Request for Proposals Payment and Program Management Software

Platform

RFP-26-00210

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IMPORTANT! PLEASE READ CAREFULLY BEFORE SUBMITTING PROPOSAL

SOLICITATION TYPE: Competitive Sealed Proposals

SOLICITATION NUMBER: RFP-26-00210

SOLICITATION TITLE: Payment and Program Management Software Platform

BRIEF DESCRIPTION: The Hillsborough County Board of County Commissioners (County) is seeking competitive sealed proposals from experienced and qualified contractors with a proven and documented track record of providing a cloud-based payment and program management software solution for a three (3) year period.

DUE DATE & TIME: May 1, 2026, 2:00 P.M. Eastern Time (our clock)

ISSUING DEPARTMENT DIRECTOR:

The Director of Procurement is considered the issuing department director for the purpose of Section 2-567(c) of the Hillsborough County Procurement Protest Policy and Procedures Ordinance.

PROPOSAL SUBMISSION: The County will only accept proposals submitted through its electronic bidding system (Euna Procurement). Proposals that are submitted or delivered by non-electronic means (hard-copy paper), facsimile, electronic mail (e-mail), electronic file, or means other than through the County's electronic bidding system (Euna Procurement) will not be accepted or considered. Please visit our vendors webpage (hcfl.gov/vendors) for information regarding vendor registration, electronic bid submission, procurement opportunities, and other important resources.

TIMELINESS: To preserve the integrity of the competitive sealed proposal process, proposals submitted after the due date and time listed above, unless otherwise amended, cannot and will not be accepted. Please do not wait until the last minute, hour, or day to submit your proposal, as you may encounter technical difficulties or issues that cannot be resolved before the due date and time. When preparing to submit your proposal, please read and follow all instructions regarding formatting and other details related to the form(s) to be used. Again, please do not wait until it’s too late for assistance. We value and need your participation, so the last thing we want is for you to miss this opportunity.

QUESTIONS: ● Questions regarding technical difficulties or errors encountered while submitting proposals through Euna Procurement must be directed to

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Euna Procurement Support at 1-844-226-3862 or support.bonfire@ eunasolutions.com.

● Questions regarding the specifications or solicitation document must be directed to Procurement Services using the “messages” section in Euna Procurement for this particular procurement.

● To be given consideration, such requests must be received no later than 14 calendar days after the date of Solicitation issuance in Euna Procurement, site visit, or pre-proposal conference, whichever is later.

● Questions regarding vendor registration, training, or general questions must be directed to the Supplier Engagement Team at (813) 272-5790 or iSupplier@HCFL.gov.

CONE OF SILENCE: A Cone of Silence is in effect for this procurement; therefore, no proposer, interested party and/or their principals, officers, employees, attorneys, or agents shall communicate with County employees, the Hearing Master assigned to hear the applicable protest appeal and/or members of the Board of County Commissioners, including their aides and employees regarding this procurement and/or a related protest, except as otherwise provided in the Hillsborough County Procurement Protest Policy and Procedures Ordinance. The Cone of Silence does not prohibit a proposer from communicating with the Director of Procurement, staff in the Procurement Services Department, or the County’s attorney assigned to this procurement. Violating the Cone of Silence may disqualify the proposer from consideration for award. Please refer to the Instructions for complete details about the Cone of Silence.

INSURANCE: Insurance coverage is required for this procurement. Please see RFP-26-00210 Insurance Requirements Attachment and Special Terms and Conditions.

SURETY (BONDS): Proposal, performance, and/or payment surety is not required for this procurement.

E-VERIFY: The Department of Homeland Security's Image Program and E-Verify apply to this procurement. Please see General Terms and Conditions for complete details and requirements.

DIGITAL ACCESSIBILITY COMPLIANCE:

Any and all information and communications technology developed, provided, procured, maintained, or otherwise made available under this Contract and intended for public access or use, shall comply with various accessibility standards. Please see General Terms and Conditions for complete details and requirements.

mailto:support.bonfire@eunasolutions.com mailto:support.bonfire@eunasolutions.com mailto:iSupplier@HCFL.gov https://library.municode.com/fl/hillsborough_county/codes/code_of_ordinances,_part_a?nodeId=HICOCOORLA_CH2AD_ARTVIPR_DIV3HICOPRPRPOPR_S2-562TI https://library.municode.com/fl/hillsborough_county/codes/code_of_ordinances,_part_a?nodeId=HICOCOORLA_CH2AD_ARTVIPR_DIV3HICOPRPRPOPR_S2-562TI

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1. SPECIFICATIONS

1.1. Scope

1.1.1 The Hillsborough County Parks and Recreation Department (PRD) and the Conservation and Environmental Lands Management Department (CELM), hereafter referred to as Departments, seek to establish a contract with an experienced and qualified contractor with a proven and documented track record of providing a cloud-based payment and program management software solution for a three (3) year period.

1.1.2 The solution will support, but is not limited to, fiscal and operational transaction processing, reporting, and management; internal and customer-facing user access; and comprehensive program and facility management. Functional areas include parks, recreation, athletics, league management, facilities and equipment, permitting, camping, passes, ticketing, concessions, kiosk-based (in-person or unmanned) transactions, and after-school, summer, and general activity programming and classes.

