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22-1743
ORDINANCE NO. 22-1743 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITHCONTINENTAL AMERICAN INSURANCE COMPANY, FOR VOLUNTARY INSURANCEPRODUCTS, INCLUDING ACCIDENT, CRITICAL ILLNESS WITH CANCER. ANDHOSPITAL INDEMNITY COVERAGE FOR THE CITY OF DENTON EMPLOYEES:PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING ANEFFECTIVE DATE OF JANUARY 1, 2023 (RFP 7982-1 – AWARDED TO CONTINENTALAMERICAN INSURANCE COMPANY, FOR THREE (3) YEARS, WITH THE OPTION FORTWO (2) ADDITIONAL ONE ( 1 ) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT- TO-EXCEED AMOUNT OF $1,685,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for voluntary insurance products, including accident, critical illness with cancer, and hospital indemnity coverage for the City of Denton employees; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and acceptedherein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFPNUMBER CONTRACTOR AMOUNT 7982- 1 Continental American Insurance Company $ 1 ,685,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3 . That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; 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 this ordinance to the City Manager of the City of Denton, or their 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 bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was seconded by %– following vote X - al: A liSt>r\andmade by This ordinance was passed aN approved by the Aye Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 :Brian Beck. District 2: Jesse Davis, District 3 : Alison Maguire, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: IZZt/ a4 1/ 1/ --a PASSED AND APPROVED thi, th, dan day of S,pkrrl hDr . 2022hra;A ATTEST: ROSA RIOS, CITY SECRETARY L\\\t 11111// -a APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY Digitally signed by MarcellaLunn DN: cn=Marcella Lunn, o. 1 enton.com, c=US Date: 2022.08.10 1 1 :14:12 -05'OO' i'WAh=:=ilhIr:eIF;f,=,@,ity,fdW,wah\ DocuSign Envelope ID: 48DOA43E-A3654C4C-8A57-AE4D5593DC06 Docusign City Council Transmittal Coversheet 7982-1RFP File Name Voluntary Insurance Products Purchasing Contact G;bby L ''pe‘ City Council Target Date SEPTEMBER 20’ 2022 Piggy Back Option NO Contract Expiration Ordinance SEPTEMBER 20, 2027 LAX / -rJ DocuSign Envelope ID: 48DOA43E-A365JIC4C-8A57-AE4D5593DC06 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CONTINENTAL AMERICAN INSURANCECOMPANY (CONTRACT 7982-1) THIS CONTRACT is made and entered into this date 09/20/2022 , by and between Continental American Insurance Company_ a South Carolina Company, whoseaddress is 1600 Williams Street Columbia South Carolina 29201 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 Contractor shall provide products and/or services in accordance with the City’s document RFP# 7982-1 Voluntary Insurance Products, 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) (b) (C) (d) (e) (f) Special Terms and Conditions (Exhibit “A”); City of Denton’s RFP 7982-1 (Exhibit “B” on File at the Purchasing Agent);City of Denton Standard Terms and Conditions (Exhibit “C”); Certificate of Interested Parties Electronic Filing (Exhibit "D"); Contractor’s Proposal (Exhibit "E");Form CIQ – Conflict of Interest Questionnaire (Exhibit "F"); Office of the 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.“ Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signIng this agreement, Contractor certifres that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet ormaintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is Contract # 7982- 1 DocuSign Envelope ID: 48DOA43E-A3654C4C-8A57-AE4D5593DC06 prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it ( 1 ) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verifIcation tothe City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm TradeAssociations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it ( 1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity“ and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By sIgning this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a fIrearm entity or fIrearm trade association; and (2) will not discriminate during the term of the contract against a fIrearm entity or fIrearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companiesthat do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verifIcation to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not becomeineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will be considereda material breach. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country 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. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. Contract # 7982- 1 DocuSign Envelope ID: 48DOA43E-A3654C4C-8A57-AE4D5593DC06 CONTRACTOR DocuSlgned by: 6AhiCL €tOCMU -TH©RiZ£,D SIGNATURE CITY OF DENTON, TEXAS FLEY, CITY MANAGER Printed Name: Eunice Ho1 mes Title: vp ATTEST: ROSA RIOS, CITY SECRETARY 8038512934 PHONE NUMBER 'DocuSigned by: BY: I R%4RleIEHo1 mes@af1 ac . com EMAIL ADDRESS APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY IC5CA8C5EI 75493 2022–913409TEXAS ETHICS COMMISSION1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. DocuSigned by: AAuLILLHEREBid Sarah Kuechler PRiNTED NAME Director of Human ResourcesTITLE HumaLRe£QULcesDEPARTMENT Contract # 7982- 1 DocuSign Envelope ID: 48DOA43E-A365JIC4C-8A57-AE4D5593DC06 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $ 1,685,000. Pricing shall be per Exhibit E attached. 2. Contract Terms It is the intention of the City of Denton to award a contract for three (3) years, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six(6) months. 3. Price Escalation and De-escalation Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 120 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, thenit will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice.Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitationnumber. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Contract # 7982- 1 DocuSign Envelope ID: 48DOA43E-A365z104(;-8A57-AE4D5593DC06 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 alldeliverables 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 showingthe 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 ofdeliverables. 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 # 7982- 1 DocuSign Envelope ID: 48DOA43E-A365zlC4C-8A57-AE4D5593DC06 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 fbrnish, 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 # 7982- 1 DocuSign Envelope ID: 48DOA43E-A365JIC4C-8A57-AE4D5593DC06 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 hIlly 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 er seq .) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §125 1 ef 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, andthe 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 invoicedamount 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 # 7982- 1 DocuSign Envelope ID: 48DOA43E-A365J+C4C-8A57-AE4D5593DC06 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 suchclaims9 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 ContractDocuments 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 # 7982- 1 DocuSign Envelope ID: 48DOA43E-A365-+C4C-8A57-AE4D5593DC06 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 theterms “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/N4BE/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 # 7982- 1 DocuSign Envelope ID: 48DOA43E-A3654C4C-8A57-AE4D5593DC06 Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar dayof 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 alldeliverables 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 # 7982- 1 DocuSign Envelope ID: 48DOA43E-A3654C4C-8A57-AE4D5593DC06 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 warrantyimplied 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 replacementdeliverables. 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 theContractor, 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 toprocure 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, theContractor 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 workmanlikemanner 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 warrantyimplied 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 fromthe 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 underthis 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 Contractor, and purchase conforming services from other sources. In such event, the Contractor Contract # 7982- 1 DocuSign Envelope ID: 48DOA43E-A365dlC4C-8A57-AE4D5593DC06 shall pay to the City upon demand the increased cost, if any, incurred by the City to procure suchservices 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 ofthe 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, withoutlimitation, 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 bylaw 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 # 7982- 1 DocuSign Envelope ID: 48DOA43E-A365-+C4C-8A57-AE4D5593DC06 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 tothe 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 costsincurred 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 toany 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 toestablish 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 ALLINDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, ORTHE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THEPERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE Contract # 7982- 1 DocuSign Envelope ID: 48DOA43E-A3652lC4C-8A57-AE4D5593DC06 CONTRACT. NOTHING HEREIN SlIAI,L BE DEEMED TO LIMIT THE RIGHTS OFTHE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THERIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BELIABLE 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 executionand 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 fromconsideration 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’ CompensationInsurance Fund vi. All endorsements naming the City as additional insured, waivers, and notices ofcancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department90 IB 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 expense, to review certified copies of policies and endorsements thereto and may make any Contract # 7982- 1 DocuSign Envelope ID: 48DOA43E.A3654C4C-8A57-AE4D5593DC06 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 bedisclosed 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 arerequired minimums and are not intended to limit the responsibility or liability of theContractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in thesolicitation 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 effect 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 Act, Chapter 552, and Texas Government Code. Contract # 7982- 1 DocuSign Envelope ID: 48DOA43E-A3654C4C-8A57-AE4D5593DC06 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, Contractoragrees 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 ofContractor. 