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Aye Nay _ _ Y ..... � °�w �� PASSED AND APPROVED this the ��` r da of �m �_ ►! : �..... � � �� M ��" ,��I � � � �; � � C ��m � � � �� . ��,. ��.� „� .r..,.� .. .....,...._ �„" ° � �� ", MAYO � ATTEST: JENNIFER WALTERS, CITY SECRETARY �� "� � BY: � �� . � a � ,��.. � .��° a� ��-- ,� � ,�� APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY �� , � BY: � �fr��:� .� � _ ...... . .. ...... ----- ---- �,. . . ....m DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND LABOR FIRST, LLC (CONTRACT 6807) THIS CONTRACT is made and entered into this date ______________________, by and between LABOR FIRST, LLC, a New Jersey Limited Liability Company, whose address is 3000 Midlantic Drive, Suite 101, Mount Laurel, New Jersey 08054, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in document RFP #6807 Supply of Post-65 Retiree Medical and Prescription Insurance Coverage, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (b) 807 (on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions C (d) Insurance Requirements D (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) (Exhibit "F"); (g) House Bill 89 Verification G (h) Senate Bill 252 Certification H (i) Form CIQ Conflict of Interest Questionnaire (Exhibit "I"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED Date: _______________________________ as to financial and operational obligations and business terms. Printed Name:________________________ Title: _______________________________ _______________ ________________ SIGNATURE PRINTED NAME ___________________________________ PHONE NUMBER __________________________________ TITLE ___________________________________ EMAIL ADDRESS __________________________________ DEPARTMENT ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $2,440,000. Pricing shall be per Exhibit F attached. The actual cost for services will be determined by the number of retirees electing coverage. The total contract amount is projected based on assumptions about the number of retirees that will elect coverage, with an additional contingency amount. provision of services are projected to exceed the total contract amount, Contractor shall provide reasonable notice of such to the City and the City and Contractor will negotiate in good faith to amend the services provided by Contractor and/or the authorized total contract amount. Contractor shall not be required to provide services which exceed the total contract amount. 2. Contract Terms The contract term will be three (3) years, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation Prices quoted for the commodities or services described in the Contract must be firm for a period of one year from date of contract award. Any request for price adjustment must be based upon previous claim experience. The Contractor shall provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 120 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre- price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the Contract number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must Supplier. No Terms and Conditions contained in t statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 16, 19, 20, 21, 30, and 36 apply only to a solicitation to purchase goods and shall not apply to this contract, and sections 9, 10, 11, 22 and 32 shall apply only to a rights-of-way. 1. CONT. The Contractor shall fully and timely provide all the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could gations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Res 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase th release by the 15 day of the month prior to the required premium payment date. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number a the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight address and, if applicable, the tax identification number on the invoice must exactly match the ss otherwise instructed in writing, the C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; which is not covered by insurance required to be provided by the Contractor; time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The 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 the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contra under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract etion, grounds for termination thereof. Each of the include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non- and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall no D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate the City. I Contractor shall assist and cooperate with the City to the fullest extent to enforce such 22. WARRANTY SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all cla accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Con the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, including, without - judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor fro any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. C. TO THE EXTENT PERMITTED BY LAW, THE CITY SHALL DEFEND (AT THE OPTION OF THE CONTRACTOR), INDEMNIFY, AND HOLD THE CONTRACTOR, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CITY, OR THE CITY'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CITY UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 surance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. notice of erosion of the aggregate limits below occurrence limits for all applicable ithin the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the ive written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor 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. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and in the world of the rights associated and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) is Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- the deliverables shall in no way diminish the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. Except for copyrightable subject matter belonging to third-parties, as to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 40. ADVERTISING prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the t of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, ensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Worker all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, fa the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. 