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VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and
through Susan Alanis, its duly authorized Assistant City Manager, and Minnesota Life Insurance Company,
("Vendor"), a Minnesota Corporation, , each individually referred to as a"party" and collectively referred
to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Plan Design;
4. Exhibit C—Price Schedule; and
5. Exhibit D--Verification of Signature Authority Form.
Exhibits A,B,C and D,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,B, C or D and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES.
Vendor hereby agrees with good faith and due diligence,to provide fully insured basic life,accidental
death and dismemberment and supplemental life services. Exhibit"A,"-Scope of Services more specifically
describes the services to be provided hereunder.
2. TERM,
This Agreement shall begin on January 1,2019 ("Effective Date")and shall expire on December 31,
2021 ("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term"). City
shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions,
for up to two (2)one-year renewal options, at City's sole discretion.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services
under this Agreement in accordance with the provisions of this Agreement and Exhibit"C,"—Price Schedule.
Total payment made under this Agreement for the first year by City shall not exceed the amount of Two-
Hundred Ninety Nine Thousand and Zero Dollars ($299,000.00) based on a rate of three point four
cents (.034) per thousand for basic life insurance and two point five cents (.025) per thousand for
AD&D Insurance. Vendor shall not perform any additional services or bill for expenses incurred for City
not specified by this Agreement unless City requests and approves in writing the additional costs for such
services.City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless
City first approves such expenses in writing.
4. TERMINATION,
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason
�d by providing the other party with 30 days' written notice of termination.
OFFICIAL RECORD
��G pati�oQ�y CITY SECRETARY
FT WORTH,TX
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4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by
City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and
this Agreement shall terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein
agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties.In the event that this Agreement is terminated prior to
the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason, Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder,Vendor shall return all City provided data to City in a machine readable format
or other format deemed acceptable to City.Notwithstanding the foregoing, Vendor shall be allowed to keep
copies of any records, information, or data for purposes of defending its work product, as may be required
by law,or pursuant to Vendor's corporate record retention policy(ies).This right shall survive the termination
of this Agreement and/or the plan.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full disclosure
in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement.
In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby
agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City. Notwithstanding
anything to the contrary, Vendor may disclose and use City data and Confidential Information and/or
combine it with Vendor data for the following purposes: (1) Acts that are required by law, contract, or
regulation,including but not limited to providing information to reinsurers, responding to subpoenas, or as
otherwise required by any legal and/or applicable regulatory authority;(2)Acts taken by Vendor for business
and risk management, including but not limited to macro-pricing studies, actuarial research, benchmarking,
and enterprise risk management; (3) Acts performed for managing group insurance products issued to City
or at the request of City or a data subject of such Confidential Information. To the extent possible, Vendor
will use deidentified data for all of the uses identified herein.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in any
way. Vendor shall notify City promptly if the security or integrity of any City Information has been
compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to
cooperate with City in identifying what information has been accessed by unauthorized means and shall fully
cooperate with City to protect such City Information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
The parties agree that each party shall,until the expiration of three(3)years after final payment under
this contract,or the final conclusion of any audit commenced during the said three years,have access to and
the right to examine at reasonable times any directly pertinent books, documents, papers and records,
including, but not limited to, all electronic records, of the other party involving transactions relating to this
Agreement at no additional cost to the auditing party. The audited party agrees that the auditing party shall
have access during normal working hours to all necessary facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this section. The
auditing party shall give the audited party reasonable advance notice of intended audits.Vendor hereby agrees
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to provide City with independent audit basic financial statements,but also the fair presentation of the financial
statements of individual funds. Before providing any information under this Section, the parties shall'agree
on the disclosure or inspection process, including but not limited to the scope of the disclosure or inspection
and any additional confidentiality and privacy provisions pertaining to the information to be obtained or
disclosed, including any provisions required by law.Notwithstanding anything to the contrary, Vendor shall
not be required to disclose any information or data where such disclosure would violate confidentiality,
privacy, or nondisclosure requirements of either federal or state law or any nondisclosure or confidentiality
obligations to which Vendor is subject.
7. IND ,PENDENT VENDOR
It is expressly understood and agreed that Vendor shall operate as an independent Vendor as to all
rights and privileges and work performed under this Agreement,and not as agent,representative or employee
of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall
have the exclusive right to control the details of its operations and activities and be solely responsible for the
acts and omissions of its officers, agents, servants, employees, consultants and subVendors. Vendor
acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents,
servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subVendors.
Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise
between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or
a Joint employer of Vendor or any officers, agents, servants, employees or subVendor of Vendor. Neither
Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any
employment benefits from City.Vendor shall be responsible and liable for any and all payment and reporting
of taxes on behalf of itself,and any of its officers, agents,servants, employees or subVendor.
