Exhibit_F_-_Sample_Agreement_25-P-45JRD.pdf

25-P-45JRD

AGREEMENT FOR

OCEAN CENTER WIRELESS NETWORK UPGRADES

between

County of Volusia

123 W. Indiana Ave.

DeLand, FL 32720 and

TBD

RFP #25-P-45JRD

Title: Ocean Center Wireless Network Upgrades

AGREEMENT FOR OCEAN CENTER WIRELESS NETWORK UPGRADES

This Agreement for Professional Ocean Center Wireless Network Upgrades (hereinafter “Agreement”) made and entered by and between [NAME OF COMPANY], which is duly authorized to conduct business in the State of Florida, and whose principal place of business is located at [ADDRESS OF COMPANY] (“Contractor”) and COUNTY OF VOLUSIA, a body corporate and politic and a subdivision of the State of Florida, whose address is County of Volusia, 123 West Indiana Avenue, DeLand, Florida 32720 (“County”).

RECITALS:

WHEREAS, the County desires to retain the services of a competent and qualified Contractor to provide Ocean Center Wireless Network Upgrades; and

WHEREAS, the County issued Request for Proposals 25-P-45JRD (the “RFP”) seeking a qualified firm to perform Ocean Center Wireless Network Upgrades, and has received responses from various potential vendors; and

WHEREAS, the County has determined that Contractor is fully qualified to render the required service;

and

WHEREAS, in reliance on Contractor’s response to the RFP, the County determined that the execution of this Agreement is beneficial to the people of County of Volusia, Florida.

NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated herein by reference, and other specific consideration set forth in this Agreement, the receipt and sufficiency of which is acknowledged by Contractor and County, the parties agree and stipulate as follows:

1. DEFINITIONS

For this Agreement and any incorporated exhibits, certain terms, phrases, words and their respective derivations shall have the meaning set forth and defined therein and shall be applicable in both. Definition of terms in the Agreement shall first be governed by this Agreement, second by the incorporated Statement of Work (Exhibit A), third by the Fee Schedule (Exhibit B), and fourth by the Insurance Requirements (Exhibit C). In the event of any conflict among the foregoing, the conflict shall be resolved in the order of priority set forth in the preceding sentence. If there is no applicable definition as described above, the terms, phrases, and words, and their respective derivations when used in this Agreement and the Scope of Work, shall have the meanings ascribed to them in the following order of precedence: first, in the most current edition Black’s Law Dictionary and last, in the most current edition of the Merriam- Webster Collegiate Dictionary, if a term is not defined in the Agreement or Black’s Law Dictionary.

A. Access Control: A process of granting or denying specific requests to: 1) obtain and use information or data and related information processing services; and 2) enter specific physical facilities, such as buildings, centers, restricted areas with special entrance rules.

B. Agreement: This Agreement for Ocean Center Wireless Upgrades, including its articles, exhibits, addenda, and attachments.

C. Amendment: An amendment to this Agreement in writing, approved by the Director of Purchasing and Contracts, and signed by the County and Contractor authorizing a modification or revision to one or more terms or conditions of this Agreement.

D. Change Order: A written change or modification to this Agreement approved by the County’s Project Manager and Contractor, which is signed by the County and Contractor authorizing an addition, deletion, or revision in the Scope of Services, or an adjustment in the Agreement price or time, without change to any other terms or conditions of the Agreement.

E. Compensation: The amount paid by the County to Contractor for Services regardless of whether stated as compensation or stated as hourly rates, overhead rates, or other figures or formulas from which compensation can be calculated which includes the total monies payable to Contractor, under the terms of this Agreement, for all Services, labor, materials, supplies, travel, training, profit, overhead, costs, expenses, and any other costs necessary to complete work under the Scope of Services.

F. Common Vulnerabilities and Exposures (CVE): A catalog of known security threats sponsored by the United States Department of Homeland Security (DHS).

G. Contract Administrator: The Director of Purchasing and Contracts or his/her designee responsible for addressing any concerns within this Agreement.

H. Contractor: [NAME OF COMPANY]

I. Contractor’s Project Manager: The Project Manager has responsibility for administering the Contract for the Contractor and will be designated prior to execution of the Contract.

J. County: Shall mean the County of Volusia (a body corporate and politic and a subdivision of the State of Florida).

K. County Project Manager: The person designated by the County to review, approve and make decisions regarding the Scope of Services in this Agreement.

L. Critical Problem: A problem that prevents the System from operating in a production environment and/or affects the integrity of the data and for which no workarounds exist which would enable the System to be used in a production environment and ensure data integrity.

M. Data Risk Management: Assess and manage security and privacy risks to County Data and the systems used to process, store, or transmit County Data.

N. Day: The word “day” means each calendar day or accumulation of calendar days.

O. Deliverable(s): The products or services provided through the Scope of Services for this Agreement including but not limited to: other services, reports, written documentation, training, systems or processes.

P. Director: The Director is the Director of Purchasing and Contracts for the County of Volusia.

Q. Documentation: The organized collection of information that describes the structure, purpose, operation, maintenance, and data requirements for the functionality specified for the software, hardware, operating system, database, and services in Scope of Work.

R. Effective Date: The date that this Agreement is fully executed by Contractor and the County.

S. Final System Acceptance: The date upon which all Deliverables of the Scope of Work have been accepted by the County.

T. Hardware: Physical equipment with a purpose to facilitate electronic functions, store data, display data, process computer instructions, and direct communications.

U. Hardware & Software Warranty: A warranty provided by the Contractor covering the Hardware and Software provided by Contractor, and the Hardware specified by Contractor and provided by the County for the System, ensuring that all of the aforementioned shall perform in accordance with all system and application specifications in the Scope of Work for the Contract term begins after Final System Acceptance such that no other Hardware or Software is required to be purchased or installed by the County to achieve or maintain such functionality so long as the applicable applications are continuously under maintenance.

V. Initial Term: Term of the negotiated Contract prior to renewals.

W. Integration: The state of connecting multiple systems with the intent of sharing or transferring data.

X. Interface: A boundary across which two independent systems meet and act on or communicate with each other.

Y. Key Personnel: Contractor’s personnel who are responsible for Contractor’s day-to-day Project operations as described in Contractor’s Proposal.

Z. Known Vulnerabilities: Vulnerabilities with a Common Vulnerabilities and Exposures (CVE) identifier listed in the United States National Vulnerability Database (NVD) or discovered by the Contractor or County and associated with a specific set of software products and operating systems; to include operating systems and firmware. The NVD is located at https://nvd.nist.gov/.

AA. Licensed Software: Contractor's licensed and other proprietary Software developed by Contractor and required to operate the System, to be provided by Contractor as part of its Services and pursuant to Scope of Work which includes each computer program or module, application and patent which makes up Contractor’s Licensed Software and each copy, translation, update, upgrade, and release, together with any materials related thereto normally provided by Contractor as part of its Services.

BB. Licensed Technology: Licensed Software and Documentation.

CC. Module: A component of a system.

DD. Non-Critical Problem: A Problem that does not materially affect the operation of the System or the integrity of the data in a production environment.

EE. Person or Persons: An individual, firm, partnership, corporation, association, executor, administrator, trustee or other legal entity, whether singular or plural, masculine or feminine, as the context may require.

FF. Project: The project that is described in Exhibits A – A1 of this Agreement.

GG. Proposal: The document submitted by Contractor in response to a formal solicitation (2025-P- 45JRD), which is used to determine if Contractor is highly qualified.

HH. Release: All modifications to the software including new functionality, bug fixes, patches, and service pack releases.

II. Respondent: That person or entity, including employees, servants, partners, principals, agents and assignees of the person or entity that submits a proposal for the purpose of obtaining a contract with the County for the provision of the services requested in the RFP.

Respondent’s Project Manager: The Project Manager has responsibility for administering the Contract for the Respondent and will be designated prior to execution of the Contract.

JJ. Scope of Services: The Services defined in this Agreement under the Scope of Services and Exhibit A, which are hereby agreed to by the parties in writing, and which includes Contractor’s responsibility for performing and complying with all incidental matters pertaining thereto.

KK. Secure Configuration: The management and control of configurations for an information system to enable security and facilitate the management of risk. Secure configuration management builds on the general concepts, processes, and activities of configuration management by attention to the implementation and maintenance of the established requirements of the County.

LL. Services: Those services defined in the Scope of Services to be performed by Contractor pursuant to this Agreement and its attached exhibits, including: the work, duties and obligations to be carried out and performed by Contractor under the Agreement and pursuant to Exhibits A – C, attached hereto and made a part of this Agreement.

MM. Software: The programs, routines, languages, and/or operating systems that shall provide the functionality specified in the Scope of Work.

NN. Specification: Technical and/or functional details that provide information on how a requirement shall be addressed by or within a proposed system.

OO. State: State of Florida.

PP. Subcontractor: A person other than a material man or laborer who enters into an Agreement with a Contractor for the performance of any part of the basic agreement.

QQ. System: The solution provided by the Contractor.

RR. Third Party Software: Other software recommended by the Respondent that supplements or interoperates with the Respondent’s system (software or hardware) so that the entire system provided by the Respondent operates within the functional specifications and requirements of the Scope of Work.

SS. Turnkey Solution: A complete vendor provided solution that is supplied, installed, configured and purchased in a condition ready for immediate use, occupation, or operation within a specified time frame.

TT. Vulnerability: A vulnerability is a weakness in the computational logic (e.g., code) found in software and some hardware components (e.g., firmware) that, when exploited, results in a negative impact to confidentiality, integrity or availability of County Data.

UU. Vulnerability Management: A security capability that provides ongoing assessments of a grouping of security controls that are used to: 1) provide visibility into known vulnerabilities present on the network; 2) delay or prevent entry of malicious or compromised software from being installed on the network; 3) reduce the number of easy-to-compromise devices due to vulnerable software;

4) delay or prevent vulnerable software from being used to gain access to other parts of the network for expansion; 5) prevent escalation of privileges; and/or, 6) prevent data exfiltration.

VV. Warranty: The warranty or warranties as set forth in this Agreement including any warranties required by State Law or regulation.

WW. Web Based: Web based is access to the proposed solution through a web browser with no client software.

2. EXHIBITS

The exhibits listed below are incorporated into and made a part of this Agreement.

A. Exhibit A — Scope of Services, B. Exhibit B — Technology Systems Design and Installation Guidelines (Division 27), C. Exhibit C — Volusia County Computing Security Procedures, D. Exhibit D – Insurance Requirements, and

E. Exhibit E - Fee Schedule.

3. ORDER OF PRECEDENCE

A. If Contractor finds any potential or possible inconsistency, conflict, error, or discrepancy in the Agreement, the order of precedence, Contractor shall immediately call it to the County Project Manager’s attention, in writing, and request the County Project Manager’s interpretation and direction before proceeding with the Services affected thereby.

B. In the event of any conflicts or inconsistencies between any exhibit to the Agreement and the Agreement itself, such conflict or inconsistency shall be resolved by giving precedence in the following order:

1. In the event of any conflicts or inconsistencies between Exhibit A – Scope of Services and any other exhibit of this Agreement in regard to the Scope of Services, Project specifications, performance criteria, or management metrics, Exhibit A – Scope of Services shall be controlling.

2. In the event of any conflicts or inconsistencies between Exhibit B – Fee Schedule and any exhibit in regard to the types of services to be provided under this Agreement, Exhibit B – Fee Schedule shall be controlling.

3. In the event of any conflicts or inconsistencies between the Agreement and any exhibit to the Agreement in regard to all terms and conditions addressed in the Agreement, the Agreement shall be controlling.

4. SCOPE OF SERVICES

Contractor shall provide Services under this Agreement and act as Contractor to the County in accordance with the Scope of Services as specifically set forth in this Agreement and its exhibits.

A. Contractor shall provide Ocean Center Wireless Upgrades in accordance with the Scope of Services and the Supplemental Scope of Services attached as Exhibit A.

B. Performance Criteria:

1. All services shall be performed in accordance with the Agreement and carried out under the direction of the County’s Project Manager.

2. All labor necessary to complete the Scope of Services shall be performed in a good and competent workmanlike manner, in accordance with industry standards and to the satisfaction of the County.

3. Changes to Scope of Services. The County may, at any time, by written change order, make changes within the general Scope of Work to be performed under this Agreement; unless otherwise allowed by the County in the written change order, such changes to the Scope of

Work (or Contractor’s claim for adjustment, described below) shall not allow, permit, or excuse any delay in the performance of the Work. Except as otherwise stated herein, if any such change causes an increase or decrease in Contractor's cost of the Services or the time required for performance of the Work, the County may make an equitable adjustment by amending this Agreement and stating the equitable adjustment in such amendment.

Determination of whether an increase or decrease in cost was caused by the change to the scope of work shall be in the County’s sole discretion. Any claim by Contractor for adjustment under this article must be asserted in writing within thirty (30) days from the date of the County’s notification to Contractor (whether made orally or in writing) of the change that caused the claim for adjustment; otherwise, the claim shall be deemed waived. Except as otherwise provided in this Agreement, no charge for any extra work or materials shall be allowed or approved by the County. No additional Work shall be performed or extra materials purchased until a written Change Order has been approved by Contractor and County.

4. Time is of the Essence. Time is of the essence for all Services performed under this Agreement and all Projects performed in accordance herewith.

5. In the event that the Contractor shall fall behind schedule at any time, for any reason, and such delay is adversely affecting the County’s timely occupation of the Project for its intended purpose, the County shall be entitled to direct acceleration or re-sequencing of the work to bring the Project back on schedule. The Contractor shall reserve in each of its subcontracts entered into in connection with the Project, a right to accelerate consistent with the Contractor’s obligations hereunder.

6. In the event the Contractor determines that the Completion Date cannot be met by re-sequencing the work, then the Contractor shall immediately provide the County, and in any event within three (3) days after the date of receipt of the County’s instruction for re-sequencing or accelerating, a plan to complete the Project in the shortest possible time. No approval by the County of any plan for re-sequencing or accelerating of the work submitted by the Contractor pursuant to this clause shall constitute a waiver by the County of its rights of recovery of liquidated damages as a result of delayed Project completion.

7. Liquidated Damages. Contractor hereby acknowledges that time is of the essence in completion of its obligations as defined in the Agreement between the County and the Contractor, and represented in the Contractor’s Project Plan. In recognition of this, Contractor hereby agrees to pay to the County Liquidated Damages in the following amounts for any delays in meeting its obligations hereunder:

A. Pursuant to the Agreement, Contractor shall pay to the County the sum of One Thousand One Hundred Dollars ($1,000.00) per day, as Liquidated Damages for each calendar day that the Contractor is not able to demonstrate the operational functionality of the System in accordance with the Final System Acceptance Test Plan. In the event the Contractor is delayed by third-party issues, notice must be provided to County as soon as possible and late penalties can be adjusted accordingly for issues beyond their control.

8. Acceptance of Work. Inspection of the finished work shall be performed by the County to determine the acceptability of the work for payment. As a result of said inspections, the County will provide the Contractor with a “punch list” of items considered by the County to be substandard. If within thirty (30) days of the date of substantial completion of construction work, Contractor has failed to remedy all punch list items to the satisfaction of the County, the County may, but shall not be obligated to cause all such remaining items to be remedied through the use of other contractors and deduct the cost thereof. The County may recover said costs from the Contractor including without limitation all of the County’s attorney’s fees and costs incurred in pursuit thereof.

9. Authority to Act on Behalf of County. County's Purchasing and Contracts Director, or such other proper authority pursuant to County policies and procedures, shall have the authority to approve, award, and execute all documents or other instruments required to effectuate changes, modifications, or additional service, so long as the then cumulative financial obligation of County for such additional items does not exceed the Director of Purchasing and Contracts’ authority under the County Code of Ordinances or policies and procedures. Any change, modification or additional service that causes the cumulative financial obligation of County for such additional items to exceed the Purchasing Director's or County Manager’s authority under the Procurement Code shall be presented to the Volusia County Council for approval.

5. RESPONSIBILITY OF CONTRACTOR

A. Where questions exist as to the Scope of Services to be provided, Contractor shall promptly confer with the County Project Manager to ascertain the functional criteria of the Scope of Services. The Services of Contractor shall also include the following:

1. Contractor shall keep the County informed of any changes or advancements in technology occurring any time prior to or during actual implementation of the Services to the extent that such changes and advancements may increase efficiency or otherwise allow for better services or reductions in costs to the County.

2. Contractor covenants and agrees as follows:

a. That its allegations and representations regarding its special talent, training, and experience caused the County to select Contractor to be the prime professional to provide the Services;

b. That Contractor possesses the special skills to recognize material errors or omissions that would result in failures to appropriately perform in accordance with the Scope of Services;

c. That Contractor shall adhere to the standard of care applicable to a contractor with the degree of skills and diligence normally employed by a licensed professional in its field or practice performing the same or similar Services in compliance with all applicable federal, state, and municipal laws, regulations, codes, and ordinances;

d. That Contractor shall provide any Project data, summaries, reports, or studies accurately with regard to the information contained therein. County’s acceptance, approval, or reliance on any such documentation shall not release Contractor from any liability if such information is incorrect or inaccurate, it being understood that the County is relying on Contractor’s status as an industry professional in accepting such documentation.

B. Supervision.

Contractor shall direct and supervise competent and qualified personnel and shall devote time and attention to the direction of the operation to ensure performance of obligations and duties as set forth herein. Contractor shall hire, compensate, supervise, and terminate members of its work force, and Contractor shall direct and control the manner in which Services are performed including conditions under which individuals shall be assigned duties, how individuals shall report, and the hours individuals shall perform. Contractor shall be responsible for all income tax, social security and Medicare taxes, federal unemployment taxes, and any other withholdings from the company’s employees’ and/or subcontractors’ wages or salaries.

Benefits, if any, for Contractor’s employees and/or subcontractors shall be the responsibility of Contractor including, but not limited to, health and life insurance, retirement, liability/risk coverage, and worker's and unemployment compensation. Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures in delivering Services pursuant to this Agreement. Further, Contractor shall be responsible for assuring the County that finished or completed Deliverables comply with the requirements of this Agreement and the Scope of Services contained therein.

C. Assurance.

Contractor gives the County its assurance that all Services performed under this Agreement shall be timely performed in a competent and workmanlike manner and in accordance with the specifications and requirements of the Agreement and any approvals required under the Agreement. All Services not conforming to the specifications and requirements of the Scope of Services shall be considered materially defective and constitute a breach of this Agreement.

D. Accuracy of Reports / Summaries.

Contractor shall be responsible for the professional and technical accuracy and the coordination of all data, reports, summaries, and any other Services furnished by Contractor under this

Agreement. Contractor shall, without additional cost to the County, correct or revise any errors or deficiencies in its Services for which it is responsible.

E. Services to Comply with Specifications and Law.

All Services performed by Contractor including all general provisions, special provisions, job specifications, drawings, addendum, amendments to the basic Agreement, written interpretations, and written orders for minor changes in Services, shall comply with the Scope of Services and all applicable local laws, codes, ordinances and statutes.

F. Subcontractors.

1. Employment or Substitution of Subcontractors. Contractor shall not employ any Subcontractor, other person, or organization of against whom the County may have reasonable objection, nor shall Contractor be required to employ any Subcontractor against whom it has reasonable objection. Contractor shall not make any substitution for any Subcontractor who has been accepted by the County without the County’s approval.

2. Disapproval of Subcontractors. County's disapproval or requirement of removal or replacement of Contractor‘s employee or Subcontractor shall be deemed for lawful reasons if in County’s reasonable judgment, such Contractor‘s employee or Subcontractor poses a threat or causes harm to the health, welfare, or safety, or morale of the County or its agencies, personnel or property or who fails any drug test administered in connection with this Agreement, or who has been convicted of a felony or a misdemeanor involving “moral turpitude” or has been released or dishonorably discharged or separated under conditions other than honorable from any of the Armed Forces of the United States.

3. Contractor Responsible for Subcontractors. Contractor shall be fully responsible for all negligent acts and omissions of its Subcontractor and of persons directly or indirectly employed by them and of persons for whose negligent acts any of them may be liable to the same extent that it is responsible for the negligent acts and omissions of persons directly employed by it. Nothing in the Agreement shall create any contractual relationship between any Subcontractor and the County or any obligation on the part of the County to pay or to see to the payment of any monies due any Subcontractor, except as may otherwise be required by law. County may furnish to any Subcontractor to the extent practicable, evidence of amounts paid to Contractor on account of specific Services done in accordance with the schedule of values.

4. Subcontractors to Act Pursuant to this Agreement. Contractor agrees to bind specifically every Subcontractor to the applicable terms and conditions of the Agreement for the benefit of the County, and shall require all Subcontractors or other outside associates employed in connection with this Agreement to comply fully with the terms and conditions of this Agreement as such may apply to the Services being performed for Contractor.

6. TERM OF AGREEMENT

A. The term of this Agreement shall commence on the Effective Date of this Agreement or when it is fully executed by all parties, whichever is later, and shall terminate five (5) years from the Effective Date. Two (2) subsequent one (1) year renewals are permissible upon mutual written agreement between the parties. The County Manager is authorized by the County to execute documents renewing this Agreement upon the same terms set forth herein and any subsequent amendments.

B. The Services to be rendered by Contractor shall be commenced, as specified in this Agreement or as may be requested by the County and shall be completed within the time specified therein.

7. TECHNOLOGY TERMS AND CONDITIONS

7.1. Warranty

The System, during the term of the Contract and any renewals thereto, is warranted by Contractor to provide the functions, features and capabilities specified and described in the Contract. Contractor further warrants and represents that the System and its software components shall operate together as a whole to perform the functions in the manner specified and delineated in the Contract; and that no other County hardware except hardware provided by County under this Contract or Licensed Software is required to be purchased or installed by County to host the System. County shall be responsible for acquiring and maintaining its own personal computers necessary to access the System. Contractor expressly warrants that each module of the System shall be free from reproducible Defects that cause the System to fail to conform to the operational and performance specifications as set forth in the Contract. Contractor makes the foregoing warranty for the System for a minimum period of one (1) year after Final System Acceptance by County, and for the duration of any maintenance and support agreement covered in by the Agreement or incorporated into the Agreement for so long as the County pays the annual recurring fee. Contractor does not warrant that the operation of Licensed Software and its updates will be uninterrupted or error free. ANY WARRANTIES PROVIDED HEREUNDER SHALL BE VOID IF FAILURE OF THE LICENSED SOFTWARE HAS RESULTED FROM AN ACT OF GOD OR ABUSE OR MISUSE BY THE COUNTY. EXCEPT AS EXPRESSLY

PROVIDED HEREIN, THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED. CONTRACTOR

DISCLAIMS ANY IMPLIED OR OTHER WARRANTIES NOT OTHERWISE EXPRESSED IN THIS AGREEMENT.

Contractor also warrants that the System is free from viruses and/or malicious software which would prevent the System from being operated as described and set forth in the Contract.

7.2. Software Releases/Upgrades during Warranty & Term of Maintenance Agreement

The County shall be entitled to any and all releases of the software and upgraded versions of the software covered in the Contract that becomes available from the Contractor at no charge during the warranty period and through the duration of the maintenance agreement period. The maximum charge for any upgrade after the expiration of the warranty period and the software maintenance agreement period shall not exceed the total difference between the cost of the County’s current version and the price at which the Contractor sells or licenses the upgraded software under similar circumstances. If software is customized for the County, the Contractor shall be compensated at an agreed-upon rate.

7.3. Software, Hardware, or Other Technical Maintenance

The Contractor shall provide all necessary maintenance on a turnkey basis during the term of the Contract.

This may include software, hardware, or other technical maintenance. If not otherwise provided for in the Contractor’s pricing, after the initial term, the annual cost for maintenance may only increase annually by the lesser of three percent (3%) or the Bureau of Labor Statistics, Table 5, Compensation (http://www.bls.gov/news.release/eci.t05.htm), Professional, Scientific, and Technical Services Index for the applicable year (not seasonally adjusted).

7.4. Term of Software License

Unless otherwise stated in this RFP, the County expects that the software license(s) identified in the pricing schedule shall be available to the County for purchase or lease on a perpetual basis. However, the County reserves the right to terminate the license at any time, although the mere expiration or termination of the awarded Contract shall not be construed as intent to terminate the license unless specifically so stated. CANCELLATION OF A PORTION OF THE PERPETUAL LICENSE SHALL NOT AFFECT THE

PERPETUAL LICENSE OF ANY OTHER PORTION OF THE SOFTWARE. ALSO, CANCELLATION OF

MAINTENANCE SUPPORT ON SOME OR ALL OF THE SOFTWARE PURCHASED SHALL NOT AFFECT THE PERPETUAL LICENSE OR BE A CAUSE FOR REPRICING OF ANY LICENSE. The County further reserves the right to transfer all rights under the license to another governmental agency to which some or all of its functions are transferred.

7.5. Product Malfunction

In the event that the County terminates the Contract due to default by the Contractor or does not accept the proposed product(s) after installation due to errors, malfunctions, and/or non-performance of the Contractor (or its sub-contractor), the County shall have the right to use the product(s), without charge, until it can be replaced in accordance with the Transition Plan provisions of this solicitation. In the event that the Contractor cannot correct Critical or Non-Critical Problems noted by the County in the then implemented version (including updates) of the product(s), the Contractor shall replace the product or provide a “work around” within ten (10) calendar days after notification that a software correction is required. In the event that the Contractor does not keep the product(s) functioning according to specifications in accordance with the County’s sole judgment, then the County, at its sole option, shall have the right to return any or all of the product(s) and related technical data and terminate the Contract.

The County may elect to levy liquidated damages as may be established in the awarded Contract or withhold final payments in the case that the system proves unreliable or does not perform. The County may terminate the Contract for this cause.

7.6. Return of Assets

Except as otherwise provided in the Contract, or upon termination of the Contract, the Contractor shall return all County-owned assets including, but not limited to, stored data and information.

7.7. Excessive Downtime

Equipment or software furnished under the Contract shall be capable of continuous operation in accordance with the minimum requirements.

7.8. Ownership of County Intellectual Property

Contractor agrees that all domain names registrations, SSL certificates, personal name SLDs, e-mail addresses, other registrations, and trade names or trademarks that County owns prior to or acquires under this Agreement, whether purchased by the County or by Contractor for the specific benefit of the County under this Agreement shall be owned by the County with all rights of title, interest, and possession.

As such, Contractor agrees that County shall have immediate and unfettered access to and the use and benefit of County’s domain name registrations, SSL certificates, Personal name SLDs, and trade names or trademarks at any time, including upon the termination of this Agreement by either party. Contractor further agrees that County’s domain names, SSL certificates, personal name SLDs, trade names or trademarks shall not be used by Contractor or its subcontractors unlawfully or allow unauthorized access to County’s data in County systems or networks.

7.9. Security Vulnerability Risk Mitigation

A security vulnerability identified in provided software and equipment is considered a major “bug” and a “critical problem” requiring immediate action and shall be expeditiously patched to mitigate risk to County systems and information. In cases where the Contractor is not the original manufacturer, the Contractor shall coordinate mitigation of security vulnerabilities with the original manufacturer. The Contractor shall provide temporary risk mitigation actions to protect vulnerable County systems and information until a permanent patch becomes available. The Contractor shall keep the County Project Manager fully informed of all security vulnerabilities and the actions underway to patch such vulnerabilities.

7.10 Data Security

With respect to the System and environment the Contractor uses to provide services, including those for data processing, storage and transmission, the Contractor is responsible for protecting the confidentiality, integrity, and availability of County Data and agrees as follows:

1. Ownership of County Data. County is the owner of its data, data compilations and reports or compilations of its data generated from use of the Licensed Software ("County Data"). Notwithstanding anything to the contrary contained in this Agreement, the County shall have the right to use the Contractor's Licensed Software to access and have unfettered use of such data, reports, compilations, or information derived from or resulting from the use of the Licensed Software and/or to generate reports from such data, files or information. Contractor acknowledges and agrees that the County is the owner and custodian of said data, compilations and information whether or not such is electronically retained and regardless of the retention media and that the use of the Licensed Software in relation to such information or data does not in any way restrict County in the County's rights of disclosure of its data and information.

2. County Proprietary Information. It is acknowledged by Contractor that to fulfill obligations under the Contract, Contractor personnel may come in contact with business proprietary, personally identifiable, health care, sensitive and privileged law enforcement, and criminal justice information.

Contractor is prohibited from divulging, disclosing, or providing access to information obtained as a result of the Contract to any entity or individual not so authorized by the County. Any misuse or unauthorized access of information is subject to administrative and criminal penalties. The Contractor shall take necessary security measures to ensure there is no unauthorized access to County data and that the County proprietary information cannot be downloaded to or printed from any devices that its employees, contractors or subcontractors use, including, and without limitation, desktops, laptops, and USB flash drives.

3. County Data. In storing, processing, or transmitting County Data, the Contractor shall not comingle the County Data with any data from Contractor’s other clients.

4. Data Sanitization Requirements. The Contractor shall certify to the County, when required, that County data is destroyed and the Contractor is not maintaining, keeping, or archiving County data. Said certification will be provided to the County Contract Manager in writing. Times this may be required during final acceptance and at Contract termination.

5. Data Monetization. The Contractor shall not profit from utilizing County data, metadata, or other County information.

6. Security Operating Protocols. The Contractor shall adhere to cybersecurity standards and best practices published by the National Institute of Standards and Technology (NIST) as applicable, and, employ generally accepted industry security methods and internal security operating protocols to prevent unauthorized access into the service the Contractor provides to the County or interception of data or communications by unauthorized individuals or unauthorized third parties. Such practices shall include, as applicable: Data Risk Management; Secure Configuration and Vulnerability Management; Access Control; encryption of data stored and transmitted using cryptographic modules validated as compliant with Federal Information Processing Standard 140-2 ; firewall protection; password protection; review of firewall logs and intrusion detection and protection systems (IDPS) notifications on a daily basis; and, update of virus definitions and security patches on an as-needed basis.

7. Security Breach. Within twelve (12) hours of discovery, the Contractor shall notify the County should it discover any breach of the security provisions set forth in this Agreement or a loss, interception, unauthorized disclosure or other compromise of the County Data and shall immediately coordinate with the County to investigate and remedy such breach(es) in a diligent and timely manner. Except as may be strictly required by applicable law, the Contractor agrees that it will not inform any third party of any such security breach involving the County Data without the County’s prior written consent; however, if such disclosure is required by applicable law, the Contractor agrees to work with the County regarding the content of such disclosure so as to minimize any potential adverse impact upon affected parties.

7.11. Access to the County System

The County, in its sole discretion, may permit the Contractor to have remote on-line access to designated computer systems of the County in order to facilitate the Contractor’s ability to perform its obligations under this Agreement. Such access shall be used only in furtherance of the Contractor’s duties under this Agreement and may not be used for any other purpose. If such access is granted, the Contractor shall give to the County the names of the Contractor’s employees who have a legitimate business need for such access to the County’s computer systems, and the County shall provide a separate user identification code for each person, if applicable. The Contractor shall audit all remote access used by its employees at least quarterly to ensure its employees are performing their duties in strict adherence to all security and privacy requirements under this Agreement, and shall immediately notify the County of and take immediate action to rectify any deviations. The Contractor, at its own expense, shall provide and maintain any hardware, telecommunications services and software not furnished by the County which is needed to communicate reliably with the County’s computer systems. The County, in its sole discretion, may terminate the Contractor’s access to the County’s computer network at any time. The Contractor shall ensure that: (a) computer access is limited to those employees with a legitimate business need whose names have been furnished to the County; and (b) such employees with access agree to keep any information so obtained strictly confidential, to use such information only to perform the Contractor’s contract obligations to the County and to cease accessing the County’s computer systems when no longer required to perform work under this Agreement. The Contractor shall immediately notify the County if it becomes aware of any unauthorized access to the County’s computer systems or unauthorized use of the information on the systems. Any information to which the Contractor, its officers, employees, subcontractors or agents becomes privy as a result of such access shall be deemed proprietary information and protected by the provisions of this Agreement. The Contractor shall cooperate with the County in the investigation of any apparent unauthorized access by the Contractor to the County computer or electronic data storage systems or unauthorized release of the County Data by the Contractor. The Contractor warrants and agrees that its personnel will not remotely access the County’s system from a networked computer unless the network is protected from all third party networks by a firewall that is maintained with all patches up to date by qualified, trained and competent administrative staff. Said firewall must be certified by the International Computer Security Association (ICSA) (or an equivalent certification as determined by the County) if the connection to the County’s network is an ongoing connection.

7.12. Compliance with Laws and Regulations

Contractors shall be responsible to know and to apply all applicable federal, state, and local laws, ordinances, rules, regulations (including but not limited to the following statutes: Americans with Disabilities Act (ADA),Titles I, II and III of the ADA; Federal Immigration Reform and Control Act of 1986 (as amended); and Title VII of the Civil Rights Act of 1964 (as amended), and all orders and decrees of bodies or tribunals having jurisdiction or authority which in any manner affect the work, or which in any way affect the conduct of the work. Contractor shall always observe and comply with all such laws, ordinances, rules, regulations, orders, and decrees. The awarded Contractor shall indemnify, defend, and hold harmless the County and all its officers, agents, servants, or employees against any claim or liability arising from or based on the violation of any such law, ordinance, rule, regulation, order, or decree caused or committed by Contractor, its representatives, Subcontractors, sub-consultants, professional associates, agents, servants, or employees.

