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' � � ' • . # . � � • � •• . ��,, ' I � • #• RFP NUMBER CONT CTOR AMO aaaT r .�...a. �,�,,,..��..� _ww� 6826 Delta Dental Insurance Company $6,509,000 6826 United HealthCare Services, Inc. $625,600 • :• -. -� -. r.�♦ � . � -.��, - �- -� . � - � -r • wr� ' . -• . � . ♦ . �- � � ' _ - • �� . • - . � r - -� � ♦'�� . - -� . - � , � �� • ` �� • ` � - � - . � � � . . . . , •- � . •. • . - . • w - �- -� ♦ . - - ' +�• . . � SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. S TION 4. The City Council of the City of Denton, Texas hereby expressly delegates the .......EC ....................... authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 6826 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. motion to approve this ordinance was he o dina ce� was r�� c��and a roved and seconded by The � � � b the followin � � � �� .... �� __-_---__ � I �� a " � PP Y g .�s,. � �'�`�4��, � °�'.. � �'` ..Nd Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G, Briggs, District 2: Don Duff, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5; Paul Meltzer, At Large Place 6: Aye Nay Abstain Absent � ' °' � ' � �" s�.��iti��' a� [" w �.'�� .'.'`'�,��=-- 2018. 1 ��a��",f� �u�� 1� � [�.��Vl�,�� ;��a�; t��. � � ...�.�.....� .,_ _ � �� ' �"� __� � .. ... .�. � ,�� CHRIS WATTS, �I.Y(�3�t.. ATTEST: JENNIFER WALTERS, CITY SECRETARY �„.„� �, � � �� ,mm BY• ,,� �� ^�� r �_.� ., � � � � � ...... � — � �,�� APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY ,��` � �� -� � . � �_ �_:�_ ��_�� BY: � � � �� <,� �� " � � �� ... �m . . � ��. � ..� �..�n.. ........ DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND DELTA DENTAL INSURANCE COMPANY (CONTRACT 6826) THIS CONTRACT is made and entered into this date ______________________, by and between Delta Dental Insurance Company a Delaware corporation, whose address is 1807 N. Market Street, Wilmington, DE 19802, 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 accordance with the City’s document RFP 6826 - Voluntary Dental Insurance Benefits, 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 (Exhibit “A”); (b)City of Denton’s RFP 6826(Exhibit “B” on File at the Office of the Purchasing Agent); (c)City of Denton Standard Terms and Conditions (Exhibit “C”); (d)Insurance Requirements (Exhibit “D”); (e)Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f)Contractor’s Proposal(Exhibit "F"); (g)DPO Group Dental Provider Organization Insurance Contract (Exhibit “G”); (h)House Bill 89 Verification (Exhibit “H”) (i)Senate Bill 252 Certification (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 above. These documents shall be referred to collectively as “Contract Documents.” 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 # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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 # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Exhibit A Special Terms and Conditions 1.Total Contract Amount The contract total for services shall not exceed $6,509,000. Pricing shall be per Exhibit G attached. 2.Contract Terms The contract term will be three (3) years with the option to renew for two (2) additional years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Exhibit B City of Denton’s RFP 6826(on File at the Office of the Purchasing Agent) Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to 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 be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or 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, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1.CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with 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 and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, 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. 6.DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include 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 has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall 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 itself as to the nature of the City’s service requirements and specifications, the location and 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 in any way affect performance of the Contractor’s obligations 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, City Staff, participants and others on or near the City’s facilities. 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, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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 Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall 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 the Contractor’s 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 release after each delivery. 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 and the master agreement number if applicable, the Department’s Name, and 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 waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. 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: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the 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 City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to 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 negotiated. Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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 Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City 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 and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to 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 except as provided in the Contractor’s Plan. The Contractor shall not substitute 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 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 Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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 manufacture, and conform in all material respects to the specifications, drawings, and descriptions Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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-conforming deliverables with fully conforming deliverables, at the City’s option 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 not impair the City’s rights under this section. 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 manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 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 of the breach warranty, but failure to give timely notice shall not impair the City’s rights under 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 reduce the amount of services it may be required to purchase under the Contract from the Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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 claims, costs, losses and damages attributable to the City’s evaluation of and determination to 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 question the other party’s intent to perform, demand may be made to the other party for written 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 Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to 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 ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s 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, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and 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 Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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 limited to the agents, officers and employees of the City, the Contractor, the Contractor’s 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 PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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 Exhibit D 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. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and 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. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by 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 will accept workers’ compensation coverage written by the Texas Workers’ Compensation 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 solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance 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 Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within 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 Contractor’s ability to perform thereunder, the Contractor shall give 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 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 in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices 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 Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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 other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this 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-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that 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 require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the 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, 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, Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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. 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 interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, 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. 40.ADVERTISING: The Contractor shall not advertise or publish, without the City’s 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 Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall 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, worker’s compensation, 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 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: Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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 Contractor will share the mediator’s fees equally and the parties will bear their own costs of 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: New Year’s Day (observed) MLK Day Memorial Day 4th of July Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (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 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: No Offeror, or Offeror’s agent, shall engage in any 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: No Offeror, or Offeror’s agent, shall 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- Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 (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 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 Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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 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, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under 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 Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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. Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Exhibit D INSURANCE REQUIREMENTS AND WORKERS COMPENSATION 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 # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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 # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 \[X\] 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 on an occurrence" basis and the policy shall be issued by the same insurance company 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 # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 \[ \] 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 The Contractor shall provide coverage for Riggers Liability. Said coverage may be provided by a Riggers Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Riggers Liability Coverage form. 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 portion of this coverage should be written on a blanket basis to cover all employees, 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 # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 ATTACHMENT 1 \[\] Workers’ Compensation Coverage for Building or Construction Projects for 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 # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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 # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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. The contractors failure to comply with any of these provisions is a breach of 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 # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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 Commission’s website within seven business days. Contract # 6826 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 wĻƭƦƚƓķĻƓƷγƭ .ǒƭźƓĻƭƭ bğƒĻʹDelta Dental Insurance Company tƩźƓĭźƦğƌ tƌğĭĻ ƚŅ .ǒƭźƓĻƭƭ Λ/źƷǤ ğƓķ {ƷğƷĻΜ Alpharetta, GA Best and Final Offer - RFP 6826 Voluntary Dental and Vision Benefits ŷĻ ƩĻƭƦƚƓķĻƓƷ ƭŷğƌƌ ĭƚƒƦƌĻƷĻ ƷŷĻ ŅƚƌƌƚǞźƓŭ ƭĻĭƷźƚƓͲ Ǟŷźĭŷ ķźƩĻĭƷƌǤ ĭƚƩƩĻƭƦƚƓķƭ Ʒƚ ƷŷĻ ƭƦĻĭźŅźĭğƷźƚƓƭ͵ ŷĻ ĭƚƓƷƩğĭƷƚƩ ƭŷğƌƌ ƓƚƷ ƒğƉĻ ĭŷğƓŭĻƭ Ʒƚ Ʒŷźƭ ŅƚƩƒğƷ͵ Product Proposal Pricing: Item # Product Description High Plan Low Plan SECTION A- Dental (1 Year Rate Guarantee) 9ƒƦƌƚǤĻĻ hƓƌǤ υЎЊ͵ЏЍυЋЋ͵ЍЏ 9ƒƦƌƚǤĻĻ њ {ƦƚǒƭĻ υВБ͵ЏБυЍА͵ЋЉ 9ƒƦƌƚǤĻĻ њ /ŷźƌķΛƩĻƓΜ υЊЉЉ͵ЎВυЎБ͵АБ 9ƒƦƌƚǤĻĻ њ CğƒźƌǤ υЊЎЉ͵ЍЏυБЌ͵ЍЎ SECTION D- RATE GUARANTEE (YES) wğƷĻ DǒğƩğƓƷĻĻ 5ĻƓƷğƌʹ CƩƚƒ ЊΉЊΉЊВ ƚ ЊЋΉЌЊΉЋЉͲ wĻƓĻǞğƌ wğƷĻ /ğƦʹ Џі DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Delta Dental Insurance Company CITY OF DENTON deltadentalins.com Group No: 19841 Effective Date: January 1, 2019 ENT-DPO-TX-E DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 City of DentonDental PlanEvidence of Coverage Table ofContents TEXAS NOTICE OF COMPLAINT.......................................................................................................2 INTRODUCTION.................................................................................................................................3 DEFINITIONS......................................................................................................................................3 PREMIUMS.........................................................................................................................................5 ELIGIBILITY AND ENROLLMENT.......................................................................................................6 CONDITIONS UNDER WHICH BENEFITS ARE PROVIDED..............................................................6 SELECTING YOUR PROVIDER........................................................................................................10 CLAIMS APPEAL..............................................................................................................................10 GENERAL PROVISIONS..................................................................................................................12 Attachments TEXAS LIFE AND HEALTH INSURANCE GUARANTY ASSOCIATION ATTACHMENT A:DEDUCTIBLES, MAXIMUMS AND CONTRACT BENEFIT LEVELS ATTACHMENT A-1: MAXIMUM ENHANCEMENT ATTACHMENT B: SERVICES, LIMITATIONS AND EXCLUSIONS NOTICE OF PRIVACY PRACTICES AND CONFIDENTIALITY OF YOUR HEALTH CARE INFORMATION ENT-DPO-TX-E119841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 City of DentonDental PlanEvidence of Coverage TEXAS NOTICE OF COMPLAINT IMPORTANT NOTICE AVISO IMPORTANTE To obtain information or make a complaint: Para obtener información o para presentar una queja: You may call Delta Dental Insurance Companys toll-free number for information or to make a Usted puede llamar al número de teléfono gratuito complaint at: de Delta Dental Insurance Companys para obtener información o para presentar una queja al: 1-800-521-2651 1-800-521-2651 You may also write to Delta Dental Insurance Company at: Usted también puede escribir a Delta Dental Insurance Company al: Delta Dental Insurance Company P.O. Box 1809 Delta Dental Insurance Company Alpharetta, GA 30023 P.O. Box 1809 Alpharetta, GA 30023 You may contact the Texas Department of Insurance to obtain information on companies, Usted puede comunicarse con el Departamento de coverages, rights or complaints at: Seguros de Texas para obtener información sobre compañías, coberturas, derechos, o quejas al: 1-800-252-3439 1-800-252-3439 You may write the Texas Department of Insurance at: Usted puede escribir al Departamento de Seguros de Texas a: P.O. Box 149104 P.O. Box 149104 Austin, TX 78714-9104 Austin, TX 78714-9104 Fax: (512) 490-1007 Fax: (512) 490-1007 Web: www.tdi.texas.gov Sitio web: www.tdi.texas.gov Email: ConsumerProtection@tdi.texas.gov Email: ConsumerProtection@tdi.texas.gov PREMIUM OR CLAIM DISPUTES: DISPUTAS POR PRIMAS DE SEGUROS O RECLAMACIONES: Should you have a dispute concerning your premium or about a claim, you should contact Si tiene una disputa relacionada con su prima de your agent or Delta Dental Insurance Company seguro o con una reclamación, usted debe first. If the dispute is not resolved, you may comunicarse con el agente o Delta Dental contact the Texas Department of Insurance. Insurance Company primero. Si la disputa no es resuelta, usted puede comunicarse con el ATTACH THIS NOTICE TO YOUR POLICY: Departamento de Seguros de Texas. This notice is for information only and does not become a part or condition of the attached ADJUNTE ESTE AVISO A SU PÓLIZA: document. Este aviso es solamente para propósitos informativos y no se convierte en parte o e n condición del documento adjunto. ENT-DPO-TX-E219841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 City of DentonDental PlanEvidence of Coverage INTRODUCTION We are pleased to welcome you to the group dental plan for City of Denton. Your plan is underwritten and administered by Delta Dental Insurance Company(Delta Dental). Our goal is to provide you with the highest quality dental care and to help you maintain good dental health. We encourage you not to wait until you have a problem to see the Provider, but to see him/her on a regular basis. Using This Certificate of Coverage This Certificate of Coverage booklet, which includes Attachment A, Deductibles, Maximums and Contract Benefit Levels (Attachment A) and Attachment B, Services, Limitations and Exclusions (Attachment B), discloses the terms and conditions of your coverage and is designed to help you make the most of your dental plan. It will help you understand how the plan works and how to obtain dental care. Please read this booklet completely and carefully. Keep in mind that you and your mean the individuals who are covered. We, us and our always refer to Delta Dental. In addition, please read the Definitions section, which will explain any words that have special or technical meanings under the Contract. The benefit explanations contained in this booklet are subject to all provisions of the Contract on file with your employer, trust fund, or other entity (Contractholder) and do not modify the terms and conditions of the Contract in any way, norshall you accrue any rights because of any statement in or omission from this booklet. This booklet is not a Summary Plan Description to meet the requirements of ERISA. Notice:This booklet is a summary of your group dental plan and must be in effect at the time covered dental services are provided. This information is not a guarantee of covered benefits, services or payments. Contact Us For more information please visit our website at deltadentalins.comor call our Customer Service Center.A Customer Service Representative can answer questions you may have about obtaining dental care, help you locate a Delta DentalProvider, explain benefits, check the status of a claim, and assist you in filing a claim. You can access our automated information line at 888-858-5252during regular business hours to obtain information about Enrollee eligibility and benefits, group benefits, or claim status, or to speak to a Customer Service Representative for assistance.If you prefer to write us with your question(s), please mail your inquiry to the following address: Delta Dental Insurance Company P.O. Box 1809 Alpharetta, GA 30023-1809 THE INSURANCE POLICY UNDER WHICH THIS CERTIFICATE IS ISSUED IS NOT A POLICY OF WORKERS COMPENSATION INSURANCE. YOU SHOULD CONSULT YOUR EMPLOYER TO DETERMINE WHETHER YOUR EMPLOYER IS A SUBSCRIBER TO THE WORKERS COMPENSATION SYSTEM. DEFINITIONS Terms when capitalized in your Evidence of Coverage booklet have defined meanings, given in the section below or throughout thebooklet sections. Accepted Fee:the amount the attending Provider agrees to accept as payment infull for services rendered. Benefits:covered dental services provided under the terms of the Contract. Calendar Year:the 12 months of the year from January 1 through December 31. ENT-DPO-TX-E319841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 City of DentonDental PlanEvidence of Coverage Claim Form:the standard form used to file a claim or request Pre-Treatment Estimate. Contract:the agreement between Delta Dentaland the Contractholder, including any attachments. Contract Benefit Level:the percentage of the Maximum Contract Allowance that Delta Dentalwill pay after the Deductible has been satisfied as shown in Attachment A. Contractholder:the employer, union or other organization or groupas named hereincontracting to obtain Benefits. Contract Year:the 12 months starting on the Effective Date and each subsequent 12month period thereafter. Deductible:a dollar amount that an Enrollee and/or the Enrollees family (for family coverage) must pay for certain covered services before Delta Dental begins paying Benefits. Delta Dental Premier Contracted Fee:the fee for a Single Procedure covered under the Contract that a Premier Provider has contractually agreed to accept as payment in full for covered services. ® Delta Dental PremierProvider (Premier Provider):a Provider who contracts with Delta Dentalor any other member company of the Delta Dental Plans Association and agrees to accept the Delta Dental Premier Contracted Fee as payment in full for covered services provided under a plan. A Premier Provider also agrees to complywith Delta Dentals administrative guidelines. Dependent Enrollee: an Eligible Dependent enrolled to receive Benefits. DPO: a Dental Provider Organization. DPO Contracted Fee:the fee for each Single Procedure covered under the Contract that a DPO Provider has contractually agreedto accept as payment in full for covered services. DPOProvider (DPO Provider):a Provider who contracts with Delta Dental or any other member company of the Delta Dental Plans Association and agrees to accept the DPO Contracted Fee contracted fees as payment in full for covered services provided under a DPO dental plan. A DPO Provider also agrees to comply with Delta Dentals administrative guidelines. Effective Date:the original date the Contractstarts. This date is given on this bookletscoverandAttachment A. Eligible Dependent:a dependent of an Eligible Employee eligible for Benefits. Eligible Employee:anyemployeeas eligible for Benefits. Enrollee:an Eligible Employee (Primary Enrollee) or an Eligible Dependent (Dependent Enrollee) enrolled to receive Benefits. Enrollee Pays:Enrollees financial obligation for services calculated as the difference between the amount shown as the Accepted Fee and the portion shown as Delta Dental Pays on the claims statement when a claim is processed. Enrollees Effective Date of Coverage: the date the Contractholder reports coverage will begin for each Primary Enrollee and each Dependent Enrollee. Maximum:is the maximum dollar amount (Maximum Amount or Maximum) Delta Dental will pay toward the cost of dental care. Enrollees must satisfy costs above this amount. Delta Dental will pay the Maximum Amount(s), if applicable, shown in Attachment A for Benefits under the Contract. Maximum Contract Allowance:the reimbursement under the Enrollees benefit plan against which Delta Dental calculates its payment and the Enrollees financial obligation. Subject to adjustment for extreme difficulty or unusual circumstances, the Maximum Contract Allowance for services provided: by a DPO Provider is the lesser of the Providers Submitted Fee or the DPO Contracted Fee. by a Premier Provider is the lesser of the Providers Submitted Fee or the Delta Dental Premier Contracted Fee. by a Non-Delta Dental Provider is the lesser of the Providers Submitted Fee or the Program Allowance. ENT-DPO-TX-E419841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 City of DentonDental PlanEvidence of Coverage Non-Delta DentalProvider:a Provider who is not a DPOProvider or a Premier Provider andis not contractually bound to abide byDelta Dentals administrative guidelines. Open Enrollment Period:the month of the year during which employees may change coverage for the next Contract Year. Pre-Treatment Estimate:an estimation of the allowable Benefits under the Contract for the services proposed, assuming the person is an eligible Enrollee. Primary Enrollee:an Eligible Employee enrolled in the plan to receive Benefits; may also be referred to as Enrollee. © Procedure Code:the Current Dental Terminology(CDT) number assigned to a Single Procedure by the American Dental Association. Program Allowance:the maximum amount Delta Dental will reimburse for a covered procedure. Delta Dental sets the Program Allowance for each procedure through a review of proprietary data by geographic area. The Program Allowance may vary by the contracting status of the Provider and/or the Program Allowance selected by the Contractholder. Provider:a person licensed to practice dentistry when and where services are performed. A Provider shall also include a dental partnership, dental professional corporation or dental clinic. Qualifying Status Change:a change in: marital status (marriage, divorce, annulment or death); number of dependents (a childs birth, adoption of a child, placement of child for adoption, institution of a suit wherein the insured seeks to adopt a child, addition of a step or foster child or death of a child); employment status (change in employment status of Enrolleeor Eligible Dependent); dependent child ceases to satisfy eligibility requirements; residence (Enrollee, dependent Spouseor child moves); acourt order requiring dependent coverage; or any other current or future election changes permitted by Internal Revenue CodeSection 125. Single Procedure:a dental procedure that is assigned a separate Procedure Code. Spouse: a person related to or a partner of the Primary Enrollee: as defined and as may be required to be treated as a Spouse by thelaws of the state where theContract is issued and delivered; as defined and as may be required to be treated as a Spouse by the laws of the state where the Primary Enrollee resides; and as may be recognized by the Contractholder. Submitted Fee:the amount that the Provider bills and enters on a claim for a specific procedure. PREMIUMS You are required to contribute towards the cost of your coverage. You are required to contribute towards the cost of your DependentEnrollees coverage. We may cancel the Contract 31days after written notice to the Contractholder if monthly premiums are not paid when due. ENT-DPO-TX-E519841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 City of DentonDental PlanEvidence of Coverage ELIGIBILITY AND ENROLLMENT Eligibility Requirements You will become eligible to receive Benefits on the