Transportation_Operator_for_County_Transit_Service_(Addendum_#4_Revision).pdf

REQUEST FOR PROPOSAL

24-P-64AK

TRANSPORTATION OPERATOR FOR COUNTY TRANSIT SERVICE

County of Volusia

123 W. Indiana Ave.

DeLand, FL 32720

RELEASE DATE: February 16, 2024

DEADLINE FOR QUESTIONS: April 2, 2024

RESPONSE DEADLINE: April 4, 2024, 3:01 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

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

County of Volusia

REQUEST FOR PROPOSAL

Transportation Operator for County Transit Service

I. Introduction II. Terms and Conditions

III. General Terms and Conditions IV. Scope of Work V. Evaluation Phases

VI. Pricing Proposal VII. Vendor Questionnaire

VIII. Definitions

Attachments:

A - Attachment A - Fixed Route Inventory

B - Attachment B - Paratransit Inventory

C - Attachment C - Non-Revenue Inventory

D - Attachment D- East-Southeast Map

E - Attachment E - West Volusia Map

F - Attachment F - Active positions as of 2.15.2024

G - Attachment G - FY Org Chart 23-2024

H - Attachment H - Union Contract

I - Attachment I - Votran Letter Of Understanding

J - Attachment J - Preventable Accidents FY23

K - Attachment K - Current Rides Per Mile by Route

L - Attachment L - Maint Stats FY-23

M - Attachment M - Software Applications

Request For Proposal #24-P-64AK Title: Transportation Operator for County Transit Service

N - Attachment N - Maintenance responsibilities

O - Attachment O - FTA Clauses

P - Attachment P - 2023_PTASP

Q - Attachment Q - KPI Revised as of 03-27-2024

R - Attachment R - Computing Security Procedures

S - Attachment S - Performance_Bond_Sample_Form RFP 24-P-64AK

T - Attachment T - Insurance Requirements 24-P-64AK

U - Attachment U - Federal_Contract_Provisions_10-23-2..(499001)

V - Attachment V - Response to Question 14

W - Attachment W - Response to Question 15

X - Attachment X - Response to Question 16

Y - Attachment Y - Response to Question 19

Z - Attachment Z - Response to Question 20

AA - Attachment AA - Response to Question 22

BB - Attachment BB - Response to Question 27

CC - Previous Attachment Q - KPI DO NOT USE See Attachment Q - KPI Revised as of 3-27-2024

1. Introduction

1.1. Summary

The purpose of this Request for Proposals (RFP) is to solicit competitive sealed proposals for a Contract for the management and operation of VOTRAN, Volusia County Government’s public transportation system.

1.2. 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

1.3. Timeline

Release Project Date February 16, 2024

Pre-Proposal Meeting (Non-Mandatory) February 27, 2024, 10:30am

VOTRAN, 950 Big Tree Road, South Daytona, FL

32119

Optional Virtual Attendance:

Microsoft Teams meeting

Join on your computer, mobile app or room device

Meeting ID: 268 182 462 154

Passcode: qvKmpx

Download Teams | Join on the web

Or call in (audio only)

+1 386-456-3869,,196003454# United States, Daytona Beach

Phone Conference ID: 196 003 454#

Question Submission Deadline April 2, 2024, 11:59pm mailto:akokitus@volusia.org tel:(386)943-7009

Proposal Submission Deadline April 4, 2024, 3:01pm

Microsoft Teams meeting

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

Meeting ID: 213 233 692 064

Passcode: gPYNoU

Or call in (audio only)

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

Phone Conference ID: 628 672 925# https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting

2. Terms and Conditions

2.1. Special Conditions

A. RFP Closing Date

Bids must be received through the County's eProcurement Portal before 3:01 pm on Thursday, April 4, 2024. Bids received after this time will not be considered.

B. B. Pre-proposal Conference

1. A non-mandatory pre-proposal conference will be held VOTRAN, 950 Big Tree Road, South

Daytona, FL 32119 Optional Virtual Attendance: Microsoft Teams meeting Join on your computer, mobile app or room device Meeting ID: 268 182 462 154 Passcode: qvKmpx

Download Teams | Join on the web Or call in (audio only) +1 386-456-3869,,196003454#

United States, Daytona Beach Phone Conference ID: 196 003 454#, at 10:30 am on Tuesday, February 27, 2024.

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

3. 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. Non-mandatory Pre-proposal : 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 mandatory pre-bid meeting, if the County deems it necessary.

