25-P-115TF_Self-Funded_Group_Health_Plan_Administrative_Services_(Addendum_#6_Revision).pdf

REQUEST FOR PROPOSAL

25-P-115TF

25-P-115TF SELF-FUNDED GROUP HEALTH PLAN

ADMINISTRATIVE SERVICES

County of Volusia

123 W. Indiana Ave.

DeLand, FL 32720

RELEASE DATE: July 1, 2025

DEADLINE FOR QUESTIONS: August 13, 2025

RESPONSE DEADLINE: August 27, 2025, 3:01 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://procurement.opengov.com/portal/volusia

County of Volusia

REQUEST FOR PROPOSAL

25-P-115TF Self-Funded Group Health Plan Administrative Services

I. Introduction II. Special Terms and Conditions

III. General Terms and Conditions IV. Insurance Requirements V. Scope of Work

VI. Evaluation Phases VII. Vendor Questionnaire

VIII. Definitions

Attachments:

A - Exhibit A - Scope of Services FINAL

B - Attachment A.1 - Worksheet Health Plan Administrative Services FINAL

C - Attachment A.2 - Network and Formulary Disruption (4 TABS TO COMPLETE)

FINAL

D - Exhibit A.3 - Claims Reporting Fields FINAL

E - Exhibit A.4 - Onsite Job Descriptions FINAL

F - Exhibit B - Fees and Performance Guarantees FINAL

G - Attachment B.1 Pharmacy Pricing Guarantees (1 TAB TO COMPLETE) FINAL

H - Exhibit C - Summary Plan Document (2025) FINAL

I - Exhibit D - Insurance Requirements (For DRAFT Agreement) FINAL

J - Exhibit E - Human Trafficking Affidavit FINAL

K - Exhibit F - HIPPA Business Associate Agreement FINAL

L - Exhibit G - County Computing Security Procedures FINAL

M - Exhibit H - Claims Experience (2 TABS to VIEW) FINAL

Request For Proposal #25-P-115TF Title: 25-P-115TF Self-Funded Group Health Plan Administrative Services

N - Exhibit I - Census (3 TABS to VIEW) FINAL

O - Exhibit J - Large Claims 2022-2024 (3 TABS to VIEW) FINAL

P - Exhibit K – Medical Claims Pricing File (3 TABS TO COMPLETE, DO NOT SUBMIT)

FINAL

Q - Exhibit L - Medical Discount Pricing File (3 TABS TO COMPLETE, DO NOT

SUBMIT) FINAL

R - Exhibit M - Pharmacy Claims Pricing File (1 TAB TO COMPLETE, DO NOT

SUBMIT) FINAL

Z - 25-P-115TF Self-Funded Group Health Plan Admin Srvs Agreement FINAL DRAFT

1. Introduction

1.1. Summary

The purpose of this Request for Proposals (RFP) is to solicit competitive sealed proposals for a Contract for the provision of group health plan benefits for Volusia County Government (County) employees, retirees, and COBRA participants, including chiropractic Network, claims administration, an Employee

Assistance Program (EAP) program, a national supplemental Network, managed prescription benefits, provider Network(s), and utilization management. Proposals are being solicited by the County self-insured Plans for an effective date of January 1, 2027. It is the intent of the County to award one (1)

Contract to provide self-funded group health plan services on an Administrative Services Only (ASO) basis. The County intends to enter into a Contract with the successful Respondent(s) for an initial five (5) year term with one (1) subsequent five (5) year renewal, upon mutual written agreement and county council approval, when required.

1.2. Background

The County offers group health plan benefits on a self-funded basis. Health plan premiums include group benefits coverage to County employees, retirees under the age of 65, Eligible Dependents and

COBRA participants.

Employee-paid premiums are payroll deducted in twenty-six (26) payroll periods for all employees except those of the Volusia Sheriff's Office, which were deducted weekly. The Plan year is January 1st through December 31st.

The County's health plan covers employees of the Volusia County Council, Volusia Sheriff's Office, Volusia County Supervisor of Elections, Volusia County Property Appraiser, Volusia County Tax Collector and Volusia County Transportation Planning Organization (TPO).

The County’s health plan third party administrator, pharmacy benefit manger and EAP provider is currently Cigna. COBRA and retiree administrative services are being provided by Chard Snyder.

The County intends to award this deliverables-based contract to the Contractor offering the best overall proposal. Proposals will be accepted from Respondents for one service, a combination of services or all services.

The Respondents shall be responsible for all aspects offered in their proposals, whether performed by the Respondents’ own employees or through the use of subcontractors. The Respondents shall submit one (1) consolidated response that contains all cost items, including those of any third parties or subcontractors. The Respondent shall be the sole point of contact for the County with regard to all project and contractual matters. Adherence to the rules set forth in this RFP is mandatory to ensure a fair and objective analysis of all proposals. All responses shall be submitted on the forms provided or exact copies of such forms. Additional pages may be attached and cross-referenced as necessary. Unnecessarily lengthy documents are discouraged. Failure to comply with or complete any portion of this request may result in rejection of a submitted proposal. Receipt of a proposal by the

County or a submission of a proposal to the County confers no rights upon the Respondent nor obligates the County in any manner.

