17592-26_SUPPLIER.pdf

Professional Design Services 17592-26

Proprietary and Confidential 2/25/26 4:15 PM

A NEW DAY.

Bid Specifications for

A&E Services – Misc. Park Improvements (West) – Annual Contract

Company City of Jacksonville Buyer Benjamin Kemp

E-mail BKemp@coj.net

This document has important legal consequences. The information contained in this document is proprietary of City of Jacksonville. It shall not be used, reproduced, or disclosed to others without the express and written consent of City of Jacksonville.

All responses to this solicitation must be submitted through the City's e-procurement system 1Cloud. If you need to refresh yourself on the instructions for viewing and responding to solicitations, please refer to the training information posted on the supplier portal located on the COJ Procurement Division website.

https://www.jacksonville.gov/departments/finance/procurement https://www.jacksonville.gov/departments/finance/procurement

Table of Contents

1 Overview

1.1 General Information

1.2 Schedule

1.3 Negotiation Controls

1.4 Response Rules

1.5 Terms

2 Requirements

2.1 Affirmation

2.2 Submittal Statement

2.3 General Requirements

2.4 Requirements for PDS

2.5 Insurance Requirements

2.6 Sample Contrct

2.7 Evaluation Criteria

2.8 Response Attachments

3 Lines

3.1 Line Information

3.2 Line Details

3.2.1 Line 1

4 Contract Terms

1 Overview

1.1 General Information

Title A&E Services – Misc. Park Improvements (West) – Annual Contract

Synopsis This is a Request for Proposals (RFP) for Contractors to provide professional engineering, architecture, landscape architecture, planning, environmental assessment, geotechnical, surveying, environmental permitting, and other related professional services as may be needed by the City of Jacksonville for miscellaneous improvements in existing or new parks located within the City of Jacksonville and west of Interstate I-95 from the Fuller Warren Bridge north, and west of the St.

Johns River from the Fuller Warren Bridge south. Typical improvements include, but are not limited to, general site improvements, restrooms, playscapes, lighting, landscaping, signage, sidewalks, multi-use paths and trails, basketball courts, fencing, sports fields, parking lots, and new buildings or building improvements, including mechanical and security systems. A detailed scope of services and fee will be negotiated for each project on which the City requests services, and may include study, conceptual design, final design, and post-design services. Services for each project will be authorized through the issuance of separate Purchase Orders clearly stating the maximum fee for such services.

Buyer Benjamin Kemp Outcome Contract Purchase Agreement

E-Mail BKemp@coj.net

1.2 Schedule

Preview Date Open Date 2/25/26 4:15 PM

Close Date 3/26/26 10:00 AM Award Date Time Zone Eastern Standard Time

Pre-Bid Conference Location n/a

Pre-Bid Date/Time n/a Question Cutoff

Date/Time

3/13/2026 @2:00 PM

1.3 Negotiation Controls

Response Visibility Sealed

Lines Settings Rank Indicator 1,2,3...

Ranking Method Multiattribute scoring

1.4 Response Rules

This negotiation is governed by all the rules displayed below.

Rule Suppliers are allowed to revise their submitted response up until Bid closing

1.5 Terms

Agreement Start Date Agreement End Date Agreement Amount

(USD)

Payment Terms Freight Terms Freight Prepaid

Shipping Method Best Way FOB FOB Destination Negotiation Currency USD (US Dollar) Price Precision 2

2 Requirements *Response is required

Suppliers must satisfy the following requirements. By submitting a response, Supplier warrants and represents that it satisfies all requirements. Failure to meet any of the requirements may result in the response being rejected as non-responsive. Any conflict between any section within this document shall be resolved by deferring to the most restrictive language of the solicitation document. Suppliers must respond to each section through the drop-down selection or arrows at the top right. All response attachments should be properly labeled to identify supplier and file contents.

2.1 Affirmation

*1.

Type name, title, and e-mail of person submitting bid in the comments box.

Select one of the following:-

a. Acknowledge

Comments:

*2.

Type name of company in the comments box.

Select one of the following:-

a. Acknowledge

Comments:

*3. No Alterations: Bidder has not altered the original Solicitation Document in any way and further understands that any such alteration of the original solicitation document may result in rejection of the bid.

Select one of the following:-

a. Acknowledge

*4. Solicitation Silence: The Solicitation Silence policy is in effect for this solicitation and all communications related to this solicitation must be in writing to the designated procurement representative. Violations of the solicitation silence policy may result in the rejection/disqualification of the submission.

Select one of the following:-

a. Acknowledge

*5. Legal authorization and solicitation specific minimum requirements: All bidders must be legally authorized to do business in Duval County and shall comply with all minimum requirements for this bid. Failure to submit evidence for meeting any of these requirements may be grounds for rejection. Vendor shall provide proof of applicable local business licenses and particulars such as specific licensure, experience on similar projects, years of expertise in the area etc.

Select one of the following:-

a. Acknowledge

Comments:

*6. Certification of No Conflict of Interest: Supplier certifies that no official or employee of the City or independent agency requiring the goods or services described in the specifications has a material financial interest in the Supplier's company. Supplier must complete and submit the attached Conflict of Interest Statement fully detailing any potential conflicts.

Attachments:

File Name or URL Type Description

CONFLICT OF

INTEREST CERTIFICA

File

Select one of the following:-

a. Contractor certifies that no official or employee of the City or independent agency requiring the goods or services described in the specifications has a material financial interest in the Contractor's company.

b. Contractor cannot certify that no official or employee of the City or independent agency requiring the goods or services described in the specifications has a material financial interest in the Contractor's company.

