State of Florida Department of Management Services Group Dental Benefits Insurance

Deparhent of Management Setvices

Departmental Purchasing 4050 Esplanade Way Tallahassee, FL 32399

Phone 850-410-2404 Fax: 850-922-6549

GROUP DENTAL BENEFITSINSURANCE

Contract By and Between AMERITAS LIFE INSURANCE CORF? and the State of Florida Acting Through the Department Of Management Services

Contract No.: DMS 06107-109 Contract

July 10,2007 Page l of 25

Table of Contents Definitions ...................................................................................................................- 4 1. I DEFINITIONS. 4 1.2 RULESOF INTERPRETATION 5 1.3 HIERARCHY OF DOCUMENTS 6 ..................................... - 6 Scope of Services and Compensation ............................ . 2.1 CONTRACTOR'S OBLIGATIONS 6 2.2 STATE'SOBLIGATIONS 6 2.4 COMPENSATION ................................................................................................. 6 Contract Administration ...............................................................................................- 6 3.1 CONTRACT MANAGEMENT 6 3.2 CHANGE ORDERS. 8 3.3 WARRANTY. 8 3.4 EMPLOYEES. 8 3.5 ACCEPTANCE. 9 Financial Management ................................................................................................- 9 4.1 AUDIT RIGHTS................................................................................................... 9 4.2 PAYMENT UPON TERMINATION. 10 4.3 ~NVOICINGAND PAYMENT. .............................................................................. 10 One Florida ............................................................................................................... - 11 NON-~ISCRIMINATION AND EQUALOPPORTUNITY. 11 5.1 ................................................................................................. Liquidated Damages - 12 6.1 LIQUIDATEDDAMAGES 12 Insurance .................................................................................................................. - 12 7.1 INSURANCE COVERAGE 12 7.2 SUBCONTRACTOR INSURANCE COVERAGE. 13 7.3 PROOFOF INSURANCE. .................................................................................... 13 7.4 DEDUCTIBLE AMOUNTS 13 7.5 SELFINSURANCE ............................................................................................. 13 Default and Remedies............................................................................................... - 13 8.1 CONTRACTOR EVENTSOF DEFAULT 13 STATEREMEDIESIN THE EVENTOF DEFAULT. 14 8.2 8.3 STATEEVENTS OF DEFAULT 15 15 CONTRACTOR REMEDIESIN THE EVENTOF DEFAULT. 8.4 8.5 RIGHTSCUMULATIVE,NOWAIVER.................................................................... 15 8.6 STATEMAYCURECONTRACTOR DEFAULTS ................................................ 15 Term, Renewal, and Termination Provisions.............................................................- 16 9.1 TERMIRENEWAL. 16 9.2 SUSPENSION OF WORK.................................................................................... 16 9.3 TERMINATION FOR CONVENIENCE. 16 9.4 TERMINATIONFOR CAUSE. 16 9.5 CONSEQUENCES OF TERMINATION. 17 9.6 EXCLUSIVE REMEDY. ...................................................................................... 17 9.7 INTERIM SERVICES 17

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Contract No.: DMS 0607-065 Contract

February4,2008 Page - 2 - of 25

State of Florida Department of Management Services Group Dental Benefits Insurance

General Provisions ....................................................................................................- 17 10.1 ADVERTISING -1710.2 ANNUALAPPROPRIATIONS ..................................................... 18 10.3 ASSIGNMENT 18 10.4 CHANGE OF STATUTE OR REGULATION 18 WITH LAWS 18 10.5 COMPLIANCE 18 ADMINISTRATOR 10.6 CONTRACT 10.7 VENUE........................................................................................................... 18 10.8 EMPLOYEES, SUBCONTRACTORS, AND AGENTS 18 ......................................................................................... 19 10.9 ENTIRECONTRACT. 10.10 EXECUTION IN COUNTERPARTS .................................................................... 19 10.1 1 FAVORED CUSTOMER. 19 FOR DELAY 19 10.12 FORCEMAJEURE,NOTICEOF DELAY,AND NO DAMAGES 10.13 FURTHER ASSURANCES 20 10.14 INDEMNIFICATION 20 10.15 INDEPENDENT CONTRACTOR STATUSOF CONTRACTOR 20 10.1 6 ~NSPECT~ON AT CONTRACTOR~S SITE .............................................................. 21 10.17 LOBBYINGAND ~NTEGR~TY 21 10.18 Loss OF DATA......................................................................................... 21 10.19 MODIFICATIONOF TERMS............................................................................ 21' 10.20 NOTICES 22 10.21 CONTRACT MANAGERS. 23 10.22 PUBLICRECORDS 23 10.23 RIGHTSTO RECORDS. 23 10.24 SCOPECHANGES 23 10.25 SECURITY AND CONFIDENTIALITY 23 .............................................................................................. 10.26 SUBCONTRACTS 24 10.27 SUBCONTRACTOR LIABILITY ............................................................................. 24 10.28 TAXES............................................................................................................ 24 10.29 WAIVER.......................................................................................................... 24 10.30 WARRANTY OF AUTHORITY 24 10.31 WARRANTY OF ABILITY TO PERFORM :........ 24 10.32 PLAINLANGUAGE 24 10.31 SEVERABILITY 24 10.30 ORGANIZATIONAL CONFLICTSOF INTEREST ....................................................... 24 10.31 ACCOUNTING FORSTATEPROPERTY ............................................................. 24 10.32 HlPAA ATTACHMENT

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Contract No.: DMS 06107-109 Contract

July 10,2007

Page - 3 -of 25

State of Florida Department of Management Services Group Dental Benefits lnsurance

CONTRACT This Contract ("Contract") is entered into as of the last date signed below (the "Effective Date") by and between Ameritas Life lnsurance Corp. ("the Contractor"), a Corporation with its principal corporate office at 5900 0 Street, Lincoln, NE, 68510 and the State of Florida, acting by and through the Department of Management Services ("the Department"), with an office at 4050 Esplanade Way, Tallahassee, Florida 32399-0950 (each, a "Party" and collectively, the "Parties"). RECITALS WHEREAS, the Department issued Invitation to Negotiate No. DMS 06107-109, Group Dental Benefits , to solicit firms interested in providing Group Dental Benefits , (hereafter referred to as "Services"); and WHEREAS, the Contractor responded to the solicitation, and following negotiations the Department has determined to accept the Contractor's offer and to enter into this Contract in accordance with the terms and conditions of the solicitation and the subsequent negotiation. NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein, the Parties agree as follows:

II Definitions. Capitalized terms used in this Contract without definition shall have the meanings ascribed below: "Acceptance" and "Accepted" means, with respect to each Deliverable, that the resulting services provided by the Contractor have been formally acknowledged in writing by the Department as meeting the specified Deliverable requirements established in the Contract. "Change" means a written directive to the Contractor signed by the Department issued after the Effective Date of the Contract, authorizing a change in the Services or Deliverables, the Contract price, or the Contract schedule. "Confidential Information" means information in the possession or under the control of the State or the Contractor that is exempt from public disclosure pursuant to Article I, Section 24 of the Constitution of the State of Florida; the Public Records Law, Chapter 119 of the Florida Statutes; or to any other provision that serves to exempt information from public disclosure. "Contract" means this legally enforceable agreement between the Department and the Contractor. "Contract Administrator" means those persons designated pursuant to section 11.6 of this Contract. "Contract Manager" means those persons designated pursuant to section 11.21 of this Contract. "Deliverables" means those items and/or materials provided, prepared and delivered in the course of performance of the services herein by the Contractor and so defined in this Contract.

Contract No.: DMS 06107-109 Contract

July 10,2007 Page-4-of25

State of Florida Department of Management Services Group Dental Benefits Insurance "Department" means the Florida Department of Management Services "Effective Date" of this Contract shall mean January 1, 2008, or the last date signed below whichever is earlier." "ITN" means Invitation to Negotiate No. DMS 06107-109, Group Dental Benefits, issued by the Department on March 26, 2007, including all modifications thereto. "Parties" means the Department and the Contractor. "Performance Standards" means specific measurement indicators assigned to Contract tasks representing timeliness and quality of task output as defined in the performance standards and guarantees attached to this Contract. "Plan" means the State's supplemental insurance plans, including dental insurance, which are included in the State's group insurance program established by section 110.123(3)(b), Florida Statutes, and implemented by applicable provisions of Chapter 60-P, Florida Administrative Code. "Reply" means the documents submitted by the Contractor in response to the ITN including written clarifications and modifications. The Reply, to the extent provisions thereof are not in conflict with Contract, constitutes a material representation relied upon by the Department in entering into this Contract. "Secretary" means the Secretary of the Florida Department of Management Services. "Services" means the Group Dental Benefits, more particularly described in Article 2, that the Contractor will perform under the Contract. "State" means the State of Florida.