date stated in the Contract after completing any eligibility periods required by the Contractholder as stated in the Contract. If your dependents are covered, they will be eligible when you are or as soon as they become dependents. Dependents are the Primary Enrollees Spouse and unmarried dependent children from birth to age 26. Children include natural children, stepchildren, foster children, adopted children, children placed for adoption and children of a partner as recognized by the Contractholder, children for which you have been appointed legal guardian, and children for whom you have become party to a suit in which you seek to adopt. Newborn infants are eligible from the moment of birth. Adopted children are eligible from the date of placement for adoption and from the date you become party to a suit in seeking to adopt the child(ren) or final decree of adoption, whichever occurs first. The dependents of Primary Enrollees are eligible to enroll on the same date that the employee, of whom they are a Dependent, becomes a Primary Enrollee. Later-acquired dependents become eligible as soon as they acquire dependent status. Unmarried grandchildren who are less than 26years of age and are a dependent of the Primary Enrollee for federal income tax purposes at the time of application for coverage of the grandchild is made. Coverage for said grandchild(ren) may not be terminated solely because the grandchild(ren) is/are no longer dependent upon the Primary Enrollee for federal income tax purposes. Unmarried dependent children, including grandchildren, less than 26years of age for whom the Primary Enrollee is required to insure under a medical support order issued under Chapter 154 Family Code or enforceable by a court in Texas. Said dependent child(ren) may request to be covered under the Primary Enrollees coverage. Newborn infants are eligible from the moment of birth and coverage continues for a period of 31 days. However, an additional Premium may be required for the initial period of coverage of the newborn. In order for coverage of a newborn to continue beyond the initial 31 day period, you must notify Delta Dental of the birth of the newborn and pay any additional Premium required to maintain coverage. An overage unmarried dependent child, including grandchild may be eligible if: (1)he or she is incapable of self-sustaining employment because of a physically or mentally disabling injury, illness or condition that began prior to reaching the limiting age; (2)he or she is chiefly dependent on the eligible employee for support; and (3)proof of dependent childs disabilityis provided within 31 days of request. Such requests will not be made more than once a year following a two year period after this dependent reaches the limiting age. Eligibility will continue as long as the dependent relies on the eligible employee for support because of a physically or mentally disabling injury, illness or condition that began before he or she reached the limiting age. Dependents serving active military duty are not eligible, as they are typically covered under health and dental insurance provided by the military while they are on active duty. Enrollment Requirements If the Contractholder is paying all premiums for you and your dependents, everyone is automatically enrolled. If you are paying all or a portion of premiums for yourself or your dependents then: You must enroll within 31 days after the date you become eligible or during an Open Enrollment Period. All dependents must be enrolled within 31 days after they become eligible or during an Open Enrollment Period. If you elect dependent coverage, you must enroll all of your Dependent Enrollees for coverage. You must pay Premiums in the manner elected by the Contractholder and approved by us. Coverage cannot be dropped or changed other than during an Open Enrollment Period or because of a Qualifying Status Change. ENT-DPO-TX-E619841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 City of DentonDental PlanEvidence of Coverage If you pay Premiums for your Dependent Enrollees, you must pay the Premiums in the manner elected by the Contractholder and approved by us until your dependents are no longer eligible or until you choose to drop dependent coverage. Coverage may not be changed at any time other than during an Open Enrollment Period or if there is a Qualifying Status Change. A child who is eligible as a Primary Enrollee and a dependent can be insured under the Contract as a Primary Enrollee or as a Dependent Enrollee but not both at the same time. Loss of Eligibility Your coverage ends on the earlier of the last day of the month you stop working for the Contractholder, are no longer an Eligible Employee of the Contractholder or immediately when the Contract ends. Your Spouse loses coverage when your coverage ends or when dependent status is lost. Your dependent children lose coverage when your coverage ends or the last day of the monthwhen dependent status is lost. Continuation of Benefits We will not pay for any services/treatment received after your coverage ends. However, we will pay for covered services incurred while you were eligible if the procedures were completed within 31 days of the date your coverage ended. A dental service is incurred: for an appliance (or change to an appliance), at the time the impression is made; for a crown, bridge or cast restoration, at the time the tooth or teeth are prepared; for root canal therapy, at the time the pulp chamber is opened; and for all other dental services, at the time the service is performed or the supply furnished. Strike, Lay-off and Leave of Absence You and your dependents will not be covered for any dental services received while you are on strike, lay-off or leave of absence, other than as required under the Family & Medical Leave Act of 1993 or other applicable state or federal law*. You and your Dependent Enrollees will not be covered for any dental services while the Primary Enrollee stops work because of a labor dispute unless you: (1) make timely payments of the premium for each Enrollee who is covered under the plan on the date the work stoppage begins; (2) continue to pay the premium due from the employees individual contribution during the work stoppage; and (3) assume and pay the premium due from the employer during the work stoppage. Benefits for you and your Dependent Enrollees will resume as follows: if coverage is reactivated in the same Calendar Year, Deductibles and maximums will resume as if you were never gone; or if coverage is reactivated in a different Calendar Year, new Deductibles and maximums will apply. Coverage will resume provided the Contractholder submits a request to Delta Dental that coverage be reactivated. *Coverage for you and your dependents is not affected if you take a leave of absence allowed under the Family & Medical Leave Act of 1993 or other applicable state or federal law. If you are currently paying any part of your premium, you may choose to continue coverage. If you do not continue coverage during the leave, you can resume that coverage on your return to active work asif no interruption occurred. Important: The Family & Medical Leave Act of 1993 does not apply to all companies, only those that meet certain size guidelines. See your Human Resources Department for complete information. If you are rehired within the same Calendar Year, Deductibles and maximums will resume as if you were never gone. ENT-DPO-TX-E719841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 City of DentonDental PlanEvidence of Coverage Continued Coverage under USERRA As required under the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA), if you are covered by the Contract on the date your USERRA leave of absence begins, you may continue dental coverage for yourself and any covered dependents. Continuation of coverage under USERRA may not extend beyond the earlier of: 24 months, beginning on the date the leave of absence begins, or; the date you fail to return to work within the time required by USERRA. For USERRA leave that extends beyond 31 days, the premium for continuation of coverage will be the same as for COBRA coverage. Continuation of Coverage Under COBRA COBRA (the Consolidated Omnibus Budget Reconciliation Act of 1985) provides a way for you and your Dependent Enrollees who lose employer-sponsored group health plan coverage to continue coverage for a period of time. COBRA does not apply to all companies, only those that meet certain size guidelines. See your Human Resources Department for complete information. We do not assume any of the obligations required by COBRA of the Contractholder or any employer (including the obligation to notify potential beneficiaries of their rights or options under COBRA). CONDITIONS UNDER WHICH BENEFITS ARE PROVIDED We will pay Benefits for the dental services described in Attachment B. We will pay Benefits only for covered services. The Contract covers several categories of dental services when aProvider provides them and when they are necessary and within the standards of generally accepted dental practice standards. Claims will be processed in accordance with our standard processing policies. The processing policies may be revised at the beginning of a Calendar Year to comply with annual CDT changes made by the American Dental Association and to reflect changes in generally accepted dental practice standards. Delta Dental will provide advance notice of such changes to the Contractholder who willthen distribute to Primary Enrollees. We will use the processing policies that are in effect at the time the claim is processed. We may use dentists (dental consultants) to review treatment plans, diagnostic materials and/or prescribed treatments to determine generally accepted dental practices and to determine if treatment has a favorable prognosis. Limitations and Exclusions will be applied for the period the person is an Enrollee under any Delta Dental program or prior dental care program provided by the Contractholder subject to receipt of such information from the Contractholder or at the time a claim is submitted. Additional eligibility periods, if any, are listed in Attachment A. If you receive dental services from a Provider outside the state of Texas, the Provider will be paid according to Delta Dentals network payment provisions for said state according to the terms of the Contract. If a primary dental procedure includes component procedures that are performed at the same time as the primary procedure, the component procedures are considered to be part of the primary procedure for purposes of determining the Benefit payable under the Contract. Even if the Provider bills separately for the primary procedure and each of its component parts, the total Benefit payable for all related charges will be limited to the maximum Benefit payable for the primary procedure. Enrollee Coinsurance We will pay a percentage of the Maximum Contract Allowance for covered services, as shown in Attachment A and you are responsible for paying the balance. What you pay is called the enrollee coinsurance (Enrollee Coinsurance) and is part of your out-of-pocket cost. You pay this even after a Deductible has been met. The amount of your Enrollee Coinsurance will depend on the type of service and the Provider providing the service (see section titled Selecting Your Provider). Providers are required to collect Enrollee Coinsurance for covered services. Your group has chosen to require Enrollee Coinsurances under this program as a method of sharing the costs of providing dental Benefits between the Contractholder and Enrollees. If the Provider discounts, waives or rebates any portion of the Enrollee Coinsurance to you, we will be obligated to provide as ENT-DPO-TX-E819841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 City of DentonDental PlanEvidence of Coverage Benefits only the applicable percentages of the Providers fees or allowances reduced by the amount of the fees or allowances that are discounted, waived or rebated. It is to your advantage to select DPO Providers because they have agreed to accept the Maximum Contract Allowance as payment in full for covered services, which typically results in lower out-of-pocket costs for you. Please refer to the section titled Selecting Your Provider for more information. Deductible Your dental plan features a Deductible. This is an amount you must pay out-of-pocket before Benefits are paid. The Deductible amounts are listed in Attachment A. Deductibles apply to all benefits unless otherwise noted. Only the Providers fees you pay for covered Benefits will count toward the Deductible. MaximumAmount Most dental plans have a Maximum Amount. A Maximum Amount is the maximum dollar amount we will pay toward the cost of dental care. You are responsible for paying costs above this amount. The Maximum Amount payable is shown in Attachment A. Maximums may apply on a yearly basis, a per services basis, or a lifetime basis. Pre-Treatment Estimate Pre-Treatment Estimate requests are not required; however, your Provider may file a Claim Form before beginning treatment, showing the services to be provided to you.We will estimate the amount of Benefits payable under the Contract for the listed services.By asking your Provider for a Pre-Treatment Estimate from us before you agree to receive any prescribed treatment, you will have an estimate up frontof what we will pay and the difference you will need to pay. The Benefits will be processed according to the terms of the Contract when the treatment is actually performed.Pre-Treatment Estimates are valid for 365daysunless other services are received after the date of the Pre-Treatment Estimate, or until an earlier occurrence of any one of the following events: the date the Contract terminates; the date Benefits under the Contract are amended if theservices in the Pre-Treatment Estimateare part of the amendment; the date your coverage ends; or the date the Providers agreement with Delta Dental ends. A Pre-Treatment Estimate does not guarantee payment.It is an estimate of the amount we will pay if you are enrolled and meet all the requirements of the program at the time the treatment you have planned is completed and may not take into account any Deductibles, so please remember to figure in your Deductibleif necessary. Coordination of Benefits We coordinate the Benefits under the Contract with an Enrollees benefits under any other group or pre-paid plan or insurance policy designed to fully integrate with other policies. If this plan is the primary plan, we will not reduce Benefits. If this plan is the secondary plan, we may reduce Benefits otherwise payable under the Contract so that the total benefits paid or provided by all plans do not exceed 100 percent of total allowable expense. How do wedetermine which plan is the primary program? (1)The plan covering you asan employee is primary over a plan covering you as a dependent. (2)The plan covering you asan employee is primary over a plan which covers the insured person as a dependent; except that: if the insured person is also a Medicare beneficiary, and as a result of the rule established by Title XVIII of the Social Security Act and implementing regulations, Medicare is: a)secondary to the plan covering the insured person as a dependent and ENT-DPO-TX-E 9 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 City of DentonDental PlanEvidence of Coverage b)primary to the plan covering the insured person as other than a dependent (e.g. a retired employee), then the benefits of the plan covering the insured person as a dependent are determined before those of the plan covering that insured person asother than a dependent. (3)Except as stated below, when this plan and another plan cover the same child as a dependent of different persons, called parents: a)The benefits of the plan of the parent whose birthday falls earlier in a year are determined before those of the plan of the parent whose birthday falls later in that year, but b)If both parents have the same birthday, the benefits of the plan which covered one parent longer are determined before those of the plan which covered the other parent for a shorter period of time. c)However, if the other plan does not have the birthday rule described above, but instead has a rule based on the gender of the parent, and if, as a result, the plans do not agree on the order of benefits, the rule in the other plan will determine the order of benefits. (4)In the case of a dependent child of legally separated or divorced parents, the plan covering the Enrollee as a dependent of the parent with legal custody, or as a dependent of the custodial parents Spouse(i.e. step-parent) will be primary over the plan covering the Enrollee as a dependent of the parent without legal custody.If there is a court decree which would otherwise establish financial responsibility for the health care expenses with respect to the child, the benefits of a plan which covers the child as a dependent of the parent with such financial responsibility will be determined before the benefits of any other policy which covers the child as a dependent child. (5)If the specific terms of a courtdecree state that the parents will share joint custody, without stating that one of the parents is responsible for the health care expenses of the child, the plans covering the child will follow the order of benefit determination rules outlined in (3) a) through (3) c). (6)The Benefits of a plan which covers an insured person as an employee who is neither laid off nor retired are determined before those of a plan which covers that insured person as a laid off or retired employee.The same would hold trueif an insured person is a dependent of a person covered as a retiree and an employee.If the other plan does not have this rule, and if, as a result, the plans do not agree on the order of benefits, this rule is ignored. (7)If an insured person whose coverage is provided under a right of continuation pursuant to federal or state lawalso is covered under another plan, the following will be the order of benefit determination: a)First, the Benefits of a plan covering the insured person as an employee or Primary Enrollee (or as that insured persons dependent); b)Second, the Benefits under the continuation coverage. If the other plan does not have the rule described above, and if, as a result, the plans do not agree on the order of benefits, this rule is ignored. (8)If none of the above rules determine the order of benefits, the benefits of the plan which covered you longer are determined before those of the plan which covered you for the shorter term. SELECTING YOUR PROVIDER Free Choice of Provider You may see any Provider for your covered treatment whether the Provider is a DPO Provider, Premier Provider or a Non-Delta Dental Provider. This plan is a DPO plan and the greatest benefits including out-of-pocket savings occur when you choose a DPO Provider. To take full advantage of your Benefits, we highly recommend you verify a Providers participation status within a Delta Dental network with your dental office before each appointment. Review this section for an explanation of Delta Dental payment procedures to understand the method of payments applicable to your Provider selection and how that may impact your out-of- pocket costs. ENT-DPO-TX-E1019841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 City of DentonDental PlanEvidence of Coverage Locating a DPO Provider . You may also call our Customer You may access information through our website at deltadentalins.com Service Center and one of our representatives will assist you. We can provide you with information regarding a Providers network participation, specialty and office location. Choosing a DPO Provider A DPO Provider potentially allows the greatest reduction in Enrollees out-of-pocket expenses since this select group of Providers will provide dental Benefits at a charge that has been contractually agreed upon. Payment for covered services performed by a DPO Provider is based on the Maximum Contract Allowance. Choosing a Premier Provider A Premier Provider is a Delta Dental Provider who has not agreed to the features of the DPO plan. Payment for covered services performed by a Premier Provider is based on the Maximum Contract Allowance. The amount charged by a Premier Provider may be above that accepted by DPO Providers but no more than the Delta Dental Premier Contracted Fee. Choosing a Non-Delta Dental Provider If a Provider is a Non-Delta Dental Provider, the amount charged to Enrollees may be above that accepted by DPO or Premier Providers, and Enrollees will be responsible for balance billed amounts. Payment for covered services performed by a Non-Delta Dental Provider is based on the Maximum Contract Allowance, and the Enrollee may be balance billed up to the Providers Submitted Fee. Additional Obligations of DPO and Premier Providers The DPO Provider or Premier Provider must accept assignment of Benefits, meaning these Providers will be paid directly by Delta Dental after satisfaction of the Deductible and Enrollee Coinsurance. The Enrollee does not have to pay all the dental charges while at the dental office and then submit the claim for reimbursement. The DPO Provider or Premier Provider will complete the dental Claim Form and submit it to Delta Dental for reimbursement. DPO and Premier Providers accept contracted fees as payment in full for covered services and will not balance bill if there is a difference between Submitted Fees and contracted fees. Howto Submit a Claim Claims for Benefits must be filed on a standard Claim Form that is available in most dental offices. DPO and Premier Providers will fill out and submit your claims paperwork for you. Some Non-Delta Dental Providers may also provide this service upon your request. If you receive services from a Non-Delta Dental Provider who does not provide this service, you can submit your own claim directly to us. Please refer to the section titled Notice of Claim Form for more information. Your dentaloffice should be able to assist you in filling out the Claim Form. Fill out the Claim Form completely and send it to: Delta Dental Insurance Company P.O. Box 1809 Alpharetta, Georgia 30023-1809 Payment Guidelines We do not pay DPO or Premier Providers any incentive as an inducement to deny, reduce, limit or delay any appropriate service. If you or your Provider files a claim for services more than 12 months after the date you received the services, payment may be denied. Failure to provide notice withinthe time prescribed does not invalidate or reduce the claim any claim if it is shown it was not reasonably possible to give the notice within that time and notice was given as soon as reasonably possible. If the services were received from a Non-Delta Dental Provider, you are ENT-DPO-TX-E1119841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 City of DentonDental PlanEvidence of Coverage still responsible for the full cost. If the payment is denied because your DPO Provider failed to submit the claim on time, you may not be responsible for that payment.However, if you did not tell your DPO Provider that you were covered under a Delta Dental Policy at the time you received the service, you may be responsible for the cost of that service. If you have any questions about any dental charges, processing policies and/or how your claim is paid, please contact us. Provider Relationships Enrollees and Delta Dental agree to permit and encourage the professional relationship between Provider and Enrollee to be maintained without interference. Any DPO, Premier or Non-Delta Dental Provider, including any Provider or employee associated with or employed by them, who provides dental services to an Enrollee does so as an independent contractor and shall be solely responsible for dental advice and for performance of dental services, or lack thereof, to the Enrollee. CLAIMS APPEAL We will notify you and your Provider if Benefits are denied for services submitted on a Claim Form, in whole or in part, stating the reason(s) for denial. You have at least 180 days after receiving a notice of denial to request an appeal or grievance by writing to usor by calling Customer Service at 800-521-2651giving reasons why you believe the denial was wrong. You and your Provider may also ask Delta Dental to examine any additional information provided that may support the appeal or grievance. Send your appeal or grievance to us at the address shown below: Delta Dental Insurance Company P.O. Box 1809 Alpharetta, GA 30023-1809 We will send you a written acknowledgment within 5 days upon receipt of the appeal or grievance. We will make a full and fair reviewand may ask for more documents during this review if needed. The review will take into account all comments, documents, records or other information, regardless of whether such information was submitted or considered initially. If the review is of a denial based in whole or in part on lack of dental necessity, experimental treatment or clinical judgment in applying the terms of theContract, we shall consult with a dentist who has appropriate training and experience. The review will be conducted for us by a person who is neither the individual who made the claim denial that is subject to the review, nor the subordinate of such individual. We will send the Enrollee a decision within 30 days after receipt of the Enrollees appeal or grievance. If the Enrolleebelieves he/she needs further review of their appeal or grievance, he/she may contact his/her state regulatory agency if applicable. If the group health plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA), the Enrollee may contact the U.S. Department of Labor, Employee Benefits Security Administration (EBSA) for further review of the claim or if the Enrollee has questions about the rights under ERISA. The Enrollee may also bring a civil action under section 502(a) of ERISA. The address of the U.S. Department of Labor is: U.S. Department of Labor, Employee Benefits Security Administration (EBSA), 200 Constitution Avenue, N.W. Washington, D.C. 20210. GENERAL PROVISIONS Non-Discrimination Delta Dental is committed to ensuring that no person is excluded from, or denied the benefits of our services, or otherwise discriminated against on the basis of race, color, national origin, disability, age, genetic testing, sexual orientation or gender identity. Any person who believes that he orshe has individually, or as a member of any specific class of persons, been subjected to discrimination may file a complaint in writing to: Delta Dental Insurance Company P.O. Box 1809 Alpharetta, Georgia 30023-1809 ENT-DPO-TX-E 1219841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 City of DentonDental PlanEvidence of Coverage Clinical Examination Before approving aclaim, we will be entitled to receive, to such extent as may be lawful, from any attending or examining Provider, or from hospitals in which a Providers care is provided, such information and records relating to attendance to or examination of, or treatment provided to, you as may be required to administer the claim, or have you be examined by a dental consultant retained by us at our expense, in or near your community or residence. We will in every case hold such information and records confidential. Notice of Claim Form We will give you or your Provider, on request, a Claim Form to make claim for Benefits. To make a claim, the form should be completed and signed by the Provider who performed the services and by the patient (or the parent or guardian if the patient is a minor) and submitted to us at the address above. If the form is not furnished by us within 15 days after requested by you or your Provider, the requirements for proof of loss set forth in the next paragraph will be deemed to have been complied with upon the submission to us, within the time established in said paragraph for filing proofs of loss, of written proof covering the occurrence, the character and the extent of the loss for which claim is made. You or your Provider may download a Claim Form from our website. Written Notice of Claim/Proof of Loss We must be given written proof of loss within 12 months after the date of the loss. If it is not reasonably possible to give written proof in the time required, the claim will not be reducedor denied solely for this reason, provided proof is filed as soon as reasonably possible. In any event, proof of loss must be given no later than one year from such time (unless the claimant was legally incapacitated). All written proof of loss must be given to us within 12 months of the termination of the Contract. Time of Payment Claims payable under the Contract for any loss other than loss for which the Contract provides any periodic payment will be processed no later than 15days after written proof of loss is received. We will notify you and your Provider of any additional information needed to process the claim within this 15day period. To Whom Benefits Are Paid It is not required that the service be provided by a specific dentist. Payment for services provided by a DPOor Premier Provider will be made directly to the dentist. Any other payments provided by the Contract will be made to you, unless you request when filing a proof of claim that the payment be made directly to the dentist providing the services. All Benefits not paid to the Provider will be payable to you, the Primary Enrollee, or Dependent Enrollee, or to your estate, or to an alternate recipient as directed by court order, except that if the person is a minor or otherwise not competent to give a valid release, Benefits may be payable to his or her parent, guardian or other person actually supporting him or her. Misstatements on Application: Effect In the absence of fraud or intentional misrepresentation of material fact in applying for or procuring coverage under the Contract, all statements made by you or the Contractholder will be deemed representations and not warranties.No such statement will be used in defense to a claim under the Contract, unless it is contained in a written application. Any misrepresentation, omission, concealment of fact or incorrect statement which is material to the acceptance of risk may prevent recovery if, had the true facts been known to us, we would not in good faith have issued the contract at the same premium rate. If any misstatement would materially affect the rates, we reserve the right to adjust the premium to reflect your actual circumstances at enrollment. Legal Actions No action at law or in equity will be brought to recover on the Contract prior to expiration of 60 days after proof of loss has been filed in accordance with requirements ofthe Contract, nor will an action be brought at all unless brought within three (3) years from expiration of the time within which proof of loss is required by the Contract. ENT-DPO-TX-E 1319841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 City of DentonDental PlanEvidence of Coverage Conformity With PrevailingLaws All legal questions about theContract will be governed by the state of Texaswhere theContract was entered into and is tobe performed. Any part of theContract which conflicts with the laws of Texasor federal law is hereby amended to conform to the minimum requirements of such laws. ENT-DPO-TX-E 1419841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 IMPORTANT INFORMATION ABOUT COVERAGE UNDER THE TEXAS LIFE AND HEALTH INSURANCE GUARANTY ASSOCIATION (For Insurers declared insolvent or impaired on or after September 1, 2011) Texas law establishes a system to protect Texas policyholders if their life or health insurance company fails. The Texas Life and Health Insurance Guaranty Association (the Association) administers this protection system. Only the policyholders of insurance companies that are members of the Association are eligible for this protection which is subject to the terms, limitations, and conditions of the Association law. (The law is found in the Texas Insurance Code,Chapter 463.) It is possible that the Association may not protect all or part of your policy because of statutory limitations. Eligibility for Protection by the Association When a member insurance company is found to be insolvent and placed under an order of liquidation by a court or designated as impaired by the Texas Commissioner of Insurance, the Association provides coverage to policyholders who are: Residents of Texas (regardless of where the policyholder lived when the policy was issued) Residents of other states, ONLY if the following conditions are met: 1.The policyholder has a policy with a company domiciled in Texas; 2.The policyholders state of residence has a similar guaranty association; and 3.The policyholder is not eligible for coverage by the guaranty association of the policyholders state of residence. Limits of Protection by the Association Accident, Accident and Health, or Health Insurance: For each individual covered under one or more policies: up to a total of $500,000 for basic hospital, medical- surgical, and major medical insurance, $300,000 for disability or long term care insurance, or $200,000 for other types of health insurance. Life Insurance: Net cash surrender value or net cash withdrawal value up to a total of $100,000 under one or more policies on a single life; or Death benefits up to a total of $300,000 under one or more policies on a single life; or Total benefits up to a total of $5,000,000 to any owner of multiple non-group life policies. Individual Annuities: Present value of benefits up to a total of $250,000 under one or more contracts on any one life. Group Annuities: Present value of allocated benefits up to a total of $250,000 on any one life; or Present value of unallocated benefits up to a total of $5,000,000 for one contractholder regardless of the number of contracts. Aggregate Limit: $300,000 on any one life with the exception of the $500,000 health insurance limit, the $5,000,000 multiple owner life insurance limit, and the $5,000,000 unallocated group annuity limit. These limits are applied for each insolvent insurance company. Insurance companies and agents are prohibited by law from using the existence of the Association for the purpose of sales, solicitation, or inducement to purchase any form of insurance. When you are selecting an insurance company, you should not rely on Association coverage. For additional questions on Association protection or general information about an insurance company, please use the followingcontact information. Texas Life and Health InsuranceTexas Department of Insurance Guaranty AssociationP.O. Box 149104 515 Congress Avenue, Suite 1875Austin, Texas 78714-9104 Austin, TX 78701800-252-3439 or www.tdi.state.tx.us 800-982-6362 or www.txlifega.org DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Attachment A Deductibles, Maximums and Contract Benefit Levels Contractholder: City of Denton Group Number: 19841Effective Date:January 1, 2019 Deductibles & Maximums Dental Service Category Low PlanHigh Plan Annual Deductible$50per Enrollee each Calendar $50 per Enrollee each Calendar YearYear $150per family each Calendar $150 per family each Calendar Year Year Deductibles waived for Diagnostic &Preventive and Diagnostic &Preventive and Orthodontic ServicesOrthodontic Services Annual Maximum$1,750per Enrollee per Calendar $1,750 per Enrollee per Calendar YearYear Lifetime Orthodontic Maximum$1,000 per Enrollee$1,500per Enrollee Delta Dental will receive credit for Delta Dental will receive credit for Maximum Takeover Credit any amount paid under the any amount paid under the Contractholders previous dental Contractholders previous dental care plan, if applicable, for care plan, if applicable, for Orthodontic Services. These Orthodontic Services. These amounts will be credited towards amounts will be credited towards the lifetime maximum amounts the lifetime maximum amounts payable for Orthodontic Services.payable for Orthodontic Services. Contract Benefit Levels Low PlanHigh Plan Dental Service CategoryDelta Dental Delta Dental Delta Dental Delta Dental SM DPOPremierandDPO ProvidersPremier and ProvidersNon-Delta Non-Delta Dental Dental ProvidersProviders Delta Dental will pay or otherwise discharge the Contract Benefit Level shown below for the following services: 0%0%0%0% Diagnostic and Preventive Services 0%0%0%0% Basic Services 50%50%50%50% Major Services Orthodontic Services50%50%50%50% Reimbursement is based on DPO Contracted Fees for DPO Providers, Premier Contracted Fees for Premier Providers and Program Allowance for Non-Delta Dental Providers. E-DPO-A-DM2LH21 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Attachment A-1 Maximum Enhancement Delta Dental agrees to annually provide each Enrollee with an increase (hereinafterreferredto as Enhancement) to their Annual Maximumof up to $400 ofthe unused portion of his/her Annual Maximum from the precedingCalendar Yearto a cumulative total of the following provided the Enrollee meets the Qualifying Conditions listed below: st $2,150 during the 1Calendar Year of benefits; nd $2,550 during the 2Calendar Yearof benefits; and rd $2,950 during the 3Calendar Year and thereafterof benefits. To qualify for an Enhancement, the Enrollee must meet all of the Qualifying Conditions following: -All claims paid on behalf of theEnrollee during the preceding Calendar Year must not exceed $1,750. At least one preventiveclaim for covered dental treatment must have - been submitted during the preceding Calendar Year. Enrollees must have continuous coverage. - Delta Dental will determine if an Enrollee isentitled to an Enhancement - Grant of the Enhancement of their individual Annual Maximum based on claims received by March st 31for the preceding Calendar Year. Delta Dental will issue Enhancements within 120 days after the end of the preceding Calendar Year. If an Enrollee fails to submit a claim for covered dental treatment during - a Calendar Year, the Enrollee will not be entitled to receive an Enhancement for that Calendar Year but the Enrollee will retain all Enhancements of their Annual Maximum previously granted. -Claims will be applied first to the satisfaction of the plans standard Use of Enhancement Annual Maximum before being applied to any Enhancement(s) and then in the order of the oldest Enhancement. -Enrollees may use an Enhancement only after it has been granted. -Enhancements must be used within one (1) year from when it is earned. -Enrollees will lose any accumulated Enhancement if enrollment is Loss of Enhancement terminated or there is a break in coverage. ENT-MAXEN219841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Attachment B Services, Limitations and Exclusions Contractholder: City of Denton Group Number: 19841 Effective Date: January 1, 2019 Description of Dental Services Delta Dental will pay or otherwise discharge the Contract Benefit Level shown in Attachment A for the following services: Diagnostic and Preventive Services (1) Diagnostic:procedures to aid the Provider in determining required dental treatment. (2) Preventive: cleaning (including scaling in the presence of generalized moderate or severe gingival inflammation-full mouth, which is considered to be a Diagnostic and Preventive Benefit, and periodontal maintenance, which is considered to be a Basic Benefit for payment purposes), topical application of fluoride solutions, space maintainers. (3) Sealants: topically applied acrylic, plastic or composite materials used to seal developmental grooves and pits in permanent molars for the purpose of preventing decay. Basic Services (1) Oral Surgery: extractions and other surgical procedures (including pre- and post-operative care). (2) General Anesthesia when administered by a Provider for covered Oral Surgery or or IV Sedation: selected endodontic and periodontal surgical procedures. (3) Endodontics: treatment of diseases and injuries of the tooth pulp. (4) Periodontics: treatment of gums and bones supporting teeth. (5) Palliative: emergency treatment to relieve pain. (6) Restorative:amalgam and resin-based composite restorations (fillings) and prefabricated crowns for treatment of carious lesions (visible destruction of hard tooth structure resulting from the process of decay). (7) Specialist opinion or advice requested by a general dentist. Consultations: Major Services (1) Crowns and treatment of carious lesions (visible decay of the hard tooth Inlays/Onlays: structure) when teeth cannot be restored with amalgam or resin-based composites. (2) Prosthodontics:procedures for construction of fixed bridges, partial or complete dentures and the repair of fixed bridges; implant surgical placement and removal; and for implant supported prosthetics, including implant repair and recementation. (3) Denture Repairs:repair to partial or complete dentures, including rebase procedures and relining. Orthodontic Services Procedures performed by a Provider using appliances to treat malocclusion of teeth and/or jaws which significantly interferes with their function. ENT-LE-TX 1 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Note on additional Benefits during pregnancy When an Enrollee is pregnant, Delta Dental will pay for additional services to help improve the oral health of the Enrollee during the pregnancy. The additional services each Calendar Year while the Enrollee is covered under the Contract include one (1) additional oral exam and either one (1) additional routine cleaning; one (1) additional periodontal scaling and root planing per quadrant; or one (1) additional periodontal maintenance procedure. Written confirmation of the pregnancy must be provided by the Enrollee or her Provider when the claim is submitted. Limitations (1)Services that are more expensive than the form of treatment customarily provided under accepted dental practice standards are called Optional Services. Optional Services also include the use of specialized techniques instead of standard procedures. Examples of Optional Services: a)a composite restoration instead of an amalgam restoration on posterior teeth; b)a crown where a filling would restore the tooth; c)an inlay/onlay instead of an amalgam restoration; d)porcelain, resin or similar materials for crowns placed on a maxillary second or third molar, or on any mandibular molar (an allowance will be made for a porcelain fused to high noble metal crown); or e)an overdenture instead of denture. If an Enrollee receives Optional Services, an alternate Benefit will be allowed, which means Delta Dental will base Benefits on the lower cost of the customary service or standard practice instead of on the higher cost of the Optional Service. The Enrollee will be responsible for the difference between the higher cost of the Optional Service and the lower cost of the customary service or standard procedure. (2) Exam and cleaning limitations: a) Delta Dental will pay for oral examinations (except after-hours exams and exams for observation) and cleanings (including scaling in presence of generalized moderate or severe gingival inflammation-full mouth, periodontal maintenance in the presence of inflamed gums or any combination thereof) no more than twice in a Calendar Year. b) A full mouth debridement is allowed once in a lifetime when the Enrollee has no history of prophylaxis, scaling and root planing, periodontal surgery or periodontal maintenance procedures within three (3) years. When allowed a full mouth debridement counts toward the maintenance frequency in the year provided. c) Note that periodontal maintenance, Procedure Codes that include periodontal maintenance and full mouth debridement are covered as a Basic Benefit and that routine cleanings (including scaling in the presence of generalized moderate or severe gingival inflammation-full mouth) are covered as a Diagnostic and Preventive Benefit. See note on additional Benefits during pregnancy. d) Caries risk assessments are allowed once in 36 months. (3) X-ray limitations: a) Delta Dental will limit the total reimbursable amount to the Providers Accepted Fee for a complete intraoral series when the fees for any combination of intraoral x-rays in a single treatment series meet or exceed the Accepted Fee for a complete intraoral series. b) When a panoramic film is submitted with supplemental film(s), Delta Dental will limit the total reimbursable amount to the Providers Accepted Fee for a complete intraoral series. c) If a panoramic film is taken in conjunction with an intraoral complete series, Delta Dental considers the panoramic film to be included in the complete series. d) A complete intraoral series and panoramic film are each limited to once every 60 months. e) Bitewing x-rays are limited to two (2) times in a Calendar Year when provided to Enrollees under age 18 and one (1) time each Calendar Year for Enrollees age 18 and over. Bitewings of any type are disallowed within 12 months of a full mouth series unless warranted by special circumstances. (4) Topical application of fluoride solutions is limited to Enrollees to age 19 and no more than twice in a Calendar Year. ENT-LE-TX 2 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 (5) Space maintainer limitations: a) Space maintainers are limited to the initial appliance and are a Benefit for an Enrollee to age 14. However, a distal shoe space maintainer-fixed-unilateral is limited to children eight (8) and younger. A separate/additional space maintainer can be allowed after the removal of a unilateral distal shoe. b) Recementation of space maintainer is limited to once per lifetime. c) The removal of a fixed space maintainer is considered to be included in the fee for the space maintainer; however, an exception is made if the removal is performed by a different Provider/Providers office. (6) Pulp vitality tests are allowed once per day when definitive treatment is not performed. (7) Cephalometric x-rays, oral/facial photographic images and diagnostic casts are covered once per lifetime in conjunction with Orthodontic Services only when Orthodontic Services are a covered benefit. If Orthodontic Services are covered, see Limitations as age limits may apply. However, 3D x-rays are not a covered benefit. (8) Sealants are limited as follows: a) to permanent first molars through age eight (8) and to permanent second molars through age 15 if they are without caries (decay) or restorations on the occlusal surface. b) repair or replacement of a Sealant on any tooth within 24 months of its application is included in the fee for the original placement. (9) Specialist Consultations, screenings of patients, and assessments of patients are limited to once per lifetime per Provider and count toward the oral exam frequency. (10) Delta Dental will not cover replacement of an amalgam or resin-based composite restorations (fillings) or prefabricated crowns within 24 months of treatment if the service is provided by the same Provider/Provider office. Replacement restorations within 24 months are included in the fee for the original restoration. (11) Protective restorations (sedative fillings) are allowed once per tooth per lifetime when definitive treatment is not performed on the same date of service. (12) Prefabricated crowns are allowed on baby (deciduous) teeth and permanent teeth up to age 16. Replacement restorations within 24 months are included in the fee for the original restoration. (13) Therapeutic pulpotomy is limited to once per lifetime for baby (deciduous) teeth only and is considered palliative treatment for permanent teeth. (14) Pulpal therapy (resorbable filling) is limited to once in a lifetime. Retreatment of root canal therapy by the same Provider/Provider office within 24 months is considered part of the original procedure. (15) Apexification is only benefited on permanent teeth with incomplete root canal development or for the repair of a perforation. Apexification visits have a lifetime limit per tooth of one (1) initial visit, four (4) interim visits and one (1) final visit to age 19. (16) Retreatment of apical surgery by the same Provider/Provider office within 24 months is considered part of the original procedure. (17) Palliative treatment is covered per visit, not per tooth, and the fee includes all treatment provided other than required x-rays or select Diagnostic procedures. (18) Periodontal limitations: a) Benefits for periodontal scaling and root planing in the same quadrant are limited to once in every 24-month period. See note on additional Benefits during pregnancy. No more than two quadrants of scaling and root planing will be covered on the same date of service. ENT-LE-TX 3 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 b) Periodontal surgery in the same quadrant is limited to once in every 36-month period and includes any surgical re-entry or scaling and root planing performed within 36-months by the same Provider/Provider office. c) Periodontal services, including bone replacement grafts, guided tissue regeneration, graft procedures and biological materials to aid in soft and osseous tissue regeneration are only covered for the treatment of natural teeth and are not covered when submitted in conjunction with extractions, periradicular surgery, ridge augmentation or implants. Guided tissue regenerations and/or bone grafts are not benefited in conjunction with soft tissue grafts in the same surgical area. d) Periodontal surgery is subject to a 30 day wait following periodontal scaling and root planing in the same quadrant. e) Cleanings (regular and periodontal) and full mouth debridement are subject to a 30 day wait following periodontal scaling and root planing if performed by the same Provider office. f) When implant procedures are a covered benefit, scaling and debridement in the presence of inflammation or mucositis of a single implant, including cleaning of the implant surfaces, without flap entry and closure is covered as a Basic Service and are limited to once in a 24-month period. (19) Oral Surgery services are covered once in a lifetime except removal of cysts and lesions and incision and drainage procedures, which are covered once in the same day. (20) The following Oral Surgery procedure is limited to age 19 (or orthodontic limiting age): transseptal fiberotomy/supra crestal fiberotomy, by report. (21) The following Oral Surgery procedures are limited to age 19 (or orthodontic limiting age) provided Orthodontic Services are covered: surgical access of an unerupted tooth, placement of device to facilitate eruption of impacted tooth, and surgical repositioning of teeth. (22) Crowns and Inlays/Onlays are limited to Enrollees age 12 and older and are covered not more often than once in any 60 month period except when Delta Dental determines the existing Crown or Inlay/Onlay is not satisfactory and cannot be made satisfactory because the tooth involved has experienced extensive loss or changes to tooth structure or supporting tissues. (23) Core buildup, including any pins, are covered not more than once in any 60 month period. (24) Post and core services are covered not more than once in any 60 month period. (25) Crown repairs are covered not more than twice in any 60 month period. Crowns, inlays/onlays and fixed bridges include repairs for 24 months following installation. (26) Denture Repairs are covered not more than once in any six (6) month period except for fixed Denture Repairs which are covered not more than twice in any 60 month period. (27) Prosthodontic appliances, implants and/or implant supported prosthetics that were provided under any Delta Dental program will be replaced only after 60 months have passed, except when Delta Dental determines that there is such extensive loss of remaining teeth or change in supporting tissue that the existing fixed bridge or denture cannot be made satisfactory. Fixed prosthodontic appliances are limited to Enrollees age 16 and older. Replacement of a prosthodontic appliance and/or implant supported prosthesis not provided under a Delta Dental program will be made if Delta Dental determines it is unsatisfactory and cannot be made satisfactory. Diagnostic and treatment facilitating aids for implants are considered a part of, and included in, the fees for the definitive treatment. Delta Dentals payment for implant removal is limited to one (1) for each implant during the Enrollees lifetime whether provided under Delta Dental or any other dental care plan. (28) When a posterior fixed bridge and a removable partial denture are placed in the same arch in the same treatment episode, only the partial denture will be a Benefit. ENT-LE-TX 4 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 (29) Recementation of Crowns, Inlays/Onlays or bridges is included in the fee for the Crown, Inlay/Onlay or bridge when performed by the same Provider/Provider office within six (6) months of the initial placement. After six (6) months, payment will be limited to one (1) recementation in a lifetime by the same Provider/Provider office. (30) Delta Dental limits payment for dentures to a standard partial or complete denture (Enrollee Coinsurances apply). A standard denture means a removable appliance to replace missing natural, permanent teeth that is made from acceptable materials by conventional means and includes routine post delivery care including any adjustments and relines for the first six (6) months after placement. a) Denture rebase is limited to one (1) per arch in a 24-month period and includes any relining and adjustments for six (6) months following placement. b) Dentures, removable partial dentures and relines include adjustments for six (6) months following installation. After the initial six (6) months of an adjustment or reline, adjustments are limited to two (2) per arch in a Calendar Year and relining is limited to one (1) per arch in a six (6) month period. c) Tissue conditioning is limited to two (2) per arch in a 12-month period. However, tissue conditioning is not allowed as a separate Benefit when performed on the same day as a denture, reline or rebase service. d) Recementation of fixed partial dentures is limited to once in a lifetime. (31) Limitations on Orthodontic Services: a) The maximum amount payable for each Enrollee is shown in Attachment A. b) Benefits for Orthodontic Services will be provided in periodic payments based on the Enrollees continuing eligibility. c) Benefits are not paid to repair or replace any orthodontic appliance received under this plan. d) Benefits are not paid for orthodontic retreatment procedures. Exclusions Delta Dental does not pay Benefits for: (1)treatment of injuries or illness covered by workers compensation or employers liability laws; services received without cost from any federal, state or local agency, except for services covered by the Medical Assistance Act of 1967, as amended (Article 695j, Vernons Texas Civil Statutes). Delta Dental will reimburse the Texas Department of Human Services for the cost of services paid by the Department under said Act to the extent such costs are for services which are Benefits under this