REQUEST FOR STATEMENT OF QUALIFICATIONS

26-SQ-23AK

PARATRANSIT CONTRACTOR (VOACCESS)

County of Volusia

123 W. Indiana Ave.

DeLand, FL 32720

RELEASE DATE: February 26, 2026

DEADLINE FOR QUESTIONS: March 24, 2026

RESPONSE DEADLINE: April 7, 2026, 3:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

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

County of Volusia

REQUEST FOR STATEMENT OF QUALIFICATIONS

Paratransit Contractor (VoAccess)

I. Introduction II. Purpose and Overview

III. Special Terms and Conditions IV. General Terms and Conditions V. Insurance Requirements

VI. Scope of Work VII. Evaluation Criteria

VIII. Vendor Questionnaire IX. Definitions

Attachments:

A - Exhibit A - Scope of Services - Paratransit 26-SQ-23AK

B - Exhibit B--Fee Schedule 26-SQ-23AK

C - 26-SQ-23AK Required Types and Limits of Insurance

D - Exhibit_D_-_PERFORMANCE_LOG_SHEET (1)

E - Contract_paratransit_contractor_2026-02-23-DRAFT

F - Exhibit F--FTA Third Party Clauses_Operations-Management 26-SQ-23AK

Request For Statement of Qualifications #26-SQ-23AK Title: Paratransit Contractor (VoAccess)

1. Introduction

1.1. Summary

The County seeks qualified contractor(s) to provide cost effective and efficient paratransit services throughout the County, as needed.

The Votran paratransit service provides approximately 250,000 trips a year. We currently utilize four paratransit contractors to assist with the demand.

The County has determined a partial-brokered system with multiple transportation providers best serves the needs of the County's transportation ADA and transit disadvantaged population. The Transit

Services Division contracts out approximately thirty (30%) of trips, while the remaining 70% is handled in house.

1.2. Background

Established in 1975, VOTRAN serves Volusia County with both fixed route and demand responsive services on both the east and west sides of the county.

Volusia County is located on central Florida’s east coast. It has a total area of 1,432 square miles of which approximately 1,101 square miles 77% is land. Within the service areas there are seventeen (17) municipalities. According to 2015 American Community Survey (ACS) Population estimates, Volusia

County’s population in 2015 was 507,531, increasing 2.6% since the 2010 U.S. Census. Volusia County is ranked eleventh (11th) in terms of the most populated counties in Florida. There are about two thousand three hundred (2,300) bus stops within the incorporated area and another two hundred (200) in the unincorporated area.

The County contracts with RATP Dev to manage operations and maintenance of the system. With RATP

Dev oversight and use of technology, the selected contractors will be provided trips when the service cannot be handled solely by Votran staff.

1.3. Contact Information

Andrew Kokitus, NIGP-CPP, CPPO, CPPB

Senior Procurement Analyst

123 W Indiana Avenue, Room 302

DeLand, FL 32720

Email: akokitus@volusia.org

Phone: (386) 943-7009

Department:

Transit Services

1.4. Timeline

Release Project Date February 26, 2026 mailto:akokitus@volusia.org tel:(386)943-7009

Pre-Proposal Meeting (Non-Mandatory) March 16, 2026, 11:00am

In-Person:

Votran Large Conference Room, 950 Big Tree Road, South Daytona, FL 32119

Virtually:

Microsoft Teams meeting

Join:

https://teams.microsoft.com/meet/243632329145

77?p=O6LGtnUF36DjTKvNsL

Meeting ID: 243 632 329 145 77

Passcode: zR24ig2n

Dial in by phone

+1 386-456-3869,,673920782# United States, Orange City

Phone conference ID: 673 920 782#

Question Submission Deadline March 24, 2026, 11:59pm

Proposal Submission Deadline April 7, 2026, 3:00pm

Solicitation Opening Information (Non-

Mandatory)

April 7, 2026, 3:00pm

Microsoft Teams meeting

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

Meeting ID: 213 233 692 064

Passcode: gPYNoU

Or call in (audio only)

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

Phone Conference ID: 628 672 925#

2. Purpose and Overview https://teams.microsoft.com/meet/24363232914577?p=O6LGtnUF36DjTKvNsL https://teams.microsoft.com/meet/24363232914577?p=O6LGtnUF36DjTKvNsL https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting

2.1. Purpose and Overview

The purpose of this request for statement of qualifications (RSQ) is to select the most highly qualified firm or firm(s) to provide the requested services. It is anticipated that multiple firms will be awarded a basic contract to provide the necessary services for a period of three years with two one-year renewal exercisable at the option of the County and as approved by the County and mutually agreed upon.

