Consulting_Services_to_Develop_Public_Private_Partnership_Program_for_Tournament_Sports_Complex_(Addendum_#2_Revision).pdf

REQUEST FOR STATEMENT OF QUALIFICATIONS

25-SQ-65PW

CONSULTING SERVICES TO DEVELOP PUBLIC PRIVATE

PARTNERSHIP PROGRAM FOR TOURNAMENT SPORTS COMPLEX

County of Volusia

123 W. Indiana Ave.

DeLand, FL 32720

RELEASE DATE: March 17, 2025

DEADLINE FOR QUESTIONS: April 16, 2025

RESPONSE DEADLINE: April 30, 2025, 3:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

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

County of Volusia

REQUEST FOR STATEMENT OF QUALIFICATIONS

Consulting Services to Develop Public Private Partnership Program for

Tournament Sports Complex

I. Summary & Background II. Special Terms and Conditions

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

VI. Evaluation Criteria VII. Vendor Questionnaire

VIII. Definitions

Attachments:

A - Exhibit A Insurance Requirements

B - Exhibit B Volusia County Sports Complex Final Report 5-3-24_partnership

Request For Statement of Qualifications #25-SQ-65PW Title: Consulting Services to Develop Public Private Partnership Program for Tournament Sports Complex

1. Summary & Background

1.1. Summary

The County is seeking proposals from qualified firms with extensive public-private partnership (P3) development to serve as the lead consultant to assist the County of Volusia in structuring a solicitation for the County to receive proposals for a public -private partnership for development of the Sports

Complex project.

1.2. Background

Volusia County seeks proposals from qualified consultants to guide the development and implementation of its first public-private partnership (P3) for a tournament-caliber sports complex in

Orange City, Florida on county owned land. The 120-acre site is adjacent to PFC Emory L. Bennett

Veterans Memorial Park, aims to attract and host national, regional, state, and local sporting events while serving community needs and driving economic growth through visitor spending. The County commissioned a feasibility analysis in 2024 to study the market for such a facility which confirmed the demand by concluding: “There is a significant local demand given the lack of practice facilities within the local market in addition to the tournament landscape” (Hunden Strategic Partners, p. 4).

The project scope may expand significantly through potential integration with an adjacent 100+ acre parcel, which is currently undergoing commercial development planning. This expansion opportunity could create synergies between the sports complex and future commercial amenities, enhancing both the visitor experience and economic impact for the region.

This comprehensive RSQ seeks to identify a qualified partner who can guide the County through its first

P3 project while establishing sustainable frameworks for future opportunities. The selected consultant will play a crucial role in ensuring the success of this innovative approach to public facility development.

1.3. Contact Information

Pamela Wilsky

Director

123 West Indiana Avenue

Room 302

DeLand, FL 32720

Email: pwilsky@volusia.org

Phone: (386) 822-5779

Department:

Parks, Recreation & Culture mailto:pwilsky@volusia.org tel:(386)822-5779

Title: Consulting Services to Develop Public Private Partnership Program for Tournament Sports Complex

1.4. Timeline

Release Project Date March 17, 2025

Question Submission Deadline April 16, 2025, 11:59pm

Proposal Submission Deadline April 30, 2025, 3:00pm

Solicitation Opening Information April 30, 2025, 3:01pm

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2. Special Terms and Conditions

2.1. Closing Date and 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 Wednesday, April 30, 2025. Responses received after this time will not be considered.

B. No Pre-solicitation Conference will be held.

2.2. Authorized Official

The Request for Statement of Qualifications (RSQ) response and all required forms must be submitted/signed by an official authorized to legally bind the Respondent to all Request for Statement of Qualifications (RSQ) provisions. A Memorandum of Authority may be submitted, to document that the individual is authorized to commit the firm to a contract.

