Bear_Resistant_Trash_Containers.pdf

INVITATION FOR BID

25-B-168KO

BEAR RESISTANT TRASH CONTAINERS

County of Volusia

123 W. Indiana Ave.

DeLand, FL 32720

RELEASE DATE: October 15, 2025

DEADLINE FOR QUESTIONS: October 30, 2025

RESPONSE DEADLINE: November 13, 2025, 3:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

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

County of Volusia

INVITATION FOR BID

Bear Resistant Trash Containers

I. Introduction II. Special Terms and Conditions

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

VI. Pricing Proposal VII. Vendor Questionnaire

VIII. Definitions

Attachments:

A - Insurance Requirements Bear Resistant Trash Cans

Invitation For Bid #25-B-168KO Title: Bear Resistant Trash Containers

1. Introduction

1.1. Summary

The County is seeking a qualified vendor to supply an estimated two hundred (200), ninety-five

(95) gallon roll-out bear-resistant solid waste containers annually, including all freight and delivery charges.

1.2. Contact Information

Karissa Ott

Procurement Analyst

123 W Indiana Ave

Suite 302

DeLand, FL 32720

Email: kott@volusia.org

Phone: (386) 626-6626 Ext: 16626

Department:

Solid Waste

1.3. Timeline

Release Solicitation Date October 15, 2025

Question Submission Deadline October 30, 2025, 11:59pm

Proposal Submission Deadline November 13, 2025, 3:00pm

Solicitation Opening Date/Time November 13, 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 mailto:kott@volusia.org tel:(386)626-6626;ext=16626 https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting

2.1. Closing Date and Pre-Solicitation Conference

A. Invitation to Bid (ITB) Closing Date

Response must be received through the County's eProcurement Portal before 3:00 pm on Thursday, November 13, 2025. Responses received after this time will not be considered.

B. No Pre-solicitation Conference will be held.

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. Definition of Responsive and Responsible for this Solicitation

Each Response shall be evaluated for conformance as responsive and responsible using the following criteria:

A. Proper submittal of ALL documentation as required by this Invitation to Bid (ITB). (Responsive)

B. The greatest benefits to Volusia County as it pertains to: (Responsible)

1. Total Cost; Bidder shall complete all tables listed under 6. Pricing Proposal, Price list, in its entirety to be considered responsive. Award will be based on the cumulative cost over years

1, 2 & 3. The pricing table is based on the 200-unit annual estimate for years 1-3 and the total value cumulative will be used for evaluation purposes to determine lowest bidder.

2. Delivery; delivery within 30 calendar days of request.

3. Past Performance. In order to evaluate past performance, all Respondents are required to submit a list of three (3) references / relevant projects completed within the last three (3) years that are the same or similar in magnitude to this Solicitation. The County of Volusia shall not be listed as a reference;

4. All technical specifications associated with this Invitation to Bid (ITB);

Financial Stability: All Respondents shall be prepared to supply a financial statement upon request, preferably a certified audit of the last available fiscal year.

Respondents are reminded that award may not necessarily be made to the lowest Response. Rather, award will be made to the lowest responsive, responsible, Respondent whose Response represents the best overall value to the County when considering all evaluation factors.

2.4. Local Preference Availability

This project is not funded by monies that prohibit the local preference provision and local preference does apply per the General Terms and Conditions section Local Preference.

2.5. Payment Terms

1. 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 invoice(s) or receipt of all products or services ordered.

2. Pursuant to Chapter 218, Florida Statutes, the County will pay interest not to exceed one percent (1%) per month on all undisputed invoices not paid within thirty (30) days after the due date.

3. The County has the capability of Electronic Funds Transfer (EFT). List any discounts for prompt payment and/or willingness to accept Electronic Funds Transfer (EFT) and the discount to be applied to such payments. Contractors offering prompt payment discounts, for example 1% - net 10, the discount shall be taken if the check issue date is within specified time period from date of invoice.

By submitting a Response to the County of Volusia, Florida, the Respondent expressly agrees that, if awarded an Agreement, the County may withhold from any payment monies owed by the Respondent to the County for any legal obligation between the Respondent and the County, including, but not limited to, real property taxes, personal property taxes, fees, and commissions.

2.6. 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 three (3) year term with the option for Two (2) subsequent one (1) year renewals. All renewals will be contingent upon mutual written agreement and, when applicable, approval of County Council.