3. Special Terms and Conditions

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

A. Request for Statement of Qualifications (RSQ) Closing Date

Response must be received through the County's eProcurement Portal before 3:00 pm on Tuesday, April

7, 2026. Responses received after this time will not be considered.

B. Pre-solicitation Conference

1. A non-mandatory pre-solicitation conference will be held at 11:00 am on Monday, March 16, 2026 at

In-Person: Votran Large Conference Room, 950 Big Tree Road, South Daytona, FL 32119 Virtually:

Microsoft Teams meeting Join:

https://teams.microsoft.com/meet/24363232914577?p=O6LGtnUF36DjTKvNsL Meeting ID: 243 632 329

145 77 Passcode: zR24ig2n Dial in by phone +1 386-456-3869,,673920782# United States, Orange City

Phone conference ID: 673 920 782#. While this is not mandatory, all interested parties are encouraged to attend and participate.

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

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

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

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

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

3.2. Authorized Official

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

3.3. Payment Terms

1. The County will remit full payment on all undisputed invoices within forty-five (45) business days from receipt by the appropriate person(s) (to be designated at time of Agreement) of the invoice(s) or receipt of all products or services ordered.

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

2. Pursuant to Chapter 218, Florida Statutes, the County will pay interest not to exceed one percent (1%) per month on all undisputed invoices not paid within forty-five (45) days after the due date.

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

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

3.4. Award Term

The County is looking to promote partnership relationships within the policies and procedures of public procurement. Pursuant toward that end, the successful Respondent shall be awarded an Agreement for an initial three (3) year term with the option for two (2) subsequent one (1) year renewals. All renewals will be contingent upon mutual written agreement and, when applicable, approval of County Council.

3.5. Damages

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

3.6. Compliance with Federal Transit Administration Regulations

COMPLIANCE WITH REGULATIONS: Contractor(s) must be in compliance with applicable Federal Transit

Administration (FTA) regulations as indicated in the FTA Master Agreement and Best Practices

Procurement.

Contractor(s) shall provide all requested information for State and Federal Reporting requirements in a timely manner. These documents can be found on the Internet at: FTA Master Agreement

Best Practices Procurement & Lessons Learned Manual

Fill out and submit the FTA Clauses, if included as part of the Solicitation documents,

3.7. Compliance with FEMA 2 CFR 200.318-326 and Appendix II Contract Provisions

This Agreement and the products/services provided may be utilized in the event of declared State/Federal

Emergency, and awarded Respondent(s) shall comply with the applicable sections of the Federal Contract

Provisions as exhibited with this Solicitation.

https://www.transit.dot.gov/funding/grantee-resources/sample-fta-agreements/fta-master-agreement-fiscal-year-2020 https://www.transit.dot.gov/funding/procurement/third-party-procurement/best-practices-procurement-manual

3.8. Emergency Response Services

In the event goods or services are provided under this Agreement for emergency response for a natural emergency, if Contractor breaches this Agreement during an emergency recovery period Contractor shall pay a $5,000 penalty as well as damages, which may be either actual and consequential damages.

As used in this provision, the term “emergency recovery period” means a 1-year period that begins on the date that the Governor initially declared a state of emergency for a natural emergency.

