8974 - Contract Executed
DocuSign Transmittal Coversheet
File Name
Purchasing Contact
Docusign Envelope ID: DDCA6A59-C571-4672-AE16-724F84511DCF
Expiration Date
Christina Dormady
December 31, 2029
8974 Cobra Benefits
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ADMINISTRATIVE SERVICES APPLICATION
CITY OF DENTON (Employer") hereby requests the administrative services indicated below from WEX Health, Inc.,
LLC (“WEX”). If not signed below prior to the Effective Date, Employer's consent to the terms and conditions set forth in the
attached agreements will be presumed and deemed to have been obtained upon submission of Employer data through the WEX
portal, the WEX design guide or any other WEX authorized format.
N/A Arrears Bill
X COBRA
N/A Direct Bill
N/A Education Assistance Program
N/A Health Savings Account
N/A Premium Conversion Plan
N/A Reimbursement Account
N/A Non-Discrimination Testing Subscription
N/A HIPAA Business Associate (acknowledged by the Employer as the sponsor on behalf of and as a
representative of the group health plan or plans)
SIGNATURE
The services shall be subject to the corresponding terms and conditions set forth in the attached agreements, accepted and
entered into as of 01/01/2026 ('Effective Date").
Employer Authorized Signature WEX Authorized Signature
Name Name
THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial operational obligations and business terms.
Employer Authorized Signature
Printed Name
Title
Department
Docusign Envelope ID: DDCA6A59-C571-4672-AE16-724F84511DCF
Nick Lakoduk
HR Director
Human Resources
Megan Gilbreath
Christina Dormady
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Fee Schedule
Effective Date 01/01/2026 or later if services start different months
COBRA - Monthly
$0.47
Frequency
Bill To
Fees are guaranteed until 01/01/2029 ("Rate Expiration Date").
Printing and postage are included for standard material and mailings.
Additional charges/fees will apply for non-standard mailings and/or expedited requests.
Additional fees may apply for non-discrimination testing services.
WebEx meetings are included at no additional fee.
Enrollment meetings (optional) are $350 per day plus travel expenses.
If Employer/Customer has contracted with a third party whereby the third party pays WEX's fees on Employer's behalf, WEX's fees
will be invoiced to that third party and are due within thirty (30) days after the date the invoice is received. If the third party fails to
pay WEX, Employer remains responsible to pay WEX's fees. Fee rates may be based on a third-party discount. If WEX's fees are no
longer to be paid by the third party on Employer's behalf, guarantees could be voided and the fee schedule revised.
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COBRA ADMINISTRATIVE SERVICES AGREEMENT RECITALS
The City of Denton ("Employer") has established one or more health plans that include medical, dental, vision, an
employee assistance plan, a health flexible spending arrangement, and/or health reimbursement arrangement benefits
(such plans, individually and collectively as the context may require, are herein referred to as the "Plan") for its
employees.
Employer desires to retain WEX Health, Inc. ("WEX") as an independent contractor to administer certain elements of its
obligations under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the related regulation
and interpretations by the Department of Labor and the Internal Revenue Service ("COBRA") and WEX desires to assist
Employer in the administration of such COBRA obligations.
WEX and Employer agree that WEX shall assist in the administration of Employer's COBRA obligations based on the terms
and conditions set forth in this COBRA Administrative Services Agreement (this "Agreement"), including, without
limitation that:
• Employer is the administrator of the Plan.
• WEX is an independent contractor in relation to Employer and to the Plan and is hereby authorized and
may act as an agent and/or designee on behalf of Employer.
• Employer remains responsible for maintaining the Plan, including the establishment of eligibility and the
payment of the benefits owed or established under the Plan to its participants.
• WEX is to provide the agreed upon services without assuming any liability for the performance of any
services beyond those set forth below.
WEX and Employer may be collectively referred to as the parties, or individually a party.
The above-stated recitals are accurate, true, and correct and are incorporated herein and made a part hereof by this
reference.
Now, therefore, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the
parties agree as follows.
ARTICLE 1 WEX ADMINISTRATIVE SERVICES
1.1 Except for those obligations that are Employer's responsibility under this Agreement, WEX shall assume
responsibility for the proper administration, application, and interpretation of COBRA rules and regulations for
the Plan for COBRA administration under WEX's control.
1.2 WEX services under this Agreement are limited to the benefit plans selected for services by Employer via the
WEX portal or design guide.
1.3 WEX shall have no responsibility or duty with respect to any plan where complete information about that plan
is not provided.
1.4 WEX's responsibilities and duties with respect to the Plan are limited to those expressly provided in this
Agreement.
1.5 WEX shall consult with Employer regarding the interpretation and application of regulations concerning COBRA
administration as they apply to the Plan.
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1.6 Upon timely receipt of the required information from Employer and within the applicable time frame required
by COBRA or upon the effective date of coverage, whichever is later, WEX shall send, via "Accountable Mail"
WEX's standard initial rights notification letter (also known as the general rights notice or the initial notice) to
newly Covered employees and spouses informing them of their rights under COBRA.
"Accountable Mail" means mail that provides documented proof that the letter or notice was mailed and the
date of such mailing to the recipient at the recipient's last known address and meets COBRA regulation
requirements but does not mean that delivery is tracked.
"Covered" means participating in any plan offered by Employer that is subject to COBRA and selected for
services under this Agreement.
If information is not timely received from Employer, WEX shall send the notice described in this Section 1.6 as soon as administratively practicable after receiving the information. Consequently, however, such notice may
not be provided within the time frame required by COBRA. If complete information is not provided, such
notice also may be incomplete.
1.7 Upon commencement of the services provided herein, if requested by Employer, WEX will mail its standard
initial rights notification letter to all Covered employees and spouses. In order for WEX to complete this mailing,
Employer must provide the information requested by WEX in a timely manner.
1.8 Upon timely receipt of complete information from Employer, WEX shall send via Accountable Mail within the
applicable time frame required by COBRA, WEX's standard qualifying event eligibility and election notice to all
qualified beneficiaries who have a qualifying event. If complete information is not timely received from
Employer, WEX shall send the notice described in the preceding sentence as soon as administratively
practicable after receiving complete information, however, such notice may not be provided within the
applicable time frame required by COBRA.
The terms "qualifying event" and "qualified beneficiary" shall have the meanings given to them under COBRA.
1.9 Except to the extent prohibited by state or local law, COBRA continuation coverage premiums will include an
additional 2% for administrative costs. In addition to the monthly administrative fee per Covered employee
under this Agreement, WEX will retain the 2% additional premium allowed by COBRA for administrative costs
charged to qualified beneficiaries electing or participating in COBRA continuation coverage ("COBRA
Continuants").
1.10 WEX shall mail WEX's portal login notice and standard payment coupons to COBRA Continuants after COBRA
continuation coverage is elected and the first COBRA premium payment has been received.
1.11 WEX shall provide COBRA Continuants the option to make their COBRA premium payments by check or via
automatic recurring automated clearing house electronic funds-transfer system ("ACH") at no additional
charge.
1.12 WEX shall provide COBRA Continuants the option to make their COBRA premium payments online with a credit
card or by a single-occurrence ACH request. To the extent permitted by law and the applicable credit card
operating rules and regulations, an additional online convenience processing fee charged by the online third-
party vendor and payable by the third-party beneficiaries (or Employer, if Employer so elects) will apply to
these payment methods. The convenience processing fee is collected by WEX and remitted to the third-party
vendor.
1.13 WEX shall deposit COBRA premium payments in a custodial account for the benefit of Employer in the manner
described in Article 3.