2.2. Authorized Official

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

2.3. Proposal Acceptance/Rejection

The County reserves the right to accept or reject any or all proposals received as a result of this RFP, or to negotiate separately with competing Respondents, and to waive any informalities, defects, or https://procurement.opengov.com/governments/3861/portal/volusia http://www.volusia.org/core/fileparse.php/4175/urlt/ADANotice.pdf irregularities in any proposal, or to accept that proposal or proposals, which in the judgment of the proper officials, is in the best interest of the County.

2.4. Proposal Acceptance Period

Any Proposal in response to this RFP shall be valid through December 31, 2024. At the end of this time the proposal may be withdrawn at the written request of the Respondent if no award has been made. If the Proposal is not withdrawn at that time it remains in effect until an award is made or the solicitation is canceled regardless of the status of the proposal bond. The County reserves the right to request an extension of the proposals if a Contract has not been executed by December 31, 2024.

2.5. Payment Terms

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

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

C. 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 Proposal (offer) to the County of Volusia, Florida, the Contractor expressly agrees that, if awarded an Agreement, the County may withhold from any payment monies owed by the Contractor to the County for any legal obligation between the Respondent and the County including, but not limited to, real property taxes, personal property taxes, fees, and commissions.

2.6. Award Term

The County is looking to promote partnership relationships within the policies and procedures of public procurement. Pursuant toward that end, the successful Contractor(s) shall be awarded an Agreement for an initial (5) five year term with the option for (4) subsequent one (1) year renewals.. All renewals will be contingent upon mutual written agreement and, when applicable, approval of County Council.

2.7. Termination

A. The resulting Contract may be terminated by either party upon the material breach by the other party if such breach is not cured within thirty (30) days written notice from the non-breaching party.

B. County may terminate this Agreement upon at least one hundred twenty (120) days prior written notice to Contractor.

C. Contractor may terminate this Agreement upon at least two hundred seventy (270) days written notice to the Director of Purchasing and Contracts. Failure to provide proper notice to the

County may result in the Contractor being barred from future business with the County.

D. After Contractor’s receipt of a notice of termination pursuant to Paragraph 1 above (or to the extent Contractor has not cured a material breach within thirty (30) days notice from County), and except as otherwise directed by the County, the Contractor shall:

1. Stop work under the Contract or applicable statement of work on the date specified in the notice of termination.

2. Place no further orders or subcontracts for materials, services or facilities.

3. Terminate all orders and subcontracts to the extent that they relate to the performance of work or services terminated by the notice of termination.

4. 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 this

Section, Termination.

E. After receipt of a notice of termination, the Contractor shall submit to the County its termination claim for amounts owed by County (which shall include, without limitation, all amounts due for work or services performed through the date of termination), 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 or more extensions in writing are granted by the County, upon request of the Contractor made in writing within such thirty (30) days 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 thereupon pay to the Contractor the amount so determined. In the event County terminates for convenience or non-appropriation, Contractor shall not be obligated to refund to County any prepaid fees.

F. Non-Appropriation. The resulting Contract may be terminated by the County or Contractor if the

County does not appropriate the funding in any fiscal year necessary to pay the compensation set forth in the Article entitled Compensation in the resulting Contract.

G. In the event that the resulting Contract is terminated by the County or Contractor for non-appropriation, Contractor shall be paid in accordance with terms of the Article entitled

Compensation in the resulting Contract. Contractor shall be paid (a) to the date of termination on a prorated basis for any task and deliverable designated for payment on the payment milestone schedule that was started but not completed and/or (b) for any work or deliverable that has been completed but not yet been paid. County’s obligation to pay Contractor under this Section, Termination, and the resulting Contract is limited to the budgeted amount for the fiscal year approved by the Volusia County Council for the then current fiscal year of the resulting Contract. Contractor shall have no right to compel the Volusia County Council to appropriate funds for any fiscal year to pay the compensation.

H. Upon being notified of County’s election to terminate for default of Contractor, non-appropriation or convenience, Contractor and its Subcontractors shall refrain from performing further work or incurring additional expenses under the terms of the resulting Contract which is not specifically authorized in the notice of termination.

I. If termination of the resulting Contract occurs for any reason:

1. Except as otherwise provided in the resulting Contract, Contractor shall return to the

County, or destroy, all County confidential information in Contractor’ possession and shall certify the destruction or return of said information in a written document signed by the duly authorized representative of the Contractor that all such information has been destroyed or returned, provided that Contractor shall be permitted to retain an archival copy of any such confidential information (provided it continues to maintain the confidentiality of such as prescribed herein) to the extent necessary to have a record of the work or service performed hereunder.