3.9. Evaluation Method

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

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

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

3.10. Presentations by Respondents

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

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

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

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

3.11. Proposal Acceptance/Rejection

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

3.12. Proposal Acceptance Period

Any Proposal in response to this RSQ shall be valid through June 30, 2026. At the end of this time the proposal may be withdrawn at the written request of the Respondent if no award has been made. If the

Proposal is not withdrawn at that time it remains in effect until an award is made or the solicitation is canceled regardless of the status of the proposal bond. The County reserves the right to request an extension of the proposals if a Contract has not been executed by June 30, 2026.

3.13. Termination

A. The performance of Work or Services under a Contract may be terminated by the County in accordance with this clause in whole or from time to time in part, upon at least thirty (30) days prior written notice to Contractor whenever the County shall determine that such termination is in the best interest of the County. Any such termination shall be effected by delivery to the

Contractor of a Notice of Termination specifying the extent to which performance of work under a Contract is terminated, and the subsequent date upon which such termination becomes effective.

B. County may terminate a Contract in whole or part for convenience at will or for non-appropriation of funds by County. Upon receipt of such notification, Contractor shall inform County of the extent to which performance is completed and unless notified in writing by the County otherwise, the

Contractor shall take no further steps towards completion of the Project. Upon payment by

County, Contractor shall deliver to County any and all completed Deliverables and Deliverables-in-progress that then exist for the Project. If the County terminates the Project due to the

Contractor’s failure to meet a completion deadline as set forth in a Contract, the County may seek the services for the Project from another consultant and no sums shall be due to the Contractor as a result of any work or services that have been performed by the Contractor for the Project.

C. After receipt of a Notice of Termination as set forth in above, and except as otherwise directed by the County, the Contractor shall:

1. Stop work under a Contract on the date and to the extent specified in the Notice of

Termination.

2. Place no further orders or subcontracts for materials, services or facilities, except as may be necessary for completion of such portion of the work under a Contract, as it is not terminated.

3. Terminate all orders and subcontracts pursuant to this Article to the extent that they relate to the performance of Work or Services terminated by the Notice of Termination.

4. Assign to the County, in the manner, at the times and to the extent directed by the County, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the County shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.

5. With the approval of the County and to the extent required by the County, settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts. County's approval of such settlements shall be final for all the purposes of a termination under the Article. In addition, Contractor shall transfer title and deliver to the

County, in the manner, at the times, and to the extent, if any, directed by the County:

a. The sketches, calculations, reports, models, studies and other Work-in-process, completed Work or Services, supplies, and other materials produced as a part of, or acquired in connection with the performance of the Work or Services terminated by the

Notice of Termination; and,

b. The completed or partially completed designs, plans, drawings, information, and other property, which, if the Contract has been completed, would have been required to be furnished to the County.

D. Contractor shall complete performance of such part of the Work or Services as shall not have been terminated by the Notice of Termination.

E. After receipt of a Notice of Termination, the Contractor shall submit to the County its termination claim, in the form and with a certification as prescribed by the County. Such claim shall be submitted promptly but in no event later than thirty (30) days from the effective date of termination, unless one (1) or more extensions in writing are granted by the County, upon request of the Contractor made in writing within such thirty (30) day period or authorized extension thereof. Upon failure of the Contractor to submit its termination claim within the time allowed, the County may determine on the basis of information available to it, the amount, if any, due to the Contractor by reason of the termination and shall there upon pay to the Contractor the amount so determined.

F. Subject to the provisions of set forth above, the Contractor and the County may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the total or partial termination of work pursuant to this Article which amount or amounts may include a reasonable allowance for profit on work done; provided, that such agreed amount or amounts exclusive of settlement costs, shall not exceed the total contract price or Compensation as reduced by the amount of payments otherwise made and as further reduced by the contract price of Compensation for Work not terminated. As such, the Contract shall be amended accordingly and the Contractor shall be paid the agreed amount. Nothing herein, prescribing the amount to be paid to the Contractor in the event of failure of the Contractor and the County to agree upon the whole amount to be paid to the Contractor by reason of the termination of Work or Services pursuant to this clause, shall be deemed to limit, restrict, or otherwise determine or affect the amount or amounts which may be agreed upon to be paid to the Contractor.