1.1.3 The Departments are seeking a solution, which will encompass all objectives and integrate with Network Interface Card (NIC) and/or PayPal Services, to support their growing fiscal, operational, and community needs.

1.2. Background

1.2.1 Hillsborough County is located in West Central Florida with a population of over 1.5 million residents. The PRD effectively manages 3,236 acres of natural resources which feature 167 parks, 118 playgrounds, 54 recreation centers, 47 athletic complexes, 223 sports fields, 10 dog parks, 6 cemeteries, 3 arts and cultural centers, and 5 splash pads.

These parks provide an economic significance of $49,615,000.00 in increased property values and $435,778.00 annually in ecosystem services. The CELM manages 32 nature preserves, 18 conservation parks, and nine (9) boat ramps. The Conservation Parks welcome over two (2) million visitors annually and more than 105,000 campers are hosted annually.

1.2.2 The Departments are currently using RecTrac by Vermont Systems (VSI) to manage their fiscal and operational needs for programming, rentals, and leagues. The Departments are currently housed in the same database. The Departments are looking for a solution where they can be housed in separate databases as they have different needs and requirements.

1.2.3 The Departments have a $67 million operating budget, over 120,000 customer accounts, generate over $6 million in revenue, and provide hundreds of programs at no cost. Both cost and no cost programming are tracked in RecTrac to allow for registration management, safety, and statistical analysis.

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1.2.4 The Departments are seeking proposals for cloud-based software and demonstrations to assist the County in replacing its current parks and recreation software application.

1.2.4.1 The County does not utilize any device provided by or sold by RecTrac/VSI. RecTrac/VSI hosts the County’s data and provides the County access to it via the internet. There is no hardware involved in the way County staff or customers use the software created and hosted by the vendor. County staff accesses the software utilizing County computers.

1.2.4.2 The County does not process payments over the County network.

Specifically, for PRD, there are four (4) iPad tablets that access the internet via cellular connections specific to each iPad. The PRD has utilized this model for many years.

1.3. Applicable Publications and Terminology

1.3.1 The following publication(s) of the issue in effect on date of this solicitation, forms a part of this specification:

1.3.1.1 Payment Card Industry Standards

https://www.pcisecuritystandards.org/

1.3.2 The following terminology of the issue in effect on date of this solicitation, forms a part of this specification:

1.3.2.1 “PCI” shall mean Payment Card Industry.

1.3.2.2 “NIC” shall mean Network Interface Card.

1.3.2.3 “App” shall mean Application, a type of software program designed to perform specific tasks on smartphones, tablets, computers, or other electronic devices.

1.4. Minimum Qualifications

1.4.1 The Bidder/Proposer or principal thereof shall demonstrate recent experience in providing substantially similar services.

1.5. Minimum Requirements

1.5.1 The Contractor’s Solution shall perform specific and separate implementations for the PRD and the CELM Departments.

1.5.2 The Contractor’s Solution shall meet, at a minimum, the following:

https://www.pcisecuritystandards.org/

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1.5.2.1 A cloud-based platform that makes the program accessible on any device through internet connection.

1.5.2.1.1 All devices noted are utilized by staff and customers to process transactions, provide customer service, and process payments: desktop computer, iPad/tablet, credit card pin pad, and smartphone.

1.5.2.1.2 The solution shall integrate and be functional, at a minimum, to include the following browsers: Chrome, Microsoft Edge, and Firefox.

1.5.2.2 Vendor-provided support representatives, based in the United States, who are accessible during the departments’ hours of operations via phone, chat and/or Microsoft Teams, and have expert knowledge about the product and its use from both a departmental and customer perspective.

1.5.2.2.1 The Contractor shall provide support seven (7) days per week, 8:00am - 5:00pm Eastern Standard Time, including holidays. Additional live support agents shall be available outside of normal operating hours.

1.5.2.3 Fiscal and operational transaction processing, reporting, and management.

1.5.2.4 Internal and customer facing user access.

1.5.2.5 Ability to process over 200,000 transactions worth over $6 million annually for:

1.5.2.5.1 Registration, payment collection, transferring, refunding and management of parks, recreation, athletics, leagues, facilities, equipment, sports complexes, afterschool and summer programming, general activity programming and classes, permitting, pass purchases, ticket sales, concessions, and inventory management.

1.5.2.5.2 Installment billing, childcare statement generation (federal tax reporting), document tracking, management, etc.

1.5.2.5.3 Kiosk and credit card pin pad mode for in person/unmanned and point of sale processing for in-person events, classes, tickets, etc.

1.5.2.6 Create registration rules based on age, previous purchases, times, and dates.

1.5.2.7 Contractor provided increased bandwidth for special high volume registration periods to prevent customer delays.

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1.5.2.8 Registration waiting rooms and lottery options for high volume registrations.

1.5.2.9 Customer and staff mobile device integration through Vendor Web App that is usable on phones, tablets, etc.

1.5.2.10 Online camping/camp site registrations.

1.5.2.11 Access control – swipe cards that can initiate door open, unlock, and close.

1.5.3 Software functionality shall include, but not be limited to:

1.5.3.1 Modern and user-friendly customer interface that provides seamless registration, payment processing and tracking of data, proficient/precise data collection, and accessible reporting within various exporting options, such as Microsoft Excel.