Any contracts between the Respondent and a subcontractor to perform services covered by the Scope of Services prior to, during, and after implementation of the service(s) shall incorporate the foregoing guarantees and all local statutes and laws determined by the County to be applicable to the services performed under the Contract between the Contractor and the County.

1.3. Contact Information

Tabatha Freedman

Senior Procurement Analyst

123 W Indiana Ave

Suite 302

DeLand, FL 32720

Email: tfreedman@volusia.org

Phone: (386) 822-5702

Department:

Human Resources

1.4. Timeline

Release Project Date July 1, 2025

Pre-Proposal Meeting (Non-Mandatory) August 6, 2025, 10:00am

County of Volusia Purchasing and Contracts

Division

Purchasing Conference Room

123 W Indiana Ave, Suite 302

DeLand, FL 32720

Microsoft Teams Meeting Link:

https://teams.microsoft.com/l/meetup-join/19%3ameeting_MzAwOTM0MTYtMTQ3Ni00Zj c5LTljODctOWZjZTE2MDI0MTdj%40thread.v2/0?co ntext=%7b%22Tid%22%3a%22ed785c93-cfd5-

4daf-a103-

4de951a43b70%22%2c%22Oid%22%3a%22fa875d

8d-edd0-417a-9312-abaf769e5bf9%22%7d

Meeting ID: 295 690 118 282 4

Passcode: pv6bh9Vo

Or call in (audio only) +1 386-456-3479

Phone conference ID: 166 722 365#

Question Submission Deadline August 13, 2025, 11:59pm mailto:tfreedman@volusia.org tel:(386)822-5702 https://teams.microsoft.com/l/meetup-join/19%3ameeting_MzAwOTM0MTYtMTQ3Ni00Zjc5LTljODctOWZjZTE2MDI0MTdj%40thread.v2/0?context=%7b%22Tid%22%3a%22ed785c93-cfd5-4daf-a103-4de951a43b70%22%2c%22Oid%22%3a%22fa875d8d-edd0-417a-9312-abaf769e5bf9%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MzAwOTM0MTYtMTQ3Ni00Zjc5LTljODctOWZjZTE2MDI0MTdj%40thread.v2/0?context=%7b%22Tid%22%3a%22ed785c93-cfd5-4daf-a103-4de951a43b70%22%2c%22Oid%22%3a%22fa875d8d-edd0-417a-9312-abaf769e5bf9%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MzAwOTM0MTYtMTQ3Ni00Zjc5LTljODctOWZjZTE2MDI0MTdj%40thread.v2/0?context=%7b%22Tid%22%3a%22ed785c93-cfd5-4daf-a103-4de951a43b70%22%2c%22Oid%22%3a%22fa875d8d-edd0-417a-9312-abaf769e5bf9%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MzAwOTM0MTYtMTQ3Ni00Zjc5LTljODctOWZjZTE2MDI0MTdj%40thread.v2/0?context=%7b%22Tid%22%3a%22ed785c93-cfd5-4daf-a103-4de951a43b70%22%2c%22Oid%22%3a%22fa875d8d-edd0-417a-9312-abaf769e5bf9%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MzAwOTM0MTYtMTQ3Ni00Zjc5LTljODctOWZjZTE2MDI0MTdj%40thread.v2/0?context=%7b%22Tid%22%3a%22ed785c93-cfd5-4daf-a103-4de951a43b70%22%2c%22Oid%22%3a%22fa875d8d-edd0-417a-9312-abaf769e5bf9%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MzAwOTM0MTYtMTQ3Ni00Zjc5LTljODctOWZjZTE2MDI0MTdj%40thread.v2/0?context=%7b%22Tid%22%3a%22ed785c93-cfd5-4daf-a103-4de951a43b70%22%2c%22Oid%22%3a%22fa875d8d-edd0-417a-9312-abaf769e5bf9%22%7d https://teams.microsoft.com/l/meetup-join/19%3ameeting_MzAwOTM0MTYtMTQ3Ni00Zjc5LTljODctOWZjZTE2MDI0MTdj%40thread.v2/0?context=%7b%22Tid%22%3a%22ed785c93-cfd5-4daf-a103-4de951a43b70%22%2c%22Oid%22%3a%22fa875d8d-edd0-417a-9312-abaf769e5bf9%22%7d

Question Response Deadline August 20, 2025, 11:59pm

Proposal Submission Deadline August 27, 2025, 3:01pm

Microsoft Teams meeting

Join on your computer, mobile app or room device https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting

Meeting ID: 213 233 692 064

Passcode: gPYNoU

Or call in (audio only)

+1 386-456-3387,,628672925# United States, Daytona Beach

Phone Conference ID: 628 672 925#

2. Special Terms and Conditions

2.1. Closing Date and Non-mandatory Pre-Solicitation Conference

A. Request for Proposal (RFP) Closing Date

Response must be received through the County's eProcurement Portal before 3:01 pm on Wednesday, August 27, 2025. Responses received after this time will not be considered.