2.3. Payment Terms

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

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

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Title: Consulting Services to Develop Public Private Partnership Program for Tournament Sports Complex

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

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

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

2.5. New Material

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

Agreement are new, not used or reconditioned, and are not of such age or so deteriorated as to impair their usefulness or safety and that the goods, materials, supplies, or components offered are current production models of the respective manufacturer. If the awarded Respondent believes that furnishing used or reconditioned goods, materials, supplies, or components will be in the County’s interest, the awarded Respondent shall so notify the County Procurement Analyst in writing no later than fourteen (14) working days prior to the date set for opening of Bids in accordance with section Revisions, Addenda, Questions & Answers. The notice shall include the reasons for the request and any benefits that may accrue if the County authorizes the bidding of used or reconditioned goods, materials, supplies, or components.

2.6. 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 Subcontractors. There are no limitations to this liability.

2.7. 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, if any. 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.

Title: Consulting Services to Develop Public Private Partnership Program for Tournament Sports Complex

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.

2.8. 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.

2.9. 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.

2.10. Proposal Acceptance Period

Any Proposal in response to this RSQ shall be valid through December 31, 2025. 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 March 1, 2026.

2.11. Termination (RSQ)

1. 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

Consultant 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 Consultant 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.

2. 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, Consultant shall inform County of the extent to which performance is completed and unless notified in writing by the County otherwise, the Consultant shall take no further steps towards completion of the Project. Upon payment by County, Consultant 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 Consultant’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 Consultant as a result of any work or services that have been performed by the Consultant for the Project.

Title: Consulting Services to Develop Public Private Partnership Program for Tournament Sports Complex

3. After receipt of a Notice of Termination as set forth in above, and except as otherwise directed by the

County, the Consultant shall:

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

3.2. 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.

3.3. 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.

3.4. 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 Consultant 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.

3.5. 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, Consultant shall transfer title and deliver to the County, in the manner, at the times, and to the extent, if any, directed by the County:

3.5.1. 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,

3.5.2. 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.

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

5. After receipt of a Notice of Termination, the Consultant 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 Consultant made in writing within such thirty (30) day period or authorized extension thereof. Upon failure of the Consultant 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 Consultant by reason of the termination and shall there upon pay to the Consultant the amount so determined.

6. Subject to the provisions of set forth above, the Consultant and the County may agree upon the whole or any part of the amount or amounts to be paid to the Consultant 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 Consultant shall be paid the agreed amount.

Nothing herein, prescribing the amount to be paid to the Consultant in the event of failure of the

Title: Consulting Services to Develop Public Private Partnership Program for Tournament Sports Complex

Consultant and the County to agree upon the whole amount to be paid to the Consultant 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 Consultant.

7. In the event of the failure of the Consultant and the County to agree as provided in Section 6. above upon the whole amount to be paid to the Consultant by reason of the termination of work pursuant to this Article, the County shall pay to the Consultant the amounts determined by the County as follows, but without duplication of any amounts already agreed upon by the parties.

7.1. 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.

7.1.1. Notwithstanding Fixed Fee or Price and Guaranteed Maximum-Not-To-Exceed Compensation the total compensation shall include the total of the following:

7.1.1.1. The costs incurred by the Consultant 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;

7.1.1.2. 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 sub-consultants or Sub-subconsultants prior to the effective date of termination, which amounts shall be included in the costs payable herein; and,

8. A Contract may be terminated by the Consultant if the Consultant provides a minimum of thirty (30) days written notice to the County’s Director of Purchasing and Contracts. In the event the Consultant 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 Consultant fails to cure the breach, the County may take over the

Work and Services and complete the Work or Services; or otherwise, the Consultant shall be liable to the

County for any increased cost of the Project reasonably incurred by the County in the process of completing the Consultant's unfinished Work and Services. As such, County may apply unpaid

Compensation due and owing to the Consultant prior to the default as a set off against the costs incurred by the County for taking over such Work or Services.

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

Consultant 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. Consultant 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. Consultant and County shall be obligated to continue performance under a Contract for

Title: Consulting Services to Develop Public Private Partnership Program for Tournament Sports Complex 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.

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

10.1. 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.

11. Except as otherwise provided in a Contract, Consultant shall return to the County all County

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

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

Consultant’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 Consultant’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.