1.5.3.2 Creating export files for Oracle Cloud upload in line with Generally Accepted Accounting Principles

1.5.3.3 Sound fiscal programming as to not have glitches or inconsistencies in financial reporting or transaction processing. Financial reports shall always be reconciled without deviation.

1.5.3.4 A payment portal that shall be Payment Card Industry (PCI) compliant, in-line with County standards, compliant with County Vendor Security requirements and compatible with Network Interface Card (NIC) and/or PayPal Services.

1.5.3.5 Provide various communication methods to contact customers through the software such as email, text message, surveys, audio message and message tracking.

1.5.3.6 Provide comprehensive, manageable, innovative billing capabilities including automated installment billing, section/session bulk cancellations, bulk refunds, etc.

1.5.3.7 Capacity to handle large amounts of data and custom report creation by staff for various needs real time

1.5.3.8 An App and interface that is modern, all-in-one management platform offering intuitive self-check-in, attendance tracking, roster management, and league registration designed for seamless navigation for both staff and users.

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1.5.3.9 Successful handling of customer initiated online registrations and payments at the rate of 1,000 in a three (3)-minute time span with 100% success rate repetitively with more than one (1) government client.

1.5.4 The Contractor shall provide the solution in accordance with the requirements of this solicitation.

1.5.4.1 The Contractor shall reach out and coordinate with the County Project Manager or Designee regarding delivery and completion requirements.

1.5.4.2 The Contractor shall use onsite and/or remote work, as appropriate, to support the implementation of this project. All associated costs, including travel, shall be all inclusive in the Proposer’s cost proposal.

1.5.4.3 PCI compliance and compliance with any/all Hillsborough County Vendor Security requirements.

1.5.5 The Contractor shall provide the following:

1.5.5.1 Comprehensive training for designated administrators to ensure proficiency across all system features, enabling them to lead internal staff

1.5.5.2 In-depth training on canned and custom reporting.

1.5.5.3 Train backend staff and supervisors on end-to-end payment processing, transaction management, and the use of reporting tools.

1.5.5.4 End user training on transaction processing workflows.

1.6. Instructions to Proposers

1.6.1 The Proposer shall submit a comprehensive Proposal that meets or exceeds the minimum requirements of this solicitation. The Proposer’s response shall include the following:

1.6.1.1 An Executive Summary as an attachment, which shall include:

1.6.1.1.1 Cover Page

1.6.1.1.2 Name and title of the Proposer’s contact representative for the County, as well as the name and title of the engagement manager, if different from the contact representative.

1.6.1.1.3 Proposer’s address

1.6.1.1.4 Proposer’s phone number

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1.6.1.1.5 Proposer’s website link

1.6.1.1.6 Organizational chart identifying the functions and reporting relationships of key people.

1.6.1.1.7 Proposer’s history, date established, overview, and organizational profile.

1.6.1.1.8 Documented experience implementing solutions for

organizations substantially similar in scope and size to Hillsborough County.

1.6.1.2 The Proposer shall submit, as a separate attachment, a minimum of three

(3) client references, documenting qualifications and experience, to include:

1.6.1.2.1 Client Name

1.6.1.2.2 Contact Name and Title

1.6.1.2.3 Contact Email

1.6.1.2.4 Contact phone number

1.6.1.2.5 Project Title

1.6.1.2.6 Brief description of the project and the implementation date

1.6.1.3 The Proposer’s Solution Details, as a separate attachment, to include, but not limited to, Solution name, features, accessible reporting within various exporting options, brochure(s), and integration format and layout, documenting how the Solution meets or exceeds the requirements of this solicitation.

1.6.1.4 An Implementation Plan, as a separate attachment, that guides the process, minimizes risks and achieves successful outcomes that meet the needs of the County, minimizes disruptions, and provides a smooth transition.

1.6.1.5 A Training Plan, as a separate attachment, to include a full description of the standard training offered by the firm for the product proposed.

1.6.1.5.1 Technical/Customer Support Information

1.6.1.5.2 Report samples, and other literature/information, such as samples payment receipts, detailed transaction reports, calendars, and class rosters.

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1.6.1.6 The Proposer shall complete, and submit as a separate attachment, one

(1) of the County’s security questionnaires that pertains to your product offered:

1.6.1.6.1 Exhibit 1 - Vendor Security & Compliance Questionnaire – Outsource

1.6.1.6.2 Exhibit 2 - Vendor Security & Compliance Questionnaire – Software Product

1.6.1.6.3 Exhibit 3 – AI Security Questionnaire

1.6.1.7 Cost

1.6.1.7.1 The Proposer shall submit, as a separate attachment, a cost proposal for the overall cost of the initial contract term, including detailed pricing for professional services for implementation, testing and training, support services, and software solution subscriptions for years one (1), two (2), and three (3). Any other costs associated with the proposed solution shall also be included to reflect the overall cost to the County.

1.6.1.7.2 The Proposer shall submit, the Implementation Phase Milestones, with a cost breakdown for progress payments, to include work activities/events to cover the three (3) main phases of the project:

1) Implementation, 2) Testing, and 3) Training.

1.6.1.7.2 Progress payments will be made to the awarded Contractor based upon the services completed per the Implementation Phase Milestones.

2. SPECIAL TERMS AND CONDITIONS

2.1 Evaluation/Selection Process

2.1.1 The County will review and evaluate all Proposals submitted in response to this Solicitation Document. The evaluation process is designed to award the Contract to the Proposer with the best combination of attributes as demonstrated in the Proposal scores.

