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7553 - Amendment 1 Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: 6F6AB1C3-9662-4861-8C8B-2D6637EF3F9E 01/6/2026 Gallagher Bassett Third Party Administrator Gabby Leeper 7553 PSA – Amendment #1 Page 1 of 2 FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND GALLAGHER BASSETT SERVICES, INC. PSA 7553 THE STATE OF TEXAS § COUNTY OF DENTON § THIS FIRST AMENDMENT TO CONTRACT 7366 (“Amendment”) by and between the City of Denton, Texas (“City”) and Gallagher Bassett Services, Inc. (“Consultant”, “GB”); to that certain contract executed on January 5, 2021, in the original not-to-exceed amount of $770,000 (the “Agreement”); for services related third party administration to. WHEREAS, the City deems it necessary to amend the services provided by Consultant to the City pursuant to the terms of the Agreement, and to provide a contract expiration date of January 6, 2026; and FURTHERMORE, the City deems it necessary to amend the goods/services provided by Consultant to the City; NOW THEREFORE, the City and Consultant (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. The additional services described in Exhibit “A” of this Amendment, attached hereto and incorporated herein for all purposes, for third party administration services, are hereby authorized to be performed by Consultant. 2. This Amendment modifies the Agreement term to expire on January 6, 2026. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. IN WITNESS WHEREOF, the City and the Consultant, have each executed this Amendment electronically, by and through their respective duly authorized representatives and officers on this date _________________________. DocuSign Envelope ID: 6F6AB1C3-9662-4861-8C8B-2D6637EF3F9E 01/10/2022 7553 PSA – Amendment #1 Page 2 of 2 “CITY” CITY OF DENTON, TEXAS A Texas Municipal Corporation By: _________________________________ “CONSULTANT” GALLAGHER BASSETT SERVICES, INC. By: _________________________________ AUTHORIZED SIGNATURE, TITLE THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 6F6AB1C3-9662-4861-8C8B-2D6637EF3F9E Tiffany Thomson HR Director of Human Resources FEE PER CLAIM - LIFE OF PARTNERSHIP Est. ClaimFrequency Per ClaimFee ProjectedService Fee Workers' Compensation WC Medical Only 66 $165 $10,890 WC Indemnity (TX) 81 $1,025 $83,025 Incidents - Workers' Compensation 18 $50 $900 Total Workers' Compensation Fee Per Claim 165 $94,815 ADMINISTRATIVE SERVICES Quantity Rate Fee Administrative Services Administration / Data Management $8,150 RMIS Standard License (2 RMIS Users) $2,500 RMIS Additional Full-Access Users 0 $1,000 $0 RMIS Additional View-Only Users 0 $500 $0 Total Administrative Services $10,650 TOTAL USD $105,465 Administration/Data Management line item includes the annual $3,000 fee for monthly data feeds to the City's RMISvendor, Clear Risk. Price increases for Years 3 and 4 of the contract term would three (3)% over expiring. City of Denton, TX 01/06/2022 - 01/06/2023 Cost & Terms 52756.3 20220106143225 Page 1 Exhibit A DocuSign Envelope ID: 6F6AB1C3-9662-4861-8C8B-2D6637EF3F9E LIFE OF PARTNERSHIP ASSUMED CLAIMS - CLAIM HANDLING FEES SERVICE Est. ClaimFrequency Per ClaimFee ProjectedService Fee Workers' Compensation WC Indemnity (FL, NY, OH, TX) 7 Included Total 7 $0 TOTAL FEES FOR ASSUMED CLAIMS: $0 The per-claim fees quoted for handling Assumed claims is a one-time, Year 1 only cost. City of Denton, TX 01/06/2022 - 01/06/2023 Cost & Terms 52756.3 20220106143225 Page 2 DocuSign Envelope ID: 6F6AB1C3-9662-4861-8C8B-2D6637EF3F9E 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/PhysicalTherapy (PT) 28 % of Savings 28 % of Savings 28 % of Savings 28 % of Savings 28 % of Savings $30,000 per bill cap on fees Electronic Receipt of Medical Bills $2 additional Per Bill in all applicable states Telephonic Case Management $85 Medical Triage $325 per claim (each 30 days) Utilization Review Program $120 Inpatient Pre-Certification $105 Outpatient Pre-Certification UR Physician Review $270 per Review Medical Case Management and Vocational Rehabilitation - Hourly $105 per hour plus expenses $128 per hour plus expenses - AK, CA, HI, NY 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 •IIIinois 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 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 City of Denton, TX 01/06/2022 - 01/06/2023 Cost & Terms 52756.3 20220106143225 Page 3 DocuSign Envelope ID: 6F6AB1C3-9662-4861-8C8B-2D6637EF3F9E 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. City of Denton, TX 01/06/2022 - 01/06/2023 Cost & Terms 52756.3 20220106143225 Page 4 DocuSign Envelope ID: 6F6AB1C3-9662-4861-8C8B-2D6637EF3F9E 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 collectionsexpense based on recovery date Recoveries include subrogation, credits, lien waivers, filetransfer (based on lien to date at time of transfer), andcontribution 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 Taxes Taxes All applicable taxes will be added to the service fees whererequired City of Denton, TX 01/06/2022 - 01/06/2023 Cost & Terms 52756.3 20220106143225 Page 5 DocuSign Envelope ID: 6F6AB1C3-9662-4861-8C8B-2D6637EF3F9E 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 thenevery 12 months thereafter. 