REQUEST FOR PROPOSAL

26-P-45PW

LONG-TERM PUBLIC GROUND LEASE FOR PRIVATE

DEVELOPMENT AND OPERATION OF A MOTOCROSS PARK IN

EAST CENTRAL FLORIDA

County of Volusia

123 W. Indiana Ave.

DeLand, FL 32720

RELEASE DATE: January 30, 2026

DEADLINE FOR QUESTIONS: March 10, 2026

RESPONSE DEADLINE: March 31, 2026, 3:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

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

County of Volusia

REQUEST FOR PROPOSAL

LONG-TERM PUBLIC GROUND LEASE FOR PRIVATE DEVELOPMENT AND

OPERATION OF A MOTOCROSS PARK IN EAST CENTRAL FLORIDA

I. Introduction II. Special Terms and Conditions

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

VI. Evaluation VII. Vendor Questionnaire

VIII. Definitions

Attachments:

A - _EXHIBIT A DRAFT GROUND LEASE -EXHIBITS 01-29-26

B - EXHIBIT B INITIAL MONTHLY RENT PROPOSAL

C - Exhibit C Insurance Requirements

D - Exhibit D ECHO PROJECT ANNUAL REPORT TEMPLATE

E - Exhibit E Hunden Partners Motocross Feasibility Study

F - Exhibit F Zoning and Land Use Confirmation

G - Exhibit G Locational Map, Aerial, Legal,Description

H - Exhibit H Environmental Assessment and Developable Area Summary

I - Exhibit I SR 44 Off-Site Access Improvements Summary

J - Exhibit J Geotechnical and Stormwater Evaluation Report

K - Exhibit K -Topographic Survey

L - Exhibit L Subsurface Investigation and Geotechnical Analysis

M - Exhibit M Phase I ESA- SR 44 Property

Request For Proposal #26-P-45PW Title: LONG-TERM PUBLIC GROUND LEASE FOR PRIVATE DEVELOPMENT AND OPERATION OF A MOTOCROSS PARK

IN EAST CENTRAL FLORIDA

N - Exhibit N Boundary_For_358_acre_parcel

1. Introduction

The below described is the project and its requirements the Respondents shall include in their response to this competitive solicitation for Long-Term Public Ground Lease for Private Development and

Operation of a Motocross Park in East Central Florida for County of Volusia. It is incumbent upon the

Respondent to read this document in entirety and to submit any questions, clarifications, etc. as directed in Section 3.7 Revisions, Addenda, Questions & Answers. Respondents shall draft their response in accordance with Section 7 Vendor Questionnaire Sub Section 8.

1.1. Summary

Volusia County ("County"), home to Daytona International Speedway and the "Motorsports Capital of the World," seeks competitive proposals from qualified entities to develop and operate a motocross park on land located on State Road 44, ten miles east of DeLand, Florida. The facility will serve as a regional destination for motocross racing, practice, training, and related motorized recreation. The

County intends to enter a ground lease (Exhibit A) with the selected Respondent ("Concessionaire") for a term of thirty (30) years . The Concessionaire will be responsible for all financing, development, operations, and maintenance at its sole expense.

The property is situated six miles from Interstate 4 and ten miles from Interstate 95 along one of

Florida's most heavily traveled corridors. This location places 4 million residents within a 90-minute drive and captures year-round tourist traffic from Orlando, Tampa, Jacksonville, and the Space Coast.

With no publicly owned motocross facility in the four-county region (Volusia, Flagler, Brevard, and

Seminole Counties), the selected Concessionaire will enter a market with demonstrated demand, limited competition, and significant growth potential.

1.2. Background

ECHO Program Funding Context: This project is funded through the Volusia ECHO (Environmental, Cultural, Historic, and Outdoor Recreation) program, a voter-approved initiative supporting capital investments in outdoor recreation facilities. The County Council approved $3.5 million in ECHO funding for the motocross project on June 4, 2024. Foundational ECHO program requirements include public access, a uniform fee schedule for county residents, and submission of quarterly status reports during construction and annual reports thereafter. Additional ECHO requirements are detailed in Minimum

Project Requirements Section 5.6 and the annual report template is provided as Exhibit D.

Feasibility Study: In February 2024, Hunden Strategic Partners completed a market feasibility and economic impact analysis confirming strong unmet demand for a public motocross facility in the four-county region, projecting economic impacts exceeding $300 million over 30 years within the $16.2 billion ATV/UTV industry. The full study is incorporated as Exhibit E.