Scores are based on the evaluation of the information contained in Proposer's Proposal which include, but is not limited to, Proposer's responses to the questions set forth in the Requirements Section of this Solicitation Document and any corresponding attachments including a brief description of methodology, qualifications, experience, and the cost of the Services/Work.

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2.1.2 Evaluation Procedures

The evaluators will consider how well the Proposer's Proposal meets the needs of the County as described in the Proposer's response to each question in this Solicitation Document. It is important that the responses be clear and complete so that the evaluators can adequately understand all aspects of the response. Please follow all instructions carefully. The Proposal should be submitted according to the instructions/outline specified in this Solicitation Document. A Proposal that fails to follow these instructions may be considered unacceptable and may be eliminated from further consideration.

2.1.2.1 Based on information acquired through the Proposer's responses and the responses of references (if applicable), the County will award a preliminary score to each Proposal.

2.1.2.2 Based on the preliminary scores, the County may request that the top scoring Proposers conduct an oral presentation and/or submit a Best and Final Offer that may include revisions to Technical Approach, Integration, and/or Cost.

Be advised that the evaluators may revise the preliminary scores based on the oral presentations (if applicable), reference inquiries, other information obtained through the County's investigations of past performance and/or submissions of Best and Final Offers (if applicable).

2.1.3 Scoring/Weighting of Questions

The scoring/weighting of Proposals will be accomplished utilizing the evaluation criteria identified in the following table:

Award Criteria Point Value Proposer’s Experience, Quality of the Proposed System and its ability to achieve the County's objectives. 50

Proposer's Organization Qualifications. 25 Proposer's understanding of the scope and objectives, technical approach and work plan presented.

Cost 10 Total Possible Points: 100

2.1.3.1 Proposed Fee/Cost Proposal Scoring: Points awarded for this portion of the Solicitation Document will be based upon the following formula: (Lowest Cost Proposal/Other Proposer’s Offered Cost) x Maximum Points = Score

2.1.3.2 The County reserves the right not to award the Contract to the Proposer with the lowest Quote/Cost.

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2.2 Insurance, Contractor

See RFP-26-00210 Insurance Requirements Attachment

2.2.1 No work for the County shall commence or occupancy of any of its property take place until the required Certificates of Insurance and copies of the policies, if requested, are received by the County and written Notice to Proceed is issued to the Contractor by the County.

2.2.2 The insurance coverages and limits required of the Contractor under the Contract Documents are designed to meet the minimum requirements of the County. They are not designed as a recommended insurance program for the Contractor. Contractor shall be responsible for the sufficiency of its own insurance program. Should the Contractor have any questions concerning its exposure to loss under the Contract Documents or the insurance coverages needed therefore, it should seek professional assistance.

2.2.3 If the insurance coverage initially provided by the Contractor is to expire prior to completion of the Work, renewal Certificates of Insurance shall be furnished to the County the ten (10) Days prior to expiration of current coverages.

2.2.4 Should the Contractor fail to maintain the insurance coverages required by the Contract Documents, the County may, at its option, either terminate this Agreement for default or procure and pay for such coverage, charge the Contractor for and deduct the costs of the same from payments due the Contractor. A decision by the County to procure and pay for such insurance coverage shall not operate as a waiver of any of its rights under the Contract Documents.

2.2.5 Failure of the Contractor to submit the required Certificates of Insurance within the times required by this Section may result in a delay in issuing the Notice to Proceed. The parties specifically agree that such a delay is neither excusable nor compensable and will not entitle the Contractor to a change in the Contract Price or Time.

2.3 Jessica Lunsford Act

2.3.1 Non-instructional school district employees or contractual personnel who are permitted access on school grounds when students are present, must meet level 2 screening requirements as described in Florida Statutes Section 1012.32 and Section

1012.465. The Act focuses primarily on increasing the measures used to monitor sexual offenders or predators. However, part of the Act is specifically related to individuals with access to school district campuses. Hillsborough County Children Services, Head Start facilities and Park sites that serve the School Board have adopted this as policy.

2.3.2 Contractual personnel shall include any vendor, individual, Contractor, Sub- Contractor, or entity under contract with the school board or in this case Hillsborough County who work or may work in a child occupied area or space. The Contractor shall pay

RFP-26-00210 Page 12 all costs associated with meeting the level 2 requirements. Be advised that this process may take up to thirty (30) Days.

2.4 Information Technology

2.4.1 Software Licensing Provisions

2.4.1.1 Unless otherwise proposed, the Standard Software Licensing Provisions below shall apply. Proposers may include their firms' licensing provisions as an alternative to the Standard Software Licensing Provisions. Proposers are cautioned not to incorporate any terms or conditions into their proposed software license provisions other than those that are customary and/or usual or which result in a modification to their proposal. Such inclusions may result in the rejection of their Proposal in its entirety.

2.4.1.2 Scoring of Software Licensing Provisions: Software licensing provisions will be evaluated and scored by the County as follows:

2.4.1.2.1 Proposals that contain no alternative software licensing provisions: These proposals shall receive the maximum score allowed as identified within this Request for Proposal (RFP).

