parties are making this waiver knowingly, intentionally and voluntarily.
10.6 Independent Contractor. GB is engaged to perform Services as an independent contractor of
Client and not as an employee or agent of Client.
10.7 Governing Law. This Agreement and any disputes or litigation relating to or arising out of this
Agreement shall be governed by the laws of the State of Texas without regard to its conflict of law rules.
Client irrevocably agrees to exclusive venue and submits to jurisdiction of the state courts in Denton
County, Texas, for any dispute arising out of this Agreement, and waives all objections to jurisdiction and
venue of such courts.
10.8 Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform any
of its obligations under this Agreement as a result of flood, earthquake, storm, other act of God, fire,
derailment, accident, labor dispute, explosion, war, act of terrorism, sabotage, insurrection, riot, embargo,
court injunction or order, act of government or governmental agency or other similar cause beyond its
reasonable control.
10.9 Counterparts. This Agreement may be executed in multiple counterparts (including by scanned
image or electronic signature), each of which shall be considered one and the same agreement, and
shall become effective when signed by each of the Parties hereto and delivered to the other Party.
10.10 Warranties. Except as expressly set forth in this Agreement, GB makes no other warranties of
any kind with respect to the Services, including, without limitation, warranties that may be implied from a
course of performance, dealing or trade usage.
10.11 Severability. If a court of competent jurisdiction determines that any provision of this Agreement
is void or unenforceable, that provision will be severed from this Agreement, and the court will replace it
with a valid and enforceable provision that most closely approximates the intent of the Parties, and the
remainder of this Agreement will otherwise remain in full force and effect.
10.12 Non-Waiver. The Parties agree that any delay or forbearance by GB or Client in exercising any
right or remedy under this Agreement or otherwise afforded by applicable law shall not be a waiver of or
preclude the exercise of any such right or remedy. Only waivers expressly made in writing by an
authorized GB or Client representative shall be effective against such Party.
10.13 Survival. Upon the expiration or termination of this Agreement, those provisions that expressly
or would by their nature survive this Agreement will so survive, including but not limited to, Sections 6, 8
and 10.
10.14 Entire Agreement. This Agreement and the exhibits attached hereto constitute the entire
agreement between the Parties with respect to the subject matter hereof, and supersede all prior
negotiations, agreements and understandings. No change, waiver or discharge hereof shall be valid
unless in writing and executed by the Party against whom such change, waiver or discharge is sought to
be enforced. This Agreement may only be amended by a written agreement executed by both GB and
Client. The Parties agree that if there is any conflict between the terms of any applicable agreement
between GB and Client’s insurer relative to the underlying program and the terms of this Agreement, the
terms of the insurer’s contract with GB shall prevail.
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
City of Denton, TX
GB Client #: 009522
Page 10 of 12
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
City of Denton, TX
GB Client #: 009522
Page 11 of 12
The parties hereto have caused this Agreement to be duly executed as of the Effective Date.