1.14 WEX shall collect, track, process, and remit to Employer (or remit to the third party designated by Employer
to act in the place of Employer for the purpose of remittance) the COBRA premium payments paid by COBRA
Continuants, Employer or a third party.
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1.15 A remit to carrier option (“Remit to Carrier") is available at the option of Employer. In order for WEX to
implement this option, Employer must submit a completed WEX COBRA ACH direct payments form to WEX. In
addition, each applicable carrier must submit a completed WEX COBRA carrier remittance form to WEX. WEX
will reserve the right to discontinue Remit to Carrier if the separate billing statement that includes only COBRA
Continuants is not received from the carrier. Section 2.8 addresses Employer responsibilities for this option.
1.16 WEX shall coordinate with Employer and its insurers and third-party administrators (collectively "Carrier" or
"Carriers") to answer questions pertaining to COBRA continuation coverage eligibility and COBRA premium
payment status.
1.17 Using WEX's standard forms and letters, WEX shall communicate with COBRA Continuants concerning change
of address, premium rate and benefit changes, COBRA continuation coverage eligibility status, Medicare
eligibility, advance-termination notice for the individual conversion, individual conversion and private insurance
options, and verification of termination.
1.18 WEX shall provide Employer real-time, online access to information related to the status of qualified
beneficiaries and COBRA Continuants.
1.19 WEX shall provide this information required in the event of an IRS or other third-party audit:
• The written compliance procedures used by WEX in the administration of COBRA.
• Samples of WEX forms and notices.
• WEX records that pertain to a qualified beneficiary's actual qualifying event or election or COBRA
Continuant's continuation of coverage.
• A description of how WEX administers COBRA coverage.
1.20 WEX shall provide Employer with the web portal login information so that Employer may notify WEX when an
employee, spouse or dependent is initially added to coverage under the Plan and when an employee, spouse
or dependent has experienced a qualifying event and is eligible for COBRA continuation coverage under the
Plan.
1.21 WEX shall provide Employer with the file format required by WEX so that Employer may upload employee
demographic, benefit, and qualifying event information using the employer web portal.
1.22 WEX shall provide a customer service line toll-free number for use during WEX normal business hours to answer
questions and address issues concerning COBRA regulation, COBRA compliance, and COBRA premium
payments.
Monday through Friday Central Time Zone
Employers 7:00 a.m. to 7:00 p.m.
Qualified Beneficiaries 6:00 a.m. to 9:00 p.m.
In compliance with applicable federal and state law, WEX may monitor and/or record calls that are made to
and from the customer service line for quality assurance and training purposes and/or to ensure that WEX's
services fully comply with the terms of this Agreement.
1.23 WEX shall notify a COBRA Continuant if COBRA coverage terminates earlier than the end of the maximum
period of coverage applicable to the qualifying event that entitled the individual to COBRA continuation
coverage. The notice will be provided as soon as administratively practicable after WEX determines that the
COBRA continuation coverage will be terminated early.
1.24 WEX shall extend the maximum COBRA continuation coverage period in cases of disability and second
qualifying events as allowed under COBRA.
1.25 WEX shall provide its standard system generated open enrollment/premium rate change letter during open
enrollment. If requested by Employer, WEX will provide qualified beneficiaries with a link to additional plan
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and benefit description materials provided by Employer through the web portal for qualified beneficiary and
COBRA Continuant viewing and printing.
1.26 Plan Records and Data
(a) Written and electronic records containing personal information are securely destroyed or deleted
consistent with business needs or legal retention requirements.
(b) Per business records needs and associated retention and secure destruction periods, WEX shall retain
a copy of all information (as information is defined in Section 2.22(c), excluding emails or similar
electronic communications destroyed in the ordinary course of business pursuant to WEX policy) for
at least eight (8) years from the date the record is created at WEX, including, without limitation, a
record of all assets and transactions involving the Custodial Account (defined in Article 3).
(c) Following the termination of this Agreement, WEX shall cooperate with Employer or Employer's
subsequent service provider to effect an orderly transition of services provided under this Agreement
and, within a reasonable time, will release to Employer a copy of data, records, and files in WEX's
standard format.
(d) Upon termination of this Agreement, WEX shall be entitled to retain a copy of all information, including
any data, records, and files released by WEX pursuant to this Section 1.26 and will be entitled to
continue to use and disclose such information for claims, audits, and legal and contractual compliance
purposes to the extent permitted by law and any duly executed business associate agreement
between the parties.
1.27 Information Security Program
WEX represents and warrants that it has implemented and maintains a written and comprehensive information
security program, and complies with all applicable domestic law and regulation, including without limitation,
any privacy and data security law and regulatory requirements under applicable state law.
1.28 Subcontracting
WEX may delegate or subcontract any portion of WEX services to a third party. For those WEX services that
are delegated or subcontracted, WEX shall remain fully responsible to Employer for compliance with all
applicable provisions of this Agreement or of any executed or applicable business associate agreement
between the parties. No portion of WEX administrative services shall be delegated or subcontracted to any
third party located outside the United States.
1.29 Audit Rights
Employer may audit or inspect any transactions, procedures, records, and participant files relating to Covered
employees or COBRA Continuants, at WEX's offices and at a time reasonably acceptable to WEX, upon providing
ten (10) business days' advance written notice to WEX and at Employer's expense. Unless otherwise required
by legal and/or regulatory compliance, audits must be completed within six (6) months following the date the
audit begins.
1.30 Confidentiality of Information
WEX shall keep confidential all information that it obtains concerning the Plan. Other than in the due course
of business, such information shall not be disclosed to a third party without prior approval of Employer or as
otherwise provided in Article 4.
Employer may request that WEX share Plan information and other data with a vendor of the Plan or Employer.
WEX shall consider all reasonable requests, however, prior to releasing or sharing any Plan information or other
data, Employer represents that it will enter into a business associate agreement and/or confidentiality and
data sharing agreement with the vendor and make a copy of such agreement available to WEX upon request.
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For confidential or protected information transmitted by a vendor of the Plan to WEX, Employer must enter
into a business associate agreement and/or confidentiality and data sharing agreement with the vendor and
make a copy of such agreement available to WEX.
1.31 Benchmarks
WEX may, in its discretion, prepare and deliver to Employer benchmarks or other metrics showing the
experience of Employer and its participants with the services provided herein as compared to other employers.
WEX will develop any such benchmarks or metrics through the use of data that has been aggregated and de-
identified consistent with any executed or applicable business associate agreement between the parties.
Limited Warranty
WEX represents and warrants to Employer that the WEX services shall be performed in a professional
manner consistent with generally accepted industry standards and applicable law.
1.33 Disclaimer
WEX does not insure or underwrite Employer's liability to provide benefits under the Plan. WEX shall not be
liable or obligated to use its funds for payment of benefits under the Plan, including, without limitation, where
such payment of benefits is sought as damages in an action against Employer, WEX or the Plan. Employer
shall promptly reimburse WEX for any benefit payments made using WEX funds.
1.34 Non-Discrimination Testing and Additional Product and Service Solutions
Employer may subscribe to WEX's non-discrimination testing and request additional products and services
solutions from WEX.
ARTICLE 2 EMPLOYER RESPONSIBILITIES
2.1 Employer shall provide accurate Covered employee counts to WEX on a monthly basis or as requested by WEX.
Employer shall have thirty (30) days from the receipt of the invoice to correct a Covered employee count for
credit or refund. Employer represents and warrants the accuracy of any information Employer provides to
WEX regarding Covered employee counts.
2.2 Employer shall provide complete demographic and benefit information to WEX for its current COBRA
Continuants on or by the date agreed upon during the implementation process.
2.3 Employer shall enter or upload an electronic file via the employer web portal containing complete demographic
and benefit election information within seven (7) days of employees, their spouses, and/or dependents
obtaining coverage under the Plan.
2.4 Employer shall notify WEX within seven (7) days of any initial qualifying event or the date coverage is lost due
to the qualifying event once Employer is notified with respect to an employee, spouse or dependent.
2.5 Employer shall notify WEX within seven (7) days of a second qualifying event should Employer be notified of
a second qualifying event that occurs with respect to an employee, spouse or dependent.
2.6 The foregoing seven (7) day notice timelines address all potential notice requirements. However,
notwithstanding the foregoing, no matter when received, WEX will process the notice.
2.7 Unless directed otherwise by WEX, Employer shall provide notice of a qualifying event by entering the required
qualifying event information directly into the employer web portal or by uploading an electronic file via the
employer web portal. Employer is solely responsible for determining whether an employee, spouse or
dependent has experienced an initial qualifying event under the Plan and the date of the qualifying event.
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2.8 For Remit to Carrier, Employer shall be solely responsible for its Carrier to send a separate billing statement
to WEX that includes only COBRA Continuants.
2.9 For Remit to Carrier, Employer shall submit a completed WEX COBRA ACH Direct Payments form to WEX. Failure
to submit a completed WEX COBRA ACH Direct Payments form will result in WEX remitting COBRA premium
payments to Employer. Employer is at all times responsible to pay to WEX its portion of the premium, where
applicable, prior to WEX remitting premiums to the Carrier.
2.10 Employer (or the third party designated by Employer to act in the place of Employer for the purpose of
remittance) shall be responsible for reconciling Carrier billings with the online reports provided by WEX through
the employer web portal. The parties acknowledge that carriers often restrict the ability to retroactively
terminate COBRA coverage (even in cases of non-payment of premiums by the COBRA Continuant). WEX shall
not be liable for paying any loss or damage (including premiums) to Employer with respect to any retroactive
termination of COBRA coverage, provided that WEX has performed in accordance with this Agreement. WEX
reserves the right to decline to implement any retroactive changes in premium rates requested by Employer,
retroactive beyond thirty (30) days.
2.11 Employer shall be responsible for selecting a determination period and establishing and advising WEX of the
applicable premium rates to be charged for COBRA continuation coverage. Employer must notify WEX in
writing at least forty-five (45) days in advance of the applicable billing date of: (a) any changes in premium
rates affecting COBRA coverage under the Plan; and (b) any changes in premium rates during an open
enrollment period, so that WEX has time to process the changes prior to the effective date.
2.12 WEX acknowledges that carriers may not always provide information about premium rate changes in a timely
manner. If Employer is unable to notify WEX in writing at least forty-five (45) days in advance of the applicable
billing date of any changes in premium rates, WEX will make commercially reasonable efforts to process the
changes prior to the effective date.
2.13 Employer shall be solely responsible for any differences in premium payments when notification of a premium
rate change is not provided to WEX at least forty-five (45) days in advance, causing payments made by COBRA
Continuants to be incorrect for the new determination period.
2.14 Employer shall advise WEX of any material changes in the benefits and options provided by the Plan.
2.15 Employer shall be responsible for its compliance with the Patient Protection and Affordable Care Act of 2010
CPPACA"), the Employee Retirement Income Security Act of 1974 CERISA"), the Health Insurance Portability
and Accountability Act of 1996 CHIPAA"), the Internal Revenue Code (the "Code"), and other applicable law
and regulation.
2.16 To the extent authorized by the laws of the state of Texas, Employer agrees to hold WEX harmless from and
against all liability, damages, costs, losses, and expenses (including reasonable attorney fees) and expressly
releases all claims against WEX in connection with any claim or cause of action arising out of any activity or
occurrence prior to the commencement of services under this Agreement that results from the failure or
alleged failure of Employer, its officers and employees, and any other entity related to or performing services
on behalf of Employer (other than WEX) to comply with the PPACA, COBRA, ERISA, HIPAA, the Code or any
other applicable law or regulation. The Parties expressly agree that no provision of the Agreement is in any
way intended to constitute a waiver by Employer (the City of Denton) of any immunities from suit or from
liability that Employer may have by operation of law. Employer shall review and be responsible for the payment
of all claims under the Plan and ERISA, including, without limitation, claims and appeals for benefits and claims
and appeals for eligibility determinations under the Plan. WEX is not responsible to receive or review claims
for benefits under the Plan and shall not be liable for the payment of any claims for benefits in connection
with the Plan, including, without limitation, where sought as damages in an action against Employer or the
Plan or for any activity or occurrences prior to the Effective Date of this Agreement, provided that such activity
or occurrence did not result from the services performed by WEX in accordance with this Agreement.
2.17 Employer shall maintain and provide written internal compliance procedures used for notifying WEX of a newly
covered employee, spouse or dependent, a qualifying event, a report of terminations for each tax year, or
when there are premium rate and benefit changes in the event of an IRS or any third-party audit.
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2.18 Employer shall provide for the release of information necessary for COBRA compliance and administration
under this Agreement.
2.19 Employer shall provide plan and benefit descriptions (e.g., Summary of Benefits and Coverage (SBC),
Summary Plan Description (SPD), and benefit plan booklets, etc.) to qualified beneficiaries during open
enrollment. WEX's standard process is to provide a link to these additional materials through the qualified
beneficiary web portal for viewing and printing. If requested by Employer, WEX may include these additional
materials with its standard open enrollment/rate change letter as long as Employer provides WEX with an
electronic PDF image of the additional open enrollment materials. A handling fee of $1.50 per page (duplex)
will apply for these additional materials. WEX will allow up to twenty-five (25) duplexed pages, including
the standard open enrollment/rate change letter.
2.20 Employer acknowledges and agrees that WEX shall:
(a) Have no duty with respect to the funding of premiums by Employer or qualified beneficiaries who
elect COBRA;
(b) Not be liable for paying any premiums of a qualified beneficiary to a carrier or Employer to the extent
that WEX did not receive the corresponding payment from the qualified beneficiary, Employer or third
party;
(c) Not be liable for any failure of Employer to remit to a carrier any funds Employer receives from WEX;
(d) Not be liable for any failure of Employer to reconcile its Carrier billings to online reports provided by
WEX through the employer web portal;
(e) Not be liable for any retroactive premium rate changes requested by Employer;
(f) Not be liable for any failure of Employer to modify its Carrier billings and notify Carriers of a COBRA
Continuant's termination from COBRA coverage when WEX remits premiums paid by COBRA
Continuants to Employer;
(g) Not be responsible for failure of delivery of any notice mailed by WEX using the qualified beneficiary
information provided to WEX by Employer, which failure is due to the use of said information; and
(h) Not be responsible for any loss or damage suffered by any participant, COBRA Continuant, Employer
or Plan, should WEX fail to give a required notice or a complete notice because WEX did not receive
notice of an event for which a notice was required, WEX did not receive complete information, or
WEX received incorrect information.
2.21 Employer Information and Instructions
(a) WEX shall be fully protected in relying upon representations and communications made by or on
behalf of Employer in effecting its obligations under this Agreement to the extent allowed by
applicable law.
(b) WEX is entitled to rely on the most current information in its possession when providing services
under this Agreement.
(c) WEX shall provide the services in accordance with this Agreement based on information that is
provided to WEX by Employer, Covered employee or qualified beneficiary. For this purpose,
"information" means all data, records and other information supplied to WEX, obtained by WEX or
produced by WEX (based on data, records or other information supplied to, or obtained by, WEX) in
connection with performing the services pursuant to this Agreement, regardless of the form of the
information or the manner in which the information is provided to WEX.
(d) In engaging WEX to perform the services under this Agreement, Employer has authorized and
instructed WEX in this Agreement to implement WEX's standard administrative forms and procedures.
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(e) To the extent allowed by applicable law, WEX is not responsible for any acts or omissions it makes in
reliance upon the direction or consent of Employer, Covered employee or a qualified beneficiary or
inaccurate, misleading or incomplete information from Employer or any third party.
(f) If Employer instructs WEX with a specific written request (in a format acceptable to WEX) to provide
services in a manner other than in accordance with WEX's standard forms and procedures, WEX may
(but need not) comply with such an instruction. This would include, but is not limited to, any
Employer instruction to add a vendor link to the consumer portal. To the extent that WEX complies
with such an instruction and as allowed by applicable law, Employer and not WEX shall be solely
responsible for WEX's action so taken, and Employer agrees to hold WEX harmless from and against
all liability, damages, costs, losses and expenses (including reasonable attorney fees) and expressly
releases all claims against WEX in connection with any claim or cause of action, which results from or
in connection with WEX complying with Employer's specific written instruction to provide services in
a manner other than in accordance with WEX's standard procedures.
(g) Employer is responsible for the integrity of data in the files. Therefore, complete and accurate
information from Employer is required in order for WEX to perform the services set forth herein.
(h) Most employers do not use the full social security number as the employee number in the employer
identifier template field of WEX's templates (“Employee ID field"). WEX does not mask the Employee
ID field as that number is used in written communications. Therefore, WEX discourages the use of
the full social security number in the Employee ID field. However, in spite of this, should Employer
decide to use the full social security number in the Employee ID field, Employer agrees to be solely
responsible for and expressly releases WEX against all claims in connection with said use.
2.22 Employer's Electronic Account
For access to the services provided by WEX via an online account or other electronic means (“Employer's
Electronic Account"), Employer is solely responsible for:
(a) Designating who is authorized to have access to Employer's Electronic Account;
(b) Safeguarding all of Employer's passwords, usernames, logins or other security features used to
access Employer's Electronic Account (“Electronic Account Access");
(c) Employer's use of Employer's Electronic Account under any usernames, logins or passwords;
(d) Ensuring that use of Employer's Electronic Account complies fully with the provisions of this
Agreement; and
(e) Any unauthorized access of Employer's Electronic Account due to Employer's actions or inactions,
including, without limitation, Employer's failure to safeguard Employer's Electronic Account or
Electronic Account Access.
(f) The maintenance and routine review of its computing and electronic system usage records (i.e., log
files) and the security of its own data, data storage, computing devices, other electronic systems,
and network connectivity.
2.23 Plan Tax Obligations
The Plan and/or Employer on behalf of the Plan is responsible for any state or federal tax, fee, assessment,
surcharge and/or penalty imposed, assessed or levied against or with respect to the Plan and/or WEX relating
to the Plan or the services provided by WEX pursuant to this Agreement, including those imposed pursuant to
PPACA. This includes the funding, remittance, and determination of the amount due for PPACA required taxes
and fees. In the event that WEX is required to pay or elects to pay any such tax, fee, assessment, surcharge
and/or penalty on behalf of Employer, WEX shall report the payment to Employer along with documentation
of the payment and Employer shall promptly reimburse WEX for the full amount or for Employer's proportionate
share of such amount, as determined by WEX, except as provided in Section 7.3. This reimbursement would
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be in addition to the fees described in Section 6.1. Employer is at all times responsible for the tax
consequences of the establishment and operation of the Plan. Further, the parties agree that WEX does not
provide any legal, tax or accounting advice to the Plan and/or Employer. WEX is at all times responsible for
all the taxes based upon its net income and its property ownership. The parties acknowledge that Employer
is a public entity/political subunit exempt from the payment of certain taxes and will provide exemption
certificates or documentation confirming its tax-exempt status upon request.
2.24 Enumeration System Identifier
If required, Employer is solely responsible to the Plan to obtain or assign the standard unique Health Plan
Identifier CHPID") or Other Entity Identifier (OEID) or to update the enumeration system per 45 CFR §
162.508.
2.25 Acknowledgement
Employer acknowledges and agrees that the services provided by WEX pursuant to this Agreement relate to
enrollment and disenrollment in the Plan and that these services to the extent permitted under HIPAA shall
be deemed to be performed by WEX on behalf of Employer in its capacity as the sponsor of the Plan.
2.26 Carrier Notifications
WEX's standard practice is to notify the applicable carrier of a qualified beneficiary's enrollment in, changes to
or termination from COBRA coverage. If Employer instructs WEX to instead send all such notifications to
Employer or to a third party other than the applicable carrier, Employer: (a) is responsible to ensure the carrier
is updated in a timely manner; (b) is responsible to provide urgent updates to the carriers in a timely manner
as necessary; (c) accepts all responsibility and liability for the carrier notifications; and (d) expressly releases
all claims against WEX in connection with the carrier notifications and agrees to hold WEX harmless from and
against all liability, damages, costs, losses and expenses (including reasonable attorney fees) that result from
the failure or alleged failure of Employer, its officers and employees, and any other entity (other than WEX) in
connection with such carrier notifications.
2.27 Coverage Eligibility
Employer shall be solely responsible for its Carrier compliance with COBRA continuation coverage regulatory
guidelines that allow for retroactive changes or terminations for qualified beneficiary or COBRA Continuant
coverage eligibility beyond sixty (60) days.
ARTICLE 3 CUSTODIAL ACCOUNT
3.1 Appointment and Acceptance of Custodian
By signing this Agreement, Employer appoints WEX as custodian of Employer funds for the purposes and upon
the terms and conditions set forth in this Agreement, and WEX accepts such appointment and agrees to act as
custodian hereunder and to hold any Employer funds received hereunder in accordance with the terms and
conditions set forth in this Agreement.
3.2 Custodial Account
WEX maintains one or more depository accounts (the "Custodial Account") at Bell Bank, Fargo, North Dakota
or such other custodian as WEX may designate from time to time (the "Bank"), and holds in such Custodial
Account all COBRA continuation premiums received from COBRA Continuants or on their behalf from third
parties, less any portion of the premium payment that constitutes administrative fees payable by the COBRA
Continuant. Upon deposit, such premiums shall become Employer funds (less any applicable fees or other
costs as set forth in this Agreement). For administrative convenience and to reduce costs, WEX shall hold
Employer funds together with similar funds from other employers in a single Custodial Account (or one or
more Custodial Accounts as determined by WEX). WEX shall maintain records as to the exact amount of funds
allocated to each employer. Each employer has a legal right to the specific amount of its funds held in the
Custodial Account.
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At all times, the assets comprising each employer's funds in the Custodial Account shall be considered a
separate subaccount for purposes of this Agreement.
Depending upon the context, the term "Custodial Account" as used herein shall refer to either the separate
subaccount for Employer or all of the subaccounts for all employers in the aggregate.
3.3 Employer Funds
Employer and WEX intend and agree that the funds transferred to the Custodial Account shall be comprised of
and shall remain the general assets of Employer. The COBRA continuation premiums received from COBRA
Continuants are after-tax contributions relieved from the ERISA trust requirements. Except to the extent that
outstanding checks have been written or withdrawals made against the Custodial Account balance on behalf
of Employer, and subject to Section 6.3, Employer funds may be withdrawn by Employer at any time (less any
applicable fees or other costs as set forth in this Agreement) and are subject to Employer's general creditors
in the same manner as funds deposited in Employer's ordinary checking accounts.
