14-Sample Agremeent for RLI 25003JD - FINAL.pdf

AGREEMENT

FOR WORKER’S COMPENSATION THIRD-PARTY ADMINISTRATIVE SERVICES

FOR WORKER’S COMPENSATION

BY AND BETWEEN

GREGORY TONY, Ph.D, AS SHERIFF OF BROWARD COUNTY, FLORIDA and

[COMPANY/CORPORATION NAME]

THIS AGREEMENT is made and entered into this ____ day of _____________, 20[YY] by and between Gregory Tony, Ph.D., as Sheriff of Broward County, Florida located at 2601 West Broward Blvd., Fort Lauderdale, Florida 33312 (hereinafter referred to as "SHERIFF") and [COMPANY/CORPORATION NAME], a Florida [ENTITY TYPE] with a principal place of business at: [PRINCIPAL CORPORATE ADDRESS] (hereinafter referred to as

"CONTRACTOR").

WHEREAS, the SHERIFF issued a solicitation for RLI 25003JD-Worker’s Compensation Third Party Administrative Services for Worker’s Compensation (hereinafter referred to as “RLI”) marked as Exhibit A and attached hereto and incorporated herein by reference;

WHEREAS, the CONTRACTOR submitted a proposal to RLI/RFP marked as Exhibit B and attached hereto and incorporated herein by reference;

WHEREAS, the SHERIFF selected CONTRACTOR to perform the services under the

RLI/RFP;

THEREFORE, in consideration of the mutual terms and conditions contained herein, the parties agree as follows:

SECTION I

SCOPE OF SERVICES

CONTRACTOR shall provide services as identified in RLI under the terms, conditions, requirements, technical provisions, specifications and criteria itemized in the Scope of Services (including but not limited to Exhibit A “Claims Administration” and Exhibit B “Medical Management Care Services attached to the RLI), contained within RLI as detailed through the CONTRACTOR’S proposal to RLI (hereinafter referred to as the “Project”), and herein. The scope of services contained within the RLI shall control and set the minimum level of CONTRACTOR’S performance and may not be limited, reduced or restricted by the CONTRACTOR’S proposal unless expressly enumerated within Section II below of this Agreement.

SECTION II

ORDER OF PREFERENCE AND EXPRESS LIMIATION OF CONTRACTOR’S

EXCEPTIONS TO RLI

2.1 The parties agree for purposes of this Agreement, the Agreement shall include this agreement, all of its exhibits and addendums, and subsequent amendments dully executed by the parties. The parties agree that should there be a conflict between the terms and conditions herein and the Agreement’s exhibits and addendums, the terms of this Agreement shall govern first, then Exhibit A, and then by Exhibit B. The parties further agree, unless otherwise expressly addressed herein this section, CONTRACTOR’s exceptions as listed in Exhibit B are void and shall not be construed to have been adopted unless expressly enumerated in section 2.2 herein.

2.2 [Insert mutually agreed upon CONTRACTOR’S exceptions that were identified in

CONTRACTOR’S proposal, if any]

SECTION III

MANNER OF PERFORMANCE

3.1 CONTRACTOR shall perform all services in a sound and workmanlike manner. All services shall adhere to the professional standards exercised by fellow professionals for similar projects. CONTRACTOR agrees to complete work in a satisfactory, safe and timely manner as determined by SHERIFF in strict conformity with RLI.

3.2 CONTRACTOR shall determine the means and manner of performance for any and all services rendered pursuant to this Agreement, subject to the criteria set forth in the scope of services contained within the RLI. CONTRACTOR shall not be subject to the direction or control of SHERIFF, except as provided herein or required by applicable federal, state and local statutes, laws, rules, ordinances or regulations.

3.3 CONTRACTOR agrees to perform, at all times faithfully, industriously, and to the best of its ability, experience, and talent, all of the duties that may be required of and from it pursuant to the express and implicit terms of this Agreement.

3.4 CONTRACTOR and CONTRACTOR’S employees and agents and subcontractors shall at all times keep their required state and local licensure active and in good standing as required by law when providing services under this Agreement. CONTRACTOR will notify SHERIFF in writing if such licenses are revoked, voided, terminated or expired.

3.5 The parties agree that time is of the essence and that the CONTRACTOR will complete the evaluations, state reporting obligations, supplying audit information, reviews, claims settlement, claims administration, arranging for medical care, reports, plans, testing, designs, performances and other services related to the Project in a judicious and timely manner.

3.6 Unless otherwise agreed to, all CONTRACTOR’S work at a SHERIFF’S physical site or location shall be done during normal SHERIFF’S working hours (8:30 a.m. to 5:00 p.m.), or such other times mutually agreeable by and between the parties but shall not occur over holidays, past 5:00 p.m. or on the weekends. Notwithstanding the forgoing, it is contemplated that CONTRACTOR may perform the services off-site, outside of SHERIFF’S physical facilities, when CONTRACTOR’S physical presence is not mandated by SHERIFF.

3.7 CONTRACTOR shall owe a fiduciary duty to the SHERIFF when provide the services under this Agreement.

SECTION IV

TERM

4.1 The term for this Agreement shall be three (3) years and shall commence on January

1, 2026 and shall remain in effect through December 31, 2028, unless terminated early or extended as more fully described herein.