B. Pre-solicitation Conference

1. A non-mandatory pre-solicitation conference will be held at 10:00 am on Wednesday, August 6, 2025.

The location is as follows:

County of Volusia Purchasing and Contracts Division Purchasing Conference Room 123 W Indiana Ave, Suite 302 DeLand, FL 32720 & Microsoft Teams Meeting Link: https://teams.microsoft.com/l/meetup-join/19%3ameeting_MzAwOTM0MTYtMTQ3Ni00Zjc5LTljODctOWZjZTE2MDI0MTdj%40thread.v2/0?cont ext=%7b%22Tid%22%3a%22ed785c93-cfd5-4daf-a103-

4de951a43b70%22%2c%22Oid%22%3a%22fa875d8d-edd0-417a-9312-abaf769e5bf9%22%7d Meeting

ID: 295 690 118 282 4 Passcode: pv6bh9Vo Or call in (audio only) +1 386-456-3479 Phone conference ID:

166 722 365#.

While this is not mandatory, all interested parties are encouraged to attend and participate.

2. In accordance with the American Disabilities Act and Section 286.26, Florida Statutes, persons with disabilities needing a special accommodation to participate in the proceedings, or an interpreter to participate in any proceedings, should contact the County’s ADA Coordinator at 386-248-1760 for assistance, at least two (2) business days before any meeting date. Assisted listening system receivers are available for the hearing impaired, and can be obtained from the Deputy Clerk by contacting the County’s

ADA Coordinator at 386-248-1760. Read the full ADA Notice under The American with Disabilities Act

(Title II), atCounty of Volusia Notice Under the Americans With Disabilities Act (Title II) . Read the County of Volusia Grievance Procedure under The Americans with Disabilities Act (Title II).

https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting https://www.volusia.org/core/fileparse.php/4175/urlt/ADANotice.pdf

3.Non-mandatory Pre-solicitation: You may RSVP via the County's eProcurement Portal. The County will electronically record attendance of the firms via the County's eProcurement Portal. Additionally, the

County of Volusia reserves the right to add a second pre-bid meeting, if the County deems it necessary.

2.2. Authorized Official

The Solicitation response and all required forms must be submitted/signed by an official authorized to legally bind the Respondent to all Solicitation provisions. A Memorandum of Authority may be submitted, to document that the individual is authorized to commit the firm to a contract.

2.3. Payment Terms

A. Self-funded group health plan administrative services.

1. The ASO fee schedule (i.e., Exhibit B, attached hereto and incorporated herein) shall not be adjusted due to errors or omissions which are not the fault of the County.

2. No Reimbursable Expenses. There are no reimbursable expenses for this Contract.

3. Payments. Any payments for ASO fees shall be made in accordance with Exhibit B, attached hereto and incorporated herein.

The County will remit applicable ASO fees to the Contractor on a monthly basis based on the

Contractor’s records of employee count on the 15th of each month. The County retains the right in its sole discretion to self-bill. All payments shall be governed by the Florida Prompt Payment Act as set forth in the Florida Statute § 218.70, as amended.

B. Claims Payments for self-funded group health plan administrative services.

1. The finance and banking arrangements for the self-funded health plan shall include documentation for claims reimbursement and shall meet the accounting needs of the County, as determined by the County.

2. Claims payments made by the County for the self-funded health plan shall be on a check clearing the bank basis. The County will transfer money into Contractor’s bank account for the reimbursement of claims at least one (1) time per week.

2.4. Award Term

The County is looking to promote partnership relationships within the policies and procedures of public procurement. Pursuant toward that end, the successful Respondent shall be awarded an Agreement for an initial five (5) year term with the option for one (1) subsequent five (5) year renewal. All renewals will be contingent upon mutual written agreement and, when applicable, approval of County Council.

2.5. Termination

A. County may terminate this Agreement upon at least sixty (60) days prior written notice to awarded Respondent.

B. Awarded Respondent may terminate this Agreement upon at least three hundred sixty-five (365) days prior written notice to County.

C. After Contractor’s receipt of a notice of termination pursuant to this Section, Termination, and except as otherwise directed in writing by the County, the Contractor shall:

1. For approved services occurring after the termination of this Contract, Contractor shall continue the benefits pursuant to the Policy and Scope of Services.

2. Effect of Termination/Transition. Upon termination of a service, (1) terminating party shall notify the other party of the date on which such service shall cease and all rights granted to

County with respect to that service shall terminate; (2) County shall pay all costs and claims due and owed during the Run-out period; and (3) County shall have the ability to access and download its records and reports until expiration of the Run-out period. Contractor agrees that it shall continue to perform the administrative services during any post-termination Run-out Period in accordance with the terms and conditions of the Contract.

3. Termination for Bankruptcy, Insolvency, or Business Wind Down. Either party may terminate a service(s) pursuant to Sections 2.5.A and 2.5.B if either party: (1) voluntarily files for bankruptcy; (2) declares insolvency; (3) takes action to commence winding down its business;

or (4) is named as a defendant in any involuntary bankruptcy or insolvency proceeding.

D. All provisions of this Agreement which impose or contemplate continuing obligations on a party will survive the expiration or termination of this Agreement.