1.2 Rules of Interpretation. In this Contract, unless otherwise indicated or otherwise required by the context, the following rules of interpretation shall apply: (a)

reference to, and the definition of, any document (including any exhibits) shall be deemed a reference to such document as it may be amended, supplemented, revised or modified in the method prescribed herein;

(b)

all references to a "Section" or "Exhibit" are to a Section or Exhibit of this Contract;

(c)

the table of contents and Section headings and other captions are for the purpose of reference only and do not limit or affect the content, meaning or interpretation of the text;

(d)

defined terms in the singular shall include the plural and vice versa, and the masculine, feminine, or neuter gender shall include all genders;

(d)

the words "hereof," "herein," and "hereunder" and words of similar import, shall refer to this Contract as a whole and not to any particular provision of this Contract;

(e)

the words "include," "includes" and "including" are deemed to be followed by the phrase "without limitation";

(f)

any reference to a governmental entity or person shall include the governmental entity's or person's authorized successors and assigns; and

(h)

the headings and captions of this Contract are for convenience only and'are not to be used in the interpretation of this Contract.

Contract No.: DMS 06107-109 Contract

July 10,2007 Page - 5 -of 25

State of Florida Department of Management Services Group Dental Benefits Insurance

1.3 Hierarchy of Documents. In the event of any conflict between the terms of this Contract, the ITN, or the Contractor's Reply, this Contract shall govern. For any conflict between the terms of the Contractor's Reply, and the ITN, the ITN shall govern.

2.1 Contractor's Obligations. Contractor will provide any and all labor, materials and supplies necessary to perform the Services described in the Technical Specifications listed in the ITN and the Contractor's response to the ITN, and hereby included by reference, along with all other requirements of this Contract. Contractor shall have the capability to perform and complete the Services, in all respects.

2.2 State's Obligations. The Department and/or its designee and/or outsource service provider shall supply all enrollment and personnel data and information necessary for the Contractor to provide the desired services.

2.3 Compensation. No later than the 10' day of each month, the Department shall provide a computer file containing the name of each person covered and of each person whose premium is received no later than the last day of each month, and Department shall transfer those premiums by wire transfer to the Contractor. A premium received after the 30' day of any month shall be included in the next month's reconciliationand transfer of funds. The Department will transfer the premium payments to each Contractor no sooner than the 15' day of the month and no later than the 30' day of the month. Within 3 business days of the signing of this contract, the Contractor shall provide written direction necessary for the Department to execute the wire transfer of the funds.

3.I Contract Management 3.1.IOrganizational Responsibility. The Parties agree that in order for efficient and effective communication to occur, clear lines of authority and areas of responsibility need to be identified, including name, telephone number, e-mail address, and mailing address, in writing and exchanged by each Party, no later than 4 p.m., December 31, 2007. Each Party agrees to promptly notify the other in the event of any change in personnel, address, or phone number.

3.1.2 Notice and Approval of Major Organizational Changes or Changes in Contractor's Organization. The Parties recognize and agree that award of the Contract is predicated upon features of the Contractor's business organization as set forth in this Contract. Contractor agrees not to transfer more

Contract No.: DMS 06107-109 Contract

July 10,2007 Page - 6 -of 25

State of Florida Department of Management Services Group Dental Benefits Insurance than 49.9% of its interests without the prior written approval of the Department, which approval shall not be unreasonably withheld or unreasonably delayed. Further, prior to the effective date of any transfer, the Contractor shall obtain and deliver to the Department, the written assurance of the transferee that the transferee will continue the operations and delivery of services as described herein. By execution of this Contract, Contractor represents that it has no knowledge of its intent to transfer more than 49.9% of its interests.

3.1.3 Alliance. The Parties agree that in order to accomplish this Contract effectively and most beneficially for both Parties, the Department proposes to form a cohesive alliance with the Contractor. This relationship will strive to draw on the strengths of each party in an effort to achieve quality Services done right the first time, within budget and on schedule. The alliance will help prevent disagreements and differences from developing into formidable conflicts and disputes. Therefore, the Parties agree to the following principles: Ensuring the Services comply with all applicable laws and regulations; Making timely review and decisions; Effectively communicating and providing information promptly; Maintaining quality control and ensuring quality Services; and, Cooperating and being courteous, respectful, and honest with each other.

3.1.4 Meetings. Within thirty (30) calendar days following the Effective Date, the Parties will mutually determine an appropriate set of periodic meetings to be held between the Department and the Contractor. At a minimum, these meetings will include a quarterly meeting to review quarterly reports and such other issues as performance and contractual matters, reviewing projectlprogram objectives. For the quarterly meetings, the Contractor shall publish and deliver to the Department an agenda at least seven (7) business days in advance of the meeting to allow meeting participants a reasonable opportunity to prepare for the meeting. Additionally, at least once a year the Parties shall meet to discuss future matters, including: upcoming changes, legislative agenda, policy changes, program management topics, etc. The Contractor shall not be entitled to additional compensation for meeting preparation or attendance.

3.1.5 Meeting Minutes. The Contractor shall provide detailed and well-documented meeting minutes for all meetings as referenced above. Draft meeting minutes will be distributed by the Contractor to individuals who attended the meeting on behalf of the Department within seven (7) business days of the subject meeting so that any errors can be corrected and items not included can be added by the Contractor prior to issuance as a Deliverable.

3.1.6 Reporting. No later than (January 1, 2008), The parties will mutually determine in writing an appropriate set of periodic reports to be issued by the Contractor to the Department, if needed, other than those required by the Performance Standards included as part of this contract.

3.1.7

Location or Change in Facilities or Processes.

Contractor andlor its subcontractor(s), if any, shall provide services from within the United States and shall obtain written Department approval prior to utilization of facilities or operations outside of the United States. Department approval is required prior to relocation, co-location andlor process start, switch or change and/or otherwise outside the United States. This notice and approval requirement includes but is not limited to the subject areas or business units of claims processing, call centers, mailing, document

Contract No.: DMS 06107-109 Contract

July 10,2007 Page - 7 -of 25

State of Florida Department of Management Services Group Dental Benefits Insurance scanning, backend processes, computer coding, data management, customer services, member and/or provider services.

3.2 Warranty. Generally: The Contractor shall deliver the Services in a professional, workmanlike manner in accordance with that level of care, skill, and treatment which, in light of all relevant surrounding circumstances, is recognized as acceptable and appropriate by reasonably prudent similar health care providers. and in accordance with this Contract. Remedies: In the event the Department discovers the Services are not delivered in accordance with the foregoing and/or this Contract, Contractor will promptly correct, cure, replace or otherwise remedy such performance at no cost to the Department. However, this provision does not affect any other remedy or the Department's right to terminate services for breach, convenience or default of the Contract. Exceptions: Contractor makes no warranty with respect to any portions of the Services that have been produced by anyone other than Contractor or Contractor's subcontractors and agents. Furthermore, the warranty does not apply to any modifications to the Services made by anyone other than Contractor or its subcontractors and agents, nor does it apply to any use of the Services in a manner or for any purpose other than those contemplated in the Contract. This Section 3.2 shall survive termination of this Contract;

3.3 Employees. 3.4.1 Non-Solicitation. Except as expressly authorized in writing in advance, no Party shall directly solicit, offer work to, employ, or contract with, whether as a partner, employee or independent contractor, any of the other Parties' Personnel (as hereafter defined) during their participation in the Services or during the twelve (12) months thereafter. Personnel include any individual or company a Party employs as a partner, employee or independent contractor and with which a Party comes into direct contact in the course of the Services.

3.4.2 No Joint Employees. Neither Party shall be deemed a joint employer of the other's employees, each Party being responsible for any and all claims by its employees. Neither Party's employees shall be deemed "leased" employees of the other for any purpose.

3.4.3 Subcontractors. Contractor is responsible for the acts or omissions of all subcontractors used by Contractor in the performance of Services during the term. Contractor shall not be allowed to subcontract or assign any of its duties and obligations or rights hereunder without the prior written consent of the Department,.

3.4.4 Employment of State Workers. During the term of this Contract, Contractor shall not knowingly employ, subcontract with, or sub-grant to any person (including any non-governmental entity in which such person has any employment or other material interest as defined by Section 112.312(15), Florida Statutes) who is employed by the State or who has participated in the performance or procurement of this Contract, except as provided in Section 112.3185, Florida Statutes.