G. In the event of the failure of the Contractor and the County to agree as provided in Section 6.

above upon the whole amount to be paid to the Contractor by reason of the termination of work pursuant to this Article, the County shall pay to the Contractor the amounts determined by the

County as follows, but without duplication of any amounts already agreed upon by the parties.

1. For completed Work or Services accepted by the County, the price or prices or Compensation specified in the Contract for such work, less any payments previously made.

a. Notwithstanding Fixed Fee or Price and Guaranteed Maximum-Not-To-Exceed

Compensation the total compensation shall include the total of the following:

i. The costs incurred by the Contractor in the performance of the Work and Services terminated, including initial costs and preparatory expenses allocable thereto, but exclusive of any costs attributable to the Work and Services paid or to be paid for under Sections 6. and 7.1. hereof;

ii. The cost of settling and paying claims arising out of the termination of Work or

Services under subcontracts or orders as provided herein, which are properly chargeable to the terminated portion of the Contract exclusive of amounts paid or payable on account of work or services delivered or furnished by Subcontractors or

Sub-Subcontractor prior to the effective date of termination, which amounts shall be included in the costs payable herein; and, H. A Contract may be terminated by the Contractor if the Contractor provides a minimum of thirty

(30) days written notice to the County’s Director of Purchasing and Contracts. In the event the

Contractor breaches any of the terms and conditions of a Contract and after receipt of notice from the County of said breach and time to cure the same the Contractor fails to cure the breach, the

County may take over the Work and Services and complete the Work or Services; or otherwise, the Contractor shall be liable to the County for any increased cost of the Project reasonably incurred by the County in the process of completing the Contractor's unfinished Work and

Services. As such, County may apply unpaid Compensation due and owing to the Contractor prior to the default as a set off against the costs incurred by the County for taking over such Work or

Services.

I. In the event that there is a partial termination of a Contract by the County or Contractor because of non-appropriation by County, subject to Term of Contract and Contract Price and

Compensation, Contractor shall be paid in accordance with terms of this Article, to the date of termination on a prorated basis for any task, milestone, or Deliverable started but not completed which were designated for payment on a payment schedule provided to the County prior to the commencement of work on the task, milestone or Deliverable which is the subject of the partial termination. County’s obligation to pay Contractor under a Contract is limited to the budgeted amount for the fiscal year approved by the Volusia County Council for the then current fiscal year of a Contract and is otherwise limited to legally available non-ad valorem tax revenues. Contractor shall have no right to compel the Volusia County Council to appropriate funds for any fiscal year to pay the compensation set forth in Contract Price and Compensation. Contractor and County shall be obligated to continue performance under a Contract for the work or services within the

Scope of Work or Services under a Contract which is not the subject of the partial termination by non-appropriation.

J. If termination of a Contract occurs for any reason:

1. The County shall continue to have the unfettered right to use or access any license, designs, plans, or exhibits, any of the Deliverables or work products from tasks or milestones, arising under that Contract and produced pursuant to the Contract Documents for which the County has paid prior to termination of a Contract or for which County makes payment after termination of a Contract.

K. Except as otherwise provided in a Contract, Contractor shall return to the County all County

Confidential Information in Contractor’s possession and Contractor shall certify in a written document signed by the Contractor that all such information has been returned.

L. Except as otherwise provided in a Contract, the County shall return to Contractor or destroy all

Contractor’s Confidential Information in the County’s possession (including, without limitation, all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment or other documents or property relating to such

Contractor’s Confidential Information and all copies of any of the foregoing (in whatever medium recorded)) and all Third-Party Products in its possession not yet accepted and not yet paid for in full together with all copies of documentation and other material related thereto, and shall certify in a written document signed by the County Project Manager that all such information and material has been returned or destroyed.

M. For all undisputed outstanding invoices submitted to the County prior to the effective date of the termination and subject to Term of Contract, Contract Price and Compensation, and this Article, the County shall cause payments to be made to Contractor within forty-five (45) days of receipt of invoice. Contractor shall invoice the County for any sums Contactor claims to be owed by

County under a Contract for work performed from the last invoice to the effective date of termination. County shall review such invoice for payment and County shall pay any undisputed amount within forty-five (45) days.