2.7. Termination

A. County may terminate this Agreement upon at least thirty (30) days prior written notice to awarded Respondent.

B. Awarded Respondent may terminate this Agreement upon at least one hundred twenty (120) daysprior written notice to County.

C. Upon receipt of notice of termination by the County from awarded Respondent or upon delivery of notice of termination from the County to Contractor, awarded Respondent shall:

1. Stop Work under the Agreement on the date and to the extent specified in County’s Notice of Termination;

2. Inform County of the extent to which performance is completed;

3. Place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portion of the Work/Services under the Agreement as is not terminated and with the prior approval of the County; and,

4. Assign to the County, in the manner, at the times, and to the extent directed by the County, all of the right, title and interest of the awarded Respondent under the orders and subcontracts so terminated.

D. For all undisputed outstanding invoices submitted to the County prior to the effective date of the termination and subject to Section Award Term, Section Payment Terms and this Section

Termination, the County shall cause payments to be made to awarded Respondent within forty five (45) days of receipt of invoice. Awarded Respondent shall invoice the County for any sums awarded Respondent claims to be owed by County under this Agreement for Work performed from the last invoice to the effective date of termination. County shall review such invoice for payment and County shall pay any undisputed amount within forty five (45) days.

E. With the approval of the County and to the extent required by the County, the awarded

Respondent shall, upon termination, settle all outstanding liabilities and all claims arising out of such termination. County's approval of such settlements shall be final for all the purposes of a termination under this Section Termination. In addition, awarded Respondent shall transfer title and deliver to the County, in the manner, at the times, and to the extent, if any, directed by the

County, Deliverables, work-in-progress, reports, models, studies, and other materials produced as a part of, or acquired in connection with the performance of the Work/Services terminated.

F. If awarded Respondent fails to cure a breach within ten (10) calendar days after receipt of notice from the County of said breach, the County may take over the Work/Services and complete the

Work/Services, and the awarded Respondent shall be liable to the County for any increased cost of the Project reasonably incurred by the County to complete the awarded Respondent's unfinished Work/Services. As such, the County may apply unpaid Compensation due and owing to the awarded Respondent prior to the default as a set off against the costs incurred by the

County for taking over such Work/Services.

G. The right of termination provided to the County and the awarded Respondent herein shall be cumulative of all other remedies available at law.

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

2.8. New Material

A. Unless otherwise provided for in this specification, the awarded Respondent represents and warrants that the goods, materials, supplies, or components offered to the County under this

Agreement are new, not used or reconditioned, and are not of such age or so deteriorated as to impair their usefulness or safety and that the goods, materials, supplies, or components offered are current production models of the respective manufacturer. If the awarded Respondent believes that furnishing used or reconditioned goods, materials, supplies, or components will be in the County’s interest, the awarded Respondent shall so notify the County Procurement Analyst in writing by the deadline for questions in accordance with section Revisions, Addenda, Questions

& Answers. The notice shall include the reasons for the request and any benefits that may accrue if the County authorizes the bidding of used or reconditioned goods, materials, supplies, or components.

2.9. 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 Subcontractor. There are no limitations to this liability. This section does not apply to the extent precluded or prohibited by applicable law.

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).

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.

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

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 Contractortransfers 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

Contractorlicensed 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 Thursday, October 30, 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. Local Preference

The County Council has established a policy to encourage participation of local businesses in the provision of goods and services. The County will endeavor to assist local businesses to achieve this goal.

Effective January 1, 2012, Volusia County adopted a local preference ordinance. A Respondent or prime

Contractor which has a documented permanent location at least six (6) months prior to the Solicitation closing as stated in Volusia County Ordinance 2-269.5 in Brevard, Lake, Orange, Osceola, Seminole or

Volusia County (“Local”), shall be granted a preference of three percent (3%) of the total Solicitation price or quote. A Respondent which is a prime Contractor and is utilizing Subcontractors, and the Solicitation price or quote of the work to be performed by all Subcontractors, that qualify as a local business, constitutes fifty-one percent (51%) or greater of the total Work to be performed through subcontracting, a two percent (2%) preference will apply. In the event that a prime Contractor qualifies for a preference and Subcontractor qualifies for a preference, the preference shall not exceed a total of five percent (5%).

Preference shall not be given to Responses where the difference of the total Response price or quote exceeds twenty-five thousand dollars ($25,000.00) from the nearest competing Solicitation price or quote for that solicitation or if a county listed in 2-269.5 does not reciprocate, as stated in 2-269.5, the County will not offer a preference to this County.

