23-1729ORDINANCE NO. 23-1729
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH
UNITED HEALTHCARE SERVICES, INC., FOR THE ADMINISTRATION OF FLEXIBLE
SPENDING ACCOUNTS (FSA) FOR MEDICAL CARE AND DEPENDENT CARE FOR CITY
EMPLOYEES FOR THE HUMAN RESOURCES DEPARTMENT; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP
8241 – AWARDED TO UNITED HEALTHCARE SERVICES, INC., FOR THREE (3) YEARS,
WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE
TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $123,237.47).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for the
administration of Flexible Spending Accounts (FSA) for medical care and dependent care for City
employees for the Human Resources Department; and
WHEREAS, the City Manager, or a designated employee, has received, reviewed, and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals;
and
WHEREAS, this procurement was undertaken as part of the City’s governmental
function; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies, or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies, or services shown in the “Request Proposals” on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
NUMBER CONTRACTOR AMOUNT
824 1 United Healthcare Services, Inc.$ 123,237.47
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,
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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
approval.
This ordinance shall become effective immediately upon its passage and
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Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck, District 2:
Paul Meltzer, District 3 :
Joe Holland, District 4:
Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:JL
, 2023.PASSED AND APPROVED thi, th, (I th day of SqN,n),,,
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ATTEST:
JESUS SALAZAR, CITY SECRETARY L\\t 11111111
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Digitally signed by MaKella
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Date: 2023.09.05 16:42:15
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DocuSign Envelope ID: 5A4D432C-5D5EJ+852-AC24-16171C776ADD
DENTON
Docusign City Council Transmittal Coversheet
8241RFP
File Name F1,,ib1, sp,,dl,g A ,,,,,t ( FSA)
P,r,h„i.g C,nt„t c h':;t; c h':;t:’-
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Piggy Back Option
Contract Expiration
Ordinance
NO
DECEMBER 31, 2028
23-1729
DocuSign Envelope ID: 5A4D432C-5D5E4852-AC24-16171C776ADD
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND UNITED HEALTHCARE SERVICES, INC
(CONTRACT 8241)
THIS CONTRACT is made and entered into this date January 1, 2024, (the “Effective
Date”) by and between United Healthcare Services, Inc a Minnesota corporation, whose
address is 9900 Bren Road East Minnetonka. MN 55343. 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 8241 – Flexible Spending Account, 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 Standard Terms and Conditions (Exhibit “B”);
Insurance Requirements and Workers’ Compensation Requirements (Exhibit “C”)
Supplier Terms and Conditions (Exhibit "D");
Form CIQ – Conflict of Interest Questionnaire (Exhibit "E”)
City of Denton’s RFP 8241 (Exhibit “F” on File at the Office of the Purchasing
Agent) including United’s response;
These documents make up the Contract 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 base agreement then to the exhibits 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 at
maintain 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 # 8241
DocuSign Envelope ID: 5A4D432C-5D5E21852-AC24-16171C776ADD
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 certifres that Contractor’s signature provides written veripcation to
the 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 Trade
Associations
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, gwidance, 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 yeHPcation 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 companies
that 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 become
ineligible 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 considered
a 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.
Contract # 8241
DocuSign Envelope ID: 5A4D432C-5D5E4852-AC24-16171C776ADD
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
UNITED HEALTHCARE SERVICES,
Jl:MAr has
AUTHORIZED SIGNATURE
Printed Name: ienn1 fer Dumas
Title: Regiona1 Contract Manager
763-957-6766
PHONE NUMBER Certificate of Interested Parties Electronic Filing
jennifer_dumas@uhc . com
EMAIL ADDRESS
In 2015 , the Texas Leglslature adopted House Bi11
1295 . wh1 ch added sectlon 2252.908 of the
Government Code. The law states that the City maynot enter lnto this contract unless the Contractor
submits a dlsclosure of interested parties (Form
1295) to the city at the time the Contractor
submits the signed contract . The Texas EthIcs
Commlssion has adopted rules requ1 rIng the businessentity to f11e Form 1295 electronlca11y with the
Commi ssi on .
2023_ 1067701
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY prOW,PN, TEXAS
SNbA Hoq££?BY: L - _____:_____ I_
SARAF{ENSL-EY, CITY MANAGER
Contractor wi 11 be required to furnish aCertlflcate of Interest Parties before the contract
is awarded, in accordance with Government Code2252 . 908 .
The contractor sha11 :
ATTEST:
JESUS SALAZAR, CITY SECRETARY
1. Log onto the State Ethics Commission webslte
at
https : //www . ethi cs . state . tx . us/H 1 i ng1 nfc/1295/
2 . Reglster utl11zlng the tutorla1 provlded bythe State
3 . Print a copy of the completed Form 12954. Enter the Certiflcate Number on page 2 of this
contract .
5 . Complete and sign the Form 12956. Emai 1 the form to purchasing@cityofdenton . com
with the contract number in the subject line. (EX:
Contract 1234 – Form 1295)
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
The city must acknow1 edge the receipt of the f11ed
Form 1295 not later than the 30th day after Counc11
award . Once a Form 1295 is acknowledged, it wi 11
be posted to the Texas Ethics Commission’s website
within seven business days .
Contract # 8241
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THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
Megan Gi lbreath
PRiNTED NAME
Deputy HR D1 rector
TITLE
Human Resources
DEPARTMENT
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Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $123,237.47. Pricing shall be per Attachment D,
Attachment D-3 – Fees.
2. Intentionally Deleted
3. Contract Terms
This contract shall be effective for three (3) years hom the Effective Date (“Initial Term”). City
and the Supplier shall have the option to renew this contract for an additional two (2) one-year
periods. Each service period under this contract will begin January 1 and end December 31.
The contract shall commence on the effective date and shall automatically renew each year, from
the effective date. 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.
4. Price Escalation and De-escalation
Contractor may change the fees on the latter of the expiration of:
• A Renewal Term. or
• Any applicable multi-year fee term as set forth in Attachment D-3 - Fees.
Contractor will provide City with 30 days prior written notice of the revised Fees for each Renewal
Term, and such Fees will be effective the first day of such Renewal Term. Contractor will provide
City with a new Attachment D-3 – Fees that will replace the existing Attachment D-3 – Fees.
Contractor may also change the Fees:
•
•
•
any time there are changes made to this Agreement or the Plan which affect the Fees,
any time there are changes in Law which affect the Services Contractor is providing,
or will be required to provide, under this Agreement,
if the number of Employees covered by the Plan or any Plan option changes (i) by
10% or more, or (ii) the enrollment band, or
• (4)if the total number of enrolled Participants divided by the total number of enrolled
Employees (“Average Contract Size“), varies by 10% or more from the assumed
average contract size.
Any new Fee will be effective as of the date the change is applicable, even if that date is retroactive.
If City does not agree to any change in Fees, City may terminate this Agreement after City receives
written notice of the new Fees. City must still pay any amounts due for the periods during which
the Agreement is in effect.
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Exhibit B
City of Denton Standard Purchase Terms and Conditions
These standard Terms and Conditions 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.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all
services/deliverables described in this Contract and the Solicitation 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. This Contract shall be effective as of the date services begin, and
shall continue in effect until the is terminated pursuant to the terms herein.
3. INTENTIONALLY DELETED
4. 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 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
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.
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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 IInmigration Reform and
Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996.
5. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, shall comply 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: Supplier shall comply with all applicable standards, orders, or
regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 ef seq) and the
Federal Water Pollution Control Act, as amended, (33 U.S.C. §125 1 el seq ).
6. INVOICES:
A. The Contractor shall submit an on-line invoice in advance of the first of each month. The due
date for payment of the invoiced amounts is on the first day of the next calendar month (“Due
Date”). Invoices are generated using monthly enrollment provided by Customer. If City has elected
to self-bill, monthly enrollment shall be measured based off the sold proration method for the
month to which the fee applies (e.g., 1 st day of the month, mid-month).
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department’s Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor’s invoice. Federal excise taxes,
State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
7 . PAYMENT:
Fee Disputes. If City disputes any Fee due Contractor, City will promptly notify Contractor. City
agrees to meet with Contractor in good faith to resolve any Fee discrepancies. No interest will be
assessed to the extent Contractor’s bill was incorrect. City will pay the undisputed part of the Fee
by the applicable Due Date.
Late Payment. If amounts owed are not paid within 30 days after their Due Date (“Grace
Period”), City will pay Contractor interest on these amounts at the interest rate set forth in
Attachment D-5 – Fees (“Interest Rate”). City shall reimburse Contractor for any costs that
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Contractor incurs to collect these amounts. The Grace Period is based on Contractor’s assessment
of Customer’s financial condition. If Contractor reasonably determines that Customer’s financial
condition has deteriorated, or City fails to comply with the funding and financial obligations
specified in this Agreement, Contractor may: (a) remove the Grace Period upon notice to
Customer, and (b) either charge interest on payments not received after the Due Date or terminate
the Agreement if payments are not received by the Due Date.
A. If payment is not timely made, (per the above); 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.
B. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds.
C. 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. 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. INTENTIONALLY DELETED
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.
16. INTENTIONALLY DELETED
17. INTENTIONALLY DELETED
18. SUBCONTRACTORS:
A. 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
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accordance with the provisions, specifications and terms of the Contract;
ii. 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
B. 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.
19. INTENTIONALLY DELETED
20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables.
21. INTENTIONALLY DELETED
22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be performed in a good and workmanlike manner in
accordance with generally accepted industry standards and practices, the terms, conditions, and
covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations.
23. INTENTIONALL DELETED
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 terminate this Contract with thirty (30) days
wrrtten notrce. .
25. INTENTIONALLY DELETED
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 thirty (30) 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
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available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor’s default, including, without
limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-
judgment interest at the maximum lawful rate as outlined in Section 15, Indemnification.
Additionally, in the event of a default by the Contractor, the City may remove the Contractor from
the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be
disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are
not exclusive of any other right or remedy provided by law.
28. TERMINATION WITHOUT CAUSE: Either party 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 following the Initial Term.
This Contract may also terminate under the following circumstances:
( 1) The Plan terminates,
(2) Both Parties agree in writing to terminate this Agreement,
(4) Contractor gives City notice of termination because City did not pay the fees or other
amounts City owed Contractor when due under the terms of this Agreement,
(5) Contractor gives City notice of termination because City failed to provide the required
funds for payment of benefits under the terms of this Agreement,
(6) Either Party is in material breach of this Agreement, other than by non-payment or late
payment of fees owed by City or the funding of Plan benefits, and does not correct the
breach within 30 days after being notified in writing by the other Party,
(7) Contractor gives City notice of termination in the event of a filing by or against the City of
a petition for relief under the Federal Bankruptcy Code, or
(8) As otherwise specified in this Agreement.
Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such runout exceptions. The City shall pay the Contractor, to the
extent of funds Appropriated or otherwise legally available for such purposes, for all services
performed and obligations incurred prior to the date of termination in accordance with the terms
hereof,
29. FRAUD: Fraudulent statements by the Contractor in any report 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. INTENTIONALLY DELETED
31. INDEMNITY:
Indemnification of Contractor. To the extent allowed by Texas law, City shall indemnify
Contractor for any and all claims, losses, liabilities, penalties, fines, costs, damages, judgments,
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and expenses Contractor incurs, including reasonable attorneys’ fees and costs, to the extent arising
out of one of more of the following: (i) Customer’s breach of this Agreement; and (ii) Customer’s
design and operation of the Plan and claims brought against Contractor as the claims administrator.
The provisions of this paragraph do not constitute a waiver of any applicable local, State and
federal rules and laws, including Sovereign Immunity, Chapter 101 of the Texas Civil Practice and
Remedies Code, and Article XI, Section 7 of the Texas Constitution.
Indemnification of Customer. Contractor shall indemnify City for any and all claims, losses,
liabilities, penalties, fines, costs, damages, judgments, and expenses City incurs, including
reasonable attorneys' fees and costs, to the extent arising out of one or both of the following: (i)
Contractor’s breach of this Agreement; and (ii) a breach by a third party of any agreements
Contractor enters into with third parties to perform Services under this Agreement.
City remains responsible for payment of all benefits and Contractor does not indemnify City or
the Plan for any claims, losses, liabilities, penalties, fines, costs, damages, judgments, or expenses
that constitute payment of Plan benefits or other Plan expenses and fees.
32. INSURANCE: Contractor shall procure and maintain insurance of the types and in the minimum
amounts acceptable to the City
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated in
Exhibit C – Insurance Requirements and Workers’ Compensation Requirements, for the
duration of the Contract, including extension options and hold over periods, and during any
warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage’s and
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. The Contractor
must also forward a Certificate of Insurance to the City upon request.
iii. 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.
iii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance
iv. 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.
\
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. INTENTIONALLY DELETED
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
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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.
36. INTENTIONALLY DELETED
37. CONFIDENTIALITY:
Definition :
Confidential Information: Information disclosed or made available by a Party in connection
with this Agreement, including without limitation the following, regardless of form or the manner
in which it is furnished: (a) pricing, discounts, reimbursement terms, payment methodologies and
payment processes, compensation arrangements, and any similar commercial information, (b)
data, information, statistics, trade secrets, and any information about business, costs, operations,
techniques, know-how, or intellectual property. (c) inventions, employee information, trade
secrets, confidential know-how, confidential business information, and other information which
the City or its licensors consider confidential. Any material that is derived from or developed from
Confidential Information will be deemed Confidential Information for purposes of this Agreement,
regardless of the person creating, disclosing, or making available such material. Any Confidential
Information included in preparations, proposals, scope documents, discussions, findings,
summaries, reports, and conclusions remain Confidential Information.
Confidential Information does not include: (a) information that is or becomes generally available
to the public other than as a result of a disclosure by a receiving Party in violation of this Agreement
or other agreement between the Parties, (b) information either obtained from a third party or
already in a receiving Party’s possession before receipt from the other Party, if the receiving Party
can demonstrate such information was lawfully obtained and not subject to another obligation of
confidentiality, and (c) information independently developed without reference to Confidential
Information, if the receiving Party can demonstrate such independence through contemporaneous
written records.
Use of Confidential Information. Neither Party will disclose the other's Confidential Information
to any person or entity other than to the receiving Party's employees and Business Associates
needing access to such information to administer the Plan, to perform under this Agreement, or as
otherwise permitted under this Agreement.