Contract No.: DMS 06107-109 Contract

July 10,2007

Page - 8 -of 25

State of Florida Department of Management Services Group Dental Benefits Insurance

3.5 Acceptance. 3.5.1 Time for Acceptance. The State will accept each Deliverable when it meets the requirements of this Contract. The State shall have a maximum period of twenty (20) business days after delivery of a Deliverable to determine whether the Deliverable meets the Contract.

3.5.2 Process. The State will conduct its acceptance review in a manner so as to identify how the Deliverable materially fails to conform to the Contract (each such respect, "Nonconformity"). After the State notifies Contractor in writing of any Nonconformity, specifying for each Nonconformity how the Deliverable materially fails to meet the Contract, Contractor shall correct such Nonconformity within five (5) business days, or proceed on another mutually acceptable basis as set forth in writing. The State shall then have an additional five (5) business days commencing upon Contractor's redelivery of the Deliverable to verify that the previously reported Nonconformity has been corrected and report any Nonconformity caused by the correction of the previous Nonconformity.

Audit Rights. The Contractor recognizes and acknowledges the requirements of Chapter 119, Florida Statutes, and it is providing section 24, Article I of the Florida Constitution, and recognizes and ackno~ledges~that services under this Contract in the place of, and on behalf of, the State. As such, upon reasonable notice the Contractor shall provide the State, including any officer or employee, with reasonable access to inspect and copy all records and information, including records and information stored electronically, related to this Contract that are public record under Chapter 119, Florida Statutes, and section 24, Article I of the Florida Constitution, and which have not been exempt. The Contractor shall permit inspection and copying of exempt or confidential records in the possession of the Contractor by officers or employees authorized to have access in the performance of their official duties. Without limiting the class of those authorized to perform an audit, the Contractor acknowledges that the State Comptroller (and its successor), the State Auditor General, and the Department's Inspector General may conduct audits. The following records are specifically excluded from inspection, copying, and audit rights under this Contract: (i) financial records of the Contractor that are unrelated to this Contract, (ii) documents created by and for the State or other communications related thereto that are confidential attorney work product or subject to attorney-State privilege, unless those documents would be required to be produced for inspection and copying by the State under the requirements of Chapter 119, Florida Statutes, and section 24, Article I of the Florida Constitution, (iii) information of the Contractor that is confidential, proprietary or is a trade secret, and (iv) personal and financial data exchanged as required by this Contract, to the extent generally protected by law. The Contractor shall be responsible for any taxes or any other liabilities imposed as a result of such audits and inspections. The State will use reasonable efforts to minimize the number and duration of such audits or inspections conducted and to conduct such audits and inspections in a manner that will minimize the disruption to the Contractor's business operations. The State shall be responsible for the costs associated with the audit review. Information disclosed during any such audit is subject to the requirements of Chapter 119, Florida Statutes, and section 24, Article I of the Florida Constitution.

Contract No.: DMS 06107-109 Contract

July 10,2007 Page - 9 -of 25

State of Florida Department of Management Services Group Dental Benefits lnsurance

4.2 Payment upon Termination. In the event of termination of this Contract in accordance with Section 9, the Department agrees to pay to Contractor the amounts set forth in Subsection 9.5 and 9.6. To be eligible for such reimbursement, Contractor shall submit to the Department, within sixty (60) calendar days of termination, a request for payment of such amounts. Requests submitted later than sixty (60) calendar days after termination will not be honored and will be returned unpaid.

4.3 Performance Bond. The Contractor shall furnish without additional cost to the Department, a performance bond or negotiable irrevocable letter of credit or other form of security for the performance of work under the Contract in accordance with Section 110.123(3)(d)2, Florida Statutes. Performance and Payment Bond Value; Surety Company: In accordance with Section 110.123(3) (d) 2, Florida Statutes, within 30 days prior to the Effective Date, Contractor shall furnish without additional cost to the Department a performance bond or negotiable irrevocable letter of credit or other form of security (collectively the bond) for the performance of work under the Contract in the amount of $150,000.00. Such bond shall be maintained throughout the term of the contract and shall, upon the request of the Department, be adjusted to account for fluctuations in inflation and/or enrollment. The bond shall be issued by a company which is licensed to do business in the State of Florida and is rated A+ by Best's, and must include the following conditions: Beneficiary -The Department shall be named as the beneficiary of the bond. The Contractor's bond shall provide that the insurer or bonding company shall pay losses suffered by the Department directly to the Department. Notice of Attempted Change -The Department shall receive thirty (30) days prior written notice from the Surety company of any attempt to cancel or to make any other material change in the status, coverage or scope of the required bond or of the Contractor's failure to pay bond premiums. Premiums -The Department shall not be responsible for any premiums or assessments on the bond. Purpose of Bond -The performance and payment bond is to protect the Department against any loss sustained through failure of the Contractor or any of its employees to accurately perform the services required by the Contract. No payments shall be made to the Contractor until the performance bond is in place and approved by the Department in writing. 1. A Fidelity Bond in the amount of $150,000 shall be maintained by the Contractor and confirmed by a Certificate of lnsurance supplied to DMS thirty (30) days prior to the effective date of the Contract. Such bond shall be maintained throughout the term of the contract and shall, upon request of the Department, be adjusted to account for fluctuations in inflation and/or enrollment. The bond shall be issued by a company which is licensed to do business in the State of Florida and is rated A+ by Best's and must include the following conditions: Notice of Attempted Chanqe - DMS shall receive thirty (30) days prior written notice of any attempt to cancel or to make any other material change in the status, coverage or scope of the required bond or of the Contractor's failure to pay bond premiums.

Contract No.: DMS 06107-109 Contract

July 10,2007

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State of Florida Department of Management Services Group Dental Benefits Insurance Beneficiarv - DMS shall be named as a joint obligeelbeneficiary of the fidelity bond. The bond shall provide that the insurer or bonding company shall pay losses suffered by DMS directly to DMS. Premiums - DMS shall not be responsible for any premiums or assessments on the bond. P u r ~ o s eof Bond -The fidelity bond is to protect DMS against any loss sustained through failure of duties andlor theft of money, securities, etc in the Contractor's performance of fiduciary responsibilities regarding State funds. Payments - No payments shall be made to the Contractor until the fidelity bond is in place and approved by DMS in writing. Effective Date - The fidelity bond shall be in effect when the Contractor begins performance of the Contract. Documentation of the Performance bond and of the Fidelity bond and of the shall be delivered to the Department's contract manager within 30 days of execution of this Contract, but, in no instance, later than January 1,2008. Any bond required by this Contract shall be maintained throughout the term of the contract and shall, upon the request of the Department, be adjusted to account for fluctuations in inflation andlor enrollment. The bond shall be issued by a company which is licensed to do business in the State of Florida and is rated A+ by Best's.

5.1 Non-Discrimination and Equal Opportunity. Florida is a state rich in its diversity. The Governor's One Florida Initiative is dedicated to fostering the continued development and economic growth of small and minoritylwomen owned businesses. Central to this initiative is the participation of a diverse group of Contractors doing business with the state. To this end, it is vital that minoritylwomen business enterprises participate in the State's procurement process as both prime contractors and subcontractors under prime contracts. To track the success of the One Florida Initiative, which has achieved substantial gains in extending opportunity to minoritylwomen-owned businesses, the State of Florida maintains data to establish benchmarks from which to measure Supplier diversity in State contracting. Contractors who contract with the state are obligated to provide information related to the use of minoritylwomen-owned businesses registered in MyFloridaMarketPlace. The Prime contractor shall submit documentation addressing the Governor's One Florida lnitiative and describing the efforts being made to encourage the participation of minoritylwomen-owned businesses. Please refer to the Governor's "Equity in Contracting Plan" when preparing this documentation:

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State of Florida Department of Management Services Group Dental Benefits lnsurance

Equity in Contracting documentation shall identify any participation by diverse contractors and contractors as prime contractors, subcontractors, contractors, reseller, distributors or such other participation as the parties may agree. Equity in Contracting shall include the timely reporting of spending with certified and non-certified minoritylwomen-owned businesses registered with MyFloridaMarketPlace. Such reports must be in an excel format and submitted on a quarterly basis and include the period covered, the name of contractor, physical address, contact person, phone number, FEID, amount paid to contractor, state of Florida minority status, type of services or products. Reports shall be submitted no later than 30 calendar days following the end of each quarter.

6.1 Liquidated Damages. Time is of the essence in performing the Contract; this is true generally and particularly with respect to achieving a plan effective date of January 1, 2008. The Contractor acknowledges that untimely performance or other material' noncompliance will damage the Department and the State but that by their nature such damages are impossible to ascertain presently and will be difficult to ascertain in the future. The issues involved in determining the amount of damages will be multiple and complex, and will be dependent on many and variant factors, proof of which would be burdensome and require lengthy and expensive litigation, which the Parties desire to avoid. Accordingly, the Parties agree that it is in the Parties' best interests to agree upon a reasonable amount of liquidated damages, which are not intended to be a penalty and are solely intended to compensate for unknown and unascertainable damages. The Parties acknowledge that liquidated damages are contemplated by section 110.123(3) (d) 3 of the Florida Statutes. Liquidated damages shall be assessed as provided in the Performance Standards and Guarantees that are attached and incorporated into this Contract.