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 willsubstantially 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 agreesto disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by Contract # 7982- 1 DocuSign Envelope ID: 48DOA43E-A3654C4C-8A57-AE4D5593DC06 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 anysuch 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 itsemployees 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 beidentified. 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 Contract # 7982- 1 DocuSign Envelope ID: 48DOA43E-A365d}C4C-8A57-AE4D5593DC06 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 shallhave a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). 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 voidpble 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 tothe Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. Thepresident of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legaldocumentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executedmerger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in wholeor in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is Contract # 7982- 1 DocuSign Envelope ID: 48DOA43E-A365zLC4C-8A57-AE4D5593DC06 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 asimilar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed byboth 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 theContract. 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 theUniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCCdefinition 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 orotherwise 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 Contract # 7982- 1 DocuSign Envelope ID: 48DOA43E-A3654C4C-8A57-AE4D5593DC06 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 beconstrued 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) Martin Luther King, Jr. Day Memorial DayJuneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed)Christmas 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 debaned 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 itsfirm 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 ofDenton Contract # 7982- 1 DocuSign Envelope ID: 48DOA43E-A365-+C4C-8A57-AE4D5593DC06 55. EQUAL OPPORTUNITYA. 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 definedin the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally fancied 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 ActCertificate" . 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 orContract # 7982- 1 DocuSign Envelope ID: 48DOA43E-A365J+C4C-8A57-AE4D5593DC06 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 ofthe 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 530of 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 hereafterbe 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 faultor 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 Contract # 7982- 1 DocuSign Envelope ID: 48DOA43E-A365zKHC-8A57-AE4D5593DC06 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 provisionof 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. 2. 3. 4. 5. Final negotiated contractRFP/Bid documents City’s standard terms and conditionsPurchase order Supplier terms and conditions Contract # 7982- 1 DocuSign Envelope ID: 48DOA43E-A3654C4C-8A57-AE4D5593DC06 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. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www .ethics.state.tx.us/filinginfo/ 1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to pumhasing@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 afterCouncil award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Contract # 7982- 1 D,,.Sig. E.„,I,p, ID, 48DOA43E-A36$4C4C-8A57-AE4D559Bbb&:' H' Contractor's ProposalExhibit E Group Accident Insurance Plan DescriptionThe AfIac Group Accident plan provides cash benefits directly to your employees (unless otherwise assigned) thathelp with out-of-pocket expenses - medical and nonmedical - associated with treatment in the event of a coveredaccident Features and Plan Provisions (specific benefit provisions may vary by situs state) Benefit Amounts See Premium Rates and Plan Benefits for available options Coverage 24 Hour Covered Insureds Available for all family membersSpouse-only and Child-only coverage is not available Guaranteed.Issue The base accident product is always offered on a guaranteed-issue basis Enrollment Assumptions Enrollments take place once each 12-month period. Late enrotlees cannot enroll outside of an annual enrollment period. Requirement for Group Billing To establish group billing, 25 distinct individuals must be paying premiums Payment Method Payroll Deducted Waiting Period There is no waiting period Benefit Reductions No reduction at any age Rate Guarantee 2 Years Portability 2019 Portability Employees must be actively-at-work on the application date and the effective date. Theymust work at least 16 hours per week and have been continuously employed for theduration set by the employer. Seasonal and temporary employees are not eligible. Dependents are eligible, but only if the employee is eligible and participates. Eligibility Successor Insured Included Successor Insured Waiver ofPremium Not Included Issue Ages Employee:Spouse:Children: 18+ 18+ Under age 26 Termination Age None Certificate Effective Date Coverage is effective on the billing effective date Note: Benefits are not payable for accidents that occurred prior to the effective date of coverage GP-36432.PLAN-233878 Page 2 of 14 DocuSign Envelope ID: 48DOA43E-A365zlC4C-8A57-AE4D5593DC06 Group Accident Insurance Plan Benefits vary by situs state Accident Treatment Category - HigH Employee Spouse Child Initial Treatment - once per accident, within 7 days of the accidentER/Urgent CareER/Urgent Care with X-RayDoctor's Office Doctor's Office with X-RayAmbulance - once per day, within 90 days of the accident Maximum number of payments per covered accident: No MaximumGround Major Diagnostic Testing - within six months of the accidentMaximum number of diagnostic tests per covered accident: 1 Emergency Room Observation - within 7 days of the accidentMaximum number of 24-hour periods of observation per covered accident: NoMaximum Short Observation Period (4-24 Hours)Long Observation Period (24+ Hours)Prescriptions - within six months of the accidentMaximum number of filled prescriptions per covered accident: 2Pain Management - within six months of the accidentMaximum number of payments per covered accident: 1Blood/Plasma/Platelets - within six months of the accident Maximum number of days per covered accident: 3Concussion - once per accident, within six months of the accident Traumatic Brain Injury - once per accident, within six months of the accidentComa - once per accidentWe will pay the amount shown if the insured is in a coma lasting 30 days or more as aresult of a covered accident Burns - once per accident, within six months of the accident Second Deqree BurnsLess than 10% At least 10%, but less than 25%At least 25%, but less than 35%35% or more Third Deqree BurnsLess than 10%At least 10%, but less than 25%At least 25%, but less than 35%35% or more Emergency Dental Work - once per accident, within six months of the accidentRepair with CrownExtraction Eye Injury - removal of a foreign body Dislocations - once per accident, within 90 days of the accident Air $200$250 $100 $150 $200$250$100$150 $200 $250 $100$150 $400 $1 ,200 $200 $400 $1 ,200 $200 $400 $1 ,200 $200 $50 $100 $5 $50$100 $5 $50$100 $5 $100 $100 $100 $200 $500 $5,000 $10,000 $200 $500$5,000 $10,000 $200 $500 $5,000 $10,000 $100 $200 $500 $1 ,000 $100$200$500 $1 ,000 $100$200$500 $1 ,000 $1 ,000$5,000 $10,000$20,000 $1 ,000$5,000$10,000$20,000 $1 ,000 $5,000$10,000$20,000 $200$50 $250 $200$50 $250 $200 $50$250 Dislocation Closed ReductionOpen ReductiMEmployeem)mr m1Employeeno $6,000 13,000 ;3.000 13,000mom m913,900 1.9501.950 ,950m9 $1 ,50013,000 1.50013.000 m3 $1 ,500$2,400 l2.400 1 ,200t2,400 $1 ,200 m1}2,100 ;2, 100 $1 ,050;2 , 100 $1 ,050mo 1 ,800m11.800 bOOmo $1 ,50011 ,5001.500 17501750 1.200 ;600 m8 M2.80 L240 Schedule HiDmr lFoot/Anklema Omrm) e Lacerations - once per accident, within 7 days of the accident Lacerations requiring stitchesUnder 5 centimeters5 to 15 centimetersOver 1 5 centimeters Lacerations not requirinq stitches $100 $400 $800$50 $100$400 $800$50 $100$400$800 $50 GP-36432. PLAN-233878 Page 3 of 14 DocuSign Envelope ID: 48DOA43E-A365-+C4C-8A57-AE4D5593DC06 Group Accident Insurance Fracture - once per covered acciden'Fracture within 90 of the accident ) ChildSDOUseEmDloveelo-a $8,000 ;8,000 ;7,200 m7.200 $6,400 m m6 $6,000 6.000 ;6.000m4m8m4nono$4,000 nono$4,000 ;3.200m213,200 m3m3m3$2,800$2,800,800 $2,80012,800 m2mm2$2,400$1 ,600 1.600m1m$640m Closed ReductionSchedule MrFInee)me e LeI o m1 e OSkull (SimplememeFacial Bones {exceDt teethVertebral Pro acru mCoe EmDloveem4am6 $3,200mo $2,400m,0001.600m1 $1 ,400 $1 ,400 ,1 ,200 100 1() Soouse-gmo m3m m3$2,400mo,000m6 m1 $1 ,400 $1 ,400 ,1 ,200T8M :0 Child 43$3,000 $2,400.000ztiai)- $1 ,600 b1 ,200mfo Outpatient Surgery and Anesthesia (per day) - within one year of the accident Performed in a Hospital or Ambulatory Surgical CenterMaximum number of payments per covered accident: No Maximum Performed in a Doctor's Office, Urgent Care