GALLAGHER BASSETT SERVICES, INC. CITY OF DENTON, TX
By: \signhere2\ By: \signhere1\
Title:\title2\Title:\title1\
Name: \signername2\ Name: \signername1\
Date:\signdate2\ Date: \signdate1\
November 24, 2020
Liz Staruck
General Counsel
\\\\\\\\\\\\\\\sisiisisisisisisisisisisisssgngngngngngngngngngngngnggngngngnggnhehhhhhhhhhhhhhhre2\
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
City Manager
1/6/2021
Todd Hileman
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _______________________________
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
Tiffany Thomson
Human Resources
Director of Human Resources
City of Denton, TX
GB Client #: 009522
Page 12 of 12
EXHIBIT A
COST & TERMS
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
City of Denton, TX
01/06/2021 - 01/06/2022
Page 1 Cost & Terms 39849.4 20201208145248
FEE PER CLAIM - LIFE OF PARTNERSHIP Est. Claim
Frequency
Per Claim
Fee
Projected
Service Fee
Workers' Compensation
WC Medical Only 74 $160 $11,840
WC Indemnity (TX) 41 $995 $40,795
Incidents - Workers' Compensation 2 $49 $98
Total Workers' Compensation Fee Per Claim 117 $52,733
ADMINISTRATIVE SERVICES Quantity Rate Fee
Administrative Services
Administration / Data Management $5,000
RMIS Standard License (2 RMIS Users) $2,500
RMIS Additional Full-Access Users 1 $1,000 $1,000
Total Administrative Services $8,500
TOTAL USD $61,233
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
Page 2 Cost & Terms 39849.4 20201208145248
City of Denton, TX
01/06/2021 - 01/06/2022
LIFE OF PARTNERSHIP ASSUMED CLAIMS - CLAIM HANDLING FEES
SERVICE Est. Claim
Frequency
Per Claim
Fee
Projected
Service Fee
Workers' Compensation
WC Medical Only 16 $75 $1,200
WC Indemnity (FL, NY, OH, TX) 32 $675 $21,600
Total 48 $22,800
Data Conversion / Integration Fees #of Sources Rate Total
Assumed Claim Data Transfer (Data conversion where GB assumes the claim handling and loads historic data)
One Time Conversions
• Claims - Assumed 1 $15,000 $15,000
• Notes - Assumed 1 Included
• Financial Detail - Assumed 1 Included
Total Assumed Claim Data Transfer $15,000
TOTAL FEES FOR ASSUMED CLAIMS: $37,800
The per-claim fees quoted for handling Assumed claims is a one-time, Year 1 only cost.
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
City of Denton, TX
01/06/2021 - 01/06/2022
Page 3 Cost & Terms 39849.4 20201208145248
GBCARE MEDICAL MANAGEMENT SERVICES
SERVICES CHARGES
Fee Schedule
(Bill Review / UCR )
$9.50 Per Bill
All Other Savings
• System Savings
• Clinical Validation/Nurse Review (CV)
• Preferred Provider Networks (PPO)
• Out Of Network (OON)
• Specialty Networks/Physical Therapy
(PT)
28 % of Savings
28 % of Savings
28 % of Savings
28 % of Savings
28 % of Savings
Electronic Receipt of Medical Bills $2 additional Per Bill in all applicable states
Telephonic Case Management
$75 Medical Triage
$290 per Indemnity claim (each 30 days)
$130 per Medical Only claim (one time)
Hospital Certification Program $120 Inpatient Pre-Certification
Utilization Review Program $105 Outpatient Pre-Certification
UR Physician Review $270 per Review
Medical Case Management and
Vocational Rehabilitation - Hourly
$98 per hour plus expenses
$112 per hour plus expenses - NY
$125 per hour plus expenses - AK, CA, HI
Priority Care 365
$90 per call
Texas HCN Service Option
Option #3- Percent of savings: 9.5% of total savings to include bill review, network access & Nurse triage.
Other State Service Options:
• California MPN Service Options
• Illinois PPP Service Option
• New York PPO Service Option
• West Virginia MHCP Service Option
For claims handled in the designated states
(otherwise, Not Applicable)
No additional fees beyond the normal Cost & Terms
No additional fees beyond the normal Cost & Terms
No additional fees beyond the normal Cost & Terms
Medical Cost Projection (MCP) and
Clinical Recommendations
$125 per Hour
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
City of Denton, TX
01/06/2021 - 01/06/2022
Page 4 Cost & Terms 39849.4 20201208145248
SERVICES CHARGES
Pharmacy Benefit Management (PBM) Cost of prescriptions -- no charge for Bill Review or PPO
reductions for PBM transactions
Durable Medical Equipment (DME)
Program
Cost of medical equipment – no charge for Bill Review or
PPO reductions for Prospective DME transactions
Dental Review Program Charged on a per review basis
Client and GB agree as follows: If a vendor other than the GBCARE Medical Management Services preferred
vendor is utilized, an administrative fee may apply in exchange for bona fide administrative services. The
administrative services may include, but not be limited to overhead costs for the oversight and management of
medical management vendors which includes the development and oversight of quality standards, development
and maintenance of EDI interfaces and reports, and ensuring proper mandatory state compliance and reporting.