4.2 SHERIFF may elect to renew this Agreement for an additional two (2) one (1) year options on the same terms and conditions and pricing contained herein by providing CONTRACTOR with a written notice no later than thirty (30) days before the then expiring term.

4.3 Notwithstanding the forgoing CONTRACTOR will have to render per-term commencement services to adequately facilitate the transfer of files and data from the SHERIFF’s current vendor providing these services (“USIS”) so that it is prepared to take over all claims and services on the commencement date of no later than January 1, 2026. CONTRACTOR will do so without any further charges to SHERIFF beyond those recited in Section V herein.

SECTION V

CONSIDERATION

5.1 CONTRACTOR shall be paid the compensation rates found within the

CONTRACTOR’S proposal pricing sheet. Consideration payable to the CONTRACTOR for annual claims administrative services is a flat fee to be paid in twelve (12) equal monthly payments, for the first three (3) years of the Agreement term without increases. Thereafter, increases in said annual claims administrative services flat fee for each option year (if SHERIFF elects such options to renew this Agreement) shall be at the lesser of three percent (3%) or CPI All Urban Consumers, Miami- Fort Lauderdale, FL Index for Category Other Goods and Services.

5.2 Invoices shall be submitted to the Sheriff’s Contract Administrator at 2601 W.

Broward Boulevard, Fort Lauderdale, FL 33312, detailing the services provided, the employee category of the individual performing the services, the purchase order number and the percentage of completion. Unless SHERIFF has an objection to an invoice, SHERIFF shall pay CONTRACTOR within thirty (30) calendar days of receipt of CONTRACTOR’S invoice.

5.3 No additional costs or expenses will be charged to the SHERIFF, unless such costs or expenses are pre-approved by the SHERIFF and reflected in writing.

5.4 Under no circumstances shall CONTRACTOR nor any of its employees, agents or subcontractors acquire any type of lien or security interest in any real or personal property or patient records or data or reports generated under this Agreement to secure payment under this Agreement and all such claims of liens or security interests are hereby waived by CONTRACTOR by execution of this Agreement relative to this Project.

SECTION VI

REIMBURSABLE EXPENSES

6.1 The cost of any and all necessary permits for the Project is included in the CONTRACTOR’S stated flat fees provided in Exhibit B. Any reimbursable expenses shall be included in the consideration payable to the CONTRACTOR as more fully described in Section V of this Agreement.

6.2 Unless agreed otherwise in writing by SHERIFF, SHERIFF shall not be charged travel costs to/from any Project site or any office overhead expenses, supplies, copy charges, stamped plans/drawings, certification costs, telephone or telecommunication charges, postage or courier charges.

6.3 There shall be no travel expenses or costs passed on to SHERIFF, unless expressly agreed to by and between the parties and itemized within the CONTRACTOR’S proposal.

6.4 Costs for pre-term services as more fully described in section 4.3 are included in the consideration due CONTRACTOR.

6.5 Costs for data transfer and data interfaces with People Soft System (currently used by SHERIFF) and for Workday system (to be used by SHERIFF sometime in 2026 or 2027) are included in the consideration paid to CONTRACTOR as more fully explained in sections 14.6 &

14.7 of this Agreement.

SECTION VII

RECORDS

7.1 Pursuant to Florida law (including but specifically but not limited to Section

119.0701, Florida Statutes), CONTRACTOR must comply with all applicable public records laws.

Specifically, CONTRACTOR shall:

(a) Keep and maintain public records required by SHERIFF to perform the services contracted for in this Agreement.

(b) Upon request from SHERIFF, SHERIFF’s designee or SHERIFF’S custodian of public records, provide SHERIFF or designee with a copy of the requested records or allow the records to be inspected or copied, at SHERIFF or designee’s sole option, within a reasonable time at no cost to SHERIFF.

(c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONTRACTOR does not transfer the records to SHERIFF.

(d) Upon completion of the contract, transfer, at no cost, to SHERIFF all public records in possession of CONTRACTOR or keep and maintain public records required by SHERIFF to perform the services contracted for in this Agreement, at SHERIFF’s sole option. If the CONTRACTOR transfers all public records to SHERIFF upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public records.

(e) All public records stored electronically by the CONTRACTOR pertaining to the services contracted for in this Agreement must be provided to SHERIFF, upon request from the SHERIFF, or SHERIFF’s designee or SHERIFF’S custodian of records, designee, in a format that is compatible with the information technology systems of SHERIFF.

In the event CONTRACTOR receives a public records request related to this Agreement and the services provided hereunder, CONTRACTOR shall provide SHERIFF with written notice of the request accompanied by a copy of such request at least five (5) calendar days prior to the distribution of any of the requested records.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE

PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN

OF PUBLIC RECORDS AT: ERIN FOLEY, RECORDS MANAGEMENT LIAISON

OFFICER, ADMINISTRATIVE SUPPORT BUREAU, BROWARD SHERIFF’S OFFICE,

2601 WEST BROWARD BLVD., FORT LAUDERDALE, FLORIDA 33312 (954) 831-8745

Erin_Foley@sheriff.org OR THE OFFICE OF GENERAL COUNSEL, BROWARD

SHERIFF’S OFFICE AT (954) 831-8920.

7.2 SHERIFF shall have the right to audit the books, records, and accounts of CONTRACTOR that are related to this Agreement once a year, at the election of the SHERIFF.