Due Diligence Completed Exhibits D through F establish compliance and project validation: the ECHO

Program Annual Report Template (D), Hunden Partners feasibility study (E), and zoning confirmation for motocross use (F). Exhibits G through N provide essential site data including the legal description, environmental constraints, access improvements, geotechnical analysis, surveys, stormwater assessment, and Phase I ESA. See Section 5.6 for the complete exhibit list with descriptions. These exhibits provide Respondents with the technical information necessary to develop informed proposals.

See Section 5. Scope of Work for the complete exhibit list with descriptions. .

Zoning Confirmation: The property is zoned Forestry Resource (FR) and Resource Corridor (RC), with motocross park use confirmed as allowable under existing zoning and Future Land Use designations without requiring Comprehensive Plan or Land Development Code amendments. The Implementation will be subject to standard development review, environmental permitting, floodplain requirements, and interdepartmental coordination (Exhibit F).

County Contribution: Of the $3,500,000 in ECHO funding approved for this project, the County has expended approximately $2,250,000 on land acquisition and site due diligence. The remaining balance up to $1,250,000.00 is available to support eligible infrastructure improvements proposed by the selected

Concessionaire, see Section 5.4 County Contribution for instructions.

Opportunity Overview & Strategic Goals

This opportunity eliminates barriers typically associated with motorsports development: land acquired, zoning confirmed, due diligence completed, and up to $1.25 million in County infrastructure support available. The County seeks an experienced operator to build Central Florida's destination motocross facility, extending Volusia's racing legacy from asphalt to dirt in America's motorsports heartland.

The following policy objectives have guided this project:

Fiscal Responsibility: Self-sustaining operations through private sector expertise with no ongoing County subsidy and zero County staff growth.

Risk Sharing: Private sector assumes development and operational costs; County investments are limited to infrastructure creating permanent property value.

Public Recreation Access: Affordable motocross opportunities for residents consistent with ECHO program requirements, including uniform fees and minimum public access days for County residents.

Economic & Environmental Balance: Tourism revenue generation supporting "Motorsports Capital of the

World" positioning while conserving approximately 281 acres of wetlands consistent with Volusia

Forever objectives.

1.3. Contact Information

Pamela Wilsky

Director Purchasing and Contracts

123 W. Indiana Ave Room 302

DeLand, FL 32720

Email: pwilsky@volusia.org

Phone: (386) 822-5779

Department:

Community Services mailto:pwilsky@volusia.org tel:(386)822-5779

1.4. Timeline

Release Project Date January 30, 2026

Pre-Proposal Meeting (Mandatory) February 27, 2026, 9:30am

UF/IFAS Extension Volusia County – Auditorium

Address: 3100 E. New York Ave., DeLand, FL 32724

Location: The Extension Office is part of the

Fairgrounds Complex with direct frontage on SR-

44/East New York Avenue, less than ½ mile from

Interstate 4. Directions: Turn into the driveway between the UF/IFAS Extension sign and building and the Farm Bureau sign and building. The

Auditorium is brick building on left that does not have a parking lot in front of it.

The meeting will begin at 9:30am and site visit show follow thereafter.

Question Submission Deadline March 10, 2026, 11:59pm

Proposal Submission Deadline March 31, 2026, 3:00pm

Microsoft Teams meeting

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

Meeting ID: 213 233 692 064

Passcode: gPYNoU

Or call in (audio only)

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

Phone Conference ID: 628 672 925#

2. Special Terms and Conditions

2.1. Closing Date and Mandatory Pre-Solicitation Conference

A. Request for Proposal (RFP) Closing Date

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

31, 2026. Responses received after this time will not be considered.

B. Pre-solicitation Conference

1. A mandatory pre-solicitation conference will be held at 9:30 am on Friday, February 27, 2026 at UF/IFAS https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting https://www.microsoft.com/en-us/microsoft-teams/join-a-meeting

Extension Volusia County – Auditorium Address: 3100 E. New York Ave., DeLand, FL 32724 Location: The

Extension Office is part of the Fairgrounds Complex with direct frontage on SR-44/East New York Avenue, less than ½ mile from Interstate 4. Directions: Turn into the driveway between the UF/IFAS Extension sign and building and the Farm Bureau sign and building. The Auditorium is brick building on left that does not have a parking lot in front of it. The meeting will begin at 9:30am and site visit show follow thereafter..