13. 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 Consultant within forty five (45) days of receipt of invoice.

Consultant 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.

14. In the event of termination by the County for non-appropriation, for all items or products ordered by

Consultant before receipt by Consultant of the Notice of Termination which Consultant could not cancel without imposition of a fee, the County shall cause payments to be made to Consultant 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.

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

3. General Terms and Conditions

3.1. Submission of Offers.

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

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

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

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

3.2. Respondent's Responsibility.

The Respondent, by submitting a Response, represents that:

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

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

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

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

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

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, 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

Title: Consulting Services to Develop Public Private Partnership Program for Tournament Sports Complex concurrently provides notice of the County’s intent to reissue the solicitation, then the County may avail itself of the exemption for rejected responses set forth in Section 119.071, Florida Statutes, to the extent such Section may apply.

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

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

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

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

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

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

Title: Consulting Services to Develop Public Private Partnership Program for Tournament Sports Complex

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.

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 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. 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.

Title: Consulting Services to Develop Public Private Partnership Program for Tournament Sports Complex

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 Contractor licensed 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:

Title: Consulting Services to Develop Public Private Partnership Program for Tournament Sports Complex

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

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

3.7. 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.

3.8. 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. 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 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 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.

Title: Consulting Services to Develop Public Private Partnership Program for Tournament Sports Complex

E. Questions and exceptions shall be submitted before 11:59 pm on Wednesday, April 16, 2025.

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

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

3.9. Incurred Expenses

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

3.10. Disadvantaged Businesses.

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

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

3.11. Pricing.

Unless otherwise specified prices offered shall:

• remain firm for a period of at least ninety (90) days from the date of Solicitation opening, prior to award being made;

• include FOB DESTINATION, all packing, handling, shipping charges and delivery to any point(s) within the County to a secure area or inside delivery (for goods);

• include all expenses necessary to provide the service at the location specified (for services).

3.12. FOB Destination.

The F.O.B. point for this Agreement and for all purchases made under it shall be as specified by the using department (in accordance with the Solicitation Submittal 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 Contractor and the carrier.

3.13. Payment Terms.

Unless otherwise stated in the Special Terms and 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.

Title: Consulting Services to Develop Public Private Partnership Program for Tournament Sports Complex

3.14. 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.

3.15. Additional Terms & Conditions.

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

3.16. 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.

3.17. 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.

3.18. 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.

3.19. 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 https://www.volusia.org/purchasing

Title: Consulting Services to Develop Public Private Partnership Program for Tournament Sports Complex 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 solicitation for which requirements were not known when the Solicitation was released.

3.20. 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 attorney’s fees relating to any dispute arising under this Agreement.

3.21. 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 and substance specified by the County in its sole discretion; the County Manager may execute such agreement on behalf of the County. If Contractor desires to assign or otherwise convey its rights and/or obligations under this Agreement, Contractor shall no less than thirty (30) days prior to the assignment’s proposed effective date, provide County with a written request for County’s consent. Failure to provide such notice may result in the County assessing a processing fee of Five Hundred Dollars (US $500.00); however, payment of such fee shall not entitle the

Contractor to the County’s acceptance or approval of its request for assignment.

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

Title: Consulting Services to Develop Public Private Partnership Program for Tournament Sports Complex

3.22. Content of Solicitation/Response.

The contents of this Solicitation, all terms, conditions, specifications, and requirements included herein and the accepted and awarded response thereto may be incorporated into an agreement to purchase and become legally binding. Any terms, conditions, specifications, and/or requirements specific to the item or service requested in this Solicitation shall supersede the requirements as specified in the General Terms and Conditions and/or Special Terms and Conditions section(s) of this Solicitation.

3.23. Contract.

The contents of this Solicitation and all provisions of the successful proposal deemed pertinent by the

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

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

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

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

3.24. Disclosure of Response Content.

All material submitted becomes the property of the County and may be returned only at the County's option. The County has the right to use any or all ideas presented in any reply to this Solicitation. Selection or rejection of any Response does not affect this right.