Exhibit_D_-_Draft_Contract.pdf

CONTRACT FOR

GROUP DENTAL INSURANCE

THIS CONTRACT is made and entered into the date of last signature below by and between BREVARD COUNTY, FLORIDA, a political subdivision of the State of Florida whose address is 2725 Judge Fran Jamieson Way, Viera, Florida 32940 (hereinafter referred to as “County”) and , whose principal address is (hereinafter referred to as “Contractor”), a company licensed to do business in the State of Florida.

WITNESSETH

WHEREAS, the County intends to competitively procure the services of Group Dental

Insurance Plan for Brevard County; and

WHEREAS, the County issued a competitive Request for Proposal No. 1-25-18 on , 2025; and

WHEREAS, the Contractor submitted the highest ranking, responsive, responsible proposal; and

WHEREAS, the County posted a Notice of Recommendation to Award on , 2025; and

WHEREAS, the Contractor has reviewed the services to be supplied pursuant to this

Contract and has represented to the COUNTY that it has the competency and experience to perform such services in accordance with the terms and conditions as set forth herein.

NOW, THEREFORE, the County and the Contractor, in consideration of the mutual covenants contained herein, the parties hereby agree as follows:

SECTION 1. RECITALS AND DEFINITIONS.

A. The abovementioned recitals are true and correct and incorporated herein by this reference.

B. The following words and phrases, when used in this Contract, shall have the following meanings:

1. Contract Documents. The contract documents consist of each and every one of the following: all specifications and terms and conditions, all addenda heretofore issued, purchase orders, and contract completion form. In the case of any conflict between these documents, the following order of precedence shall apply (as applicable): (1) amendments (with those of a later date having precedence over those of an earlier date); (2) this contract; (3) the Request for Proposal RFP No. 1-25-18; (4) Contractor’s submission to RFP No. 1-25-18;

and (5) any other associated documents, whether or not any of the foregoing listed documents have been attached hereto.

2. Brevard County, Florida. For this Contract, the County may also include the

County Manager’s Office concerning the performance of designated functions and duties specified under the terms and provisions of this Contract.

3. Date of Execution: Effective Date. The date of the last signature below is the Contract’s date of execution and its effective date.

4. Purchase Order. A purchase order related to RFP-1-25-18 is used only as an internal encumbrance document in the County’s Financial Management System

(SAP).

5. Project Manager. The Contractor’s chief coordinator for all work under Internal Auditing Services typically oversees all proposal operations and makes final decisions for the Contractor.

6. Scope of Services. A general description of the work to be provided and performed by the Contractor as outlined in RFP-1-25-18.

7 Contractor. S h a l l also include its employees, agents, subcontractors, and any other entity under its direction.

SECTION 2. ADMINISTRATION.

This Contract is administered by the Brevard County Office of Human Resources, an Office of the Brevard County Board of County Commissioners, herein referred to as the “Office.”

SECTION 3. TERM AND PRICING.

The term of this Contract shall be for five (5) years, effective the last date of signatures. Any adjustments to the pricing, terms, or conditions will not take effect until approved by the County in writing.

SECTION 4. NON-EXCLUSIVE CONTRACT.

The Parties acknowledge that this Contract is not an exclusive agreement, and the County may employ other similar contractors to furnish services for the County as the County, at its sole discretion, finds it in the public interest. The County reserves the right to assign such work to the Contractor as it may be approved at the sole discretion of the County.

SECTION 5. SCOPE OF WORK.

The Contractor agrees to diligently provide the Group Dental Plan Insurance coverage services in accordance with the project Scope of Services in RFP-1-25-18, which is part of this Contract as Exhibit A, attached hereto and incorporated herein. The Contractor shall comply strictly with all the terms and conditions of RFP-1-25-18, as may be modified by its addenda, copies of which are on file with the County’s Purchasing Services and are deemed incorporated into this Contract.

SECTION 6. COMPENSATION AND PAYMENT.

The County shall pay the Contractor in accordance with the terms and conditions of this Contract for providing the Scope of Services as set forth in Exhibit A and further described in the payment of fees set forth in Exhibit B, Professional Fees, attached hereto and incorporated herein. Said total amount is to be all-inclusive of costs necessary to provide all products and services as outlined in this Contract and supported by the Contractor’s submittals in response to RFP-1-25-18, a copy of which is on file with the County’s Purchasing Services and is deemed incorporated in this Contract.