CONTRACTOR shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Agreement. All books, records, and accounts of SHERIFF shall be kept in written form, or in a form capable of conversion into written form within a reasonable time and, upon request to do so, CONTRACTOR shall make same available at no cost to SHERIFF in written form. The cost for an annual full audit to be performed in accordance with the specifications determined by BSO shall be equally split between SHERIFF and CONTRACTOR.

SHERIFF may receive CONTRACTOR’S payment of its portion of the audit costs by way of crediting SHERIFF the same amount on the applicable monthly invoice.

7.3 CONTRACTOR shall preserve and make available, at reasonable times for examination and audit by SHERIFF, all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for the required retention period of the Florida Public Records Act (Chapter 119, Fla. Stat.), if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3) years after termination of this Agreement. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by SHERIFF to be applicable to CONTRACTOR's records, CONTRACTOR shall comply with all requirements thereof; however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by CONTRACTOR. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for SHERIFF’S disallowance and recovery of any payment upon such entry.

SECTION VIII

OWNERSHIP

8.1 SHERIFF shall be the owner of all materials, files, medical records, documents, records, data, calculations, and any other information (“Materials”) produced as a result of this mailto:Erin_Foley@sheriff.org

Agreement. CONTRACTOR agrees to provide any undelivered Materials to SHERIFF within ten

(10) days of the completion, expiration, or termination of this Agreement, or when requested by SHERIFF to do so.

8.2 CONTRACTOR shall not claim copyright, or mark as copyrighted, any and all

Materials delivered to SHERIFF. If any intellectual property related to the Materials is generated by CONTRACTOR under this Agreement, then this Agreement shall be considered a “work for hire” and all intellectual property rights, if they exist, vest solely with SHERIFF who may reproduce, distribute, copy all deliverables, software and hardware systems and processes, documents, voice files, audio files, video files, transcripts, exhibits and alike, without limitation and without additional compensation to the CONTRACTOR.

8.3 Without any additional licensing fees or costs to SHERIFF, SHERIFF shall be provided Materials in non-proprietary format so that no source codes and passwords, are needed to access said data and documents.

SECTION IX

QUALIFICATIONS OF STAFF

CONTRACTOR agrees that the services provided under this Agreement shall be provided by staff that are educated, trained, experienced, and licensed in all areas encompassed within their designated duties. CONTRACTOR agrees to furnish SHERIFF any and all documentation, certifications, authorizations, licenses, permits, and registrations currently required by applicable laws, rules, or regulations. CONTRACTOR further certifies that it will keep all licenses, permits, registrations, authorizations, and certifications required by applicable laws, rules and regulations in full force and effect during the term of this Agreement. Any of CONTRACTOR’S staff, employees, agents, representatives and subcontractors providing services under this Agreement shall be subject to the SHERIFF’S approval prior to providing such services.

SECTION X

EMPLOYMENT RESPONSIBILITY

10.1 Any employees utilized by CONTRACTOR to fulfill the terms and conditions of this

Agreement shall be deemed employees of CONTRACTOR, not of SHERIFF.

10.2 Accordingly, CONTRACTOR shall be responsible for assuming the cost of contributions to pension funds, insurance premiums, workers compensation funds (Chapter 441, FSA), or other recognized employee fringe benefits.

10.3 SHERIFF shall not be liable for, and CONTRACTOR agrees to indemnify SHERIFF against, any liability resulting from injury or illness, of any kind whatsoever, to CONTRACTOR’S employees, agents, or servants during the performance of the services, duties, and responsibilities contemplated herein.

10.4 SHERIFF reserves the right to approve all persons employed by or subcontracted by the CONTRACTOR on this Project at any time for: (i) professional competence to perform the tasks assigned to them; and (ii) security purposes. If requested by SEHRIFF, the resumes and job descriptions of all CONTRACTOR’S personnel shall be provided to SHERIFF for consent and approval. If requested by SHERIFF, persons working on the Project shall provide a copy of their Driver’s License and their Social Security number for security clearance to work on the project. Any person working on this Project without clearance may, at the SHERIFF’s sole discretion, cause immediate termination of the Contract.

10.5 In accordance with, §448.095, Florida Statutes, CONTRACTOR shall register with and utilize the E-Verify System operated by the United States Department of Homeland Security to verify the employment eligibility of all new employees hired during the term of the Agreement and shall expressly require any subcontractors performing work or providing services pursuant to this Agreement to likewise utilize the E-Verify System to verify the employment eligibility of all new employees hired by the subcontractor during the term of this Agreement. If CONTRACTOR enters into a contract with a subcontractor performing work or providing services on its behalf, CONTRACTOR shall also require the subcontractor to provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Information on registration for and use of the E-Verify System can be obtained via the internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-Verify. Every Contractor shall, upon request, provide evidence of compliance with this provision to the SHERIFF. Failure to comply with this provision is a material breach of an Agreement, and the SHERIFF may choose to terminate the Agreement at its sole discretion. CONTRACTOR may be liable for all costs associated with SHERIFF securing the same services, inclusive, but not limited to, higher costs for the same services and rebidding costs (if necessary).

10.6 No offshoring of personnel by CONTRACTOR who work on providing services under this Agreement to SHERIFF and all workforces used by CONTRACTOR when providing these services shall be physically based in the United States, and/or its territories, and/or Canada.

All storage of SHERIFF’S data and files shall be physically stored within servers or data centers based in the United States, and/or its territories, and/or CANADA.

SECTION XI

SUBCONTRACTORS

CONTRACTOR shall not subcontract or assign its rights or obligations under this

Agreement, unless prior written approval is received from the SHERIFF. SHERIFF, as SHERIFF’S sole desertion, will approve or disapprove and CONTACTOR shall provide the resume and work experience of each contemplated sub-contractor to SHERIFF for consideration. CONTRACTOR shall remain responsible for any and all work product produced, or expected to be produced, related to this Agreement.

SECTION XII

CRIMINAL HISTORY

12.1 CONTRACTOR represents that its principal owners, partners, corporate officers, and employees, do not have any past felony criminal convictions or any pending criminal charges.

CONTRACTOR has disclosed all such convictions or pending criminal charges to the SHERIFF and further agrees to disclose any future convictions or pending criminal charges.

12.2 CONTRACTOR’S staff who directly work on providing the services under this Agreement to SHERIFF may be subject to a criminal background check prior to providing services http://www.dhs.gov/E-Verify pursuant to this Agreement. CONTRACTOR’S staff or subcontractors will provide personal identification as requested by SHERIFF so that SHERIFF may conduct said background checks.

SECTION XIII

INDEPENDENT CONTRACTOR

13.1 CONTRACTOR has the right to provide services to others or hold itself out to the public as available to engage in agreements with others.

13.2 CONTRACTOR shall, at all times, be an independent CONTRACTOR under this Agreement, rather than an employee, agent, or representative of SHERIFF, and no act, action, or omission to act by CONTRACTOR shall in any way obligate or bind SHERIFF.

13.3 CONTRACTOR shall bear all responsibility for the payment of any federal, state or local taxes and fees, if applicable. It is understood by both parties that SHERIFF will not, in any manner, be responsible for the aforementioned taxes or fees.

SECTION XIV

DATA PROGRAMS, COMPUTER SERVICES, TELECOMMUNICATIONS AND

INTERNET APPLICATIONS

14.1 All data, internet, software systems and telecommunication systems related to the Project and supporting the CONTRACTORS services performed under this Agreement and supplied by CONTRACTOR shall not interfere with other telecommunication systems operated by SHERIFF. Any standalone data-circuit(s) or telecommunication line(s) not presently at any physical SHERIFF’S facility and which are needed to operate the systems related to the Project and are needed to avoid conflict with present operable systems at any SHERIFF’S facility, shall be paid for by CONTRACTOR.

14.2 Prior to performing any CONTRACTOR’S services, deliverables, software, formulas, calculations, work-flows, codes, scripts and data and processes, CONTRACTOR shall use commercially available industry acceptable anti-virus software and firewalls to detect viruses and other malicious malware in said deliverables/items or upon any media on which such deliverables/items is provided to SHERIFF.

14.3 CONTRACTOR also represents and warrants that, CONTRACTOR’S telecommunications systems, data files, cloud hosting environment, software, codes, scripts, formulas, calculations, work-flows, data and processes are delivered or provided to SHERIFF, are free from malicious malware software, including but not limited to computer viruses, malware, ransomware, spyware, etc. No portion of such telecommunications or the media upon which data is stored or transferred has any type of undocumented software routines or other elements which is intentionally designed to permit, allow or cause any of the following:

a. Unauthorized access to or intrusion upon;

b. Disabling of;

c. Erasure of; or

d. Interference with any hardware, software, data or peripheral equipment whether directly or by transference. In the event of a breach of this representation and warranty, CONTRACTOR shall pay for, and/or remedy or correct any damages, harm or malfunctions caused by a breach of the above at no cost to

SHERIFF.

14.4 Upon termination of this Agreement for any reason, CONTRACTOR shall provide SEHRIFF with all of SHERIFF’S data and documents stored on CONTACTOR’S systems and storage devices (and cloud hosting locations) in a commercially available downloadable and readable format such as WORD, PDF, Excel, etc. without any proprietary claims thereto or codes needed by SHERIFF to read and access for SHERIFF’S future use.

14.5 If it is determined by SHERIFF that CONTRACTOR’S services provided under this Agreement require compliance with Criminal Justice Information Systems security protocols and training, as required by the Federal Bureau of Investigations or the Florida Department of Law Enforcement, then all such governmental protocols shall be followed, including but not limited to security components, training, screening, access procedures, etc.

14.6 SHERIFF currently uses USIS as the vendor providing the services described herein.

CONTRACTOR agrees to facilitate and manage and transfer all legacy and current data files from USIS over into CONTRACTOR’S system if compatible. If not compatible, then USIS shall manually recreate each of the current data files that involve current, open claims, into its own system for operational use no later than January 1, 2026. The forgoing will be at no additional cost and expense to SHERIFF.

14.7 SHERIFF currently uses People Soft as a vendor to manage its personnel files.

CONTRACTOR shall establish and maintain an interface with People Soft for data transfers and management if requested by SHERIFF to do so. The SHERIFF will be discontinuing the use of People Soft system sometime in 2026 or 2027 and will replace it with Workday systems and interfaces. CONTRACTOR shall timely establish and maintain an interface with Workday for data transfers and management if requested by SHERIFF to do so, at no additional cost or expense to

SHERIFF.

SECTION XV

TERMINATION

15.1 The failure of either party to perform under the terms and conditions of this

Agreement for a period of fifteen (15) calendar days after written notice by the other party shall constitute a breach of this Agreement; provided, however, that if the nature of the breach is such that more than fifteen (15) calendar days are reasonably required for its cure then the breaching party shall not be deemed to be in breach if the breaching party commences to cure within said fifteen (15) day period and thereafter diligently prosecutes such cure to completion. In the event the breaching party does not cure within the time period provided herein, the non-breaching party may immediately terminate this Agreement upon written notice to the breaching party.

15.2 SHERIFF reserves the right to terminate this Agreement, or may terminate any individual Phase of the Project, for convenience upon providing the CONTRACTOR with a thirty

(30) day advance written notice of such termination. In the event the SHERIFF terminates this agreement pursuant to this paragraph CONTRACTOR shall be paid for all the actual goods and services provided to the SHERIFF prior to the date of termination.

15.3 In the event the parties mutually agree in writing, the Agreement may be terminated on the terms and dates stipulate herein.

15.4 SHERIFF, in his sole discretion, may terminate the Agreement immediately upon the occurrence of any of the following events:

15.4.1 CONTRACTOR’S violation of the Florida Public Records Act;

15.4.2 CONTRACTOR’S violation of the E-Verify Provision within this Agreement;

15.4.3 CONTRACTOR’S insolvency, bankruptcy, receivership, assignment of rights or assets;

15.4.4 CONTRACTOR’S violation or non-compliance with the non-discrimination provisions of this Agreement;

15.4.5 CONTRACTOR’S failure to maintain insurance in accordance with the insurance provisions within this Agreement;

15.4.6 CONTRACTOR’S conduct or non-performance that amounts to a public safety hazard to the public or SHERIFF’S staff; or

15.4.7 Any of CONTRACTOR’S staff, agents, employees or subcontractors working on this project without proper security clearances.

15.5 CONTRACTOR recognizes that funding for SHERIFF requirements, including the funding for payment to CONTRACTOR, is done on a budget year basis, October 1 through September 30. CONTRACTOR further recognizes that the Broward County Commission is the authority which establishes, allocates or otherwise provides for SHERIFF’s budget year funding. If in any budget year, funding, for any reason, is not provided for the monetary obligations of SHERIFF under this Agreement, then this Agreement and payment obligations may be terminated by SHERIFF without penalty or further payment to CONTRACTOR therefore, except SHERIFF shall pay for work and services performed, and expenses and other charges incurred, prior to termination. In the event of non-appropriation, the SHERIFF will provide CONTRACTOR with at least thirty (30) days prior written notice. In no way shall this provision be interpreted to limit or condition or affect SHERIFF’S right to terminate this Agreement pursuant to section 15.2.

15.6 Neither the expected termination nor the expiration of this Agreement shall relieve CONTRACTOR, its employees and independent contractors from their contractual duty and obligation to provide or arrange for services under this Agreement until the date of termination. If for any reason the Agreement expires or is terminated, regardless of the basis of the expiration or termination, the Parties agree that, if deemed necessary by SHERIFF to assist in mitigating any disruption of medical services to SHERIFF and its employees and retirees, the Parties shall continue to provide their respective services upon the same terms and conditions as set forth in this Agreement for an additional period of time, not to exceed 365 days beyond the aforementioned expiration or termination, as may be requested in writing by the SHERIFF. The obligations of this Section shall survive any expiration or termination of this Agreement.

15.7 Upon termination of this Agreement for any reason, CONTRACTOR shall provide SHERIFF with all of SHERIFF’S data and documents stored on CONTACTOR’S systems and storage devices (and cloud hosting locations) in a commercially available downloadable and readable format such as WORD, PDF, Excel, etc. without any proprietary claims thereto or codes needed by SHERIFF to read and access for SHERIFF’S future use

SECTION XVI

CIVIL RIGHTS REQUIREMENTS

16.1 CONTRACTOR shall comply with all applicable sections of the Americans with

Disabilities Act.

16.2 CONTRACTOR shall not discriminate on the basis of race, age, religion, color, gender, national origin, sexual preference, marital status, or physical or mental disability.

16.3 The CONTRACTOR agrees that compliance with this Section constitutes a condition to this Agreement, and that it is binding upon the CONTRACTOR, its successors, transferees, and assignees for the period during which services are provided. The CONTRACTOR further assures that all subcontractors, are not in violation of the terms of this Section.

SECTION XVII

CONFIDENTIALITY

17.1 To the extent permitted by law, CONTRACTOR shall not at any time, in any manner, either directly or indirectly, communicate to any person, firm, corporation or other entity any information of any kind concerning any matter affecting or relating to the business of SHERIFF, including, but not limited to, its manner of operation, its claims processing methods, risk/loss strategies, litigation history, claims history, worker or retiree personal health information, negotiated payouts to any claimants, litigation strategies or settlements, facility structures and their conditions, facility blue prints or site plans, systems, security components, computer systems, criminal justice information, criminal justice activities, processes or other data of any kind, nature or description.