This section does not apply to any purchase that is funded, in whole or in part, by an entity prohibiting local preference by grant agreement or applicable federal, state, or local law. Solicitations for emergency purchases subject to Section 2-275 of the Code are additionally exempt. All Respondents, including primeContractor and Subcontractors, awarded an Agreement as a part of this process must maintain its status as a local business through the term of the Agreement. Any Respondent, including prime Contractor and Subcontractors, awarded an Agreement as a result of this preference will be required to post any job openings for this project with agencies or organizations that may be identified by the purchasing director.

Noncompliance with the requirements of this section will be deemed as a material breach and may be subject to Agreement termination or disqualification from bidding on future projects.

3.11. Pricing

Unless otherwise specified prices offered shall:

• remain firm for a period of at least ninety (90) 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).

3.12. 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.

3.13. 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.

3.14. Payment Terms

Unless otherwise stated in the Special Terms and Conditions section, the County will remit full payment on all undisputed invoices for goods and services other than Construction Services 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. For Construction

Services the County will remit full payment on all undisputed invoices within twenty (20) to twenty-five

(25) days in accordance with F.S.S. 218.735.

3.15. 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.

3.16. Additional Terms & Conditions

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

3.17. 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.

3.18. 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.

3.19. 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.

3.20. Samples

When required, samples of products shall be furnished with Response to the County at no charge. Samples may be tested and will not be returned to the Respondent. The result of any and all testing shall be made available upon written request.

https://www.volusia.org/purchasing

3.21. 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.

3.22. 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.

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.

3.23. 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.

3.24. 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.

3.25. 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.

3.26. 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.

3.27. 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.).

3.28. Limitation of Liability/Indemnification

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.

Indemnification for grant funded projects. For any agreements that are funded or may in future be funded by Federal Emergency Management Agency (FEMA) Public Assistance grants or other Federal or State grants or program, the following shall apply: Contractor shall indemnify, defend and hold harmless the

Florida Department of Emergency Management, its employees and/or their contractors (FDEM) and the government of the United States, its employees and/or their contractors (US), from and against all claims, damages, losses, and expenses, including, but not limited to, attorney’s fees arising out of, resulting from, or incident to Contractor’s performance of its obligations in whole or part of this Agreement, unless such injury or damage is occasioned solely by the fault, negligence, or willful misconduct of the FDEM, or US.

In all claims against FDEM or US, 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.

3.29. Payment of Subcontractors or Subconsultants

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

Contractor(s) for payment of monies such Contractor 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.

3.30. 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.

3.31. Sovereign Immunity

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.

3.32. 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 Subcontractor) 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 verify the employment eligibility of all new employees hired on or after the effective date of the subcontract and thereafter during the remaining term of the subcontract; and (ii) provide Contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Contractor shall maintain a copy of such affidavit for the duration of this Agreement or the subcontract, whichever is longer.

Contractor shall provide a copy of such affidavit to the County before the Subcontractor begins any Work associated with the Agreement. If the County has a good faith belief that a Contractor knowingly violated the requirements set forth in this section or Sections 448.09(1) or 448.095 of the Florida Statutes, but also has a good faith belief Contractor otherwise complied with this section and applicable law, the County shall promptly notify Contractor and order Contractor to immediately terminate its contract with the Subcontractor. Failure to comply with said order shall constitute a material breach of this Agreement.

D. If the County has a good faith belief Contractor has knowingly violated, or if Contractor is found to have violated, this Section; Section 448.09(1), Florida Statutes; Section 448.095, Florida

Statutes; or the presidential executive order and subsequent Federal Acquisition Regulation (FAR) rule requiring federal Contractors to use E-Verify, if applicable, then the following shall be true:

(i) such violation shall be a material breach of this Agreement by Contractor; (ii) Contractor shall indemnify, defend, and hold harmless the County from any resulting costs or expenses, including fines or penalties levied by a government agency and the County’s loss or repayment of grant funds; (iii) the County may terminate this Agreement immediately and without penalty and such termination shall not be or be considered a breach of this Agreement; and (iv) Contractor shall be liable for any additional costs incurred by the County as a result of the termination of the

Agreement. Contractor acknowledges and understands that if the County terminates this

Agreement in accordance with this Section, Contractor shall be ineligible for award of a public contract for at least one (1) year after the date on which the Agreement was terminated.

3.33. Public Entity Crimes

Pursuant to paragraph 287.133(2)(a), Florida Statutes, a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair…