Legal_Services_for_Tort_Litigation.pdf

REQUEST FOR PROPOSAL

RFP-604986-25/LTT

LEGAL SERVICES FOR TORT LITIGATION

1301 East Second St.

Sanford, FL 32771

RELEASE DATE: March 17, 2025

DEADLINE FOR QUESTIONS: April 4, 2025

RESPONSE DEADLINE: April 16, 2025, 2:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://secure.procurenow.com/portal/seminolefl https://secure.procurenow.com/portal/%7bproject.government.code%7d

Seminole County

RFP #RFP-604986-25/LTT

Legal Services for Tort Litigation

TABLE OF CONTENTS

I. Introduction II. Scope of Services

III. Instructions to Proposers IV. Instructions for the preparation of Submittals V. Evaluation Phases

Attachments:

A - Insurance Requirements

B - Sample PO

C - RFP-604986-25 LTT Draft Term Contract

Title: Legal Services for Tort Litigation

1. Introduction

1.1. Summary

Seminole County Board of County Commissioners is seeking proposals for legal services to provide tort litigation services.

1.2. Contact Information

Alicia Castillo Claims Manager 1101 East 1st Street Sanford, FL 32771 Email: acastillo@seminolecountyfl.gov Phone: (407) 665-5277

Department:

Resource Management - Purchasing & Contracts

1.3. Timeline

Release Project Date March 17, 2025

Question Submission Deadline April 4, 2025, 5:00pm

Proposal Submission Deadline April 16, 2025, 2:00pm

Attend bid opening Via Zoom meeting link below:

https://us06web.zoom.us/j/84499184101?pwd=

UVhDbk9IS3lnZkZUMW9WV01vWlp3UT09 mailto:acastillo@seminolecountyfl.gov tel:(407)665-5277 https://us06web.zoom.us/j/84499184101?pwd=UVhDbk9IS3lnZkZUMW9WV01vWlp3UT09 https://us06web.zoom.us/j/84499184101?pwd=UVhDbk9IS3lnZkZUMW9WV01vWlp3UT09

2. Scope of Services

2.1. PROJECT DESCRIPTION

The Seminole County Board of County Commissioners is a qualified self-insured entity with program coverage for General Liability. Claims against the County are investigated, evaluated, and administered by County Risk Management professionals and a third-party administrator. These matters involve highly technical areas of the law which require the retention of skilled and expert legal counsel. Disposition of claims is made by the Risk Manager, with direction from the Resource Management Director, County Manager, or Board of County Commissioners depending on the amount of the claim or settlement.

The County will award one contract for tort litigation services to be administered by the Risk Management Division. The work is primarily general liability concerning defense of lawsuits for bodily injury and automobile liability claims, with the possibility of an occasional errors and omissions or employment practices claim. Workers’ compensation and labor matters are not included in this Scope of Services.

The County makes no assurance retention as counsel for the County will result in any minimum number of cases referred.

Attorneys must have extensive experience analyzing and litigating claims made against Florida state and local governments.

Requests for performance of professional services by the Attorney under this agreement will be made in writing by the Risk Manager on behalf of the County.

I. INTRODUCTION

The primary purpose for these guidelines is to provide a clear and uniform framework of how the County wants cases to be managed with respect to handling communications, settlement, and billing.

The County contracts with a Third-Party Administrator (TPA) to handle most aspects of claims management. However, Risk Management plays an active role, particularly in litigation. The TPA has a responsibility to insurance carriers and is responsible for claim reporting to excess insurance carriers.

II. COMMUNICATION

A. All assignments will be referred to you directly by the Risk Manager. Reports shall be directed to the County’s Risk Manager, with copies to the TPA claims adjuster who is handling the file and the County Attorney's Office. The attorney shall be available for County meetings as requested.

B. Within thirty (30) days of receipt of the file, attorney shall submit a report containing at least the following information:

1. A statement of the facts as you know them.

2. Your theory of defense and the legal basis supporting your theory.

3. Relevant investigation and/or discovery required to prevail under your theory.

4. A written analysis of the case which provides the initial evaluation of the case and identifies the strengths and weaknesses of the case.

5. Pertinent statutes and/or case law that may affect the outcome of litigation.

Subsequent reports should provide updates on these items at least every ninety (90) days, or sooner if events dictate.

C. Within sixty (60) days following receipt of the case, counsel shall prepare and send all of the following (except as indicated in this document or otherwise directed):

1. INVESTIGATION: Counsel shall identify any additional information or documentation that is needed to disprove the plaintiffs’ claims or to establish defenses. To the extent possible, investigation and information gathering shall be done by the County or through use of resources available through contracts maintained by the County’s TPA.

2. STRATEGY: Counsel shall define the strategy to be used in each lawsuit and may include:

a. The anticipated course of action (i.e., motion to dismiss, motion for summary judgment, negotiated settlement, trial, etc.) to be taken.

b. The factors or elements which must be proved or disproved and the necessary discovery to establish these defenses or proof.

c. The timing of the discovery, filing of motions, negotiations, or other objectives.

d. A description of how the work will be distributed among those who will be working on the case.

e. The tactics to be used in defending the case and the advantages to be gained using these tactics.