7.1 Insurance Coverage. Coverage (Maintaininq lnsurance Coveraqel: At all times during the term of this Contract, Contractor shall secure and maintain the insurance coverage outlined below. The Contractor shall not limit the types of insurance Contractor may desire to obtain or be required to obtain by law. The limits of coverage under each policy maintained by the Contractor shall not be interpreted as limiting the Contractor's liability and obligations under the Contract. Providing and maintaining adequate insurance coverage is a material obligation of the Contractor and is of the essence of the Contract. At least five (5) calendar days prior to the effective date of this contract, the Contractor shall provide written proof to the Department for approval. Performance may not commence on this Contract until such time as insurance is secured by the Contractor and approved by the Department. Such approval will not be unreasonably withheld or delayed.

7.1.ICommercial General Liability. Contractor shall secure and maintain commercial comprehensive general liability insurance in a face

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State of Florida Department of Management Services Group Dental Benefits lnsurance amount of at Fifteen Million Dollars ($15,000,000). The State shall be named as an additional insured in the general liability coverage policy. Each policy shall include ninety (90) calendar days prior written notice to the State of cancellation for any coverage.

7.1.2 Workers' Compensation Insurance. Contractor shall secure and maintain Workers' Compensation insurance as required for the State of Florida under the relevant Workers' Compensation law. The insurance shall cover all of the Contractor's employees connected with the services provided under this Contract. In case any work is sublet, Contractor shall require the subcontractor similarly to provide Workers' Compensation lnsurance for all of the subcontractor's employees unless such employees are covered by the protection afforded by Contractor. Such insurance shall comply fully with the Federal and Florida Worker's Compensation law. In case any class of employees engaged in hazardous work under this Contract at the site of the project is not protected under the Workers' Compensation statute, Contractor shall provide, and cause each subcontractor to provide, adequate insurance, satisfactory to the State, for the protection of employees not otherwise protected.

7.2 Subcontractor lnsurance Coverage. Any Subcontractor of Contractor shall secure and maintain the insurance outlined in subsection 7.1.

7.3 Proof of Insurance. At the request of the Department, Contractor shall provide all relevant certificates and endorsements as proof of such insurance or proof of its ability to self-insure, including renewal or replacement evidence of insurance at least thirty (30) days prior to the expiration or termination of any insurance.

7.4 DeductibleAmounts. The deductible amounts for any peril shall not exceed those determined by Contractor to be customary in the industry. The Contractor shall be responsible for payment of its deductible.

7.5 Self Insurance. For any insurance coverage required hereby, Contractor may use a self-insurance program, provided such program. has received prior written approval of the Office of lnsurance Regulation or the Department of Financial Services.

8.1 Contractor Events of Default Any one or more of the following events shall constitute an "Event of Default" on the part of the Contractor: (a)

Payment. The failure of the Contractor to pay any sum of money required hereunder within ten (10) business days after receipt of written notice from the State that the same is due: or

(b)

Performance. Any one of the following events by the Contractor, which is not cured within ten (10) calendar days after receipt of written notice thereof by the State shall constitute a default; provided, however, if such obligation is of a nature that it could not

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State of Florida Department of Management Services Group Dental Benefits Insurance reasonably be performed within ten (10) calendar days, such 10-day period may, at the Department's sole discretion, be extended so long as the Contractor begins performance within such 10-day period and thereafter diligently and continuously pursues performance, all being subject to Force Majeure. The Contractor fails to provide the Services required under this Contract; or The Contractor employs an unauthorized alien in the performance of any work required under this Contract; or The Contractor fails to correct work that the State has rejected as unacceptable or unsuitable; or The Contractor discontinues the performance of the work required under this Contract; or The Contractor fails to resume work that has been discontinued within a reasonable time after notice to do so; or The Contractor abandons the project; or The Contractor becomes insolvent or is declared bankrupt; or The Contractor files for reorganization under the bankruptcy code; or The Contractor commits any act of bankruptcy or insolvency, either voluntarily or involuntarily; or The Contractor fails to promptly pay any and all taxes or assessments imposed by and legally due the State or federal government; or The Contractor makes an assignment for the benefit of creditors without the approval of the State; or The Contractor made or has made a material misrepresentation or omission in any materials provided to State; or The Contractor commits any material breach of this Contract; or The Contractor transfers ownership in violation of the Contract; or The Contractor utilizes a Contractor in the performance of the work required by this Contract which has been placed on the State's Convicted Contractors List; or The Contractor is suspended or is removed as an authorized Contractor by any state or federal agency or the Contractor is convicted of a felony; or The Contractor refuses to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, made or received by Contractor in conjunction with this Contract and not otherwise deemed confidential, proprietary or a trade secret; or The Contractor refuses to allow auditor access as required by the Contract; or I For any other cause whatsoever that the Contractor fails to perform in an acceptable manner.

8.2 State Remedies in the Event of Default. Upon the occurrence of an "Event of Default" on the part of the Contractor, the State is entitled to any one or all of the following remedies: (a)

Terminate this Contract. In the event of termination, the Contractor shall work with the State in good faith to phase out the Services of this Contract pursuant to section 9.7 below.

(b)

Seek equitable relief and/or institute legal proceedings against the Contractor to collect payment of any damages or sums owed by the Contractor hereunder, including liquidated damages; and

(c)

Without limiting the foregoing, violations may also result in:

(1) The Contractor's name being removed from State Purchasing Contractor mailing list(s).

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State of Florida Department of Management Services Group Dental Benefits Insurance (2)

All State agencies being advised not to do business with the Contractor without written approval from the Division of State Purchasing until such time as the Contractor reimburses the State for all reprocurement and transition costs.

8.3 State Events of Default Any one or more of the following events shall, after the required notice(s) and opportunity to cure, except as otherwise provided below, constitutes an "Event of Default" on the part of the State: (a)

The State fails to timely pay all non-disputed amounts. The cure period for failure to pay shall be forty-five (45) calendar days from receipt of notice of failure to pay, unless state law allows a longer period to pay; or

(b)

The State breaches any other material obligation under this Contract. The cure period for a material breach by the State shall be forty-five (45) calendar days from receipt of notice of material breach; or

8.4 Contractor Remedies in the Event of Default. Upon occurrence of an "Event of Default" on the part of State, the Contractor is entitled to any one or all of the following remedies: (a)

Terminate the Contract. If an Event of Default has occurred pursuant to section 8.3 above, and if the Contractor wishes to elect to terminate this Contract, then the Contractor shall provide the State with a second written notice ("Termination Notice") evidencing its intent to terminate the Contract pursuant to this subsection and reciting that the Contractor intends to pursue termination of the Contract if the Event of Default is not cured. The Termination Notice will not be effective unless it references this subsection 8.4 and provides that the Contractor intends to pursue termination of the Contract if the Event of Default is not cured. If the State fails to cure the default within ninety (90) calendar days from receipt of the Termination Notice, then the Contractor may institute legal proceedings to terminate the Contract and exercise all of its remedies hereunder. In the event of termination, the Contractor shall work with the State in good faith to phase out the Services of this Contract pursuant to section 9.7 below..

8.5 Rights Cumulative, No Waiver. The rights and remedies provided and available to the State and the Contractor in this Contract are distinct, separate and cumulative remedies, and no one of them, whether or not exercised by a party, shall be deemed to be in exclusion of any other. The election of one remedy shall not be construed as a waiver of any other remedy.

8.6 State May Cure Contractor Defaults. If the Contractor commits an "Event of Default" in the performance of any term, provision, covenant or condition on its part to be performed hereunder, the State may, upon notice to the Contractor after the expiration of any curative periods for which provision is made in this Contract, perform the same for the account and at the reasonable expense of the Contractor. If, at any time and by reason of such default, the State is compelled to pay, or elects to pay, any sum of money or do any act that will require the payment of any sum of money, or is compelled to incur any expense in the enforcement of its rights hereunder or otherwise, such sum or sums, with a rate of interest if not established herein then as statutorily set by the State Comptroller/Chief Financial Officer (or successor), which together shall be repaid to the State by the Contractor promptly when billed therefore.

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State of Florida Department of Management Services Group Dental Benefits Insurance

The Parties agree that the "Term" of this Contract shall be for a four (4) year period commencing upon the Effective Date, unless extended, terminated or renewed as provided herein. Subject to Chapter 287 of the Florida Statutes, and upon mutual agreement, the Department and the Contractor may renew the Contract, in whole or in part for a maximum of two (2) two-year renewals. Any renewal shall be in writing and signed by both parties. The Department shall provide written notice to the Contractor regarding its intent to renew the Contract prior to the expiration of the Contract. The Department shall rely on several factors in making the determination to renew including, but not limited to, satisfactory performance evaluations by the Department and the availability of funding. The Contract shall not be renewed if the Contractor has been subject to liquidated damages for default or for failure to substantially comply with any of the Contract requirements.

9.2 Suspension of Work. -

The Department may in its sole discretion suspend any or all activities under the Contract, at any time, when in the best interests of the State to do so. The Department shall provide the Contractor written notice outlining the particulars of suspension. Examples of the reason for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, the Contractor shall comply with the notice. Within ninety days, or any longer period agreed to by the Contractor, the Department shall either (1) issue a notice authorizing resumption of work, at which time activity shall resume, or (2) terminate the Contract. Suspension of work shall not entitle the Contractor to any additional compensation.

9.3 Termination for Convenience. The Department, by written notice to the Contractor, may terminate the Contract in whole or in part when the Department determines in its sole discretion that it is in the State's interest to do so. The Contractor shall not perform any Services after it receives the notice of termination, except as necessary to complete the continued portion of the Contract, if any.

9.4 Termination for Cause. The Department may terminate the Contract if the Contractor fails to (1) perform the Services within the time specified in the Contract or any extension, (2) maintain adequate progress, thus endangering performance of the Contract, (3) honor any term of the Contract, or (4) abide by any statutory, regulatory, or licensing requirement, or (5) any other Event of Default occurs under section 8.1 of this Contract.. The Contractor shall be liable for any reprocurement costs. The Contractor shall continue work on any work not terminated. Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from events completely beyond the control, and without the fault or negligence, of the Contractor. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both the Contractor and the subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform, unless the subcontracted services or supplies were obtainable from other sources in sufficient time for the Contractor to meet the required delivery schedule. If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Department. The rights and remedies of the Department in this clause are in addition to any other rights and remedies provided by law or under the Contract. Contract No.: DMS 06107-109 Contract

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State of Florida Department of Management Services Group Dental Benefits Insurance

9.5 Consequences of Termination. 9.5.1 Termination for Cause. If this Contract is terminated for cause, the Contractor shall only be entitled to payment of premiums for authorized Services satisfactorily performed, which shall be offset by any actual or liquidated damages due the Department.

9.5.2 Termination for Convenience. If this Contract is terminated for convenience, the Department shall reimburse the Contractor for reasonable costs actually incurred for authorized Services satisfactorily performed.

9.6 Exclusive Remedy. The Contractor agrees that the provisions of this Section 9 shall be its exclusive remedy for termination and that the Contractor is not entitled to, and will not seek, any other reimbursement or payment, claims or damages, including but not limited to lost profits, consequential or indirect damages, home office overhead, or costs for accelerating performance.

9.7 lnterim Services. For a period of up to one hundred eighty (180) days after termination of the Contract, the Department may elect to purchase lnterim Services from the Service Provider. lnterim Services shall mean all of the same Services provided by Service Provider in the month immediately preceding the termination. The Department shall pay Service Provider a monthly fee for such lnterim Services in an amount agreed to by both parties. Service Provider agrees to provide sufficient experienced personnel during the period of time lnterim Services are being performed to support the State. Notwithstanding the foregoing, Service Provider shall not be held to the Performance Standards and Guarantees attached to this Contract, but shall use its best efforts to meet those Performance Standards during the time period. If the scope of Services needed by the Department is reduced by the Department, the Service Provider agrees to negotiate in good faith on a reduction of the costs charged the Department for lnterim Services

I0.1 Advertising The Contractor shall not publicly disseminate any information concerning the Contract without prior written approval from the Department, including, but not limited to mentioning the Contract in a press release or other promotional material, identifying the Department or the State as a reference, or otherwise linking the Contractor's name and either a description of the Contract or the name of the State or the Department in any material published, either in print or electronically, to anyone except Participants, network providers, or potential or actual authorized subcontractors. Within a reasonable time after the Contract Effective Date, the Parties shall issue a mutually agreeable joint press release regarding the Contract and the Services to be provided hereunder.

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State of Florida Department of Management Services Group Dental Benefits Insurance

10.2 Annual Appropriations The State's performance and obligation to pay under the Contract are contingent upon an annual appropriation by the Legislature.

10.3 Assignment The Contractor shall not sell, assign or transfer any of its rights, duties or obligations under the Contract, or under any purchase order issued pursuant to the Contract, without the prior written consent of the Department; provided, the Contractor assigns to the State any and all claims it has with respect to the Contract under the antitrust laws of the United States and the State. The Department may assign the Contract with prior written notice to Contractor of its intent to do so.

10.4 Change of Statute or Regulation Any changes in existing statute or regulation, or the promulgation of new regulations or the issuance of new statutes, shall not entitle Contractor to any extension of time, term, or increase in compensation, except for those changes that materially cause an increase in the Technical Specifications or materially cause a delay in the Project Schedule, in which event, the Department shall place in writing to Contractor a description of any requested increase in the Technical Specifications or change in Project schedule. Any resulting modification shall be subject to written modification as provided in Section 10.19 of this Contract. The Contractor shall not be obligated to perform any increase in the Technical Specifications unless so directed by the Department.

10.5 Compliance with Laws The Contractor shall comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business, including those of federal, State, and local agencies having jurisdiction and authority. By way of non-exhaustive example, Chapter 287 of the Florida Statutes and Chapter 60P of the Florida Administrative Code govern the Contract. By way of further non-exhaustive example, the Contractor shall comply with section 247A(e) of the Immigration and Nationalization Act, the Americans with Disabilities Act, and all prohibitions against discrimination on the basis of race, religion, sex, creed, national origin, handicap, marital status, or veteran's status and the combined HIPAA-Privacy Business Associate Agreement that is attached hereto, and incorporated herein by reference.. Violation of such laws shall be grounds for Contract termination.

10.6 Contract Administrator The State shall name a Contract Administrator during the Term of this Contract whose responsibility shall be to maintain this Contract. As of the Effective Date, the Contract Administrator is Patty Davis, 4050 Esplanade Way, Suite 260, Tallahassee, FL 32399. The State shall provide written notice to Contractor of any changes to the Contract Administrator; provided, such changes shall not be deemed Contract amendments.

10.7 Venue The exclusive venue of any legal action that arises out of or relates to the Contract shall be the appropriate state court in Leon County, Florida; in any such action, Florida law shall apply.

10.8 Employees, Subcontractors, and Agents

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State of Florida Department of Management Services Group Dental Benefits Insurance Backqround Check: At the discretion of the Department and at no additional cost to the (a) Department, Service Provider shall have an FDLE (Florida Department of Law Enforcement) Level I background check or equivalent, as determined by the Department, performed on each individual working on the State Plan including, but not limited to, subcontractors. Service Provider may access the FDLE website itself to perform this check online and is responsible for payment for such background checks. The address for the site is: htt~://www.fdle.state.fl.us/CriminalHisto. If the individual has not been a resident in Florida for twelve (12) months, then a check should be done from the individual's residence during the prior twelve (12) months. Upon request, a copy of the background check must be provided to the Department's Contract Manager for review, which will be forwarded to the Department of Management Services' Inspector General's Office for approval before such individual shall be allowed to work under the Contract. The Department reserves the right to reject any proposed personnel based on background check information. Service Provider Emplovees. Subcontractor Providers, and Other Aqents. Service Provider and the (b) Department shall take all actions necessary to ensure that Service Provider's employees, subcontractors and other agents are not employees of the State of Florida. Such actions include, but are not limited to, ensuring that Service Provider's employees, subcontractors, and other agents receive benefits and necessary insurance (health, workers' compensations, and unemployment) from an employer other than the State of Florida.

10.9 Entire Contract. This Contract constitutes the full and complete Contract of the Parties hereto and supersedes any prior Contracts, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Each Party acknowledges that it is entering into the Contract solely on the basis of the representations contained herein, and for its own purposes and not for the benefit of any third party.

10.10 Execution in Counterparts The Contract may be executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

10.11 Force Majeure, Notice of Delay, and No Damages for Delay The Contractor shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of the Contractor or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor's control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Contractor. In case of any delay the Contractor believes is excusable, the Contractor shall notify the Department in writing of the delay or potential delay and describe the cause of the delay either (1) within ten days after the cause that creates or will create the delay first arose, if the Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is not reasonably foreseeable, within five days after the date the Contractor first had reason to believe that a delay could result. THE FOREGOING SHALL CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an extension of time, shall be asserted against the Department. The Contractor shall not be entitled to an increase in the Contract price or payment of any kind from the Department for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist the Contractor shall perform at no Contract No.: DMS 06107-109 Contract

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State of Florida Department of Management Services Group Dental Benefits Insurance increased cost, unless the Department determines, in its sole discretion, that the delay will significantly impair the value of the Contract to the State, in which case the Department may (1) accept allocated performance from the Contractor, provided that the Contractor grants preferential treatment to the Department with respect to Services subjected to allocation, and/or (2) purchase from other sources (without recourse to and by the Contractor for the related costs and expenses) to replace all or part of the Services that are the subject of the delay, which purchases may be deducted from the Contract quantity, or (3) terminate the Contract in whole or in part.

10.12 FurtherAssurances The Parties will, subsequent to the Effective Date, and without any additional consideration, execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of this Contract.

10.13 Indemnification The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractor and shall fully indemnify, defend, and hold harmless the State, and its officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to personal injury or wrongful death, damage to real or personal tangible property, or any other action alleged to be caused in whole or in part by Contractor, its agents, employees, partners, or subcontractor; provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State. Further, the Contractor shall fully indemnify, defend, and hold harmless the State from any suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to violation or infringement of a trademark, copyright, patent, trade secret or intellectual property right. If any Service is the subject of an infringement suit, or in the Contractor's opinion is likely to become the subject of such a suit, the Contractor may at its sole expense procure for the State the right to continue using the Service or to modify it to become non-infringing. If the Contractor is not reasonably able to modify or otherwise secure the State the right to continue using the Service, the Contractor shall remove the Service and refund the State the amounts paid in excess of a reasonable rental for past use. The State shall not be liable for any royalties. The Contractor's obligations under the preceding two paragraphs with respect to any legal actions are contingent upon the State giving the Contractor (1) written notice of any action or threatened action, (2) the opportunity to take over and settle or defend any such action at Contractor's sole expense, and (3) assistance in defending the action at Contractor's sole expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the State in any legal action without the Contractor's prior written consent, which shall not be unreasonably withheld. The State may, in addition to other remedies available to it at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against the State. The State may set off any liability or other obligation of the Contractor or its affiliates to the State against any payments due the Contractor under any contract with the State.

10.14 Independent Contractor Status of Contractor The Contractor, together with its agents, subcontractors, officers and employees, shall have and always retain under the Contract the legal status of an independent contractor, and in no manner shall they be deemed employees of the State or deemed to be entitled to any benefits associated with such employment. During the term of the Contract, Contractor shall maintain at its sole expense those benefits

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State of Florida Department of Management Services Group Dental Benefits Insurance to which its employees would otherwise be entitled to by law, including health benefits, and all necessary insurance for its employees, including workers' compensation, disability, and unemployment insurance, and provide the Department with certification of such insurance upon request. The Contractor remains responsible for all applicable federal, state, and local taxes, and all FICA contributions.

10.15 Inspection at Contractor's Site The Department reserves the right to inspect, at any reasonable time with prior notice, the equipment or other facilities of a Contractor or prospective Contractor (offeror) to assess conformity with Contract requirements and to determine whether they are adequate and suitable for proper and effective Contract performance.

Lobbying and Integrity The Contractor shall not lobby the Legislature, the judicial branch, or any State agency regarding any aspect of the Contract. In addition, the Contractor shall not, in connection with this or any other agreement with the State, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for any State officer or employee's decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at the direction or request of, any State officer or employee. For purposes of clause (2), "gratuity" means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. Upon request of the Department's lnspector General, or other authorized State official, the Contractor shall provide any type of information the lnspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Contractor shall retain such records for the longer of (1) three years after the expiration of the Contract or (2) the period required by the General Records Schedules maintained by the Florida Department of State (available at: htt~://dlis.dos.state.fl.us/barm/genschedules/uenschedhtm).The Contractor agrees to reimburse the State for the reasonable costs of investigation incurred by the lnspector General or other authorized State official for investigations of the Contractor's compliance with the terms of this or any other agreement between the Contractor and the State which results in the suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for any costs of investigations that do not result in the Contractor's suspension or debarment.

10.17 Loss of Data. In the event of loss of any State data or record where such loss is due to the negligence of the Contractor or any of its subcontractors or agents, the Contractor shall be responsible for recreating such lost data in the manner and on the schedule set by the Department, in addition to any other damages the State may be entitled to by law or this Contract.

10.18 Modification of Terms The Contract contains all the terms and conditions agreed upon by the parties, which terms and conditions shall govern all transactions under the Contract. The Contract may only be modified or amended .upon mutual written agreement of the Department and the Contractor. No oral agreements or representations shall be valid or binding upon the Department or the Contractor. The Contractor may not unilaterally modify the terms of the Contract by incorporating terms onto the Contractor's order or fiscal forms or other documents forwarded by the Contractor for payment. The Department's acceptance of

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State of Florida Department of Management Services Group Dental Benefits lnsurance Service or processing of documentation on forms furnished by the Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions.

10.19 Notices All notices under this Contract shall be served upon the Department by certified mail, return receipt requested, by reputable courier service, or delivered personally to each of the following:

Department of Management Services

Contract Administrator, Deparfmental Purchasing 4050 Esplanade Way, Suite 280 Tallahassee, FL 32399-0950 Department of Management Services

Office of the Secretary 4050 Esplanade Way, Suite 280 Tallahassee, FL 32399 Department of Management Services

Office of the General Counsel 4050 Esplanade Way, Suite 260 Tallahassee, FL 32399-0950 All notices under this Contract to be served upon the Contractor shall be served by certified mail, return receipt requested, by reputable courier service, or delivered personally to:

{Ameritas Life Insurance Corp.)

Attn:Kenneth L. Vancleave, LLlF President, Group Division 5900 0 Street Lincoln, NE 68510

The Parties agree that any change in the above-referenced address or name of the contact person shall be submitted in a timely manner to the other Party. All notices and other communications under this Contract shall be in writing and shall be deemed duly given either (i) when delivered in person to the recipient named above, (ii) upon confirmation of courier delivery to the intended recipient; or (iii) three (3) business days after mailed by certified U.S. mail, return receipt requested, postage prepaid, addressed by name and address to the Party intended. Contract No.: DMS 06107-109 Contract

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State of Florida Department of Management Services Group Dental Benefits Insurance

10.20 Contract Managers. Each Party will designate a Contract Manager during the Term of this Contract whose responsibility shall be to oversee the Party's performance of its duties and obligations pursuant to the terms of this Contract. As of the Effective Date, the Department's Contract Manager is Marie Abrams, Supplemental Contract Manager, Division of State Group Insurance, Department of Management Services, 4050 Esplanade Way, Suite 215, Tallahassee, FL 32399-0950. The Contractor's Contract Manager is M. Shannon Neill. Notice of Change: Each Party shall promptly advise the other Party in writing of any change to the Party's Contract Manager or his or her contact information; provided, such changes shall not be deemed Contract amendments.

Public Records Any and all records produced or used regarding this Contract are subject to Chapter 119 of the Florida Statutes. Absent a valid exemption, Contractor shall allow public access to all documents, papers, letters, or other material subject to Chapter 119 that are made or received by Contractor in conjunction with this Contract. Violation of this section shall constitute grounds for termination of the Contract.

10.22 Rights to Records. The Contractor agrees that all documents and materials prepared by the Contractor for purposes of this Contract shall be the sole property of the Department and shall be available to the Department at any time. The Department shall have the right to use the same without restriction and without compensation to the Contractor other than that specifically provided by this Contract.

Scope Changes The ~ e ~ a r t k emay n t unilaterally require, by written order, changes altering, adding to, or deducting from the Contract specifications, provided that such changes are within the general scope of the Contract. The Department may make an equitable adjustment in the Contract rates, if the change affects the cost or time of performance.

10.24 Security and Confidentiality The Contractor, and its employees, subcontractors and agents, shall comply fully with all security and administrative procedures and requirements of the State and the Department in performance of the Contract. Contractor, and all subcontractors and agents, must provide certification on an annual basis that they, and their employees, have complied with all State and Department security and administrative procedures and requirements. The certification must be signed by the President of each company. Notwithstanding any provision of this Contract to the contrary, Contractor shall provide immediate notice to Department in the event it becomes aware of any security breach, any unauthorized access to the State of Florida data (even by persons or companies with legitimate access), any unauthorized transmission of State of Florida data (whether or not to people with legitimate access to the data), or of any allegation or suspected violation of the above, regardless of its source. The Contractor shall not divulge to third parties any confidential information obtained by the Contractor or its agents, subcontractors, officers or employees in the course of performing Contract work, including, but not limited to, security procedures, business operations information, or commercial proprietary information in the possession of the State. The Contractor shall not be required to keep confidential information or

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State of Florida Department of Management Services Group Dental Benefits Insurance material that is publicly available through no fault of the Contractor, material that the Contractor developed independently without relying on the State's confidential information or material that is otherwise obtainable under State law as a public record. To insure confidentiality, the Contractor shall take appropriate steps as to its personnel, agents, and subcontractors. The warranties of this paragraph shall survive the Contract.