2.4.1.2.2 Proposals that contain alternative software licensing provisions: The County will score how closely the proposers' software license provisions match the Standard Software Licensing Provisions with more points awarded for fewer deviations.

2.4.1.3 Selection of Apparent Successful Proposer and Negotiation of Software License Provisions: The apparent successful proposer will be the vendor with the best combination of attributes as demonstrated in the solicitation scores.

2.4.1.3.1 Negotiations: If necessary, the County will enter into negotiations of the software license provisions with the apparent successful proposer in order to agree to mutually acceptable provisions.

These negotiations shall be limited to a reasonable time period. If in the County’s sole determination the negotiations exceed a reasonable time period, the County shall terminate the negotiations with the apparent successful proposer and enter into negotiations with the next highest scoring proposer.

2.4.1.3.2 Successive apparent successful proposer(s): Upon failure to negotiate mutually acceptable software license provisions, and termination of negotiations with the apparent successful proposer, the next highest scoring proposer will become the new apparent successful proposer and the County will enter into negotiations of the software

RFP-26-00210 Page 13 license provisions with this vendor as described in the previous paragraph. This process shall be repeated if necessary to obtain mutually acceptable software license provisions.

2.4.1.4 Standard Software Licensing Provisions

2.4.1.4.1 Licensed System, Services: The Contractor/Licensor (Licensor) grants and County accepts upon the terms and conditions contained herein, nontransferable license to use of "Licensed System" as herein defined and described. This Licensed System shall be used solely for the County's own purposes. The Licensed System shall include in its meaning, any improvements, additions, or modifications of the version or versions of the Licensed System which Licensor has licensed the County to use, and materials, documentation and technical information provided to County in written form and identified in the RFP, for use in connection with the Licensed System. The Licensor further agrees to perform certain services relating to the Licensed System as set forth herein.

2.4.1.4.2 Payment for Software: The County shall pay the

Contractor/Licensor the license fee in full within forty-five (45) days upon delivery of the software and receipt of a proper invoice as defined in the Hillsborough County Prompt Payment Procedures, which are on file at the Board of County Commissioners Accounting Department, County Center, 601 E. Kennedy Blvd., 12th Floor, Tampa, Florida 33602.

2.4.1.4.3 Copies: The County shall have the right to reproduce for internal use all of the Licensed System and Documentation described in RFP for its internal users, subject to the requirements on use, disclosure, and proprietary notice set forth herein.

2.4.1.4.4 Proprietary Information: To the extent authorized by Florida law, the parties agree to take reasonable steps to preserve the confidential and proprietary nature of information provided by the other party. The County shall include and shall not alter, remove or cancel, any copyright, trade secret or other proprietary notices on the Licensed System.

2.4.1.5 Warranties

2.4.1.5.1 Licensed System; Services: Licensor warrants that, on the Acceptance Date, the Licensed System furnished hereunder shall be free from significant programming errors and from defects in workmanship and materials, and shall operate and conform to the performance capabilities, specifications, functions and other descriptions and standards applicable thereto as set forth in the RFP; that, in general, the

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Licensor shall perform the services in a timely and professional manner utilizing qualified professional personnel; and that the Licensed System and service shall conform to the standards generally observed in the industry for similar Licensed Systems and services. If the Licensor allows the County to modify the source code, the County will adhere to the Licensor prescribed procedures for such modifications. The warranty shall not be invalidated if the County modifies the code in accordance with Licensor prescribed procedures.

2.4.1.5.2 Ownership; Authority: Licensor warrants that it has full power and authority to grant the rights granted by these License Provisions to County with respect to Licensed System without the consent of any other person or entity. Licensor also warrants that neither the performance of the services by Licensor nor the license to and use by County of the Licensed System and documentation, including the copying of the Licensed System and documentation, will in any way constitute an infringement or other violation of any copyright, trade secret, trademark, patent, invention, proprietary information, nondisclosure or other rights of any third party.

2.4.1.5.3 Compliance with Applicable Laws: Licensor warrants that Licensed System, its license to and use by County, and the performance by Licensor of the services, shall be in compliance with all applicable laws, rules and regulations.

2.4.1.5.4 Licensor's Fulfillment Of Warranty Obligations: If, at any time during the twelve (12) month period immediately following the Acceptance Date, Licensor or County, or both, discover any defects, errors or non-conformities in the Licensed System or any other respect in which the Licensed System fails to conform to the provisions of any warranty contained in these License Provisions, Licensor shall, at no cost to the County, promptly correct such defects, error(s) or non-conformities by, among other things, supplying the County with such corrective codes and making such additions, modifications, or adjustments to the package as may be necessary to keep the Licensed system in operating order in conformity with the warranties herein.

2.4.1.5.5 Limited Warranty: Licensor's warranties are limited to those set forth in this agreement and do not include any other express or implied warranties, including implied warranty of merchantability and fitness for a particular purpose.

2.4.1.5.6 Limitation of Liability: In no event shall Licensor be liable for any indirect, exemplary, incidental, or consequential damages arising out of or otherwise relating to the use or performance of the System or any

RFP-26-00210 Page 15 components thereof, however caused, even if Licensor has been advised of the possibility or likelihood of such damages.