4. Purchase order 5. Supplier terms and conditions Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 Exhibit D INSURANCE REQUIREMENTS AND REQUIREMENTS Upon contract execution, all insurance requirements 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. 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, 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 and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such 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. Provide 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. Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 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 of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. 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 marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: \[X\] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 \[X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. \[X\] Workers Compensation Insurance Contractor shall purchase and maintain Workers Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation Commission (TWCC). \[ \] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. \[ \] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. \[ \] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 \[ \] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. \[ \] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. \[ \] Riggers Insurance Said coverage may be on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Said coverage shall mirror the limits provided by the CGL coverage \[ \] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity oyees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. \[ \] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 ATTACHMENT 1 \[\] Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Th contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Contract # 6807 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 ExhibitF wĻƭƦƚƓķĻƓƷγƭ.ǒƭźƓĻƭƭbğƒĻ RetireeFirst,LLC tƩźƓĭźƦğƌtƌğĭĻƚŅ.ǒƭźƓĻƭƭΛ/źƷǤğƓķ{ƷğƷĻΜ Mt.Laurel,NJ08054 RFP6807PricingSheetforPost65RetireeMedicareSupplementandPrescriptionCoverage ŷĻƩĻƭƦƚƓķĻƓƷƭŷğƌƌĭƚƒƦƌĻƷĻƷŷĻŅƚƌƌƚǞźƓŭƭĻĭƷźƚƓͲǞŷźĭŷķźƩĻĭƷƌǤĭƚƩƩĻƭƦƚƓķƭƷƚƷŷĻƭƦĻĭźŅźĭğƷźƚƓƭ͵ŷĻĭƚƓƷƩğĭƷƚƩƭŷğƌƌƓƚƷƒğƉĻĭŷğƓŭĻƭƷƚƷŷźƭŅƚƩƒğƷ͵ Section MA - Post 65 Retiree Medical & Prescription (Rx) Coverage Proposal Pricing ITEMQTYUOM TypeofServiceRequestedCostofServiceTotalCostofService ЊЏАt9taaĻķźĭğƌwĻƷźƩĻĻhƓƌǤwğƷĻ υЊАЌ͵ЉЉυЊЊͲЎВЊ͵ЉЉ ЋЏАt9tawǣwĻƷźƩĻĻhƓƌǤwğƷĻ υЊЍБ͵АЌυВͲВЏЍ͵ВЊ ЌЋЋt9taaĻķźĭğƌwĻƷźƩĻĻњ{ƦƚǒƭĻwğƷĻ υЌЍЏ͵ЉЉυАͲЏЊЋ͵ЉЉ ЍЋЋt9tawǣwĻƷźƩĻĻњ{ƦƚǒƭĻwğƷĻ υЋВА͵ЍЏυЏͲЎЍЍ͵ЊЋ TotalMedical&RxCoverageCost(Monthly) $35,712.03 TotalMedical&RxCoverageCost(Annual) $428,544.36 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 EXHIBIT F DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 Group Retiree Medicare Advantage with Prescription Drug (MAPD) Financial Rate Summary prepared for: City of Denton Plan: MAPD - City of Denton- 2019 MAPD Carrier: Humana Rate Period: 1/1/2019 - 12/31/2019 MAPD Premium - $293.17 PMPM Medical Coverage Medical Deductible $0 Office Copay $10 Specialist Copay $20 Emergency Room $65; Waived if admitted Inpatient Hospital Care 100% after $150 copayment per day (days 1 - 5) Ou tpa tient Surgery $50 Pharmacy Coverage Prescription Calendar Year Deductible $0 Retail 30 Day Supply Tier 1 (Generics) $10 Tier 2 (Brands) $20 Tier 3 (NP Brands) $40 Tier 4 (Specialty) 25% Retail 90 Day Supply Tier 1 (Generics) $30 Tier 2 (Brands) $60 Tier 3 (NP Brands) $120 Tier 4 (Specialty) N/A Mail-Order 90 Day Supply Tier 1 (Generics) $0 Tier 2 (Brands) $40 Tier 3 (NP Brands) $80 Tier 4 (Specialty) N/A Part D Coverage Specifications Drug Formulary Most Comprehensive (Open) Coverage Gap Full-Coverage Lifestyle Drugs Covered No All Non-Part D Drugs Covered Yes Utilization Management Prior Authorizations and Quantity Limits Greater of $3.40 for generic/multiple source drugs Catastrophic Coverage ($8.50 for all others) or 5% coinsurance Medicare Advantage Stipulations National PPO Network: Plan accepted wherever Medicare is in all 50 states to include U.S. territories. The proposed plan premium rate includes all Medicare Part D subsidies. There is no additional subsidy filing needed. The catastrophic coverage phase begins once the true out-of-pocket costs has reached $5,100 as defined per CMS. Pharmacy network of over 66,000 locations including all major chains, super markets, and mom/pop stores. DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 Part D Financial Rate Summary Prepared for: City of Denton Plan: Rx - City of Denton - 2019 Option 1 Part D Carrier: Aetna Rate Period: 1/1/2019- 12/31/2019 Part D Pharmacy Premium - $130.15 PMPM Plan Design & Coverage Level Calendar Year Deductible $0 Retail 30 Day Supply Tier 1 (Generics) $5 Tier 1A (Preferred Generics) $10 Tier 2 (Pref. Brands) $25 Tier 3 (NP Brands) $60 Tier 4 (Specialty) 29% Retail 90 Day Supply Tier 1 (Generics) $15 Tier 1A (Preferred Generics) $30 Tier 2 (Pref. Brands) $75 Tier 3 (NP Brands) $180 Tier 4 (Specialty) Limited to one-month supply Mail-Order 90 Day Supply Tier 1 (Generics) $12.50 Tier 1A (Preferred Generics) $25 Tier 2 (Pref. Brands) $62.50 Tier 3 (NP Brands) $150 Tier 4 (Specialty) Limited to one-month supply Part D Coverage Specifications Drug Formulary B2 Plus Formulary Coverage Gap Full-Coverage Lifestyle Drugs Covered No All Non-Part D Drugs Covered Yes Utilization Management Prior Authorizations and Quantity Limits Your share of the cost for a covered drug will be 5% but not greater than the cost share amounts listed in the Initial Catastrophic Coverage Coverage Stage section above.Catastrophic Coverage benefits start once $5,100 in true out-of-pocket costs is incurred. Additional Part D Plan Considerations *Most specialty drugs can only be dispensed up to a 31-day supply at retail Part D Stipulations - The plan premium rate includes all Medicare Part D subsidies with no additional subsidy filing needed. - The catastrophic coverage phase begins once the true out-of-pocket