2. For all undisputed outstanding invoices submitted to the County for Work completed or deliverables delivered prior to the effective date of the termination, 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 Contractor claims to be owed by County under the resulting Contract for work performed from the last invoice to the effective date of termination. County shall review such invoice for payment within fifteen (15) days of receipt and County shall pay any undisputed amount within forty-five (45) days, subject to the Article entitled Compensation in the resulting Contract. Any disputed amounts on any invoices shall be subject to the dispute resolution process set forth in the Article entitled

Dispute Resolution in the resulting Contract.

J. 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.

K. In the event Contractor is unable to deliver the system in a manner that enables the system and all of its functional components to pass final acceptance testing, County shall have the right to terminate the Agreement and have the right to receive from Contractor a refund of any implementation fees paid through the date of such termination.

2.8. Damages

Due to the nature of the services to be provided and the potential impact to the County for loss, the

Contractor cannot disclaim consequential or special damages related to the performance of this

Agreement. The Contractor shall be responsible and accountable for any and all damages, directly or indirectly, caused by the actions or inaction of its employees, staff, or Subcontractors. There are no limitations to this liability.

2.9. Post-Proposal Discussions with Respondents

It is the County’s intent to award a Contract(s) to the Respondent(s) deemed most advantageous to the

County in accordance with the evaluation criteria specified in this RFP. The County reserves the right, however, to conduct post-closing discussions with any Respondent who has a realistic possibility of

Contract award including, but not limited to, requests for additional information and competitive negotiations.

2.10. Presentations by Respondents

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

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

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

2.11. Performance Bond

Contractor shall furnish Performance Bond, prior to performing any work under the Agreement in an amount equal to twenty percent (20%) of the project including any amendments or change orders made thereto pursuant to the Order or other documentation executed by the parties, in strict accordance with

Fla. Stat. §255.05. Failing to do so, shall constitute a material breach of this Agreement. The Bonds shall be secured from or countersigned by an agency or surety company recognized in good standing and authorized to do business in the State of Florida.

Simultaneously with the delivery of the executed Agreement to the County, a Respondent to whom an

Agreement has been awarded must deliver to the County, executed, separate performance bond on the prescribed forms, each in an amount of twenty percent percent (20%) of the Agreement price of the accepted Bid proposal as security for the faithful performance of this Agreement and for the payment of all persons performing labor or furnishing materials in connection therewith. The performance bond shall have as the surety thereon only such surety company or companies as are authorized to write bonds of such character and amount under the laws of the State of Florida and with a resident agent in

Florida. The Attorney-in-Fact or other officer who signs performance and payment bonds for a surety company must record with such bonds a certified copy of his Power-of Attorney authorizing him/her to do so.

Samples are Attached in Attachment Section.

2.12. Evaluation Criteria

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

A. That all proposal documentation was submitted timely and in conformance with all requirements of the RFP.

B. That the following elements of Contractor’s proposal meet or exceed the requirements of this

RFP and cumulatively provide the service and benefits to the County deemed to be in the best interest of the public. The below is a representative list of submittal elements and evaluation criteria. Submittals requirements for each of these items are detailed in this RFP in the evaluation and vendor questionnaire section:

1. Total Cost

2. Qualifications and experience of contractor/experience and references

3. Key personnel & organizational structure/management on-site

4. Firm experience and relevant references

5. Key personnel and organizational structure

6. Approach to providing services

7. Safety and security

8. Customer service

9. Asset management

10. Transition plan

11. Innovation and quality

2.13. Evaluation Method

The County will appoint a committee consisting of department staff to evaluate the proposals and to make recommendation to the County Council. The County will be the sole judge of its own best interests, the proposals, and the resulting Contract. The County’s decisions will be final. Award will be made to the proposal, which presents the best value to the County based on the entire evaluation process and all the information gathered. The County may require the short-listed firm (s), if applicable, to do an oral presentation or have discussions by the proposed team relative to their specific experience on similar projects. Although each member independently examines the proposals prior to the meeting, the short-listing or selection of the firms is determined by the consensus of the committee at the meeting.

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. General Terms and Conditions

3.1. Submission of Offers

The County of Volusia is requesting written 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 RFP, complete the included forms, and submit these documents via your response through OpenGov Procurement 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. Proposals received after the posted date and time may not be considered. Proposals shall be submitted through the County of Volusia online solicitation system, OpenGov Procurement, at https://procurement.opengov.com/portal/volusia . Additional information may be submitted with the response. No offer may be modified after acceptance. Terms and conditions differing from those in this

RFP may be cause for disqualification of the RFP Proposal. Failure to provide the required information may result in the proposal not being considered.

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

3.2. Respondent's Responsibility

The Respondent, by submitting a Proposal, represents that:

A. The Respondent has read and understands the RFP in its entirety and that the Proposal 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 Proposer will rely. If the Respondent receives an award because of its Submittal, 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.