2.4.1.6 Improvements; Modifications

2.4.1.6.1 Improvements, which shall mean any additions or

modifications made by the Licensor to or in the Licensed System at any time after acceptance testing in the Licensed System, that improve the efficiency and effectiveness of the basic program function(s) described in the RFP and which do not change such function(s) or create one or more new ones, shall be furnished to the County at no charge, provided the County maintains current support with the Licensor.

2.4.1.6.2 Program Changes. If, at any time after the Acceptance Date, Licensor shall develop any changes in the Licensed System which affect the basic program, function(s) of the Licensed System, or adds one or more new ones, these shall be furnished to the County at no charge, provided the County maintains current support with the Licensor.

2.4.1.7 Indemnification

2.4.1.7.1 Licensor agrees to defend, indemnify, and shall hold harmless County, its employees and agents from and against any claim, suit, demand, or action alleging that the System or any component thereof infringes a U.S. patent or copyright, or any Trade Secret, or any other intangible property rights of any third party.

2.4.1.7.2 If a third-party claim seriously endangers or disrupts County's quiet enjoyment and use of the Licensed System, Licensor shall:

2.4.1.7.2.1 replace the Licensed System, at no additional charge, with a compatible, functionally equivalent and non-infringing product, or

2.4.1.7.2.2 modify the Licensed System, without additional charge, to avoid the infringement, or

2.4.1.7.2.3 if approved by the County, obtain a license for the County to continue the use of the Licensed System for the term of these License Provisions and pay all additional fee(s) necessary to acquire such license up to $1,500,000.00.

2.4.1.8 Source Code: Upon the occurrence of a Source Code Delivery Event, Licensor shall deliver to County a full and complete set, for the most current version of each of the Computer Program(s), of source code on computer magnetic media; all necessary and available information, proprietary

RFP-26-00210 Page 16 information, and technical documentation that shall enable County to create, maintain and/or enhance the licensed material without the aid of Licensor or any other person or reference to any other materials; maintenance tools (test programs and program specifications); proprietary or third-party systems utilities (compiler and assembler descriptions); description of the system/program generation; and descriptions and locations of programs not owned by Licensor, but required for use and/or support. The license granted hereunder includes the right, exercisable upon such delivery, to use such materials for purposes of County's providing internally, or procuring from Permitted Contractors, such maintenance and support as County may require with respect to the Computer Program(s) and, as incident thereto, to copy and modify the Computer Program(s) in support of the authorized uses of the Computer Program(s).

For purposes of these Provisions, "Source Code Delivery Event" means the combination and completion of the following:

2.4.1.9 County encounters Licensor's inability or failure to correct material error(s) in the Computer Program(s) for any reason, or otherwise to carry out in any material respect the maintenance or support obligations set forth in these Provisions for any reason; or

2.4.1.10 Licensor files a petition in bankruptcy or petition to take advantage of any insolvency action, makes an assignment for the benefit of its creditors, consents to the appointment of a receiver for itself or the whole or substantially all of its property, is adjudicated a bankrupt on a petition in bankruptcy filed against it, files a petition or answer seeking reorganization or arrangement or other aid or relief under any bankruptcy or insolvency laws for the relief of debtors, or is the subject of an order, judgment, or decree entered by a court of competent jurisdiction appointing a receiver for Licensor or the whole or substantially all of its property, or approval of a petition filed against Licensor or the whole or substantially all of its property, or approval of a petition filed against Licensor seeking reorganization or arrangement of Licensor under any bankruptcy or insolvency laws or any other law for the relief of debtors; and

2.4.1.10.1 The County has notified Licensor by certified mail of the occurrence of such an event described above and has demanded that Licensor deliver the Source Code for all Computer Program(s); and Either:

2.4.1.10.2 Licensor has failed to file, within ten (10) Days after receipt of such notification, an affidavit, or declaration with County by an officer of Licensor stating that the event described in item (1) and specified in such notification has not occurred or has been cured; or

2.4.1.10.2.1 an affidavit or declaration stating that such event has not occurred or has been cured is filed, either.

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2.4.1.10.2.2 Licensor subsequently accepts County's demand

notwithstanding Licensor's prior opposition, or

2.4.1.10.2.3 a court of competent jurisdiction subsequently determines that an event described in item (1) above has in fact occurred and has not been cured.

2.5 Optional Provision for Other Agencies

Unless otherwise stipulated by the Bidder/Proposer in its Offer, the Bidder/Proposer agrees to make available to all government agencies, departments, and municipalities the Offer prices submitted in accordance with the terms and conditions of this Solicitation Document, should any governmental entity desire to buy under the Contract resulting from this Solicitation Document.

2.6 Purchase Order/Contract

By submitting an Offer, the Bidder/Proposer declares that it understands and agrees that Bidder’s/Proposer’s Offer in addition to the Specifications, the Instructions, the General Terms and Conditions, the Special Terms and Conditions, the Insurance and Bond requirements, any Amendment(s) issued and all applicable attachments to this Solicitation Document shall become a valid contract between the County and the Contractor upon approval of the contract award by the Board of County Commissioners (if applicable), upon approval of the contract award by the County Administrator (if applicable), or upon the County’s issuance of a Contract Purchase Agreement, Blanket Purchase Agreement, or Purchase Order, whichever occurs sooner.

2.7 Contract Period for Term Contract

The Contract resulting from this Solicitation Document will be in effect for a three (3)-year period (ending on the last Business Day of the final month) from the effective date of the Contract as established by the County’s Blanket Purchase Agreement (BPA) or Contract Purchase Agreement

(CPA).