SECTION 7. METHOD OF PAYMENT.

A. The County shall adhere to the Florida Prompt Payment Act, Sections 218.70 through 218.80, Florida Statutes, and the County Administrative Order AO-33 for the prompt payment of invoices upon receipt of the Contractor’s invoice and written approval of same by the County indicating that the products and services have been provided in conformity with Contract.

B. The Contractor shall submit a monthly invoice for payment to the County for the Scope of Services described in Exhibit A and the corresponding fees described in Exhibit B that were provided during that invoicing period.

SECTION 8. TERMINATION.

A. TERMINATION FOR FAILURE TO PERFORM.

If the Contractor is failing to perform, the County will issue a notice of failure to perform to the Contractor listing the work for which the County has determined there is a failure to perform and describe the deficiencies in the Contractor’s work. The Notice shall provide the Contractor thirty calendar days from the date the Notice is received to correct such deficiencies described in said notice. If the Contractor fails to correct such deficiencies to the satisfaction of the County within the stated time period, the County may terminate the Contract immediately by providing written notice to the Contractor for failure to perform.

Upon termination by the County, the County may assume the project or assign it to another Contractor. ln such case, the COUNTY reserves all rights and remedies available, including, but not limited to, the right to recover the County’s additional cost incurred in securing complete performance. The rights and remedies of the County provided in this clause are in addition to any other rights and remedies provided by law or under this Contract.

B. TERMINATION OF CONTRACT FOR CONVENIENCE.

1. Termination for Convenience by the County. The County may terminate this Contract for convenience by giving the Contractor fourteen (14) calendar days written notice of such termination. If written notice is given by mail, receipt shall be presumed, and the fourteen

(14) days shall begin seven (7) calendar days after the date of mailing as dated on the notice. If written notice is provided in person, the fourteen (14) calendar days shall begin the calendar day after the delivery of the notice. The Contractor shall stop work immediately unless the County provides the Contractor written direction otherwise in the notice.

2. Termination for Convenience by the Contractor. The Contractor may terminate this Contract for convenience by giving the County ninety (90) calendar days written notice of such termination. If written notice is given by mail, receipt shall be presumed, and the ninety (90) calendar days shall begin seven (7) calendar days after the date of mailing as dated on the notice. If written notice is provided in person, the ninety (90) calendar days shall begin the calendar day after the delivery of the notice. The Contractor shall provide the County with all records and documentation of all work performed as of the date of the notice within fourteen (14) calendar days of the notice. As directed by the County in writing, the Contractor shall fulfill any outstanding work as of the notice date and furnish records and documentation upon its completion.

C. UPON TERMINATION FOR ANY REASON:

1. The Parties agree that any work completed, or services provided by the Contractor prior to the date of termination shall become the property of the County. Upon County request, the Contractor shall deliver to the County all work products as may have been accumulated by the Contractor in performing this contract, whether completed or in process. The Contractor shall return all work products and files to the County within ten

(10) calendar days of the termination date.

2. Upon termination, the County shall make any undisputed payments to the Contractor for any work completed before the date of termination.

SECTION 9. INSURANCE REQUIREMENTS.

The Contractor providing services under this Contract will be required to procure and maintain, at its own expense and without cost to the County, the following types of insurance. The policy limits required are to be considered minimum amounts:

General Liability Insurance policy with a $1,000,000 combined single limit for each occurrence to include the following coverage: Operations, Products, and Completed Operations, Personal Injury, Contractual Liability covering this contract, and Errors and Omissions.

Auto Liability Insurance, which includes coverage for all owned, non-owned, and leased vehicles with a $1,000,000 combined single limit for each occurrence.

Workers' Compensation and Employers' Liability Insurance

Workers’ Compensation per Florida statutory limits Employers’ Liability $200,000 per accident/per person and $500,000 aggregate

Cyber Liability Insurance, with limits not less than $5,000,000 per claim occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations CONTRACTOR has undertaken by this Contract and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

The retroactive date of this “claims-made” policy must be earlier than or equal to the start date of this contract. Contractor is required to continue to purchase this coverage for a minimum of four years beyond the conclusion of the contract.

In the event that the Contract involves professional or consulting services, in addition to the aforementioned insurance requirements, the Contractor shall also be protected by a Professional Liability Insurance Policy in the amount of $2,000,000 per claim.

The insurance coverage enumerated above shall be primary and non-contributory. The Contractor shall provide the certificates of insurance and applicable endorsement pages to the County demonstrating that the aforementioned insurance requirements have been met within five (5) days of Notice of Award and prior to the commencement of work under this Contract. Insurance carriers providing coverage required herein must be licensed or authorized to conduct business in the State of Florida and must possess A.M. Best’s Financial Strength Rating of A- Class VIII or better. The certificates of insurance shall indicate that the policies have been endorsed to cover Brevard County, Florida, its officers, employees, and agents as additional insured (a waiver of subrogation in lieu of additional insured status on the workers' compensation policy is acceptable) and that these policies may not be canceled or modified without thirty days prior written notice to the County by the Insurer.

The insurance coverage enumerated above constitutes the minimum requirements and shall in no way lessen or limit the Contractor's liability under the Contract's terms.

Subcontractor's insurance shall be the responsibility of the Contractor.

SECTION 10. HOLD HARMLESS AND INDEMNIFICATION.

A. The Contractor shall assume full responsibility for and shall indemnify the County, its officers, employees, and agents from any and all claims, losses, expenses, fines, penalties, or damages arising out of or resulting from the performance of the services to be contracted, provided such claim, damage, loss or expense, fine or penalty is attributable to:

1. Bodily injury, sickness, disease, death, or personal injury, or to property damage, including loss of use resulting therefrom (but not loss of use for which liquidated damages are assessed under the Contract) and is caused in whole or in part by any negligent, reckless, or intentional wrong act or omission of the Contractor, any subcontractor, any of their employees, and/or agents in the performance of this Contract. The Contractor agrees that it will pay the costs of the County's legal defense, including fees and costs of attorneys as may be selected by the County, and shall defend, satisfy, and pay any judgments that may be rendered against the County in connection with the above hold harmless provision. The Contractor acknowledges specific consideration has been received for this hold harmless/indemnification provision.

2. The County’s liability obligations hereunder shall be subject to the right of sovereign immunity and limited to the extent of the protections of and limitations on damages as set forth in Section 768.28, Florida Statutes. Nothing in this Contract is intended to inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law.

B. The Contractor agrees to fully indemnify the County and pay the costs of the County, including, but not limited to, reasonable fees for attorneys selected by the County, for all claims described in the hold harmless clause above. Such payment on behalf of the County shall be in addition to any and all other legal remedies available to the County and shall not be considered to be the County's exclusive remedy. This indemnification shall survive the termination of this Contract. The County's liability obligations shall be subject to the County's common law right of sovereign immunity and limited to the extent of the protections of and limitations on damages as set forth in Section 768.28, Florida Statutes, as may be amended. Nothing in this Contract is intended to inure to the benefit of any third party for the purposes of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. Nothing contained in this section is intended to nor shall it constitute a waiver of sovereign immunity by the County.

SECTION 11. PROTECTION OF PROPERTY.

The Contractor shall at all times guard from damage or loss to property of the County or other contractors or contractors and shall replace or repair any loss or damage at no cost to the County unless such damage is caused by the County, other contractors, or contractors. The County may withhold payment or make such deductions as it might deem necessary to ensure reimbursement for loss or damage to property through negligence of the Contractor or agents.

SECTION 12. RIGHT TO AUDIT RECORDS.

The County and its auditors shall be entitled to audit the books and records of the Contractor to the extent that such books and records relate to the performance of this Contract. Said records shall be made available to Brevard County and its auditors upon request for audit purposes. The Contractor shall maintain such books and records for a period of seven (7) years from the date of final payment under this Contract and any extensions/renewals unless a shorter period is otherwise authorized in writing.

SECTION 13. FEDERAL TAX ID NUMBER.

The Contractor shall provide the County with its Federal Tax ID Number.

SECTION 14. ATTORNEYS FEES.