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

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

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

3. Mandatory Pre-solicitation: A representative of the firm must attend the meeting and the site in its entirety to respond to this solicitation. Responses received from firms not documented and confirmed on the county's electronic RSVP sign-in sheet will be deemed non-responsive and will not be considered by the County. You may RSVP via the County's eProcurement Portal. The County will electronically record attendance of the firms via the County's eProcurement Portal.

The County of Volusia reserves the right to add a second mandatory pre-solicitation meeting, if the

County deems it necessary.

2.2. Authorized Official

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

2.3. Payment Terms

See Draft Lease (Exhibit A)

2.4. Lease Term

The Ground Lease shall have an initial term of thirty (30) years. This long-term commitment reflects the capital-intensive nature of motorsports facility development, provides security for lender financing, and is consistent with lease structures that have proven successful in the Florida market. Any renewal is subject to Concessionaire's compliance with all lease terms, mutual agreement between the County and

Concessionaire, and County Council approval.

2.5. Price Redeterminations

See Draft Lease (Exhibit A) https://www.volusia.org/core/fileparse.php/4175/urlt/ADANotice.pdf

2.6. Termination

See Draft Lease (Exhibit A)

2.7. 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 Sub-Concessionaire.

There are no limitations to this liability. This section does not apply to the extent precluded or prohibited by applicable law.

2.8. Payment and Performance Bond

A. Bond Requirements. The Concessionaire shall furnish a Payment and Performance Bond(s), each in an amount of one hundred percent (100%) of the Contract price, in accordance with §255.05

Florida Statutes and the Contract Documents as security for the faithful payment and performance of all its obligations under the Contract Documents. The County Payment and

Performance Bond form shall be used. No other forms will be accepted without prior approval from the County. The bond(s) shall be in an amount equal to the Contract Sum.

1. The Payment and 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 the State of Florida. The attorney-in-fact or other officer who signs such bond(s) for the surety company must attach a certified copy of its power-of-attorney authorizing it to do so.

2. Qualification of Sureties. The following requirements shall be met by surety companies furnishing the Payment and Performance Bond.

a. The surety shall be rated “A” or better on the Financial Strength Rating (FSR) and Class

“X” or better on the Financial Size Category by Best’s Rating Center, published by A. M.

Best Company, Inc., of Ambest Road, Oldwick, NJ 08858. Financial Strength Rating of companies providing insurance for the Project shall be “A-” Class VIII or better.

b. The surety shall also be listed on the U.S. Department of Treasury (Dept. Circular 570) entitled “Companies Holding Certificates of Authority as Acceptable Sureties on Federal

Bonds and as Acceptable Reinsuring Companies.”

c. The agent countersigning the bond shall be registered in the State of Florida.

d. All Surety companies are subject to approval and may be rejected by the County without cause in the same manner that Bids may be rejected.

3. If the County, for justifiable cause (such as the filing for liquidation, appointment of receiver to manage said Surety business, insolvency, filing petitions or applications for protection or liquidation under federal bankruptcy laws, or other causes adversely affecting the Surety's ability to perform under its bonds), becomes dissatisfied with any Surety or Sureties then upon the bond(s), the Concessionaire or Sub-Concessionaire shall, within fifteen (15) days after written notice from the County to do so, substitute acceptable bond(s) in such form and sum, and signed by such other Surety or Sureties as may be satisfactory to the County.

The premiums on the bond(s) shall be paid by the Concessionaire. No further payments shall be deemed due from County to Concessionaire nor shall be made until the new Surety or

Sureties shall have furnished acceptable bond(s) to the County.

4. Florida State Statute 255.05 permits the County to waive the requirement for payment and performance bond, if required, in any Contract which is awarded for $200,000.00 or less.

The County may wish to exercise this authority if the County deems such waiver to be solely in its best interest.

B. Additional Insurance and Bonds. Prior to delivery of the executed Contract by County to

Concessionaire, County may require Concessionaire to furnish such other bonds and such additional insurance in such form and with such Sureties or insurers as County may require. If such other bonds or such other insurances are specified by written instructions given prior to opening of bids, the Concessionaire shall pay the premiums. If subsequent thereto, they shall be paid by the County.

C. Failing to provide bonds according to this section, shall constitute a material breach of this

Contract.

2.9. Evaluation Method

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

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

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

2.10. Presentations by Respondents

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

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

County that the Respondent has the fiscal and managerial abilities to properly furnish the services proposed and required to fulfill the requirements of the RFP. 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.