S. LIABILITY AN32 INDEMNIFICATION,
8.1 L[ABI .IT - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTYLOSS,PROPERTYDAMAGEAND/OR PERSONAL INJURY,INCL UDINGDEATH,
TO ANY AAD ALL PERSONS, OFANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,
TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
8.2 GE.NF. AL.INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES, FROMAAD AGAINST ANY AND ALL CLAIMS OR LAWSUITS OFANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY AND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 LLT . . . .CTA .PROP .RTYIND MNIFI ATION—Vendor agrees to defend,settle,
or pay, at its own cost and expense, any claim or action against City for infringement of any patent,
copyright, trade mark, trade secret, or similar property right arising from City's use of the software
and/or documentation in accordance with this Agreement, it being understood that this agreement to
defend,settle or pay shall not apply if City modifies or misuses the software and/or documentation. So
long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to
this section, Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as
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necessary to protect City's interest,and City agrees to cooperate with Vendor in doing so.In the event
City,for whatever reason, assumes the responsibility for payment of costs and expenses for any claim
or action brought against City for infringement arising under this Agreement,City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however,Vendor shall fully participate and
cooperate with City in defense of such claim or action.City agrees to give Vendor timely written notice
of any such claim or action,with copies of all papers City may receive relating thereto.Notwithstanding
the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to
indemnify City under this Agreement.If the software and/or documentation or any part thereof is held
to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,
such use is materially adversely restricted,Vendor shall,at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the software and/or documentation; or (b)
modify the software and/or documentation to make it non-infringing,provided that such modification
does not materially adversely affect City's authorized use of the software and/or documentation; or(c)
replace the software and/or documentation with equally suitable, compatible, and functionally
equivalent non-infringing software and/or documentation at no additional charge to City; or(d)if none
of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund
all amounts paid to Vendor by City as they relate to the infringing software and/or documentation,
subsequent to which termination City may seek any and all remedies available to City under law.
9. ASSIGNMENT ANDSUBCONTRACTING,
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound
by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable
for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
shall provide City with a fully executed copy of any such subcontract. For purposes of this Agreement,
"Subcontract" or"subcontract" shall mean any contract between Vendor and any person, firm, or company
to specifically and exclusively perform one or more of Vendor's obligations explicitly set forth in the
Agreement.The term"Subcontract"or"subcontract"does not include a contract between Vendor and another
person, firm, or company to provide services that are not specifically and exclusively for the performance of
one or more of Vendor's obligations explicitly set forth in the Agreement, including the provision of any
services used by Vendor across Vendor's portfolio of business. "Subcontractor" or"subcontractor" or"sub
Vendor" shall mean any person, firm, or company that enters into a contract with Vendor specifically and
exclusively for the performance of one or more of Vendor's obligations explicitly set forth in the Agreement.
The term"Subcontractor"or"subcontractor"or"sub Vendor"does not include any person,firm,or company
utilized by Vendor to provide services that are not specifically and exclusively for the performance of one or
more of Vendor's obligations explicitly set forth in the Agreement, including the provision of any services
used by Vendor across Vendor's portfolio of business.
10. INSURANCE
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to
this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
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$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,representatives in
the course of providing services under this Agreement. "Any vehicle" shall be any vehicle
owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other state
workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors &Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the Commercial General
Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage
meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the
contractual agreement and for two(2)years following completion of services provided.An annual certificate
of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall include City
as an additional insured thereon, as its interests may appear. The term City shall include its
employees, officers, officials, agents, and volunteers in respect to the contracted services.
(b) A minimum of Ninety (90) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(10)days' notice shall be acceptable in the event of
non-payment of premium.Notice shall be sent to the Risk Manager,City of Fort Worth,200
Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the
same address.
(c) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas.All insurers must have a minimum rating of A-VII in the current
A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency
to the satisfaction of Risk Management.If the rating is below that required,written approval
of Risk Management is required.
(d) Any failure on the part of City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
(e) Certificates of Insurance evidencing that Vendor has obtained all required insurance
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shall be delivered to the City prior to Vendor proceeding with any work pursuant to this
Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES.RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder,it shall comply with all applicable
federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection
with this Agreement will also comply with all applicable federal, state and local laws, ordinances,rules and
regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor
shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor,for itself,its personal representatives,assigns,subVendors and successors in interest,as part
of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it
shall not discriminate in the treatment or employment of any individual or group of individuals on any basis
prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-
DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES,
ASSIGNS, SUBVENDORS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received
by the other party by United States Mail,registered,return receipt requested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Minnesota Life Insurance Company
Attn: Susan Alanis, Attn:Paul Rudeen,
Assistant City Manager, Vice President&Actuary
200 Texas Street 400 Robert Street North
Fort Worth,TX 76102-6314 St.Paul,MN 55101-2098
Facsimile:(817) 392-8654 Facsimile: (651) 665-1541
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOXEES.
Neither City nor Vendor shall,during the term of this Agreement and additionally for a period of one
year after its termination, solicit for employment or employ, whether as employee or independent Vendor ,
any person who is or has been employed by the other during the term of this Agreement, without the prior
written consent of the person's employer.Notwithstanding the foregoing,this provision shall not apply to an
employee of either party who responds to a general solicitation of advertisement of employment by either
party.
15. GOVERNMENTAL POWERS,
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
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any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
1s. SEVERABILITY,
If any provision of this Agreement is held to be invalid,illegal or unenforceable,the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MA,IEURE.
City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force
majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any
government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts,
natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation
problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL,
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B, C and D.
22. AMFNDMF,NTS/MODIFT CATIONS/EXTENSIONS.
No amendment,modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT,
This Agreement,including Exhibits A,B,C and D,contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. COUNTERPARTS.
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This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES,
Vendor warrants that its services will be of a professional quality and conform to generally prevailing
industry standards. City must give written notice of any breach of this warranty within thirty(30) days from
the date that the services are completed. In such event, at Vendor's option,Vendor shall either
(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the
warranty, or(b)refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination.Vendor shall verify the
identity and employment eligibility of all employees who perform work under this Agreement. Vendor shall
complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting
employment eligibility and identity documentation for all employees, and upon request, provide City with
copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under
this Agreement. Vendor shall establish appropriate procedures and controls so that no services will be
performed by any employee who is not legally eligible to perform such services. Vendor shall provide City
with a certification letter that it has complied with the verification requirements required by this Agreement.