Facility or Emergency Room Maximum number of payments per covered accident: 2Facilities Fee for Outpatient Surgery - within one year of the accidentPayable once per each Outpatient Surgery and Anesthesia Benefit (in a hospital orambulatory surgical center).Inpatient Surgery and Anesthesia (per day) - within one year of the accidentMaximum number of payments per covered accident: No MaximumTransportation - within six months of the accident Maximum number of payments per covered accident: 3Minimum Required Distance (miles): 100 Plane $500 $500 $500 Any ground transportation $200 $200 $200(Surgical procedures may include, but are not limited to, surgical repair of: ruptured disc, tendons/ligaments, hernia, rotator cuff, tornknee cartilage, skin grafts, joint replacement, internal injuries requiring open abdominal or thoracic surgery, exploratory surgery (with orwithout repair), etc., unless otherwise noted due to an accidental injury.) $400 $400 $400 $50 $50 $50 $100 $100 $100 $1 ,000 $1 ,000 $1 ,000 Hospitalization Category - High Employee Spouse Child Hospital Admission (per confinement) - once per accident, within six months of theaccident Maximum number of admissions per covered accident: 1Hospital Confinement (per day) - within 6 months of the accidentMaximum days of confinement per covered accident: 365Hospital Intensive Care (per day) - within 6 months of the accidentMaximum days of confinement per covered accident: 30Intermediate Intensive Care Step-Down Unit (per day) - within six months of theaccident Maximum days of confinement per covered accident: 30Family Member Lodging (per day) - within six months of the accidentMaximum days of lodging per covered accident: 30 Minimum Required Distance (miles): 100 $1 ,250 $300 $400 $1 ,250 $300 $400 $1 ,250 $300 $400 $200 $200 $200 $200 $200 $200 GP-36432.PLAN-233878 Page 4 of 14 DocuSign Envelope ID: 48DOA43E-A365J+C4C-8A57-AE4D5593DC06 Group Accident Insurance After Care Category - High Employee Spouse Child Appliances - within six months of the accident Maximum number of appliances per covered accident: No MaximumAnkle Brace Maximum number of appliances per covered accident: No MaximumWalking BootMaximum number of appliances per covered accident: No MaximumWalkerMaximum number of appliances per covered accident: No MaximumCrutches Maximum number of appliances per covered accident: No MaximumLeg BraceMaximum number of appliances per covered accident: No MaximumCervical CollarMaximum number of appliances per covered accident: No MaximumWheelchaIr Maximum number of appliances per covered accident: No MaximumKnee Scooter Maximum number of appliances per covered accident: No MaximumBody JacketMaximum number of appliances per covered accident: No MaximumBack Brace Maximum number of appliances per covered accident: No MaximumAccident Follow-Up Treatment - within 6 months of the accident Initial treatment is received within 7 days of the accidentMaximum number of visits per covered accident: 6Post Traumatic Stress Disorder (PTSD) - once per accident, within 6 months of theaccident Rehabilitation Unit (per day)Maximum number of days per confinement: 31No more than 62 days total per calendar year for each insured Therapy - beginning within 90 days of the accident Initial treatment is received within 7 days of the accidentMaximum number of visits per covered accident: 10 Chiropractic or Alternative Therapy - beginning within 90 days of the accident Initial treatment is received within 7 days of the accidentMaximum number of visits per covered accident: 6 Cane $40 $40 $40 $40 $40 $40 $100 $100 $100 $100$100 $100 $100 $100 $100 $100 $100 $400 $100 $100 $100$100 $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 $50 $200 $100 $50 $200 $100 $50 $200 $100 $50 $30 $50 $50 $30 $30 Life Changing Events Category - High Employee Spouse Child Dismemberment - once per accident, within six months of the accident Single LossDouble Loss Loss of one or more fingers or toes Partial Dismemberment (includes at least one joint of a finger or toe)Paralysis - once per accident, diagnosed by a doctor within six months of the accident ParaptegiaQuadriplegia Prosthesis - once per accidentMaximum number of prosthetic devices per covered accident: 2 Prosthesis Repair/Replacement - once per prosthetic device, within three years ofinitial Prosthesis paymentResidence/Vehicle Modification - once per accident, within one year of the accident $12,500$25,000 $1 ,250$125 $5,000$10,000$500$125 $2,500$5,000 $250$125 $5,000$10,000 $3,000 $5,000$10,000 $3,000 $5,000 $10,000 $3,000 $3,000 $2.000 $3,000 $2,000 $3,000 $2,000 Wellness Rider High-LT Amount paid will be based on the certificate year in which the wellness test wasperformed:Maximum number of payments per calendar year, per insured: 1 Year 1 - Once per calendar yearYear 2 - Once per calendar yearYear 3 - Once per calendar yearYear 4 - Once per calendar yearYear 5 - Once per calendar yearYear 6+ - Once per calendar year Employee Spouse Child $50 $50 $50$50$50$50 $50$50$50$50$50$50 $50 $50 $50 $50 $50 $50 GP-36432. PLAN-233878 Page 5 of 14 DocuSign Envelope ID: 48DOA43E-A365ztC4C-8A57-AE4D5593DC06 Group Accident Insurance Accidental Death Rider Organized Athletic Activity Rider Employee Employee Spouse Spouse Child Child Accidental Death - within 90 days of the accidentAccidental Death Accidental Common-Carrier Death $50,000$100,000 $25,000 $50,000 $10,000 $20,000 We will pay an additional percentage of the benefit amount payable under the AflacGroup Accident plan for covered accidental injuries sustained while participating in anorganized athletic event. 10%10%10% Please request a sample policy for full benefit provisions and descriptions. GP-36432.PLAN-233878 Page 6 of 14 DocuSign Envelope ID: 48DOA43E-A365a£tC4C-8A57-AE4D5593DC06 Group Accident Insurance Premium Rates Semimonthly Premiums Coverage Premium Employee Employee and Spouse Employee and Child(ren) Family $8.21 $13.85 $18.55 $24.19 The premium and product availability indicated in this proposal are subject to change as a result of final underwriting. GP-36432.PLAN-233878 Page 7 of 14 DocuSign Envelope ID: 48DOA43E-A365'+C4C-8A57-AE4D5593DC06 Group Accident Insurance Benefits SummaryBenefity sttus state)'ons va Initial Accident Treatment Category – Base PlanInitial Treatment Payable for initial treatment received under the care of a doctor. This benefit is not payable for treatment via telemedicine services.Ambulance Payable when an insured receives transportation by a professional ambulance service. Major Diagnostic TestingPayable when one of the following exams is performed in a hospital, doctor's office, medical diagnostic imaging center, or anambulatory surgical center:• Computerized Tomography (CT/CAT scan)• Magnetic Resonance Imaging (MRI) • Electroencephalography (EEG )Emergency Room Observation Payable when an insured receives treatment in a hospital emergency room and is held in a hospital for observation without being admitted as an inpatient.Prescriptions Payable when a prescription is filled that is ordered by a doctor, dispensed by a licensed pharmacist, and medically necessary for thecare and treatment of the insured. Certain items are excluded from this benefit. See Master Policy for details.Pain Management Payable when an insured is prescribed and receives, in a doctor's office, a nerve ablation and/or block, or an epidural injectionadministered into the spine. This benefit is not payable for an epidural administered during a surgical procedure.Blood/Plasma/Platelets Payable when an insured receives blood, plasma, or platelets.Concussion Payable when an insured is diagnosed by a doctor with a concussion.Traumatic Brain Injury (TBI) Payable when an insured is diagnosed by a neurologist with a TBI. To qualify as a TBI, the neurological deficit must require treatment by a neurologist, and a prescribed course of physical, speech, and/or occupational therapy under the direction of a neurologist.Burns Payable when an insured is burned and then treated by a doctor. This benefit is payable according to the percentage of body burned.Emergency Dental WorkPayable when an insured has an accidental injury to natural teeth.Eye Injury Payable for eye injuries requiring the removal of a foreign body by a doctor, with or without anesthesia.Lacerations Payable when an insured receives a laceration that is repaired by a doctor. Liquid skin adhesive will be paid as stitches.Fractures Payable when an insured fractures a bone and is treated by a doctor. For multiple fractures (more than one bone fractured in oneaccident), we will pay a maximum of 200% of the benefit amount for the bone fractured that has the highest dollar amount.For a chip fracture (a piece of bone that is completely broken off near a joint), we will pay 25% of the amount for the affected bone.This benefit is not payable for stress fractures.Dislocations Payable when an insured dislocates a joint and is treated by a doctor. We will pay benefits only for the first dislocation of a joint. Wewill not pay for recurring dislocations of the same joint. If the insured dislocated a joint before the effective date of his certificate andthen dislocates the same joint again, it will not be covered by the plan. For multiple dislocations (more than one dislocated joint inone accident), we will pay a maximum of 200% of the benefit amount for the joint dislocated that has the highest dollar amount. For apartial dislocation aoint is not completely separated, including subluxation), we will pay 25% of the amount for the affected joint.Outpatient Surgery and AnesthesiaPayable for each day that an insured has an outpatient surgical procedure performed by a doctor in one of the facilities listed. Surgical procedure does not include laceration repair. If an outpatient surgical procedure is covered under another benefit in the plan,we will pay the higher benefit amount,Facilities Fee for Outpatient Surgery Payable once per each Outpatient Surgery and Anesthesia Benefit (in a hospital or ambulatory surgical center).Inpatient Surgery and AnesthesiaPayable for each day that an insured has an inpatient surgical procedure performed by a doctor. The surgery must be performedwhile