In the event of any legal action to enforce the terms of this Contract, each party shall bear its own attorney's fees and costs except otherwise stated in this Contract.

SECTION 15. GOVERNING LAW.

This Contract shall be governed, interpreted, and construed according to the Laws of the State of Florida.

SECTION 16. VENUE AND WAIVER OF JURY TRIAL.

Venue for any legal action by any party to this Contract to interpret, construe, or enforce the terms of this Contract shall be in a court of competent jurisdiction in and for Brevard County, Florida, and ANY TRIAL SHALL BE NON-JURY.

SECTION 17. JOINT USE.

This Contract is available for joint use by other governmental agencies, including the State of Florida, its agencies, other counties, cities, municipalities, and school districts, at their own discretion. Each agency selecting to use this Contract shall do so independently of any other governmental entity. Each agency shall be responsible for

SECTION 18. PUBLIC RECORDS.

The County is subject to the Florida Public Records Law, Chapter 119, Florida Statutes, and all other applicable statutes. If the materials provided by the Contractor do not fall under a specific exemption under Florida or federal law, materials provided by the Contractor to the County must be provided to anyone making a public records request.

It will be the Contractor's duty to identify the information it deems is exempt/confidential under Florida or federal law and identify the statute, by number, that exempts such information.

Should any person or entity make a public records request to the County requiring the County to allow inspection or provide copies of records for which the Contractor maintains are exempt/confidential, it shall be the Contractor's obligation to provide the County, within twenty-four hours (not including weekends and legal holidays), of notification by the County to the Contractor of the request, of the specific exemption or confidentiality provision so the County will be able to comply with the requirements in Chapter 119, Florida Statutes.

Should the County face any legal action to require or enforce inspection or production of any records provided by the Contractor to the County that the Contractor maintains are exempt or confidential from such inspection/production as a public record, then the Contractor shall hire and compensate attorney(s) who shall represent the interests of the County in defending such action. The Contractor shall also pay any costs to defend such action and shall pay any costs and attorney fees which may be awarded pursuant to Section 119.12, Florida Statutes.

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 BREVARD COUNTY OFFICE OF

HUMAN RESOURCES, ATTN: MARYANNA DRAPER, AND

MAILING ADDRESS AT 2725 JUDGE FRAN JAMIESON WAY,

BUILDING B, VIERA, FLORIDA 32940.

SECTION 19. EMPLOYMENT VERIFICATION.

The Contractor shall comply with Section 448.095, Florida Statutes, and:

A. shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract; and

B. shall expressly require any subcontractors performing work or providing services pursuant to this Contract likewise to utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all employees hired by the subcontractor during the Contract term; and

C. shall obtain an affidavit stating that any subcontractor(s) it enters into a contract with, does not employ, contract with, or subcontract with an unauthorized alien; and

D. agrees to maintain records of its participation and compliance with the provisions of the E-Verify program, including participation by its subcontractors as provided above, and to make such records available to the County consistent with the terms of the Contractor's enrollment in the program. This includes maintaining a copy of proof of the Contractor's and subcontractors' enrollment in the E-Verify Program.

Compliance with the terms of this section is made an express condition of this Contract and the County may treat a failure to comply as a material breach.

Nothing in this section may be construed to allow intentional discrimination of any class protected by law.

SECTION 20. SCRUTINIZED COMPANIES.

The Contractor certifies, Attachment B, that it and its subcontractors are not on the Scrutinized Companies that Boycott Israel List. Pursuant to Section 287.135, F.S., the County may immediately terminate the Contract at its sole option if the Contractor or its subcontractors are found to have submitted a false certification; or if the Contractor or its subcontractors are placed on the Scrutinized Companies that boycott Israel List or is engaged in the boycott of Israel during the term of the Contract.

If this Contract is for more than one million dollars, the Contractor certifies that it and its subcontractors are also not on the Scrutinized Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or engaged with business operations in Cuba or Syria as identified in Section 287.135.

F.S. Pursuant to Section 287.135, F.S., the County may immediately terminate this Contract at its sole option if the Contractor, its affiliates, or its subcontractors are found to have submitted a false certification; or if the Contractor, its affiliates, or its subcontractors are placed on the Scrutinized Companies with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or engaged with business operations in Cuba or Syria during the term of the Contract. As provided in the Contractor’s proposal.

SECTION 21. FOREIGN INFLUENCE ON CONTRACTS OR GRAN

In order for the County to comply with section 286.101, Florida Statutes, all prospective contractors and grant recipients seeking to contract with the County or receive a grant from the County, where said contract or grant has a value of $100,000 or more must disclose to the County (1) any current or prior interest of, (2) any contract with, or (3) any grant or gift received from a foreign country of concern (defined as the People’s Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, and the Syrian Arab Republic, or an agency or other entity under the significant control of such foreign country of concern) if such interest, contract, or grant or gift has a value of $50,000 or more and such interest existed at any time or such contract or grant or gift was received or in force at any time during the previous five years. The disclosure is specified below. Within one year before applying for any grant or proposing any Contract, such entity must provide a copy of such disclosure to the Department of Financial Services. Disclosure is not required in certain circumstances, as outlined below. A Contract is any agreement for the direct benefit or use of any party to such agreement, including an agreement for the sale of commodities or services. A Gift is any transfer of money or property from one entity to another without compensation. A Grant is a transfer of money for a specified purpose, including a conditional gift. An interest in an entity means any direct or indirect investment in or loan to the entity valued at 5 percent or more of the entity’s net worth or any form of direct or indirect control exerting similar or greater influence on the governance of the entity, which is incorporated into this Contract as provided in the Contractor’s proposal.

SECTION 22. PUBLIC ENTITY CRIME.

A person or affiliate who has been placed on the convicted contractor list following a conviction for a public entity crime may not submit a bid/quote/proposal on a contract to provide goods or services to a public entity, may not submit a bid/quote/proposal on a contract with a public entity for construction or repair of a public building or public work, may not submit bids/quotes/proposals on leases of rental property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from date of being placed on the convicted contractor list.

CONTRACTOR shall provide a fully executed Public Entity Crimes Affidavit in accordance with Section 287.133, Florida Statutes, which, when completed, is attached and incorporated into this Contract as provided in the Contractor’s proposal.

SECTION 23. VALIDITY.

The invalidity in whole or part of any provision of this Contract shall not void or affect the validity of any other provision. The Parties shall use their best efforts to rehabilitate and replace the unenforceable provisions or provisions of the Contract with lawful terms and conditions approximating the Parties' original intent.

SECTION 24. NOTICE.

The Parties' designated representatives and their respective addresses for purposes of this Contract are as follows:

County: Contractor:

Brevard County Human Resources Attention: Melissa Powers, Director 2725 Judge Fran Jamieson Way Building B Viera, FL 32940

SECTION 25. SEVERABILITY.

If any of the provisions contained in this Contract are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision, and this Contract shall be construed as if such invalid, illegal, unenforceable provision had never been contained herein.

SECTION 26. COUNTERPARTS.

This Contract may be executed in counterparts, each of which so executed shall be deemed to be an original, and such counterparts, together, shall constitute one in the same.

SECTION 27. MODIFICATIONS.

This Contract shall not be modified or altered unless done in writing, agreed to by both Parties and signed by each party's authorized representative.

SECTION 28. ACCEPTANCE AND ENTIRE AGREEMENT.

This instrument embodies the entire agreement between the County and the Contractor. The undersigned have caused this Contract to be duly executed by their respective authorized representative and shall be effective the date of the last signature below. Any modifications or amendments must be in writing and agreed to by all Parties.

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IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals on the day and year last written below. This Contract may be executed in counterparts, each of which shall be deemed an original and, together, shall constitute an original executed Contract.

APPROVED AS TO LEGAL FORM BOARD OF COUNTY COMMISSIONERS

OF BREVARD COUNTY, FLORIDA

By:

County Manager Date As approved by the Board on: __________

WITNESS COMPANY NAME

Name/Title Signature Date

Signature Date Name

Title

STATE OF

COUNTY OF

The foregoing instrument was acknowledged before me by means of physical presence or online notarization, this 202 by of , a corporation, on behalf of the corporation, he/she is personally known to me or has produced as identification.

Notary Seal Notary Public

Notary Signature

EXHIBIT A

SCOPE OF SERVICES

EXHIBIT B

PROFESSIONAL FEES