3.4 Disbursements
WEX shall forward the COBRA continuation premiums (less the 2% additional premium allowed by COBRA for
administrative costs charged to COBRA Continuants) from the Custodial Account to the applicable Carrier or to
Employer or Employer's designee as directed by Employer and in accordance with this Agreement. WEX shall
neither have nor shall be deemed to have any discretion, control or authority with respect to the disposition
of Employer Funds.
3.5 Interest Earned
Employer acknowledges and understands that from time to time, WEX may receive earnings and interest on
the funds held in the Custodial Account and that any such earnings or interest shall be part of WEX's
compensation.
Employer acknowledges and understands that fees otherwise charged by WEX for services under this
Agreement may be greater if WEX did not retain such earnings and interest on these funds.
The period during which interest may be earned begins on the date Employer funds are deposited into the
Custodial Account and continues for as long as Employer funds remain in the Custodial Account.
Funds shall be disbursed on a first-in, first-out basis.
WEX does not track nor can it report interest earned for a single employer. WEX absorbs other bank charges,
such as transmission charges, within the fees.
3.6 Maintenance of Records
Upon Employer's written request, WEX shall provide Employer with an accounting of all Employer assets,
transfers, and transactions activity involving the Custodial Account, including a description of all receipts,
disbursements, and other transactions.
ARTICLE 4 CONFIDENTIAL BUSINESS INFORMATION AND INTELLECTUAL PROPERTY
4.1 General Obligations
For purposes of this Article 4, "confidential business information" shall mean any business information
identified by either party as "confidential" and/or "proprietary", or which, under the circumstances, ought to
be treated as confidential or proprietary, including non-public information related to the disclosing party's
business, service methods, software, documentation, financial information, prices, and product plans. Neither
WEX nor Employer shall disclose confidential business information of the other party. The receiving party shall
use reasonable care to protect the confidential business information and ensure it is maintained in confidence,
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and in no event use less than the same degree of care as it employs to safeguard its own confidential business
information of like kind.
The foregoing obligation shall not apply to any information that: (a) is at the time of disclosure, or thereafter
becomes, part of the public domain through a source other than the receiving party; (b) is subsequently
learned from a third party that does not impose an obligation of confidentiality on the receiving party; (c) was
known to the receiving party at the time of disclosure; (d) was generated independently by the receiving
party; or (e) is required to be disclosed by law, subpoena or other process.
WEX may disclose Employer's or the Plan's confidential business information to a governmental agency or other
third party to the extent necessary for WEX to perform its obligations under this Agreement or if Employer has
given WEX written authorization to do so.
Although WEX may have confidential business information processed, managed, and/or stored with
subcontractors or third parties, it remains fully responsible to Employer for the confidentiality obligations set
forth herein.
4.2 WEX acknowledges that Employer must strictly comply with the Public Information Act, Chapter 552, Texas
Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by WEX to Employer shall become property of Employer upon receipt. Any portions of such material claimed by WEX to be proprietary
must be clearly marked as such. Determination of the public nature of the material is subject to the Texas
Public Information Act, chapter 552, and Texas Government Code.
4.3 Financial Statements and Audit Information
If Employer requests access to certain financial statements and/or service organization control audit reports
or other audit information of WEX for the purpose of reviewing the financial, operating, and business condition
of WEX, and WEX agrees to provide such information, Employer's acceptance of or access to such confidential
information shall constitute its agreement with the following:
• Employer shall maintain the information (whether communicated by means of oral, electronic or written
disclosures) in confidence and shall not use the same for its own benefit, or for any purpose other than
the furtherance of its review, or disclose the same to any third party, subject to the exceptions in Section
4.1.
• Employer may disclose the information to its own officers, employees, and agents on a need-to-know
basis for the purposes of its review.
• Employer shall use reasonable care to protect the information and to ensure that it is maintained in
confidence, and in no event use less than the same degree of care as Employer uses to safeguard its own
confidential information.
• If Employer is a state agency or otherwise subject to a freedom of information type statute, Employer
will use reasonable efforts to ensure that the information shall be treated as confidential and exempt
from disclosure in accordance with applicable law, as the information contains sensitive proprietary
business information and data defined as trade secret information that would not otherwise be publicly
available and that disclosure of this information to the public, including WEX's competitors, would likely
result in substantial harm to WEX's competitive positions and also contains confidential supervisory
information and personal information relating to directors, officers, and major shareholders of WEX, the
disclosure of which would constitute an unwarranted invasion of personal privacy.
4.4 Intellectual Property
All materials, including, without limitation, documents, forms (including data collection forms provided by
WEX), brochures, and online content ("Materials") furnished by WEX to Employer are licensed, not sold.
Employer is granted a personal, non-transferable, and nonexclusive license to use Materials solely for
Employer's own internal business use. Employer does not have the right to copy, distribute, reproduce, alter,
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display or use these Materials or any WEX trademarks for any other purpose other than its own internal
business use. Employer shall use commercially reasonable efforts to prevent and protect the content of
Materials from unauthorized use. Employer's license to use Materials ends on the termination date of this
Agreement.
Upon termination, Employer agrees to destroy Materials or, if requested by WEX, to return them to WEX, except
to the extent Employer is required by law to maintain copies of such Materials.
WEX retains exclusive ownership rights to and reserves the right to independently use its experience and know-
how, including processes, ideas, concepts, techniques, and software acquired prior to or developed in the
course of performing services under this Agreement.
4.5 Application
Each party agrees that its obligations contained in this Article 4 apply also to its parent, subsidiary, and
affiliated companies, if any, and to similarly bind all successors, employees, and representatives.
ARTICLE 5 TERM AND TERMINATION
5.1 The term of this Agreement shall commence as of the Effective date and shall continue through December 31, 2029.
5.2 Notwithstanding the foregoing, this Agreement may be terminated at any time during the Initial Term or any
renewal term by Employer or by WEX without cause and without liability, except as set forth in Section 5.6,
with written notice of the intention to terminate to be effective as of a date certain set forth in the written
notice, not fewer than sixty (60) days following the date of such notice except as set forth in Section 5.4.
5.3 This Agreement may be terminated upon written notice:
(a) If any law is enacted or interpreted to prohibit the continuance of this Agreement, upon the effective
date of such law or interpretation;
(b) If any fee (to the extent not subject to a good faith dispute) for any service provided by WEX to
Employer remains unpaid to WEX beyond ten (10) days past the due date, upon written notification
by WEX to Employer that WEX intends to exercise its option to enforce this provision; or
(c) Due to (i) a party's filing for bankruptcy, (ii) a party's making any assignment for the benefit of
creditors, (iii) a party's consenting to the appointment of a trustee or receiver, (iv) a party's
insolvency, as defined by Applicable Law, or (v) the filing of an involuntary petition against Employer
under the Federal Bankruptcy Code or any similar state or federal law which remains un-dismissed
for a period of forty-five (45) days.
5.4 If a party is in default under any provision of this Agreement other than a payment default, the other party
may give written notice to the defaulting party of such default. If the defaulting party has not used good
faith efforts to cure such breach or default within thirty (30) days after it receives such notice or if good faith
efforts to cure have begun within thirty (30) days but such cure is not completed within sixty (60) days after
receipt of the notice, the other party shall have the right by further written notice to terminate this Agreement
as of any future date designated in the notice.
5.5 Employer shall pay all fees not subject to a good faith dispute that have accrued up to the date of the
termination of this Agreement within thirty (30) days after the date of the termination.