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
City of Denton, TX
01/06/2021 - 01/06/2022
Page 5 Cost & Terms 39849.4 20201208145248
OTHER SERVICES
SERVICES CHARGES
RMIS Additional Users (RMIS Standard License
includes a set number of Full Access Users outlined
under Administrative Services, and unlimited use of
GB standard scheduled training classes)
RMIS View-only User, $500 annually per user
RMIS Full Access User, $1,000 annually per user
Loss control $140 per hour
OSHA Reporting $6,000, OSHA platform to produce compliant
OSHA 301 Report, 300 and 300a Logs, and
electronic data file. Oversight and accuracy of all
OSHA data is responsibility of the employer prior
to posting or submitting any OSHA log.
Subrogation and Recovery 20% of net recovery amount less legal and
collections expense based on recovery date
Recoveries include subrogation, credits, lien
waivers, file transfer (based on lien to date at time
of transfer), and contribution or coverage handled
in a separate action.
Applies to all coverage types
Gallagher Bassett Investigative Services (GBIS)
Special Fraud Investigations - SIU, Outside Field
Investigations, Surveillance Investigations, Targeted
Field Investigations
Prevailing hourly rate plus expenses
Targeted Database Searches, Self Service Database
Searches
Prevailing rate per report
Gallagher Bassett Litigation Management Program (GBLMP)
Invoice and Matter Management platform for
adjusters/counsel
If utilized, 2% of net legal invoice (invoice net of
disbursements and invoice review savings).
Charged as discount off total payment remitted to
counsel and will be reflected as an allocated
expense on the claim file.
5 client licenses for Legal Analytics platform
Attorney-led legal bill review
Gallagher Bassett Compliance Services (GBCS)
Medicare Set-Aside Services:
Allocation, CMS Submission, Medicare Eligibility
Inquiry (MEI), SSDI Verification, Medical Cost
Projection (MCP)
Prevailing rate per each service
Rush fees apply for MSA completed within 5
business days
MSA Revision fees apply
Medicare Secondary Payer Services:
BCRC Notification, Conditional Payment Research
(CPR), Conditional Payment Negotiations (CPN),
Conditional Payment Notice Evaluation, Conditional
Payment Dispute, Securing Final Demand for
Settlement (SFD), Release / Settlement Agreement
Review, Lien Research and Resolution (Advantage
Plan, Medicaid, Part D)
Prevailing rate per each service
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
City of Denton, TX
01/06/2021 - 01/06/2022
Page 6 Cost & Terms 39849.4 20201208145248
SERVICES CHARGES
Taxes
Taxes All applicable taxes will be added to the service fees
where required
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
City of Denton, TX
01/06/2021 - 01/06/2022
Page 7 Cost & Terms 39849.4 20201208145248
PROGRAM SPECIFIC TERMS AND CONDITIONS
1. Claim Count Reconciliation:
• Actual - Claims will be reconciled and billed monthly for the first 18 months and then at the 24th month and
then every 12 months thereafter. 2. Billing and Payment Terms:Fees will be billed monthly during the service period. 3. Claim Pricing Terms:
Life of Partnership:
Claims will be handled for the life of the partnership with no additional per claim fees. If the client decides
to non-renew all or a portion of the program, all open files will be handled in one of the following
two ways:
- GB will return the files to the client (contingent upon Carrier approval) at the client's expense.
- GB will continue to handle the open files at our prevailing annual rate per year open.
Assumed Claims: Life of Partnership:
Claims will be handled for the life of the partnership with no additional per claim fees. If the client decides
to non-renew all or a portion of the program, all open files will be handled in one of the following
two ways:
- GB will return the files to the client (contingent upon Carrier approval) at the client's expense. - GB will continue to handle the open files at our prevailing annual rate per year open. Additional Charges:
There will be additional charges for ongoing Data Management (RISX-FACS®), RMIS users, Administration, Banking fees and monthly reports for as long as GB handles claims.