the insured is confined to a hospital as an inpatient. If an inpatient surgical procedure is covered under another benefit in theplan, we will pay the higher of that benefit amount. GP-36432.PLAN-233878 Page 8 of 14 DocuSign Envelope ID: 48DOA43E-A365zlC4C-8A57-AE4D5593DC06 Group Accident Insurance Transportation Payable for transportation when an insured is injured and requires doctor-recommended hospital treatment or diagnostic study that isnot available in the insured’s resident city. Hospitalization Category Hospital AdmissionPayable when an insured is admitted to a hospital and confined as an inpatient. This benefit is not payable for confinement to an observation unit, for emergency room treatment, or for outpatient treatment.Hospital ConfinementPayable for each day that an insured is confined to a hospital as an inpatient. This benefit is payable for only one hospitalconfinement at a time even if caused by more than one covered accidental injury. This benefit is not payable for confinement to anobservation unit or a rehabilitation facility. Hospital Intensive CarePayable for each day an insured is confined in a hospital intensive care unit. We will pay benefits for only one confinement in ahospital intensive care unit at a time, even if it is caused by more than one covered accidental injury. This benefit is payable in addition to the Hospital Confinement Benefit.Intermediate Intensive Care Step-Down UnitPayable for each day an insured is confined in an intermediate intensive care step-down unit. We will pay benefits for only one confinement in an intermediate intensive care step-down unit at a time, even if it is caused by more than one covered accidentalinjury. This benefit is payable in addition to the Hospital Confinement Benefit.Family Member LodgingPayable for each night’s lodging in a motel/hotel/rental property for an adult member of the insured’s immediate family when theinsured is confined to a hospital under the insured's treating doctor. If confinement benefits are paid, and the insured becomes confined again within six months because of the same or a related condition, it will be treated as the same period of confinement. ,fter Care Category AppliancesPayable when a doctor advises the insured to use a listed medical appliance as an aid in personal locomotion.Accident Follow-Up Treatment Payable for doctor-prescribed follow up treatment for injuries received in a covered accident. Follow-up treatments may not includephysical, occupational, or speech therapy, chiropractic and/or acupuncture procedures. See Master Policy for details.Post-Traumatic Stress Disorder (PTSD)Payable when an insured is diagnosed with PTSD. An insured must meet the diagnostic criteria for PTSD, stipulated in the Diagnosticand Statistical Manual of Mental Disorders IV (DSM IV-TR), and be under the active care of either a psychiatrist or Ph.D.-levelpsychologist.Rehabilitation Unit Payable when an insured receives treatment as an inpatient at a rehabilitation facility following an inpatient hospital confinement. Thisis not payable for the same days that the hospital confinement benefit is paid. The highest eligible benefit will be paid.Therapy Payable when an insured has a covered doctor-prescribed therapy treatment.Chiropractic or Alternative Therapy Payable when an insured has a covered therapy treatment due to injuries received in a covered accident. Life Changing Events CategoryDismemberment Payable when an insured loses a hand, foot or sight as the result of a covered accident. For Dismemberment definitions, see MasterPolicy. If the Dismemberment Benefit is paid and the insured later dies as a result of the same covered accident, we will pay theappropriate death benefit (if available), less any amounts paid under this benefit.ParalysisPayable when an insured has permanent loss of movement of two or more limbs for more than 90 days (30 days in Utah) as theresult of a covered accidental injury.Prosthesis Payable when an insured receives a prosthetic device, prescribed by a doctor, as a result of a covered accidental injury. ProstheticDevice/Prosthesis means an artificial device designed to replace a missing part of the body. This benefit is not payable for hearingaids, wigs, or dental aids (to include false teeth), repair or replacement of prosthetic devices* and /or joint replacements.Prosthesis Repair/Replacement* We will pay this benefit again once to cover the replacement of a prosthesis for which a benefit has been paid, provided thereplacement takes place within three years of the initial benefit payment. GP-36432.PLAN-233878 Page 9 of 14 DocuSign Envelope ID: 48DOA43E-A365zlC4C-8A57-AE4D5593DC06 Group Accident Insurance Residence/Vehicle Modification Payable for a permanent structural modification to an insured’s primary residence or vehicle when the insured suffers total andpermanent or irrevocable loss of the sight of one eye, the use of one hand/arm , or the use of one foot/leg. Payable when an insured has a covered test performed as the result of preventive care, including tests and diagnostic proceduresordered in connection with routine examinations. Wellness Rider Organized Athletic Activity Rider With this rider, an additional percentage of the benefit amount is payable for covered accidental injuries sustained while participating in an organized athletic event. See Master Policy for Organized Athletic Activity definition. GP-36432. PLAN-233878 Page 10 of 14 DocuSign Envelope ID: 48DOA43E-A365-+C4C-8A57-AE4D5593DC06 Group Accident Insurance Limitations and Exclusions We will not pay benefits for accidental injury, disability, or death contributed to, caused by, or resulting from. War - voluntarily participating in war, any act of war, or military conflicts, declared or undeclared, or voluntarily participating orserving in the military1 armed forces, or an auxiliary unit thereto, or contracting with any country or international authority. (Wewill return the prorated premium for any period not covered by the certificate when the insured is in such service.) War also includes voluntary participation in an insurrection, riot, civil commotion or civil state of belligerence. War does not include actsof terrorism •In California: voluntarily participating in war, any act of war, or military conflicts, declared or undeclared, or voluntarilyparticipating or serving in the military, armed forces, or an auxiliary unit thereto, or contracting with any country or international authority. (We will return the prorated premium for any period not covered by the certificate when the insuredis in such service.) War also includes voluntary participation in an insurrection or riot. In Connecticut: voluntarily participating in war, any act of war, or military conflicts, declared or undeclared, or voluntarily participating or serving in the military, armed forces, or an auxiliary unit thereto, or contracting with any country orinternational authority. (We will return the prorated premium for any period not covered by the certificate when the insured is in such service.) War also includes voluntary taking part in an insurrection, riot, civil commotion, or civil state ofbelligerence. (A riot can be defined as a public uproar, disturbance, or outbreak.) War does not include acts of terrorism. In Idaho: participating in any war or act of war, declared or undeclared, or participating or serving in the armed forces orunits auxiliary thereto. War also includes participation in a riot or an insurrection. In Illinois: the statement '’war does not include acts of terrorism" is not applicable In Michigan: voluntarily participating in war or any act of war. War also includes voluntary felonious participation in aninsurrection, riot, civil commotion, or civil state of belligerence. War does not include acts of terrorism. In New Hampshire: voluntarily participating in war any act of war, declared or undeclared, or serving in the armed forces oran auxiliary unit thereto. (We will return the prorated premium for any period not covered by the certificate when theinsured is in such service.) War also includes voluntary participation in an insurrection or riot. War does not include acts ofterrorism In North Carolina: War - voluntarily participating in war, any act of war, or military conflicts, declared or undeclared, orvoluntarily participating or serving in the military, armed forces, or an auxiliary unit thereto, or contracting with any countryor international authority. (We will return the prorated premium for any period not covered by the certificate when theinsured is in such service.) War also includes civil participation in an active riot. War does not include acts of terrorism. •In New York: war or act of war (whether declared or undeclared); participation in a riot or insurrection; and service in theArmed Forces or units auxiliary thereto. •In Maryland: War - voluntarily participating in war, any act of war, or military conflicts, declared or undeclared, orvoluntarily participating or serving in the military, armed forces, or an auxiliary unit thereto, or contracting with any countrY or international authority. (We will return the prorated premium for any period not covered by the certificate when theinsured is in such service.) War does not include acts of terrorism. Suicide - committing or attempting to commit suicide, while sane or insane. • in Montana and Missouri: committing or attempting to commit suicide, while sane • in Illinois, Michigan, and Minnesota: this exclusion does not apply • in New York: attempted suicide, or intentionally self-inflicted injury. Sickness - having any disease or bodily/mental illness or degenerative process. We also will not pay benefits for: Allergic reactions +Any bacterial, viral, or microorganism infection or infestation or any condition resulting from insect, arachnid, or other arthropod bites or stings • in Illinois: any bacterial infection, except an infection which results from an accidental injury or an infection whichresults from accidental, involuntary, or unintentional ingestion of a contaminated substance; any viral ormicroorganism infection or infestation; or any condition resulting from insect, arachnid, or other