Vendor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall
have the right to immediately terminate this Agreement for violations of this provision by Vendor.
27. OWNFRSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively,"Work Product"). Further, City shall be the sole and exclusive owner of
all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression(whichever occurs first).Each copyrightable
aspect of the Work Product shall be considered a"work-made-for-hire"within the meaning of the Copyright
Act of 1976,as amended. If and to the extent such Work Product, or any part thereof, is not considered a
"work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby
expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies
thereof, and in and to the copyright, patent,trademark, trade secret, and all other proprietary rights therein,
that City may have or obtain, without further consideration, free from any claim, lien for balance due, or
rights of retention thereto on the part of City.Notwithstanding anything to the contrary herein,Vendor shall
retain, and Work Product shall not include, all right,title, and interest,including intellectual property rights,
to any drawings,written reports, or other works: (1)that were developed by Vendor prior to, or independent
of its obligations contained in,this Agreement, (2)that are needed by Vendor to meet its obligations under
its insurance policies and certificates, (3)that are developed by Vendor for the purpose of providing services
to multiple Vendor customers,(4)that contain any previously developed intellectual property or copyrighted
materials of Vendor, (5) which Vendor is responsible for under applicable law, or (6) where the disclosure
of or the transfer of such right, title, and interest in such drawings, written reports, or other works violates
applicable privacy or other laws.
28. SIGNATURE AUTHORITY,
The person signing this Agreement hereby warrants that he/she has the legal authority to execute this
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Agreement on behalf of the respective party, and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor whose name, title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit "D". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE,IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Vendor or authorized
official 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 change,copy of the board of director's resolution approving the action,or an executed merger
or acquisition agreement. Failure to provide the specified documentation so may adversely impact future
invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the
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 contract,Vendor
certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not
boycott Israel; and (2)will not boycott Israel during the term of the contract.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this 1gtay ojbrvu
2019.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
By:
of this contract, including ensuring all performance
N' y s cum ,* h' S and reporting requirements.
Title: Assistant City Manager
Date:
By:
APPROVAL RECOMMENDED: Na e:
Title:
APPROVED AS TO F RM AND LEGALITY:
By:
Name:
Title:
By: _
ATTEST: Na
Title: Assistant City 0orney
CONTRACT AUTHOR12"ATIO:':
By: ®R c: C- 2187$-7
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i �tB 10195: x418-3 S4434Title: City Secretary
VENDOR:( ,
ATTEST:
DocuSigned by:
By. M9YX1t.�ru"1 Rudeen Name:
�aMu.[W BD2BE824�4...
Title: vice President & Actuary Title:
Date: 1/11/2019
OFFICIAL RECORD
CITY SECRETARY
FT WORTH,TX 10
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name of Employee/Signature
Title
❑ This form is N/A as No City Funds are associated with this Contract
Printed Name Signature
OFFICIAL RECORD
V
CITY SECRETARY
FT. WORTH,TX
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EXHIBIT A
SCOPE OF SERVICES
Essential Elements of Coverage
• Vendor shall produce,print, and distribute a Summary Plan Description at the Vendor's expense;
• Policy must include coverage for all eligible employees,dependents as defined in the Summary Plan
Description;
• Vendor shall provide a TRUE OPEN ENROLLMENT option.
• Vendor shall assume that all current coverage amounts for current employees will be grandfathered.
• Vendor shall provide standard monthly reports and custom reports as required.
• Vendor shall waive the "actively at work"provision. If unable to waive provision,please provide an
alternative.
• Vendor shall provide quarterly reviews and an annual review with the Account Management Team
as required
• Vendor shall provide a secure portal to share data.
• Vendor shall allow City to self-bill for premium on a monthly basis.
• Vendor must maintain beneficiary information.
• File Transfer Method and Frequency: Vendor must support the File Transfer Protocol via an FTP
server,and City of Fort Worth must be able to login to the FTP server.Vendor must allow City of Fort
Worth to transfer files on whatever frequency is needed(i.e. daily,weekly,bi-weekly, and monthly).Vendor
must be able to work with PeopleSoft requirements as specified by the City of Fort Worth.
• Claims and Customer Service: Vendor must provide prompt customer service and thorough and
responsive processing of all claims submitted by the plan participants. City of Fort Worth reserves the right
for representatives to visit and review the provider's claims processing operations during normal business
hours.
• Notice of Denial: In case of denial of a claim for payment for any reason, Vendor notifies the
claimant in writing in a clear,concise and easy-to-understand manner giving the reason for denial. If there
is an appeal process involved,the claimant will be provided full information relating to the procedures and
steps to follow.
• Communication: Vendor commits to a high level of communication so participants can have an
understanding of the plan's design and value of the benefits being offered. Vendor should provide high
quality communication to employees by conducting meetings and by providing written and visual materials
in a simplified, easy-to-understand manner. Vendor must attend all open enrollment meetings and health
fairs.
• Contract Transition: When services end either by contract expiration or by termination, Vendor shall
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continue services at the rates applicable to the most recent term until a new provider becomes operational, if
requested by City of Fort Worth. Vendor acknowledges its responsibility to cooperate fully with the
replacement provider and City of Fort Worth to assist with and ensure a smooth transition.
o Vendor must mirror provisions of Plan Document/Summary Plan Description.
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EXHIBIT B
PLAN DESIGN
CITY OF FORT WORTH
GROUP LIFE INSURANCE
PLAN DESIGN
Final Plan Design 10.1.2018
Policy Effective Date: January 1, 2019
This Plan Design is not a contract but rather a tool used during the initial implementation meeting to confirm our
understanding of your plan.Once confirmed,the Policy and Certificate drafts will be provided for your review
and approval.The final Policy and Certificates will include all provisions applicable to your plan.