Notwithstanding the foregoing, (i) Contractor may disclose City Confidential Information to its
affiliates and subcontractors as needed for those entities to provide Services under this Agreement,
(ii) City will not be prohibited from providing provider-specific cost or quality of care information
or data, through a consumer engagement tool or any other means, to referring providers, the Plan
Sponsor, Participants, or individuals eligible to become Participants of the Plan, to the extent
required by Law, (iii) City may only use Contractor’s Confidential Information for Plan
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administration purposes, and (iv) before Contractor’s Confidential Information can be disclosed,
Contractor may require a mutually agreed upon confidentiality agreement consistent with Law.
Neither party may sell, license, or grant any other rights to the other Party’s Confidential
Information.
If a Party is requested or required to disclose Confidential Information by subpoena, legal process,
or Law, including public records acts, such Party shall (to the extent permitted by Law) provide
the other Party with immediate written notice of that request or requirement. Such Party shall
reasonably cooperate in any efforts by the other Party to seek an appropriate protective order or
other remedy or otherwise challenge or narrow the scope of that disclosure request or requirement.
If a protective order or other remedy is not obtained, such Party shall nrrnish only that portion of
the Confidential Information that is legally required.
If City requests that Contractor provide information about the Plan that is in Contractor’s
possession after the Agreement terminates and any applicable run out period has expired, then
Contractor may, in its discretion, provide such information subject to a fee.
Each party acknowledges and agrees that the Confidential Information is the valuable property of
each party and/or its licensors and any unauthorized use, disclosure, dissemination, or other release
of the Confidential Information will substantially injure the other party and/or its licensors. The
parties (including its employees, subcontractors, agents, or representatives) agree that it will
maintain the Confidential Information in strict confidence and shall not disclose, disseminate.
copy, divulge, recreate, or otherwise use the Confidential Information of the other party without
the prior written consent of the other party, unless otherwise authorized herein, 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 disclosing party promptly notifies
the other party before disclosing such information so as to permit the other party reasonable time
to seek an appropriate protective order. Each party agrees to use protective measures no less
stringent than that party 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. INTENTIONALLY DELETED
39. INTENTIONALLY DELETED
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.
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42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation 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 voidable by the City. The Contractor shall complete and submit the City’s Conflict of
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker’s compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this Contract. 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. Notwithstanding the foregoing, Contractor may assign this Agreement to Contractor’s
affiliates, or a purchaser of all or substantially all of Contractor’s assets, and Contractor will
provide notice to City of the assignment.
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. An authorized
representative of Contractor must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such
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change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice
payments.
46. THIRD PARTY BENEFICIARIES. The Contract is not intended to confer rjghts or benefits
on any person, firm or entity not a party hereto; it being the intention of the parties that there are
no third party beneficiaries to the Contract.
47. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or fbture default or defaults, whether of a
similar or different character.
48. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
49. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
50. DISPUTE RESOLUTION:
In the event of any dispute, claim, or controversy of any kind or nature between the Parties arising
out of this Agreement or the Services (“Dispute”), a Party may provide written notification of the
Dispute to the other Party. After such notice, a representative from each Party shall meet in person
or telephonically and make a good faith effort to resolve the Dispute. If the Dispute is not resolved
within 30 days after the Parties first meet to discuss it, and either Party wishes to pursue the Dispute
fUrther, that Party will refer the Dispute to arbitration.
Any Dispute that has not been resolved pursuant to the above may be submitted to arbitration.
Either Party may initiate arbitration by filing a claim with the American Arbitration Association
(“AAA”) in accordance with the then-current Commercial Arbitration Rules of the AAA
(“Arbitration Rules”). The arbitration will be conducted in accordance with the Arbitration
Rules. In no event may the arbitration be initiated more than one year after the date a Party first
gave written notification of the Dispute to the other Party. The Parties will treat the Dispute, the
existence of the arbitration, and the outcome of the arbitration as confidential. Each Party hereby
waives any right to a class action arbitration.
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Any arbitration proceeding will be conducted at a mutually agreeable location. Any arbitrator may
construe or interpret but must not vary or ignore the terms of this Agreement and will be bound by
controlling law. No arbitrator has the authority to award punitive, exemplary, indirect, or special
damages.
Nothing in this Section 50 will be interpreted to limit, waive, or nullify any other rights under this
Agreement.
51. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V. T.C. A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
52. 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.
53. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
Martin Luther King, Jr. Day
Memorial Day
Juneteenth
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.
54. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
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confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
55. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City is prohibited from contracting with or making prime or sub-awards to parties that are
suspended or debarred or whose principals are suspended or debarred from Federal, State, or City
Contracts. By accepting a Contract with the City, the Contractor certifies, to its reasonable
knowledge and belief , that its firm and its principals are not currently suspended or debarred from
doing business with the Federal Government, as indicated by the General Services Administration
List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of
Texas, or the City of Denton.
56. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting eOIn this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defIned
in the ADA.
57. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable.
A. Definitions. As used in this paragraph –
i. "Component" means an article, material, or supply incorporated directly into an end
product.
ii. "Cost of components" means –
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
( 1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
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for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate" .
58.INTENTIONALLY DELETED
59.INTENTIONALL DELETED
60. 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.doI. gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol. gov
for Denton County, Texas (WD-2509).
61. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Contractor
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 Contractor shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
62. FEDERAI,, STATE, AND LOCAL REQUIREMENTS: Contractor shall comply with the
Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of
1978, dealing with issuance of Form W-2's to common law employees. Contractor is responsible
for both federal and State unemployment insurance coverage and standard Workers’
Compensation insurance coverage. Contractor shall ensure compliance with all federal and State
tax laws and withholding requirements. The City of Denton shall not be liable to Contractor 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 Contractor's omission or breach of this Section.
63. 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
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ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
64. INTENTIONALLY DELETED
65. FORCE MAJEURE: The City of Denton, any Customer, and the Contractor shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Contractor will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Contractor continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Contractor 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.
66. 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.
67. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
68. RECORDS RETENTION: The Contractor 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 Contractor shall retain all such records for a period requested by law.. The
Contractor 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.
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Exhibit C
Insurance Requirements and
Workers’ Compensation Requirements
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until this Contract terminates, the minimum insurance coverage
as indicated hereinafter.
Contractor shall provide certificates of insurance including any applicable addendum or
endorsements, containing the contract number and title of the project. Contractor may, upon
written request to the Purchasing Department, ask for clarification of any insurance
requirements at any time; however, Contractor shall not commence any work or deliver any
material until he or she receives notification that the contract has been accepted, approved,
and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifications, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted:
• Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A- VII.
• Commercial General Liability and Automobile Liability policies shall be endorsed to
provide the following:
•
•
Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers
That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer’s
limit of liability.
Provide a Waiver ofSubrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
•
• Cancellation: City requires 30 day written notice should any of the policies described
on the certificate be cancelled or materially changed before the expiration date.
• Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and, without
lapse, for a period of three years beyond the contract expiration, such that occurrences
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arising during the contract term which give rise to claims made after expiration of the
contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes a
general annual aggregate limit providing for claims investigation or legal defense costs to
be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
•Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement effective
on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
[X] A.Cyber Insurance
Cyber coverage provides protection for business liability for a data breach, cyber
extortion, business interruption due to malicious cyber-attacks or malware
infections. A Cyber policy will be required any time a system interfaces with the
City of Denton’s servers or houses sensitive information such as customer or
employee data. When Cyber coverage is required commercial crime is also
required. Limits of not less than $10,000,000 are required unless other limits are
individually approved by the City.
[]General Liability Insurance
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
•
•
•
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
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and ISO Form GL 0404) is used, it shall include at least:
•
•
Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[ ] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination
of basic and umbrella or excess policies. The policy will include bodily injury and property
damage liability arising out of the operation, maintenance and use of all automobiles and
mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all owned hired and non-owned autos.
[]Workers’ Compensation Insurance
Contractor shall purchase and maintain Workers’ Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer’s Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a 8500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment C-1 in accordance with
§406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’
Compensation Commission (TWCC).
[]Ownerts and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an “occurrence" basis and the policy shall be issued by the same insurance company
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
[]Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to
the contractor or if a contractor leases or rents a portion of a City building. Limits of not
less than each occurrence are required.
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[]Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[]Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[]Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[]Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[]Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access to
City funds. Limits of not less than § each occurrence are required.
[]Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific contract,
that requirement will be described in the "Specific Conditions" of the contract
specifications.
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ATTACHMENT C-1
[]Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate
of authority to self-insure issued by the commission, or a coverage agreement (TWCC-
81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation
insurance coverage for the person's or entity's employees providing services on a
project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has undertaken
to perform on the project, regardless of whether that person contracted directly with
the contractor and regardless of whether that person has employees. This includes,
without limitation, independent contractors, subcontractors, leasing companies, motor
carriers, owner-operators, employees of any such entity, or employees of any entity
which furnishes persons to provide services on the project. "Services" include, without
limitation, providing, hauling, or delivering equipment or materials, or providing
labor, transportation, or other service related to a project. "Services" does not include
activities unrelated to the project, such as food/beverage vendors, office supply
deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011 (44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract.
If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the coverage
period, file a new certificate of coverage with the governmental entity showing that
coverage has been extended.
D
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the project, so
the governmental entity will have on file certificates of coverage showing
coverage for all persons providing services on the project; and
2. no later than seven days after receipt by the contractor, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project.
The contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
F
G. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 days after the contractor knew or should have known, of
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any change that materially affects the provision of coverage of any person providing
services on the project.
The contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how
a person may verify coverage and report lack of coverage.
The contractor shall contractually require each person with whom it contracts to
provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011 (44) for all of its employees
providing services on the project, for the duration of the project;
2. provide to the contractor, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees
of the person providing services on the project, for the duration of the project;
3 . provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
4. obtain from each other person with whom it contracts, and provide to the contractor:
a. a certificate of coverage, prior to the other person beginning work on the project;
and
H.
b. a new certificate of coverage showing extension of coverage, prior to the end of
the coverage period, if the coverage period shown on the current certificate of
coverage ends during the duration of the project;
retain all required certificates of coverage on file for the duration of the project and
for one year thereafter;
notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on the
project; and
Contractually require each person with whom it contracts, to perform as required
by paragraphs (1) - (7), with the certificates of coverage to be provided to the person
for whom they are providing services.
5
6
7
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper reporting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self-Insurance Regulation. Providing false
or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of contract
by the contractor which entitles the governmental entity to declare the contract void if
the contractor does not remedy the breach within ten days after receipt of notice of
breach from the governmental entity.
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Exhibit D
Supplier Terms and Conditions
Section 1 – Definitions
When these terms are capitalized in the Agreement they have the meanings set forth below. The words may be singular
or plural.
Bank: The United relationship bank elected in Customer’s executed banking letter
Bank Account: Benefits Demand Deposit Bank Account maintained for the payment of FSA Plan benefits, expenses,
and fees
Employee: A current or former employee of Customer or its affiliated employer.
IRC: The United States Internal Revenue Code of 1 986, as amended from time to time
Participant: Employee or dependent who is covered by the Plan.
Plan: The FSA Plan to which this Agreement applies.
Summary Plan Description or SPD: The document(s) ERISA requires Customer to provide to Plan Participants
describing the terms and conditions of coverage offered under the Plan
Section 2 – Customer Responsibilities
Section 2.1 Responsibility for the Plan. United is not the Plan Administrator of the Plan. Any references in this
Agreement to United “administering the Plan” are descriptive only and do not confer upon United anything beyond
certain agreed upon claim administration duties. Except to the extent this Agreement specifically requires United to
have the fiduciary responsibility for a Plan administrative function, Customer accepts total responsibility for the Plan
for purposes of this Agreement, including its benefit design, the legal sufficiency and distrIbution of SPDs, and
compliance with any laws that apply to Customer or the Plan, whether or not Customer or someone Customer
designates is the Plan Administrator. The Customer represents and warrants that the Plan has the authority to pay fees
due under this Agreement from Plan assets.
Section 2.2 Plan Consistent with the Agreement. Customer represents that Plan documents, including the Summary
Plan Description are consistent with this Agreement. Nevertheless, before distributing any communications describing
Plan benefits or provisions to Participants or third parties, Customer will provide United with such communications
which refer to United or United’s services. Customer will amend them if United reasonably determines that references
to United are not accurate, or any Plan provision is not consistent with this Agreement or the services that United is
providing
Section 2.3 Plan Changes. Customer must provide United with notice of any changes to the Plan and/or Summary
Plan Description within a reasonable period of time prior to the effective date of the change to allow United to
determine if such change will alter the services United provides under this Agreement and the fees for said services.
United will notify Customer if (i) the change increases United’s cost of providing services under this Agreement, or
(ii) United is reasonably unable to implement or administer the change. If the parties cannot agree to a new fee within
(30) thirty days of the notice of the new fee, or if United notifies Customer under Section 2.3(ii) that United is unable
to reasonably implement or administer the change, then (a) United shall have no obligation to implement or administer
the change, and (b) Customer may terminate this Agreement upon (60) sixty days written notice.
Section 2.4 Information Customer Provides to United. Customer will tell United which of Customer’s Employees,
their dependents, any other persons, or any combination of these, are Participants. This information must be accurate
and provided to United in a timely manner. United will accept eligibility data from Customer in a format acceptable
to United. Customer will notify United of any change to this information as soon as reasonably possible
United will be entitled to rely on the most current information in United’s possession regarding eligibility of
Participants in paying Plan benefits and providing other services under this Agreement. United will not be required to
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make retroactive eligibility changes, process or reprocess claims, but if United ajees to do so, additional fees may
apply
Section 2.5 Notices to Participants. Customer will give Participants the information and documents they need to
obtain benefits under the Plan within a reasonable period of time before coverage begins. In the event this Agreement
is discontinued, Customer will notify all Participants that the services United is providing under this Agreement are
discontinued.
Section 2.6 Escheat. Customer is solely responsible for complying with all applicable abandoned property or escheat
laws, making any required payments, and filing any required reports.