2.8 Estimated Quantities

Quantities given represent the best estimate for use and shall be the basis for award. However, these quantities are not intended to represent actual requirements, which are not known at this time and may vary during the Contract Period. The County does not guarantee a minimum total purchase. Furthermore, the requirements of the County may exceed best estimates and the Successful Bidder/Proposer shall provide such requirements to the extent they are reasonable.

2.9 Hillsborough County Governmental Purchasing Council: Reference Laws of Florida 69-1112 and 69-1119

All Offers received by the County in response to this Solicitation Document shall be considered as Offers to members of the Hillsborough County Governmental Purchasing Council. Members, at their discretion, may utilize the Contract that results from this Solicitation Document. Members

RFP-26-00210 Page 18 may purchase the goods, Services and/or Work under the same terms and conditions as the Contract between the Contractor and the County. Members will issue their own purchase orders, issue payments, and coordinate the service locations with the Contractor, as applicable. The Hillsborough County Governmental Purchasing Council consists of the following agencies:

Children’s Board of Hillsborough County City of Plant City City of Tampa City of Tampa Housing Authority City of Temple Terrace Clerk of the Circuit Court Expressway Authority Hillsborough Area Regional Transit Authority Hillsborough County Aviation Authority Hillsborough County Board of County Commissioners Hillsborough Community College Hillsborough County School Board Hillsborough County Sheriff Property Appraiser State Attorney’s Office Supervisor of Elections Tampa Palms Community Development District Tampa Port Authority Tampa Sports Authority Tax Collector

2.10 Ordering

The County shall issue a Blanket Purchase Agreement (BPA) or Contract Purchase Agreement (CPA) to cover any goods, Services and/or Work to be furnished under this Contract. The County user departments will then issue Standard Purchase Orders against the BPA/CPA on an as-needed basis. The Successful Bidder/Proposer shall deliver the applicable goods, Services and/or Work only upon receipt of a Standard Purchase Order. No goods, Services and/or Work are to be provided until a Standard Purchase Order is issued. However, any Standard Purchase Order issued PRIOR to the end of the Contract Period shall be completed, invoiced, and paid after the expiration of the Contract. Orders shall be issued only during the Contract Period. The County reserves the right to modify the delivery location(s) identified throughout the Contract Period.

2.11 Termination for Convenience

In the event the County elects to terminate the Contract, the County shall provide the Contractor with notice of termination in writing by electronic and/or certified mail. The County shall pay the Contractor for any accepted goods, Services and/or Work provided by the Contractor to the County prior to the Contractor’s receipt of said termination notice.

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3. DEFINITIONS

The following words and expressions (or pronouns) shall, wherever they appear in this Solicitation Document and the Contract Documents, be construed as follows unless a different meaning is clear from the context.

3.1 Agreement

"Agreement" shall mean the written agreement between the County and the Contractor covering the goods and/or Services to be provided and/or the Work to be performed pursuant to this Solicitation Document. The Agreement (if one is required for this particular Solicitation Document) will be attached to and made a part of the Contract Documents.

3.2 Amendment(s), Addendum, or Addenda

"Amendment(s)", "Addendum", or "Addenda" shall mean the additional information and/or requirements concerning this Solicitation Document that are issued by the County, in writing, prior to the Close Date.

3.3 Bid(s), or Bidder's Bid

"Bid(s)", "Bidder’s Bid”, "Proposal(s)", or "Quote(s)" shall mean the offer, bid, proposal, or quote of the Bidder/Proposer submitted on the prescribed forms setting forth the prices for the Work to be performed, along with all other documents submitted by the Bidder/Proposer in response to this Solicitation Document.

3.4 Bidder

"Bidder" or "Proposer" shall mean any person, partnership, corporation or other entity or organization submitting a Bid, Proposal, or Quote to provide the goods, Services and/or Work solicited by the County in this Solicitation Document.

3.5 Blanket Purchase Agreement (BPA)

“Blanket Purchase Agreement (BPA)” shall mean the County’s written document to the Contractor stating the products/Services/Work to be provided, the pricing for said products/Services/ Work, the effective dates for the provision of said products/Services/Work, and any additional terms and conditions of the Contract, if applicable.

3.6 Board of County Commissioners

"Board of County Commissioners" shall mean the Board of County Commissioners of Hillsborough County, Florida.

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3.7 Bond

"Bond" or "Earnest Money Deposit (EMD)" shall mean bid bond, performance bond, and/or payment bond and other instruments of security furnished by the Bidder/Proposer/Contractor and its Surety in accordance with this Solicitation Document and/or the Contract Documents.

3.8 Business Day(s)

“Business Day(s) "shall mean Monday through Friday excluding public holidays.

3.9 Change Order

“Change Order” shall mean a written order or alteration to a Contract or Purchase Order signed by the appropriate County and Contractor authority directing an addition, deletion, or revision in the provision of the goods and/or Services or an adjustment in the Contract Price and/or Contract Time.

3.10 Close Date

"Close Date" shall mean the date and time set for delivery to the County of all Offers submitted in response to this Solicitation Document.