2.6. Damages

Due to the nature of the services to be provided and the potential impact to the County for loss, the awarded Respondent cannot disclaim consequential or special damages related to the performance of this Agreement. The awarded Respondent shall be responsible and accountable for any and all damages, directly or indirectly, caused by the actions or inaction of its employees, staff, or Subcontractors. There are no limitations to this liability.

2.7. Evaluation Method

The County will appoint a committee consisting of department staff to evaluate the proposals and to make recommendation to the County Council. The County will be the sole judge of its own best interests, the proposals, and the resulting Contract, if any. The County’s decisions will be final. Award will be made to the proposal, which presents the best value to the County based on the entire evaluation process and all the information gathered.

Note: Respondents are prohibited from contacting any of the committee members, other than the

Procurement Analyst prior to the recommendation of award from the committee.

2.8. Presentations by Respondents

1. The County of Volusia, at its sole discretion, may ask individual Respondents to make oral presentations and/or demonstrations without charge to the County.

2. The County reserves the right to require any Respondent to demonstrate to the satisfaction of the

County that the Respondent has the fiscal and managerial abilities to properly furnish the services proposed and required to fulfill the requirements of the RFP. The demonstration must satisfy the County and the County shall be the sole judge of compliance.

3. Respondents are cautioned not to assume that presentations will be required and should include all pertinent and required information in their original proposal package.

2.9. Proposal Acceptance/Rejection

The County reserves the right to accept or reject any or all proposals received as a result of this Solicitation, or to negotiate separately with competing Respondents, and to waive any informalities, defects, or irregularities in any proposal, or to accept that proposal or proposals, which in the judgment of the proper officials, is in the best interest of the County.

2.10. Proposal Acceptance Period

Any Proposal in response to this RFP shall be valid through December 30, 2027. At the end of this time the proposal may be withdrawn at the written request of the Respondent if no award has been made. If the Proposal is not withdrawn at that time it remains in effect until an award is made or the solicitation is canceled regardless of the status of the proposal bond. The County reserves the right to request an extension of the proposals if a Contract has not been executed by December 30, 2027.

3. General Terms and Conditions

3.1. Submission of Offers

The County of Volusia is requesting proposals for the service and/or product(s) detailed within this solicitation. If your company is interested in submitting a proposal to provide this service and/or product(s), please provide the requested information in this solicitation, complete the included forms, and submit these documents with your response through OpenGov Procurement, at https://procurement.opengov.com/portal/volusia, by the date and time posted. The submission of responses prior to the specified date and time is solely and strictly the responsibility of the Respondent.

Responses received after the posted date and time will not be considered. Additional information may be submitted with the response. No offer may be modified after acceptance. Terms and conditions differing from those in this solicitation may be cause for disqualification of the Response. Failure to provide the required information may result in the Response not being considered.

Responses submitted in OpenGov will remain locked and inaccessible by County purchasing staff until the Submission deadline.

Do not submit confidential information, proprietary information and/or trade secrets.

3.2. Respondent's Responsibility

The Respondent, by submitting a Response, represents that:

A. The Respondent has read and understands the Solicitation in its entirety and that the Response is made in accordance therewith;

B. The Respondent possesses the capabilities, resources, and personnel necessary to provide efficient and successful service to the County;

C. The Respondent has made all investigations and examinations necessary to ascertain site and/or local conditions and requirements affecting the full performance of the Agreement and to verify any representations made by the County of Volusia, Florida, upon which the Respondent will rely.

If the Respondent receives an award because of its Response, failure to have made such investigations and examinations will in no way relieve the Respondent from its obligations to comply in every detail with all provisions and requirements of the Agreement, nor will a plea of ignorance of such conditions and requirements be accepted as a basis for any claim by the

Respondent for additional compensation or relief; and, D. The Respondent will be held responsible for any and all discrepancies, errors, etc., in discounts or rebates which are discovered during the Agreement term or up to and including three (3) fiscal years following the County’s annual audit.

E. The Respondent shall examine the drawings, specifications, and other Contract Documents (as applicable) carefully and inform itself thoroughly regarding any and all conditions and requirements, including the construction schedule that may in any manner affect the Work to be performed under the Agreement. Ignorance on the part of the Contractor shall in no way relieve itself of the obligations and responsibilities assumed under the Agreement.

3.3. Opening

Pursuant to Section 119.071, Florida Statutes, responses and the completed tabulation will be available for inspection within thirty (30) days of Solicitation opening. Contact the Purchasing and Contracts Office during regular business hours to inspect responses and the completed tabulation or go to the County's eProcurement Portal for inspection of the completed tabulation. The foregoing notwithstanding, if, prior to the County’s making responses available for inspection, the County rejects all responses and concurrently provides notice of the County’s intent to reissue the solicitation, then the County may avail itself of the exemption for rejected responses set forth in Section 119.071, Florida Statutes, to the extent such Section may apply.

Solicitation openings and public meetings may be attended either in person or remotely. Solicitation openings may be accessed remotely as described in the introduction timeline section of this Solicitation.

In accordance with the American Disabilities Act and Section 286.26, Florida Statutes, persons with disabilities needing a special accommodation to participate in the proceedings, or an interpreter to participate in any proceedings, should contact the County’s ADA Coordinator at 386-248-1760 for assistance at least two (2) business days before any meeting date.