costs has reached $5,100 as defined per CMS. - Network of over 66,000 locations including all major chains, super markets, and mom/pop stores. - Plan quoted contains broadest drug formulary including coverage for all medications eligible under Medicare Part D and covers Non-Part D drugs except for Part B drugs (covered by Medicare Part B). - All Part D drug plans are creditable coverage; therefore, Creditable Coverage Notices are not required. DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 Plan: Rx - City of Denton - 2019 Option 2 Part D Carrier: Aetna Rate Period: 1/1/2019- 12/31/2019 Part D Pharmacy Premium - $148.73 PMPM Plan Design & Coverage Level Calendar Year Deductible $0 Retail 30 Day Supply Tier 1 (Generics) $5 Tier 1A (Preferred Generics) $10 Tier 2 (Pref. Brands) $25 Tier 3 (NP Brands) $60 Tier 4 (Specialty) $75 Retail 90 Day Supply Tier 1 (Generics) $15 Tier 1A (Preferred Generics) $30 Tier 2 (Pref. Brands) $75 Tier 3 (NP Brands) $180 Tier 4 (Specialty) Limited to one-month supply Mail-Order 90 Day Supply Tier 1 (Generics) $12.50 Tier 1A (Preferred Generics) $25 Tier 2 (Pref. Brands) $62.50 Tier 3 (NP Brands) $150 Tier 4 (Specialty) Limited to one-month supply Part D Coverage Specifications Drug Formulary B2 Plus Formulary Coverage Gap Full-Coverage Lifestyle Drugs Covered No All Non-Part D Drugs Covered Yes Utilization Management Prior Authorizations and Quantity Limits Your share of the cost for a covered drug will be 5% but not greater than the cost share amounts listed in the Initial Catastrophic Coverage Coverage Stage section above.Catastrophic Coverage benefits start once $5,100 in true out-of-pocket costs is incurred. Additional Part D Plan Considerations *Most specialty drugs can only be dispensed up to a 31-day supply at retail Part D Stipulations - The plan premium rate includes all Medicare Part D subsidies with no additional subsidy filing needed. - The catastrophic coverage phase begins once the true out-of-pocket costs has reached $5,100 as defined per CMS. - Network of over 66,000 locations including all major chains, super markets, and mom/pop stores. - Plan quoted contains broadest drug formulary including coverage for all medications eligible under Medicare Part D and covers Non-Part D drugs except for Part B drugs (covered by Medicare Part B). - All Part D drug plans are creditable coverage; therefore, Creditable Coverage Notices are not required. DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 Plan: Rx - City of Denton - 2019 Option 3 Part D Carrier: Humana Rate Period: 1/1/2019- 12/31/2019 Part D Pharmacy Premium - $116.65 PMPM Plan Design & Coverage Level Calendar Year Deductible $0 Retail 30 Day Supply Tier 1 (Generics) $10 Tier 2 (Pref. Brands) $20 Tier 3 (NP Brands) $40 Tier 4 (Specialty) 25% Retail 90 Day Supply Tier 1 (Generics) $30 Tier 2 (Pref. Brands) $60 Tier 3 (NP Brands) $120 Tier 4 (Specialty) N/A Mail-Order 90 Day Supply Tier 1 (Generics) $0 Tier 2 (Pref. Brands) $40 Tier 3 (NP Brands) $80 Tier 4 (Specialty) N/A Part D Coverage Specifications Drug Formulary Most Comprehensive (Open) Coverage Gap Full-Coverage Lifestyle Drugs Covered No All Non-Part D Drugs Covered Yes Utilization Management Prior Authorizations, Quantity Limits and Step Therapy Greater of $3.40 forgeneric/multiple source drugs ($8.50 for all Catastrophic Coverage others) or 5% coinsurance Additional Part D Plan Considerations *Most specialty drugs can only be dispensed up to a 31-day supply at retail Part D Stipulations - The plan premium rate includes all Medicare Part D subsidies with no additional subsidy filing needed. - The catastrophic coverage phase begins once the true out-of-pocket costs has reached $5,100 as defined per CMS. - Network of over 66,000 locations including all major chains, super markets, and mom/pop stores. - Plan quoted contains broadest drug formulary including coverage for all medications eligible under Medicare Part D and covers Non-Part D drugs except for Part B drugs (covered by Medicare Part B). - All Part D drug plans are creditable coverage; therefore, Creditable Coverage Notices are not required. DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 Medical Supplement Financial Rate Summary Prepared for: City of Denton Plan: Med Supp - City of Denton - Medical Supplement Carrier: United American Rate Period: 1/1/2019 - 12/31/2019 Medical Supplement Premium - $173.00 PMPM Plan Design & Coverage Level Medicare Part A Services Part A Deductible $0 Part A Coinsurance $0 Skilled Nursing Facility Care (Days 1-20) Medicare pays all costs Skilled Nursing Facility Care (Days 21-100) Medicare pays all costs Medicare Part B Services Part B Deductible $0 Part B Coinsurance $0 Plan pays for 100% of the Medicare approved Clinical Laboratory Services amount Part B Excess Covered Yes Plan pays 80% of the billed charges for emergency care when traveling outside the U.S. Foreign Travel Coverage after you meet a $250 deductible for the calendar year. Medical Supplement Stipulations - Network open to any medical facility that accepts Medicare in all 50 states to include U.S. territories. - The proposed plan premium rate includes all insurance fees and administrative costs. - The rates provided are quoted on a full replacement basis. - A benefit period begins on the first day you receive service as an inpatient in a hospital and ends after you have been out of the hospital and have not received skilled care in any other facility for 60 days in a row. DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 EXHIBIT F CITY OF DENTON Aetna Medicare Rx§ Plan Rx $5/$10/$25/$60/$75 Benefits and Premiums are effective January 01, 2019 through December 31, 2019 PLAN DESIGN AND BENEFITS PROVIDED BY AETNA LIFE INSURANCE COMPANY PHARMACY - PRESCRIPTION DRUG BENEFITS Calendar-year deductible for prescription drugs$0 Prescription drug calendar year deductible must be satisfied before any Medicare Prescription Drug benefits are paid. Covered Medicare Prescription Drug expenses will accumulate toward the pharmacy deductible. Pharmacy Network S2 Your Medicare Part D plan is associated with pharmacies in the above network. To find a network pharmacy, you can visit our website (http://www.aetnaretireeplans.com). Formulary (Drug List)GRP B2 Plus Initial Coverage Limit (ICL) $3,820 The Initial Coverage Limit includes the plan deductible, if applicable. This is your cost sharing until covered Medicare prescription drug expenses reach the Initial Coverage Limit (and after the deductible is satisfied, if your plan has a deductible): Preferred Retail cost-Retail cost- mail order sharing up sharing up 5 Tier Plancost-sharing to a 30-day to a 90-day up to a 90- supplysupply day supply Tier 1 - Preferred Generic$5$15$12.50 Generic Drugs July 2018 17284_1 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 CITY OF DENTON Aetna Medicare Rx§ Plan Rx $5/$10/$25/$60/$75 Preferred Retail cost-Retail cost- mail order sharing up sharing up 5 Tier Plancost-sharing to a 30-day to a 90-day up to a 90- supplysupply day supply Tier 2 - Generic$10$30$25 Generic Drugs Tier 3 - Preferred Brand$25$75$62.50 Preferred Brand Drugs Tier 4 - Non-Preferred Brand$60$180$150 Non-Preferred Brand Drugs Tier 5 - Specialty$75Limited to Limited to Includes high-cost/unique one-month one-month generic and brand drugssupplysupply July 2018 17284_1 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 CITY OF DENTON Aetna Medicare Rx§ Plan Rx $5/$10/$25/$60/$75 Coverage Gap The Coverage Gap starts once covered Medicare prescription drug expenses have reached the Initial Coverage limit. Here’s your cost-sharing for covered Part D drugs between the Initial Coverage limit until you reach $5,100 in prescription drug expenses: Your former employer/union/trust provides additional coverage during the Coverage Gap stage for covered drugs. This means that you will generally continue to pay the same amount for covered drugs throughout the Coverage Gap stage of the plan as you paid in the Initial Coverage stage. Coinsurance-based cost-sharing is applied against the overall cost of the drug, prior to the application of any discounts or benefits. Catastrophic Coverage Your share of the cost for a covered drug will be 5% but not greater than the cost share amounts listed in the Initial Coverage Stage section above. Catastrophic Coverage benefits start once $5,100 in true out-of-pocket costs is incurred. Requirements: Precertification Applies Step-Therapy Does Not Apply Non-Part D Drug Rider •Agents when used for anorexia, weight loss, or weight gain •Prescription vitamins and mineral products, except prenatal vitamins and fluoride preparations •Agents when used for the symptomatic relief of cough and colds •Agents used to promote fertility •Agents used for cosmetic purposes or hair growth July 2018 17284_1 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 CITY OF DENTON Aetna Medicare Rx§ Plan Rx $5/$10/$25/$60/$75 You must use network pharmacies to receive plan benefits except in limited, non-routine circumstances as defined in the EOC. In these situations, you are limited to a 30 day supply. To find a network pharmacy, you can visit our website (http://www.aetnaretireeplans.com). Quantity limits and restrictions may apply. The formulary, pharmacy network and/or provider network may change at any time. You will receive notice when necessary. Your coverage is provided through a contract with your former employer/union/trust. The plan benefits administrator will provide you with information about your plan premium (if applicable). If you reside in a long-term care facility, your cost share is the same as at a retail pharmacy and you may receive up to a 31 day supply. Members who get “extra help” don’t need to fill prescriptions at preferred network pharmacies to get Low Income Subsidy (LIS) copays. Specialty pharmacies fill high-cost specialty drugs that require special handling. Although specialty pharmacies may deliver covered medicines through the mail, they are not considered “mail-order pharmacies.” So, most specialty drugs are not available at the mail-order cost share. You must continue to pay your Part B premium. See Evidence of Coverage for a complete description of plan benefits, exclusions, limitations and conditions of coverage. Plan features and availability may vary by service area. For mail-order, you can get prescription drugs shipped to your home through the network mail- order delivery program. Typically, mail-order drugs arrive within 7-10 days. You can call 1-888- 792-3862, (TTY users should call 711) 24 hours a day, seven days a week, if you do not receive your mail-order drugs within this timeframe. Members may have the option to sign-up for automated mail-order delivery. July 2018 17284_1 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 CITY OF DENTON Aetna Medicare Rx§ Plan Rx $5/$10/$25/$60/$75 Aetna receives rebates from drug manufacturers that may be taken into account in determining Aetna’s preferred drug list. Rebates do not reduce the amount a member pays the pharmacy for covered prescriptions. Pharmacy participation is subject to change. Participating physicians, hospitals and other health care providers are independent contractors and are neither agents nor employees of Aetna. The availability of any particular provider cannot be guaranteed, and provider network composition is subject to change. Your former employer/union/trust provides additional coverage during the Coverage Gap stage for covered drugs. This means that you will generally continue to pay the same amount for covered drugs throughout the Coverage Gap stage of the plan as you paid in the Initial Coverage stage. Coinsurance-based cost-sharing is applied against the overall cost of the drug, prior to the application of any discounts or benefits. Coinsurance is applied against the overall cost of the drug, before any discounts or benefits are applied. Aetna’s retiree pharmacy coverage is an enhanced Part D Employer Group Waiver Plan that is offered as a single integrated product. The enhanced Part D plan consists of two components: basic Medicare Part D benefits and supplemental benefits. Basic Medicare Part D benefits are offered by Aetna based on our contract with CMS. We receive monthly payments from CMS to pay for basic Part D benefits. Supplemental benefits are non-Medicare benefits that provide enhanced coverage beyond basic Part D. Supplemental benefits are paid