Contract. If the Texas Department of Human Services is paying benefits pursuant to Chapters 31 and 32 of the Human Services Code (financial and medical assistance programs administered pursuant to the Human Services code) and a parent who is covered by the group policy has possession or access to a child pursuant to a court order, or is entitled to access or possession of a child and is required by the court to pay child support, then all benefits paid on behalf of the child or children must be paid to the Texas Department of Human Services. (2)cosmetic surgery or procedures for purely cosmetic reasons. (3)maxillofacial prosthetics. (4)provisional and/or temporary restorations (except an interim removable partial denture to replace extracted anterior permanent teeth during the healing period for children 16 years of age or under). Provisional and/or temporary restorations are not separately payable procedures and are included in the fee for completed service. (5)services for congenital (hereditary) or developmental (following birth) malformations, including but not limited to cleft palate, upper and lower jaw malformations, enamel hypoplasia (lack of development), fluorosis (a type of discoloration of the teeth) and anodontia (congenitally missing teeth), except those services provided to newborn children for medically diagnosed congenital defects or birth abnormalities. ENT-LE-TX 5 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 (6)treatment to stabilize teeth, treatment to restore tooth structure lost from wear, erosion, or abrasion or treatment to rebuild or maintain chewing surfaces due to teeth out of alignment or occlusion. Examples include but are not limited to: equilibration, periodontal splinting, complete occlusal adjustments or Night Guards/Occlusal guards and abfraction. (7)any Single Procedure provided prior to the date the Enrollee became eligible for services under this plan. (8)prescribed drugs, medication, pain killers, antimicrobial agents, or experimental/investigational procedures. (9)charges for anesthesia, other than General Anesthesia and IV Sedation administered by a Provider in connection with covered Oral Surgery or selected Endodontic and Periodontal surgical procedures. Local anesthesia and regional/or trigeminal bloc anesthesia are not separately payable procedures. (10)extraoral grafts (grafting of tissues from outside the mouth to oral tissues). (11)laboratory processed crowns for Enrollees under age 12. (12)fixed bridges and removable partials for Enrollees under age 16. (13)interim implants and endodontic endosseous implant. (14)indirectly fabricated resin-based Inlays/Onlays. (15)charges by any hospital or other surgical or treatment facility and any additional fees charged by the Provider for treatment in any such facility. (16)treatment by someone other than a Provider or a person who by law may work under a Providers direct supervision. (17)charges incurred for oral hygiene instruction, a plaque control program, preventive control programs including home care times, dietary instruction, x-ray duplications, cancer screening or tobacco counseling. (18)dental practice administrative services including, but not limited to, preparation of claims, any non-treatment phase of dentistry such as provision of an antiseptic environment, sterilization of equipment or infection control, or any ancillary materials used during the routine course of providing treatment such as cotton swabs, gauze, bibs, masks or relaxation techniques such as music. (19)procedures having a questionable prognosis based on a dental consultants professional review of the submitted documentation. (20)any tax imposed (or incurred) by a government, state or other entity, in connection with any fees charged for Benefits provided under the Contract, will be the responsibility of the Enrollee and not a covered Benefit. (21)Deductibles, amounts over plan maximums and/or any service not covered under the dental plan. (22)services covered under the dental plan but exceed Benefit limitations or are not in accordance with processing policies in effect at the time the claim is processed. (23)services for Orthodontic treatment (treatment of malocclusion of teeth and/or jaws) except as provided under the Orthodontic Services section, if applicable. (24)services for any disturbance of the Temporomandibular (jaw) Joints (TMJ) or associated musculature, nerves and other tissues) except as provided under the TMJ Benefit section, if applicable. ENT-LE-TX 6 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 (25)missed and/or cancelled appointments. (26)actions taken to schedule and assure compliance with patient appointments are inclusive with office operations and are not a separately payable service. (27)the fees for care coordination are considered inclusive in overall patient management and are not a separately payable service. (28)dental case management motivational interviewing and patient education to improve oral health literacy. (29)non-ionizing diagnostic procedure capable of quantifying, monitoring and recording changes in structure of enamel, dentin, and cementum. (30)extra-oral 2D projection radiographic image and extra-oral posterior dental radiographic image. ENT-LE-TX 7 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Delta Dental Insurance Company 1130 Sanctuary Parkway Alpharetta, GA 30009 (770) 641-5100 (888) 858-5252 DPOGroup DentalProvider OrganizationInsurance Contract City of Denton, (Contractholder) has applied for a group dental insurance Contract with Delta Dental Insurance Company (Delta Dental). The following terms will apply: I.Contractholderwill pay Delta Dentalthe monthly Premiumstated in thisContract. II.Delta Dentalhas accepted the applicationsubmitted and signed by the Contractholder.Whenthe Contractholderpays the first months Premium, the term of thisContractwill begin at 12:01 a.m. Standard Time, on the Effective Datelisted in AttachmentC, Group Variables(Attachment C).The term of this Contractwill end as stated in thisContractat the end of the Contract Termat 12:00 midnight Standard Time. III.Contractholder will provideeach Primary Enrollee electronic access to a certificate/Evidenceof Coverage booklet suppliedby Delta Dental. Delta Dental will also furnish a hard copy to a Primary Enrollee or the Contractholder upon request.Contractholderwill also distribute to its Enrollees any notice from Delta Dentalwhich may affecttheir rights under thisContract. So long as Contractholderpays the Premiumsas stated in Article 3, Delta Dentalagrees to provide the Benefits described in this Contract including Attachment ADeductibles, Maximums and Contract Benefit Levels(Attachment A) andAttachment B Services, Limitations and Exclusions(Attachment B). This Contractis issued and delivered in the State of Texasand is governed by its laws. Delta Dental Insurance Company This Is Not A Policy Of Workers Compensation Insurance. The Employer Does Not Become A Subscriber To The Workers Compensation System By Purchasing This Policy, And If The Employer Is A Non-Subscriber, The Employer Loses Those Benefits Which Would Otherwise Accrue Under The Workers Compensation Laws. The Employer Must Comply With The Workers Compensation Law As It Pertains To Non-Subscribers And The Required Notifications That Must Be Filed And Posted. ENT-DPO-TX-C119841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 TEXAS NOTICE OF COMPLAINT AVISO IMPORTANTE IMPORTANT NOTICE Para obtener información o para presentar una To obtain information or make a complaint: queja: You may call Delta Dental Insurance Companys toll-free number for information or to make a Usted puede llamar al número de teléfono gratuito complaint at: de Delta Dental Insurance Companys para obtener información o para presentar una queja al: 1-800-521-2651 1-800-521-2651 You may also write to Delta Dental Insurance Company at: Usted también puede escribir a Delta Dental InsuranceCompany al: Delta Dental Insurance Company P.O. Box 1809 Delta Dental Insurance Company Alpharetta, GA 30023 P.O. Box 1809 Alpharetta, GA 30023 You may contact the Texas Department of Insurance to obtain information on companies, Usted puede comunicarse con el Departamento de coverages, rights or complaints at: Seguros de Texas para obtener información sobre compañías, coberturas, derechos, o quejas al: 1-800-252-3439 1-800-252-3439 You may write the Texas Department of Insurance at: Usted puede escribir al Departamento de Seguros de Texas a: P.O. Box 149104 P.O. Box 149104 Austin, TX 78714-9104 Austin, TX 78714-9104 Fax: (512) 490-1007 Fax: (512) 490-1007 Web: www.tdi.texas.gov Sitio web: www.tdi.texas.gov Email: ConsumerProtection@tdi.texas.gov Email: ConsumerProtection@tdi.texas.gov PREMIUM OR CLAIM DISPUTES: DISPUTAS POR PRIMAS DE SEGUROS O Should you have a dispute concerning your RECLAMACIONES: premium or about a claim, you should contact Si tiene una disputa relacionada con su prima de your agent or Delta Dental Insurance Company seguro o con una reclamación, usted debe first. Ifthe dispute is not resolved, you may comunicarse con el agente o Delta Dental contact the Texas Department of Insurance. Insurance Company primero. Si la disputa no es resuelta, usted puede comunicarse con el ATTACH THIS NOTICE TO YOUR POLICY: Departamento de Seguros de Texas. This notice is for information only and does not become a part or condition of the attached ADJUNTE ESTE AVISO A SU PÓLIZA: document. Este aviso es solamente para propósitos informativos y no se convierte en parte o en condición del documento adjunto. ENT-DPO-TX-C219841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 TABLE OF CONTENTS ARTICLE 1-DEFINITIONS ARTICLE 2-ELIGIBILITY AND ENROLLMENT ARTICLE 3-MONTHLY PREMIUMS ARTICLE 4-CONDITIONS UNDER WHICH BENEFITSWILL BE PROVIDED ARTICLE 5-GENERAL PROVISIONS ARTICLE 6-TERMINATION ANDRENEWAL ARTICLE 7-ATTACHMENTS ENT-DPO-TX-C319841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 ARTICLE 1-DEFINITIONS Terms when capitalized in this document have defined meanings, given either in the section below or within this Contractssections. 1.01 Accepted Fee--the amount the attending Provider agrees to accept as payment in full for services rendered. 1.02Benefits--covered dental services provided under the terms of this Contract. 1.03Calendar Year--the 12 months of the year from January 1 through December 31. 1.04Claim Form--the standard form used to file a claim or request aPre-Treatment Estimate. 1.05Contract--this agreement between Delta Dentalandthe Contractholder, including theattachments listed in Article 7. 1.06Contract Benefit Level--the percentage of the Maximum Contract Allowancethat Delta Dentalwill pay after the Deductiblehas been satisfiedas shown in Attachment A. 1.07Contractholder--the employer, union or other organization or groupas named hereincontractingto obtain Benefits. 1.08Contract Term--the period during which thisContractisin effect, as shown in AttachmentC. 1.09Contract Year--the 12 months starting on the Effective Dateand each subsequent12 month period thereafter. 1.10Deductible--a dollar amount that an Enrolleeand/or the Enrollees family (for family coverage) must pay for certain covered services before Delta Dentalbegins paying Benefits. ® 1.11Delta Dental PremierProvider (Premier Provider)--a Provider who contracts withDelta Dentalor any other member company of the Delta Dental Plans Association and agrees to accept the Delta Dental Premier Contracted Fee as payment in full for covered services provided under a plan. A Premier Provider also agrees to complywith Delta Dentals administrative guidelines. 1.12Delta Dental Premier Contracted Fee --the fee for each Single Procedure that a Premier Provider has contractually agreed to accept as payment in full forcovered services. SM 1.13DPOProvider(DPOProvider)--aProviderwho contracts with Delta Dental or any other member company of the Delta Dental Plans Association and agrees to accept the DPOContracted Fee as payment in full for covered services provided underaDPOdental plan. A DPOProvider also agrees to complywith Delta Dentals administrative guidelines. 1.14DPOContracted Fee--the fee for each Single Procedurethat aDPOProvider hascontractuallyagreed to accept as payment in full forcovered services. 1.15Dependent Enrollee--an Eligible Dependent enrolled to receive Benefits. 1.16DPO--a Dental Provider Organization. 1.17Effective Date--the original date thisContractstarts, as shown in AttachmentC. 1.18Eligible Dependent --a dependent of an Eligible Employeeeligible for Benefitsunder Article 2. 1.19Eligible Employee--any employeeeligible for Benefitsunder Article 2. 1.20Enrollee--anEligible Employee(Primary Enrollee) or an Eligible Dependent (Dependent Enrollee) enrolled to receive Benefits. 1.21Enrollee Pays--Enrollees financial obligation for services calculated as the difference between the amount shown as the Accepted Fee and the portion shown as Delta Dental Pays on the claims statement when a claim is processed. ENT-DPO-TX-C419841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 1.22Enrollees Effective Date of Coverage--the date the Contractholderreports coverage will begin for each Primary Enrolleeand each Dependent Enrollee. 1.23Maximum--is the maximum dollar amount Delta Dental will pay toward the cost of dental care. Enrollees must satisfy costs above this amount. Delta Dental will pay the Maximum, if applicable, shown in Attachment A for Benefits under this Contract. 1.24Maximum Contract Allowance--the reimbursement under the Enrollees benefit plan against which Delta Dentalcalculates payment and the Enrollees financial obligation. Subject to adjustment for extreme difficulty or unusual circumstances, theMaximum Contract Allowancefor services provided: by a DPO Provider is the lesser of the Providers Submitted Fee or the DPO Contracted Fee. by a Premier Provider is the lesser of the Providers Submitted Fee or the Delta Dental Premier Contracted Fee. by a Non-Delta Dental Provider is the lesser of the Providers Submitted Fee or the Program Allowance. 1.25Non-Delta DentalProvider--aProviderwho is notaDPOProvideror a PremierProvider and who is not contractuallybound to abide by Delta Dentals administrative guidelines. 1.26Open Enrollment Period--the month of the year during which employees may change coverage for the next Contract Year. 1.27Pre-Treatment Estimate--anestimationof the allowable Benefitsunder thisContractfor the services proposed, assuming the personis aneligibleEnrollee. 1.28Premium--the amounts payable by the Contractholdermonthly as provided in AttachmentC. 1.29Primary Enrollee--an Eligible Employeeenrolled in the plan to receive Benefits; may also be referred to as Enrollee. ® 1.30Procedure Code--the Current Dental Terminology(CDT) number assigned to a Single Procedureby the American Dental Association. 1.31Program Allowance --the maximum amount Delta Dental will reimburse for a covered procedure. Delta Dental sets the Program Allowance for each procedure through a review of proprietary data by geographic area. The Program Allowance may vary by the contracting status of the Provider and/or the Program Allowance selected by the Contractholder. 1.32Provider--a person licensed to practice dentistrywhen and where services are performed. AProvidershall also include a dental partnership, dental professional corporation or dental clinic. 1.33Qualifying Status Change--a change in: marital status (marriage, divorce, annulment or death); number of dependents (a childs birth, adoption of a child, placement of child for adoption, institution of a suit wherein the insured seeks to adopt a child, addition of a step or foster child or death of a child); employment status (change in employment status of Enrolleeor Eligible Dependent); dependent child ceases to satisfy eligibility requirements; residence (Enrollee, dependent Spouseor child moves); a court order requiring dependent coverage; or any other current or future election changes permitted by Internal Revenue CodeSection 125. 1.34Single Procedure--a dental procedure that is assigned a separate Procedure Code. 1.35Spouse--a person related to or a partner of the Primary Enrollee: as defined and as may be required to be treated as a Spouse by the laws of the state where this Contract is issued and delivered; as defined and as may be required to be treated as a Spouse by the laws of the state where the Primary Enrollee resides; and as may be recognized by the Contractholder. 1.36Submitted Fee--the amount that the Providerbills and enters on a claim for a specific procedure. ENT-DPO-TX-C519841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 ARTICLE 2-ELIGIBILITY AND ENROLLMENT 2.01Reporting Delta Dental processes eligibility as reported by the Contractholder. On or before the Effective Date, Contractholderwillfurnish to Delta Dental, in writing or viaelectronic format as agreed by Delta Dentaland the Contractholder, a listing of eligible Primary EnrolleesandDependent Enrollees.Electronic format may be file transmissions, Delta Dentals web tool or a combination of the two. The listing shall include but not be limited to the: Primary Enrolleesand Dependent Enrollees: names, EnrolleeID numbers, Enrollees Effective Dateof Coverage, dates of birth, addressesand gender; Dependent Enrolleesdependent status; and Primary Enrolleeslocation, if applicable. The eligibility list shall include all Eligible Employeesunless theEligible Employee waives coverage orenrolls in an alternate dental plan offered by Contractholder. Thereafter, before the tenthday of each month, Contractholdermust furnish to Delta Dentalin the format agreed to above, a listing indicating specific additions, changes or terminations made during the prior month. An Enrolleeremains enrolled until the Contractholdernotifies Delta Dentalof the termination.If the Primary Enrolleeloses coverage or makes any change that affects an Enrollees eligibility, Contractholdermust promptly notify Delta Dentalof such change. Contractholderwill notify Delta Dentalin writing or in electronic media of any requests for Premium adjustments for Enrollees who should have been terminated in the event Delta Dentalwas not previously notified of the termination(s).Retroactivity will be adjustedup to the immediately preceding three (3)months plus the current billingmonth. Delta Dentalwill not make any payment for services provided to an Enrolleewho is not reported to Delta Dentalas an Enrolleeunder this Contractwhen the service is provided. Also, Delta Dentalmaynot pay Benefitsfor an Enrolleeif Premiums are not paid for the month in whichdental services are rendered.Delta Dentalshall not be obligated to recover claims paid to a Provideras a result of Contractholders retroactive eligibility adjustments. The Contractholderagrees to reimburse Delta Dentalfor any erroneous claim payments made by Delta Dentalas a result of incorrect eligibility reporting by the Contractholder. 2.02Contractholderwill permit Delta Dentalto audit Contractholders records to confirm compliance with Articles 2 and3. Delta Dentalwill give Contractholderwritten notice within a reasonable time before the audit date. 2.03Eligible Employees To be determined 2.04Eligible Dependents Dependents are the Primary Enrollees Spouse and unmarried dependent children from birth to age 26. Children include natural children, stepchildren, foster children, adopted children, children placed for adoption, children from which the Primary Enrollee has been appointed legal guardian and children for whom the Primary Enrollee has become party to a suit in which the Primary Enrollee seeks to adopt the child(ren) and children of a partner as recognized by the Contractholder. Newborn infants are eligible from the moment of birth. Adopted children are eligible from the date of placement for adoption, thedate on which the Primary Enrollee has become a party to a suit in which the Primary Enrollee seeks to adopt the child(ren) or final decree of adoption, whichever occurs first. The dependents of Primary Enrollees are eligible to enroll on the same date that the employee, of whom they are a dependent, becomes a Primary Enrollee. Later-acquired dependents become eligible as soon as they acquire dependent status. Unmarried grandchildren who are less than 26years of age and are a dependent of the Primary Enrollee for federal income tax purposes at the time of application for coverage of the grandchild is made. Coverage for said grandchild(ren) may not be terminated solely because the grandchild(ren) is/are no longer dependent upon the Primary Enrollee for federal income tax purposes. Unmarried dependent children, including grandchildren, less than 26years of age for whom the Primary Enrollee is required to insure under a medical support order issued under Chapter 154, Family Code or ENT-DPO-TX-C619841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 enforceable by a court in Texas. Said dependent child(ren) may request to be covered under the Primary Enrollees coverage. Newborn infants are eligible from the moment of birth and coverage continues for a period of 31 days. However, an additional Premium may be required for the initial period of coverage of the newborn. In order for coverage of a newborn to continue beyond the initial 31 day period, you must notify Delta Dental of the birth of the newborn and pay any additional Premium required to maintain coverage. An overage unmarried dependent child, including grandchild may be eligible if: 1)he/she is incapable of self-sustaining employment because of a physically or mentally disabling injury, illness or condition that began prior to reaching the limiting age; 2)he/she is chiefly dependent on the eligible employee for support; and 3)proof of dependents disability is provided within 31 days of request. Such requests will not be made more than once a year following a two year period after this dependent reaches the limiting age. Eligibilitywill continue as long as the dependent relies on the eligible employee for support because of a physically or mentally disabling injury, illness or condition that began before he/she reached the limiting age. Dependents on active military duty are not eligible. 2.05Enrollment of Eligible Employees and Eligible Dependents If Contractholderpays the entire cost of coverage for all Primary Enrollees and Dependent Enrollees, all Eligible Employees and Eligible Dependents are automatically covered under the plan. If the Primary Enrollee must contribute any portion of the cost of coverage, then Eligible Employees must enroll to be covered under the plan. Enrollment must be within 31 days after first becoming eligible or during an Open Enrollment Period. Coverage cannot be dropped or changed other than during an Open Enrollment Period or because of a Qualifying Status Change. If the Primary Enrollee is paying all or a portion of the cost for coverage for Dependent Enrollees in the manner elected by the Contractholder and approved by Delta Dental, then Eligible Dependents must be enrolled within 31 days after the date becoming eligible or during the Open Enrollment Period. Coverage may not be changed at any time other than during an Open Enrollment Period or if there is a Qualifying Status Change. All Eligible Dependents must be enrolled as DependentEnrollees if dependent coverage is elected. A child who is eligible as a Primary Enrollee and a dependent can be insured under this Contract as a Primary Enrollee or a Dependent Enrollee but not both at the same time. 2.06Except for an employee absent from work due to a leave of absence governed by the Family & Medical Leave Act of 1993 (P.L. 103.3), an Enrollee will not be covered for any dental services received while a Primary Enrollee is on strike, lay-off or leave of absence. Furthermore, and Enrollee will not be covered for any dental services while a Primary Enrollee stops working due to a labor dispute unless: (1) Delta Dental receives timely Premium payments for each Enrollee covered under the plan on the date the work stoppage begins; (2) he/she continues to pay the employees individual contribution; and (3) he/she assumes and makes timely Premium payments of the employers contribution during the work stoppage. Contractholder must inform Delta Dental of any change in eligibility as required under section 2.01. Benefits for such Primary Enrollee and his/her Eligible Dependents will resume as follows: If coverage is reactivated in the same Calendar Year, Deductibles and Maximums will resume as if the Primary Enrollee were never gone. If coverage is reactivated in a different Calendar Year, new Deductibles and Maximums will apply. Coverage will resume provided the Contractholder submits the request to Delta Dental that coverage be reactivated. If an employee is rehired within the same Calendar Year, Deductibles and Maximums will resume as if the Primary Enrollee was never gone. 2.07A Primary Enrollee loses coverage on the earlier of the last day of the month of employment, when he/she is no longer an Eligible Member of the Contractholder or the day this Contract is terminated. The Primary Enrollees Spouse loses coverage along with the Primary Enrolleeorwhen dependent status is lost. The Primary Enrollees children lose coverage along with the Primary Enrollee or the last day of themonth when dependent status is lost. ENT-DPO-TX-C719841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Termination of Benefitson Loss of Eligibility Delta Dentalwill not pay for Benefitsfor any services received by a personwho is not an Enrolleeat the time of treatment except for covered dental servicesincurred when the personwas covered if such procedure is completed within 31days of the date coverage ends.A dental service is incurred as follows: for an appliance (or change to an appliance), at the time the impression is made; for a crown, bridge orcast restoration, at the time the tooth or teeth are prepared; for root canal therapy, at the time the pulp chamber is opened; and for all other dental services, at the time the service is performed or the supply furnished. 2.08Continued Coverage UnderUSERRA As required under the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA), if aPrimary Enrolleeis covered by this Contracton the date his or her USERRA leave of absence begins, the Primary Enrolleemay continue dental coverage for himself or herself and any covered dependents. Continuation of coverage under USERRA may not extend beyond the earlier of: 24 months beginning on the date the leave of absence begins or the date the Primary Enrolleefails to return to work within the time required by USERRA.For USERRA leave that extends beyond 31 days, the Premiumfor continuation of coverage will be the same as for COBRA coverage. 2.09Continuation of Coverage Under COBRA When the Eligible Employees of a Contractholderare covered under COBRA (the Consolidated Omnibus Budget Reconciliation Act of 1985), then in consideration of the payments specified in Article 3, Delta Dental agrees to provide the Benefitsto Enrollees who elect continued coverage pursuant to this section, provided: continuation of coverage is required to be offered under COBRA; theEnrolleerequests the continuation within the time frame allowed; theContractholdernotifies Delta Dentalthat the Enrolleehas elected to continue coverage under COBRA; Delta Dentalreceives the required Premiumfor the continued coverage;and this Contractstays in force. Delta Dentaldoes not assume any of the obligations required by COBRA of the Contractholderor any employer (including the obligation to notify potential beneficiaries of their rights or options under COBRA). ARTICLE 3MONTHLY PREMIUMS 3.01Contractholderwill remitto Delta Dental or its Third Party Administratorthe Premiumin the amount and manner shown in AttachmentCfor all Primary Enrollees and Dependent Enrollees. Delta Dental will process eligibility as reported by the Contractholder. For enrollment additions, Contractholder will remit afull months Premiumfor Enrollees whose coverage is effective on the first through the fifteenthcalendar day of a month.Premiums are not due to Delta Dentalfor Enrollees who are enrolled on the sixteenththrough the last day of a month. For enrollment terminations, Contractholder will remita full months Premiumfor Enrollees whose coverage is terminated on the sixteenththrough the last calendar day of a respective month.Premiums are not due to Delta Dentalfor Enrollees whose enrollment is terminated on the firstthrough the fifteenthday of a month. 3.02This Contractwill not be in effect until Delta Dentalreceives the first months Premiums.Subsequent Premiums will be paid by the first day of each month.For each Premiumafter the first, a grace period of 31 days from the due date will be allowed for the payment of the Premium.ThisContractwill continue in force during this period; if the Premiumremains unpaid at the end of the grace period, thisContractmay be terminated by Delta Dentalin accordance with the notice requirements of section6.01.Any payment received after 90 days of the due date shall be subject to interest charges at an annualized rate equal to one percentage point above the then current three (3) month U.S. TreasuryBill rate, which interest shall commence accruing as of the first day following the end of the 30 day grace period. 3.03If this Contractis terminated before the end of a Contract Term,Contractholderwill pay additional charges in accordance with Article 6. 3.04Delta Dentalwill not be responsible or liable for any incorrect, incomplete, obsolete or unreadable data or information supplied to Delta Dentalincluding, but not limited to, eligibility and enrollment information. ENT-DPO-TX-C819841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 3.05Delta Dentalmay change the monthly Premiumwhenever thisContractis amended as stated in section 3.06, or whenever the Contractholderrequests a change in Benefits,eligibility or when due to a state and/or federal mandated change.Any change in Premiumshall not be effective during a Contract Termunless Contractholderand Delta Dentalagree in writing,except as provided in section 3.06,3.07or a state and/or federal mandated change. 3.06Premiums are based on the composition of the Contractholders group at the beginning of each Contract Term. Delta Dental may propose a choice of changes in Premiums or Benefits for a15percent change in composition during the Contract Term, such asanincrease or decrease in enrollment, change in location, change injobclassifications,change in mix of active versus retiree enrollment or other similar change in the Contractholders group composition that laststhree (3) months in a rowor longer and results in an increase in cost per personof the Contractholders group.Within 31 daysof receipt of the proposed change(s), Contractholder will select one of the choices by written notice to Delta Dental.If Contractholder fails to do so, Delta Dental may select one of the choices by written notice to Contractholder.This Contract will be modified for all dental services predetermined and incurredafter notice. 3.07If during the Contract Termany new or increased tax,assessment, or feeis imposed on the amounts payable to,or by,Delta Dentalunder this Contractor any immediately preceding contract between Delta Dental and Contractholder, the Premium amount stated in AttachmentCwill be increased by the amount of any such new or increased tax,assessment, or feeby written notice to Contractholder, and the Contract shall thereby be modified on the date set forth in the notice.Delta Dental will provide 60 daysnoticeof any Premium increase. ARTICLE 4-CONDITIONS UNDER WHICH BENEFITSWILL BE PROVIDED 4.01Delta Dental will pay Benefits for dental services described in Attachment B when provided by a Provider and when necessary and customary under generally accepted dental practice standards. Claims will be processed in accordance with Delta Dentals standard processing policies. The processing policies may be revised at the beginning of a Calendar Year to comply with annual CDT changes made by the American Dental Association and to reflect changes in generally accepted dental practice standards. Delta Dentalwill provide notice of such changes at least 60 days in advance to the Contractholder. The Contractholder is responsible for distributing notice to Primary Enrollees. Delta Dental will use the processing policies that are in effect at the time the claimis processed. Delta Dental may use dentists (dental consultants) to review treatment plans, diagnostic materials and/or prescribed treatments to determine generally accepted dental practices and to determine if treatment has a favorable prognosis. Limitations and exclusions will be applied for the period the person is an Enrollee under any Delta Dental program or prior dental care program provided by the Contractholder subject to receipt of such information from the Contractholder or at the time a claim issubmitted. Additional waiting periods, if any, are shown in Attachment A. If an Enrollee receives dental services from a Provider outside the state of Texas, the Provider will be reimbursed according to Delta Dentals network payment provisions for said state according to the terms of this Contract. If a primary dental procedure includes component procedures that are performed at the same time as the primary procedure, the component procedures are considered to be part of the primary procedure for purposes of determining the benefit payable under this Contract. If the Provider bills separately for the primary procedure and each of its component parts, the total benefit payable for all related charges will be limited to the maximum benefit payable for the primary procedure. 4.02Delta Dentals provision of Benefits is limited to the applicable portion oftheProviders fees or allowances specified in AttachmentA.The Enrollee is responsible for paying the balance of any fees or allowances known as the Enrollee Coinsurance.Contractholder has chosen to require Enrollee Coinsurances under this program as a method of sharing the costs of providing dental Benefits between Contractholder and Enrollees.If the Provider discounts, waives or rebates any portion of the Enrollee Coinsurance to the Enrollee, Delta Dental will be obligated to provide as Benefits only the applicable percentages of the Providers fees or allowances reduced by the amount of such Enrollee Coinsurance fees or allowances that are discounted, waived or rebated. ENT-DPO-TX-C919841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 4.03Deductible As shown on Attachment A, Delta Dental will not pay Benefits for the Deductible amount of the Maximum Contract Allowance for services received each Calendar Year by an Enrollee.The annual maximum Deductible per family, if any, is shown in Attachment A.Only fees an Enrollee pays for covered services that are described in Attachment Bwill count toward the Deductible. 4.04Free Choice of Provider Enrollees may see any Provider for covered treatment whether the Provider is a DPO Provider, Premier Provider or a Non-Delta Dental Provider. Locating a Delta Dental Provider A list of DPO and Premier Providers can be obtained at Delta Dentals website (deltadentalins.com). Providers are regularly added to or deleted from the list.Enrollees are responsible for confirming with the Providers office that a listed Provider is still a participating DPO Provider or Premier Provider. Delta Dental does not guarantee that any particular Provider will be available. Choosing a DPO Provider A DPO Provider potentially allows the greatest reduction in Enrollees out-of-pocket expenses since this select group of Providers will provide Benefits at a charge that has been contractually agreed upon. Payment for Benefits performed by a DPO Provider is based on the Maximum Contract Allowance. Choosing a Premier Provider A Premier Provider is a Delta Dental Provider who has not agreed to the features of the DPO plan. Payment for covered services performed by a Premier Provider is based on the Maximum Contract Allowance. The amount charged by a Premier Provider may be above that accepted by DPO Providers but no more than the Delta Dental Premier Contracted Fee. Choosing a Non-Delta Dental Provider If a Provider is a Non-Delta Dental Provider, the amount charged to Enrollees may be above that accepted by DPO Providers or Premier Providers, and Enrollees will be responsible for balance billed amounts. Payment for covered services performed by a Non-Delta Dental Provider is based on the Maximum Contract Allowance, and the Enrollee may be balance billed up to the Providers Submitted Fee. Additional Obligations of DPO and Premier Providers The DPO Provider or a Premier Provider must accept assignmentof Benefits, meaning these Providers will be paid directly by Delta Dental after satisfaction of the Deductible and Enrollee Coinsurance. The Enrollee does not have to pay all the dental charges while at the dental office and then submit the claim for reimbursement. The DPO Provider or a Premier Provider will complete the dental Claim Form and submit it to Delta Dental for reimbursement. DPO and Premier Providers accept contracted fees as payment in full for covered services and will not balance bill if there is a difference between Submitted Fees and contracted fees. 4.05Coordination of Benefits Delta Dental coordinates the Benefits under this Contract with an Enrollees benefits under any other group or pre-paid plan or insurance policy designed to fully integrate with other policies.If this Contract is the primary plan, Delta Dental will not reduce Benefits. If this is the secondaryplan, Delta Dental may reduce Benefits otherwise payable under this Contract so thatthe total benefits paid or provided by all plans do not exceed 100 percent of total allowable expense. Order of Benefit Determination Rules: The following rules determine which plan is the primary plan: (1)The plan covering the Enrollee as an employee is primary over a plan covering the Enrollee as a dependent. (2)The plan covering the Enrollee as an employee is primary over a plan which covers the insured person as a dependent; except that: if the insured person is also a Medicare beneficiary, and as a result of the rule established by Title XVIII of the Social Security Act and implementing regulations, Medicare is: a)Secondary to the plan covering the insured person as a dependent and ENT-DPO-TX-C1019841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 b)Primary to the plan covering the insured person as other than a dependent (e.g. a retired employee) then the benefits of the plan covering the insured person as a dependent are determined before those of the plan covering the insured person as other than a dependent, then the benefits of the plan covering the insured person as a dependent are determined before those of the plan covering that insured person as other than a dependent. (3)Except as stated in paragraph (4), when this plan and another plan cover the same child as a dependent of different persons, called parents: a)The benefits of the plan of the parent whose birthday falls earlier in a year are determined before those of the plan of the parent whose birthday falls later in that year, but b)If both parents have the same birthday, the benefits of the plan which covered one parent longer are determined before those of the plan which covered the other parent for a shorter period of time. c)However, if the other plan does not have the birthday rule described above, but instead has a rule based on the gender of the parent, and if, as a result, the plans do not agree on the order of benefits, the rule in the other plan will determine the order of benefits. (4)In the case of a dependent child of legally separated or divorced parents, the plan covering the Enrollee as a dependent of the parent with legal custody, or as a dependent of the custodial parents Spouse(i.e. step-parent) will be primary over the plan covering the Enrollee as a dependent of the parent without legal custody.If there is a court decree which would otherwise establish financial responsibility for the health care expenses with respect to the child, the benefits of a plan which covers the child as a dependent of the parent with such financial responsibility will be determined before the benefits of any other policy which covers the child as a dependent child. (5)If the specific terms of a court decree state that the parents will share joint custody, without stating that one of the parents is responsible for the health care expenses of the child, the plans covering the child will follow the order of benefit determination rules outlined in paragraph (3). (6)The benefits of a plan which covers an insured person as an employee who is neither laid-off nor retired are determined before those of a plan which covers that insured person as a laid-off or retired employee. The same would hold true if an insured person is a dependent of a person covered as a retiree oran employee.If the other plan does not have this rule, and if, as a result, the plans do not agree on the order of benefits, this rule (6) is ignored. (7)If an insured person whose coverage is provided under a right of continuation pursuant to federal or state law also is covered under another plan, the following willbe the order of benefit determination: a)First, the benefits of a plan covering the insured person as an employee or Primary Enrollee (or as that insured persons dependent); b)Second, the benefits under the continuation coverage. If the other plan does not have the rule described above, and if, as a result, the plans do not agree on the order of benefits, this rule is ignored. (8)If none of the above rules determine the order of benefits, the benefits of the plan which covered an employee longer are determined before those of the plan which covered that insured person for the shorter term. 4.06Clinical Examination Before approving a claim, Delta Dentalmay obtain, to such extent as may be lawful, from any Provider, or from hospitals in which aProviders care is provided, such information and records relating to an Enrolleeas Delta Dentalmay require to administer the claim.Delta Dentalmay also require that an Enrolleebe examined by a dental consultant retained by Delta Dentalat Delta Dentals expensein or near his/hercommunity or residence.Such information and records will be kept confidentialin accordance with all applicable laws and regulations. 4.07Notice of Claim Forms Delta Dentalwill furnish to any Provideror Enrollee, on request, a Claim Formto make a claim for payment of Benefits.To make a claim, the Claim Form must be completed and signed by the Providerwho performed the services and by the Enrollee(or the parent or guardian of a minor) and submitted to Delta Dentalat the address shown thereon.If Delta Dentaldoes not furnish the Claim Form within 15days after requested by a Provideror Enrollee, the requirements for proof of loss set forth in section 4.09of this Contractwill be deemed to have been complied with upon the submission to Delta Dentalwithin the time established in said section for filing proof of loss, of written proof covering the occurrence, the character and the extent of the loss for which claim is made.Enrolleesand Providers may download a Claim Formfrom Delta Dentals website. ENT-DPO-TX-C1119841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 4.08Pre-Treatment Estimate AProvidermay file a Claim Formbefore treatment, showing the services to be provided to an Enrollee.Delta Dentalwill estimatethe amount of Benefitspayable under this Contractfor the listed services.Benefits will be processed according to the terms of this Contract when the treatment is performed.Pre-Treatment Estimates are valid for 365daysunless other services are received after the date of the Pre-Treatment Estimate, or until an earlier occurrence of any one of the following events: the date this Contract terminates; the date Benefits under this Contract are amended ifservices in the Pre-Treatment Estimateare part of the amendment; the date the Enrollees coverage ends; or the datetheProviders agreement with Delta Dentalends. 4.09Written Notice of Claim/Proof of Loss Delta Dentalmust be given awritten notice of claim, sometimes referred to as a written proof of loss,within 12 monthsafter the date of the lossand must include information regarding other group coverage if applicable. If it is not reasonably possible to give written proof in the time required, the claim will not be reduced or denied solely for this reason, provided proof is filed as soon as reasonably possible.In any event, proof of loss must be given no later than one(1)year from such time (unless the claimant was legally incapacitated). All written proof of loss must be given to Delta Dentalwithin 12monthsofthe termination of this Contract. 4.10Time of Payment Claims payable under this Contractfor any loss other than for which this Contractprovides any periodic payment will be paid no later than 15days after written proof of loss is received. Delta Dentalwill notify the Primary Enrolleeand his/her Providerof any additional information needed to process the claim within this 15 day period. 4.11Claims Appeal Delta Dental will notify the Enrollee and his/her Provider if Benefits are denied for services submitted on a Claim Form, in whole or in part, stating the reason(s) for denial. The Enrollee hasat least 180 days after receiving a notice of denial to request an appeal orcomplainteither verbally by calling Delta Dental at 800- 521-2651 orby writing to Delta Dental giving reasons why they believe the denial was wrong. The Enrollee and his/her Provider may also ask Delta Dental to examine any additional information provided that may support the appealor complaint. Send your appealor complaintto Delta Dental at the address shown below: Delta Dental Insurance Company P.O. Box 1809 Alpharetta, GA 30023 Delta Dentalwill send the Enrollee a written acknowledgment within five (5)days upon receipt of the appeal or complaint.Delta Dental will make a full and fair review and may ask for more documents during this review if needed. The review will take into account all comments, documents, records or other information, regardless of whether such information was submitted or considered initially. If the review is of a denial based in whole or in part on lack of dental necessity, experimental treatment or clinical judgment in applying the terms of this Contract, Delta Dental shall consult with a dentist who has appropriate training and experience. The review will be conducted for us by a person who is neither the individual who made the claim denial that is subject to the review, nor the subordinate of such individual. Delta Dental will send the Enrollee a decision within 30 days after receipt of the Enrollees appeal or complaint. If the Enrollee believes he/she needs further review of their appeal or complaint, he/she may contact his/her state regulatory agency if applicable. If the group health plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA), the Enrollee may contact the U.S. Department of Labor, Employee Benefits Security Administration (EBSA) for further review of the claim or if the Enrollee has questions about the rights under ERISA. The Enrollee may also bring a civil action under Section 502(a) of ERISA. The address of the U.S. Department of Labor is: U.S. Department of Labor, Employee Benefits Security Administration (EBSA), 200 Constitution Avenue, N.W. Washington, D.C. 20210. ENT-DPO-TX-C1219841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 4.12To Whom BenefitsAre Paid Payment for services provided by a DPOProvideror a Premier Provider will be made directly to the Provider. Any other payments provided by this Contractwill be made to the Primary Enrollee,unless the Primary Enrolleerequests when filing proof of loss that the payment be made directly to the Providerproviding the services.All Benefitsnot paid to the Providerwill be payable to the Primary Enrollee, to his/herestate, or to an alternate recipient as directed by court order except that if the person is a minor or otherwise not competent to give a valid release, Benefitsmay be payable to his/herparent, guardian or other person actually supporting him/her. 4.13No change in Benefits will become effective during a Contract Term unless Contractholder and Delta Dental agree in writing. ARTICLE 5-GENERAL PROVISIONS 5.01 Entire Contract:Changes ThisContract, including the attachments listed in Article 7, is the entire agreement between the parties. No agent has authority to change this Contractor waive any of its provisions.No change in this Contractwill be valid unless approved by an executive officer ofDelta Dental. 5.02 Severability If any part of this Contractor an amendment of it is found by a court or other authority to be illegal, void or not enforceable, all other portions of this Contractwill remain in full force and effect. 5.03Conformity with PrevailingLaws All legal questions about this Contractwill be governed by the state of Texaswhere this Contractwas entered into and is to be performed.Any part of this Contractwhich conflicts with the laws of Texasor federal law is hereby amended to conform to the minimum requirements of such laws. 5.04Misstatements on Application:Effect In the absence of fraudor intentional misrepresentation of material fact in applying for or procuring coverage under the terms of this Contract,all statements made by the Contractholderwill be deemed representations and not warranties.No such statement will be used in defense to a claim under this Contract, unless it is contained in a written instrument signed by the Contractholder, a copy of which has been furnished to such Contractholder. 5.05 Legal Actions No action at law or in equity will be brought to recover on this Contractbefore 60days after written proof of loss has been filed in accordance with requirements of this Contract; nor will an action be brought after the expiration of three (3) years after the time written proofof lossis required to be furnished. 5.06 Not in Lieu of Workers Compensation This Contractis not in lieu of and does not affect any requirements for coverage by workers compensation insurance. 5.07 Certificate of Insurance Delta Dental will issue to the Contractholder an electronic file containing a certificate/Evidence of Coverage booklet summarizing the Benefits to which Enrollees are entitled and to whom Benefits are payable.Each Primary Enrollee will have electronic access to the certificate. Delta Dental will also furnish a hard copy to a Primary Enrollee or the Contractholder upon request.The certificate is not assignable and the Benefits are not assignable prior to a claim.If any amendment to this Contract will materially affect any Benefits described in the certificate, new certificates or amendmentsshowing the change will be issued. 5.08Publications About Program Contractholderand DeltaDentalagree to consult as is reasonably practical on all material published or distributed about this Contract.No material will be published or distributed which conflicts with the terms of this Contract. 5.09Provider Relationships Contractholderand Delta Dentalagree to permit and encourage the professional relationship between Providerand Enrolleeto be maintained without interference. Any DPO, Premieror Non-Delta Dental Provider, including any Provideror employee associated with or employed by them, who providesdental ENT-DPO-TX-C1319841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 services to Enrollees does soas an independent contractor and shall be solely responsible for dental advice and for performance of dental services, or lack thereof, to the Enrollee. 5.10Notice:Where Directed All formal notices under this Contract must be in writing and sent by email, facsimile (fax), first-class United States mail, overnight delivery service or personal delivery.Notice by United States mail will be effective 48 hours after mailing with fully pre-paid postage. Contractholder shall designate in writing on the application a representative for purposes of receiving notices from Delta Dental under this Contract. Contractholdermay change its representative at any time with 30 days written notice to Delta Dental.The Contractholders representative shall disseminate notices to the Enrollees within 30 days of receipt. 5.11Time Limit on Certain Defenses After thisContracthas been in force for two (2)years from the Effective Date, no statement made by the Contractholderwill be used to void thisContract.No statement by anEnrolleewith respect to the Enrollees insurability, will be used to reduce or deny a claim or contest the validity of insurance for such Enrolleeafter that persons coverage has been in effect two (2)years or more during his or her lifetime. 5.12Compliance with Administrative Simplification, Security and Privacy Regulations Contractholderand Delta Dentalshall comply in all respects with applicable federal, state and local laws and regulations relating to administrative simplification, security and privacy of individually identifiable Enrollee informationincludingexecutinga Business Associate Addendumas required by Health Insurance Portability and Accountability Act of 1996(HIPAA).The Contractholderand Delta Dental agreethat this Contractshall incorporate termsas necessary and as applicable to execute the required agreements (i.e. business associate agreement) to comply with federal regulations issued under the HIPAA, HITECH Actor to comply with any other enacted administrative simplifications, security or privacy laws or regulations. 5.13Impossibility of Performance Neither party shall be liable to the other or be deemed to be in breach of this Contractfor any failure or delay in performance arising out of causes beyond its reasonable control.Such causes are strictly limited to include acts of God or of a public enemy, explosion, fires, or unusually severe weather.Dates and times of performance shall be extended to the extent of the delays excused by this paragraph, provided that the party whose performance is affected notifies the other promptly of the existence and nature of the delay. 5.14Third Party Administrator (TPA) Delta Dental may use the services of a TPA, duly registered under applicable state law, to provide services under this Contract. Any TPA providing such services or receiving such information shall enter into a separate Business Associate Agreement with Delta Dental providing that the TPA shall meet HIPAAand HITECHrequirements for the preservation of protected health information of Enrollees. 5.15Holding Company Delta Dental is a member of the Insurance Holding Company System of Delta Dental of California (the Enterprise).There are service agreements between and among the controlled member companies of the Enterprise.Delta Dental is a party to some of these service agreements, and it is expected that the services, which include certain ministerial tasks, will continue to be performed by these controlled member companies, which operate under strict confidentiality and/or business associate agreements.All such service agreements have been approved by the respectiveregulatory agencies. 5.16Mutual Confidentiality Contractholder and Delta Dental agree to maintain confidential information using the same degree of care (which shall be no less than reasonable care) as each uses to protect its own confidential information of a similar nature and to use confidential information only for specified purposes. Confidential information includes any information which the owner deems confidential, whethermarked as confidential or otherwise clearly identifiable as confidential and includes information not generally known by the public or by parties which are competitive with or otherwise in an industry, trade or business similar to the owner of the confidential information. The recipient of confidential information shall notify the owner of any unauthorized disclosure or breach of confidentiality as soon as possible after discovery and without unreasonable delay. 5.17Trademarks:Service Marks Unless specifically allowed in this Contract, neither party shall use the name, trademarks, service marks or other proprietary branding of the other party without the advance written approval of the other party. ENT-DPO-TX-C1419841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 5.18Non-Discrimination Delta Dental is committedto ensuring that no person is excluded from, or denied the benefits of its services, or otherwise discriminated against on the basis of race, color, national origin, disability, age, genetic testing, sexual orientation or gender identity. Any person who believes that he or she has individually, or as a member of any specific class of persons, been subjected to discrimination may file a complaint in writing to: Delta Dental Insurance Company P.O. Box 1809 Alpharetta, Georgia 30023-1809 ARTICLE 6-TERMINATION ANDRENEWAL 6.01This Contractmay be terminated only as follows: By Delta Dental, (1)upon 60 days written notice if Contractholderfails to furnish Delta Dentala list of all Enrollees as required under section 2.01; or (2)upon 60 days written notice if Contractholderfails to permit Delta Dentalto inspect Contractholders records as called for under section 2.02; or (3)upon 31 days written notice if Contractholderfails to pay Premiums, in the amount and manner required by Article 3. By Delta Dental, with 60days written notice if the Contractholder reports fewer than the Minimum Number of Primary Enrollees shown in AttachmentCforthree (3) consecutive months. By Delta Dentalat the end of a Contract Term upon 60 days written notice. 6.02If this Contract terminates under section 6.01 first and/or second bullet, Contractholder may become obligated upon termination to pay Delta Dental for that portion of the monthly Premium which constitutes for the current Contract Term Delta Dentals direct costs of administering this Contract multiplied by the remaining number of months from the date of termination to the expiration of the current Contract Term, but the amount will not exceed 25% of the total Premium for the entire Contract Term. 6.03If Contractholdernotifies Delta Dentalthat it intends to terminate thisContractupon less than 60 days notice, section 6.02 will apply as if Delta Dentalterminated thisContractunder Section 6.01 first and/or second bullet. 6.04Delta Dentalwill not be required to do Pre-Treatment Estimatesif thisContractis terminated for any cause nor will Delta Dentalbe required to pay for services performed beyond the termination date except for completion of Single Procedures commenced while thisContractwas in effectas stated in Section 2.07. 6.05Delta Dentalwill provide 60 days advance written renewal notice prior to the end of the initial or any subsequent Contract Terms indicating if Premiums and/or Benefitswill remain the same or change.The Contractholders payment of the Premiumindicated in the renewal notice for the new Contract Termwill signify the Contractholders acceptance of the renewal.If the Contractholderfails to provide written notification to Delta Dentalof non-renewal by the date indicated in the renewal letter and/or does not pay the Premiums indicated in the renewal notice with the new Contract Term,Delta Dentalwill terminate this Contractunder section 6.01 firstbullet, item (3). ARTICLE 7-ATTACHMENTS These documents are attached to this Contractand made a part of it: Texas Life and Health Insurance Guaranty Association OHCA Contract Notice for Fully Insured Groups Attachment ADeductibles, Maximums and Contract Benefit Levels Attachment A-1Maximum Enhancement Attachment BServices, Limitations and Exclusions AttachmentCGroup Variables ENT-DPO-TX-C1519841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 IMPORTANT INFORMATION ABOUT COVERAGE UNDER THE TEXAS LIFE AND HEALTH INSURANCE GUARANTY ASSOCIATION (For Insurers declared insolvent or impaired on or after September 1, 2011) Texas law establishes a system to protect Texas policyholders if their life or health insurance company fails. The Texas Life and Health Insurance Guaranty Association (the Association) administers this protection system. Only the policyholders of insurance companies that are members of the Association are eligible for this protection which is subject to the terms, limitations, and conditions of the Association law. (The law is found in the Texas Insurance Code,Chapter 463.) It is possible that the Association may not protect all or part of your policy because of statutory limitations. Eligibility for Protection by the Association When a member insurance company is found to be insolvent and placed under an order of liquidation by a court or designated as impaired by the Texas Commissioner of Insurance, the Association provides coverage to policyholders who are: Residents of Texas (regardless of where the policyholder lived when the policy was issued) Residents of other states, ONLY if the following conditions are met: 1.The policyholder has a policy with a company domiciled in Texas; 2.The policyholders state of residence has a similar guaranty association; and 3.The policyholder is not eligible for coverage by the guaranty association of the policyholders state of residence. Limits of Protection by the Association Accident, Accident and Health, or Health Insurance: For each individual covered under one or more policies: up to a total of $500,000 for basic hospital, medical-surgical, and major medical insurance, $300,000 for disability or long term care insurance, or $200,000 for other types of health insurance. Life Insurance: Net cash surrender value or net cash withdrawal value up to a total of $100,000 under one or more policies on a single life; or Death benefits up to a total of $300,000 under one or more policies on a single life; or Total benefits up to a total of $5,000,000 to any owner of multiple non-group life policies. Individual Annuities: Present value of benefits up to a total of$250,000 under one or more contracts on any one life. Group Annuities: Present value of allocated benefits up to a total of $250,000 on any one life; or Present value of unallocated benefits up to a total of $5,000,000 for one contractholder regardless of the number of contracts. Aggregate Limit: $300,000 on any one life with the exception of the $500,000 health insurance limit, the $5,000,000 multiple owner life insurance limit, and the $5,000,000 unallocated group annuity limit. These limits are applied for each insolvent insurance company. Insurance companies and agents are prohibited by law from using the existence of the Association for the purpose of sales, solicitation, or inducement to purchase any form of insurance. When you are selecting an insurance company, you should not rely on Association coverage. For additional questions on Association protection or general information about an insurance company, please use the following contact information. Texas Life and Health InsuranceTexas Department of Insurance Guaranty AssociationP.O. Box 149104 515 Congress Avenue, Suite 1875Austin, Texas 78714-9104 Austin, TX 78701800-252-3439 or www.tdi.state.tx.us 800-982-6362 or www.txlifega.org DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 OHCA Contract Notice for Fully Insured Groups Delta Dental Insurance Company (Delta Dental) and the fully insured Group Health Plan (Contractholder) participate in an Organized Health Care Arrangement (as defined in 45 Code of Federal Regulations (C.F.R.) §164.501) (OHCA). The Contractholder hereby certifies that: The Contractholderwill treat all PHI in accordance with the standards of the HIPAA Privacy Rules and update its plan documents to reflect that it will limit access to PHI to those employees and authorized representatives of the Contractholder whose access is necessary to perform the plan administration functions permitted under the HIPAA Privacy Rules and that PHI will not be used in the context of other benefit plans or in employment-related decisions. In order for PHI beyond summary health information to be disclosed, the fully insured Contractholder must: (1) provide a signed attestation that their plan documents have been amended to comply with the applicable HIPAA privacy administrative safeguard provisions; (2) have issued a HIPAA compliant privacy notice; and (3) provide individuals with the right to access, review, amend, and receive an accounting of disclosures. PHI requested is the minimum necessary for the Contractholder to perform its health care operations and/or payment activities related to the Contract herein. If Delta Dental is directed to release PHI to a third party, the third party has a HIPAA compliant BAA with the Contractholder. DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Attachment A Deductibles, Maximums and Contract Benefit Levels Contractholder: City of Denton Group Number: 19841Effective Date:January 1, 2019 Deductibles & Maximums Dental Service Category Low PlanHigh Plan Annual Deductible$50per Enrollee each Calendar $50 per Enrollee each Calendar YearYear $150per family each Calendar $150 per family each Calendar Year Year Deductibles waived for Diagnostic &Preventive and Diagnostic &Preventive and Orthodontic ServicesOrthodontic Services Annual Maximum$1,750per Enrollee per Calendar $1,750 per Enrollee per Calendar YearYear Lifetime Orthodontic Maximum$1,000 per Enrollee$1,500per Enrollee Delta Dental will receive credit for Delta Dental will receive credit for Maximum Takeover Credit any amount paid under the any amount paid under the Contractholders previous dental Contractholders previous dental care plan, if applicable, for care plan, if applicable, for Orthodontic Services. These Orthodontic Services. These amounts will be credited towards amounts will be credited towards the lifetime maximum amounts the lifetime maximum amounts payable for Orthodontic Services.payable for Orthodontic Services. Contract Benefit Levels Low PlanHigh Plan Dental Service CategoryDelta Dental Delta Dental Delta Dental Delta Dental SM DPOPremierandDPO ProvidersPremier and ProvidersNon-Delta Non-Delta Dental Dental ProvidersProviders Delta Dental will pay or otherwise discharge the Contract Benefit Level shown below for the following services: 0%%0%0% Diagnostic and Preventive Services 0%0%0%0% Basic Services 50%50%50%50% Major Services Orthodontic Services50%50%50%50% Reimbursement is based on DPO Contracted Fees for DPO Providers, Premier Contracted Fees for Premier Providers and Program Allowance for Non-Delta Dental Providers. E-DPO-A-DM2LH21 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Attachment B Services, Limitations and Exclusions Contractholder: City of Denton Group Number: 19841Effective Date:January 1, 2019 Description of Dental Services Delta Dentalwill pay or otherwise discharge the Contract Benefit Level shown in Attachment A for the following services: Diagnostic and Preventive Services (1)Diagnostic:procedures to aid the Provider in determining required dental treatment. (2)Preventive:cleaning (including scaling in the presence of generalized moderate or severe gingival inflammation-full mouth, which is considered to be a Diagnostic and Preventive Benefit, and periodontal maintenance,which is considered to be a Basic Benefit for payment purposes), topical application of fluoride solutions, space maintainers. (3)Sealants:topically applied acrylic, plastic or composite materials used to seal developmental grooves and pits in permanent molars for the purpose of preventing decay. Basic Services (1)Oral Surgery:extractions and other surgical procedures (including pre-and post- operative care). (2)General Anesthesia when administered by a Provider for covered Oral Surgery or or IV Sedation:selected endodontic and periodontalsurgical procedures. (3)Endodontics:treatment of diseases and injuries of the tooth pulp. (4)Periodontics:treatment of gums and bones supporting teeth. (5)Palliative:emergency treatment to relieve pain. (6)Restorative:amalgam and resin-based composite restorations (fillings) and prefabricated crowns for treatment of carious lesions (visible destruction of hard tooth structure resulting from the process of decay). (7)Denture Repairs:repair to partial or complete dentures,including rebase procedures and relining. (8)Specialist opinion or advice requested by ageneral dentist. Consultations: Major Services (1)Crowns and treatment of carious lesions (visible decay of the hard tooth structure) Inlays/Onlays:when teeth cannot be restored with amalgam or resin-based composites. (2)Prosthodontics:procedures for construction of fixed bridges, partial or complete dentures and the repair of fixed bridges; implant surgical placement and removal; and for implant supported prosthetics, including implant repair and recementation. Orthodontic Services Procedures performed by a Provider using appliances to treat malocclusion of teeth and/or jaws which significantly interferes with their function. ENT-LE-TX119841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Note on additional Benefits during pregnancy When an Enrollee is pregnant, Delta Dental will pay for additional services to help improve the oral health of the Enrollee during the pregnancy. The additional services each Calendar Year while the Enrollee is covered under the Contract include one (1) additional oral exam and either one (1) additional routine cleaning; one (1) additional periodontal scaling and root planing per quadrant; or one (1) additional periodontal maintenance procedure. Written confirmation of the pregnancy must be provided by the Enrollee or her Provider when the claim is submitted. Limitations (1)Services that are more expensive than the form of treatment customarily provided under accepted dental practice standards are called Optional Services. Optional Services also include the use of specialized techniques instead of standard procedures. Examples of Optional Services: a)a composite restoration instead of an amalgam restoration on posterior teeth; b)a crown where a filling would restore the tooth; c)aninlay/onlay instead of an amalgam restoration; d)porcelain, resin or similar materials for crowns placed on a maxillary second or third molar, or on any mandibular molar (an allowance will be made for a porcelain fused to high noble metal crown); or e)an overdenture instead of denture. If an Enrollee receives Optional Services, an alternate Benefit will be allowed, which means Delta Dental will base Benefits on the lower cost of the customary service or standard practice instead of on the higher cost of the Optional Service. The Enrollee will be responsible for the difference between the higher cost of the Optional Service and the lower cost of the customary service or standard procedure. (2)Exam and cleaning limitations: a)Delta Dental will pay for oral examinations (except after-hours exams and exams for observation) and cleanings (including scaling in presence of generalized moderate or severe gingival inflammation-full mouth, periodontal maintenance in the presence of inflamed gums or any combination thereof) no more than twice in a Calendar Year. b)A full mouth debridement is allowed once in a lifetime when the Enrollee has no history of prophylaxis, scaling and root planing, periodontal surgery or periodontal maintenance procedures within three (3) years. When allowed a full mouth debridement counts toward the maintenance frequency in the year provided. c)Note that periodontal maintenance, Procedure Codes that include periodontal maintenance and full mouth debridement are covered as a Basic Benefit and that routine cleanings (including scaling in the presence of generalized moderate or severe gingival inflammation-full mouth) are covered as a Diagnostic and Preventive Benefit. See note on additional Benefits during pregnancy. d)Caries risk assessments are allowed once in 36 months. (3)X-ray limitations: a)Delta Dental will limit the total reimbursable amount to the Providers Accepted Fee for a complete intraoral series when the fees for any combination of intraoral x-rays in a single treatment series meet or exceed the Accepted Fee for a complete intraoral series. b)When a panoramic film is submitted with supplemental film(s), Delta Dental will limit the total reimbursable amount to the Providers Accepted Fee for a complete intraoral series. c)If a panoramic film is taken in conjunction with an intraoral complete series, Delta Dental considers the panoramic film to be included in the complete series. d)A complete intraoral series and panoramic film are each limited to once every 60 months. e)Bitewing x-rays are limited to two (2) times in a Calendar Year when provided to Enrollees under age 18 and one (1) time each Calendar Year for Enrollees age 18 and over. Bitewings of any type are disallowed within 12 months of a full mouth series unless warranted by special circumstances. (4)Topical application of fluoride solutions is limited to Enrollees to age 19 and no more than twice in a Calendar Year. ENT-LE-TX219841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 (5)Space maintainer limitations: a)Space maintainers are limited to the initial appliance and are a Benefit for an Enrollee to age 14. However, a distal shoe space maintainer-fixed-unilateral is limited to children eight (8) and younger. A separate/additional space maintainer can be allowed after the removal of a unilateral distal shoe. b)Recementation of space maintainer is limited to once per lifetime. c)The removal of a fixed space maintainer is considered to be included in the fee for the space maintainer; however, an exception is made if the removal is performed by a different Provider/Providers office. (6)Pulp vitality tests are allowed once per day when definitive treatment is not performed. (7)Cephalometric x-rays, oral/facial photographic images and diagnostic casts are covered once per lifetime in conjunction with Orthodontic Services only when Orthodontic Services are a covered benefit. If Orthodontic Services are covered, see Limitations as age limits may apply. However, 3D x-rays are not a covered benefit. (8)Sealants are limited as follows: a)to permanent first molars through age eight (8) and to permanent second molars through age 15 if they are without caries (decay) or restorations on the occlusal surface. b)repair or replacement of a Sealant on any tooth within 24 months of its application is included in the fee for the original placement. (9)Specialist Consultations, screenings of patients, and assessments of patients are limited to once per lifetime per Provider and count toward the oral exam frequency. (10)Delta Dental will not cover replacement of an amalgam or resin-based composite restorations (fillings) or prefabricated crowns within 24 months of treatment if the service is provided by the same Provider/Provider office. Replacement restorations within 24 months are included in the fee for the original restoration. (11)Protective restorations (sedative fillings) are allowed once per tooth per lifetime when definitive treatment is not performed on the same date of service. (12)Prefabricated crowns are allowed on baby (deciduous) teeth and permanent teeth up to age 16. Replacement restorations within 24 months are included in the fee for the original restoration. (13)Therapeutic pulpotomy is limited to once per lifetime for baby (deciduous) teeth only and is considered palliative treatment for permanent teeth. (14)Pulpal therapy (resorbable filling) is limited to once in a lifetime. Retreatment of root canal therapy by the same Provider/Provider office within 24 months is considered part of the original procedure. (15)Apexification is only benefited on permanent teeth with incomplete root canal development or for the repair of a perforation. Apexification visits have a lifetime limit per tooth of one (1) initial visit, four (4) interim visits and one (1) final visit to age 19. (16)Retreatment of apical surgery by the same Provider/Provider office within 24 months is considered part of the original procedure. (17)Palliative treatment is covered per visit, not per tooth, and the fee includes all treatment provided other than required x-rays or select Diagnostic procedures. (18)Periodontal limitations: a)Benefits for periodontal scaling and root planing in the same quadrant are limited to once in every 24- month period. See note on additional Benefits during pregnancy. No more than two quadrants of scaling and root planing will be covered on the same date of service. b) Periodontal surgery in the same quadrant is limited to once in every 36-month period and includes any surgical re-entry or scaling and root planing performed within 36-months bythe same Provider/Provider office. ENT-LE-TX319841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 c)Periodontal services, including bone replacement grafts, guided tissue regeneration, graft procedures and biological materials to aid in soft and osseous tissue regeneration are only covered for the treatment of natural teeth and are not covered when submitted in conjunction with extractions, periradicular surgery, ridge augmentation or implants. Guided tissue regenerations and/or bone grafts are not benefited in conjunction with soft tissue grafts in the same surgical area. d)Periodontal surgery is subject to a 30 day wait following periodontal scaling and root planing in the same quadrant. e)Cleanings (regular and periodontal) and full mouth debridement are subject to a 30 day wait following periodontal scaling and root planing if performed by the same Provider office. f)When implant procedures are a covered benefit, scaling and debridement in the presence of inflammation or mucositis of a single implant, including cleaning of the implant surfaces, without flap entry and closure is covered as a Basic Service and are limited to once in a 24-month period. (19)Oral Surgery services are covered once in a lifetime except removal of cysts and lesions and incision and drainage procedures, which are covered once in the same day. (20)The following Oral Surgery procedure is limited to age 19 (or orthodontic limiting age): transseptal fiberotomy/supra crestal fiberotomy, by report. (21)The following Oral Surgery procedures are limited to age 19 (or orthodontic limiting age) provided Orthodontic Services are covered: surgical access of an unerupted tooth, placement of device to facilitate eruption of impacted tooth, and surgical repositioning of teeth. (22)Crowns and Inlays/Onlays are limited to Enrollees age 12 and older and are covered not more often than once in any 60 month period except when Delta Dental determines the existing Crown or Inlay/Onlay is not satisfactory and cannot be made satisfactory because the tooth involved has experienced extensive loss or changes to tooth structure or supporting tissues. (23)Core buildup, including any pins, are covered not more than oncein any 60 month period. (24)Post and core services are covered not more than once in any 60 month period. (25)Crown repairs are covered not more than twice in any 60 month period. Crowns, inlays/onlays and fixed bridges include repairs for 24 months following installation. (26)Denture Repairs are covered not more than once in any six (6) month period except for fixed Denture Repairs which are covered not more than twice in any 60 month period. (27)Prosthodontic appliances,implants and/or implant supported prosthetics that were provided under any Delta Dental program will be replaced only after 60 months have passed, except when Delta Dental determines that there is such extensive loss of remaining teeth or change in supporting tissue that the existing fixed bridge or denture cannot be made satisfactory. Fixed prosthodontic appliances are limited to Enrollees age 16 and older. Replacement of a prosthodontic appliance and/or implant supported prosthesis not provided under a Delta Dental program will be made if Delta Dental determines it is unsatisfactory and cannot be made satisfactory. Diagnostic and treatment facilitating aids for implants are considered a part of, and included in, the fees for the definitive treatment. Delta Dentals payment for implant removal is limited to one (1) for each implant during the Enrollees lifetime whether provided under Delta Dental or any other dental care plan. (28)When a posterior fixed bridge and a removable partial denture are placed in the same arch in the same treatment episode, only the partial denture will be a Benefit. (29)Recementation of Crowns, Inlays/Onlays or bridges is included in the fee for the Crown, Inlay/Onlay or bridge when performed by the same Provider/Provider office within six (6) months of the initial placement. After six (6) months, payment will be limited to one (1) recementation in a lifetime by the same Provider/Provider office. (30)Delta Dental limits payment for dentures to a standard partial or complete denture (Enrollee Coinsurances apply). A standard denture means a removable appliance to replace missing natural, permanent teeth that is made from acceptable materials by conventional means and includes routine post delivery care including any adjustments and relines for the first six (6) months after placement. ENT-LE-TX419841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 a)Denture rebase is limited to one (1) per arch in a 24-month period and includes any relining and adjustments for six (6) months following placement. b)Dentures, removable partial dentures and relines include adjustments for six (6) months following installation. After the initial six (6) months of an adjustment or reline, adjustments are limited to two (2) per arch in a Calendar Year and relining is limited to one (1) per arch in a six (6) month period. c)Tissue conditioning is limited to two (2) per arch in a 12-month period. However, tissue conditioning is not allowed as a separate Benefit when performed on the same day as a denture, reline or rebase service. d)Recementation of fixed partial dentures is limited to once in a lifetime. (31)Limitations on Orthodontic Services: a)The maximum amount payable for each Enrollee is shown in Attachment A. b)Benefits for Orthodontic Services will be provided in periodic payments based on the Enrollees continuing eligibility. c)Benefits are not paid to repair or replace any orthodontic appliance received under this plan. d)Benefits are not paid for orthodontic retreatment procedures. Exclusions Delta Dental does not pay Benefits for: (1)treatment of injuries or illness covered by workers compensation or employers liability laws; services received without cost from any federal, state or local agency, except for services covered by the Medical Assistance Act of 1967, as amended (Article 695j, Vernons Texas Civil Statutes). Delta Dental will reimburse the Texas Department of Human Services for the cost of services paid by the Department under said Act to the extent such costs are for services which are Benefits under this Contract. If the Texas Department of Human Services is paying benefits pursuant to Chapters 31 and 32 of the Human Services Code (financial and medical assistance programs administered pursuant to the Human Services code) and a parent who is covered by the group policy has possession or access to a child pursuant to a court order, or is entitled to access or possession of a child and is required by the court to pay child support, then all benefits paid on behalf of the child or children must be paid to the Texas Department of Human Services. (2)cosmetic surgery or procedures for purely cosmetic reasons. (3)maxillofacial prosthetics. (4)provisional and/or temporary restorations (exceptan interim removable partial denture to replace extracted anterior permanent teeth during the healing period for children 16 years of age or under). Provisional and/or temporary restorations are not separately payable procedures and are included in the fee for completed service. (5)services for congenital (hereditary) or developmental (following birth) malformations, including but not limited to cleft palate, upper and lower jaw malformations, enamel hypoplasia (lack of development), fluorosis (a type of discoloration of the teeth) and anodontia (congenitally missing teeth), except those services provided to newborn children for medically diagnosed congenital defects or birth abnormalities. (6)treatment to stabilize teeth, treatment to restore tooth structure lost from wear, erosion, or abrasion or treatment to rebuild or maintain chewing surfaces due to teeth out of alignment or occlusion. Examples include but are not limited to: equilibration, periodontal splinting, complete occlusal adjustments or Night Guards/Occlusal guards and abfraction. (7)any Single Procedure provided prior to the date the Enrollee became eligible for services under this plan. (8)prescribed drugs, medication, pain killers, antimicrobial agents, or experimental/investigational procedures. (9)charges for anesthesia, other than General Anesthesia and IV Sedation administered by a Provider in connection with covered Oral Surgery or selected Endodontic and Periodontal surgical procedures. Local anesthesia and regional/or trigeminal bloc anesthesiaare not separately payable procedures. (10)extraoral grafts (grafting of tissues from outside the mouth to oral tissues). (11)laboratory processed crowns for Enrollees under age 12. ENT-LE-TX519841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Attachment A-1 Maximum Enhancement Delta Dental agrees to annually provide each Enrollee with an increase (hereinafterreferredto as Enhancement) to their Annual Maximumof up to $400 ofthe unused portion of his/her Annual Maximum from the precedingCalendar Yearto a cumulative total of the followingprovided the Enrollee meets the Qualifying Conditions listed below: st $2,150 during the 1Calendar Year of benefits; nd $2,550 during the 2Calendar Yearof benefits; and rd $2,950 during the 3Calendar Year and thereafterof benefits. To qualify for an Enhancement, the Enrollee must meet all of the Qualifying Conditions following: -All claims paid on behalf of theEnrollee during the preceding Calendar Year must not exceed $1,750. At least one preventiveclaim for covered dental treatment must have - been submitted during the preceding Calendar Year. Enrolleesmust have continuous coverage. - Delta Dental will determine if an Enrollee isentitled to an Enhancement - Grant of the Enhancement of their individual Annual Maximum based on claims received by March st 31for the preceding Calendar Year.Delta Dental will issue Enhancements within 120 days after the end of the preceding Calendar Year. If an Enrollee fails to submit a claim for covered dental treatment during - a Calendar Year, the Enrollee will not be entitled to receive an Enhancement for that Calendar Year but the Enrollee will retain all Enhancements of their Annual Maximum previously granted. -Claims will be applied first to the satisfaction of the plans standard Use of Enhancement Annual Maximum before being applied to any Enhancement(s) and then in the order of the oldest Enhancement. -Enrollees may use an Enhancement only after it has been granted. -Enhancements must be used within one (1) year from when it is earned. -Enrollees will lose any accumulated Enhancement if enrollment is Loss of Enhancement terminated or there is a break in coverage. ENT-MAXEN219841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Attachment B Services, Limitations and Exclusions Contractholder: City of Denton Group Number: 19841 Effective Date: January 1, 2019 Description of Dental Services Delta Dental will pay or otherwise discharge the Contract Benefit Level shown in Attachment A for the following services: Diagnostic and Preventive Services (1) Diagnostic:procedures to aid the Provider in determining required dental treatment. (2) Preventive: cleaning (including scaling in the presence of generalized moderate or severe gingival inflammation-full mouth, which is considered to be a Diagnostic and Preventive Benefit, and periodontal maintenance, which is considered to be a Basic Benefit for payment purposes), topical application of fluoride solutions, space maintainers. (3) Sealants: topically applied acrylic, plastic or composite materials used to seal developmental grooves and pits in permanent molars for the purpose of preventing decay. Basic Services (1) Oral Surgery: extractions and other surgical procedures (including pre- and post-operative care). (2) General Anesthesia when administered by a Provider for covered Oral Surgery or or IV Sedation: selected endodontic and periodontal surgical procedures. (3) Endodontics: treatment of diseases and injuries of the tooth pulp. (4) Periodontics: treatment of gums and bones supporting teeth. (5) Palliative: emergency treatment to relieve pain. (6) Restorative:amalgam and resin-based composite restorations (fillings) and prefabricated crowns for treatment of carious lesions (visible destruction of hard tooth structure resulting from the process of decay). (7) Specialist opinion or advice requested by a general dentist. Consultations: Major Services (1) Crowns and treatment of carious lesions (visible decay of the hard tooth Inlays/Onlays: structure) when teeth cannot be restored with amalgam or resin-based composites. (2) Prosthodontics:procedures for construction of fixed bridges, partial or complete dentures and the repair of fixed bridges; implant surgical placement and removal; and for implant supported prosthetics, including implant repair and recementation. (3) Denture Repairs:repair to partial or complete dentures, including rebase procedures and relining. Orthodontic Services Procedures performed by a Provider using appliances to treat malocclusion of teeth and/or jaws which significantly interferes with their function. ENT-LE-TX 1 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Note on additional Benefits during pregnancy When an Enrollee is pregnant, Delta Dental will pay for additional services to help improve the oral health of the Enrollee during the pregnancy. The additional services each Calendar Year while the Enrollee is covered under the Contract include one (1) additional oral exam and either one (1) additional routine cleaning; one (1) additional periodontal scaling and root planing per quadrant; or one (1) additional periodontal maintenance procedure. Written confirmation of the pregnancy must be provided by the Enrollee or her Provider when the claim is submitted. Limitations (1)Services that are more expensive than the form of treatment customarily provided under accepted dental practice standards are called Optional Services. Optional Services also include the use of specialized techniques instead of standard procedures. Examples of Optional Services: a)a composite restoration instead of an amalgam restoration on posterior teeth; b)a crown where a filling would restore the tooth; c)an inlay/onlay instead of an amalgam restoration; d)porcelain, resin or similar materials for crowns placed on a maxillary second or third molar, or on any mandibular molar (an allowance will be made for a porcelain fused to high noble metal crown); or e)an overdenture instead of denture. If an Enrollee receives Optional Services, an alternate Benefit will be allowed, which means Delta Dental will base Benefits on the lower cost of the customary service or standard practice instead of on the higher cost of the Optional Service. The Enrollee will be responsible for the difference between the higher cost of the Optional Service and the lower cost of the customary service or standard procedure. (2) Exam and cleaning limitations: a) Delta Dental will pay for oral examinations (except after-hours exams and exams for observation) and cleanings (including scaling in presence of generalized moderate or severe gingival inflammation-full mouth, periodontal maintenance in the presence of inflamed gums or any combination thereof) no more than twice in a Calendar Year. b) A full mouth debridement is allowed once in a lifetime when the Enrollee has no history of prophylaxis, scaling and root planing, periodontal surgery or periodontal maintenance procedures within three (3) years. When allowed a full mouth debridement counts toward the maintenance frequency in the year provided. c) Note that periodontal maintenance, Procedure Codes that include periodontal maintenance and full mouth debridement are covered as a Basic Benefit and that routine cleanings (including scaling in the presence of generalized moderate or severe gingival inflammation-full mouth) are covered as a Diagnostic and Preventive Benefit. See note on additional Benefits during pregnancy. d) Caries risk assessments are allowed once in 36 months. (3) X-ray limitations: a) Delta Dental will limit the total reimbursable amount to the Providers Accepted Fee for a complete intraoral series when the fees for any combination of intraoral x-rays in a single treatment series meet or exceed the Accepted Fee for a complete intraoral series. b) When a panoramic film is submitted with supplemental film(s), Delta Dental will limit the total reimbursable amount to the Providers Accepted Fee for a complete intraoral series. c) If a panoramic film is taken in conjunction with an intraoral complete series, Delta Dental considers the panoramic film to be included in the complete series. d) A complete intraoral series and panoramic film are each limited to once every 60 months. e) Bitewing x-rays are limited to two (2) times in a Calendar Year when provided to Enrollees under age 18 and one (1) time each Calendar Year for Enrollees age 18 and over. Bitewings of any type are disallowed within 12 months of a full mouth series unless warranted by special circumstances. (4) Topical application of fluoride solutions is limited to Enrollees to age 19 and no more than twice in a Calendar Year. ENT-LE-TX 2 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 (5) Space maintainer limitations: a) Space maintainers are limited to the initial appliance and are a Benefit for an Enrollee to age 14. However, a distal shoe space maintainer-fixed-unilateral is limited to children eight (8) and younger. A separate/additional space maintainer can be allowed after the removal of a unilateral distal shoe. b) Recementation of space maintainer is limited to once per lifetime. c) The removal of a fixed space maintainer is considered to be included in the fee for the space maintainer; however, an exception is made if the removal is performed by a different Provider/Providers office. (6) Pulp vitality tests are allowed once per day when definitive treatment is not performed. (7) Cephalometric x-rays, oral/facial photographic images and diagnostic casts are covered once per lifetime in conjunction with Orthodontic Services only when Orthodontic Services are a covered benefit. If Orthodontic Services are covered, see Limitations as age limits may apply. However, 3D x-rays are not a covered benefit. (8) Sealants are limited as follows: a) to permanent first molars through age eight (8) and to permanent second molars through age 15 if they are without caries (decay) or restorations on the occlusal surface. b) repair or replacement of a Sealant on any tooth within 24 months of its application is included in the fee for the original placement. (9) Specialist Consultations, screenings of patients, and assessments of patients are limited to once per lifetime per Provider and count toward the oral exam frequency. (10) Delta Dental will not cover replacement of an amalgam or resin-based composite restorations (fillings) or prefabricated crowns within 24 months of treatment if the service is provided by the same Provider/Provider office. Replacement restorations within 24 months are included in the fee for the original restoration. (11) Protective restorations (sedative fillings) are allowed once per tooth per lifetime when definitive treatment is not performed on the same date of service. (12) Prefabricated crowns are allowed on baby (deciduous) teeth and permanent teeth up to age 16. Replacement restorations within 24 months are included in the fee for the original restoration. (13) Therapeutic pulpotomy is limited to once per lifetime for baby (deciduous) teeth only and is considered palliative treatment for permanent teeth. (14) Pulpal therapy (resorbable filling) is limited to once in a lifetime. Retreatment of root canal therapy by the same Provider/Provider office within 24 months is considered part of the original procedure. (15) Apexification is only benefited on permanent teeth with incomplete root canal development or for the repair of a perforation. Apexification visits have a lifetime limit per tooth of one (1) initial visit, four (4) interim visits and one (1) final visit to age 19. (16) Retreatment of apical surgery by the same Provider/Provider office within 24 months is considered part of the original procedure. (17) Palliative treatment is covered per visit, not per tooth, and the fee includes all treatment provided other than required x-rays or select Diagnostic procedures. (18) Periodontal limitations: a) Benefits for periodontal scaling and root planing in the same quadrant are limited to once in every 24-month period. See note on additional Benefits during pregnancy. No more than two quadrants of scaling and root planing will be covered on the same date of service. ENT-LE-TX 3 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 b) Periodontal surgery in the same quadrant is limited to once in every 36-month period and includes any surgical re-entry or scaling and root planing performed within 36-months by the same Provider/Provider office. c) Periodontal services, including bone replacement grafts, guided tissue regeneration, graft procedures and biological materials to aid in soft and osseous tissue regeneration are only covered for the treatment of natural teeth and are not covered when submitted in conjunction with extractions, periradicular surgery, ridge augmentation or implants. Guided tissue regenerations and/or bone grafts are not benefited in conjunction with soft tissue grafts in the same surgical area. d) Periodontal surgery is subject to a 30 day wait following periodontal scaling and root planing in the same quadrant. e) Cleanings (regular and periodontal) and full mouth debridement are subject to a 30 day wait following periodontal scaling and root planing if performed by the same Provider office. f) When implant procedures are a covered benefit, scaling and debridement in the presence of inflammation or mucositis of a single implant, including cleaning of the implant surfaces, without flap entry and closure is covered as a Basic Service and are limited to once in a 24-month period. (19) Oral Surgery services are covered once in a lifetime except removal of cysts and lesions and incision and drainage procedures, which are covered once in the same day. (20) The following Oral Surgery procedure is limited to age 19 (or orthodontic limiting age): transseptal fiberotomy/supra crestal fiberotomy, by report. (21) The following Oral Surgery procedures are limited to age 19 (or orthodontic limiting age) provided Orthodontic Services are covered: surgical access of an unerupted tooth, placement of device to facilitate eruption of impacted tooth, and surgical repositioning of teeth. (22) Crowns and Inlays/Onlays are limited to Enrollees age 12 and older and are covered not more often than once in any 60 month period except when Delta Dental determines the existing Crown or Inlay/Onlay is not satisfactory and cannot be made satisfactory because the tooth involved has experienced extensive loss or changes to tooth structure or supporting tissues. (23) Core buildup, including any pins, are covered not more than once in any 60 month period. (24) Post and core services are covered not more than once in any 60 month period. (25) Crown repairs are covered not more than twice in any 60 month period. Crowns, inlays/onlays and fixed bridges include repairs for 24 months following installation. (26) Denture Repairs are covered not more than once in any six (6) month period except for fixed Denture Repairs which are covered not more than twice in any 60 month period. (27) Prosthodontic appliances, implants and/or implant supported prosthetics that were provided under any Delta Dental program will be replaced only after 60 months have passed, except when Delta Dental determines that there is such extensive loss of remaining teeth or change in supporting tissue that the existing fixed bridge or denture cannot be made satisfactory. Fixed prosthodontic appliances are limited to Enrollees age 16 and older. Replacement of a prosthodontic appliance and/or implant supported prosthesis not provided under a Delta Dental program will be made if Delta Dental determines it is unsatisfactory and cannot be made satisfactory. Diagnostic and treatment facilitating aids for implants are considered a part of, and included in, the fees for the definitive treatment. Delta Dentals payment for implant removal is limited to one (1) for each implant during the Enrollees lifetime whether provided under Delta Dental or any other dental care plan. (28) When a posterior fixed bridge and a removable partial denture are placed in the same arch in the same treatment episode, only the partial denture will be a Benefit. ENT-LE-TX 4 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 (29) Recementation of Crowns, Inlays/Onlays or bridges is included in the fee for the Crown, Inlay/Onlay or bridge when performed by the same Provider/Provider office within six (6) months of the initial placement. After six (6) months, payment will be limited to one (1) recementation in a lifetime by the same Provider/Provider office. (30) Delta Dental limits payment for dentures to a standard partial or complete denture (Enrollee Coinsurances apply). A standard denture means a removable appliance to replace missing natural, permanent teeth that is made from acceptable materials by conventional means and includes routine post delivery care including any adjustments and relines for the first six (6) months after placement. a) Denture rebase is limited to one (1) per arch in a 24-month period and includes any relining and adjustments for six (6) months following placement. b) Dentures, removable partial dentures and relines include adjustments for six (6) months following installation. After the initial six (6) months of an adjustment or reline, adjustments are limited to two (2) per arch in a Calendar Year and relining is limited to one (1) per arch in a six (6) month period. c) Tissue conditioning is limited to two (2) per arch in a 12-month period. However, tissue conditioning is not allowed as a separate Benefit when performed on the same day as a denture, reline or rebase service. d) Recementation of fixed partial dentures is limited to once in a lifetime. (31) Limitations on Orthodontic Services: a) The maximum amount payable for each Enrollee is shown in Attachment A. b) Benefits for Orthodontic Services will be provided in periodic payments based on the Enrollees continuing eligibility. c) Benefits are not paid to repair or replace any orthodontic appliance received under this plan. d) Benefits are not paid for orthodontic retreatment procedures. Exclusions Delta Dental does not pay Benefits for: (1)treatment of injuries or illness covered by workers compensation or employers liability laws; services received without cost from any federal, state or local agency, except for services covered by the Medical Assistance Act of 1967, as amended (Article 695j, Vernons Texas Civil Statutes). Delta Dental will reimburse the Texas Department of Human Services for the cost of services paid by the Department under said Act to the extent such costs are for services which are Benefits under this Contract. If the Texas Department of Human Services is paying benefits pursuant to Chapters 31 and 32 of the Human Services Code (financial and medical assistance programs administered pursuant to the Human Services code) and a parent who is covered by the group policy has possession or access to a child pursuant to a court order, or is entitled to access or possession of a child and is required by the court to pay child support, then all benefits paid on behalf of the child or children must be paid to the Texas Department of Human Services. (2)cosmetic surgery or procedures for purely cosmetic reasons. (3)maxillofacial prosthetics. (4)provisional and/or temporary restorations (except an interim removable partial denture to replace extracted anterior permanent teeth during the healing period for children 16 years of age or under). Provisional and/or temporary restorations are not separately payable procedures and are included in the fee for completed service. (5)services for congenital (hereditary) or developmental (following birth) malformations, including but not limited to cleft palate, upper and lower jaw malformations, enamel hypoplasia (lack of development), fluorosis (a type of discoloration of the teeth) and anodontia (congenitally missing teeth), except those services provided to newborn children for medically diagnosed congenital defects or birth abnormalities. ENT-LE-TX 5 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 (6)treatment to stabilize teeth, treatment to restore tooth structure lost from wear, erosion, or abrasion or treatment to rebuild or maintain chewing surfaces due to teeth out of alignment or occlusion. Examples include but are not limited to: equilibration, periodontal splinting, complete occlusal adjustments or Night Guards/Occlusal guards and abfraction. (7)any Single Procedure provided prior to the date the Enrollee became eligible for services under this plan. (8)prescribed drugs, medication, pain killers, antimicrobial agents, or experimental/investigational procedures. (9)charges for anesthesia, other than General Anesthesia and IV Sedation administered by a Provider in connection with covered Oral Surgery or selected Endodontic and Periodontal surgical procedures. Local anesthesia and regional/or trigeminal bloc anesthesia are not separately payable procedures. (10)extraoral grafts (grafting of tissues from outside the mouth to oral tissues). (11)laboratory processed crowns for Enrollees under age 12. (12)fixed bridges and removable partials for Enrollees under age 16. (13)interim implants and endodontic endosseous implant. (14)indirectly fabricated resin-based Inlays/Onlays. (15)charges by any hospital or other surgical or treatment facility and any additional fees charged by the Provider for treatment in any such facility. (16)treatment by someone other than a Provider or a person who by law may work under a Providers direct supervision. (17)charges incurred for oral hygiene instruction, a plaque control program, preventive control programs including home care times, dietary instruction, x-ray duplications, cancer screening or tobacco counseling. (18)dental practice administrative services including, but not limited to, preparation of claims, any non-treatment phase of dentistry such as provision of an antiseptic environment, sterilization of equipment or infection control, or any ancillary materials used during the routine course of providing treatment such as cotton swabs, gauze, bibs, masks or relaxation techniques such as music. (19)procedures having a questionable prognosis based on a dental consultants professional review of the submitted documentation. (20)any tax imposed (or incurred) by a government, state or other entity, in connection with any fees charged for Benefits provided under the Contract, will be the responsibility of the Enrollee and not a covered Benefit. (21)Deductibles, amounts over plan maximums and/or any service not covered under the dental plan. (22)services covered under the dental plan but exceed Benefit limitations or are not in accordance with processing policies in effect at the time the claim is processed. (23)services for Orthodontic treatment (treatment of malocclusion of teeth and/or jaws) except as provided under the Orthodontic Services section, if applicable. (24)services for any disturbance of the Temporomandibular (jaw) Joints (TMJ) or associated musculature, nerves and other tissues) except as provided under the TMJ Benefit section, if applicable. ENT-LE-TX 6 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 (25)missed and/or cancelled appointments. (26)actions taken to schedule and assure compliance with patient appointments are inclusive with office operations and are not a separately payable service. (27)the fees for care coordination are considered inclusive in overall patient management and are not a separately payable service. (28)dental case management motivational interviewing and patient education to improve oral health literacy. (29)non-ionizing diagnostic procedure capable of quantifying, monitoring and recording changes in structure of enamel, dentin, and cementum. (30)extra-oral 2D projection radiographic image and extra-oral posterior dental radiographic image. ENT-LE-TX 7 19841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 ATTACHMENT C GROUP VARIABLES for City of Denton 19841 Effective Date:January 1, 2019 Contract Term:January 1 2019 thru December 31, 2020 Termination (Minimum Number of Primary Enrollees): Less than 10 Primary Enrollees or a reduction of 30% or more in the number of Primary Enrollees over three (3) consecutive months. Premiums: Monthly Amount:Low PlanHigh Plan Per Primary Enrollee:$22.46$51.64 Per Primary Enrollee and Spouse:$47.20$98.68 Per Primary Enrollee and Child(ren):$58.78$100.59 Per Primary Enrollee and Family:$83.45$150.46 Monthly Amount:**Low Plan**High Plan** Per Primary Enrollee:$23.81$54.74 Per Primary Enrollee and Spouse:$50.03$104.60 Per Primary Enrollee and Child(ren):$62.31$106.63 Per Primary Enrollee and Family:$88.46$159.49 rd year of this Contract Term to more than the monthly **Delta Dental agrees Premiums will not increase for the 3 amounts shown above. Premiums are to be remitted to: Delta DentalInsurance Company P.O. Box 7564 San Francisco, CA 94120-7564 Payment Breakdown: Primary Enrollee shall pay:100% for Primary Enrollee 100% for Dependent Enrollees Contractholder may charge persons electing continued coverage pursuant to Title X of P.L. 99 as permitted by law. ENT-GV-TX119841 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Delta Dental Performance Guarantees Client: City of Denton Effective: January 1, 2019 Delta Dental agrees to provide the following levels of service in the performance of its obligations under this contract. Should any of the following service levels not be met, any payment due will be issued in the form of a check, based on the total administration at the end of each contract year. Percent of Service Category Expected Standards/Results Administration at Risk* Onboarding The assigned Onboarding Project Manager will partner with the client to gather requirements and onboard the plan end to end in Delta Dentals system. Standards of service include: a) Onboarding Project Manager will provide oversight on 1% end to end set up to ensure the project stays on track and overall client satisfaction is met (Client Satisfaction Survey item # 2a) 1% b) Onboarding Project Manager will provide timely response and follow-up on phone calls and e-mails from the client. (Client Satisfaction Survey #2b) 1% c) Onboarding Project Manager is knowledgeable on your benefit plan (Client Satisfaction Survey item #2c) 1% d) Onboarding Project Manager will communicate potential problems timely (Client Satisfaction Survey item #2d) e) Onboarding Project Manager will provide service that 1% meets the clients expectations (Client Satisfaction Survey item #2e) The client will monitor and evaluate Delta Dentals Onboarding performance and provide feedback via a Delta Dental Client Onboarding Satisfaction Survey. Pertinent questions for this guarantee are in the Onboarding Team section of the survey. Client satisfaction for each of the criteria above will be deemed as being met given a rating of Good, Very Good or Excellent. *Performance Guarantees apply to Fee-for-Service Plans only; excludes assessments, taxes and commissions, if applicable. Delta Dental will not incur penalties for its failure to meet the terms of these guarantees if this failure is caused by fires, acts of public enemies, acts of God, civil disturbances, labor disputes or by any similar act or event beyond the reasonable control of the client or Delta Dental. 