Assisted listening system receivers are available for the hearing impaired and can be obtained from the

Deputy Clerk by contacting the County’s ADA Coordinator at 386-248-1760. Read the full ADA Notice under The American with Disabilities Act (Title II), atwww.volusia.org/core/fileparse.php/4175/urlt/ADANotice.pdf. Read the County of Volusia Grievance

Procedure under The Americans with Disabilities Act (Title II).

https://www.volusia.org/core/fileparse.php/4175/urlt/ADANotice.pdf

3.4. Public Records Law

Pursuant to section 119.0701(2)(a), Florida Statutes, the County is required to provide Contractor with this statement and establish the following requirements as contractual obligations pursuant to the

Agreement:

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER

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

RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC

RECORDS AT 386-736-5935, purchasing@volusia.org, by mail, Purchasing and

Contracts Division, Attn: Public Records Custodian, 123 W. Indiana Ave. Rm. 302

DeLand, FL 32720.

By entering into a Contract, Contractor acknowledges and agrees that any records maintained, generated, received, or kept in connection with, or related to the performance of services provided under a Contract are public records subject to the public records disclosure requirements of section 119.07(1), Florida

Statutes, and Article I, section 24 of the Florida Constitution. Pursuant to section 119.0701, Florida

Statutes, any Contractor entering into a Contract for services with the County is required to:

A. Keep and maintain public records required by the County to perform the Services and Work provided pursuant to the Contract.

B. Upon request from the County’s custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the

Contract term and following completion or termination of the Contract if the Contractor does not transfer the records to the County.

D. Upon completion or termination of the Contract, transfer, at no cost, to the County all public records in the possession of the Contractor or keep and maintain public records required by the

County to perform the service. If the Contractor transfers all public records to the County upon completion or termination of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion or termination of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County’s custodian of public records, in a format that is compatible with the information technology systems of the County.

Requests to inspect or copy public records relating to the County’s Contract for Services must be made directly to the County. If Contractor receives any such request, Contractor shall instruct the requestor to contact the County. If the County does not possess the records requested, the County shall immediately notify the Contractor of such request, and the Contractor must provide the records to the County or otherwise allow the records to be inspected or copied within a reasonable time.

Contractor acknowledges that failure to provide the public records to the County within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. Contractor further agrees not to release any records that are statutorily confidential or otherwise exempt from disclosure without first receiving prior written authorization from the County. Contractor shall indemnify, defend, and hold the

County harmless for and against any and all claims, damage awards, and causes of action arising from the

Contractor’s failure to comply with the public records disclosure requirements of section 119.07(1), Florida Statutes, or by Contractor’s failure to maintain public records that are exempt or confidential and exempt from the public records disclosure requirements, including, but not limited to, any third party claims or awards for attorneys' fees and costs arising therefrom. Contractor authorizes County to seek declaratory, injunctive, or other appropriate relief against Contractor from a Circuit Court in Volusia

County on an expedited basis to enforce the requirements of this section.

3.5. Confidential Information and Infringement

A. Confidential Information and/or Trade Secret do not include the following:

1. Information already known or independently developed the party in possession; or

2. Information in the public domain through no wrongful act of the party in possession; or

3. Information received by the party in possession from a third party who was free to disclose it; or

4. Information regularly disclosed to third parties without restriction on disclosure; or

5. Information required to be disclosed by law or an order of a court of competent jurisdiction.

B. Confidential Information and Infringement. If Contractor is licensing, or developing software

(including derivative works) for use by the County, Contractor grants County a perpetual, fully-paid, non-assignable, non-exclusive, royalty-free license to use Contractor’s software deliverables developed or licensed under a Contract. Said license includes software owned by Contractor which is furnished under a Contract, for County’s internal use with such use to include the right to modify such deliverable(s) and to create derivative works for such internal use including without limitation the right to use such deliverable(s).

C. If Contractor is licensing, providing or developing software, including derivative works for use by the County, Contractor agrees to protect and indemnify and hold harmless the County, its agents, elected officials and employees of the County from and against any and all claims, demands, actions, and causes of action which may arise asserting that all or any part of the Contractor licensed applications provided under any software owned by Contractor and licensed to County or provided by Contractor for use thereof by the County, infringes or misappropriates any third party’s United States patent, copyright or any trade secret protected under United States law.

1. In addition to the foregoing indemnification provision, Contractor shall also take the following steps to assure that County can continually use the software which Contractor has directly licensed to County or provided for use thereof by the County in substantially the same manner delivered or subsequently enhanced or modified by:

a. Promptly replace the allegedly infringing or misappropriated item or items with compatible, functionally equivalent itemswhich are not alleged to be infringing or misappropriated; or

b. Promptly modify the alleged infringing or misappropriated item or items to eliminate the alleged infringement or misappropriation without impairing County's intended use of the licensed applications and/or sublicensed applications in any manner; or

c. Promptly procure the right for the County to continue to use the licensed applications and/or sublicensed applications without modification; and

d. Unless otherwise agreed by the parties, promptly shall mean for the purposes of this section that the events described herein shall occur in no less than sixty (60) days from the date that notice of the claim is received by Contractor unless otherwise agreed by the parties.