3.3. Execution of Offer

Offer shall contain a signature in the space(s) provided of a representative authorized to legally bind the

Respondent to the provisions therein. All spaces requesting information from the Respondent or asking a question of the Respondent shall be completed.

3.4. Opening

Pursuant to Section 119.071, Florida Statutes, Bids or proposals (“responses”) and the completed tabulation will be available for inspection within thirty (30) days of response opening. Contact the

Purchasing and Contracts Office during regular business hours to inspect responses and the completed tabulation or go to https://procurement.opengov.com/portal/volusia 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.

Bid openings and Public meetings may be attended either in person or remotely. Bid openings may be accessed remotely as described in the introduction time line section of this solicitation.

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

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

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

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

3.5. 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 this 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, this Contract are public records subject to the public records disclosure requirements of section https://procurement.opengov.com/portal/volusia http://www.volusia.org/core/fileparse.php/4175/urlt/ADANotice.pdf http://chrome-extension/efaidnbmnnnibpcajpcglclefindmkaj/https:/www.volusia.org/core/fileparse.php/4538/urlt/TitleIIGrievanceProcedure.pdf http://chrome-extension/efaidnbmnnnibpcajpcglclefindmkaj/https:/www.volusia.org/core/fileparse.php/4538/urlt/TitleIIGrievanceProcedure.pdf

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 this Contract.

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

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

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

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

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

E. 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.

F. 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 attorney’s fees and costs arising therefrom. Contractor authorizes County to seek declaratory, injunctive, or other appropriate relief against Contractor from a Circuit Court in

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

3.6. 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

Submittals, providing such action is in the best interest of the County. Minor irregularities are defined as those that have no adverse effect on the County’s best interests, and will not affect the outcome of the selection process by giving the Respondent an advantage or benefit not enjoyed by other Respondents.

3.7. Revisions, Addenda, Questions & Answers:

A. It is incumbent upon each Bidder to carefully examine this solicitation’s specifications, scope of work/service, terms, and conditions. The posting of answers through the County's official online procurement platform OpenGov Procurement is the only official methods by which interpretation, clarification, or additional information can be given. Questions and exceptions concerning any Section of this RFP shall be directed through the question and answer functionality of OpenGov Procurement.

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

Bidder’s responsibility to check the OpenGov Procurement for any posted answers, and/or solicitation changes at https://procurement.opengov.com/portal/volusia/projects/77554. Each

Respondent shall ensure that they have reviewed all questions & answers and/or changes to this

RFP before submitting their proposal. By submitting a response, Respondents acknowledge that they have reviewed all posted answers, and/or solicitation changes prior to the posted closing dateime.

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 shall become a material part of this solicitation.

D. Questions and exceptions shall be submitted by the question and answer deadline. Thereafter, no further questions or exceptions will be accepted or reviewed by the County and Bidders’ 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.

https://procurement.opengov.com/portal/volusia/projects/77554

3.8. Incurred Expenses

This RFP does not commit the County to make an award nor shall the County be responsible for any cost or expense which may be incurred by any Respondent in preparing and submitting a reply, or any cost or expense incurred by any Respondent prior to the execution of a purchase order or Contract/Agreement.

3.9. Disadvantaged Businesses

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

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

3.10. F.O.B. Point

The F.O.B. points for the Contract and for all purchases made under it shall be as specified by the using department (in accordance with the RFP proposal form), in Volusia County, Florida. Delivery will not be complete until the using department has accepted each item. Delivery to a common carrier shall not constitute delivery to the ordering agency. All disputes shall be between the Seller/Respondent and the carrier.

3.11. Unusual Costs:

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

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

(1) year; failure to make such petition may be grounds for Agreement termination.

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

3.12. Additional Terms & Conditions

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

3.13. 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.

http://www.volusia.org/purchasing

After accessing the foregoing website, select, “Doing Business with Volusia County” and “Consumer

Certificate of Tax Exemption” from the available menu screens to see a copy of the certificates.

3.14. Payment Terms

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

F.S.S. 218.74

3.15. Discounts

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

3.16. Meets/Minimum Specifications

The specifications listed in the scope of service are the minimum required performance specifications for this RFP; they are not intended to limit competition nor specify any particular Respondent, but to ensure that the County receives quality services.

3.17. Brand Name or Equal

If items requested by this RFP have been identified in the specifications by a Brand Name “OR EQUAL” description, such identification is intended to be descriptive and not restrictive and is to indicate the quality and characteristics of products that will be acceptable. Offers proposing “equal” products will be considered for award if such products are clearly identified in the offer and are determined by the

County to meet fully the salient characteristic requirements listed in the specifications.