arthropod bites orstings +In North Carolina: any viral or microorganism infestation or any condition resulting from insect, arachnid, or otherarthropod bites or stings An error1 mishap, or malpractice during medical, diagnostic, or surgical treatment or procedure for any sickness Any related medical/surgical treatment (in New Hampshire, medical/surgical care) or diagnostic procedures for such illness+ In New York: having any disease or bodily/mental illness or degenerative process. (However, we will not exclude coveragefor an infection that was the result of a covered accident.) Self-Inflicted Injuries - injuring or attempting to injure oneself intentionally. • in Idaho: intentionally self-inflicting injury. • in Montana: injuring or attempting to injure oneself intentionally, while sane GP-36432.PLAN-233878 Page 1 1 of 14 DocuSign Envelope ID: 48DOA43E-A365JICHC-8A57-AE4D5593DC06Group Accident Insurance In Michigan: this exclusion does not apply In New York: this exclusion does not apply Racing - riding in or driving any motor-driven vehicle in a race, stunt show or speed test in a professional or semi-professionalcapacity. • in Idaho: this exclusion does not apply • in New York: this exclusion does not apply Illegal Occupation - voluntarily participating in, committing, or attempting to commit a felony or illegal act or activity, or voluntarily working at, or being engaged in, an illegal occupation or job. In California, Nebraska and Tennessee: voluntarily participating in, committing, or attempting to commit a felony orvoluntarily working at, or being engaged in, an illegal occupation or job. In Connecticut: Felonious Occupation - voluntarily participating in, committing, or attempting to commit a felony. In Illinois and Pennsylvania: committing or attempting to commit a felony or being engaged in an illegal occupation In Michigan: voluntarily participating in, committing, or attempting to commit a felony, or being engaged in an illegaloccupation In New Hampshire: voluntarily participating in, committing, or attempting to commit a felony In Idaho, South Dakota and Maryland: this exclusion does not apply •In New York: Any loss to which a contributing cause was the insured's commission of a felony or to which a contributingcause was the insured's being engaged in an illegal occupation. Sports - participating in any organized sport in a professional or semi-professional capacity for pay or profit. • in California and Idaho: participating in any organized sport in a professional capacity for pay or profit • in New York: participation as a professional in athletics or sports. Cosmetic Surgery - having cosmetic surgery or other elective procedures that are not medically necessary or having dentaltreatment except as a result of a covered accident. • in Alaska, Massachusetts, and Montana: having cosmetic surgery, other elective procedures, or dental treatment except asa result of a covered accident. In California: having cosmetic surgery or other elective procedures that are not medically necessary ("cosmetic surgery'does not include reconstructive surgery when the service is related to or follows surgery resulting from a covered accident);or having dental treatment except as a result of a covered accident. In Idaho: having cosmetic surgery or other elective procedures that are not medically necessary or having dental treatmentexcept as a result of a covered accident. Cosmetic surgery shall not include reconstructive surgery because of aCongenital Anomaly of a covered Dependent Child. In New Hampshire: Cosmetic Surgery - having cosmetic surgery or other elective procedures that are not medicallynecessary except that "cosmetic surgery" shall not include reconstructive surgery, when such service is incidental to or follows surgery resulting from injury; or having dental care except as a result of a covered accident In New York: having cosmetic surgery except that cosmetic surgery does not include reconstructive surgery when suchservice is incidental to or follows surgery resulting from trauma, infection, or other diseases of the involved part, andreconstructive surgery because of congenital disease or anomaly of a covered dependent child which has resulted in afunctional defect. In Maryland: Cosmetic Surgery - having cosmetic surgery or other elective procedures that are not medically necessary, as determined by a treating doctor, or having dental treatment except as a result of a covered accident. Dental Care and Treatment • in New York : except for such care or treatments due to accidental injury to sound natural teeth within 12 months of the covered accident, and except for dental care or treatment necessary due to congenital disease or anomaly. Felony (in Idaho only) - participation in a felony • in Maryland: We will not pay benefits for any claim that the appropriate regulatory board determines were provided as aresult of a prohibited referral as defined in 61-302 of the Health Occupations Article. For 24-Hour Coverage, the following exclusions will not apply: • An injury arising from any employment. • An injury or sickness covered by worker's compensation. GP-36432.PLAN-233878 Page 12 of 14 DocuSign Envelope ID: 48DOA43E-A3654C4C-8A57-AE4D5593DC06 Group Accident Insurance • in North Carolina: services or supplies for the treatment of an occupational injury or sickness which are paid under theNorth Carolina workers' compensation act only to the extent such services or supplies are the liability of the employee,employer, or workers' compensation insurance carrier according to a final adjudication under the North CarolinaWorkers' Compensation Act or an order of the North Carolina Industrial Commission approving a settlement agreement under the North Carolina Workers' Compensation Act. • An injury or sickness covered by any state or federal worker's compensation, employers. liability, or occupational diseaselaw, unless where otherwise provided in State or Federal statute *"Contributed to" language doesn't apply in Illinois Catastrophic Accident Rider Limitations and Exclusions We will pay the Catastrophic Accident Benefit once per lifetime for each insured covered under this rider. Refer to your certificate forother exclusions applicable to this coverage. Outpatient Doctor Treatment Benefit Rider The sickness exclusIon above does not apply to this benefit. Sickness Rider Limitations and Exclusions Pre-existing Condition LimitationWe will not pay benefits for any loss resulting from or affected by a pre-existing condition if the loss occurs within the 12-monthperiod after the rider effective date. We will pay the Catastrophic Accident Benefit once per lifetime for each insured covered under this rider. Refer to your certificate for other exclusions applicable to this coverage. Pregnancy is a "Pre-existing Condition" if conception was before an insured's effective date (except in Florida, North Carolina,Montana, and Wyoming) Pre-existing Condition Limitation in North Carolina We will not reduce or deny a claim for benefits for any loss that occurred more than twelve months after the effective date ofcoverage Coverage for these pre-existing conditions will only be excluded for a maximum period of twelve months from the effective date. Exclusions We will not pay benefits for a loss that is wholly or partly caused by or results from: • Mental or emotional disorders without demonstrable organic disease. • in Montana, mental or emotional disorders, except for mental illness, without demonstrable organic disease. • Alcoholism, drug addiction, or chemical dependency. Organized Athletic Activity Rider Limitation The Organized Athletic Activity Benefit is not payable for accidental injuries that are caused by or occur as a result of an insured'sparticipating in any sport or sporting activity for wage, compensation, or profit, including officiating or coaching; or racing any typevehicle in an organized event (in Idaho, in a professional capacity). This benefit is also not payable for accidental injuries which occur during or are due to physical education classes (except in Idaho). Life Changing Events Exclusions • in Maryland: The following exclusions are applicable to the Dismemberment Benefit only: Illegal Occupation - loss to which a contributing cause was the insured being engaged in an illegal occupation or the insured'scommission of or attempt to commit a felony. Intoxication - loss sustained or contracted in the consequence of the insured being intoxicated or under the influence of anynarcotic, unless taken under the direction of a doctor. GP-36432.PLAN-233878 Page 13 of 14 DocuSign Envelope ID: 48DOA43E-A365dlC4C-8A57-AE4D5593DC06 Group Accident Insurance Notices This proposal is a brief description of coverage, not a contract. Read your policy and riders (as applicable) carefully forexact plan language, terms, and conditions. If this coverage will replace any existing individual policy, please be aware that it may be in your employees' bestinterest to maintain their individual guaranteed-renewable policy. For residents of New Mexico, we are required to administer some coverages in accordance with the minimumapplicable standards of New Mexico law. Notice to Consumer: The coverages provided by Continental American Insurance Company (CAIC) representsupplemental benefits only. They do not constitute comprehensive health insurance coverage and do not satisfy therequirement of minimum essential coverage under the Affordable Care Act. CAIC coverage is not intended to replace or be issued in lieu of major medical coverage. It is designed to supplement a major medical program. Lack of majormedical coverage (or other minimum essential coverage) may result in an additional payment with your taxes. Continental American Insurance Company (CAIC), a proud member of the Aflac family of insurers, is a wholly-ownedsubsidiary of Aflac Incorporated and underwrites group coverage. CAIC is not licensed to solicit business in New York, Guam, Puerto Rico, or the Virgin Islands. For groups sitused in California, group coverage is underwritten by ContinentalAmerican Life Insurance Company. For groups sitused in New York, coverage is underwritten by American Family LifeAssurance Company of New York. Continental American Insurance Company, Columbia, South Carolina GP-36432.PLAN-233878 Page 14 of 14 DocuSign Envelope ID: 48DOA43E-A365z+C4C-8A57-AE4D5593DC06 Group Critical Illness Insurance Plan DescriptionThe Aflac Group Critical Illness Plan provides cash benefits when an insured person is diagnosed with a covered critical illness-and these benefits are paid directly to your employees (unless otherwise assigned). The plan provides alump-sum benefit to help with out-of-pocket medical expenses and the living expenses that can accompany a covered critical illness. It is also H.S.A.