D. In the event that Contractor does not enable the County to use that which Contractor has delivered through accomplishing one or more of the alternatives set forth in above within aforementioned time period set forth herein during the term of a Contract, Contractor shall be in material default of a Contract and subject to Termination.

E. If Contractor is granting a license or develops software for the County under this Contract, it hereby warrants and represents that:

1. Contractor is the sole owner of all right, title, and interest in and to the Contractor licensed software, user manuals and documentation, including all patents, copyrights, copyright rights, trade secrets, trademarks, trade names and all proprietary and intellectual rights and confidential information contained therein, and that it is authorized to enter into a Contract and grant County a perpetual license; and

2. No portion of any licenses or right granted to the County to use Contractor's software pursuant to the terms of the applicable software license contract of Contractor for any Work performed under a Contract violates or is protected by right, title, interest or similar right of any third person or entity.

3.6. Clarification, Correction of Entry, Minor Irregularities

The County of Volusia reserves the right to allow for the clarification of questionable entries and the correction of obvious mistakes. The County reserves the right to waive minor irregularities in Responses, providing such action is in the best interest of the County. Minor irregularities are defined as those that have no adverse effect on the County’s best interests, and will not affect the outcome of the selection process by giving the Respondent an advantage or benefit not enjoyed by other Respondents.

3.7. Revisions, Addenda, Questions & Answers

A. It is incumbent upon each Respondent to carefully examine the specifications, Scope of

Work/Service, terms, and conditions of this Solicitation and any attachments/exhibits. The posting of answers through the County's eProcurement Portal is the only official methods by which interpretation, clarification, or additional information can be given. Questions and exceptions concerning any section of this Solicitation and any attachments/exhibits shall be directed through the question and answer section of the County's eProcurement Portal.

B. If it becomes necessary for the County to revise or clarify any part of this Solicitation it will be updated on the County's eProcurement Portal by one of the following methods: the posting of answers to questions received; the revision of Solicitation language/documentation. It is each

Respondent's responsibility to check the County's eProcurement Portal for any posted answers, and/or Solicitation changes. Each Respondent shall ensure that they have reviewed all questions

& answers and/or changes to this Solicitation and any attachments/exhibits before submitting their Response. By submitting a Response, Respondents acknowledge that they have reviewed all posted answers, and/or Solicitation changes prior to the posted closing date and time.

C. Each answer issued by the County shall become a material part of this Solicitation. Answers posted by the County, and/or changes made to the Solicitation are authoritative and shall be considered an addendum to the Solicitation.

D. All information in this Solicitation, including information provided through the Question & Answer feature are incorporated into the Solicitation or any Contract resulting from this Solicitation.

E. Questions and exceptions shall be submitted before 11:59 pm on Wednesday, August 13, 2025.

Thereafter, no further questions or exceptions will be accepted or reviewed by the County and

Respondents’ right to submit questions or exceptions will terminate and any questions or exceptions not previously made shall be deemed waived. Oral representations will not be binding on the County.

3.8. Incurred Expenses

The County has no obligation to make an award as a result of this Solicitation, nor shall the County be responsible for any cost or expense which may be incurred by any Respondent in preparing and submitting a Response, or any cost or expense incurred by any Respondent prior to the execution of a Purchase Order or Contract/Agreement.

3.9. Disadvantaged Businesses

The County Council has adopted policies, which assure and encourage the full participation of

Disadvantaged Business Enterprises (DBE) in the provision of goods and services. The County encourages joint ventures between majority-owned firms and qualified disadvantaged, minority, and/or women-owned firms.

3.10. Pricing

Unless otherwise specified prices offered shall:

• remain firm for a period of at least two-hundred forty (240) days from the date of Solicitation opening, prior to award being made;

• include FOB DESTINATION, all packing, handling, shipping charges and delivery to any point(s) within the County to a secure area or inside delivery (for goods);

• include all expenses necessary to provide the Service at the location specified (for Services).

3.11. Withdrawal of Response

A Response may be withdrawn i) prior to the Solicitation opening via the County's eProcurement Portal or ii) after one hundred twenty (120) days from Solicitation opening. In the second instance (‘ii’), this only applies to Respondents notified by the County in letter form that their Response will not be accepted.

3.12. FOB Destination

The FOB point for this Agreement and for all purchases made under it shall be the destination specified by the requesting division, in Volusia County, Florida. Delivery will not be complete until the requesting division has accepted each item. Delivery to a common carrier shall not constitute delivery to Volusia

County. All disputes shall be between the Contractor and the carrier.

3.13. Payment Terms

Unless otherwise stated in the Special Terms and Conditions section, the County will remit full payment on all undisputed invoices within forty-five (45) days from receipt by the appropriate person(s) (to be designated at time of Agreement) of the correct invoice(s) or receipt of all products or services ordered in accordance with F.S.S. 218.74.