I0.25 Subcontracts The Contractor shall not enter into any subcontracts for Services without the express written consent of the Department. In all instances, the Contractor shall remain fully responsible for all work to be performed under the Contract. Each approved subcontract shall be subject to the same terms and conditions as the Contract.

10.26 Subcontractor Liability Contractor's subcontractors in the performance of Services are the responsibility of the Contractor. The State shall have no liability of any kind for subcontractor claims, demands, loss, damage, negligence or any expense relating, directly or indirectly, to subcontractors.

10.27 Taxes The State does not pay Federal excise or sales taxes on direct purchases of tangible personal property. The State will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees' wages.

10.28 Waiver The delay or failure by a Party to exercise or enforce any of its rights under this Contract shall not constitute or be deemed a waiver of the Party's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

10.29 Warranty of Authority Each person signing the Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract.

10.30 Warranty of Ability to Perform The Contractor shall provide the Department, no later than the time the Contractor returns a signed copy of the Contract, with proof of a Certificate of Status from the Secretary of State, Division of Corporations, demonstrating that the Contractor is in good standing and legally authorized to transact business in Florida. Failure to submit this documentation shall be sufficient grounds for withholding payment under the Contract and cause for termination. The Contractor warrants that, to the best of its knowledge, there is no pending or threatened action, proceeding, or investigation, or any other legal or financial condition, that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its Contract obligations. The Contractor warrants that neither it nor any affiliate is currently on the convicted Contractor list maintained pursuant to section 287.133 of the Florida Statutes, or on any similar list maintained by any other state or the federal government. The Contractor shall immediately notify the Department in writing if its ability to perform is compromised in any manner during the term of the Contract.

10.31 Plain Language Contract No.: DMS 06107-109 Contract

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State of Florida Department of Management Services Group Dental Benefits Insurance The purpose of the Plain Language Initiative is to ensure that the announcements, publications, and other documents contain clear and concise instructions and information. All documents submitted by and to the Department must adhere to the requirements of this initiative including: Clear language that is commonly used by the intended audience; Only the information needed by the recipient, presented in a logical sequence; Short sentences written in the active voice that make it clear who is responsible for what; and Layout and design that help the reader understand the meaning on the first try (including adequate white space, bulleted lists, and helpful headings).

10.32 Severability If a court deems any provision of the Contract void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect.

10.33 Organizational Conflicts of Interest The Contractor has disclosed the names and specific services in which it has participated in preparing any business cases, drafting of solicitations, or development of any programs for future implementation by the Department. The contractor therefore warrants that no such organizational conflicts of interest exist.

SO AGREED:

s

GEMENT SERVICES

Approved as to form and legality by the Department General Counsel's Office:

>-((-d Date AMERITAS LIFE INSURANCE CORP.

Date B$ Its: TITLE ~/P-G&oLcP ~ ~ f i 6 K u e ~ ~ ~ ~

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Contract

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COMBINED PRIVACY, CONFIDENTIALITY AND SECURITY AGREEMENT The parties have entered into this Agreement for the purpose of satisfying the confidentiality requirements contained in section 110.123 (9), Florida Statutes and acknowledging the parties responsibilities under the applicable privacy and security provisions of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA").

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For the purposes of this Agreement, the Department is referred to as the Plan Sponsor, W ~ S e e U r j t - y 1-n.~~sthe Insurer, and collectively as the "Parties."

1.0 Definitions Terms used but not othenvise defined in this Agreement shall have the same meaning as those terms in 45 CFR 160.103 and 164.501. "Secretary" shall mean the Secretary of the U.S. Department of Health and Human Services or his designee; and "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E. Part I - Privacy Provisions

2.0 Obligations and Activities of Insurer As the issuer to the Plan Sponsor of a fully-insured dental insurance policy and a prepaid dental policy to the Plan Sponsor, Insurer, operating as a Covered Entity as further defined in 45 CFR Section 160.103, hereby agrees to the following: (a) To not use or further disclose Protected Health Information other than as permitted or required by Law. @) To use appropriate safeguards to prevent use or disclosure of the Protected Health Information as

required by Law. (c) Upon a violation of the HIPAA privacy or security laws regulations to mitigate, to the extent practicable, any harmful effect that is known to Insurer of a use or disclosure of Protected Health Information by Insurer. (d) To report to Insurer any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware. (e) To ensure that any agent, including a subcontractor, to whom it provides Protected Health Information, signs a Business Associate Agreement.

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At the request of an Individual, provide access, in a prompt and reasonable manner consistent with the HIPAA regulations, to Protected Health Information in a designated record set pursuant to 45 CFR 164.524. (g) To make any Amendment(s) to Protected Health Information in a designated record set that an Individual directs or agrees to pursuant to 45 CFR 164.526, in a prompt and reasonable manner consistent with the HIPAA reylations. (h) To make its internal practices, books, and records, including policies and procedures relating to the use and disclosure of Protected Health Infonnation available to the Secretary in a time and manner designated by the Secretary, for purposes of the Secretary determining Insurer's compliance with the Privacy Rule.

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(i) To document disclosures of Protected Health Information and information related to such disclosures in order to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528.

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To provide an Individual an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528,in a prompt and reasonable manner consistent with the HIPAA regulations.

(k) To satisfy all applicable provisions of the HIPAA standards for electronic transactions and code sets, also known as the Electronic Data Interchange (EDI) Standards, at 45 CFR Part 162. Insurer requires that any agent, including a subcontractor, that conducts standard transactions on its behalf, will comply with the ED1 Standards. (1) To determine the Minimum Necessary type and amount of PHI required to perform its services and comply with 45 CFR 164.502(b)and 514(d). (m) To provide Plan Sponsor, upon request and receipt of required documentation, all information allowable under the HIPAA privacy laws and regulations. 3.0 Permitted or Required Uses and Disclosures by Business Associate

General Use and Disclosure. Insurer uses Protected Health Information only to carry out its legal responsibilities and as otherwise permitted by Law.

4.0 Confidentiality Under State Law (a) In addition to the HIPAA privacy reqnirements, Insurer agrees to observe the confidentiality requirements of section 110.123 (9),Florida Statutes. In general, the referenced statute provides that patient medical records and medical claims records of state employees, former state employees, and their covered dependents are confidential and exempt from the provisions of section 119.07 (I), Florida Statutes, known as the public records law of the State of Florida. Any person who willfully, knowingly, and without authorization discloses or takes data, programs, or supporting documentation, commits an offense in violation of section 815.04, Florida Statutes. Confidentiality requirements protect more than unlawful disclosure of documents. The confidentiality requirements protect the disclosure of all records and information of Plan Sponsor, in whatever form, including the copying or verbally relaying of confidential information unless otherwise allowable by law. @) Receipt of a Subpoena. If Insurer is served with a subpoena requiring the production of Plan Sponsors records or information, Insurer shall contact the Department of Management Services, Office of the General Counsel, (850) 487-1082.