Section 3 – Fees
Section 3.1 Service Fees. Customer will pay fees to United as compensation for the services outlined in Exhibit A -
Fees
Section 3.2 Reconciliation. For each Renewal Term, United will reconcile the total amounts Customer paid with the
total amounts Customer owed. If the reconciliation indicates that United owes Customer money, Customer’s next fee
invoice will be credited. If the reconciliation indicates that Customer owes United money, United will invoice
Customer for the amount due. The due date for these amounts is the fIrst day of the next calendar month. Customer
will pay United within thirty (30) days of the due date the amounts that Customer owes United. For payments made
after this thirty (30) day period, Customer will pay United interest on these amounts at the interest rate that United
charges to its other self-funded customers.
If the Agreement is terninated, United will pay Customer the amount owed within thirty (30) days after United
performs a final reconciliation. If the final reconciliation indicates that Customer owes United money, Customer will
pay United within thirty (30) days after receiving notice of the amount owed.
For payments Customer makes after thirty (30) days of receiving notice of the amounts that Customer owes United,
United will charge interest at the interest rate that United charges its other self-funded customers.
Section 4 – Banking
Section 4.1 Banking. United, on Customer’s behalf, will open and maintain a bank account at the Bank to provide
United the means to access Customer’s funds for the sole purpose of payment of reimbursement of Plan benefits,
expenses and service fees (“FSA Bank Account”). The funds in the FSA Bank Account are Customer’s and will not
be comingled with any other customer funds.
Customer will maintain a minimum balance in the FSA Bank Account as determined by United based upon Participant
enrollment and projected benefit reimbursement requests. United will determine if circumstances warrant increasing
this minimum balance, and will notify Customer if and when the required balance or the amount identified changes.
Customer will fund the FSA Bank Account per the Benefits Account Establishment Authorization Letter executed by
the parties.
If Customer does not provide the required amounts in the FSA Bank Account: (1) United will provide Customer
notice, so that Customer can correct the problem; (2) United may suspend any services under this Agreement for the
period of time Customer does not provide the required payment; (3) United can also elect to terminate this Agreement
effective as of any date after three (3) business days after United has given Customer notice of the payment deficiency,
if Customer does not provide the required payment within that period. Customer will pay interest on the amount of
underfunding at the standard rate that United charges its customers for underfunding.
Funding After Termination. When this Agreement terminates, the funding method will remain in place to fund all
outstanding checks and Customer’s other funding obligations, including credit refunds due to the Customer, for the
length of the run-out period. Following the run-out period, to ensure a minimally sufficient balance is maintained to
cover the Customer’s funding obligations the required minimum balance may be adjusted through mutual agreement
of the parties. United will stop payment on all checks that remain uncashed at the end of this period and Customer
will request in writing to close the Bank Account and recover any funds remaining in it. United will provide bank
statements and Bank Account reconciliation reports, including reports Customer needs for the purposes ofperfonrHng
escheat
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Section 5 – Records and Information
Section 5.1 Records. United shall keep records relating to the services it provides under this Agreement for as long
as United is required to do so by law.
Section 6 – Benefit Determination and Appeals
Section 6.1 Benefit Claim Determination and Appeals. Customer appoints United a named, ERISA fiduciary under
the Plan with respect to (i) performing initial benefit determinations and payment, (ii) performing the fair and impartial
review of first level internal appeals, and (iii) performing the fair and impartial review of second level internal appeals.
A benefit means any treatment amount, service or supply paid or incurred by a Participant which is eligible for
reimbursement under the Plan and pursuant to applicable sections of the IRC.
As such, Customer delegates to United the discretionary authority to (i) construe and interpret the terms of the Plan,
(ii) to determine the validity of charges submitted to United under the Plan, and (iii) make final, binding determinations
concerning the availability of Plan benefits under the Plan’s internal appeal process.
If it is determined that a benefit is payable, United will issue a check for, or otherwise credit the benefit payment to
the appropriate payee. If United denies a Plan benefit claim, the claimant shall have the appeal rights set forth in the
Summary Plan Description, and/or which are required under applicable law. If United determines that all or a part of
the benefit is not payable under the Plan, United will notify the claimant of the adverse benefit determination and of
the claimant's right to appeal the adverse benefit determination. This notification will be designed to comply with
applicable requirements for adverse benefit determination notices.
If, after the exhaustion of the two levels of internal appeal with United, United determines that the Plan benefit is still
not available, United will notify the claimant that the adverse benefit determination has been upheld. This notice will
be designed to comply with the applicable requirements for adverse benefit determination notices. This determination
will be final and binding on the claimant, and all other interested parties.
Section 7 – Miscellaneous
Section 7.1 Use of Name. The parties agree not to use each other's name, logo, service marks, trademarks, or other
identifying information without the written perndssion of the other, except that Customer grants United permission to
use Customer’s name, logo, service marks, trademarks or other identifying information to the extent necessary for
United to carry out its obligations under this Agreement (e.g. on SPDs and ID cards).
Section 7.2 Compliance with Laws and Regulations. The parties agree to comply with all applicable federal, state
and other laws and regulations with respect to this Agreement.
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Schedule of Services
The following are the administrative services United has agreed to provide to Customer. Customer must have United
as their medical carrier. Customer may request that United provide additional services; Customer will pay an
additional fee, determined by United, for these additional services. The services described in this section will be made
available to Customer’s eligible Participants consistent with the Summary Plan Description under which the
Participant is covered.
Service Comments
United will process claims for eligible Expenses (any treatment amount, service or supply paid or incurred by a
Participant and eligible for reimbursement under the FSA Plan and pursuant to applicable sections of IRC). Claims
for reimbursement of FSA Plan benefits must be submitted in a form that is satisfactory to United. United will
determine whether a benefit claim is reimbursable under the FSA Plan provisions including an initial determination
as to whether a claim is considered an Expense. Customer delegates to United the discretion and authority to use
United’s claim procedures and standards for benefit claim determination, reimbursement and recovew services.
Standard FSA services includin
-_;iii;i---;:;;;iT{;---iF; i;;;a;;ii-gI;;pfi{;;it; iihf; a
_i;Ei;---;'I;i-;If--;;it;;;i;;ii;;'-- Gi;if-;If{bl;aTi;---;;lf=8;g';from established feeds
• Check minimum $25
Dail•layment cycle
el;iiib;;;---j;iB-;;iam---;;j;;iT;;ialia–ali;i;;g
normal business hours.
Eligibility information processed via electronic file
submission (FTP or EDT)
Standard FSA banking arrangements using a
separate bank account for FSA plan
til;;;'Jai;;;iI– iF--B> };;;;;;iT- i_;;I;T&;---M;E
accounts including online administration.
iii;iii;;---; i-a8{;;iii;;fi;;;;-;ii;;;
•
•Two files per month
•
•Includes dire it ci:j;b&t -admiii;fIaii;"'-MaTaITi; a
election.
For Participants enrolled in health plans administered by
United.