PLAN DESIGN —TABLE OF CONTENTS
Plan Details 2
Basic Life and AD&D 3
Supplemental Life and AD&D5
Dependent Life and AD&D 7
Portability Provision 10
Guaranteed Issue Opportunities and EOI Requirements 12
Terms and Conditions14
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Plan Details
Effective Date January 1, 2019
Eligibility Regular full-time employees actively working a minimum of 20 hours
per week in the United States at the employer's normal place of
business
Classes All Eligible Employees
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Basic Life and AD&D
Plan Design Description
Product Term Life
Benefit Summary One times your Basic Annual Earnings (rounded to the nearest
$1,000)
Plan Minimum $10,000
Plan Maximum $500,000
Guaranteed Issue Limit All current basic life coverage guaranteed
Age Reductions Age Reduces to
70 65%
75 50%
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Additional Plan Benefits
AD&D Matches life amount for death,with benefit schedule for
(automatically receive) dismemberment; includes the following additional benefits:
• Air Bag
• Child Care
• Child Education
• Coma Benefit
• Common Carrier/Public Transportation
• Disappearance
• Exposure
• Felonious Assault
• Seatbelt
Waiver of Premium Premiums waived for employees disabled prior to age 60 and
continues until the earlier of recovery or age 65; provision includes a 9
month elimination period and is not available with ported coverage.
Accelerated Death Benefit Allows terminally ill insureds with a life expectancy of 24 months or
less to accelerate up to 100%of the face amount, to a maximum of
$1,000,000 (Basic and Supplemental Life combined)
Conversion Allows insureds to convert terminated life coverage to an individual life
insurance policy
Portability Allows insureds to continue coverage if they terminate employment or
Life and AD&D retire from City of Fort Worth. Please refer to the Portability Provision
section for more details
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Supplemental Life and AD&D
Man Design Description
Product Term Life
Benefit Summary One to Five times Basic Annual Earnings, rounded to the next higher
$1,000
I
Plan Minimum $10,000
4 1
Plan Maximum j $500,000
I
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Guaranteed Issue Limit All current supplemental life coverage guaranteed
• The lesser of 5x or$500,000 if elected within 30 days of initial
eligibility
1 Age Reductions Age Reduces to
70 50%
I
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Additional Plan Benefits
AD&D Matches life amount for death,with benefit schedule for
(automatically receive) dismemberment; includes the following additional benefits:
• Air Bag
• Child Care
• Child Education
• Coma Benefit
• Common Carrier/Public Transportation
• Disappearance
• Exposure
• Felonious Assault
Waiver of Premium Premiums waived for employees disabled prior to age 60 and
continues until the earlier of recovery or age 65; provision includes a 9
month elimination period and is not available with ported coverage.
Accelerated Death Benefit Allows terminally ill insureds with a life expectancy of 24 months or
less to accelerate up to 100% of the face amount, to a maximum of
$1,000,000 (Basic and Supplemental Life combined)
Conversion Allows insureds to convert terminated life coverage to an individual life
insurance policy
Portability Allows insureds to continue coverage if they terminate employment or
Life and AD&D retire from City of Fort Worth. Please refer to the Portability Provision
section for more details
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Dependent Life and AD&D
P92n Design Description - Supplemental Spouse Life
Product Term Life
Benefit Summary $50,000
Plan Maximum $50,000 (flat amount)
Guaranteed Issue Limit All current spouse life coverage guaranteed
All coverage guaranteed if elected within 30 days of initial eligibility.
1
I
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Age Reductions j None
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Plan Design Description - Supplemental Child Life
Product Term Life
Benefit Summary $10,000
Plan Maximum $10,000
Guaranteed Issue Limit All current child life coverage guaranteed
• All coverage guaranteed if elected within 30 days of initial
eligibility.
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Eligibility
Spouse A spouse is not eligible if they are also eligible for employee coverage.
Child Class 1:
• Children are eligible from live birth to 26 years of age.
i
• A child may only be covered by one parent.
• If an employee's first eligible child dies within 31 days of birth
but prior to the employee enrolling in child life coverage, we will pay a
benefit of$5,000.
• Children age 26 or older are also eligible if they are physically
or mentally incapable of self-support,were incapable of self-support
prior to age 26 and are financially depend on the certificate holder for
more than one-half of their support and maintenance
Dependent The employee must elect supplemental in order to elect dependent
coverage
Plea Benefits
Accelerated Death Benefit Allows terminally ill insureds with a life expectancy of 24 months or
less to accelerate up to 100% of the face amount
i
Conversion Allows insureds to convert terminated life coverage to an individual life
insurance policy
Portability Allows employees to continue coverage if the employee terminates
Life and AD&D employment or retires from City of Fort Worth and elects to port
employee coverage. Please refer to the Portability Provision section
for more details
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Portability Provision
Term Life
Availability Basic Life/AD&D
• Supplemental Life/AD&D
• Dependent Life and AD&D (employee must port for
dependents to be eligible)
Maximum Age to Elect Insured Age
Employee Age 69
Spouse Spouse or employee's age 69
Child Qualifying age limit or employee's age
Qualifying age limit or employee's age 69
Minimum Amount Insured Amount
Employee $10,000
Spouse $1000
Child $1000
Maximum Amount Insured Amount
Employee Previous amount in force to a maximum of
$500,000 (65% of previous amount to
maximum of$(325,000 if age 65 or older)
Spouse Previous amount in force to a maximum of
Previous amount in force (65% of previous
amount to maximum of$null if age 65 or
older)
Child Previous amount in force
AD&D Ported AD&D coverage cannot exceed ported life coverage
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Reductions Employee and Spouse coverage reduces to:
65% at age 65
Termination All coverage terminates when the employee attains age 70
• Spouse coverage also terminates when no longer a spouse or
spouse's age 70
1 Child coverage also terminates at child's qualifying age limit
• Previously ported coverage can continue at group contract
termination
Events Allowing Portability Coverage is lost due to:
• Retirement or termination of employment
• Layoff or non-medical leave
• Other loss of eligibility
Events Not Allowing 0 Termination of group policy
Portability 0 Employee not actively at work due to sickness or injury
Coverage Increases Not available
Coverage Decreases Available at anytime
Conversion Available at anytime
Premium Rates Ported rates will be higher than active rates, and the individuals will be
moved to a pool of insureds. Future rates for the individuals in this
pool will be determined based on the experience of the pool
Guaranteed Issue All ported coverage is provided on a guaranteed basis—no evidence
of insurability required
Benefits and Services All additional benefits and value-added services will terminate when
porting coverage
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Guaranteed Issue Opportunities and EOI Requirements
Note:All increases are subject to the actively at work provision in the policy.