A subpoena is an official summons issued by a court or an administrative tribunal, which requires the recipient to do one or more of the following: a. Appear at a deposition to give sworn testimony, and may also require that certain records be brought to be examined as evidence. b. Appear at a hearing or trial to give evidence as a witness, and may also require that certain records be brought to be examined as evidence. c. Furnish certain records for examination, by mail or by hand-delivery. (c) Employees and Agents. Insurer acknowledges that the confidentiality requirements herein apply to all its employees, agents and representatives. Insurer assumes responsibility and liability for any damages

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or claims, including state and federal administrative proceedings and sanctions, including costs and attorneys' fees, resulting from the breach of the confidentiality requirements of this Agreement 5.0 Term

Ternz. The Term of this Agreement shall be effective as of-J%y45+83, and shall terminate on December 31, 2010. The retention and destruction of Plan Sponsor's PHI upon termination of the Group Dental Business Insurance Contract and this agreement will be conducted in a manner commensurate with the Plan Sponsor's data retention policy and all legal and regulatory document retention requirements, 1

Part I1 - Security Agreement 6.0 Security

WHEREAS, Insurer and Plan Sponsor agree to also address herein the applicable requirements of the Security Rule, codified at 45 Code of Federal Regulations ("C.F.R.") Part 164, Subparts A and C, issued pursuant to the Administrative Simplification provisions of Title 11, Subtitle F of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA-AS"), the parties agree: (a) Security of Electronic Protected Health Information. Insurer has developed, implemented, and maintained, administrative, technical, and physical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic Protected Health Information (as defined in 45 C.F.R. 5 160.103) and Insurer creates, receives, maintains, or transmits EPHI consistent with the Security Rule. @) Reporting Security Incidents. Insurer will report to the Plan Sponsor, as soon as practicable, any incident of which it becomes aware that is (1) a successful unauthorized access, use or disclosure of the Plans Sponsor's Electronic Protected Health Information; or (2) a successful major (a) modification or destruction of the Plan Sponsor's Electronic Protected Health Information or @) interference with system operations in an information system containing the Plan Sponsor's Electronic Protected Health Information. Upon the Plans' request, Insurer will report any incident of which Insurer becomes aware that is a successful minor (a) modification or destruction of the Plans' Electronic Protected Health Information or @) interference with system operations in an information system containing the Plans' Electronic Protected Health Information.

(c) Conflicts. The provisions of this Section 6 will override and control any conflicting provision of this agreement. Part I11

(a) Regulatoiy Refrences. A reference in this Agreement to a section in the Privacy Rule or the Security Rule means the section as in effect or as amended, and for which compliance is required. @) Ainendment, Upon the enactment of any law or regulation affecting the use or disclosure of Protected Health Information, Standard Transactions, the security of Health Information, or other aspects of HIPAA-AS applicable or the publication of any decision of a court of the United States or any state relating to any such law or the publication of any interpretive policy or opinion of any governmental agency charged with the enforcement of any such law or regulation, either party may, by written notice to the other party, amend this Agreement in such manner as such party determines necessary to comply with such law or regulation. If the other party disagrees with such Amendment, it shall so notify the first party in writing within thirty (30) days of the notice. If the parties are unable to agree on an Amendment within thirty (30) days thereafter,then either of the parties may terminate the Agreement on thirty (30) days written notice to the other party.

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(c) Survival. The respective rights and obligations of Insurer under Section 7.0 of this Agreement shall survive the termination of this Agreement. (d) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Plan Sponsor to comply with the confidentialityrequirements of the State of Florida, including section 110.123 (9), Florida Statutes. (e) Governing Law, This Agreement shall be governed by and construed in accordance with the laws of the state of Florida to the extent not preempted by the Privacy Rules or other applicable federal law.

(0 The laws of the State of Florida shall apply to the interpretation of this Agreement or in case of any disagreement behveen the parties; the venue of any proceedings shall be the appropriate federal or state court in Leon County, Florida. For: Department of Manag

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State of Florida -.Dental Contractor Performance Guarantees

Monthly system eligibility updating.

ID cards mailed to subscribers as a result of annual open enrollment elections.

ID cards mailed to subscribers as a result of elections occurring at times other than annual open enrollment.

will be loaded within five (5) business time elapsing between the time the reconciled annually. days of receipt. annual open enrollment eligibility file is received and when the information is loaded into the Contractor's system. Monthly eligibility will be updated Measured in days as the amount of Measured, reported, and within two (2) business days of time elapsing between the time a assessed quarterly. receipt. Reconciled annually. monthly eligibilityfile is received and when it is updated in Contractor's system. Cards will be distributed to a Measured as a percentage of the Measured, reported, and minimum of 90% of subscribers by reconciled annually. total number of ID cards to be mailed as a result of open December 20, for those members whose enrollment information is enrollment eligibility updates and additions. receivedfrom the State, by December 1, preceding the January 1 start date, for each contract year. Cards will be distributed to 100% of Measured as a percentage of the Measured, reported, and subscriberswithin five (5) business total number of ID cards to be assessed quarterly. Reconciledannually. mailed as a result of monthly days of receipt of enrollment eliaibilitv uodates and additions. I information. I

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Customer Service -Average speed to answer.

I~inetyfivepercent (95%) of incomingl~easuredas the percentage of all I~easured.reported, and member services cal~swill be assessed calls answered on a quarterly answered by a member services basis. Reconciled annually. representativein an average of 30 seconds or less, when measured from the time a call is received into the phone system to when a live member services representative Janswersthe phone.'(~xcludesIVR) '-

over the five (5) business day standard.

$10,000 for each day or portion thereof over the two (2) business day standard.

$25,000 for each percentage point or portion thereof below standard.

$25,000 for each percentage point or portion thereof below standard. I

($10,000 for each second or portion thereo over the 30 second standard.

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Customer Service - Percent of calls abandoned.

Customer Service - Percent of calls blocked.

Customer Service -Written inquiries.

Customer Service - Percent of telephone inquiries responded to within 5 business days.

l ~ h oercentaae e of member service calls received that are terminated by la .o a i i o.a n t iefore a live person lanswers will not exceed 3%. l ~ h percentage e of member service calls received that are systematically blocked will not exceed 0%.

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l~easuredas the oercentaae of all IMeasured.. reoorted. and calls answered on a quarterly assessed quarterly. lbasis. Reconciled annuallv.

1S2.500 for each oercentaae ooint or oortion Ithereof above the standaFd. '

l~easuredas the percentage of all IMeasured, reported, and assessed quarterly. calls answered on a quarterly basis. Reconciledannually.

1$5,000 for each percentage point or portion thereof above the standard.

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The average percentage of written Quarterly internal audit performed inquiries received will be 99% on written inquiries. responded to in 21 calendar days. The average percentage of telephone Measured as the percentage of all inquiries received will be 99% member service calls answered on responded to in five (5) business a quarterly basis. days.

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Measured, reported, and assessed quarterly. Reconciledannually. Measured, reported, and assessed quarterly. Reconciled annually.

$5,000 for each percentage point or portion thereof above the standard. $5,000 for each percentage point or portion thereof above the standard.

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State of Florida Dental Contractor Performance Guarantees

Overall satisfaction level conveyed by members regarding the services provided by the Contractor, stated as a percentage..

The level of overall member Contractor will conduct a Member Measured, reported, and satisfaction, with services provided by Satisfaction Survey on an annual reconciled annually. the Contractor, as measured annually basis. This survey is conducted by a State approved Member using a mutually agreed upon Satisfaction survey, will be equal to or scorecard survey-type instrument, greater than 90%. and specific results and comments will be shared with the State. The Survey will include an Overall Satisfaction Question which reflects satisfaction with services specifically provided by the Contractor.

$25,000 if minimum standard is not met.

Clean claims processingtimelines.

Average quarterly turn-around time Quarterly internal audit performed Measured, reported, and for claims processing will not exceed on a statistically valid sample. assessed quarterly. fifteen (15) calendar days for 98% or Reconciled annually. more of all "clean" claims. Turnaround time will be measured from the date a claim is received in the claim office to the date the claim is ' processed (paid, denied or pended).

$5,000 for up to each percentage point or portion thereof below 98%.

All claims processingtimelines.

Average quarterly turn-around time Quarterly internal audit performed Measured, reported, and for claims processing will not exceed on a statistically valid sample. assessed quarterly. Reconciled annually. fifteen (15) calendar days for 90% for all claims submitted by covered members. Turn-around time will be measured from the date a claim is received in the claim office to the date the claim is processed (paid, denied or pended).

$5,000 for up to each percentage point or portion thereof below 90%.

Claims processing accuracy.

Quafterly internal audit performed Measured, reported, and Average quarterly processing accuracy as measured by the percent on a statistically valid sample. assessed quarterly. of claims processed without nonReconciled annually. financial error will be 99%. Average quarterly payment accuracy Quarterly internal audit performed Measured and reported as measured by the percent of claims on a statistically valid sample. quarterly. Reconciled without financial payment error will be annually. 97%. Average quarterly absolute value of Quarterly internal audit performed Measured, reported, and financial errors divided by the total on a.statistically valid sample. assessed quarterly. paid value of audited dollars paid will Reconciled annually. be 99%. 100% of quarterly standard Guarantee will be measured based Measured and reported management reports and 90% of on date of report delivery receipt by quarterly. Reconciled monthly management reports will be the State. annually. available within 15 days after the end of each reporting period.

$5,000 for up to eacti percentage point or portion thereof below 99%.

Claims payment accuracy.

Financial accuracy.

Management reports timeliness.

$5,000 for up to each percentage point or portion thereof below 97%.

$5,000 for up to each percentage point or portion thereof below 99%.

$25,000 for each quarter for which the Contractor fails to meet the guarantee.

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State of Florida Dental Contractor Performance Guarantees