-compatible. Features and Plan Provisions (specific benefit provisions may vary by situs state) Benefit Amounts See Premium Rates and Plan Benefits for available options Spouse Coverage Up to 50% of the face amount elected by the employee Child Coverage Up to 50% of the face amount elected by the employee Employee:Spouse:Participation Requirement:Guaranteed for 2 years Up to $30,000 Up to $15,0000%Guaranteed Issue Amounts Requirement for Group Billing To establish group billing, 25 distinct individuals must be paying premiums Payment Method Payroll Deducted Pre-existing Condition Exclusion None Waiting Period There is no waiting period Benefit Reductions No reduction at any age Rate Guarantee 2 Year(s) Portability/Continuation 2019 Portability Rate Type Attained Age Eligibility Work Week Hours: Employee must work at least 16 hours per weekLength of Employment: No minimum requirement; set by employer Waiver of Premium After 90 days of total disability for an employee due to a covered critical illness,we will fully waive all premiums for the duration specified in the certificate Successor Insured Waiver ofPremium Not Included Separation Period - AdditionalDiagnosis/ Reoccurrence Additional Diagnosis: 6 consecutive monthsReoccurrence: 6 consecutive months (an insured must always be in complete remission and 12 months treatment-freeto be eligible for the cancer benefit) Successor Insured Included Issue Ages Employee: 18+ Spouse: 18+ Children: Under age 26 Termination Age None Certificate Effective Date Coverage is effective on the billing effective date GP-36432 . PLAN-233883 Page 2 of 7 DocuSign Envelope ID: 48DOA43E-A365-4C4C-8A57-AE4D5593DC06 Group Critical Illness Insurance Plan Benefits (Benefit provisions may vary by situs state) Base Benefits Heart Attack (Myocardial Infarction)Sudden Cardiac ArrestCoronary Artery Bypass SurgeryMajor Organ Transplant* Bone Marrow Transplant (Stem Cell Transplant)Kidney Failure (End6tage Renal Failure)Stroke (Ischemic or Hemorrhagic) *25% of this benefit is payable for Insureds placed on a transplant list for a major organ transplant 100%100%25%100%100%100%100% Cancer Benefits Cancer (Internal or Invasive)Non-Invasive CancerSkin Cancer 1 00%25% $250 per calendar year Health Screening Benefit Additional Benefits Health Screening (payable for employee and spouse only)$50 per calendar year ComaSevere Burns ParalysisLoss of SightLoss of SpeechLoss of Hearing 100%100%100%100% 100%100% Specified Diseases RiderAddison's Disease, Cerebrospinal Meningitis, Diphtheria, Huntington's Chorea,Legionnaire's Disease, Malaria, Muscular Dystrophy, Myasthenia Gravis,Necrotizing Fasciitis, Osteomyelitis, Poliomyelitis (Polio), Rabies, Sickle CellAnemia, Systemic Lupus, Systemic Sclerosis (Scleroderma), Tetanus, Tuberculosis Human Coronavirus (single highest benefit applicable)Hospitalization: 4+daysHospitalization: 10+daysHospitalization: ICU 25% 10% 25%40% Please request a sample policy for full benefit provisions and descriptions. GP-36432.PLAN-233883 Page 3 of 7 DocuSign Envelope ID: 48DOA43E-A3654+C4C-8A57-AE4D5593DC06 Group Critical Illness InsurancePremium Rates Employee Non-Tobacco Monthly Premiums $10,000 $20,000Age $30,000 18-25 26-30 31 -3536404145 46-50 51 -55 56-60 61 -6566+ $3.87$4.94$5.62$7.14$8.49$10.01$15.17$14.79$29.98$52.70 $6.27 $8.40 $9.78$12.80$15.51$18.56$28.87 $28.11$58.49$103.92 $8.68$11.87$13.93$18.47$22.53$27.10$42.57$41.43$87.00$155.15 Spouse Non-Tobacco Monthly Premiums Age §5,000 $10,000 18-25 26-30 31 -3536404145 46-50 51 -5556-60 61 -6566+ $2.67$3.20$3.55$4.30$4.98$5.74$8.32$8.13$15.72$27.08 $3.87$4.94$5.62$7.14$8.49$10.01$15.17$14.79$29.98$52.70 $5.07$6.67$7.70$9.97$12.00$14.29$22.02$21.45$44.23$78.31 Employee Tobacco Monthly Premiums §lO,000 $20,000Age 18-25 26-30 31 -3536404145 46-50 51 -55 56-60 61 -6566+ $5.00 $6.47$7.95§1 O,57$12.62$14.98$23.31$23.55$46.66$80.26 $8.54$11.47$14.42§19.67$23.77$28.48$45.14$45.63$91.85$159.05 $12.07$16.46$20.90$28.77§34.92§41 .99$66.98$67.70$137.04$237.85 Spouse Tobacco Monthly Premiums Age $10,000$5,000 18-25 26-30 31 -353640 41 -45 46-50 51-55 56-60 61 -6566+ $3.24$3,97 $4.71 $6.02 $7.04 $8.22$12,39 812.51$24.07$40.87 $5.00 $6.47 $7.95$10.57$12.62$14.98 $23.31$23,55$46.66$80.26 $6.77$8.97$11.18$15.12$18.19$21.73$34.22$34.59$69.26$119.66 The premium and product availability indicated in this proposal are subject to change as a result of final underwriting. GP-36432.PLAN-233883 Page 4 of 7 DocuSign Envelope ID: 48DOA43E-A365-+C4C-8A57-AE4D5593DC06 Group Critical Illness Insurance Benefits Summary(Benefit provisions vary by situs state) Where applicable, covered conditions must be caused by underlying diseases as defined in the plan.Benefits will be based on the face amount in effect on the critical illness date of diagnosis. Initial Diagnosis+An insured may receive up to 100% of his face amount upon the diagnosis of a covered critical illness. Additional Diagnosis+Once benefits have been paid for a covered critical illness, we will pay benefits for each different critical illness when the date ofdiagnosis is separated by at least 6 consecutive months. Reoccurrence+ Once benefits have been paid for a covered critical illness, benefits are payable for that same critical illness when the date of diagnosisis separated by at least 6 consecutive months. +If the claim is for a cancer diagnosis, the insured must be treatment-free from cancer for at least 12 months and must be in completeremission before the date of a subsequent cancer diagnosis. Health Screening BenefitThe Health Screening Benefit is payable once per calendar year for health screening tests performed as the result of preventive care,including tests and diagnostic procedures ordered in connection with routine examinations. This benefit is payable for the covered employee and spouse. This benefit is not paid for dependent children. See Master Policy for the full list of covered health screeningtests Additional Benefits Benefits for burns are only payable for burns due to, caused by, or attributed to, a covered accident.Benefits for Coma, Paralysis, and Loss of Sight, Hearing or Speech are payable for loss due to a covered underlying disease or acovered accident. Specified Diseases RiderBenefits are payable if an insured is diagnosed with one of the diseases listed. *Plan designs vary and appearance of benefit provisions here does not guarantee coverage. GP-36432. PLAN-233883 Page 5 of 7 DocuSign Envelope ID: 48DOA43E-A365z+C4C-8A57-AE4D5593DC06 Group Critical Illness Insurance Limitations & Exclusions Cancer Diagnosis Limitation Benefits are payable for cancer and/or non-invasive cancer as long as the insured:• is treatment-free from cancer for at least 12 months before the diagnosis date; and • is in complete remission prior to the date of a subsequent diagnosis, as evidenced by the absence of all clinical,radiological, biological, and biochemical proof of the presence of the cancer. Exclusions We will not pay for loss due to: • Self-Inflicted Injuries - injuring or attempting to injure oneself intentionally or taking action that causes oneself tobecome injured • Suicide - committing or attempting to commit suicide, while sane or insane • Illegal Acts - participating or attempting to participate in an illegal activity, or working at an illegal job • Participation in Aggressive Conflict of any kind, including: • War (declared or undeclared) or military conflicts• Insurrection or riot • Civil commotion or civil state of belligerence • Illegal substance abuse, which includes the following:• Abuse of legally-obtained prescription medication• Illegal use of non-prescription drugs Diagnosis, treatment, testing, and confinement must be in the United States or its territories. All benefits under the plan, including benefits for diagnoses, treatment, confinement and covered tests, are payable only while coverage is in force. GP-36432.PLAN-233883 Page 6 of 7 DocuSign Envelope ID: 48DOA43E-A3654C4C-8A57-AE4D5593DC06 Group Critical Illness Insurance Notices This proposal is a brief description of coverage, not a contract. Read your policy and riders (as applicable) carefully for exact planlanguage, terms, and conditions. If this coverage will replace any existing individual policy, please be aware that it may be in your employees' best interest to maintaintheir individual guaranteed-renewable policy. For residents of New Mexico, we are required to administer some coverages in accordance with the minimum applicable standardsof New Mexico law. Notice to Consumer: The coverages provided by Continental American Insurance Company (CAIC) represent supplemental benefitsonly. They do not constitute comprehensive health insurance coverage and do not satisfy the requirement of minimum essentialcoverage under the Affordable Care Act. CAIC coverage is not intended to replace or be issued in lieu of major medical coverage. It isdesigned to supplement a major medical program. In Nevada: This limited plan provides supplemental benefits only. It does not constitute comprehensive health insurance coverage(often referred to as "major medical coverage") and does not satisfy the requirement of minimum essential coverage under theAffordable Care Act. In New Mexico: This type of plan is NOT considered "minimum essential coverage" under the Affordable Care Act and therefore doesNOT satisfy the individual mandate that you have health insurance coverage. If you do not have other health insurance coverage, youmay be subject to a tax penalty. Please consult your tax advisor. In Washington DC: NOTICE TO CONSUMER: THIS IS A SUPPLEMENTAL TO HEALTH INSURANCE AND IS NOT A SUBSTITUTEFOR MAJOR MEDICAL COVERAGE. LACK OF MAJOR MEDICAL COVERAGE (OR OTHER MINIMUM ESSENTIAL COVERAGE)MAY RESULT IN AN ADDITIONAL PAYMENT WITH YOUR TAXES. ALSO, THE BENEFITS PROVIDED BY THIS POLICYCANNOT BE COORDINATED WITH THE BENEFITS PROVIDED BY OTHER COVERAGE. PLEASE REVIEW THE BENEFITSPROVIDED BY THIS POLICY CAREFULLY TO AVOID A DUPLICATION OF COVERAGE. GP-36432.PLAN-233883 Page 7 of 7 DocuSign Envelope ID: 48DOA43E-A365JIC4C-8A57-AE4D5593DC06 Group Hospital Indemnity Insurance Plan Description The Aflac Group Hospital Indemnity Plan provides cash benefits directly to your employees (unless otherwiseassigned) that help pay for some of the costs - medical and nonmedical - associated with a covered hospital stay due toa sickness or accidental iniu Features and Plan Provisions (specific benefit provisions may vary by situs state) Benefit Amounts See Premium Rates and Plan Benefits for available options Coverage Available for all family membersSpouse-only and Child-only coverage is not available Guaranteed Issue Amounts Guaranteed-issue coverage is offered to all eligible applicants during the initialenrollment and for new hires thereafter. At the group's first anniversary, lateenrolles are eligible to enroll on a guaranteed-issue basis. Enrollment Assumptions Enrollments take place once each 12-month period. Late enrollees cannot enroll outside of an annual enrollment period. Requirement for Group Billing To establish group billing, 25 distinct individuals must be paying premiums Payment Method Payroll Deducted Pre-existing Condition Exclusion None Pregnancy Limitation None Waiting Period There is no waiting period Benefit Reductions No reduction at any age Rate Guarantee 2 Years Portability/Continuation 2019 PortabiIIty Employees must be actively-at-work on the application date and the effectivedate. They must work at least 16 hours per week. Seasonal and temporary employees are not eligible. Dependents are eligible, but only if the employee iseligible and participates. Eligibility Successor Insured Included Successor Insured Waiver of Premium Not Included Issue Ages Employee: 18+ Spouse: 18+ Children: Under age 26 Termination Age None Certificate Effective Date Coverage is effective on the billing effective date GP-36432.PLAN-233887 Page 2 of 8 DocuSign Envelope ID: 48DOA43E-A365-4C4C-8A57-AE4D5593DC06 Group Hospital Indemnity Insurance Plan Benefits by situs staterna HMMb Belrlefits - Mid Health Screening Benefit Hospital Admission (per confinement) Once per covered sickness or accident per calendar yearHospital Confinement (per day)Maximum confinement period: 31 days per covered sickness or covered accidentHospital Intensive Care (per day) Maximum confinement period: 10 days per covered sickness or covered accidentIntermediate Intensive Care Step-Down Unit (per day)Maximum confinement period: 10 days per covered sickness or covered accident $1,000 $150 $150 $75 Health Screening BenefitPayable once per calendar year per insured.$50 Please request a sample policy for full benefit provisions and definitions. GP-36432.PLAN-233887 Page 3 of 8 DocuSign Envelope ID: 48DOA43E-A365dlC4C-8A57-AE4D5593DC06 Group Hospital Indemnity Insurance Premium Rates Monthly Premiums Coverage Premium Employee Employee and Spouse Employee and Child(ren) Family $20.42 $38.58 $31.20 $49.36 The rates and product availability indicated in this proposal are subject to change as a result of final underwriting. GP-36432.PLAN-233887 Page 4 of 8 DocuSign Envelope ID: 48DOA43E-A365JIC4C-8A57-AE4D5593DC06 Group Hospital Indemnity Insurance Benefits Summary'Benefit lvlslorIS rrla by state Hospitalization Benefits Hospital AdmissionPayable when an insured is admitted to a hospital and confined as an inpatient because of a covered accidental injury or because of acovered sickness. Not payable for confinement to an observation unit, or for emergency room treatment or outpatient treatment. Hospital Confinement Payable for each day that an insured is confined to a hospital as an inpatient as the result of a covered accidental injury or because of acovered sickness.If we pay benefits for confinement and the insured becomes confined again within six months because of the same orrelated condition, we will treat this confinement as the same period of confinement. This benefit is payable for only one hospitalconfinement at a time even if caused by more than one covered accidental injury, more than one covered sickness, or a coveredaccidental injury and a covered sickness. Hospital Intensive Care Payable for each day that an insured is confined in a hospital intensive care unit because of a covered accidental injury or because of acovered sickness. We will pay benefits for only one confinement in a hospital's intensive care unit at a time, even if it is caused by morethan one covered accidental injury, more than one covered sickness or a covered accidental injury and a covered sickness. If we paybenefits for confinement in a hospital's intensive care unit and an insured becomes confined to a hospital's intensive care unit again within six months because of the same or related condition, we will treat this confinement as the same period of confinement. This benefit is payable in addition to the Hospital Confinement Benefit. Intermediate Intensive Care Step-Down Unit Payable for each day that an insured is confined in an intermediate intensive care step-down unit because of a covered accidentalinjury or because of a covered sickness.We will pay benefits for only one confinement in an intermediate intensive care step-down unit at a time, even if it is caused by more than one covered accidental injury, more than one covered sickness or a covered accidentalinjury and a covered sickness. If we pay benefits for confinement in a hospital's intermediate intensive care step-down unit and aninsured becomes confined to a hospital's intermediate intensive care step-down unit again within six months because of the same orrelated condition, we will treat this confinement as the same period of confinement. This benefit is payable in addition to the Hospital Confinement Benefit.Residents of Massachusetts are eligible for Hospital Admission, Hospital Confinement, Hospital Intensive Care, and Intermediate Intensive Care SteF>Down Unit Benefits only. Health Screening Benefit Payable for health screening tests performed as the result of preventive care, including tests and diagnostic procedures ordered inconnection with routine examinations. This benefit is payable for each insured. GP-36432.PLAN-233887 Page 5 of 8 DocuSign Envelope ID: 48DOA43E-A3654C4C-8A57-AE4D5593DC06 Group Hospital Indemnity Insurance Limitations and Exclusions We will not pay for loss due to. • War - voluntarily participating in war, any act of war, or military conflicts, declared or undeclared, or voluntarilyparticipating or serving in the military, armed forces, or an auxiliary unit thereto, or contracting with any country or international authority. (We will return the prorated premium for any period not covered by the certificate when theinsured is in such service.) War also includes voluntary participation in an insurrection, riot, civil commotion or civilstate of belligerence. War does not include acts of terrorism (except in Illinois).• in California: voluntarily participating in war, any act of war, or military conflicts, declared or undeclared, orvoluntarily participating or serving in the military, armed forces, or an auxiliary unit thereto, or contracting withany country or international authority. (We will return the prorated premium for any period not covered by thecertificate when the Insured is in such service.) War also includes voluntary participation in an insurrection, orriot • In Connecticut: a riot is not excluded In Idaho: participating in any war or act of war, declared or undeclared, or participating or serving in the armedforces or units auxiliary thereto. War also includes participation in a felony, riot, or insurrection. In New Hampshire: voluntarily participating in war any act of war, declared or undeclared, or serving in thearmed forces or an auxiliary unit thereto. (We will return the prorated premium for any period not covered bythe certificate when the Insured is in such service.) War also includes voluntary participation in an insurrectionor riot. War does not include acts of terrorism . • In New Jersey: WARNING: Any person who includes any false or misleading information on an application foran insurance policy is subject to criminal and civil penalties In Oklahoma: War, or any act of war, declared or undeclared, when serving in the military, armed forces, or anauxiliary unit thereto. (We will return the prorated premium for any period not covered by the certificate whenthe insured is in such service.) War does not include acts of terrorism . Suicide - committing or attempting to commit suicide, while sane or insane.• in Colorado, Missouri, Montana, and Vermont: committing or attempting to commit suicide, while sane. • in Idaho: committing or attempting to commit suicide, while sane or insane, or intentionally self-inflicting injury • in Minnesota and Ohio: this exclusion does not apply. •Self-Inflicted Injuries - injuring or attempting to injure oneself intentionally.• in Missouri: injuring or attempting to injure oneself intentionally which is obviously not an attempted suicide. • in Colorado and Vermont: injuring or attempting to injure oneself Intentionally, while sane. • in Idaho and Ohio: this exclusion does not apply •Racing - riding in or driving any motor-driven vehicle in a race, stunt show or speed test in a professional orsemi-professional capacity.• in Idaho and New Hampshire: this exclusion is not applicable •Illegal Occupation - voluntarily participating in, committing, or attempting to commit a felony or illegal act oractivity, or voluntarily working at, or being engaged in, an illegal occupation or job. • in California, Ohio, Nebraska and Tennessee: voluntarily participating in, committing, or attempting to commit afelony or voluntarily working at, or being engaged in, an illegal occupation or job. • in Connecticut and New Hampshire: voluntarily participating in, committing, or attempting to commit a felony. • in Illinois: committing or attempting to commit a felony or being engaged in an illegal occupation. • in Pennsylvania: committing or attempting to commit a felony, or being engaged in an illegal occupation. • in South Dakota: voluntarily committing a felony.• in Idaho and Maryland: this exclusion does not apply •Sports - participating in any organized sport in a professional or semi-professional capacity. • in California: participating in any organized sport in a professional capacity• in Idaho: participating in any professional organized sport. •Custodial Care - this is non-medical care that helps individuals with the basic tasks of everyday life, thepreparation of special diets, and the self-administration of medication which does not require the constant attentionof medical personnel. • in New Hampshire: this exclusion is not applicable GP-36432.PLAN-233887 Page 6 of 8 DocuSign Envelope ID: 48DOA43E-A3654C4C-8A57-AE4D5593DC06 Group Hospital Indemnity Insurance Treatment for being overweight, gastric bypass or stapling, intestinal bypass, and any related procedures,including any resulting complications. •In Idaho and New Hampshire: this exclusion is not applicable Services performed by a family member.• in Idaho: Services performed by an immediate family member • in Arizona, New Hampshire and South Dakota: this exclusion does not apply. Services related to sex or gender change, sterilization, in vitro fertilization, vasectomy or reversal of avasectomy, or tubal ligation. • in California, Washington D.C. and Washington: Services related to sterilization, in vitro fertilization,vasectomy or reversal of a vasectomy, or tubal ligation.• in Idaho and New Hampshire: this exclusion is not applicable Elective Abortion - an abortion for any reason other than to preserve the life of the person upon whom theabortion is performed. In Tennessee, or if the pregnancy was the result of rape or incest, or if the fetus is non-viable.In New Hampshire: this exclusion is not applicable • • Dental Services or Treatment • in New Hampshire: this exclusion is not applicable Cosmetic Surgery, except when due to: • Reconstructive surgery, when the service is related to or follows surgery resulting from a covered accidentalinjury or a covered sickness, or is related to or results from a congenital disease or anomaly of a covereddependent child.Congenital defects in newborns• in California: Cosmetic surgery, except when due to: • Reconstructive surgery, when the service is related to or follows surgery resulting from acovered accidental Injury or a covered sickness or when it is performed to correct or repair abnormal structures of the body caused by congenital defects, developmental abnormalities,trauma, infection. tumors, or disease Reconstructive surgery, when the service is related to or follows mastectomy or lymph node dissection. This includes surgery to restore and achieve symmetry for the patient incidental to a • mastectomy . In New Hampshire: this exclusion is not applicable •In Maryland only: We will not pay benefits for any claim that the appropriate regulatory board determines wereprovided as a result of a prohibited referral as defined in 1-302 of the Health Occupations Article. In New Jersey, an insured refers to a covered person GP-36432.PLAN-233887 Page 7 of 8 DocuSign Envelope ID: 48DOA43E-A3654C4C-8A57-AE4D5593DC06 Group Hospital Indemnity InsuranceNotices This proposal is a brief description of coverage, not a contract. Read your policy and riders (as applicable) carefully forexact plan language, terms, and conditions. If this coverage will replace any existing individual policy, please be aware that it may be in your employees' bestinterest to maintain their individual guaranteed-renewable policy. For residents of New Mexico, we are required to administer some coverages in accordance with the minimum applicable standards of New Mexico law. Notice to Consumer: The coverages provided by Continental American Insurance Company (CAIC) representsupplemental benefits only. They do not constitute comprehensive health insurance coverage and do not satisfy therequirement of minimum essential coverage under the Affordable Care Act. CAIC coverage is not intended to replace orbe issued in lieu of major medical coverage. It is designed to supplement a major medical program. Lack of majormedical coverage (or other minimum essential coverage) may result in an additional payment with your taxes. Continental American Insurance Company (CAIC), a proud member of the Aflac family of insurers, is a wholly-ownedsubsidiary of Aflac Incorporated and underwrites group coverage. CAIC is not licensed to solicit business in New York,Guam, Puerto Rico, or the Virgin Islands. For groups sitused in California, group coverage is underwritten by ContinentalAmerican Life Insurance Company. For groups sitused in New York, coverage is underwritten by American Family LifeAssurance Company of New York. Continental American Insurance Company, Columbia, South Carolina GP-36432 . PLAN-233887 Page 8 of 8 D'’cuSign EnveIQpe ID: 48DOA43E-A365-+C4C-8A57-AE4D5593DEC#1 bit F-Form CIQ CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - For vendor or other Person doing business with local governmental enti1 This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship asdefined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day afterthe date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Govemment Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is amisdemeanor. 1 2 Name of vendor who has a business relationship with local governmental entity. Continental American Insurance Company (CAIC) LJ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) g Name of local government officer about whom the information in this section is being disclosed. N/A Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Govemment Code. Attach additional pages to this Form CIQ as necessary. A.Is the local gover'ruuent officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?H ,“M ," B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received hom the local governmental entity?[] Yes [X] No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local govemment officer serves as an officer or director, or holds an ownership of one percent or more?n ,“M .„, D.Describe each employment or business and family relationship with the local government officer named in this section. N/A 4 5 [] I have no Conflict of Interest to disclose. 2_3:___;J=qLba-–--=–-– Signature of vendor doing business with the govemmental entity June 22. 2022 Date DocuSign Certificate Of Completion Envelope Id: 48DOA43EA3654C4C8A57AE4D5593DC06 Subject: Please DocuSign: City Council Contract 7982-1 Voluntary Insurance Products Status: Completed Source Envelope: Document Pages: 52 Envelope Originator: Certificate Pages: 6 AutoNav: Enabled Signatures: 5 Initials: 1 Gabby Leeper 901B Texas Street Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central TIme (US & Canada) Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 7/21/2022 2:29:20 PM Holder: Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 7/21/2022 2:36:58 PM Viewed: 8/1/2022 12:12:05 PM Signed: 8/1/2022 12:12:58 PM Completed Using IP Address: 198.49.140.104 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 8/1/2022 12:13:00 PM Viewed: 8/1/2022 2:15:13 PM Signed: 8/1/2022 2:20:50 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure;Not Offered vIa DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication(None) Sent: 8/1/2022 2:20:52 PM Viewed: 8/1/2022 2:22:25 PM Signed: 8/1/2022 2:25:05 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Eunice Holmes EHolmes@aflac.com Security Level: Email, Account Authentication(None) 'DocuSigned by: 1 %hiCE kaMa IFDE59B66FFC408 Sent: 8/1/2022 2:25:07 PM Resent: 8/8/2022 4:41 :41 PM Viewed: 8/9/2022 6:47:44 AM Signed: 8/9/2022 7:26:19 AMSignature Adoption: Pre-selected Style Using IP Address: 136.226.53.89 Electronic Record and Signature Disclosure;Accepted: 8/9/2022 6:47:44 AMID: 631 73eaa-a45b210fd-9b50-a3ab7876b073 Signer Events Sarah Kuechler sarah.kuechler@cityofdenton.com Director of Human Resources Security Level: Email, Account Authentication(None) Signature 'DocuSigrled by: I Sarah, kuullllr .380421E96&40440 Timestamp Sent: 8/9/2022 7:26:21 AM Viewed: 8/9/2022 8:07:37 AM Signed: 8/9/2022 8:08:00 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure;Accepted: 8/9/2022 8:07:37 AMID: 605279eb-05c44e86-9544-267b4696da91 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 8/9/2022 8:08:04 AM Viewed: 9/21/2022 7:16:40 AM Signed: 9/21/2022 7:17:04 AMUsing IP Address: 198.49.140.104 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email. Account Authentication(None) Sent: 9/21/2022 7:17:09 AM Viewed: 9/21/2022 7:36:59 AM Signed: 9/21/2022 7:37:06 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) Sent: 9/21/2022 7:37:11 AM Viewed : 9/21/2022 8:28:56 AM Signed: 9/21/2022 8:29:13 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 9/21/2022 8:28:56 AMID: 67f82b19-36b4dlbcc-8135-b20c63799b1 d In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Status Timestamp Intermediary Delivery Events Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email. Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Timestamp Sent: 8/1/2022 12:13:00 PM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 8/9/2022 8:08:03 AM Viewed: 8/9/2022 2:10:02 PM City Secretary Office citysecretary@cityofdenton.eom Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure;Not Offered via DocuSign Sent: 9/21/2022 8:29:17 AM Viewed: 9/21/2022 9:24:15 AM Linda Kile Linda.Klle@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 8/19/2022 3:09:25 PMID: 0274a869-a527.'4996-8505-1 db495e7b03a Sent: 9/21/2022 8:29:19 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 7/21/2022 2:36:58 PM 9/21/2022 8:28:56 AM 9/21/2022 8:29:13 AM 9/21/2022 8:29:19 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Eunice Holmes, Sarah Kuechler, Rosa Rios, Linda Kile 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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