•
Standard FSA reports includin
_fa;;ii;I;--gi;iiI;'-figig;i;
_fa;iI;l+--Ci;;;gg-+&ji;R
• Utilization Reports
Detailed account siatis for each P'articibinl
TiTGTi;-ii;iTil;iii;;-18-i;;8-£;;;;fi;;4idi;;-iii;;:
lifi;;;Kai--d;;-i;;b£;;;;;;HiiHfi8;---fi;-Fi;iii;-;aiGI iFf
change in status
till;;'-in_BFa-;;;ii;;-a--gt;thEig;;ii}-- i;;-';al;;;;--if it;;
Effective Date of United’s services, United will either (i)
utilize the summary of Plan benefits and exclusions that
United has created based on its understanding of
Customer’s Plan design or (ii) create, at United’s
discretion, an operational SPD which will be based upon
the summary of Plan benefits that Customer has reviewed
and approved. United will administer claims and
otherwise provide United’s services in accordance with
this summary of Plan benefits and exclusions or
operational SPD, as the case may be, and it will govern
and remain in full force and effect until a final SPD is
lrovided to United.
Summary Plan Description (SPD) Assistance. United
will prepare a customized draft of an SPD, either for
each plan or multiple plans, as mutually agreed upon
with one additional draft, in response to Customer’s
comments, and a final draft SPD. “Plan”, for purposes
of this paragraph, means each individual plan design
administered by United. The SPD will be in English.
United will provide Customer with the final draft SPD.
Printing of SPDs will be at an additional cost.
Annual statement (paper
Iii;iiI;"a-;};'"g:;-i;;iii;;;-a-iFa-Iiiiif-M;';ii;a;;;i'&;--------"FJ;;igat;-f-iT;-g-G;;;;;;"-;adi:ig;;;fF#--;;;;f;;;;;i:
aiR;li"Gilf Fil;iiil;i;n-HIi;ii;;I-r–g;i;'iT;;igiRl}--f8Fii;'ff;I;ii;at;-}" it;-;G;;a;--;aaia8;;ff;IIi;}-a;1;if:
;iii;iIi;hE- IiiI:iIi;--iFi-ii- g;Ii-;;i-;i- i;-;;ii;;:----------"--’--------- i--iFgigHail;}- iT;iii;;;;:'- aaa:Kai;ff;;--i;;}- ii;i;iI
FSA wlan
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Attachment D-1 – Business Associate Agreement
This Business Associate Agreement (“BAA”) is incorporated into and made part of the
Administrative Services Agreement (“Agreement“) between United HealthCare Services, Inc.
(“United”) on behalf of itself and its affiliates (“Business Associate”) and City of Denton
(“Covered Entity”) and is effective on January 1, 2024. Covered Entity and Business Associate
may both be referred to herein individually as a “Party” or collectively as the “Parties”.
The Parties hereby agree as follows:
Section 1 Definitions
Unless otherwise specified in this BAA, all capitalized terms used in this BAA not otherwise
defined have the meanings established for purposes of the Health Insurance Portability and
Accountability Act of 1996 and its implementing regulations as amended from time to time
(collectively, “HIPAA”).
Privacy Rule: The federal privacy regulations, as amended from time to time, issued pursuant to
HIPAA and codified at 45 C.F.R. Parts 160 and 164 (Subpans A & E).
Protected Health Information (“PHI”): As defined in 45 C.F.R. 160.103, and is limited to the
Protected Health Information received from, or received or created on behalf of, Covered Entity
by Business Associate pursuant to the performance of the Services.
Security Rule: The federal security regulations, as amended from time to time, issued pursuant
to HIPAA and codified at 45 C.F.R. Parts 160 and 164 (Subparts A & C).
Services: To the extent and only to the extent they involve the receipt, creation, maintenance,
transmission, use or disclosure of PHI, the services provided by Business Associate to Covered
Entity as set forth in the Agreement, including those set forth in this BAA in Section 4, as amended
by written agreement of the Parties from time to time.
Section 2 Responsibilities of the Business Associate
With regard to its use and/or disclosure of PHI, Business Associate agrees to:
2.1 not use and/or disclose PHI except as necessary to provide the Services, as permitted or
required by this BAA and/or the Agreement, and in compliance with each applicable
requirement of 45 C.F.R. 164.504(e), or as otherwise Required by Law, except that to the
extent Business Associate is to carry out Covered Entity’s obligations under the Privacy
Rule, Business Associate will comply with the requirements of the Privacy Rule that apply
to Covered Entity in the performance of those obligations.
2.2 implement and use appropriate administrative, physical and technical safeguards and
comply with applicable Security Rule requirements with respect to Electronic Protected
Health Information, to prevent use or disclosure of PHI other than as provided for by this
BAA and/or the Agreement.
2.3 without unreasonable delay, report to Covered Entity (i) any use or disclosure of PHI not
provided for by this BAA and/or the Agreement, of which it becomes aware in accordance
with 45 C.F.R. 164.504(e)(2)(ii)(C); and/or (ii) any Security Incident of which Business
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Associate becomes aware in accordance with 45 C.F.R. 164.314(a)(2)(i)(C).
2.4 with respect to any use or disclosure of Unsecured PHI not permitted by the Privacy Rule
that is caused solely by Business Associate’s failure to comply with one or more of its
obligations under this BAA, Covered Entity hereby delegates to Business Associate the
responsibility for determining when any such incident is a Breach. In the event of a Breach,
Business Associate shall (i) provide Covered Entity with written notification, and (ii)
provide all legally required notifications to Individuals, HHS and/or the media, on behalf
of Covered Entity, in accordance with 45 C.F.R. 164 (Subpart D) Business Associate shall
pay for the reasonable and actual costs associated with those notifications.
in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 45 C.F.R. 164.308(b)(2), ensure that
any subcontractors of Business Associate that create, receive, maintain, or transmit PHI on
behalf of Business Associate agree, in writing, to the same restrictions and conditions on
the use and/or disclosure, of PHI that apply to Business Associate with respect to that PHI.
2.5
2.6 make available its internal practices, books and records relating to the use and disclosure
of PHI to the Secretary for purposes of determining Covered Entity’s compliance with the
Privacy Rule.
2.7 after receiving a written request from Covered Entity or an Individual, make available an
accounting of disclosures of PHI about the Individual, in accordance with 45 C.F.R.
164.528
2.8
2.9
2.10
after receiving a written request from Covered Entity or an Individual, provide access to
PHI in a Designated Record Set about an Individual, in accordance with the requirements
of 45 C.F.R. 164.524.
after receiving a written request from Covered Entity or an Individual, make PHI in a
Designated Record Set about an Individual available for amendment and incorporate any
amendments to the PHI, all in accordance with 45 C.F.R. 164.526.
comply with the applicable requirements of 42 CFR Part 2 to the extent Covered Entity, a
Part 2 program or another lawful holder provides Part 2 Records to Business Associate in
accordance with 42 CFR 6 2.32 or Subpart D.
Section 3 Responsibilities of the Covered Entity
In addition to any other obligations set forth in the Agreement, including in this BAA, Covered
Entity:
3.1 shall provide to Business Associate only the minimum PHI necessary to accomplish the
Services.
3.2
3.3
3.4
shall notify Business Associate of any limitations in the notice of privacy practices of
Covered Entity under 45 C.F.R. 164.520, to the extent that such limitation may affect
Business Associate’s use or disclosure of PHI.
shall notify Business Associate of any changes in, or revocation of, the permission by an
Individual to use or disclose his or her PHI, to the extent that such changes may affect
Business Associate’s use or disclosure of PHI.
shall notify Business Associate of any restriction on the use or disclosure of PHI that
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Covered Entity has agreed to or is required to abide by under 45 C.F.R. 164.522, to the
extent that such restriction may affect Business Associate’s use or disclosure of PHI.