for by plan sponsors or members and may include benefits for non-Part D drugs. Aetna reports claim information to CMS according to the source of applicable payment (Medicare Part D, plan sponsor or member). There are three general rules about drugs that Medicare drug plans will not cover under Part D. This plan cannot: July 2018 17284_1 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 CITY OF DENTON Aetna Medicare Rx§ Plan Rx $5/$10/$25/$60/$75 •Cover a drug that would be covered under Medicare Part A or Part B. •Cover a drug purchased outside the United States and its territories. •Generally cover drugs prescribed for “off label” use, (any use of the drug other than indicated on a drug's label as approved by the Food and Drug Administration) unless supported by criteria included in certain reference books like the American Hospital Formulary Service Drug Information, the DRUGDEX Information System and the USPDI or its successor. Additionally, by law, the following categories of drugs are not normally covered by a Medicare prescription drug plan unless we offer enhanced drug coverage for which additional premium may be charged. These drugs are not considered Part D drugs and may be referred to as “exclusions” or “non-Part D drugs”. These drugs include: •Drugs used for the treatment of weight loss, weight gain or anorexia •Drugs used for cosmetic purposes or to promote hair growth •Prescription vitamins and mineral products, except prenatal vitamins and fluoride preparations •Outpatient drugs that the manufacturer seeks to require that associated tests or monitoring services be purchased exclusively from the manufacturer as a condition of sale •Drugs used to promote fertility •Drugs used to relieve the symptoms of cough and colds •Non-prescription drugs, also called over-the-counter (OTC) drugs •Drugs when used for the treatment of sexual or erectile dysfunction Your Plan Includes Supplemental Coverage (Non-Part D Drug Rider) Your Plan Includes a Supplemental Benefit Prescription Drug Rider. Certain types of drugs or categories of drugs are not normally covered by Medicare prescription drug plans. These drugs are not considered Part D drugs and may be referred to as “exclusions” or “non-Part D drugs.” This plan offers additional coverage for some prescription drugs not normally covered. The amount paid when filling a prescription for these drugs does not count towards qualifying for catastrophic coverage. For those receiving Extra Help from Medicare to pay for prescriptions, the Extra Help will not pay for these drugs. July 2018 17284_1 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 CITY OF DENTON Aetna Medicare Rx§ Plan Rx $5/$10/$25/$60/$75 Non-Part D drugs covered under the Supplemental Benefit Prescription Drug Rider are: •Agents when used for anorexia, weight loss, or weight gain •Prescription vitamins and mineral products, except prenatal vitamins and fluoride preparations •Agents when used for the symptomatic relief of cough and colds •Agents used to promote fertility •Agents used for cosmetic purposes or hair growth Below is a list non-Part D drugs that are not covered under the Supplemental Benefit Prescription Drug Rider: •Agents when used for the treatment of sexual or erectile dysfunction (ED) •Non-prescription drugs •Outpatient drugs for which the manufacturer requires associated tests or monitoring services be purchased only from the manufacturer as a condition of sale Non-Part D drugs covered under the rider can be purchased at the appropriate plan copay. Copayments and other costs for these prescription drugs will not apply toward the deductible, initial coverage limit or true out-of-pocket threshold. Some drugs may require prior authorization before they are covered under the plan. The physician can call Aetna for prior authorization, toll free at 1-800-414-2386. You can call Member Services at the number on the back of your Aetna Medicare member ID card if you have questions. Aetna Medicare is a PDP, HMO, PPO plan with a Medicare contract. Our SNPs also have contracts with State Medicaid programs. Enrollment in our plans depends on contract renewal. You can read the aĻķźĭğƩĻ ε ƚǒ ЋЉЊВ Handbook. Every year in the fall, this booklet is mailed to people with Medicare. It has a summary of Medicare benefits, rights and protections, and answers to the most frequently asked questions about Medicare. If you don’t have a copy of this booklet, you can get it at the Medicare website (http://www.medicare.gov) or by calling 1-800- MEDICARE (1-800-633-4227), 24 hours a day, 7 days a week. TTY users should call 1-877-486- 2048. July 2018 17284_1 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 CITY OF DENTON Aetna Medicare Rx§ Plan Rx $5/$10/$25/$60/$75 ATTENTION: If you speak another language, language assistance services, free of charge, are available to you. Call 1-800-594-9390 (TTY: 711). Spanish: ATENCIÓN: si habla español, tiene a su disposición servicios gratuitos de asistencia lingüística. Llame al 1-800-594-9390 (TTY: 711). Traditional Chinese: 1-800 -594-9390 (TTY: 711). You can also visit our website at www.aetnaretireeplans.com. As a reminder, our website has the most up-to-date information about our provider network (Provider Directory) and our list of covered drugs (Formulary/Drug List). This information is not a complete description of benefits. Contact the plan for more information. Limitations, copayments, and restrictions may apply. Benefits, premium and/or co- payments/co-insurance may change on January 1 of each year. Plans are offered by Aetna Health Inc., Aetna Health of California Inc., and/or Aetna Life Insurance Company (Aetna). Not all health services are covered. See Evidence of Coverage for a complete description of benefits, exclusions, limitations and conditions of coverage. Plan features and availability may vary by location. If there is a difference between this document and the Evidence of Coverage (EOC), the EOC is considered correct. Information is believed to be accurate as of the production date; however, it is subject to change. For more information about Aetna plans, go to www.aetna.com. Please contact Customer Service toll-free at 1-800-594-9390 (TTY: 711) for