The parties stipulating that as between them, the aforementioned matters are important, material and confidential and gravely affect the effective and successful conduct of the business of SHERIFF, and its goodwill, and that any breach of the terms of this paragraph is a material breach of this Agreement. CONTRACTOR acknowledges that a breach of this confidentiality during or following this period of this contract will cause irreparable injury to SHERIFF, that the remedy at law for any such violation or threatened violation will not be adequate and that SHERIFF shall be entitled to temporary and permanent injunctive relief. Notwithstanding the forgoing, CONTRACTOR may share said confidential information if necessary for CONTRACTOR to perform its services under this Agreement.

17.2 Unless approved by the SHERIFF, CONTRACTOR shall not disclose, in any manner, either directly or indirectly, any information obtained by CONTRACTOR through its performance of this Agreement. CONTRACTOR shall have each employee, subcontractor, material man, agent, representative, and volunteer providing services pursuant to this Agreement and any party in which CONTRACTOR discloses information related to ANY Project, sign the Confidentiality Agreement attached hereto as Exhibit C.

17.3 CONTRACTOR shall comply with all applicable data and privacy laws and regulations, including without limitation Section 501.171, Florida Statutes, and shall ensure that SHERIFF’S data processed, transmitted, or stored by CONTRACTOR or in the System is not accessed, transmitted, or stored outside the United States or Canada. CONTRACTOR shall not sell, market, publicize, distribute, or otherwise make available to any third party any personal identification information (as defined by Sections 501.171, 817.568, or 817.5685, Florida Statutes, as amended) that CONTRACTOR may receive or otherwise have access to in connection with this Agreement, unless expressly authorized in advance by SHERIFF. If applicable and requested by SHERIFF, CONTRACTOR shall ensure that all hard drives or other storage devices and media that contained SHERIFF’S data have been wiped in accordance with the then-current best industry practices, including without limitation DOD 5220.22-M, and that an appropriate data wipe certification is provided to the satisfaction of the SHERIFF

SECTION XVIII

INDEMNIFICATION & SOVEREIGN IMMUNITY

CONTRACTOR shall indemnify and hold harmless the SHERIFF, and his officers and employees, from any claims, liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONTRACTOR and other persons employed or utilized by CONTRACTOR in the performance of this Agreement. CONTRACTOR shall further indemnify and hold harmless the SHERIFF, and his officers and employees, from any claims, liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys’ fees, related to CONTRACTOR’S performance of this Agreement and other persons employed or utilized by CONTRACTOR in the performance of this Agreement. SHERIFF is a state agency or political subdivision as defined in Chapter 768.28, Florida Statutes, and nothing herein is intended to serve as a waiver of sovereign immunity nor shall anything included herein be construed as a consent to be sued by third parties in any matter arising out of this Agreement or any other contract.

SECTION XIX

INSURANCE

19.1 Throughout the term of this Agreement and for all applicable statutes of limitation periods, CONTRACTOR shall maintain in full force and affect the insurance coverage set forth in this Section. The provisions within this Section shall survive the expiration or termination of this Agreement. Furthermore, CONTRACTOR will ensure that its subcontracts maintain the insurance coverage set forth in this Section and provide the Certificate of Insurance to BSO listing the additional insureds as set forth in Section 19.1(b) below.

a. All Insurance Policies shall be issued by companies that (A) are authorized to transact business in the State of Florida; and (B) have agents upon whom service of process may be made in Broward County, Florida; and (C) have a Best's rating of A- VI or better.

b. Broward County Sheriff's Office, BSO, the Sheriff, Broward County, the Board of Commissioners of Broward County and their officers, agents, employees and commission members shall be named as an Additional Insureds with a CG026 Additional Insured – Designated Person or Organization endorsement, or similar endorsement to the liability policies.

c. All insurance policies shall be endorsed to provide that (A) CONTRACTOR’s insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy; and (B) CONTRACTOR’s insurance policy includes a “severability of interest” clause; and (C) the CONTRACTOR’s insurance policy provides a waiver of subrogation in favor of the SHERIFF and Broward County. Self-insurance shall not be acceptable, unless otherwise approved by SHERIFF’S Risk Management Director in writing.

d. CONTRACTOR shall provide Sheriff’s Director of Risk Management and SHERIFF’S Contracts Manager with a copy of the Certificate of Insurance or endorsements evidencing the types of insurance and coverages required by this Section within three (3) calendar days of SHERIFF’S request, and, at any time thereafter, upon request by the SHERIFF. If the CONTRACTOR fails to submit the required insurance certificate in the manner prescribed, the CONTRACTOR shall be in default, and the Agreement may be terminated at the SHERIFF’S sole discretion.

Further, CONTRACTOR shall provide, within thirty (30) days after receipt of a written request from the SHERIFF, a copy of the policies providing the coverage required by this Agreement. CONTRACTOR may redact provisions of the policies that are not relevant to the insurance required by this Agreement.

e. CONTRACTOR shall carry the following minimum types of Insurance when rendering the services under this Agreement:

1. WORKER'S COMPENSATION:

Worker’s Compensation Insurance is to apply to all employees in compliance with the “Workers’ Compensation Law” of the State of Florida for statutory obligations imposed by Workers Compensation or Occupational Disease Laws, including where applicable, the United States Longshoreman’s and Harbor Workers Act, the Federal Employers Liability Act and the Jones Act which includes Employers’ Liability insurance and all applicable federal laws. In addition, the policy(ies) must include Employer's Liability with the following minimum limits: Employer’s Liability for each accident – Five Hundred Thousand Dollars ($500,000.00) Employer’s Liability for each disease – Five Hundred Thousand Dollars ($500,000.00).