Basic Life
Current Insureds All current amounts are guaranteed.
Newly Eligible All coverage is guaranteed without EOI.
Salary Increases Coverage increases due to salary changes are guaranteed to the plan
maximum.
Supplemental Life
Current Insureds All current amounts are guaranteed.
Newly Eligible The lesser of 5x or$500,000 is guaranteed without EOI if elected
within 30 days of initial eligibility.
Initial Enrollment 2019 Employees will be eligible to apply for two levels of coverage up to the
maximum limit of$500,000 without EOI if elected during the initial
enrollment period. This offer is available to current supplemental life
(0-1) insureds and those enrolling for the first time.
Future Annual Enrollments Currently participating employees will be eligible to apply for one level
of coverage up to the maximum limit of$500,000 without EOI during
future annual enrollments. This offer is available to current
(no 0-1) supplemental life insureds. Employees enrolling in coverage for the
first time and employees who were previously declined coverage by
Minnesota Life are not eligible without EOI.
Family Status Change(birth, Within 60 days of a birth or adoption and 30 days for all other qualified
marriage,adoption,divorce family status change, currently participating employees will be eligible
or death of a dependent) to apply for one level of coverage up to the maximum limit of$500,000
I without EOI. This offer is available to current supplemental life
insureds. Employees enrolling in coverage for the first time and
employees who were previously declined coverage by Minnesota Life
are not eligible without EOI.
i
I
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Salary Increases Coverage increases due to salary changes are guaranteed to the plan
maximum.
I �
Outside of Newly Eligible, N/A
Enrollments, and Family
Status Changes
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Spouse Life
Current Insureds All current amounts are guaranteed.
Newly Eligible $50,000 is guaranteed if elected within 30 days of initial eligibility.
(new hire or marriage)
Initial Annual Enrollment Employees will be eligible to apply for$50,000 in spouse coverage
2019 without EOI if elected during the initial enrollment period. This offer is
available to employees currently enrolled in spouse coverage and
employees enrolling in spouse coverage for the first time.
Future Annual Enrollments Electing coverage requires EOI.
(no 0-1)
i
Family Status Change Within 60 days of a birth or adoption, currently participating employees
(birth or adoption) will be eligible to apply for spouse coverage without EOI. This offer is
available to employees currently enrolled in employee supplemental
coverage. Employees enrolling for spouse coverage for the first time
and employees with spouses who were previously declined coverage
by Minnesota Life are not eligible without EOI.
Outside of Newly Eligible, N/A
Enrollments, and Family
Status Changes
i
Child Life
Current Insureds All current amounts are guaranteed.
I
Newly Eligible(new hire or All coverage is guaranteed without EOI if elected within 30 days of
acquire first eligible child) initial eligibility.
Initial and Future Annual All coverage is guaranteed without EOI if elected during annual
Enrollments i enrollment period. Employees with children previously declined
I i coverage by Minnesota Life are not eligible without EOI. j
i
Family Status Change All coverage is guaranteed without EOI if elected within 30 days of a i
(marriage) qualified status change. Employees with children previously declined
coverage by Minnesota Life are not eligible without EOI.
r
i
Outside of Newly Eligible, N/A
Enrollments, and Family j
Status Changes j
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Terms and Conditions
• Individuals may be covered only once under the group policy. Employees cannot also be insured as
a spouse or child, a child can only be insured by one parent, and an individual cannot be insured as both an
ex-employee and a current employee.
• Requires the replacement of existing supplemental life plan(s)and that this will be the only
supplemental life plan offered.
• Rate Coverage Period: January 1, 2019 through December 31, 2021
• Our Quote assumes that all lives will be transferred according to the chart below and that coverage
will be provided on a no loss/no gain basis. Because the current plan has a waiver of premium provision,
those eligible under that provision will continue to be insured by the prior carrier. Others will be insured by
Minnesota Life.