Unless the Respondent clearly indicates in his/her offer that he/she is proposing an “equal” product, the offer shall be considered as offering the same brand name product referenced in the specifications.

If the Respondent proposes to furnish an “equal” product, the brand name of the product to be furnished shall be clearly identified. The evaluation of offers and the determination as to equality of the product offered shall be the responsibility of the County and will be based on information furnished by the Respondent. The Purchasing and Contracts Division is not responsible for locating or securing any information which is not identified in the response and reasonably available to the Purchasing and

Contracts Division. To ensure that sufficient information is available the Respondent shall furnish as part of the response all descriptive material necessary for the Purchasing and Contracts Division to determine whether the product offered meets the salient characteristics required by the specifications and establish exactly what the Bidder proposes to furnish and what the County would be binding itself to purchase by making an award.

3.18. Samples

When required, samples of products shall be furnished with response to the County at no charge.

Samples may be tested and will not be returned to the Respondent. The result of any and all testing shall be made available upon written request.

3.19. Silence of Specifications

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

3.20. Change in Scope of Work/Service

A. The County may order changes in the work/service consisting of additions, deletions, or other revisions within the general scope of the Agreement. No claims may be made by the Contractor that the scope of the project or of the Contractor’s services has been changed, requiring changes to the amount of compensation to the Contractor or other adjustments to the

Agreement, unless such changes or adjustments have been made by written amendment or change order to the Agreement signed by the County Representative, County Director of

Purchasing and Contracts, 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’s

Representative 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 RFP for which requirements were not known when the RFP was released.

3.21. Governing Laws/Venue

This Agreement shall be interpreted and construed in accordance with and governed by the laws of the state of Florida. 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 attorney’s fees relating to any dispute arising under this

Agreement. All questions concerning the validity, operation, interpretation, construction and enforcement of any terms, covenants or conditions of this Contract shall in all respects be governed by and determined in accordance with the laws of the State of Florida without giving effect to the choice of law principles thereof and unless otherwise preempted by federal law.

3.22. Assignment

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

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

County in its sole discretion. If Contractor desires to assign or otherwise convey its rights and/or obligations under this Agreement, Contractor shall no less than thirty (30) days prior to the assignment’s proposed effective date, provide County with a written request for County’s consent. Failure to provide such notice may result in the County assessing a processing fee of Five Hundred Dollars (US $500.00);

however, payment of such fee shall not entitle the Contractor to the County’s acceptance or approval of its request for assignment.

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

3.23. Content of Invitation/Response

The contents of this RFP, all terms, conditions, specifications, and requirements included herein and the accepted and awarded response thereto may be incorporated into an agreement to purchase and become legally binding. Any terms, conditions, specifications, and/or requirements specific to the item or service requested herein shall supersede the requirements of these “General Terms and Conditions.”

3.24. Contract

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

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

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

B. The County shall be responsible for only those orders placed by the County on an authorized signed Purchase Order or Master Agreement. The County shall not be responsible for any order, change substitution or any other discrepancy from the Purchase Order or Master Agreement. If there is any question about the authenticity of a Purchase Order, Master Agreement, or change order, the Respondent should promptly contact the Purchasing Office at 386-736-5935.

3.25. Disclosure of Proposal Content

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

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

3.26. Limitation of Liability/Indemnification

Indemnification.

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

Consultant or its subcontractors, agents, employees, or any persons employed or utilized by the

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

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

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

Indemnification for Grant Funded Projects. For any agreements that are funded or may in future be funded by Federal Emergency Management Agency (FEMA) Public Assistance grants or other Federal or

State grants or program, the following shall apply: Contractor shall indemnify, defend and hold harmless the Florida Department of Emergency Management, its employees and/or their contractors (FDEM) and the government of the United States, its employees and/or their contractors (US), from and against all claims, damages, losses, and expenses, including, but not limited to, attorney’s fees arising out of, resulting from, or incident to Contractor’s performance of its obligations in whole or part of this

Agreement, unless such injury or damage is occasioned solely by the fault, negligence, or willful misconduct of the FDEM, or US.

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

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

3.27. Infringement Claim

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

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

3.28. Sovereign Immunity

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

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

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

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

3.29. Compliance with Federal E-Verify Regulations

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

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

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

Department of Homeland Security’s E-Verify system to verify the employment eligibility and work authorization status of all new employees hired by Contractor (or Contractor’s

Subcontractors) on or after the effective date of this Agreement and thereafter during the remaining term of the Agreement.

C. In the event Contractor enters into a subcontract, Contractor shall require, via written…