3.14. Unusual Costs

The Contractor may petition the County at any time for an additional rate adjustment on the basis of extraordinary and unusual changes in the costs of operation that could not reasonably be foreseen by a prudent operator and which, by all reasonable expectations, will continue for at least one (1) year. If the

Contractor petitions for such an increase, the Contractor shall also petition for a rate reduction on the basis of extraordinary and unusual changes in the costs of operation that could not reasonably be foreseen by a prudent operator and which, by all reasonable expectations, will continue for at least one (1) year;

failure to make such petition may be grounds for Agreement termination.

The Contractor’s request shall contain substantial proof and justification to support the need for the rate adjustment. The County may request from the Contractor, and the Contractor shall provide, such further information as may be reasonably necessary in making its determination. The County shall approve or deny the request, in whole or in part, within sixty (60) Days of receipt of the request and all other additional information required by the County. Any price redetermination shall be solely based upon the documentation provided and the County reserves the right to rescind any price relief granted should the circumstances change and prices go down.

3.15. Additional Terms & Conditions

The County of Volusia reserves the right to reject offers containing terms or conditions contradictory to those requested in this Solicitation.

3.16. Taxes

County is exempt from Manufacturers’ Federal Excise Tax (Exemption# 49-6000-885) and Florida sales tax

(Exemption# 85- 8012622393C-9). Certificates are available at www.volusia.org/purchasing. After accessing the foregoing website, select, “Doing Business with Volusia County” and “Consumer Certificate of Exemption” from the available menu screens to see a copy of the certificates.

3.17. Discounts

All discounts except those for prompt payment shall be considered in determining the lowest net cost for evaluation purposes. All discounts shall remain firm for the term of the Agreement.

3.18. Meets/Minimum Specifications

The specifications listed in the Scope of Work are the minimum required performance specifications for this Solicitation; they are not intended to limit competition nor specify any particular Respondent, but to ensure that the County receives quality services. The Respondent represents that all offers to this

Solicitation shall meet or exceed the minimum requirements specified.

3.19. Silence of Specifications

The apparent silence of these specifications or any supplemental specifications as to details or the omission from same of any detailed description concerning any point, shall be regarded as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct type, size, and design are to be used. All workmanship shall be first quality. All interpretations of specifications shall be made upon the basis of this statement.

3.20. Change in Scope of Work/Service

A. The County may order changes in the Work/Service consisting of additions, deletions, or other revisions within the general scope of the Agreement. No claims may be made by the Contractor that the scope of the project or of the Contractor’s services has been changed, requiring changes to the amount of compensation to the Contractor or other adjustments to the Agreement, unless such changes or adjustments have been made by written amendment or modification order to the Agreement signed by the appropriate County signatories and the Contractor.

https://www.volusia.org/purchasing

B. If the Contractor believes that any particular Work/Service is not within the scope of Work/Service of the Agreement, is a material change, or will otherwise require more compensation to the

Contractor, the Contractor must immediately notify the County Project Manager in writing of this belief. The Contractor and County shall negotiate modifications to the Agreement in good faith and agree upon equitable adjustment for any changes in Services or other obligations required of the Contractor due to such modifications. The Contractor must assert its right to an adjustment under this clause within thirty (30) days from the date of receipt of the written order.

C. The County reserves the right to negotiate with the awarded Contractor(s) without completing the competitive bidding process for materials, products, and/or Services similar in nature to those specified within this solicitation for which requirements were not known when the Solicitation was released.

3.21. Governing Laws/Venue

This Agreement shall be interpreted and construed in accordance with and governed by the laws of the

State of Florida without giving effect to the choice of law principles thereof. Jurisdiction over and venue for any controversies or legal issues arising out of this Agreement shall, if in state court, be exclusively in the 7th Judicial Circuit in and for Volusia County, Florida, or, if in federal court, in the Middle District of

Florida, Orlando Division. By entering into this Agreement, Contractor and County hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to this Agreement, and, unless otherwise expressly provided herein, each agrees to bear its own costs and attorneys' fees relating to any dispute arising under this Agreement.

3.22. Assignment

Contractor may not assign or otherwise convey Contractor’s rights and/or obligations under this

Agreement without obtaining County’s prior written consent, which consent County may withhold, limit and/or condition in County’s sole discretion, including, but not limited to, requiring the Contractor or his/her proposed successor in interest to post a performance bond. Any consent by the County under this

Section shall be by written agreement in a form and substance specified by the County in its sole discretion; the County Manager may execute such agreement on behalf of the County. If Contractor desires to assign or otherwise convey its rights and/or obligations under this Agreement, Contractor shall no less than thirty (30) days prior to the assignment’s proposed effective date, provide County with a written request for County’s consent. Failure to provide such notice may result in the County assessing a processing fee of Five Hundred Dollars (US $500.00); however, payment of such fee shall not entitle the

Contractor to the County’s acceptance or approval of its request for assignment.

Nothing herein shall preclude the right of the County to waive its rights under this Section but no waiver shall be granted by the County without a written and duly executed amendment to the Agreement.

3.23. Content of Solicitation/Response

The contents of this Solicitation, all terms, conditions, specifications, and requirements included herein and the accepted and awarded response thereto may be incorporated into an Agreement to purchase and become legally binding. Any terms, conditions, specifications, and/or requirements specific to the item or Service requested in this Solicitation shall supersede the requirements as specified in the General

Terms and Conditions and/or Special Terms and Conditions section(s) of this Solicitation.