Status of Employee on January 1,2019 Responsible Party
I
Disabled and on approved waiver of premium Incumbent Carrier
Disabled and not yet approved waiver of premium Incumbent Carrier/Minnesota Life*
Disabled and satisfying elimination period Incumbent Carrier/Minnesota Life*
Absent due to disabling ailment Incumbent Carrier/Minnesota Life*
Absent due to nondisabling ailment Minnesota Life
On vacation Minnesota Life
f
On non-medical leave of absence Minnesota Life
On excused absence (funeral, etc.) Minnesota Life
At work Minnesota Life
* Employees on approved waiver of premium on the effective date will stay with the incumbent carrier under the
current waiver of premium provision. If an employee is absent due to disability but not yet eligible or approved for
waiver of premium,we recommend that premiums be paid to Minnesota Life. If the employee returns to work or
otherwise does not satisfy the requirements for approved waiver of premium, Minnesota Life will be responsible for
the ongoing life insurance coverage. If the employee remains disabled and satisfies the requirements for a waiver of
premium claim,the claim should be filed with the incumbent carrier. Similarly,if the employee dies while totally
disabled but before satisfying the waiting period for a waiver of premium claim,the death claim should be filed with
the incumbent carrier. In any event,either Minnesota Life or the incumbent carrier will provide coverage for every
insured employee.
• The contents of this plan are based on information provided to us in the request for proposal or by
you, your broker or consultant, or your TPA. If the information is incomplete or inaccurate, we reserve the
right to review and adjust rates. In addition, key terms of this proposal may change, such as which products
are available and whether coverage will be issued by Minnesota Life Insurance Company or its affiliate,
Securian Life Insurance Company.
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• Rates assume City of Fort Worth will administer the plan and maintain records. MN Life will
administer the City of Fort Worth's beneficiaries.
• Issued policies will comply with applicable state insurance laws and coverage restrictions or limits
may apply.
• It is the employer's obligation to determine the applicability of and compliance with any ERISA or
DOL rules. Under Department of Labor rules, certain employee-pay-all group plans may not be subject to
ERISA rules. However,the employer should consult counsel to determine if this plan falls within the
exemption.
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Terminatoon
Term Life Terminates at retirement, loss of eligibility, or termination of
employment
Life Exclusions
Basic No exclusions
Employee Supplemental Life Suicide exclusion applies. This exclusion limits our liability to an
and Spouse Life amount equal to the premiums paid for an insured if the insured,
whether sane or insane, dies by suicide within two years of the
effective date of his or her insurance. For existing amounts transferred
to our policy, the time insurance was in force under the prior
policy(ies)will count toward this two year limitation.
Ridelred A®&® Exclusions
In no event will we pay the accidental death or dismemberment benefit where the insured's death or dismemberment is
caused directly or indirectly by, results from,or where there is a contribution from, any of the following:
• Self-inflicted injury or self destruction, whether sane or insane; or
• Suicide or attempted suicide, whether sane or insane; or
The insured's participation in or attempt to commit a crime,assault,felony, or any illegal activity,
regardless of any legal proceedings, or the absence of any legal proceedings, thereto; or
• Bodily or mental infirmity, illness or disease; or
• The use of alcohol, drugs, medications, poisons, gases, fumes or other substances taken, absorbed,
inhaled, ingested or injected, unless taken upon the advice of a licensed physician in the verifiable
prescribed manner and dosage; or
• Motor vehicle collision or accident where the insured is the operator of the motor vehicle and this
insured's blood alcohol level meets or exceeds the level at which intoxication is defined in the state where
the collision or accident occurred, regardless of any legal proceedings, or the absence of any legal
proceedings, thereto; or
• Infection, other than infection occurring simultaneously with, and as a direct result of, the accidental
injury; or
• Medical or surgical treatment or diagnostic procedures or any resulting complications; or
• Travel in or descent from any aircraft, except as a fare-paying passenger on a regularly scheduled
commercial flight on a licensed passenger aircraft carrier; or
• War or any act of war, whether declared or undeclared; or
• Service in the military of any nation.
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Funding Description
Financial Basis Non-participating
Funding Basic Life and AD&D: Non-Contributory
• Supplemental Life and AD&D: Contributory
• Dependent Life and AD&D: Contributory
Non-participating The policyholder remits premiums at the stated rate. The policyholder
(Fully pooled) will not receive any experience refunds.
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securian
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EXHIBIT C
PRICE SCHEDULE
RATE CONFIRMATION
1. Policyholder: City of Fort Worth
2. Policy Number(s): G-34628
3. Insurance Product(s): Basic Term Life and AD&D, Supplemental Term Life and AD&D,
Dependent Term Life and AD&D
4. The insurance rates included in this rate confirmation are net of commissions.
5. Rate Coverage Period: January 1, 2019 — December 31, 2021
Premium Rates':
Basic Life: $0.034 / $1,000 / month
Basic AD&D: $0.025/ $1,000/ month
Supplemental and Spouse Life:
Age Rate /$1,000 i
Month
Under 25 $0.050
25-29 $0.060
30-34 $0.080
35-39 $0.090
40-44 $0.120
45-49 $0.154
50-54 $0.300
55-59 $0.480
60-64 $0.722
65-69 $1.389
70-74 $2.245
75 & $2.245
Over
Child Life: $0.150 / $1,000 / month
Employee AD&D: $0.0201 $1,000/ month
Spouse AD&D: $0.020/ $1,000/ month
Child AD&D: $0.020/$1,000/ month
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'To satisfy your responsibilities under ERISA and state law, each of your plan documents and related communications
with plan participants should be consistent with the following, either currently or following acceptance of the above
quoted rates.-
basic
ates:basic and supplemental coverages are structured as a single ERISA plan;
• participants who elect supplemental coverages are required to contribute specified premiums which are not
necessarily equal to the expected cost of coverages elected by the participant and premiums paid by the plan for one
coverage may cover some or all of the cost of another plan coverage;
• you do not promise to pay the full cost of any coverage but instead agree to pay the difference between the total
premium for all plan coverages and amounts contributed by participants; and
• plan assets, including participant contributions, may be used to pay any benefit or expense under the plan,
including insurance premiums for any coverage.
In addition,your requested rate structure may impact the tax treatment of the coverages under Section 79 of the Internal
Revenue Code. We encourage you to consult your own legal and tax counsel to ensure your desired result.
ACKNOWLEDGEMENT BY AUTHORIZED REPRESENTATIVE OF POLICYHOLDER
This document confirms that the rates stated above are the agreed upon rates for the specified policy
numbers. These rates will be charged for coverage amounts effective during the Rate Coverage Period
listed above. Minnesota Life reserves the right to adjust the rates at any time in the event of plan design
changes, modifications to the definition of eligible employees, or significant demographic changes in the
group. We define significant changes to mean a change in the volume within a coverage or across
coverages of more than 15%. The baseline for calculating the total change in volume will be the volume
provided in the 2018 RFP census.
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Group Term Life Policyholder Application
MINNESOTA LIFE
Minnesota Life Insurance Company-A Securian Company
400 Robert Street North • St.Paul,Minnesota 55101-2098
Application is hereby made to Minnesota Life Insurance Company for a Group Term Life insurance plan providing life
insurance and other supplemental benefits as indicated below.
Applicant(policyholder)
City of Fort Worth
Address(street,city,state,zip)
200 Texas Street Fort Worth, TX 76102
Contact name Title Telephone number
Susan Alanis Assistant City Manager
E-mail address Fax number
Plan Design: Please indicate the Group Term Life plan bychecking the appropriate boxes below.
The Accelerated Benefits Rider is always included.
Plan Design Policyholder Paid (Basic) Employee Paid (Supplemental)
Group Employee Term Life ® �]
Employee Accidental Death and Dismemberment ® [
Employee Waiver of Premium
Group Spouse Term Life ❑
Spouse Accidental Death and Dismemberment ❑
Spouse Waiver of Premium ❑ ❑
Dependents Term Life Rider (Spouse and Child) ❑ ❑
Child Term Life Rider ❑
Other; child AD&D and portability ❑ 0
Financials: Non- Standard Low Remit Cost Plus Uni-Nicotine Nicotine
Participating Partici atin Rates Rates
Employee Basic ® ❑ ❑ ❑ ® ❑
Employee Supplemental* ® ❑ ❑ ❑ ® -El
Spouse* ® ❑ ❑ ❑ ® ❑
AD&D* ® ❑ ❑ ❑ N/A N/A
Child* ® ❑ ❑ ❑ N/A N/A
Packaged Dependents* ❑ ❑ ❑ ❑ N/A N/A
*Standard is Non-Participating
Who will administer this plan? ❑ Minnesota Life [n Policyholder
If the policyholder administers the plan, the policyholder will maintain records (including beneficiary designations,
insurance amounts, and name and address changes) and provide Minnesota Life with monthly information (number
of insureds, total amount of insurance, premium rate and total premium) and annual participant data.
Minnesota Life Agrees To Provide:
1. Life insurance to those who have satisfied the eligibility and any underwriting requirements.
2. Enrollment materials necessary to implement the plan of insurance.
3. All underwriting, claims and actuarial services as necessary.
The Policyholder Agrees To Provide:
1. Employee information to Minnesota Life to facilitate preparation of enrollment materials and plan set-up if required.
2. Payroll deduction facilities to collect premiums from insured employees, accounting for such premiums and
remittance of such premiums to Minnesota Life.
3. Reasonable administrative assistance to Minnesota Life with regard to notification of insured terminations,
changes in payroll deduction authorizations and the distribution of materials to employees.
Either Minnesota Life or the Policyholder can terminate the group policy by giving the other party 31 days advance
written notice. This group policy is effective (date) 1-1-2019 and unless terminated by either
party,will remain in effect for a one year period and shall thereafter renew for additional one year periods.
FOR THE POLICYHOLDER
Policyholder Employer identification number
City of Fort Worth
Signat 2 Title Date
X Assistant City Manager �-
FOR M N NE OTA LIFE
Agent,Ncok4r or representative Agent,broker or representative license Minnesota Life agency number
1668811
Agency Sig a`y-8" '0"e by: Date
Ochs X Aasut 10VApd-h
03-30565 Asc409e820EF4F9... Minnesota Life 1
DocuSign Envelope ID:6D798CEF-62BE-4AC0-9B7F-92354E84A9CC
® securfan
FINANCIAL'
RATE CONFIRMATION
1. Policyholder: City of Fort Worth
2. Policy Number(s): G-34628
3. Insurance Product(s): Basic Term Life and AD&D, Supplemental Term Life and AD&D, Dependent
Term Life and AD&D
4. The insurance rates included in this rate confirmation are net of commissions.
5. Rate Coverage Period: January 1, 2019—December 31, 2021
Premium Rates':
Basic Life: $0.034/$1,000/month
Basic AD&D: $0.025/$1,000/month
Supplemental and Spouse Life:
AAqe_ Rate/$1,000/Month
Under 25 $0.050
25-29 $0.060
30-34 $0.080
35-39 $0.090
40-44 $0.120
45-49 $0.154
50-54 $0.300
55-59 $0.480
60-64 $0.722
65-69 $1.389
70-74 $2.245
75& Over $2.245
Child Life: $0.150/$1,000/month
Employee AD&D: $0.020/$1,000/month
Spouse AD&D: $0.020/$1,000/month
Child AD&D: $0.020/$1,000/month
'To satisfy your responsibilities under ERISA and state law,each of your plan documents and related
communications with plan participants should be consistent with the following,either currently or following
acceptance of the above quoted rates:
• basic and supplemental coverages are structured as a single ERISA plan;
• participants who elect supplemental coverages are required to contribute specified premiums which are not
necessarily equal to the expected cost of coverages elected by the participant and premiums paid by the plan for
one coverage may cover some or all of the cost of another plan coverage;
• you do not promise to pay the full cost of any coverage but instead agree to pay the difference between the total
premium for all plan coverages and amounts contributed by participants; and
• plan assets, including participant contributions, may be used to pay any benefit or expense under the plan,
including insurance premiums for any coverage.
In addition, your requested rate structure may impact the tax treatment of the coverages under Section 79 of the
Internal Revenue Code. We encourage you to consult your own legal and tax counsel to ensure your desired result.
DocuSign Envelope ID:6D798CEF-62BE-4AC0-9B7F-92354E84A9CC
MINNESOTA LIFE INSURANCE COMPANY
By FDocuSigned by:
�VWA, hWA S6tA,—n4A Date 1/11/2019
N,4k§? Munson- eaala
Title 2nd VP &Actuary-Group Insurance
ACKNOWLEDGEMENT BY AUTHORIZED REPRESENTATIVE OF POLICYHOLDER
This document confirms that the rates stated above are the agreed upon rates for the specified policy
numbers. These rates will be charged for coverage amounts effective during the Rate Coverage Period
listed above. Minnesota Life reserves the right to adjust the rates at any time in the event of plan design
changes, modifications to the definition of eligible employees, or significant demographic changes in the
group. We define significant changes to mean a change in the volume within a coverage or across
coverages of more than 15%. The baseline for calculating the total change in volume will be the volume
provided in the 2018 RFP census.
By i Date
S Ji Alanis
Title Assistant City Manager
Rate Confirmation City of Fort Worth Page 2 of 2
2/15/2019 M&C Review
CITY COUNCIL AGENDA FURTWORTH
COUNCIL ACTION: Approved on 8/14/2018
DATE: 8/14/2018 REFERENCE NO.: **C-28787 LOG NAME: 1414LIFEADD2018
CODE: C TYPE: CONSENT PUBLIC HEARING: NO
SUBJECT: Authorize Execution of Agreement with Minnesota Life Insurance Company, a Securian
Company in the Amount of$298,000.00 for the First Year for Life and Accidental Death and
Dismemberment Insurance (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an Agreement with Minnesota Life
Insurance Company, A Securian Company in the amount up to $298,000.00 for the first year for Life and
Accidental Death and Dismemberment Insurance.
DISCUSSION:
The purpose of this Mayor and Council Communication is to seek authorization from the City Council to
enter into a new Agreement with Minnesota Life Insurance Company. The Human Resources Department
will use this contract to provide basic life and accidental death and dismemberment (AD&D) insurance and
access to voluntary life and AD&D insurance products for employees, their spouses and dependent
children. The City will pay premiums for basic life and AD&D in the amount of$298,000.00 the first year.
The City issued a Request for Proposal (RFP) on April 13, 2018. This RFP was advertised in the Fort Worth
Star-Telegram. Nine responses were received. The proposals were evaluated by an evaluation team. The
evaluation team was provided with resources and assistance by the City's benefits consultant, Holmes
Murphy, and by staff in the Human Resources and Purchasing Divisions.
The evaluation team ranked the proposals based on the following factors: technical proposals,
qualifications and references, adherence to the terms and conditions of the RFP, financial stability and
ability to obtain insurance and bonding, and intangibles (value-added services).
The proposed contract will allow the City to provide its employees with basic life and AD&D insurance in an
amount equal to one times annual salary (up to a maximum of$500,000.00) and to offer employees the
option to purchase voluntary life and AD&D insurance up to five times annual salary. With this initial
offering, the employees will be provided the opportunity to enroll with guaranteed acceptance, meaning no
medical questions will be asked. Minnesota Life has agreed to provide a rate guarantee for the first three
years.
PRICE ANALYSIS: The winning bid is priced at .034 cents per$1,000.00 coverage for life and .025 cents
per$1,000.00 for AD&D which is a decrease of fifty-five percent (55%).
The cost for the first year will be $298,000.00. Building an additional 3% increase per year to account for
annual pay increases gives three-year total of$993,000.00. Under our current contract the City paid
$508,000.00 for one year of coverage.
The premiums for voluntary benefits are also lower than the current vendor. For example, a member who is
aged 36 is currently paying $.122 per$1,000.00 of coverage. The rate for Minnesota Life for the same age
bracket is $.11 per$1,000.00.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by City
Manager in the amount of up to $50,000.00 and does not require specific City Council approval as long as
sufficient funds have been appropriated.
AGREEMENT TERMS: Upon City Council approval, the initial three-year term of this contract shall begin on
January 1, 2019 and expire on December 31, 2021.
RENEWAL OPTIONS: This contract may be renewed for up to two additional one-year periods at the City's
sole discretion. This action does not require specific City Council approval provided that sufficient funds are
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2/15/2019 M&C Review
appropriated for the City to meet its obligations during the renewal period.
M/WBE OFFICE: A waiver of the goal for the MBE/SBE subcontracting was received by the Purchasing
Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase
of goods or services from sources where subcontracting or supplier opportunities is negligible.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that the funds are available in the current operating budget, as
appropriated of the Group Health Fund. Prior to an expenditure being incurred, the Human Resource
Department has the responsibility to validate the availability to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID Year Chartfield 2
60109 0148520 5520213 $290,000.00
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Brian Dickerson (7783)
Additional Information Contact: Brian Dickerson (7783)
ATTACHMENTS
SIGNED Form 1295-Minnesota Life.pdf
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