5.6 Upon termination of this Agreement, any funds in the Custodial Account that have not been disbursed in
accordance with the terms and conditions of this Agreement shall be returned to Employer less any applicable
undisputed unpaid fees, costs or expenses as set forth in this Agreement.
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5.7 If this Agreement is terminated under Sections 5.3 or 5.4, WEX will cease the performance of any further
services under this Agreement unless both parties agree in writing that certain services shall continue for an
additional period. Upon prepayment, if requested by WEX, of the fees for this additional period or upon
continued monthly invoicing, WEX will continue the processing of qualifying events, initial notices, the collection
and tracking of COBRA premium payments, forwarding premiums to Employer and processing and reporting
of COBRA elections and terminations with respect to those qualified beneficiaries who incurred a qualifying
event prior to the date of termination of this Agreement.
5.8 Upon the completion of the later of the Agreement, or any period of further services, WEX will cease the
performance of these COBRA administration services and Employer shall be immediately responsible for all
aspects of COBRA administration. WEX shall return to Employer any Employer funds in the Custodial Account.
However, the return of such funds shall remain subject to the completion of a final accounting of all account
activities, as well as the deduction of undisputed unpaid fees and other expenses under this Agreement or
any other agreement between the parties. As necessary, WEX shall have the immediate right to demand and
pursue collection of any unpaid fees, reimbursements or other amounts that are due and owing to WEX as of
the date of termination pursuant to the terms of this Agreement or any other agreement between the parties.
ARTICLE 6 COST OF SERVICES
6.1 Administrative Services Fees
(a) Employer shall pay WEX a fee for its services under this Agreement. This fee shall be payable in
accordance with the fee schedule attached hereto. Fees are invoiced monthly and are due within
thirty (30) days of the receipt of invoice. If Employer disputes in good faith any portion of the fees
invoiced, Employer shall provide WEX with written notice of any disputed fees together with a
complete written explanation of the reasons for the dispute (the "Dispute Notice") within thirty (30)
days of the receipt of invoice. The parties shall work together in good faith to reach a mutually
agreeable resolution of the dispute identified in the Dispute Notice for a period of ten (10) days
following the date of the Dispute Notice.
(b) As part of the administrative fees under this Agreement, WEX shall also retain the 2% additional
premium allowed by COBRA for administrative costs charged to COBRA Continuants. If state or local
law prevents COBRA Continuants from being charged the additional 2% premium, then the additional
2% premium shall become a fee paid by the Employer to WEX for its services under this Agreement.
This fee shall be payable in accordance with the fee schedule attached hereto. Such fee will be
invoiced monthly and will be due within thirty (30) days of the invoice date.
(c) Notwithstanding the foregoing, WEX reserves the right to:
• Charge for the provision of additional services that were neither included in nor
contemplated by this Agreement on the Effective Date;
• Charge for proprietary technology and services; and
• Increase fees based on additional costs imposed on WEX, such as significant postal rate or
bank fee increases or substantiated increased costs due to legislative or regulatory changes,
domestic or foreign, actually incurred in performing its services.
WEX shall provide Employer with reasonable prior written notice of such charges or increases.
(d) On or after the rate expiration date indicated on the fee schedule, WEX reserves the right to amend
the fee schedule with at least sixty (60) days' advance written notice. If Employer is unwilling to
accept the changes to the fee schedule, Employer may terminate this Agreement by providing notice
to WEX no later than the effective date of the fee schedule amendment.
(e) Fees quoted assume that WEX's standard software and systems will be compatible with Employer's
software and systems and with any prior service provider's software and systems so that the services
can be readily performed without any modifications or alterations of WEX's software and systems. In
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the unusual event that costs are incurred by WEX to integrate the WEX services with Employer's
software and systems and/or in migrating the data from the prior service provider to WEX's systems,
those costs may be charged separately on a time and materials basis or as otherwise provided under
a separate agreement between the parties.
6.2 Past Due Fees
Notwithstanding anything in this Agreement or any other agreement between the parties to the contrary, if
Employer fails to pay WEX any amount (except for amounts subject to a good faith dispute) that is due as a
result of the services provided by WEX to Employer under this Agreement or any other agreement between
the parties, WEX shall be permitted to deduct the undisputed amount from any funds held by WEX that were
received from Employer. This right of offset shall be in addition to any other remedies that WEX may have in
this Agreement or any other agreement between the parties with respect to such non-payment, including,
without limitation, any right to terminate this Agreement or a right of recoupment, regardless of whether the
past due amount is paid in full as a result of the offset or recoupment rights provided herein.
ARTICLE 7 LIMITATIONS OF LIABILITY AND INDEMNITY
7.1 Limitation of Liability.
Notwithstanding any other provision in this Agreement to the contrary, the total cumulative liability of WEX to
Employer for all claims, actions, or suits however caused arising out of or in connection with this Agreement
shall be limited to direct damages and shall not exceed the greater of: (a) the amount of fees received by WEX
from Employer for the twelve (12) months prior to the occurrence of the event giving rise to any such claims,
actions or suits; or (b) amounts payable and actually paid to Employer or WEX, as applicable, under the
insurance policies provided for under Section 7.2 of this Agreement.
In no event shall either party be liable to the other for consequential, special, exemplary, punitive, indirect or
incidental damages, including, but not limited to, any damages resulting from loss of use, loss of data, or loss
of profits arising out of or in connection with this Agreement, whether in an action based on contract, tort
(including negligence) or any other legal theory whether existing as of the Effective Date or subsequently
developed, even if the party has been advised of the possibility or foreseeability of such damages.
No action under this Agreement may be brought by either party more than two (2) years after the cause of
action has accrued.
WEX and Employer expressly agree that the limitations of liability in this Section 7.1 represent an agreed
allocation of the risks of this Agreement between the parties. This allocation is reflected in the pricing offered
by WEX to Employer and is an essential element of the basis of the bargain between the parties.
7.2 Insurance
During the term of this Agreement, WEX shall maintain general liability insurance and professional/cyber
liability insurance with policy limits of not less than $5,000,000 per occurrence and in the aggregate.
WEX maintains commercial crime insurance, including employee dishonesty coverage with policy limits of not
less than $5,000,000.
WEX shall provide Employer with a certificate or certificates of insurance reflecting such insurance coverages
upon execution of Agreement.
See Exhibit A attached hereto, for Insurance Requirements of the City of Denton.
7.3 Indemnification
(a) Subject to the limitations in Section 7.1, WEX will indemnify, defend and hold harmless Employer (and
its respective officers, directors, employees, representatives, successors, and permitted assigns) from
and against all Charges, liability, damages, costs, losses, penalties, expenses and reasonable
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attorney fees (collectively, "Losses") incurred by Employer in connection with any threatened,
pending or adjudicated claim, demand, action, suit or proceeding by any third party to the extent
arising out of WEX's (i) fraudulent or criminal actions or omissions or (ii) material breach of this
Agreement or of any executed or applicable business associate agreement between the parties.
(b) Subject to applicable law, in addition to Sections 2.16, 2.22, 2.27, and 6.2, Employer will indemnify,
defend and hold harmless WEX (and its respective officers, directors, employees, representatives,
successors, and permitted assigns) from and against all Losses incurred by WEX in connection with
any threatened, pending or adjudicated claim, demand, action, suit or proceeding by any third party
(including an action brought by or on behalf of an employee or a participant) to the extent arising
out of Employer's (i) fraudulent or criminal actions or omissions or (ii) material breach of this
Agreement or of any executed or applicable business associate agreement between the parties.
If Employer is a state agency or otherwise subject to a public entity/political subunit non-
indemnification type statute and therefore unable to indemnify under this subsection, Employer
agrees that WEX shall not be responsible for any injury or damage that occurs as a result of any
negligent act or omission committed by Employer, including its employees or assigns.