additional information. Hours are 8 a.m. to 6 p.m. local time, Monday through Friday. ŷźƭ ķƚĭǒƒĻƓƷ źƭ ƓƚƷ źƓƷĻƓķĻķ Ʒƚ ĬĻ ƒĻƒĬĻƩΏŅğĭźƓŭ ğƭ źƷ ķƚĻƭ ƓƚƷ źƓĭƌǒķĻ ƷŷĻ ƩĻƨǒźƩĻķ ķźƭĭƌƚƭǒƩĻƭ͵ ***This is the end of this plan benefit summary*** ©2018 Aetna Inc. GRP_0009_662 July 2018 17284_1 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 Exhibit Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 EXHIBIT I DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 BUSINESS ASSOCIATE AGREEMENT City of Denton with offices at215 East McKinney Street, Denton, Texas 76201, and Labor First, LLC, with offices located at 3000 Midlantic Drive, Suite 101, Mount Laurel, NJ 08054, hereby enter into this Business Associate Agreement , effective this _____ day of _____________, 2018. Recitals A. The parties desire to comply with federal and state laws regarding the use and disclosure of individually identifiable health information, in particular with the provisions of the Public Law 104191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1996, Subtitle F Administrative Simplification, Sections 261, et seq., as amended (), and with Public Law 1115 of February 17, 2009, known as the American Recovery and Reinvestment Act of 2009, Title XII, Subtitle D Privacy, Sections 13400, et seq., the Health Information Technology and Clinical Health Act, as amended (HITECH, and regulations promulgated under these laws. B. The parties have accordingly agreed to enter into the following terms and conditions. Agreement Now therefore, in consideration of the promises set forth herein, the parties agree as follows: 1. Definitions. The parties agree that any capitalized terms in this Agreement shall have the same definition as given to them under HIPAA and HITECH and regulations promulgated under these laws. 2. Obligations of Business Associate. Business Associate agrees not to use or disclose any Individually Identifiable Health Information protected under state and federal law, including, but not limited to, Protected Health Information, that Business Associate receives from Covered Entity, or cr, except in connection with providing services to Covered Entity and as permitted or required by this Agreement or as Required By Law, and only if such use or disclosure does not otherwise cause a Breach of Unsecured PHI. Business Associate further agrees to the following: 2.1 Use of PHI: Business Associate agrees that it, and its agents, employees and subcontractors, shall: (a) Not use or disclose PHI in a manner that would violate applicable law regarding the confidentiality of PHI; and (b) To the extent feasible, minimize any Access, Use or Disclosure of PHI while performing obligations under this Agreement. 2.2. Safeguards: Business Associate shall implement and use Administrative Safeguards as required by 45 C.F.R. Section 164.308, Physical Safeguards as 1 6482558 v1 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 required by 45 C.F.R. Section 164.310, and Technical Safeguards as required by 45 C.F.R. Section 164.312 that reasonably and appropriately protect the Confidentiality, Integrity and Availability of PHI, including Electronic PHI that Business Associate creates, receives, maintains or transmits on behalf of Covered Entity. Business Associate shall also comply with the policies and procedures and documentation requirements of the HIPAA Security Rule, including, but not limited to, 45 C.F.R. Section 164.316. 2.3. Reporting: Business Associate shall report to the Privacy Officer of Covered Entity any Breach of PHI by Business Associate, its agents or subcontractors without unreasonable delay but in no case later than 5 calendar days of Discovery. Reports shall include, to the extent possible: A description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known; A description of the types of Unsecured PHI that were involved in the Breach; Any steps individuals should take to protect themselves from potential harm resulting from the Breach; and a description of what Business Associate is doing to investigate the Breach, to mitigate harm to individuals, and to protect against any further Breaches. Business Associate shall also promptly report in electronic form to the Security Officer of Covered Entity any Security Incident relating to Electronic PHI of which Business Associate becomes aware. 2.4 Workforce and Agents: Business Associate represents and warrants that it shall not disclose PHI to any member of its workforce, or to any of its agents or subcontractors, unless such person has a need to know the PHI. Business Associate shall also ensure that the requirements of this Agreement are incorporated into each agreement with any agent or subcontractor to whom Business Associate discloses PHI, and that each such agent and/or subcontractor shall agree in writing to be bound to the same terms and conditions that apply to Business Associate with respect to PHI. In addition, Business Associate shall ensure that any agent or subcontractor to whom Business Associate discloses PHI shall implement reasonable and appropriate safeguards to protect the PHI. Business Associate shall not disclose any PHI to any agent or subcontractor that is located outside of the United States of America without the express written consent of Covered Entity. 2.5. Access to PHI: Upon the request by Covered Entity, Business Associate shall promptly provide PHI to Covered Entity to permit any individual whose PHI is maintained by Business Associate to have access to and to copy his/her PHI in accordance with 45 C.F.R. §164.524 and applicable state law. Such PHI shall be produced in the format requested by Covered Entity, unless it is not readily producible in such format, in which case it shall be produced in hard copy format. If an individual contacts Business Associate directly for such access, Business Associate shall direct the individual to contact the Covered Entity. This requirement to provide access to the PHI shall only apply if the Designated Record Set. 2 6482558 v1 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 2.6. Amendment of PHI: Upon the request of Covered Entity, Business Associate shall amend PHI and/or make PHI available to Covered Entity for amendment, in