2.11. Proposal Acceptance/Rejection

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

2.12. Proposal Acceptance Period

Any Proposal in response to this RFP shall be valid through January 30, 2027. 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, 2026.

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, 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.

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

3.3. Opening

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

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

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

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

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

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

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

3.4. Public Records Law

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

Agreement:

IF THE Concessionaire HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER

119, FLORIDA STATUTES, TO THE Concessionaire’S DUTY TO PROVIDE PUBLIC

RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC

RECORDS AT 386-736-5935, purchasing@volusia.org, by mail, Purchasing and

Contracts Division, Attn: Public Records Custodian, 123 W. Indiana Ave. Rm. 302

DeLand, FL 32720.

By entering into a Contract, Concessionaire acknowledges and agrees that any records maintained, generated, received, or kept in connection with, or related to the performance of services provided under a Contract are public records subject to the public records disclosure requirements of section 119.07(1), Florida Statutes, and Article I, section 24 of the Florida Constitution. Pursuant to section 119.0701, Florida

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

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

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

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

Contract term and following completion or termination of the Contract if the

Concessionaire 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 Concessionaire or keep and maintain public records required by the County to perform the service. If the Concessionairetransfers all public records to the

County upon completion or termination of the Contract, the Concessionaire shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Concessionaire keeps and maintains public records upon completion or termination of the Contract, the Concessionaire 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 Concessionaire receives any such request, Concessionaire shall instruct the requestor to contact the County. If the County does not possess the records requested, the County shall immediately notify the Concessionaire of such request, and the Concessionaire must provide the records to the County or otherwise allow the records to be inspected or copied within a reasonable time.

Concessionaire 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. Concessionaire 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. Concessionaire shall indemnify, defend, and hold the County harmless for and against any and all claims, damage awards, and causes of action arising from the Concessionaire’s failure to comply with the public records disclosure requirements of section

119.07(1), Florida Statutes, or by Concessionaire’s failure to maintain public records that are exempt or confidential and exempt from the public records disclosure requirements, including, but not limited to, any third party claims or awards for attorneys' fees and costs arising therefrom. Concessionaire authorizes

County to seek declaratory, injunctive, or other appropriate relief against Concessionaire from a Circuit

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

3.5. Confidential Information and Infringement

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

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

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

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

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

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

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

(including derivative works) for use by the County, Concessionaire grants County a perpetual, fully-paid, non-assignable, non-exclusive, royalty-free license to use Concessionaire’s software deliverables developed or licensed under a Contract. Said license includes software owned by Concessionaire 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 Concessionaire is licensing, providing or developing software, including derivative works for use by the County, Concessionaire 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

Concessionairelicensed applications provided under any software owned by Concessionaire and licensed to County or provided by Concessionaire 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, Concessionaire shall also take the following steps to assure that County can continually use the software which Concessionaire 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 Concessionaire unless otherwise agreed by the parties.

D. In the event that Concessionaire does not enable the County to use that which Concessionaire 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, Concessionaire shall be in material default of a Contract and subject to Termination.

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

1. Concessionaire is the sole owner of all right, title, and interest in and to the Concessionaire 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 Concessionaire's software pursuant to the terms of the applicable software license contract of Concessionaire for any

Work performed under a Contract violates or is protected by right, title, interest or similar right of any third person or entity.

3.6. Clarification, Correction of Entry, Minor Irregularities

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

3.7. Revisions, Addenda, Questions & Answers

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

Work/Service, terms, and conditions of this Solicitation and any/all attachments/exhibits including but not limited to Exhibit A Draft Lease Agreement and Exhibit C Insurance requirements. The posting of answers through the County's eProcurement Portal is the only official methods by which interpretation, clarification, or additional information can be given.

Questions and exceptions concerning any section of this Solicitation and any/all attachments/exhibits including but not limited to Exhibit A Draft Lease Agreement and Exhibit C

Insurance requirements. shall be directed through the question and answer section of the

County's eProcurement Portal.

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

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

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

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

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

E. Questions and exceptions shall be submitted before 11:59 pm on Tuesday, March 10, 2026.

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

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

3.8. Incurred Expenses

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

3.9. 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).

3.10. Withdrawal of Response

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

3.11. FOB Destination

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

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

3.12. Payment Terms

Unless otherwise stated in the Special Terms and Conditions section and/or Exhibit A Draft Ground Lease

Agreement, the County will remit full payment on all undisputed invoices for goods and services other than Construction Services within forty-five (45) days from receipt by the appropriate person(s) (to be designated at time of Agreement) of the correct invoice(s) or receipt of all products or services ordered in accordance with F.S.S. 218.74. For Construction Services the County will remit full payment on all undisputed invoices within twenty (20) to twenty-five (25) days in accordance with F.S.S. 218.735.