2. Billing and Payment Terms: Fees will be billed 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: •Client Services •Client Accessible Dashboards & Reports via GB’s RMIS & Analytics Platform •4 Claim Strategy Meeting(s) •1 Stewardship Meeting(s) •1 Partnership Meeting(s) •Detailed Status Reports All Lines of Business @ $50,000 •Settlement Consultation All Lines of Business @ $15,000 •Loss Fund /Banking Services (SIMMS) •Claim Reporting •Data Transfer to Carrier(s) •Data Transfer to Other •Acknowledgement Letter to Injured Employee WC •Acknowledgement Letter to Claimant Liab 5. Claim Charges: Claim and incident fees will be assessed on a per occurrence, per claimant, per line of coveragebasis. 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 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 presentingour proposal or in order to secure the awarding of any program to Gallagher Bassett Services, Inc. 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. City of Denton, TX 01/06/2022 - 01/06/2023 Cost & Terms 52756.3 20220106143225 Page 6 DocuSign Envelope ID: 6F6AB1C3-9662-4861-8C8B-2D6637EF3F9E 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 City of Denton, TX 01/06/2022 - 01/06/2023 Cost & Terms 52756.3 20220106143225 Page 7 DocuSign Envelope ID: 6F6AB1C3-9662-4861-8C8B-2D6637EF3F9E DEFINITIONS Incidents 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 consultation approvals were required•Payments on the Claim do not exceed $5,000 •Days open do not exceed 180 days Workers' Compensation - Indemnity Claims A work-related claim that is not a Medical Only Claim. City of Denton, TX 01/06/2022 - 01/06/2023 Cost & Terms 52756.3 20220106143225 Page 8 DocuSign Envelope ID: 6F6AB1C3-9662-4861-8C8B-2D6637EF3F9E ACKNOWLEDGEMENT OF COST & TERMS The undersigned parties acknowledge and agree that this Cost & Terms is effective for the service period stated above. Notices to Gallagher Bassett Services, Inc. should be directed to: Gallagher Bassett Services, Inc. 2850 Golf Road Rolling Meadows, Illinois 60008-4050 Attn: Legal Department Email: GB-Contracts@gbtpa.com ACCEPTED AND AGREED TO BY: ACCEPTED AND AGREED TO BY: GALLAGHER BASSETT SERVICES, INC. City of Denton, TX By: _____________________________ By: _____________________________ Print Name: ______________________ Print Name: ______________________ Title: ____________________________ Title: ____________________________ Date: ____________________________ Date: ____________________________ City of Denton, TX 01/06/2022 - 01/06/2023 Cost & Terms 52756.3 20220106143225 Page 9 DocuSign Envelope ID: 6F6AB1C3-9662-4861-8C8B-2D6637EF3F9E Mohsin Khambati Senior Counsel 1/10/2022 1/10/2022 Gabby Leeper Buyer Certificate Of Completion Envelope Id: 6F6AB1C3966248618C8B2D6637EF3F9E Status: Completed Subject: ***Purchasing Approval*** 7553 Gallagher Basset Amendment 1 Source Envelope: Document Pages: 12 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 0 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 1/7/2022 2:17:38 PM Holder: Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 1/7/2022 4:14:53 PM Viewed: 1/7/2022 4:15:02 PM Signed: 1/7/2022 4:20:22 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: 151.147.160.16 Sent: 1/7/2022 4:20:24 PM Resent: 1/10/2022 11:51:59 AM Viewed: 1/10/2022 11:54:06 AM Signed: 1/10/2022 11:56:21 AM Electronic Record and Signature Disclosure: Accepted: 1/10/2022 10:46:03 AM ID: d3f1ac14-c74d-4dc3-a836-619e60591626 Tiffany Thomson Tiffany.Thomson@cityofdenton.com Director of Human Resources Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.32.227.235 Sent: 1/10/2022 11:56:24 AM Viewed: 1/10/2022 12:01:21 PM Signed: 1/10/2022 12:01:36 PM Electronic Record and Signature Disclosure: Accepted: 1/10/2022 12:01:21 PM ID: e0160502-beee-41b8-b070-cce29f5a3492 Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 1/10/2022 12:01:39 PM Viewed: 1/10/2022 1:22:20 PM Signed: 1/10/2022 1:22:25 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp 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: 1/10/2022 1:22:27 PM Viewed: 1/10/2022 1:28:35 PM Signed: 1/10/2022 1:28:40 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 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 Deby Skawinski Deby.Skawinski@cityofdenton.com Deputy Director, Risk & Compliance Security Level: Email, Account Authentication (None) Sent: 1/10/2022 1:22:27 PM Electronic Record and Signature Disclosure: Accepted: 1/7/2022 9:34:43 AM ID: 06475c74-2861-40f9-b70e-6bc372ac5ecf Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/7/2022 4:14:53 PM Certified Delivered Security Checked 1/10/2022 1:28:35 PM Signing Complete Security Checked 1/10/2022 1:28:40 PM Completed Security Checked 1/10/2022 1:28:40 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. 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