such manner as Covered Entity may from time to time request, in accordance with 45 C.F.R. §164.526 and applicable state law. If an individual contacts Business Associate directly to amend PHI, Business Associate shall direct the individual to contact the Covered Entity. This requirement to amend the PHI shall only apply if the PHI in Business ated Record Set. 2.7. Accounting of Disclosures of PHI: Upon the request of Covered Entity, Business Associate shall provide to Covered Entity an accounting of all disclosures of PHI in order for Covered Entity to comply with 45 C.F.R. §164.528, the HITECH Act and regulations promulgated thereunder. Business Associate shall provide the date of the disclosure, the name and, if known, the address of the recipient of the PHI, a brief description of the PHI disclosed, and the purpose of the disclosure. If an individual contacts Business Associate directly for such an accounting, Business Associate shall direct the individual to contact the Covered Entity. 2.8 Restrictions on Disclosures of PHI: Business Associate shall not disclose PHI to a Health Plan for Payment or Health Care Operations if the PHI pertains solely to a health care item or service for which the health care provider involved has been paid out of pocket in full. 2.9 Limited Data Set and Minimum Necessary: Business Associate and its agents or subcontractors shall request from Covered Entity and so use and disclose only the Limited Data Set or, if needed by Business Associate, the Minimum Necessary PHI necessary to accomplish the purpose of the request, use, or disclosure. In all cases, Business Associate agrees to comply with guidance issued from time to time by the Secretary of Health and Human Services regarding Minimum Necessary. 2.10 Prohibition on Sale of PHI and use of PHI for Marketing: Business Associate shall not directly or indirectly receive remuneration in exchange for any PHI, except with prior written consent of Covered Entity and in accordance with patient authorization requirements at 45 C.F.R. 164.508. Business Associate may only use or disclose PHI for Fundraising or Marketing purposes in compliance with HIPAA, HITECH Act and state law. 2.11 Audits and Inspections: Business Associate shall make its internal practices, books, and records relating to the use and disclosure of PHI, as defined under this Agreement, available to the Secretary of the United States Department of and Business Associates compliance with applicable law. Business Associate shall make its internal practices, books, and records relating to the Use and Disclosure of PHI available to Covered Entity compliance with this Agreement and applicable law. 3 6482558 v1 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 2.12 Mitigation Procedures: Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI in violation of this Agreement. 2.13 INDEMNIFICATION: TO THE EXTENT PERMITTED BY LAW, EACH PARTY AGREES TO INDEMNIFY AND DEFEND, AND HOLD HARMLESS THE OTHER PARTY, AND ANY OF ITS OFFICERS, DIRECTORS, ATTORNEYS, AGENTS OR EMPLOYEES, FROM ALL CLAIMS, COSTS (INCLUDING COSTS OF SETTLEMENT AND SSES, DAMAGES, LIABILITIES AND PENALTIES ARISING FROM OR CONNECTED WITH THE BREACH BY THE INDEMNIFYING PARTY OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS, SUBCONTRACTORS OR EMPLOYEES, OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO PHI. THIS PROVISION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. 2.14 If Covered Entity is subject to the Red Flags Rule (found at 16 C.F.R. §681.1 et seq.), Business Associate agrees to assist Covered Entity in complying with its Red Flags Rule obligations by: (a) implementing policies and procedures to detect relevant Red Flags (as defined under 16 C.F.R. §681.2); (b) taking all steps necessary to comply with the policies and procedures of Covered third party who performs services on its behalf in connection with covered accounts of Covered Entity agrees to implement reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft; and (d) alerting Covered Entity of any Red Flag incident (as defined by the Red Flag Rules) of which it becomes aware, the steps it has taken to mitigate any potential harm that may have occurred, and provide a report to Covered Entity of any threat of identity theft as a result of the incident. 3. Management and Administration. Business Associate and its respective agents, responsibilities; provided, however, that the disclosures are Required By Law or Business Associate has received from any third party recipient of PHI written assurances that (i) the PHI will be held confidentially and used or further disclosed only as required by law or for the purposes for which it was disclosed to the third party, and (ii) the third party will notify Business Associate of any instances of which the third party becomes aware that the confidentiality of the PHI has been breached. 4. Obligations of Covered Entity. 4.1. Authorizations: Covered Entity shall obtain from individuals any applicable consents, authorizations and other permissions necessary or required by law for Covered Entity and Business Associate to fulfill their obligations under 4 6482558 v1 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 this Agreement. Covered Entity shall not require Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA. 4.2. Restrictions: Covered Entity shall promptly notify Business Associate in writing of any restrictions in the use or disclosure of PHI about individuals to perform its obligations under this Agreement. 4.3. Revocations: Covered Entity shall promptly notify Business Associate in writing of any changes in, or revocation of, permission by an individual relating to the use or disclosure of PHI, if such changes or revocation may Agreement. 5. Termination. 5.1. Breach: Without limiting the rights of the parties under this Agreement, if Business Associate breaches its obligations under this Agreement, Covered opportunity to cure the breach within thirty (30) days. If such cure is not possible within thirty (30) days, Covered Entity may terminate this Agreement immediately thereafter. If such termination is not feasible, Covered Entity shall report this breach to the Secretary. 