N. In the event of termination by the County for non-appropriation, for all items or products ordered by Contractor before receipt by Contractor of the Notice of Termination which Contractor could not cancel without imposition of a fee, the County shall cause payments to be made to Contractor within forty-five (45) days of receipt of an undisputed invoice for all cancellation, restocking or residual fees resulting from the cancellation or return of third party products ordered from or shipped by the vendor thereof prior to the effective date of the termination.

O. All provisions of a Contract which imposes or contemplates continuing obligations on a party will survive the expiration or termination of a Contract.

4. General Terms and Conditions

4.1. Submission of Offers

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

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

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

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

4.2. Respondent's Responsibility

The Respondent, by submitting a Response, represents that:

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

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

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

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

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

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

4.3. Opening

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

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

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

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

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

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

4.4. Public Records Law

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

Agreement:

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER

119, FLORIDA STATUTES, TO THE Contractor’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT

386-736-5935, purchasing@volusia.org, by mail, Purchasing and Contracts Division, Attn: Public Records Custodian, 123 W. Indiana Ave. Rm. 302 DeLand, FL 32720.

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

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

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

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

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

C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the https://www.volusia.org/core/fileparse.php/4175/urlt/ADANotice.pdf

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

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

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

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

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

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

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

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

4.5. Confidential Information and Infringement

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

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

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

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

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

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

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

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

C. If Contractor is licensing, providing or developing software, including derivative works for use by the County, Contractor agrees to protect and indemnify and hold harmless the County, its agents, elected officials and employees of the County from and against any and all claims, demands, actions, and causes of action which may arise asserting that all or any part of the

Contractorlicensed applications provided under any software owned by Contractor and licensed to County or provided by Contractor for use thereof by the County, infringes or misappropriates any third party’s United States patent, copyright or any trade secret protected under United

States law.

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

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

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

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

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

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

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

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

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

4.6. Clarification, Correction of Entry, Minor Irregularities

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

4.7. Revisions, Addenda, Questions & Answers

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

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

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

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

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

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

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

E. Questions and exceptions shall be submitted before 11:59 pm on Tuesday, March 24, 2026.

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

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

4.8. Incurred Expenses

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

4.9. Disadvantaged Businesses

In accordance with County of Volusia Code of Ordinances Sec. 2-269, the county shall follow all federal and state requirements regarding Disadvantaged Business Enterprises (DBE) for the award of contracts per stated grant provisions as required. The county continues to encourage DBE through outreach and self-certification.

4.10. Consideration of Responses

A. For the purpose of award, after the Responses are unsealed and read, the correct summation of the lump sum prices and/or of the products of the estimated quantities shown in the Response and the unit prices will be considered the Response. The amounts will then be compared and the results of such comparison made available to the public. Until the final award of the Contract, the right will be reserved to reject any and all responses and to waive technical errors and irregularities as may be deemed best for the interest of the County.

B. Responses which contain modifications, incomplete, unbalanced, conditional, obscure, or which contain additions not requested, or irregularities of any kind, or which do not comply in every respect with the instructions to Respondents and the Contract documents may be rejected at the option of the County. The County does not bind itself to accept the minimum Response stated herein, but reserves the right to accept any Response, the County deems to be the lowest responsive and responsible Respondent, and which in the judgment of the County will best serve the needs and interests of the County.

4.11. Withdrawal of Response

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

4.12. FOB Destination

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

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

4.13. Payment Terms

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

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

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

4.14. Unusual Costs

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

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

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

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

4.15. Additional Terms & Conditions

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

4.16. Taxes

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

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

https://www.volusia.org/purchasing

4.17. Meets/Minimum Specifications

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

Solicitation shall meet or exceed the minimum requirements specified.

4.18. Silence of Specifications

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

4.19. Change in Scope of Work/Service

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

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

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

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

4.20. Governing Laws/Venue

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

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

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

4.21. Assignment

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

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

Section shall be by written agreement in a form…