At time of submittal, Contractors must hold the required licensure to be the prime Contractor for all work to be performed under this RFP. If any Contractor proposes to use a Subcontractor or sub-consultant to perform any work under this RFP, such Subcontractor and/or sub-consultant shall, at the time of submittal, hold the required licensure for all work to be performed under this Contract as a Subcontractor and shall maintain such license(s) in full force and effect during the term of the awarded Contract. All licenses and permits required to perform Contractor’s duties under this RFP, whether such license or permit is required by the federal government, State of Florida, Volusia County, or any municipality, shall be at each Contractor’s sole cost and expense, and shall not be a cost of the County. All required licenses and permits shall be maintained in full force and effect during the term of the awarded Contract.

8. AGREEMENT PRICE AND COMPENSATION

8.1. Payment Pursuant to Fee Schedule

Contractor shall be paid Compensation for all Services. Compensation listed in Exhibit E – Fee Schedule constitutes complete payment for all Services rendered under this Agreement, including the cost of all projects, materials, equipment, labor, expenses (including reimbursable expenses, if any), and all mark-ups for overhead and profit more particularly described in Exhibit E – Fee Schedule. The County agrees to pay Contractor in current funds, as compensation for its Services.

8.2. Errors and Omissions in Pricing

Compensation shall not be adjusted because of errors or omissions not the fault of the County in computing the Services costs which result in an increase in the cost of this Agreement or because the time for completion varies from the original estimate, including completion or substantial completion of this Agreement prior to the scheduled or Agreement completion date or on account of County’s election to furnish any of the Services. In addition, Contractor shall certify that the original Agreement price or Compensation for the Scope of Services and any additions thereto shall be adjusted to exclude any significant sums by which the County determines the price or Compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs.

8.3. Reimbursable Expenses

County’s payment to Contractor pursuant to the Fee Schedule, attached hereto and incorporated herein as Exhibit E, shall be full compensation for Services rendered and any expenses incurred in connection therewith. Contractor shall not be eligible for reimbursement for any expenses incurred in connection with the performance of this Agreement.

8.4. Payments

Any payments shall be made in accordance with Exhibit E – Fee Schedule. The hourly rates expressed in Exhibit E shall govern Compensation and provide for payments against specified Deliverables and performance.

A. Approval of Payment

If, on the basis of the County Project Manager’s observation and review of Contractor’s Services, the County Project Manager is satisfied that the Services has been completed and Contractor has fulfilled all of its obligations under the Agreement, the County Project Manager, after receipt of a proper invoice, shall indicate in writing his or her approval of payment and present the invoice to Accounts Payable for payment. Otherwise, the County Project Manager shall return the invoice to Contractor, indicating in writing the reasons for refusing to approve final payment. Subsequent to receiving a returned invoice, Contractor will make the necessary corrections and resubmit the invoice and, if requested, provide explanation or substantiation for said invoice. Regardless of the foregoing, approval of payment pursuant to this section shall not prevent the County from recovering amounts paid when the County subsequently discovers material defects or deficiencies in the services or work provided by Contractor, which defects or deficiencies would have otherwise caused the County to withhold payment.

8.5. Invoices

Invoices or payment requests shall be addressed from Contractor and submitted to the County’s Project Manager. All invoicing and payments, including the practices and procedures pertaining thereto, shall be governed by the applicable provisions of Part VII of Chapter 218, Florida Statutes.

A. Invoice Detail. Contractor shall submit an invoice for which professional Services were rendered to the County upon the completion and acceptance of the Services. Each invoice shall show detailed explanations of the Services accomplished and, if requested, provide substantiation for same. Invoices shall be in accordance with the Agreement prices set forth by labor hours by classification, associated rates, any material or subcontracted costs and any indirect rates or costs in accordance with the Agreement prices set forth hereto. All of the above shall sum to the total amount requested.

B. Contractor’s Invoice(s) shall be accompanied by supporting data as may be required by the County Project Manager. County Project Manager shall review Contractor's Invoice and supporting data and notify Contractor in writing within ten (10) days from receipt of the statement if any amounts requested are disputed or lack adequate support or documentation.

C. Invoicing Pursuant to Agreement. Pursuant to Exhibit B, Contractor shall invoice County for all payments due Contractor under this Agreement. County shall pay invoices in accordance with this Agreement. Invoices shall be sent to the address specified by the County.

D. Withholding. The County may withhold payment of any specific invoiced charges that it disputes in good faith and pay all undisputed charges on the invoice.

E. Payment Due. Within forty-five (45) days of acceptance by the County Project Manager of all the…