1 rev. 3/13/2018 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Percent of Service Category Expected Standards/Results Administration at Risk* The assigned Account Manager will partner with the client to Account Management meet the dental benefit objectives and work on the clients behalf to optimize service levels. Standards of service include: a) Account Manager will provide comprehensive assistance 1% for the client in support of top-tier customer service. (Client Satisfaction Survey item #7) b) Account Manager will provide timely response and follow- 1% up on phone calls and e-mails from the client. (Client Satisfaction Survey item #8). c) Account Manager will meet with the clients benefit staff 1% as needed to meet the clients objectives and oversee the annual open enrollment process, including participation in employee information meetings, if applicable. (Client Satisfaction Survey item #10). 1% d) Account Manager will provide ongoing assistance with any issues escalated by designated benefits contacts. (Client Satisfaction Survey item #11). The client will monitor and annually evaluate the Account Management performance and provide feedback via a Delta Dental Client Satisfaction Survey. Pertinent questions for this guarantee are in the Account Management section of the survey. Client satisfaction for each of the criteria above will be deemed as being met given a rating of Good, Very Good or Excellent. Eligibility 95% of electronic eligibility will be loaded within three (3) 0.5% business days from receipt of data. Guarantee is contingent upon receipt of data in a mutually agreed upon format. Measurement will be on a global basis and reported annually. Eligibility updates will be completed on average within five (5) 0.5% business days from receipt of data. Guarantee is contingent upon receipt of data in a mutually agreed upon format Measurement will be on a global basis and reported annually. Eligibility updates will be guaranteed with 98% accuracy. 0.5% Guarantee is contingent upon receipt of data in a mutually agreed upon format Measurement will be on a global basis and reported annually. *Performance Guarantees apply to Fee-for-Service Plans only; excludes assessments, taxes and commissions, if applicable. Delta Dental will not incur penalties for its failure to meet the terms of these guarantees if this failure is caused by fires, acts of public enemies, acts of God, civil disturbances, labor disputes or by any similar act or event beyond the reasonable control of the client or Delta Dental. 2 rev. 3/13/2018 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Percent of Service Category Expected Standards/Results Administration at Risk* 85% of claims received will be processed within 15 calendar Claims 1% Turnaround days. Claims turnaround is measured from the date of the initial receipt of the claim with complete information to the date the claim is processed. Measurement will be on a global basis and reported annually. Overall Claims 99% financial (dollar) accuracy. 1% Accuracy Financial (dollar) accuracy is calculated from a random sample and defined as the total dollar amount paid correctly in the sample divided by the total dollar amount that paid in the sample. Measurement will be on a global basis and reported annually. 97% payment accuracy. 1% Payment accuracy is calculated from a random sample and defined as the number of claims in the sample without payment errors divided by the total number of claims in the sample. Measurement will be on a global basis and reported annually. 95% processing accuracy. 1% Processing accuracy is calculated from a random sample and defined as the number of claims in the sample without payment or nonpayment errors divided by the total number of claims in the sample. Measurement will be on a global basis and reported annually. 85% of all customer calls to the Contact Center will be Customer 1% answered within 30 seconds. Service Measurement will be on a global basis and reported annually. 90% of Customer Service phone inquiries will be resolved 1% within one (1) business day. Measurement will be on a global basis and reported annually. 1% Written inquiries will be responded to within an average of seven (7) calendar days of receipt. Measurement will be on a global basis and reported annually. Call abandonment rate will be 5% or less. 1% Measurement will be on a global basis and reported annually. *Performance Guarantees apply to Fee-for-Service Plans only; excludes assessments, taxes and commissions, if applicable. Delta Dental will not incur penalties for its failure to meet the terms of these guarantees if this failure is caused by fires, acts of public enemies, acts of God, civil disturbances, labor disputes or by any similar act or event beyond the reasonable control of the client or Delta Dental. 3 rev. 3/13/2018 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 Percent of Service Category Expected Standards/Results Administration at Risk* 85% of participants that respond to the Enrollee Satisfaction Enrollee0.5% Satisfaction Survey will rate Delta Dental overall as Good, Very Good or Excellent. Overall enrollee satisfaction is measured by a survey distributed to a random sampling of enrollees. Measurement will be on a global basis and reported annually. Client Reporting Client-specific reporting package as agreed upon will be 1% provided within 60 days from the close of the established reporting period. Measurement will be on a client-specific basis and reported annually. TOTAL ADMINISTRATION AT RISK 20% Measurements of performance guarantees will not begin until the month after all aspects of the onboarding process have been completed including: 1) A completed and signed client application 2) All eligibility specifications for reformatting (if reformatting is necessary) 3) Full file history tape prior to processing of claims (if history load is required) Unless specified above, the length of the Performance Guarantee period will follow the term of the sold contract period. *Performance Guarantees apply to Fee-for-Service Plans only; excludes assessments, taxes and commissions, if applicable. Delta Dental will not incur penalties for its failure to meet the terms of these guarantees if this failure is caused by fires, acts of public enemies, acts of God, civil disturbances, labor disputes or by any similar act or event beyond the reasonable control of the client or Delta Dental. 4 rev. 3/13/2018 DocuSign Envelope ID: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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: 7E5064E5-6522-434A-A07A-9A04B5BFB851 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 Certificate Of Completion Envelope Id: 7E5064E56522434AA07A9A04B5BFB851Status: Completed Subject: Please DocuSign: City Council Contract 6826 - Voluntary Dental Insurance Benefits Source Envelope: Document Pages: 96Signatures: 7Envelope Originator: Certificate Pages: 6Initials: 0Suzzen Stroman AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)suzzen.stroman@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Suzzen StromanLocation: DocuSign 10/10/2018 3:59:22 PM suzzen.stroman@cityofdenton.com Signer EventsSignatureTimestamp Mack ReinwandSent: 10/10/2018 4:07:02 PM mack.reinwand@cityofdenton.comViewed: 10/10/2018 4:13:08 PM City of DentonSigned: 10/10/2018 4:13:58 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 Suzzen StromanSent: 10/10/2018 4:07:02 PM Completed suzzen.stroman@cityofdenton.comViewed: 10/10/2018 4:07:11 PM BuyerSigned: 10/10/2018 4:07:17 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 Melissa FullertonSent: 10/10/2018 4:07:03 PM mfullerton@delta.orgViewed: 10/10/2018 4:09:57 PM Vice President of SalesSigned: 10/10/2018 4:16:00 PM Delta Dental Insurance Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 198.232.186.10 (None) Electronic Record and Signature Disclosure: Accepted: 10/10/2018 4:09:57 PM ID: 7d008180-514f-4ba1-b448-ee2f58efe343 Carla RomineSent: 10/10/2018 4:16:03 PM Carla.Romine@cityofdenton.comViewed: 10/10/2018 4:19:00 PM Human Resources DirectorSigned: 10/10/2018 4:19:16 PM 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 4:19:00 PM ID: 7aee4ddc-5408-4413-b709-6a91ee133c73 Signer EventsSignatureTimestamp Tabitha MillsopSent: 10/10/2018 4:19:19 PM Completed tabitha.millsop@cityofdenton.comViewed: 10/24/2018 10:13:32 AM City of DentonSigned: 10/24/2018 10:13:57 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: 10/24/2018 10:14:01 AM Todd.Hileman@cityofdenton.comViewed: 10/24/2018 10:19:11 AM City ManagerSigned: 10/24/2018 10:19:19 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 47.190.47.120 (None) Signed using mobile Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer WaltersSent: 10/24/2018 10:19:22 AM jennifer.walters@cityofdenton.comViewed: 10/25/2018 10:23:02 AM City SecretarySigned: 10/25/2018 10:23:22 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: Not Offered via DocuSign In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Jill M BalboniSent: 10/10/2018 4:07:02 PM jbalboni@delta.orgViewed: 10/10/2018 4:08:33 PM Director of Sales Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri ThurmanSent: 10/10/2018 4:07:02 PM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy EventsStatusTimestamp Nora ColoradoSent: 10/10/2018 4:19:19 PM ncolorado@delta.org Account Executive Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 10/24/2018 10:14:00 AM jane.richardson@cityofdenton.comViewed: 10/24/2018 12:18:04 PM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer BridgesSent: 10/25/2018 10:23:25 AM 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: 10/25/2018 10:23:26 AM jane.richardson@cityofdenton.comViewed: 10/25/2018 11:23:13 AM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott PayneSent: 10/25/2018 10:23:27 AM Scott.Payne@cityofdenton.comViewed: 10/25/2018 10:27:15 AM Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted10/25/2018 10:23:27 AM Certified DeliveredSecurity Checked10/25/2018 10:23:27 AM Signing CompleteSecurity Checked10/25/2018 10:23:27 AM CompletedSecurity Checked10/25/2018 10:23:27 AM 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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After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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By checking the 'I Agree' box, I confirm that: I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND UNITEDHEALTHCARE INSURANCE COMPANY, INC. (CONTRACT 6826) THIS CONTRACT is made and entered into this date ______________________, by and between UnitedHealthcare Insurance Company a Connecticut corporation, whose address is450 Columbus Blvd., Hartford, CT 06103, 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 accordance with the City’s document RFP 6826 - Voluntary Vision Insurance Benefits, 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 (Exhibit “A”); (b)City of Denton’s RFP 6826(Exhibit “B” on File at the Office of the Purchasing Agent); (c)City of Denton Standard Terms and Conditions (Exhibit “C”); (d)Insurance Requirements (Exhibit “D”); (e)Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f)Contractor’s Proposal(Exhibit "F"); (g)House Bill 89 Verification (Exhibit “G”) (h)Senate Bill 252 Certification (Exhibit “H”) 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 above. These documents shall be referred to collectively as “Contract Documents.” 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 # 6826 DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA Exhibit A Special Terms and Conditions 1.Total Contract Amount The contract total for services shall not exceed $625,600. Pricing shall be per Exhibit F attached. 2.Contract Terms The contract term will be three (3) years with the option to renew for two (2) additional years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department 3.Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment yearly. The escalation/de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the yearly percentage change in the manufacturer’s price list. The price adjustment will be determined yearly from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment yearly in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA Exhibit B City of Denton’s RFP 6826(on File at the Office of the Purchasing Agent) Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to 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 be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or 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, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1.CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with 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 and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, 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 # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 6.DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include 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 has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall 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 itself as to the nature of the City’s service requirements and specifications, the location and 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 in any way affect performance of the Contractor’s obligations 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, City Staff, participants and others on or near the City’s facilities. 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 # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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 Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall 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 the Contractor’s 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 release after each delivery. 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 and the master agreement number if applicable, the Department’s Name, and 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 waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. 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: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received 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; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the 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 City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to 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 negotiated. Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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 Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City 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 and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to 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 except as provided in the Contractor’s Plan. The Contractor shall not substitute 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 remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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 manufacture, and conform in all material respects to the specifications, drawings, and descriptions Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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-conforming deliverables with fully conforming deliverables, at the City’s option 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 not impair the City’s rights under this section. 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 manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 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 of the breach warranty, but failure to give timely notice shall not impair the City’s rights under 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 reduce the amount of services it may be required to purchase under the Contract from the Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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 claims, costs, losses and damages attributable to the City’s evaluation of and determination to 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 question the other party’s intent to perform, demand may be made to the other party for written 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 Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to 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 ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s 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, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and 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 Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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 limited to the agents, officers and employees of the City, the Contractor, the Contractor’s 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 PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and 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. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by 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 will accept workers’ compensation coverage written by the Texas Workers’ Compensation 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 solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance 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 Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within 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 Contractor’s ability to perform thereunder, the Contractor shall give 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 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 in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices 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 Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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 other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this 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-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that 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 require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the 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, 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, Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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. 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 nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of 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 interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, 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. 40.ADVERTISING: The Contractor shall not advertise or publish, without the City’s 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 Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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 Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall 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, worker’s compensation, 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 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 Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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 Contractor will share the mediator’s fees equally and the parties will bear their own costs of 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 Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (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 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: No Offeror, or Offeror’s agent, shall engage in any 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: No Offeror, or Offeror’s agent, shall 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 Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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 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). Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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 Workers’ Compensation insurance coverage. Respondent shall ensure compliance with 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 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 Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under 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.City’s standard terms and conditions 4.Purchase order 5.Supplier terms and conditions Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA Exhibit D INSURANCE REQUIREMENTS AND WORKERS COMPENSATION 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 # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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 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 # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA \[X\] 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 on an occurrence" basis and the policy shall be issued by the same insurance company 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 # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA \[ \] 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 The Contractor shall provide coverage for Riggers Liability. Said coverage may be provided by a Riggers Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Riggers Liability Coverage form. 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 portion of this coverage should be written on a blanket basis to cover all employees, 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 # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA ATTACHMENT 1 \[X\] Workers’ Compensation Coverage for Building or Construction Projects for 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 # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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 # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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. The contractors failure to comply with any of these provisions is a breach of 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 # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA 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 Commission’s website within seven business days. Contract # 6826 DocuSign Envelope ID: E3ABAD26-BE6B-46B5-976E-BEA4744ACFF1DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA wCt ЏБЋЏ Ώ ƚƌǒƓƷğƩǤ 5ĻƓƷğƌ ğƓķ źƭźƚƓ .ĻƓĻŅźƷƭ Product Proposal Pricing: Item # tƩƚķǒĭƷ 5ĻƭĭƩźƦƷźƚƓ SECTION C- Vision 9ƒƦƌƚǤĻĻ hƓƌǤ υЎ͵ЏЉ 9ƒƦƌƚǤĻĻ њ hƓĻ υБ͵ВЏ 9ƒƦƌƚǤĻĻ њ CğƒźƌǤ υЊЍ͵ЎЌ SECTION D- RATE GUARANTEE (YES/NO) wğƷĻ DǒğƩğƓƷĻĻ źƭźƚƓ CƩƚƒ ЊΉЊΉЋЉЊВ Ʒƚ ЊЋΉЌЊΉЋЉЋЊwĻƓĻǞğƌ wğƷĻ /ğƦʹ bƚ DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA DocuSign Envelope ID: 0F8B7D25-640D-43CB-BD12-C00DC18AFAEA Certificate Of Completion Envelope Id: 0F8B7D25640D43CBBD12C00DC18AFAEAStatus: Completed Subject: City Council Docusign Item 6826 - Voluntary Vision Insurance Benefits Source Envelope: Document Pages: 35Signatures: 3Envelope Originator: Certificate Pages: 6Initials: 0Suzzen Stroman AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)suzzen.stroman@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Suzzen StromanLocation: DocuSign 10/17/2018 2:16:22 PM suzzen.stroman@cityofdenton.com Signer EventsSignatureTimestamp Suzzen StromanSent: 10/17/2018 3:33:43 PM Completed suzzen.stroman@cityofdenton.comViewed: 10/17/2018 3:33:52 PM BuyerSigned: 10/17/2018 3:33:55 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 Carla RomineSent: 10/17/2018 3:33:43 PM Carla.Romine@cityofdenton.comViewed: 10/17/2018 5:11:49 PM Human Resources DirectorSigned: 10/17/2018 5:14:37 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 10/17/2018 5:11:49 PM ID: e48c3c34-0234-4787-9f8e-fc8d7e6c6929 Tabitha MillsopSent: 10/17/2018 5:14:39 PM Completed tabitha.millsop@cityofdenton.comViewed: 10/24/2018 10:03:04 AM City of DentonSigned: 10/24/2018 10:11:58 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: 10/24/2018 10:12:01 AM todd.hileman@cityofdenton.comViewed: 10/24/2018 10:19:35 AM City ManagerSigned: 10/24/2018 10:19:39 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 47.190.47.120 (None) Signed using mobile Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Signer EventsSignatureTimestamp Jennifer WaltersSent: 10/24/2018 10:19:41 AM jennifer.walters@cityofdenton.comViewed: 10/25/2018 10:23:42 AM City SecretarySigned: 10/25/2018 10:24:06 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: 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: 10/17/2018 5:14:38 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: 10/24/2018 10:12:00 AM jane.richardson@cityofdenton.comViewed: 10/24/2018 12:18:25 PM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer BridgesSent: 10/25/2018 10:24:07 AM 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: 10/25/2018 10:24:08 AM jane.richardson@cityofdenton.comViewed: 10/25/2018 11:25:26 AM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott PayneSent: 10/25/2018 10:24:09 AM Scott.Payne@cityofdenton.com Security Level: Email, Account Authentication (None) Carbon Copy EventsStatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted10/25/2018 10:24:09 AM Certified DeliveredSecurity Checked10/25/2018 10:24:09 AM Signing CompleteSecurity Checked10/25/2018 10:24:09 AM CompletedSecurity Checked10/25/2018 10:24:09 AM 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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