3.13. Unusual Costs

The Concessionaire 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

Concessionaire petitions for such an increase, the Concessionaire 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 Concessionaire’s request shall contain substantial proof and justification to support the need for the rate adjustment. The County may request from the Concessionaire, and the Concessionaire 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.

3.14. Additional Terms & Conditions

The County of Volusia reserves the right to reject offers containing terms or conditions contradictory to those requested in this Solicitation or to Exhibit A Draft Ground Lease Agreement.

3.15. 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.

3.16. 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.

3.17. 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.

3.18. 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

Concessionaire that the scope of the project or of the Concessionaire’s services has been changed, requiring changes to the amount of compensation to the Concessionaire or other adjustments to the Agreement, unless such changes or adjustments have been made by written amendment or modification order to the Agreement signed by the appropriate County signatories and the

Concessionaire.

B. If the Concessionaire 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 Concessionaire, the Concessionaire must immediately notify the County https://www.volusia.org/purchasing

Project Manager in writing of this belief. The Concessionaire 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 Concessionaire due to such modifications.

The Concessionaire 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 Concessionaire(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.

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

3.20. 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.

3.21. Contract/Agreement

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 modification order, the Respondent should promptly contact the Purchasing Office at

386-736-5935.

3.22. 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. The County of Volusia, Florida, is governed by the

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

3.23. Limitation of Liability/Indemnification

See Exhibit A Draft Ground Lease Agreement

3.24. Payment of Subcontractors or Subconsultants

Concessionaire shall save and hold the County harmless from any and all claims or actions by their

Concessionaire(s) for payment of monies such Concessionaire claims to be owed by Concessionaire for

Work performed under a Contract. Nothing in a Contract shall create any obligation on the part of the

County to pay directly to any Sub-Concessionaires any monies due for Work performed under a Contract.

3.25. 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.

3.26. Compliance with Federal E-Verify Regulations

Concessionaire 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. Concessionaire and any of Concessionaire’s Sub-Concessionaires 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 Concessionaire (or Concessionaire’s Sub-

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

C. In the event Concessionaire enters into a subcontract, Concessionaire shall require, via written contract, the Sub-Concessionaire agree to: (i) register with and utilize the U.S. Department of

Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired on or after the effective date of the subcontract and thereafter during the remaining term of the subcontract; and (ii) provide Concessionaire with an affidavit stating that the Sub-

Concessionaire does not employ, contract with, or subcontract with an unauthorized alien.

Concessionaire shall maintain a copy of such affidavit for the duration of this Agreement or the subcontract, whichever is longer. Concessionaire shall provide a copy of such affidavit to the

County before the Sub-Concessionaire begins any Work associated with the Agreement. If the

County has a good faith belief that a Concessionaire knowingly violated the requirements set forth in this section or Sections 448.09(1) or 448.095 of the Florida Statutes, but also has a good faith belief Concessionaire otherwise complied with this section and applicable law, the County shall promptly notify Concessionaire and order Concessionaire to immediately terminate its contract with the Sub-Concessionaire. Failure to comply with said order shall constitute a material breach of this Agreement.

D. If the County has a good faith belief Concessionaire has knowingly violated, or if Concessionaire is found to have violated, this Section; Section 448.09(1), Florida Statutes; Section 448.095, Florida

Statutes; or the presidential executive order and subsequent Federal Acquisition Regulation (FAR) rule requiring federal Concessionaires to use E-Verify, if applicable, then the following shall be true: (i) such violation shall be a material breach of this Agreement by Concessionaire; (ii)

Concessionaire shall indemnify, defend, and hold harmless the County from any resulting costs or expenses, including fines or penalties levied by a government agency and the County’s loss or repayment of grant funds; (iii) the County may terminate this Agreement immediately and without penalty and such termination shall not be or be considered a breach of this Agreement;

and (iv) Concessionaire shall be liable for any additional costs incurred by the County as a result of the termination of the Agreement. Concessionaire acknowledges and understands that if the

County terminates this Agreement in accordance with this Section, Concessionaire shall be ineligible for award of a public contract for at least one (1) year after the date on which the

Agreement was terminated.

3.27. Public Entity Crimes

Pursuant to paragraph 287.133(2)(a), Florida Statutes, a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or…