The Parties expressly agree that no provision of the Contract is in any way intended to constitute a
waiver by Employer (the City of Denton) of any immunities from suit or from liability that the City of
Denton may have by operation of law.
(c) The party seeking indemnification under Sections 7.3(a) or 7.3(b) above must notify the indemnifying
party within thirty (30) days in writing of any actual or threatened claim, demand, action, suit or
proceeding to which it claims such indemnification applies. Failure to so notify the indemnifying party
shall not be deemed a waiver of the right to seek indemnification, unless the actions of the
indemnifying party have been materially prejudiced by the failure of the other party to provide notice
within the required time period.
The indemnifying party may (but is not required to) take steps to be joined as a party to any
proceeding in which indemnification has been claimed, and the party seeking indemnification shall
not oppose any such joinder. Whether or not such joinder takes place, the indemnifying party shall
provide the defense with respect to Losses to which this Section 7.3 applies and in doing so shall
have the right to control the defense and settlement with respect to such claims to the extent that
the defense and settlement relates to the payment of monetary compensation.
The party seeking indemnification may assume responsibility for the direction of its own defense at
any time, in whole or in part, in which case the costs and expenses, including reasonable attorneys'
fees, of the defense shall become Losses subject to indemnification under this Section 7.3 by the
indemnifying party.
The party seeking indemnification may assume at any time, in whole or in part, the right to settle or
compromise any Losses against it with the reasonable consent of the indemnifying party, and such
settlement or compromise that relates to monetary compensation shall become Losses subject to
indemnification under this Section 7.3 by the indemnifying party.
(d) For purposes of this Section 7.3, "Charges" means: (i) excise taxes imposed under Code Section
4980B (26 USC § 4980B), subject to the provisions of the aggregate limitations set forth in Code
Section 4980B and the right of the assessed party to challenge the Internal Revenue Service with
respect to all or part of the imposition of such excise taxes; and/or (ii) penalties (in an amount up to
$110 per day) that are imposed by a court under Section 502(c)(l) of ERISA (29 USC§ 1132) and
that are paid. Charges shall not include the payment of the claims for benefits under the terms of
the Plan.
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ARTICLE 8 MISCELLANEOUS
8.1 Number
Where the context of this Agreement requires, the singular shall include the plural and vice versa.
8.2 Force Majeure
Notwithstanding anything to the contrary contained herein, neither party shall be responsible or liable if the
performance of its obligations hereunder is hindered or adversely affected or becomes impossible or
impracticable, as a result of an event or effect that the party could not have anticipated or controlled or for
any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or
indirectly, forces beyond its reasonable control, including, without limitation, lockouts, strikes, work stoppages
or other labor disruption, accidents, epidemics, pandemics, quarantines, war (whether declared or
undeclared), acts of war or terrorism (whether foreign or domestic in origin), insurrection, sabotage, riot, a
decree of health emergency, national emergencies or other man-made emergency, civil or military
disturbances including any law, regulation, order or other action by any governmental authority, nuclear or
natural disasters or acts of God, interruptions, loss or malfunctions of utility, transportation, communications
or computer (software and hardware) services, including the disruption or outage of the Internet, or disruption
of financial markets or banking functions (a "Force Majeure Event").
A party to this Agreement affected by such a Force Majeure Event shall as soon as reasonably practicable
after the occurrence of the Force Majeure Event or the occurrence of harm resulting from such a Force Majeure
Event that causes the party to be unable to perform: (a) provide written notice to the other party of the nature
and extent of any such Force Majeure Event; and (b) use commercially reasonable efforts to remedy any
inability to perform due to such a Force Majeure Event.
8.3 Waiver
If either party fails to enforce any right or remedy under this Agreement, that failure is not a waiver of the
right or remedy for any other breach or failure by the other party.
8.4 Severability
If any provision of this Agreement is determined to be unenforceable or invalid, such determination shall not
affect any other provision, each of which shall be construed and enforced as if such invalid or unenforceable
provision were not contained herein.
8.5 Governing Law
This Agreement and the legal relations between the parties hereto shall be governed by and construed in
accordance with the internal laws of the State of Texas (without regard to the laws of conflict that might
otherwise apply) as to all matters, including without limitation, matters of validity, interpretation, construction,
effect, performance, enforcement and remedies.
8.6 Dispute Resolution
Excluding all matters pertaining to the collection of amounts due to WEX arising out of the services provided,
any claim, controversy or dispute arising out of, or relating to, this Agreement, in addition to disputes about
invoices per Section 6.1, first promptly shall be settled by managers with direct day-to-day responsibility under
this Agreement, and if not so settled, promptly shall be addressed by executives of the parties who have
authority to settle the dispute. A party wishing to raise a dispute shall give prompt written notice to the other
party, and the good faith attempts to resolve the dispute, as described in the foregoing sentence, shall take
place within thirty (30) days thereafter. Engaging in the dispute resolution process described in this Section
8.6 shall be a condition precedent to proceeding with litigation.
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Notwithstanding the foregoing, this provision shall not prevent either party from seeking injunctive relief (or
any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of
their dispute relating to this Agreement.
To the extent this Agreement must be enforced in a court of law, the parties agree that it can only be brought
in the United States District Court for the Eastern District of Texas, and both parties consent to such jurisdiction
and venue.
8.7 Waiver of Jury Trial
INTENTIONALLY OMITTED.
8.8 Notice
Any notice required or permitted to be given under this Agreement shall be deemed delivered to the address
set forth in this Agreement or such other physical or electronic address as specified by the party: (a) when
received if delivered by hand; (b) the next business day if placed with a reputable express carrier for delivery
during the morning of the following business day; (c) three (3) days after deposit in the U.S. mail for delivery,
postage prepaid; or (d) when received if delivered electronically.
WEX: 4321 20th Avenue South, Fargo, ND 58103, Attention: General Counsel.
City of Denton
Purchasing Manager -File 8974
901B Texas Street
Denton, Texas 76201
8.9 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter
hereof, and supersedes all prior or contemporaneous agreements and understandings, whether written or
verbal. Any amendment to this Agreement must be in writing and consented to by authorized representatives
of both parties. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their heirs, permitted assigns, and successors in interest. Nothing express or implied in
this Agreement is intended to confer, and nothing herein shall confer upon any person other than the parties
hereto, any rights, remedies, obligations or liabilities whatsoever.
8.10 Assignment
This Agreement may not be assigned by either party without the prior written consent of the other unless to
an affiliate or in connection with a change in control, merger, acquisition or sale of all or substantially all of
the party's assets and provided that the surviving entity has agreed to be bound by this Agreement and has
notified the other party in writing within thirty (30) days following the date of the assignment. If consent is
required, the parties shall not unreasonably withhold or delay consent.
8.11 Survival
Those provisions that by their nature are intended to survive termination or expiration of this Agreement
shall so survive.
8.12 Relationship of the Parties
Employer and WEX acknowledge and agree that WEX is retained under this Agreement as an independent
contractor of Employer to assist Employer with its obligations to comply with the continuation coverage
provisions of COBRA, and that WEX is not a fiduciary under ERISA and lacks any discretion hereunder.
Employer agrees that use of or offset of amounts in the Custodial Account to pay for fees or other amounts
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due to WEX under this Agreement shall constitute an Employer action that is authorized by Employer under
this Agreement. Employer agrees that such actions are not discretionary acts of WEX and do not create
fiduciary status for WEX. This Agreement is not intended to create, nor does it create and shall not be
construed to create, a relationship of partner or joint venture or any association for profit between Employer
and WEX.