5.2. Automatic Termination: This Agreement shall automatically terminate upon the termination of a contract between Covered Entity and Business Associate for the Supply of Post-65 Retiree Medical and Prescription Insurance Coverage or the mutual agreement of the parties, whichever is first. 5.3. Procedure upon Termination: Upon termination of this Agreement, Business maintains in any form, and shall retain no copies of PHI, if feasible. Business Associate shall certify to Covered Entity that Business Associate has request (to the extent feasible). If the parties agree that the return or destruction of PHI is not feasible, Business Associate shall continue to extend the protections of this Agreement to the PHI, and limit further use of the PHI to those purposes that make the return or destruction of the PHI infeasible. Business Associate shall notify Covered Entity what PHI Business Associate shall retain. This obligation on Business Associate shall survive any termination of this Agreement. 6. Amendment. The parties agree to take such action as is necessary to amend this Agreement to the extent required from time to time in order to comply with HIPAA or other applicable law. The parties agree that this Agreement may only be modified by mutual written amendment, signed by both parties, effective on the date set forth in the amendment. 5 6482558 v1 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 7. No Third Party Beneficiaries. Unless otherwise set forth herein, nothing contained herein is intended nor shall be construed to create rights running to the benefit of third parties. 8. Entire Agreement. This Agreement (together with any recitals and exhibits, which are hereby incorporated by this reference) constitutes the entire understanding and agreement between the parties relating to PHI, and it supersedes any and all prior or contemporaneous agreements, representations and understandings of the parties. 9. Waiver. Any failure of a party to insist upon strict compliance with any term, undertaking or condition of this Agreement shall not be deemed to be a waiver of such term, undertaking or condition. To be effective, a waiver must be in writing, signed and dated by the parties to this Agreement. 10. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same instrument. Any photocopy of this executed Agreement may be used as if it were the original. 11. Governing Law. Notwithstanding any other provision to the contrary, this Agreement shall be governed and construed in accordance with the laws of the State of Texas. IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed by their authorized representatives on these respective dates: Dated: City of Denton By Name: Todd Hileman Title: City Manager THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. ________________ _______________ SIGNATURE PRINTED NAME ________________________________ TITLE ________________________________ DEPARTMENT 6 6482558 v1 DocuSign Envelope ID: 074088B9-DA3B-41AE-B881-ECDEFACF4BF7 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ Dated: Labor First, LLC By Name Title 7 6482558 v1 Certificate Of Completion Envelope Id: 074088B9DA3B41AEB881ECDEFACF4BF7Status: Completed Subject: Please DocuSign: City Council Contract 6807 Source Envelope: Document Pages: 62Signatures: 12Envelope Originator: Certificate Pages: 6Initials: 0Cindy Alonzo AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-08:00) Pacific Time (US & Canada)Cynthia.Alonzo@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Cindy AlonzoLocation: DocuSign 10/9/2018 2:13:54 PM Cynthia.Alonzo@cityofdenton.com Signer EventsSignatureTimestamp Cindy AlonzoSent: 10/9/2018 2:35:46 PM Completed cynthia.alonzo@cityofdenton.comViewed: 10/9/2018 2:36:06 PM Senior BuyerSigned: 10/9/2018 2:37:10 PM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 10/9/2018 2:37:14 PM mack.reinwand@cityofdenton.comViewed: 10/9/2018 2:47:24 PM City of DentonSigned: 10/9/2018 2:49:43 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Anthony V. Frasco, CPASent: 10/9/2018 2:49:47 PM afrasco@laborfirst.comViewed: 10/10/2018 6:23:37 AM PRESIDENT & CFOSigned: 10/10/2018 6:32:28 AM LABOR FIRST LLC dba Retiree First Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 50.233.155.114 (None) Electronic Record and Signature Disclosure: Accepted: 10/10/2018 6:23:37 AM ID: 339c830e-ab7d-462f-a3ec-f37d7a41dd7e Carla RomineSent: 10/10/2018 6:32:32 AM Carla.Romine@cityofdenton.comViewed: 10/10/2018 9:14:55 AM Human Resources DirectorSigned: 10/10/2018 9:16:12 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 10/10/2018 9:14:55 AM ID: 3d2b51e6-7028-49fe-8282-40cc5ec0878e Signer EventsSignatureTimestamp Tabitha MillsopSent: 10/10/2018 9:16:15 AM Completed tabitha.millsop@cityofdenton.comViewed: 10/17/2018 6:28:17 AM City of DentonSigned: 10/17/2018 6:29:28 AM Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd HilemanSent: 10/17/2018 6:29:33 AM Todd.Hileman@cityofdenton.comViewed: 10/17/2018 7:01:02 AM City ManagerSigned: 10/17/2018 7:01:13 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer WaltersSent: 10/17/2018 7:01:17 AM jennifer.walters@cityofdenton.comViewed: 10/18/2018 1:09:27 PM City SecretarySigned: 10/18/2018 1:10:06 PM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Sherri ThurmanSent: 10/9/2018 2:37:13 PM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 10/17/2018 6:29:32 AM jane.richardson@cityofdenton.comViewed: 10/18/2018 1:22:44 PM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy EventsStatusTimestamp Jennifer BridgesSent: 10/18/2018 1:10:11 PM jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 10/18/2018 1:10:12 PM jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Linda KileSent: 10/18/2018 1:10:14 PM Linda.Kile@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Brenda CresapSent: 10/18/2018 1:10:15 PM bcresap@laborfirst.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted10/18/2018 1:10:16 PM Certified DeliveredSecurity Checked10/18/2018 1:10:16 PM Signing CompleteSecurity Checked10/18/2018 1:10:16 PM CompletedSecurity Checked10/18/2018 1:10:16 PM Payment EventsStatusTimestamps 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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