3.24. Contract/Agreement

The contents of this Solicitation and all provisions of the successful proposal deemed pertinent by the

County may be, at the sole discretion of the County, incorporated into an Agreement and become legally binding on the selected Respondent. The content of the Agreement may contain changes as a result of the Solicitation process and the content of the submittal received. The Contract shall, at minimum, include the substantive terms and conditions as outlined in the Solicitation and be subject to review by the County attorney or designee prior to approval and execution for determination of legal form and substantive sufficiency, and may contain those additional terms and conditions that the County deems in its best interest.

A. The Director of Purchasing and Contracts, County Manager, and County Chair are the sole

Contracting Officers for the County of Volusia, Florida, and only they or their designees are authorized to make changes to any contract.

B. The County shall be responsible for only those orders placed by the County on an authorized signed Purchase Order or Master Agreement. The County shall not be responsible for any order, change substitution or any other discrepancy from the Purchase Order or Master Agreement. If there is any question about the authenticity of a Purchase Order, Master Agreement, or modification order, the Respondent should promptly contact the Purchasing Office at

386-736-5935.

3.25. Disclosure of Response Content

All material submitted becomes the property of the County and may be returned only at the County's option. The County has the right to use any or all ideas presented in any reply to this Solicitation. Selection or rejection of any Response does not affect this right. The County of Volusia, Florida, is governed by the

Public Record Law, Chapter 119, Florida Statutes (F.S.).

3.26. Limitation of Liability/Indemnification (This Section is non-negotiable.)

The Contractor shall indemnify, defend, and hold harmless the County including its districts, authorities, separate units of government established by law, ordinance or resolution, partners, elected and non-elected officials, employees, agents, volunteers, and any party with whom the County has agreed by contract to provide additional insured status and the State of Florida, including its officers and employees, from and against all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Contractor or its Subcontractors, agents, employees, or any persons employed or utilized by the

Contractor in the performance of the Contractor’s obligations or Services under this Agreement. Such obligations or Services shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exhaust as to a party or person described in this Agreement.

In all claims against the County, Contractor’s indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or any benefits payable by or for

Contractor, or its employees, agents, contractors, or subcontractors.

3.27. Payment of Subcontractors

Contractor shall save and hold the County harmless from any and all claims or actions by their

Subcontractor(s) for payment of monies such Subcontractor claims to be owed by Contractor for Work performed under a Contract. Nothing in a Contract shall create any obligation on the part of the County to pay directly to any Subcontractors any monies due for Work performed under a Contract.

3.28. Infringement Claim

For all licensed software or derivative works of the licensed software used by County under the resulting

Agreement, Contractor agrees to protect, defend, indemnify, and hold harmless County, its agents, elected officials and employees of County from and against any and all claims, demands, actions, and causes or action which may arise asserting that all or any part of Contractor’s licensed software or applications that are owned and licensed by Contractor to County for use thereof by County, infringes or misappropriates any third party’s valid state patent, copyright, trademark, or any trade secret protected under United States law. In the event of an infringement claim, Contractor shall have the option: (i) to procure for County the right to continue using any product or Service found to be infringing; (ii) to replace any such infringing product or Service with a non-infringing product or Service; or (iii) to modify such infringing product or Service to make it non-infringing. Contractor shall have no obligation under this section if the infringement claim is based upon the use of the system in combination with other hardware or software applications not furnished by Contractor, or if such a claim arises from County’s modification of the system without the authorization of Contractor.

3.29. Sovereign Immunity (This Section is non-negotiable.)

County expressly retains all rights, benefits and immunities of sovereign immunity in accordance with

Section 768.28, Florida Statutes (as amended). Notwithstanding anything set forth in any Section of this

Agreement to the contrary, nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the County beyond any statutory limited waiver of immunity or limits of liability which may have been or may be adopted by the Florida Legislature and the cap on the amount and liability of the

County for damages, regardless of the number or nature of claims in tort, equity, or contract, shall not exceed the dollar amount set by the legislature for tort. Nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim against the County, which claim would otherwise be barred under the doctrine of sovereign immunity or by operation of law.

3.30. Compliance with Federal E-Verify Regulations

Contractor covenants and agrees to the following provisions, as required by law:

A. If and to the extent the Agreement meets the criteria set forth at 48 C.F.R. § 52.222-54(e), the criteria of 48 C.F.R. § 52.222-54 are hereby incorporated by reference into this Agreement as if fully set forth herein.

B. Contractor and any of Contractor’s Subcontractors shall register with and utilize the U.S.

Department of Homeland Security’s E-Verify system to verify the employment eligibility and work authorization status of all new employees hired by Contractor (or Contractor’s Subcontractors) on or after the effective date of this Agreement and thereafter during the remaining term of the

Agreement.

C. In the event Contractor enters into a subcontract, Contractor shall require, via written contract, the Subcontractor agree to: (i) register with and utilize the U.S. Department of Homeland

Security’s E-Verify system to…