4. Account Administration includes the following: • Account Management
• Detailed Status Reports All Lines of Business @ $50,000
• Settlement Authority All Lines of Business @ $5,000
• 4 Standard Meeting(s) Included
• 1 Stewardship Meetings
• 4 Claim Review(s) - In Person Included
• Claim Reporting
• Loss Fund Account Mgmt/Banking Services (SIMMS)
• Standard Analytics Reports
• Acknowledgement Letter to Injured Employee WC
• Acknowledgement Letter to Claimant Liab
• Data Transfer to Carrier(s)
• Assumed Claim Data Transfer
- Claims - Assumed
- Financial Detail - Assumed
- Notes - Assumed
5. Claim Charges: Claim and incident fees will be assessed on a per occurrence, per claimant, per line of coverage basis.
6. This material is the proprietary, confidential property of Gallagher Bassett Services, Inc. It has been provided to you for the sole purpose of considering a quote for claims administration services. It is not to be duplicated or shared in any form with anyone other than the individuals of such prospective client that have a business need to know the information. It must be destroyed or returned to Gallagher Bassett Services, Inc. after its intended use.
7. Gallagher Bassett Services, Inc. will not pay a fee, commission, or rebate to any party for the privilege of presenting our proposal or in order to secure the awarding of any program to Gallagher Bassett Services, Inc.
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
City of Denton, TX
01/06/2021 - 01/06/2022
Page 8 Cost & Terms 39849.4 20201208145248
PROGRAM SPECIFIC TERMS AND CONDITIONS
8. Pricing is based on using GBCARE Medical Management Services preferred vendors for Bill Review, PPO, out-of-
network, utilization review, telephonic case management, MSA and field case management.
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
Page 9 Cost & Terms 39849.4 20201208145248
City of Denton, TX
01/06/2021 - 01/06/2022
GENERAL CONTRACT TERMS AND CONDITIONS
1. Independent Adjusters - If applicable, following any significant loss as a result of a single event (i.e., hurricane, tornado, flood, earthquake, etc.), GB reserves the right to retain outside resources (adjusters) when appropriate and those fees will be paid as an Allocated Expense off the file.
2. The pricing quoted in this Cost & Terms is based upon the data and information provided by Client, as well as
existing legislative and regulatory requirements. Material inaccuracies or changes to the foregoing may require adjustments to the quoted pricing.
3. Taxes - All applicable taxes will be added to the service fees where required.
4. Allocated Expenses: Shall be your responsibility as applicable and shall include, but not be limited to:
• Legal Fees
• Legal Bill Review
• Medical Examination • Professional Photographs
• Travel made at client's request
• Costs for witness statements
• Court reporter service, translation, and interpretation
• Record retrieval and copying services (Including medical and legal)
• Accident reconstruction
• Experts' rehabilitation costs
• Chemist
• Fees for service of process
• Collection cost payable to third parties on subrogation
• Architects, contractors
• Engineer
• Any other similar cost, fee or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a claim or loss which must have the explicit prior approval of the client
• Police, fire, coroner, weather, or other such reports
• Property damage appraisals
• Vehicle appraisals (vehicle damage assessment)
• SIU, surveillance and sub rosa investigation
• Official documents and transcripts
• Pre- and post-judgment interest paid
• Outside Field Investigations
• Subrogation at 20% of net recovery
• Index Bureau Reporting (All Coverages)
• Second Injury Fund Recovery
• Data Intelligence Self-Service Reports
• Medical Management - Medical Management services may include, but are not limited to:
- Preferred provider organization networks
- Utilization review services
- Automated state fee scheduling
- Light duty/return-to-work programs
- Medical case management and Vocational rehabilitation network
- Prospective injury management services
- Hospital bill audit services
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
Page 10 Cost & Terms 39849.4 20201208145248
Incidents
City of Denton, TX
01/06/2021 - 01/06/2022
DEFINITIONS
An incident is a loss reported electronically through ClaimLine and/or the Web, or set up manually at the
branch. GB will review the Incident and make a courtesy call (if necessary) to determine if it is a claim or
Incident. GB will have full discretion in the determination and handling of these Incidents and/or their
conversion into claim status.
Workers' Compensation - Medical Only Claims
A work-related Claim that meets the following criteria:
• Payments for either indemnity or vocational rehabilitation were not required • The Claim has not become contested or in suit • Investigation to determine compensability or subrogation requirements was not required
• No loss notices, captioned reports, client meetings (other than routine meetings where the claim is
listed and noted) or settlement authority approvals were required
• Payments on the Claim do not exceed $5000
• Days open do not exceed 180 days
Workers' Compensation - Indemnity Claims
A work-related claim that is not a Medical Only Claim.