3. BUDGET: Counsel may be asked to provide an estimate of the anticipated cost of each significant aspect of the case including:

a. Discovery

b. Motions

c. Hearing appearances

d. Other

A. Post Pretrial Conference status report must be sent no later than ten (10) days after every Pretrial Conference.

B. Forty-five (45) days prior to Mediation, attorney shall submit a report which should include issues to be mediated, recommendations, and evaluation.

C. Attorney must finalize the mediation strategy with the County’s Risk Manager at least twenty (20) days prior to mediation.

D. Sixty (60) days before trial, attorney shall submit a pretrial report to include evaluation and recommendations.

E. Once you have had a file for six (6) months, attorney will send a letter to the County discussing your plan for closing the file, unless you have sent the County a report in the previous thirty (30) days.

F. All correspondence should be concise. Use a captioned format to highlight specific and separate issues, i.e., MEDICAL ISSUES, RECOMMENDATIONS FOR WORK TO BE DONE, SETTLEMENT OPTIONS, ETC. Correspondence, other than routine emails, shall be converted to .pdf format; contain the signature of the attorney; be in a searchable format; and be uniquely named in a manner associating the file name with the claim and subject matter.

G. Discovery, particularly depositions, must be conducted with a specific goal and defense theory in mind. Aimless or misdirected depositions are totally unacceptable. All depositions must be approved by the Risk Manager prior to scheduling. A brief summary of each deposition should be sent as soon as possible after each deposition. Deposition must be coordinated with the Risk Manager’s schedule as he/she generally attends all depositions.

H. All settlement demands should be reported immediately. In all cases, always provide us with all realistic options including compromise and settlement, even if you are convinced, we have a winner. Always provide your professional opinion on which option you believe is in our best interest and never convey a settlement demand from a claimant's attorney without commenting on the reasonableness of the demand along with your recommended response.

I. Upon request of the County's Risk Manager, and at such other times as deemed necessary, counsel shall provide written or oral evaluation of the litigation. Under no circumstance is counsel to retain services of any provider, such as surveillance, medical evaluation, expert witness, etc. without obtaining prior specific authority from the County’s Risk Manager.

J. Whenever your correspondence contains a request for action on the part of the County's TPA, be certain it is captioned. ·

K. Subrogation: Be sure to include a separate section in your evaluation report and all subsequent reports addressing the potential for recovery from any other source, if applicable.

L. CONFIDENTIAL: It is understood that communications between this firm and the named defendants, servicing agency, and Risk Management will be considered work product, which is confidential and privileged until the claim, litigation, or proceedings are concluded. See Florida Statute Section 119.07. It is also understood all such correspondence will most likely eventually become Public Record.

M. The County expects to receive an electronic copy of all documents filed with the Court by any party. This can be accomplished by providing a County email address to the Court, through the use of an email forwarding service, or by forwarding the documents upon receipt. This should be accomplished as an administrative task and unbilled. Counsel may bill for status reports necessary to explain, expand on, or provide legal advice related to such documents, if necessary. However, documents which are merely administrative or clearly self-explanatory should not incur such reports.

III. SETTLEMENTS

Legal counsel shall not settle any claim or litigation without prior written authorization from the Risk Manager. For claims that have exceeded the County's self-insured retention (SIR), legal counsel shall not settle any claim or litigation without ensuring County or TPA has secured prior written authorization of the Excess Carrier.

IV. BILLING - HOURLY RATE AS STATED IN CONTRACT

All bills for legal services and costs shall be submitted monthly. All bills shall state with particularity the legal work performed, the actual time expended to perform the work, the costs incurred, and who performed the work. Time shall be expressed in increments of one tenth (.10) of one hour. Attorneys submitting the bills for payment are responsible for the content of the bills and will work with the Risk Manager and TPA to resolve any problems or answer questions. All bills shall be directed to the TPA for payment or a bill review company as directed by the County. Travel outside the Counties of Orange, Osceola, Volusia, or Seminole must be pre-approved by the Risk Manager. All copies and postage shall be considered overhead and must not be billed under this agreement.

All outside vendor type expenses such as Court Reporters, Federal Express, Photographs, Process Servers, Court Fees, Experts, etc., shall be billed as "pass through" items, without any markup or multiplier. Copies of the invoice supporting the charge shall be included, as a matter of ongoing practice, with the Attorney's bill for services on which that outside service fee is based.

V. DEFENSE COUNSEL LITIGATION GUIDELINES

Staffing

We expect only one primary lawyer to be assigned to each case. Seminole County recognizes that circumstances occasionally dictate the use of a second attorney. If a second attorney is necessary, please consult Seminole County Risk Management for approval. Prior approval must be documented.

We endorse the use of paralegals for those aspects of a claim which do not have to be prepared by a lawyer, however a goal should be to minimize the number of people necessary to get the job done, and therefore the following applies:

No one other than approved personnel should charge for time expended on the case.

Should an unavoidable schedule conflict arise requiring substitution of one attorney for another, Seminole County should be notified in advance and approval given. Even where approval is granted, Seminole County will not reimburse the firm for any extra time expended by the second attorney to prepare for the activity (which would not have been expended by the assigned attorney). Should there be a change in the staffing of a case, the firm will not be reimbursed for time expended by the new personnel to become familiar with the matter.