2. BUSINESS AUTOMOBILE LIABILITY INSURANCE:

CONTRACTOR shall carry business automobile liability insurance with minimum limits of One Million ($1,000,000) dollars per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include:

Owned vehicles; Hired and non-owned vehicles; Leased; and Employees' non-ownership.

3. COMMERCIAL GENERAL LIABILITY:

CONTRACTOR shall carry Commercial General Liability Insurance with minimum limits of not less than One Million Dollars ($1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial General Liability Policy, without restrictive endorsements as filed by the Insurance Services Office and must include: (A) Premises and/or Operations; (B) Products and/or Completed Operations Extension providing that loss occurring or discovered within three

(3) years after date of Final Acceptance of the Project or CONTRACTOR’S work by SHERIFF shall be deemed to be an occurrence within the policy period; (C) Independent Contractors; (D) Broad Form Property Damage; (E ) Broad Form Contractual Coverage applicable to this specific Agreement, including any hold harmless and/or indemnification Agreement; and (F) Personal Injury Coverage with Employee and Contractual Exclusions removed with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability.

4. FIDELITY BOND OR CRIME INSURANCE:

If the CONTRACTOR is doing work involving the SHERIFF’s financial accounts, financial data or handling money, a fidelity bond or crime coverage is required. Coverage shall include employee dishonesty, forgery or alteration, social engineering, theft, disappearance and destruction (inside and outside) with minimum limits of One Million Dollars ($1,000,000). The bond or policy shall include coverage for all directors, officers, agents and employees of the CONTRACTOR, name SHERIFF as loss payee, include coverage for extended theft and mysterious disappearance and not contain a condition requiring an arrest and conviction.

5. PROFESSIONAL LIABILITY (ERRORS AND OMISSIONS) INSUANCE:

In the event professional services are being provided, CONTRACTOR shall carry Professional Liability coverage that has a per occurrence limit of not less than One Million ($1,000,000) dollars per claim, and an annual aggregate limit of not less than Two Million ($2,000,000) dollars.

CONTRACTOR shall require its subcontractors and independent contractors to carry these same levels of professional liability insurance.

6. CYBER LIABLITY INSURANCE:

If CONTRACTOR is providing data, computer systems, or telecommunication services or cloud or premises hosted solutions/systems to SHERIFF, then CONTRACTOR shall carry cyber liability insurance in limits of not less than One Million ($1,000,000) dollars for each wrongful act, and Three Million ($3,000,000) dollars in the aggregate that provides coverage for: Liability for security or privacy breaches, including loss or unauthorized access to, use of, or tampering with computer systems, including hacker attacks and the introduction of a computer virus into, or otherwise causing damage to SHERIFF’S or a third party’s computer, computer system, network, or similar computer related property and data, software and computers thereon; costs associated with a privacy breach, including consumer notification, customer support and crisis management, and costs of providing credit monitoring services; Expenses related to regulatory compliance, government investigations, fines, fees assessments and penalties; Costs of restoring, updating or replacing data; Privacy liability losses connected to network security, privacy, and media liability; “Insured versus insured” exclusion prohibited.

f. Umbrella or Excess Liability Insurance. CONTRACTOR may satisfy the minimum liability limits required above under an Umbrella or Excess Liability policy. There is no minimum Per Occurrence limit of liability under the Umbrella or Excess Liability;

however the Annual Aggregate limit shall not be less than the highest “Each Occurrence” limit for any of the policies noted above. CONTRACTOR agrees to name and endorse the Broward County Sheriff’s Office, BSO, the Sheriff, Broward County, the Board of Commissioners of Broward County and their officers, agents, employees and commission members as additional insured.

g. CONTRACTOR'S insurance policies shall provide SHERIFF with at least sixty (60) calendar days prior written notice of cancellation, non-renewal, restrictions, or reduction in coverage or limits. Notice shall be sent to:

Broward Sheriff's Office Broward Sheriff's Office Contracts Manager AND Director, Risk Management 2601 W. Broward Blvd. 2601 W. Broward Blvd.

Ft. Lauderdale, FL 33312 Ft. Lauderdale, FL 33312

h. If CONTRACTOR’s insurance policy is a claims made policy, then

CONTRACTOR shall maintain such insurance coverage for a period of five (5) years after the expiration or termination of the Agreement or any extensions or renewals of the Agreement. Applicable coverages may be met by keeping the policies in force, or by obtaining an extension of coverage commonly known as a reporting endorsement or tail coverage. The retroactive date, if any, shall ben no later than the first day of service to the SHERIFF.

i. If any of CONTRACTOR’s insurance policies includes a general aggregate limit and provides that claims investigation or legal defense costs are included in the general aggregate limit, the general aggregate limit that is required shall be no less than five

(5) times the occurrence limits specified above in this Section.

19.2 COMMENCEMENT OF OPERATION: CONTRACTOR may commence

operations, pursuant to the terms of this Agreement, but must provide a certification of insurance coverage set forth in this Section 19, to SHERIFF’S Director of Risk Management, with the executed Agreement.