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
Exhibit
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: C6652CC9-14D5-4F35-B06D-51CCF5D8F2AA
Gallagher Bassett Services, Inc
CIQ
None
X
Based on information at the time of this Questionnaire, none.
X
X
12/11/2020
X
Certificate Of Completion
Envelope Id: C6652CC914D54F35B06D51CCF5D8F2AA Status: Completed
Subject: Please DocuSign: City Council Contract 7553 Gallagher Bassett Third Party Administrator
Source Envelope:
Document Pages: 25 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 1 Gabby Leeper
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Gabby.Leeper@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
12/11/2020 11:22:02 AM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Gabby Leeper
gabby.leeper@cityofdenton.com
Administrative Assistant III
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 12/11/2020 12:14:35 PM
Viewed: 12/11/2020 12:18:41 PM
Signed: 12/11/2020 12:33:11 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 12/11/2020 12:33:13 PM
Viewed: 12/11/2020 1:10:28 PM
Signed: 12/11/2020 1:11:00 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 12/11/2020 1:11:02 PM
Viewed: 12/11/2020 1:52:01 PM
Signed: 12/11/2020 5:18:32 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mohsin Khambati
Mohsin_Khambati@gbtpa.com
Senior Counsel
SpringCM OBO Gallagher Bassett Services Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 151.147.160.18
Sent: 12/11/2020 5:18:35 PM
Viewed: 12/11/2020 5:48:49 PM
Signed: 12/11/2020 5:51:45 PM
Electronic Record and Signature Disclosure:
Accepted: 12/11/2020 5:48:49 PM
ID: ac8bb6c8-f682-461f-946f-c5312f130c09
Signer Events Signature Timestamp
Tiffany Thomson
Tiffany.Thomson@cityofdenton.com
Director of Human Resources
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 97.94.197.59
Sent: 12/11/2020 5:51:47 PM
Viewed: 12/12/2020 2:57:23 PM
Signed: 12/12/2020 2:57:47 PM
Electronic Record and Signature Disclosure:
Accepted: 12/12/2020 2:57:23 PM
ID: 6cfd5410-f42b-4bdb-930e-0dc4dddc99b9
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 12/12/2020 2:57:53 PM
Viewed: 1/6/2021 8:21:44 AM
Signed: 1/6/2021 8:22:02 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
Todd.Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.184.93.41
Sent: 1/6/2021 8:22:04 AM
Viewed: 1/6/2021 10:33:22 AM
Signed: 1/6/2021 10:33:26 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 1/6/2021 10:33:28 AM
Viewed: 1/6/2021 1:06:02 PM
Signed: 1/6/2021 1:06:32 PM
Electronic Record and Signature Disclosure:
Accepted: 1/6/2021 1:06:02 PM
ID: 1e41d7eb-6ab3-46c0-841e-a7ff931a3f69
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/11/2020 12:33:12 PM
Viewed: 12/11/2020 12:42:55 PM
Electronic Record and Signature Disclosure:
Carbon Copy Events Status Timestamp
Not Offered via DocuSign
Allen Butler
Allen_Butler@gbtpa.com
Security Level: Email, Account Authentication
(None)
Sent: 12/11/2020 5:18:35 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/12/2020 2:57:50 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/12/2020 2:57:51 PM
Viewed: 12/14/2020 8:03:45 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Zolaina Parker
Zolaina.Parker@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 1/6/2021 1:06:35 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Deby Skawinski
Deby.Skawinski@cityofdenton.com
Deputy Director, Risk & Compliance
Security Level: Email, Account Authentication
(None)
Sent: 1/6/2021 1:06:35 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/11/2020 12:14:35 PM
Certified Delivered Security Checked 1/6/2021 1:06:02 PM
Signing Complete Security Checked 1/6/2021 1:06:32 PM
Completed Security Checked 1/6/2021 1:06:35 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
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disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Mohsin Khambati, Tiffany Thomson, Todd Hileman, Rosa Rios
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.