Daily Hours Billed

Seminole County will not reimburse for individual timekeepers billing more than 10 hours per day without prior approval from Risk Management.

Secretarial/ Clerical Functions at Professionals Rates

Seminole County requires that only professional services be the subject of billing. There are numerous functions, which are basically administrative, secretarial, or clerical in nature, which are not billable. Some of those functions are as follows:

1. Scheduling and arrangements for meetings, appointments, depositions, and court appearances: whether by phone, email, or otherwise.

2. Reminder phone calls or emails for scheduled meetings, appointments, depositions, court appearances, etc.

3. Calendaring.

4. Conflict checks.

5. Organizing and re-organizing files (if it does not involve sorting case documents such as individual documents attached to requests for production of documents).

6. Bates stamping.

7. Indexing file materials (unless it involves indexing case documents wherein professional judgment as to the index categories must be utilized).

8. Tabbing file materials.

9. Pick-up and delivery of documents and records.

10. Telephone calls and or correspondence to copy services, providers, court reporters.

11. Creating and organizing binders, folders, and notebooks.

12. Processing vendor bills.

13. Collating.

14. Organizing for storage.

15. Copying and binding.

16. Filing and re-filing.

17. Inventorying documents.

18. Photocopying documents.

19. Instructions to vendors.

20. Making travel arrangements.

The above list is not all-inclusive.

Seminole County will not pay for secretarial, clerical, or administrative functions performed by attorneys, paralegals, or non-professional staff such as secretarial, clerical, computer, library and/or other non-professional personnel.

Proofreading/Revisions

SEMINOLE COUNTY will not reimburse the firm for time expended on revision or modification of the work product of a junior attorney by a senior attorney. SEMINOLE COUNTY will not reimburse the firm for proofreading documents for typographical/dictation errors or stylistic changes.

Intra-Office or Inter-Office Conferencing and Memoranda

SEMINOLE COUNTY should not be billed for intra-office conferencing and memoranda.

Memoranda and letters which simply announce deposition dates; court dates; mediation dates, and similar matters which do not require professional judgment are not billable.

However, we will pay for the preparation of memoranda summarizing any approved legal research so long as the memorandum is provided to SEMINOLE COUNTY.

Incomplete Phone Calls and Emails

SEMINOLE COUNTY should not be charged for incomplete phone calls, such as when you have merely left a message for a return call. Also, SEMINOLE COUNTY should not be charged for your receipt of telephone messages, where you have merely been left a message to return a phone call. Similarly, simple emails sent requesting a person to call, provide a best time to call, advise if they are available for a call, etc. should not be billed.

Professional Services Requiring Prior Approval

The following activities, outlined in more detail in the sections below, require approval from Seminole County Risk Management before they are performed by your firm:

• Handling of a matter by more than one attorney.

• Multiple personnel attending a function (e.g., deposition, meeting, hearing, trial, etc.).

• Engaging Expert Witnesses.

• Legal Research more than two hours.

• Motion Practice.

• Long distance travel.

• Messenger/Courier/Delivery/Express/Overnight Document and Mail Services (whether by USPS, UPS, FedEx, or other carriers).

• Database/Data Entry charges.

NOTE: All activities requiring approval must be indicated on the invoice with the name of the Seminole County personnel approving. Failure to indicate the person granting prior approval on the invoice will result in non-payment of the billing entry.

Use of Multiple Personnel at a Function

The attendance of more than one attorney, paralegal, etc. representing SEMINOLE COUNTY, whether at a deposition, hearing, mediation, or meeting, is discouraged and prior approval is required from SEMINOLE COUNTY.

Repetitive file reviews, document reviews and/or other preparation by more than one attorney and/or paralegal for depositions, hearings, mediations or meetings is also discouraged and prior approval is required.

Depositions

Depositions, when properly coordinated, provide information vital to a prompt and fair disposition of the claim. We request that you seek prior approval before scheduling the offensive deposition of any witness. Wait time more than (30) minutes charged on an invoice for a nonappearance at a deposition will not be reimbursed unless client approval is indicated.

Legal Research

You must obtain prior approval from SEMINOLE COUNTY before conducting any legal research for more than two hours.

It should be noted that we should not be charged for routine legal research. Matters of common knowledge among reasonably experienced counsel are non-chargeable items.

Where circumstances exist that enable you to utilize your data or brief banks, the company should only be charged for the updating of previously researched materials.

Copies of significant research products, such as legal research memoranda, should be forwarded to the SEMINOLE COUNTY.

General/Diary/Status Reviews

SEMINOLE COUNTY will not pay for a general, diary or status file review. A general, diary or status file review is defined as a review which is not precipitated by an event, such as a telephone call or receipt of correspondence, or does not result in the creation of any tangible work product.

Transfer File Reviews

SEMINOLE COUNTY will not pay for file reviews caused by an administrative decision by the firm to transfer the entire case or a portion of a case between firm personnel.

Similarly, SEMINOLE COUNTY will not pay for file reviews to add personnel or replace personnel handling a case. SEMINOLE COUNTY will only pay for file review if your firm received a reassigned matter previously handled by other non-firm counsel for purposes of getting "up to speed" on the case.

Qualified Professionals

SEMINOLE COUNTY will only pay professional rates for attorneys, law clerks, or qualified paralegals performing proper functions in relation to a file. Billing for clerical, administrative, word processing, or other non-professional staff is not permitted.

SEMINOLE COUNTY will not pay for services rendered by clerical, library, administrative, computer, data entry, secretarial, or other non-professional personnel. All paralegal level tasks will be reimbursed at a paralegal rate regardless of who performs the task.

Examples of billable activities, which can often be properly performed by paralegals, are as follows:

Preparation of Subpoena for employment and medical records CAVEAT: If you use a record copy service to issue a subpoena, preparation of the request form is appropriately a secretarial or clerical activity which is not compensable.

1. Preparation of Subpoena for deposition, Preparation of Notice of Mediation.

2. Preparation of Notice of Deposition, Preparation of Notice of Hearing.

3. Preparation of Notice of Appearance, Preparation of Substitution of Attorney.

4. Preparation of legal documents required to set Depositions, Mediations, and

Hearings.

5. Preparation of exhibit list.

6. Organization and re-organization of files if it involves case documents such as separating and cataloging responses to Requests for Production of

Documents.

7. Indexing file materials if they are case documents requiring professional judgment with respect to categories.

8. Summarizing medical records and employment records.

9. Preparation of medical indices.

10. Preparation of records request(s).

11. Preparation of Authorization to Secure Records (medical, tax, IRS, employment, union, etc.).

12. Preparation of Notice of Denial, which does not require affirmative defenses, or specific denials.

13. Preparation of Requests to Produce (Form or Standard).

14. Preparation of Interrogatories (Form or Standard).

15. Preparation of Expert Interrogatories (Form or Standard).

16. Preparation of Motions to Compel (Form or Standard).

17. Preparation of form closing papers.

18. Stipulation to Extend Time to Answer.

The above lists are not all-inclusive.

Messenger/Courier/Delivery Express/Overnight Document or Mail Services (whether by USPS, UPS, FedEx, or other carriers)

The use of messenger and expedited mail and document delivery services is considered part of the normal overhead costs of the law firm. The cost of these services is not accepted for reimbursement, except when the use of these services was at SEMINOLE COUNTY request or if an emergency occurs over which the firm has no control. In that event, reimbursement will be subject to prior SEMINOLE COUNTY approval. Prior approval must be noted in the billing entry with the name of the person giving approval.

Computer-Assisted Research/Database Charges

SEMINOLE COUNTY will not pay for computer-assisted research or database charges without prior approval. The use of research tools, such as Westlaw, Lexis, or other like databases or services, must be pre-approved and, if approved, must be billed for actual cost only with no markup or multiplier.

Non-Reimbursable Disbursements

The following costs will not be reimbursed by SEMINOLE COUNTY:

• Clerical or secretarial salaries or overtime expenses for full time or temporary staff

• Photocopies

• Printing charges relating to material received electronically or in electronic format

• Facsimiles

• Postage

• Local and or long-distance telephone charges

• Internet services

• Office supplies

• Document processing, word processing, data input or processing

• Meals for staff in the office, including late meals or conference meals

• Travel-related expenses to and from court appearances, mediations, depositions, hearings, business meetings, witness meetings, etc. in Seminole, Orange, Osceola, and Volusia counties.

• Travel-related expenses such as alcoholic beverages, rental movies, personal grooming services, private limousine transportation as opposed to taxi or shuttle service, valet services, etc.

3. Instructions to Proposers

3.1. Contact

All prospective Proposers are hereby instructed not to contact any member of the Seminole

County Board of County Commissioners, the County Manager or Deputy Manager, or any

Seminole County Staff members other than the noted Purchasing & Contracts Division (herein referred to as ‘PCD’) Contact Person, Liduvina Torres, regarding this RFP or their written proposal at any time prior to the posting on the COUNTY’S Website of the recommendation and intent to award by County staff for this project. Any such contact shall be cause for rejection of your proposal. Interpretation of this clause will be solely at the discretion of the COUNTY.

3.2. Pre-Proposal Conference

There will not be a Pre-Proposal Conference for this RFP.

3.3. Public Opening

Electronic submittals shall be received by PCD online in accordance with the instructions in this solicitation documents, unless otherwise revised via posted Addenda. Persons with disabilities needing assistance to participate in the Public Opening should call the noted PCD Contact

Person at least forty-eight (48) hours in advance of the Public Opening at (407) 665-7117. The

Public Opening via ZOOM https://us06web.zoom.us/j/84499184101?pwd=UVhDbk9IS3lnZkZUMW9WV01vWlp3UT09 /

Meeting ID: 844 9918 4101 / Passcode: 760550

3.4. Delays

The COUNTY, at its sole discretion, may delay the scheduled due date and time for submission, if it is to the advantage of the COUNTY to do so. The COUNTY will post all changes in the scheduled due date and time for submission by written addendum posted to the COUNTY’s

Website: (https://secure.procurenow.com/portal/seminolefl)

3.5. Proposal Submission and Withdrawal

The COUNTY will accept submittals electronically via the COUNTY’s e-Procurement Portal until

2:00 pm on Wednesday, April 16, 2025. Proposals received after the scheduled due date and time for submission shall not be considered. Proposals submitted in any other format other than via the COUNTY’S e-Procurement Portal, including but not limited to, hard copy (mailed or hand delivered), facsimile, or emailed submittals, will not be accepted, nor considered. The scheduled due date and time for submission will be scrupulously observed. Companies shall register on the COUNTY’S e-Procurement Portal. Once registered, Companies may view and click "Follow" to be a prospective Proposer for this solicitation and will appear on the Follower’s list. Proposers that fail to Follow this project will not receive automatic addenda notifications, nor will they be able to draft a response in the COUNTY’S e-Procurement Portal, and therefore will be unable to participate or be considered for this RFP. If a Proposer encounters technical difficulties using the COUNTY’S e-Procurement Portal, or needs assistance using the Portal, Proposers may access the Help Center for vendor training guides provided by OpenGov-Procurement, the

Software Administrator. Proposers may also contact the Software Administrator using the real-http://help.procurenow.com/en/articles/5815468-opengov-procurement-vendor-training time chat function on the COUNTY’S e-Procurement Portal (located in lower right-hand corner of the screen), or via email at support@procurenow.com for support.

The COUNTY will not be responsible for untimely submissions due to personal or company internet or hardware limitations, settings or restrictions, internet speed, power outage, network connection, or use of a malfunctioning electronic device, or the like, neither the COUNTY, nor the Software Administrator, will be held responsible. Proposers shall be solely responsible for ensuring the capability of their computer system while responding to this solicitation, and for the stability of their internet service. Uploading large documents may take significant time depending on the size of the file(s) and the Internet connection speed that the Proposer is using to submit a response. Failure of the Proposer to successfully submit an electronic proposal before the deadline indicated herein shall be at the Proposer's sole risk, and no relief will be given for late and/or improperly submitted proposals. Once file(s) have been uploaded and the

Submission Status shows as “Submitted” the submission is complete. At that point, the

Proposer will also receive an email confirmation from the COUNTY’s e-Procurement Portal.

Telephone confirmation of timely receipt of any submittal should be made by calling (407) 665-

7117, before the 2:00 pm deadline.

The Proposer is required to submit ONE (1) ELECTRONIC FORMATTED file of their complete written submittal.

Proposers may withdraw their submittal electronically via the COUNTY’S e-Procurement Portal at any time prior to the scheduled due date and time for submission.

3.6. Inquiries

All Proposers should carefully examine the RFP documents. Any ambiguities or inconsistencies shall be brought to the attention of PCD Contact Person in writing via the Q&A tab in the

COUNTY’S e-Procurement Portal prior to the scheduled due date and time for submission.

Failure to do so, on the part of the Proposer, shall constitute an acceptance by the Proposer of any subsequent decision made by the COUNTY. Any questions concerning the intent, meaning and interpretations of the RFP documents including the attached Draft Agreement, shall be requested in writing, and received no later than 5:00 pm on Friday, April 4, 2025. Written requests shall be submitted via the COUNTY’S e-Procurement Portal The COUNTY will not be responsible for oral instructions made by employees of the COUNTY or its authorized representatives in regard to this RFP. If the Q&A deadline has passed, a Proposer may contact the COUNTY directly if necessary at ltorres@seminolecountyfl.gov. The COUNTY reserves the right to reject any questions sent after the Q&A deadline.

3.7. Addenda

Should revisions to the RFP documents become necessary, the COUNTY will post Addenda information on the COUNTY's e-Procurement Portal. The COUNTY’s e-Procurement Portal will issue an automated email notification to all “Followers” on the RFP’s Followers list. All

Proposers should check the COUNTY's Website or notify Liduvina Torres to verify information regarding Addenda. Failure to do so may result in rejection of the Proposer’s submitted proposal and a determination as “Non-Responsive”. By execution of the Formal Notice for this RFP, the

Proposer acknowledges receipt of all Addenda issued under this solicitation. Addenda information will be posted on the COUNTY’s Website

(https://secure.procurenow.com/portal/seminolefl). It is the sole responsibility of the Proposer to ensure that they obtain information related to any Addenda.

3.8. Selection Process and Award

Proposals will be reviewed by the COUNTY Evaluation Committee in accordance with the evaluation criteria set forth in the RFP documents. The COUNTY reserves the right to conduct interviews and require presentations of any or all Proposers prior to selection. The COUNTY will not be liable for any costs incurred by the Proposer in connection with such presentations.

Should oral presentations for this RFP be required by the COUNTY, the evaluation criteria and weights shall be used to short-list the Proposers. The County will award a contract based on the proposal that best meets the County's requirements. The Proposer understands that this RFP does not constitute an agreement or a contract with the Proposer. The COUNTY reserves the right to reject all bids/proposals, make multiple awards (award to more than one vendor), make a partial award, to waive formalities, to re-solicit and advertise for new bids/proposals, or to cancel the project in its entirety.

3.9. Proposal Preparation Costs

Neither the COUNTY nor its representatives shall be liable for any expenses incurred in connection with preparation of a response to this RFP. Proposers should prepare their proposals simply and economically, providing a straightforward and concise description of the

Proposer's ability to meet the requirements of this RFP.

3.10. Accuracy of Proposal Information

By submission of a proposal, Proposer acknowledges that they have carefully examined the

Request for Proposal documents and agrees to furnish the services specified in the solicitation at the prices, rates or discounts as proposed. Proposers agree that their proposal will remain firm for a period of up to one hundred twenty (120) days in order to allow the County adequate time to evaluate the submittals.

By submission of a proposal, Proposer agrees to abide by all conditions of this proposal and understands that a background investigation may be conducted by the Seminole County

Sheriff’s Department prior to award. Proposer certifies that all information contained in their proposal is truthful to the best of their knowledge and belief. Proposer further certifies that they are duly authorized to submit this proposal on behalf of the vendor/Proposer as its act and deed and that the vendor/Proposer is ready, willing and able to perform if selected.

3.11. Insurance

A misstatement or omission of a material fact, whether intentional or not, regarding the

Proposer's insurance coverage, policies or capabilities may be grounds for rejection of the

Proposer’s submitted proposal and rescission of any ensuing Award Agreement.

The COUNTY recommends that all Proposers review the insurance requirements listed within the Draft Agreement with their insurance carriers. A copy of the insurance certificate shall be furnished to the COUNTY prior to the final execution of the COUNTY’s

Award Agreement. The COUNTY reserves the right to reject the award to any Proposer that fails to provide the insurance as required within the COUNTY’s Award Agreement.

3.12. Licenses

Proposers, both corporate and individual, must be fully licensed and certified for the type of work to be performed in the State of Florida at the time of submittal under this RFP. Failure of the Proposer to be fully licensed and certified, may result in rejection of the Proposer’s submitted proposal and a determination as “Non-Responsive”. Any permits, licenses, or fees required shall be the responsibility of the Proposer. No separate or additional payment will be made for these costs. Adherence to all applicable code regulations, Federal, State, County, City, etc., is the responsibility of the Proposer.

3.13. Posting of the RFP’s Recommendation and Intent to Award

The recommendation and intent to award for this RFP will be posted on the COUNTY’s Website

(https://secure.procurenow.com/portal/seminolefl). Failure to file a protest with the COUNTY’s

Purchasing & Contracts Manager within the time prescribed in the COUNTY's Purchasing Code, Policies and Procedures shall constitute a waiver of proceedings.

3.14. Public Records

Upon recommendation and intent to award this RFP as posted to the COUNTY’s website or thirty (30) calendar days after closing, proposals are considered “public records" and shall be subject to the public disclosure regulations consistent with Chapter 119, Florida Statutes.

Proposers must invoke the exemptions to disclosure provided by law in their response to the solicitation and must identify the data or other materials to be protected by uploading any information deemed confidential separately under “Confidential Files,” and must state the reasons why such exclusion from public disclosure is necessary pursuant to the COUNTY’s, “Compliance With Public Records Law” Form, which is required as part of the RFP documents.

Ownership of all data, material, and documentation originated and prepared for the County pursuant to the RFP shall belong exclusively to the County and be subject to public inspection in accordance with the Public Records Law. Trade secrets or proprietary information submitted by a Proposer shall not be subject to public disclosure under the Public Records Law; however, the

Proposer must invoke the protection of this section prior to or upon submission of the data or other materials, and must identify the data or other materials to be protected and state the reasons why protection is necessary.

3.15. Prohibition Against Contingent Fees

It shall be unethical for any person to be retained, or to retain any company or person, other than a bonafide employee working solely for the Proposer to solicit or secure the Award

Agreement for this RFP, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bonafide employee working solely for the Proposer, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from award or making of this Award Agreement. For the breach or violation of this provision, the

COUNTY shall have the right to terminate the Award Agreement at its sole discretion, without liability and to deduct from the Award Agreement price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration.

3.16. Rejection/Disqualification

The COUNTY reserves the right to reject the proposal of any Proposer who has failed to perform, in a timely manner, the scope of services of a previously awarded agreement. The

COUNTY reserves the right to inspect all facilities of Proposers in order to make a determination as to the available resources to perform properly under this award. The COUNTY reserves the right to waive any irregularities, informalities, and technicalities and may, at its discretion, issue a re-procurement. More than one (1) proposal from an individual, firm, partnership, corporation, or association under the same or different names will not be considered. Reasonable grounds for believing that a Proposer is involved in more than one proposal submittal will be cause for rejection of all proposals in which such Proposers are believed to be involved. Any or all proposals will be rejected if there is reason to believe that collusion exists between Proposers.

Proposals in which the prices obviously are unbalanced will be subject to rejection.

3.17. Purchasing Code

Seminole County Code Chapter 220 (Purchasing Code), Administrative Code Section 3.55

(Purchasing Policy), and County Manager Policies apply to this RFP in their entirety.

3.18. Affirmation

By submission of a proposal, the Proposer affirms that their proposal is made without prior understanding, agreement or connection with any corporation, firm, or person submitting a proposal for the same materials, supplies, equipment or services, and is in all respects fair and without collusion or fraud. The Proposer agrees to abide by all conditions of this RFP and the resulting Award Agreement as prepared by Seminole County.

3.19. Governmental Restrictions

In the event that any governmental restrictions are imposed which would necessitate alteration of the material quality, workmanship or performance of the items offered on this proposal prior to their delivery, it shall be the responsibility of the Proposer to notify the Purchasing and

Contracts Division at once, indicating in his/her letter the specific regulation which required an alteration, including any price adjustments occasioned thereby. The County reserves the right to accept such alteration or to cancel the contract or order at no further expense to the County.

3.20. Advertising

In submitting a proposal, Proposer agrees not to use the results therefrom as a part of any commercial advertising, without the express written approval of the County Manager’s Office.

3.21. Patents and Royalties

Unless otherwise provided, the Proposer shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of the contract resulting from this

PS. The Proposer, without exception, shall indemnify and save harmless the County and its employees from liability of any nature or kind, including cost and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or supplied by the Proposer. In the event of any claim against the County of copyright or patent infringement, the County shall promptly provide written notification to the Proposer. If such a claim is made, the Consultant shall use its best efforts to promptly purchase for the County the legitimate version of any infringing products or services or procure a license from the patent or copyright holder at no cost to County that will allow continued use of the service or product. If none of the alternatives are reasonably available, the County agrees to return the article on request to the Proposer and receive reimbursement, if any, as may be determined by a court of competent jurisdiction.

3.22. Drug-Free Workplace Compliance

Proposer shall comply with Section 287.087, Florida Statutes, and failure to comply shall result in rejection/disqualification of the proposal and all agreements as a result of this solicitation.

3.23. Public Entity Crime

Any Person or affiliate, as defined in Section 287.133, Florida Statutes, shall not be allowed to contract with the COUNTY, nor be allowed to enter into a subcontract for Work on this Project, if such a person or affiliate has been convicted of a public entity crime within three (3) years from the date this Project was advertised for Proposal, or if such person or affiliate was listed on the

State's convicted vendor list, within three (3) years of the date this Project was advertised, whichever time period is greater. A public entity crime means a violation of any state or federal law with respect to and directly related to the transaction of business with any public entity or agency (federal, state or local), including but not limited to, any contract for the construction or repair of a public building or public work involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, forgery, falsification of records, receiving stolen property or material misrepresentation. Any Agreement with the COUNTY obtained in violation of this Section shall be subject to termination for cause. A sub-contractor who obtains a subcontract in violation of this Section shall be removed from the Project and promptly replaced by a sub-contractor acceptable to the COUNTY.

3.24. Proprietary/Restrictive Specifications

Proposers who feel the specifications contained herein are proprietary or restrictive in nature, thus potentially resulting in reduced competition, must notify the Purchasing and Contracts

Division of their rejection upon receipt of this Request for Proposals and prior to the due date.

3.25. Payment Terms/Discounts

The County’s payment terms are in accordance with Section 218, Part VII, Florida Statutes, Florida Prompt Payment Act. Cash discounts for prompt payment shall not be considered in determining the lowest net cost for evaluation purposes.

3.26. Additional Terms and Conditions

Unless expressly accepted by the County, only the terms and conditions in this document and

Award Agreement shall apply. Any and all additional terms and conditions shall have no force and effect, and are inapplicable to this proposal if submitted either purposely through intent or design, or inadvertently appearing separately in transmittal letters, specifications, literature, price lists or warranties. It is understood and agreed that the general and/or special conditions in these RFP documents and any Addenda issued under this solicitation are the only conditions applicable to this proposal and the Proposer's authorized signature on the Proposal Response

Form attests to this.

3.27. Price Redeterminations

1. During the Renewal Term: Petitions for price redeterminations must be made at the time of

County’s notification to the Contractor of the renewal period. Any such petition must be made pursuant to the provisions of this Section and only for those price redetermination categories specified herein. Unless otherwise expressly set forth in this document, no other price redeterminations will be allowed. All price redeterminations will be approved by a duly executed amendment to the Contract to reflect the new prices for the renewal term.

2. Outside the Renewal Term: Petitions for price redeterminations must be made within thirty

(30) days of the anniversary date of the Contract. Any such petition must be made pursuant to the provisions of this Section and only for those price redetermination categories specified herein. Unless otherwise expressly set forth in this document, no other price redeterminations will be allowed. All price redeterminations will be approved by a duly executed amendment to the Contract.

BASIS FOR PRICE REDETERMINATIONS. The Contractor may petition the Purchasing and

Contracts Division for price redetermination based on the increased costs of wages, fuel, or materials. Price redeterminations will be based solely upon changes in pricing or costs documented by either the Employment Cost Index (ECI) or Producer Price Index (PPI), whichever is applicable, as published by the Bureau of Labor Statistics. The base index number for the ECI will be for the quarter in which the solicitation opens. The base index number for the

PPI will be for the month the solicitation opens. Any subsequent price redeterminations will use the last price redetermination approved for that price redetermination category as the "base index number." The County shall have the right to audit the Contractor's records, including, but not limited to, payroll, materials, and fuel cost records, to verify or otherwise investigate the validity of any price redetermination request.

WAGE PRICE REDETERMINATION. When requesting a price redetermination based upon an increase in wage costs, the Contractor shall refer to and utilize the Pay & Benefits, Employment

Cost Index, Private Industry, Compensation as prepared by the Bureau of Labor Statistics in the

U.S. Department of Labor available at www.bls.gov.

MINIMUM WAGE PRICE REDETERMINATION. If the minimum wage increases during the term of the Contract, including any renewal or extension period thereunder, the Contractor may petition the Purchasing and Contracts Division for price redetermination for those job categories where the pay to the Contractor's employee(s) is the current minimum wage. Upon verification of the information provided, the County will grant an increase of exactly the amount of the minimum wage increase (not the percentage increase). The Contractor must increase the pay to the employee(s) by the amount the Contractor has requested, which shall not exceed the amount of the minimum wage increase. The amount paid to the Contractor will be the increase plus any written and documented increase in FICA, Medicare, and Workers' Compensation insurance. The Contractor must supply written documentation of any other increase that is beyond the scope and control of the Contractor. All written documentation must satisfy the reasonable expectations of the Purchasing and Contracts Division.

• Example: Minimum wage increases from $7.31 to $7.56 per hour. The Contractor may petition for an increase of $0.25 per hour to be paid to the affected employee(s) and shall provide written and documented cost increases for FICA, Medicare and Workers' Compensation. The resulting increase in costs shall be incorporated into fees/rates billed to the County.

If the Contractor bills the County at a higher price according to any price redetermination granted by the County, and the Contractor fails to increase the hourly rate paid to the employee for the same period, the Contractor will be considered in Contract default and the Contract will be immediately terminated.

FUEL PRICE REDETERMINATION. If and when the price of fuel increases by a minimum of ten

(10%) percent, the Contractor may petition the Purchasing and Contracts Division for a fuel price redetermination. As a condition of petitioning for a fuel price increase, the Contractor shall be required to petition for a fuel price redetermination decrease if and when the price of fuel decreases by a minimum often (10%) percent. Failure to make such petition may be grounds for

Contract termination and shall entitle the County to a refund of the cumulative increase in pay to the Contractor due to any prior fuel price redetermination increase(s). Fuel price redetermination must be based solely upon changes as documented by the Producer Price Index (PPI) for the commodity "Gasoline - WPU057".

MATERIALS PRICE REDETERMINATION. At the anniversary date of the Agreement, the

Contractor may petition the Purchasing and Contracts Division for a materials price redetermination. As a condition of petitioning for a materials price increase, the Contractor shall be required to petition for a materials price redetermination decrease if/when the price of materials used by the Contractor in connection with the Contract decreases. Failure to make such petition may be grounds for Contract termination and shall entitle the County to a refund of the cumulative increase in pay to the Contractor due to any prior materials price redetermination increase(s). Materials price redetermination must be based solely upon changes as documented by the Producer Price Index (PPI) under Inflation & Prices, Industry Data, Construction Machinery Mfg. PCU 333120333120, as published by the Bureau of Labor

Statistics.

PRICE REDETERMINATION CALCULATION. All Price Redeterminations shall be calculated as follows:

Example: Contractor indicated on the Submittal Form that fourteen percent (14%) of the cost to provide the product/service is directly attributed to the redetermination category (wages, fuel, or materials).

PPI in the month the solicitation closed was 158.73 264.52

Current PPI is 264.52 -158.73

=105.79

105.79 divided by 158.73 = .666%

The unit cost of the service is $100.00

14% of $100.00 = $14.00

$14.00 x .666 = $9.32

The New Unit Price for the service is $109.32 ($100.00 + $9.32)

3.28. Expiration Upon Failure to Agree to Price Redetermination

If the County and the Contractor cannot agree to a price redetermination pursuant to the terms and conditions of this Section, then the Contract will automatically expire without penalty or further expense to either party after a period of six (6) months following the Contractor's initial request for such price redetermination.

Requests for price redeterminations not made in accordance with the provisions of this Section shall be deemed null and void and shall not be a valid reason or pretext for expiration or termination of the Contract. If the contract expires pursuant to the terms and conditions of this

Section, the County reserves the right, at no expense, penalty, or consequence to the County, to award any remaining tasks thereunder to the next available most responsive and responsible

Contractor.

3.29. Quantities

Seminole County will not be held to any maximum or minimum purchase quantities as a result of this solicitation and/or resulting contract. Seminole County reserves the right to purchase any;

all, or none, of its requirements from vendors awarded a contract as a result of this solicitation.

All quantities as shown are approximate and no guarantee is made. Except as this contract may otherwise provide, if the County’s requirements do not result in orders in the quantities described as “estimated” in the contract’s price schedule, that fact shall not constitute the basis for an equitable adjustment.

3.30. Purchasing Agreements with Other Government Agencies

All Applicants submitting a response to this solicitation agree that such response also constitutes a submittal to all governmental agencies within the State of Florida, under the same conditions, for the same contract price, and for the same effective period as this proposal, should the…