19.3 PAYMENT: If any of the insurance policies required under this Section above lapse during the term of this Agreement or any extension or renewal of the same, CONTRACTOR shall not receive payment from the SHERIFF until such time that SHERIFF has received satisfactory evidence of reinstated coverage of the types and coverage specified in this Section that is effective as of the lapse date. SHERIFF, in his sole discretion, may terminate the Agreement immediately and no further payments shall be due to CONTRACTOR.

19.4 RENEWAL OF INSURANCE: CONTRACTOR shall be responsible for assuring that the insurance certificate required in conjunction with this section remains in force for the duration of the contractual period. If the insurance certificate is scheduled to expire during this period, CONTRACTOR shall be responsible for submitting a new or renewed insurance certificate to SHERIFF at a minimum of sixty (60) calendar days in advance of such expiration. In the event that expired certificate is not replaced with a new or renewed certificate which covers the contractual period, SHERIFF may suspend this Agreement until such time as the new or renewed certificate is received by SHERIFF.

19.5 MINIMUM COVERAGE: Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve CONTRACTOR of liability in excess of such coverage, nor shall it preclude SHERIFF from taking such other actions as is available to him under any other provisions of this Agreement or otherwise in law or equity.

19.6 CONTRACTOR shall require its insurance carrier to notify SHERIFF if the reserves against the aggregate reaches 50% of the aggregate limit. Upon such notification, SHERIFF shall have the right to require CONTRACTOR to obtain additional coverage acceptable to SHERIFF at CONTRACTOR’s expense.

19.7 SHERIFF is a state agency or political subdivision as defined in Chapter 768.28, Florida Statutes, and nothing herein is intended to serve as a waiver of sovereign immunity nor shall anything include herein be construed as a consent to be sued by third parties in any matter arising out of this Agreement or any other contract

SECTION XX

PUBLIC ENTITY CRIMES ACT, SCRUTINIZED COMPANIES LIST

& FOREIGN COUNTRIES OF CONCERN

In accordance with the Public Entity Crimes Act (Section 287.133, Florida Statutes) a person or affiliate who has been placed on the convicted vendor list maintained by the State of Florida Department of General Services following a conviction for a public entity crime may not submit a bid on a contract with the SHERIFF, may not be awarded or perform work as a CONTRACTOR, supplier, or subcontractors, under a contract with the SHERIFF, and may not conduct business with the SHERIFF for a period of thirty six (36) months from the date of being placed on the convicted vendor list. Violation of this section by CONTRACTOR shall result in termination of this Agreement and may cause CONTRACTOR debarment.

By signing this agreement and the attached certification marked as Exhibit E, CONTRACTOR certifies that it is not on the Scrutinized Companies that Boycott Israel List, created pursuant to §215.4725, Florida Statutes, or engaged in a boycott of Israel; and, for bids, proposals or contracts for goods or services of one million dollars or more, that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in Iran Terrorism Sectors List, or engaged in business operations in Cuba or Syria, per §287.135, Florida

Statutes. If SHERIFF determines, using credible information available to the public, that CONTRACTOR has submitted a false certification, SHERIFF shall provide CONTRACTOR with written notice of its determination. CONTRACTOR shall have 90 days following receipt of the notice to respond in writing and to demonstrate that the determination of false certification was made in error. If CONTRACTOR does not make such demonstration within 90 days after receipt of the notice, SHERIFF shall bring a civil action against the CONTRACTOR. If a civil action is brought and the court determines that the CONTRACTOR has submitted a false certification, CONTRACTOR shall pay a civil penalty equal to the greater of $2 million or twice the amount of the contract for which the false certification was submitted, and all reasonable attorney fees and costs, including any costs for investigations that led to the finding of false certification; and, CONTRACTOR will be ineligible to bid on any contract with an agency or local governmental entity for 3 years after the date SHERIFF determined that CONTRACTOR submitted a false certification, pursuant §287.135(5)(a) Florida Statutes.

Pursuant to section 287.138, Florida Statutes, governmental entities within the State of

Florida, including the SHERIFF are prohibited from entering into certain contracts with entities where a foreign country of concern, as defined in section 287.138(1)(c), Florida Statutes, possesses a controlling interest in the entity. By signing this Agreement, CONTRACTOR represents and warrants that: it is not owned or controlled by a foreign country of concern nor a foreign principal, as defined by section 287.138(1)(c), 288.0071 and 692.01, Florida Statutes; no foreign country of concern has a controlling interest in CONTRACTOR’S business entity, as defined by section 287.138(1)(a), Florida Statutes; and CONTRACTOR is not organized under the laws of or has its principal place of business in a foreign country of concern as defined by section 287.138(2)(c), Florida Statutes. Misrepresentation by CONTRACTOR of the forgoing to SHERIFF will cause this Agreement to be voided, at SHERIFF’S discretion, and no further payment will be due by SHERIFF to CONTRACTOR. Upon SHERIFF’S’s request, the CONTRACTOR will complete and submit an affidavit signed by an officer or authorized representative of the contractor under penalty of perjury that that their company is not an entity the SHERIFF is prohibited from contracting with pursuant to Section 287.138, Florida Statutes.

SECTION XXI

HIPAA BUSINESS ASSOCIATE AGREEMENT

The parties…