In the event Covered Entity takes action as described in this Section, Business Associate
shall decide which restrictions or limitations it will administer. In addition, if those
limitations or revisions materially increase Business Associate’s cost of providing Services
under the Agreement, including this BAA, Covered Entity shall reimburse Business
Associate for such increase in cost.
3.5
Section 4 Permitted Uses and Disclosures
Unless otherwise limited in this BAA, in addition to any other uses and/or disclosures, permitted
or required by this BAA or the Agreement, Business Associate may:
4.1 make any and all uses and disclosures of PHI necessary to provide the Services to Covered
Entity.
4.2 use and disclose PHI, if necessary, for proper management and administration of Business
Associate or to carry out the legal responsibilities of Business Associate, on the condition
that the disclosures are Required by Law or any third party to which Business Associate
discloses PHI for those purposes provides written assurances in advance that (i) the
information will be held confidentially and used or further disclosed only for the purpose
for which it was disclosed to the third party or as Required by Law, and (ii) the third party
promptly will notify Business Associate of any instances of which it becomes aware in
which the confidentiality of the information has been breached.
4.3 de-identify PHI received or created by Business Associate under this BAA in accordance
with the Privacy Rule, which de-identified information does not constitute PHI, is not
subject to this BAA and may be used and disclosed on Business Associate’s own behalf.
4.4 provide Data Aggregation services relating to the Health Care Operations of the Covered
Entity in accordance with the Privacy Rule.
4.5 use and disclose PHI and data as permitted in 45 C.F.R 164.512 in accordance with the
Privacy Rule
4.6 use PHI to create, use and disclose a Limited Data Set in accordance with the Privacy Rule.
Section 5 Termination
5.1 Termination. If Covered Entity knows of a pattern of activity or practice of the Business
Associate that constitutes a material breach or violation of this BAA then the Covered
Entity shall provide written notice of the breach or violation to the Business Associate that
specifies the nature of the breach or violation. The Business Associate must cure the breach
or end the violation on or before 30 days after receipt of the written notice. In the absence
of a cure reasonably satisfactory to the Covered Entity within the specified timeframe, or
in the event the breach is reasonably incapable of cure, then the Covered Entity may
terminate the Agreement and/or this BAA.
Effect of Termination. After the termination for any reason of the Agreement and/or this
BAA, Business Associate shall return or destroy all PHI received from or created or
5.2
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DocuSign Envelope ID: 5A4D432C-5D5Ez1852-AC24-16171C776ADD
received by Business Associate on behalf of the Covered Entity, if feasible to do so,
including such PHI in possession of Business Associate’s subcontractors. In the event that
Business Associate determines that return or destruction of the PHI is not feasible, Business
Associate may retain the PHI and shall extend any and all protections, limitations, and
restrictions contained in this BAA to Business Associate’s use and/or disclosure of any
PHI retained after the expiration or termination of the Agreement and/or this BAA, and
shall limit any fbrther uses or disclosures solely to the purposes that make return or
destruction of the PHI infeasible.
5.3 Cooperation. Each Party shall cooperate in good faith in all respects with the other Party
in connection with any request by a federal or state governmental authority for additional
information and documents or any governmental investigation, complaint, action, or other
lnqulry.
Section 6 Miscellaneous
6.1
6.2
Construction of Terms. The terms of this BAA to the extent they are unclear shall be
construed to allow for compliance by Covered Entity and Business Associate with HIPAA.
No Third Party Beneficiaries. Nothing in this BAA shall confer upon any person other
than the Parties and their respective successors or assigns, any rights, remedies, obligations,
or liabilities whatsoever.
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DocuSign Envelope ID: 5A4D432C-5D5E4852-AC24-16171C776ADD
Attachment D-2 – Security
These requirements of this Attachment D-4 – Security are applicable if and to the extent that United
creates, has access to, or receives from or on behalf of Customer any Customer Information (as
defined below).
The Parties hereby agree as follows:
Section 1 Definitions
The following terms shall have the meanings as set forth below:
Customer Information: Any Customer information in electronic format provided, collected, or
created by United in the course of providing products or Services under the Agreement that
includes or is comprised of any of the following:
(1) Protected Health Information, as defined in 45 C.F.R. 160.103, and is limited to the
Protected Health Information received from, or received or created on behalf of, Customer.
(2) Non-public personal information (i.e., any information that would be termed “non-public
personal information” under the Federal Gramm-Leach-Bliley Act, any related state
statutes, and any related federal or state regulations); and
(3) Other personal information (i.e., other personally identifiable information about
individuals, or information that can be used to identify individuals, the disclosure and/or
use of which is restricted by applicable federal or state law, including social security
numbers).
United Information Systems: Information systems resources supplied or operated by United,
including network infrastructure, computer systems, workstations, laptops, hardware, software,
databases, storage media, printers, proprietary applications, and Internet connectivity which are
used by United in providing products or Services under the Agreement.
Healthcare Industry Security Standards: The standards and framework ofHITRUST Common
Security Framework (“CSF”).
Section 2 General Requirements
United shall maintain a comprehensive security program under which United documents,
implements, and maintains the physical, administrative, and technical safeguards necessary
to: (a) comply with Law; and (b) protect the confidentiality, integrity, availability, and
security of United Information Systems and Customer Information. United’s security
program shall be consistent with the requirements of this Attachment and shall be designed
to ensure compliance with the provisions of applicable law, including, as applicable, the
Health Information Portability and Accountability Act (“HIPAA”), the Health Information
Technology for Economic and Clinical Health Act (“HITECH”), the Payment Card
Industry Data Security Standards (“PCI DSS”), and Sarbanes-Oxley (“SOX”).
In accordance with reasonable Healthcare Industry Security Standards, United’s security
program is comprised of: a formal risk management program; periodic risk assessments;
an adequate framework of controls that safeguard United Information Systems and
information; processes for change management, code inspection, separation of
development and production environments, and testing plans; at least once per year
2.1
2.2
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DocuSign Envelope ID: 5A4D432C-5D5EZF852-AC24-16171C776ADD
perform enterprise-level penetration, perimeter vulnerability testing, internal infrastructure
vulnerability testing, and application testing; facility and environmental controls to prevent
unauthorized physical access to United Information Systems and areas where Customer
Information is stored or processed; encrypt transmissions of information via public
networks (i.e., the Internet), laptops / desktops, devices, removable storage media (e.g.,
thumb drive, external hard drives, writable CD drives, backup tapes), applications, and
network data storage containers.
United will establish and maintain written business continuity plans for the services and
supporting facilities, written disaster recovery plans for critical technology and systems
infrastructure, and proper risk controls to enable continued performance under the
Agreement in the event of a disaster or other unexpected break in services.
Business Continuity Management. United will, at its sole expense, establish and maintain
(i) written business continuity plans for the Services and supporting facilities, (ii) written
disaster recovery plans for critical technology and systems inhastructure, and (iii) proper
risk controls (collectively, the “Contingency Plans”) to enable continued performance
under the Agreement in the event of a disaster or other unexpected break in Services.
