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' • " ���' � '• •� - ., # � .,� .• �# •� ����# . `� '[ � � � � � � � �' � � , � # � 1 � * . . . �, � T �. .# .� " ! ��•';. 1, . - ;� '� � ' �• ��;� • • ��#� • l,�• ' � ���� � ��� � . � �� -, #� ., �R • � � �' • - . . � • 'f' '• • '1 ••'! "� . •' � - � �k � ��'� � . � �' � ' " � " •+, . . �, � ., • � ' ! " ' � � # • !' •.� . .� � I � •' • � . RFP NUMBER CONT CTOR AMOUNT • , . 1� 11��� � -• -. . ' . ' • .' � � i - .� ' • . �� ��� - . •� . �� � w� . ♦ . . �� # _ • _ _ � . • -�� � - �� • �f`� . ' . '• - � .. � . �• .� � ! . � ��1:. #' - . � � � . .� � # � � : - " • ' �' • ' �� �� � "` � • " � � � � � � � � � ., • ' ' � , !' � � • • ; • ' �', • �" � . ., ! • � . � . � 1 � � . ' � ; ♦ � � �'# . � � " • ' � • # � ! • ' � • •,' ! ' � � � � '• � � • . .,* ' � � �' . � '( � ��•� � � ' ' ! � ��# �' -'� �� .. . • �" �'� ' .i� '• �' � 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. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 6922 to the City Manager of the City of Denton, 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 The rr���li�a approval. I � � ll��� �a��N��������� �r��� i��ta�l� �Y ..r � �_�� �� ���"�"� ���:..�. and seconded bY ...`����� � � ���"'��� ��` � � �;�.w::�.' � ...,� m -----. `� l�e� ����°�9 i ���•����� w+��`� �,��:��c4 and approved by i�l�c� �'e�l����n���r�� rr���i�,� � "��... ` �� ��� 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 PASSED AND APPROVED this the ��'��',_ day of �;�,����'"�����°��m��,�, __� 2018� � � ��,� , �,�-- i ,� �� � � � � .�..., � ��� � CHRI�,.��' � ... .._ — ------------. "� �,�TTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: � �, � � � ���� � d �� � �� ��� � � �� � �� °� W�` �� � " y"�, . -- ����� � � :_ �'� �....P..����,_� ��� � �' ����...� � � M.,.� APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY � IT_.A�" � �`�� � ro BY; .. ..��..�..�"' �..���������.,�� DocuSign Envelope ID: AD27347B-6F35-4FA3-AA43-E7A8FCAE1A3D 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: AD27347B-6F35-4FA3-AA43-E7A8FCAE1A3D CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND UNITEDHEALTHCARE INSURANCE COMPANY, INC. (CONTRACT 6922) 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 6922 - Aggregate Stop Loss Insurance, 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 6922 and Contractor Proposal(Exhibit “B” on File at the Office of the Purchasing Agent); (c)Amendment to Group Policy No. GA-715130AL (Exhibit “C”); (d)Certificate of Interested Parties Electronic Filing (Exhibit "D"); (e)House Bill 89 Verification (Exhibit “E”) (f)Senate Bill 252 Certification (Exhibit “F”) 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 # 6922 DocuSign Envelope ID: AD27347B-6F35-4FA3-AA43-E7A8FCAE1A3D 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 # 6922 DocuSign Envelope ID: AD27347B-6F35-4FA3-AA43-E7A8FCAE1A3D Exhibit A Special Terms and Conditions 1.Total Contract Amount The contract total for services shall not exceed $11,393,000. Pricing shall be per Exhibit C 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 # 6922 DocuSign Envelope ID: AD27347B-6F35-4FA3-AA43-E7A8FCAE1A3D Exhibit B City of Denton’s RFP 6922(on File at the Office of the Purchasing Agent) Contract # 6922 DocuSign Envelope ID: AD27347B-6F35-4FA3-AA43-E7A8FCAE1A3D UnitedHealthcare Insurance Company A Stock Company 185 Asylum Street, Hartford, Connecticut Phone: 1-860-702-5000 AMENDMENT NO. 5 Amendment to be attached to and made a part of Group Policy No. GA-715130AL, issued by UnitedHealthcare Insurance Company (herein called "Company") to City of Denton (herein called "Policyholder"). It is agreed by and between the Company and the Policyholder that 1. The page entitled "Schedule Of Benefits" as contained in the Policy is hereby replaced with the attached page entitled "Schedule Of Benefits". 2.This Amendment will hereby be effective as ofJanuary 1, 2019. UnitedHealthcare Insurance Company William J Golden, PresidentThomas J. McGuire, Secretary ACCEPTED BY: Title: Date: UHIC AMEND (07/06) DocuSign Envelope ID: AD27347B-6F35-4FA3-AA43-E7A8FCAE1A3D UnitedHealthcare Insurance Company A Stock Company 185 Asylum Street, Hartford, Connecticut Phone: 1-860-702-5000 SCHEDULE OF BENEFITS This Schedule of Benefits is only applicable to Excess Loss Insurance provided by the Company during the Policy Period shown below. Policyholder:City of Denton Policy Number:GA-715130AL Effective Date:January 1, 2019 Administrator:United HealthCare Services, Inc. Coverage specified herein is applicable only during the Policy Period from January 1, 2019through December 31, 2019, and is further subject to