8.13 Authority
Neither WEX nor Employer, when dealing with the other party in relation to the Plan, shall be obliged
to determine the other party's authority to act pursuant to this Agreement.
8.14 Appropriation Clause - Loss of Funding
WEX acknowledges and agrees that the awarding or continuation of this contract is dependent upon the
availability of funding. Employer's payment obligations are payable only and solely from funds appropriated
and available for this contract. The absence of appropriated or other lawfully available funds shall render the
contract null and void to the extent funds are not appropriated or available and any deliverables delivered but
unpaid shall be returned to WEX. Employer will not incur a debt or obligation to pay WEX any amounts Employer
does not have the current funds available to pay.
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INSURANCE REQUIREMENTS
COBRA WEX - 32875
Respondent’s attention is directed to the insurance requirements below. It is highly
recommended that respondents confer with their respective insurance carriers or
brokers to determine in advance of Proposal/Bid submission the availability of insurance
certificates and endorsements as prescribed and provided herein. If an apparent low
respondent fails to comply strictly with the insurance requirements, that respondent may
be disqualified from award of the contract. Upon c o n t r a c t a w a r d , a l l
i n s u r a n c e r e q u i r e m e n t s shall become contractual obligations, which the
successful contractor shall have a duty to maintain throughout the course of this
contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the
Contractor, the Contractor shall provide and maintain until the contracted work
has been completed and accepted by the City of Denton, Owner, the minimum
insurance coverage as indicated hereinafter.
As soon as practicable after notification of contract award, Contractor shall file
with the Purchasing Department satisfactory certificates of insurance including
any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing
Department, ask for clarification of any insurance requirements at any time;
however, Contractors are strongly advised to make such requests prior to
proposal/bid opening, since the insurance requirements may not be modified
or waived after proposal/bid opening unless a written exception has been
submitted with the proposal/bid. Contractor shall not commence any work
or deliver any material until he or she receives notification that the contract has
been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements
shall comply with the following general specifications, and shall be maintained in
compliance with these general specifications throughout the duration of the
Contract, or longer, if so noted:
• Each policy shall be issued by a company authorized to do business in the
State of Texas with an A.M. Best Company rating of at least A- or better.
• Any deductibles or self-insured retentions shall be declared in the proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees,
Docusign Envelope ID: DDCA6A59-C571-4672-AE16-724F84511DCF
PAGE 22 OF 26
and volunteers; or, the contractor shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
• The General Liability Insurance policies shall include the following:
o Name as Additional Insured the City of Denton, its Officials, Agents,
Employees, and volunteers.
o The insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this
insurance applies separately to each insured against whom claim is made
or suit is brought. The inclusion of more than one insured shall not operate
to increase the insurer's limit of liability.
o A Waiver of Subrogation in favor of the City of Denton, its officials,
agents, employees, and volunteers.
• Cancellation: City requires 30 day written notice should any of the
policies described on the certificate be cancelled or materially changed
before the expiration date.
• Should any of the required insurance be provided under a claims made form,
Contractor shall maintain such coverage continuously throughout the term of this
contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give rise
to claims made after expiration of the contract shall be covered.
• Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the
Contract, or longer, if so noted:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial General Liability Insurance including, but not limited to,
Premises/Operations, Personal & Advertising Injury, Products/Completed
Operations, Independent Contractors, and Contractual Liability with minimum
combined bodily injury (including death) and property damage limits of
$5,000,000.00 per occurrence and $5,000,000.00 general aggregate.
Docusign Envelope ID: DDCA6A59-C571-4672-AE16-724F84511DCF
PAGE 23 OF 26
B. PROFESSIONAL LIABILITY INSURANCE
If CONTRACTOR is a licensed or certified person who renders professional
services, then Professional Liability Insurance to provide coverage against
any claim which the CONTRACTOR becomes legally obligated to pay as
damages arising out of the performance of professional services caused by
any negligent error, omission or act with minimum limits of $5,000,000.00
per claim, $5,000,000.00 annual aggregate.
C. CYBER/TECHNOLOGY NETWORK LIABILITY AND RISK INSURANCE
Cyber/Technology Network Liability and Risk Insurance, inclusive
of Information Security and Privacy (first and third party coverage)
to provide coverage for any damage caused by a network risk,
cyber act or breaches of data and privacy right, the rendering of,
or the failure to properly perform professional services for, but not
limited to, computer programming, management information
systems, negligent system design, disclosure of confidential
information, and copyright infringement with minimum limits
with minimum limits of $5,000,000.00 per claim.
NOTE: Professional Liability Insurance and Cyber/Technology Network Liability
and Network Risk Insurance may be combined on one policy with a
$5,000,000.00 limit.
Docusign Envelope ID: DDCA6A59-C571-4672-AE16-724F84511DCF
Certificate Of Completion
Envelope Id: DDCA6A59-C571-4672-AE16-724F84511DCF Status: Completed
Subject: ***Purchasing Approval***8974 - Cobra Benefits
Source Envelope:
Document Pages: 24 Signatures: 3 Envelope Originator:
Certificate Pages: 6 Initials: 2 Christina Dormady
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
christina.dormady@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
12/22/2025 4:14:03 PM
Holder: Christina Dormady
christina.dormady@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Christina Dormady
christina.dormady@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 12/22/2025 4:15:00 PM
Viewed: 12/22/2025 4:15:13 PM
Signed: 12/22/2025 4:16:05 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: 198.49.140.10
Sent: 12/22/2025 4:16:07 PM
Viewed: 12/29/2025 2:41:54 PM
Signed: 12/29/2025 2:42:22 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Marcella Lunn
marcella.lunn@cityofdenton.com
Senior Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 63.98.76.33
Sent: 12/29/2025 2:42:24 PM
Viewed: 12/29/2025 4:04:45 PM
Signed: 12/29/2025 4:08:32 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Nick Lakoduk
Nick.lakoduk@wexinc.com
National VP of Sales
Wex Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 130.41.243.19
Sent: 12/29/2025 4:08:34 PM
Resent: 12/30/2025 12:57:17 PM
Resent: 1/2/2026 2:09:37 PM
Resent: 1/2/2026 2:12:07 PM
Resent: 1/5/2026 8:48:07 AM
Viewed: 1/5/2026 11:01:12 AM
Signed: 1/5/2026 11:01:17 AM
Electronic Record and Signature Disclosure:
Accepted: 1/5/2026 11:01:12 AM
ID: 5611c0ef-df09-45ae-832d-45a3a41e5ca6
Signer Events Signature Timestamp
Megan Gilbreath
Megan.gilbreath@cityofdenton.com
HR Director
City of Denton - Human Resources
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 209.55.117.179
Sent: 1/5/2026 11:01:20 AM
Viewed: 1/5/2026 2:09:44 PM
Signed: 1/5/2026 2:19:21 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Christina Dormady
christina.dormady@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 1/5/2026 2:19:24 PM
Viewed: 1/5/2026 2:21:03 PM
Signed: 1/5/2026 2:21:11 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
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 1/5/2026 2:21:14 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Sara Kjos
Sara.kjos@cityofdenton.com
Assistant Director of Human Resources
Security Level: Email, Account Authentication
(None)
Sent: 1/5/2026 2:21:14 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 12/22/2025 4:15:00 PM
Certified Delivered Security Checked 1/5/2026 2:21:03 PM
Signing Complete Security Checked 1/5/2026 2:21:11 PM
Completed Security Checked 1/5/2026 2:21:14 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.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
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: Nick Lakoduk
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.