3.11 Contract or Contract Documents

"Contract" or "Contract Documents" shall mean the Definitions, Instructions, General Terms and Conditions, Special Terms and Conditions, Insurance and Bond requirements, Specifications, Equal Employment Opportunity and Non-Discrimination Requirements, all Amendment(s) issued, the Offer, the Agreement (if applicable), all the attached documents identified in this Solicitation Document, all supplementary drawings issued after award of the contract, all Change Orders, all Allowance Authorization Releases, and all provisions required by law to be a part of the Contract Documents, whether actually inserted therein or not.

3.12 Contract Price

"Contract Price" shall mean the total monies payable to the Contractor under the Contract Documents.

3.13 Contract Purchase Agreement (CPA)

“Contract Purchase Agreement (CPA)” shall mean the County’s written document to the Contractor stating the products/Services/Work to be provided, the pricing for said products/Services/ Work, the effective dates for the provision of said products/Services/Work, and additional terms and conditions of the Contract, if applicable.

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3.14 Contract Time or Contract Period

"Contract Time" or “Contract Period” shall mean the number of calendar Days stated in the Contract Documents for the completion of the Work and/or the provision of the goods and/or Services specified therein.

3.15 Contractor

"Contractor" shall mean the Successful Offeror, whether a corporation, partnership, individual or any combination thereof, and its, their or his/her successors, personal representatives, executors, administrators, and permitted assignees.

3.16 County

"County" shall mean the Board of County Commissioners, Hillsborough County, Florida, for whom the Contract is being performed.

3.17 County Administrator

"County Administrator" shall mean Hillsborough County's County Administrator, or a designee identified by the County Administrator to perform certain functions on behalf of the County Administrator.

3.18 Day(s)

"Day(s)" shall mean one calendar day.

3.19 Designee

"Designee" shall mean the person appointed by the Board of County Commissioners and/or the County Administrator to act on his/her behalf.

3.20 Earnest Money Deposit (EMD)

"Earnest Money Deposit (EMD)" or "Bond" shall mean bid bond, performance bond, and/or payment bond and other instruments of security furnished by the Bidder/Proposer and/or Contractor and its Surety in accordance with this Solicitation Document and/or the Contract Documents.

3.21 Electronic Bidding System

"Electronic Bidding System" shall mean the County’s Electronic Bidding System.

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3.22 Minimum Specifications

"Minimum Specifications" shall mean the portion of the Specifications that address the technical requirements of the Work to be performed under this Contract including materials, equipment, and workmanship.

3.23 Modification Agreement

“Modification Agreement(s)” shall mean the written order to the Contractor authorizing an addition, deletion, or revision in the goods, Services and/or Work to be provided under the Contract Documents or an adjustment in the Contract Price issued after the award of and/or execution of the Contract/Agreement. Such written order must be approved and/or executed by the applicable authorized representatives of the County in accordance with County policy.

Modification Agreements that are required to be approved by the Board of County Commissioners pursuant to County policy must be executed by the Contractor and the Chair of the Board of County Commissioners.

3.24 Notice

"Notice" shall mean a written notice for the County and the Contractor as set forth in this Solicitation Document and/or the Contract Documents.

3.25 Notice of Award

"Notice of Award" shall mean the written notice given by the County to the Successful Bidder/Proposer that said Bidder/Proposer has been selected by the County to provide the goods/Services and/or perform the Work specified in this Solicitation Document.

3.26 Notice to Proceed

"Notice to Proceed" shall mean the written notice given by the County to the Successful Bidder/Proposer and/or Contractor of the date for the Work to start and/or for the date of the Successful Bidder/Proposer and/or Contractor to provide the goods and/or Services specified in the Contract Documents.

3.27 Offer(s)

"Offer(s)" or "Bid(s)" or "Proposal(s)" or "Quote(s)" shall mean the offer, bid, proposal, or quote of the Offeror submitted on the prescribed forms setting forth the prices for the Work to be performed, along with all other documents submitted by the Offeror in response to this Solicitation Document.

3.28 Offeror

"Offeror" shall mean any person, partnership, corporation or other entity or organization that has submitted an Offer, Bid, or Proposal to the County in response to a procurement solicitation issued by the County to provide equipment, supplies, materials, or Services.

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3.29 Project

"Project" shall mean the entire action and/or improvement which is the subject of this Solicitation Document and/or the Contract Documents.

3.30 Project Manager

"Project Manager" shall mean the duly authorized representative of the Board of County Commissioners during the Contract Period.

3.31 Proposal(s)

"Proposal(s)" or "Bid(s)" or "Bidder’s Bid(s)” or "Quote(s)" shall mean the offer, bid, proposal, or quote of the Bidder/Proposer submitted on the prescribed forms setting forth the prices for the Work to be performed, along with all other documents submitted by the Bidder/Proposer in response to this Solicitation Document.

3.32 Proposer

"Proposer" or "Bidder" shall mean any person, partnership, corporation or other entity or organization submitting a Bid, Proposal, or Quote to provide the goods, Services and/or Work solicited by the County in this Solicitation Document.

3.33 Purchase Order

“Purchase Order” shall mean the County’s written document to the Contractor authorizing Work.

3.34 Quote(s)

"Quote(s)" or "Bid(s)" or "Bidder’s Bid(s)” or "Proposal(s)" shall mean the offer, bid, proposal, or quote of the Bidder/Proposer submitted on the prescribed forms setting forth the prices for the Work to be performed, along with…