United will update and test the operability of any applicable Contingency Plan at least
annually and will maintain each such plan upon the occurrence of a declared disaster event.
As used herein, a disaster is defined as an unanticipated incident or event, including,
without limitation, force majeure events, technological accidents, or human-caused events
that may cause a material service or critical application to be unavailable without any
reasonable prediction for resumption, or that causes data loss, property damage, or other
business interruption without any reasonable prediction for recovery within a commercially
reasonable time period.
2.3
3.
4.Customer Audit. At Customer’s own cost and expense, no more than once each year,
United will permit Customer and/or its duly authorized representatives, upon 30 days
advance notice and subject to a mutually agreeable confidentiality agreement, reasonably
necessary access to United’s data processing facilities, administrative and security
procedures, and documentation in order to ascertain compliance with applicable law and
the terms of this Attachment as it relates to the processing of Customer’s data. The scope,
timing, nature, and approach of such reviews shall be mutually agreed to in writing by the
Parties. Audits will be performed during regular business hours in a manner designed to
minimize the interference with United’s operations, and will not require on-line access to
United Information Systems. United shall provide reasonable access to relevant personnel,
physical premises, and reasonable documentation. The duration of any on-site assessments
may not exceed more than 1 business day,
Service Auditor Reports. United may make its Type II service auditor report (“Report”)
available to United’s self-funded customers each year for Customer’s review in connection
with Plan administrative purposes only. The Report will be issued under the guidance of
Statement on Standards for Attestation Engagements #18 (“SSAE18“). Should new
guidelines covering service auditor reports be issued, United may make the equivalent of,
or any successor to, the SSAE18 Type II Report available to United’s self-funded
customers. The Report is United’s Confidential Information and shall not be shared with
any third parties without United’s prior written approval, except that Customer can share
the Report with: (i) Customer’s independent public accounting firm; and/or (ii) Customer’s
5
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DocuSign Envelope ID: 5A4D432C-5D5EJ1852-AC24-16171C776ADD
consultants, on the condition that such consultants are not in any way a competitor of
United’s and that Customer informs its consultants that the Report was not prepared for
their use. To the extent that Customer does provide the Report to its independent public
accounting firm or a consultant as permitted in this Section, Customer shall require that
they retain the Report as confidential and that they not disclose such Report to any other
persons or entrtres.
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DocuSign Envelope ID: 5A4D432C-5D5E-+852-AC24-16171C776ADD
Attachment D-3 – Fees
This exhibit lists the service fees Customer must pay United for United’s services during the term of the Agreement.
These fees apply for the period from January 1, 2024 through December 31, 2026. Customer acknowledges that the
amounts paid for administrative services are reasonable.
Flexible Spending Account Administrative Fees
Service Description
FSA Administration $2.90 Per Enrollee Per Month (PEPM)
A minimum charge of $100 per month
lies.
Additional FSA Fees
External Rollover – Set charge per customer ir vendor
Eligibility feeds – Per file in excess of 52 per year
Nondiscrimination tI E
Proprietary Information of UnitedHealth Group
[k>cuSign
Certificate Of Completion
Envelope Id: 5A4D432C5D5E4852AC2416171C776ADD
Subject: Please DocuSign: City Council Contract 8241 FSA
Status: Completed
Source Envelope:
Document Pages: 38
Certificate Pages: 6
AutoNav: Enabled
Signatures: 5
Initials: 1
Envelope Originator:
Christa Christian
901B Texas Street
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Denton, TX 76209
Christa.Christian@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
9/1/2023 11 :12:11 AM
Holder: Christa Christian
Ch rista.Christian@cityofdenton.com
Location: DocuSign
Signer Events
Christa Christian
christa.christian@cityofdenton.com
Purchasing Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signature Timestamp
Sent: 9/1/2023 1 1:12:36 AM
Viewed: 9/1/2023 11 :12:44 AM
Signed: 9/1/2023 11:12:58 AM
Completed
Using IP Address: 198.49.140.10
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/1/2023 11:13:01 AM
Viewed: 9/1/2023 1:11 :57 PM
Signed: 9/1/2023 1 :12:11 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
Mack Reinwand City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/1/2023 1:12:13 PM
Viewed: 9/1/2023 1 :40:38 PM
Signed: 9/1/2023 1 :41 :40 PM
Signature Adoption: Pre-selected Style
Using IP Address: 73.206.116.235
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jennifer Dumas
jennifer dumas@uhc.com
Regional Contract Manager
Security Level: Email, Account Authentication
(None)
'Doa6Wd by:
I b~Mb h„s
.4C983EEgA68F4A9.
Sent: 9/1/2023 1 :41 :42 PM
Viewed: 9/1/2023 3:15:14 PM
Signed: 9/1/2023 3:15:51 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.203.177.177
Electronic Record and Signature Disclosure:
Accepted: 9/1/2023 3:15:14 PM
ID: lee7691b-ec93-4ea3-8d97-72cb318e8fbd
Signer Events
Megan Gilbreath
megan.gilbreath@cityofdenton.com
Deputy HR Director
City of Denton - Human Resources
Security Level: Email, Account Authentication
(None)
Signature Timestamp
Sent: 9/1/2023 3:15:M PM
Viewed: 9/1/2023 4:35:11 PM
Signed: 9/1/2023 4:35:21 PM
'DoaBind br
L%::atr"
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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: 9/1/2023 4:35:25 PM
Viewed: 9/20/2023 10:51 :20 AM
Signed: 9/20/2023 10:51 :40 AM
Using IP Address: 198.49.140.10
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email. Account Authentication
(None)
'DoeuSbFnd br
1 SMA tIe+419
H 52%(WW7B423 =
Sent: 9/20/2023 10:51 :43 AM
Viewed: 9/20/2023 1 1 :35:29 AM
Signed: 9/20/2023 11 :35:41 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jesus Salazar
jesus.salazar@cityofdenton.com
Security Level: Email, Account Authentication
(None)
'OoaBHFHd bF
II,„ S„„w.2437CT7B897541D. _
Sent: 9/20/2023 11:35:44 AM
Viewed: 9/20/2023 12:40:21 PM
Signed: 9/20/2023 12:41 :45 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:
Accepted: 9/20/2023 12:40:21 PM
ID: 279799aa-24114b54-883f2le18373954a 1
In Person Signer Events Signature
Status
Timestamp
Editor Delivery Events Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status 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: 9/1/2023 1 1:13:00 AM
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: 9/1/2023 4:35:24 PM
Viewed: 9/5/2023 9:18:03 AM
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sent: 9/20/2023 12:41 :48 PM
Viewed: 9/20/2023 2:14:32 PM
Linda Kile
linda.kile@cityofdenton.com
Benefits Supervisor
Risk Management - HR
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sent: 9/20/2023 12:41 :48 PM
Witness Events Signature
Signature
Timestamp
Notary Events Timestamp
Envelope Summary Events
Envelope Sent
Envelope Updated
Certified Delivered
Signing Complete
Completed
Status Timestamps
9/1/2023 11:12:36 AM
9/7/2023 12:48:23 PM
9/20/2023 12:40:21 PM
9/20/2023 12:41 :45 PM
9/20/2023 12:41 :48 PM
Hashed/Encrypted
Security Checked
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: Jennifer Dumas, Jesus Salazar
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