all terms and conditions of this Policy. SPECIFIC EXCESS LOSS INSURANCE Benefit Period: Covered Expenses Incurred from January 1, 2013 through December 31, 2019 and Paid from January 1, 2019 through December 31, 2019. Specific Deductible per Covered Person: $185,000 Specific Percentage Reimbursable: 100% Maximum Specific Benefit per Covered Person: Unlimited Specific Excess Loss Insurance includes: Medical Stand Alone Prescription Drug Program Specific Excess Loss Premium: $116.85 per subscriber per month AGGREGATE EXCESS LOSS INSURANCE Benefit Period: Covered Expenses Incurred from January 1, 2014 through December 31, 2019 and Paid from January 1, 2019 through December 31, 2019. Aggregate Excess Loss Insurance includes: Medical Stand Alone Prescription Drug Program Aggregate Percentage Reimbursable: 100% Maximum Aggregate Benefit: $1,000,000 per Policy Year Minimum Annual Aggregate Deductible: $28,896,340or 95% of the first Monthly Aggregate Deductible amount times 12, whichever is greater UHIELIP (07/06)1SCHED DocuSign Envelope ID: AD27347B-6F35-4FA3-AA43-E7A8FCAE1A3D Maximum Covered Expenses per Covered Person accumulating toward the Maximum Aggregate Benefit: $185,000 Monthly Aggregate Factors: $1,800.26per subscriber Aggregate Excess Loss Premium: $5.18per subscriberper month The premium amount reflected above includes the following: Aggregate Accommodation Endorsement UHIELIP (07/06)2SCHED DocuSign Envelope ID: AD27347B-6F35-4FA3-AA43-E7A8FCAE1A3D Exhibit D 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 # 6922 DocuSign Envelope ID: AD27347B-6F35-4FA3-AA43-E7A8FCAE1A3D 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: AD27347B-6F35-4FA3-AA43-E7A8FCAE1A3D 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: AD27347B6F354FA3AA43E7A8FCAE1A3DStatus: Completed Subject: Please DocuSign: City Council Contract 6922 Aggregate Stop Loss Insurance Source Envelope: Document Pages: 11Signatures: 8Envelope 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 11/29/2018 2:32:29 PM suzzen.stroman@cityofdenton.com Signer EventsSignatureTimestamp Suzzen StromanSent: 11/30/2018 10:01:11 AM Completed suzzen.stroman@cityofdenton.comViewed: 11/30/2018 10:01:18 AM BuyerSigned: 11/30/2018 10:01:29 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 11/30/2018 10:01:31 AM mack.reinwand@cityofdenton.comViewed: 11/30/2018 10:02:44 AM City of DentonSigned: 11/30/2018 10:04:36 AM 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 Scott FlannerySent: 11/30/2018 10:04:38 AM scott_flannery@uhc.comViewed: 11/30/2018 10:21:14 AM CEO, UnitedHealthcare pf North TexasSigned: 11/30/2018 10:23:54 AM UnitedHealthCare of North Texas Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 198.203.181.181 (None) Electronic Record and Signature Disclosure: Accepted: 11/30/2018 10:21:14 AM ID: 82ee8f63-7a46-45f3-b60b-a3b58edff27d Carla RomineSent: 11/30/2018 10:23:56 AM Carla.Romine@cityofdenton.comViewed: 11/30/2018 11:32:03 AM Human Resources DirectorSigned: 11/30/2018 11:32:21 AM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Accepted: 11/30/2018 11:32:03 AM ID: 9ee60a11-cbca-47ef-b542-c97fcd701858 Signer EventsSignatureTimestamp Tabitha MillsopSent: 11/30/2018 11:32:23 AM Completed tabitha.millsop@cityofdenton.comViewed: 12/19/2018 9:55:16 AM City of DentonSigned: 12/19/2018 9:56:44 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: 12/19/2018 9:56:47 AM Todd.Hileman@cityofdenton.comViewed: 12/19/2018 10:09:04 AM City ManagerSigned: 12/19/2018 10:09:13 AM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 47.190.47.120 (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jane RichardsonSent: 12/19/2018 2:01:20 PM jane.richardson@cityofdenton.comViewed: 12/19/2018 2:08:15 PM Assistant City SecretarySigned: 12/19/2018 2:16:05 PM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Sherri ThurmanSent: 11/30/2018 10:01:30 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 12/19/2018 9:56:46 AM jane.richardson@cityofdenton.comViewed: 12/19/2018 10:21:45 AM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy EventsStatusTimestamp Jennifer WaltersSent: 12/19/2018 10:09:16 AM jennifer.walters@cityofdenton.comResent: 12/19/2018 2:01:19 PM City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott PayneSent: 12/19/2018 2:16:07 PM Scott.Payne@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted12/19/2018 2:16:07 PM Certified DeliveredSecurity Checked12/19/2018 2:16:07 PM Signing CompleteSecurity Checked12/19/2018 2:16:07 PM CompletedSecurity Checked12/19/2018 2:16:07 PM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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