*7.

Equal Business Opportunity Program: Pursuant to Part 6 of Chapter 126, Jacksonville Ordinance Code, the City of Jacksonville encourages the utilization and participation of Jacksonville Small and Emerging Businesses (JSEBs) in its contract awards based upon availability. It is the City's intent in adopting this program to reflect the philosophy with regards to enhancing participation of JSEBs in all areas of procurement.

Attachments:

File Name or URL Type Description Bids Codes- PWEN- 502471-26 Mi

File

Select one of the following:-

a. Acknowledge

*8. Electronic Signature: I understand this acknowledgment serves as my electronic signature and has the same force and effect as my manual signature.

Select one of the following:-

a. Acknowledge

2.2 Submittal Statement

*1.

Accuracy of Work; Liability for Errors and Omissions

1. The CONSULTANT shall be responsible for the accuracy of its work, including work by any subcontractors, and shall promptly make necessary revisions or corrections resulting from errors and omissions on the part of the CONSULTANT or subcontractors without additional compensation. Acceptance of the work by the CITY shall not relieve the CONSULTANT of the responsibility for subsequent corrections of any such errors and the clarification of any ambiguities.

2. At any time during the construction of the Project provided for by the Contract Documents or during any phase of work performed by others based on data furnished by the CONSULTANT under this Agreement, the CONSULTANT shall confer with the CITY for the purpose of interpreting the information furnished and/or to correct any errors and/or omissions made by the CONSULTANT. The CONSULTANT shall prepare all drawings or data to correct its errors and/or omissions without added compensation, even though final payment may have already been received therefor.

3. The CONSULTANT shall be and shall remain liable, in accordance with applicable law, for all damages to the CITY caused by the CONSULTANT's breach of contract or its negligent performance of any of the services furnished under this Agreement. The CONSULTANT shall not be responsible for (i) any time delays in the Project caused by circumstances beyond the CONSULTANT's control, or (ii) any additional construction costs, other than the "Recoverable Damages" defined below, that would have been incurred by the CITY if the Contract Documents had been properly prepared in the first place. However, the CONSULTANT will be liable to the CITY for the following damages associated with such breach of contract or negligent performance ("Recoverable Damages"): any retrofit expenses (such as the cost to remove installed work), intervening increases in the cost of the labor, supplies or building components, and any other avoidable costs resulting from the breach or negligent performance that are not otherwise recoverable under this Agreement; and liquidated damages equal to 20% of the cost of any Change Order issued to the CONTRACTOR to perform the work necessary to correct the breach or negligent performance. This payment shall not constitute a penalty, but rather is the parties' reasonable estimate of the amount necessary to compensate the CITY for (i) increased administrative/oversight costs of CITY staff, (ii) recovery of the "builder's premium" for Change Orders that the CITY cannot competitively bid out, and (iii) the damages resulting from the fact that CITY will need to pull funding from other CITY-budgeted projects to cover the costs of the Change Order; and any other damages available to the CITY at law or in equity.

Attachments:

File Name or URL Type Description

2.2.1 Errors and Omissions

(3

File

Select one of the following:-

a. Acknowledge

2.3 General Requirements

*1. Scope of Services: The Public Works Department of the City of Jacksonville, Florida is currently accepting bids to obtain source(s) of supply for the item(s) or service(s) as outlined in the bid documents provided. See the attachment(s) for additional information.

Attachments:

File Name or URL Type Description

2.3.6 Volume of Work

Form (3)

File

2.3.1 Location Map (3).pdf File

Select one of the following:-

a. Acknowledge

*2. Minimum Requirements:

Contractors must satisfy the following mandatory minimum requirements in order to have their Responses evaluated.

By submitting a Response, the Contractor warrants and represents that it meets these requirements. Failure to meet these requirements may result in the Response being deemed non-responsive and not evaluated.

1.Professional Licensure – The firm and proposed key personnel must be authorized and licensed under Florida Statutes to perform the professional services sought by this RFP.

2.Technical Capability – The firm must demonstrate the capability to prepare and deliver final design drawings and supporting documents in electronic format compatible with City standards, including .dwg or .dxf formats.

3.Business Registration – The firm must be properly registered with the Florida Department of State (Sunbiz) and possess a valid Local Business Tax Certificate, if applicable.

4.Response Format Compliance – The Contractor's Response must be submitted in substantial compliance with the Response Format requirements set forth in Section 2.3.6 of this RFP, including organization of the Response into the required sections and inclusion of all required components. Responses that fail to substantially comply with the required format or omit required sections may be deemed non-responsive.

All documentation must be current and valid as of the proposal submittal date. Responses lacking any of the required documentation will be deemed non-responsive and will not be evaluated further.

Select one of the following:-

a. Acknowledge

*3. Please review and acknowledge the attached requirements.

Attachments:

File Name or URL Type Description

EXECUTIVE ORDER NO.

2013-05.pd

File

Executive Order 98-01.pdf File

Select one of the following:-

a. Acknowledge

*4.

This is a qualifications-based selection. The price sheet attached is provided as a courtesy and will be discussed further upon negotiations with the top ranked supplier. Do not include this price sheet as part of the response.

Attachments:

File Name or URL Type Description

2.3.4 Price Sheet.pdf File

Select one of the following:-

a. Acknowledge

*5.

Defined Below:

Select one of the following:-

a. Acknowledge

*6. Federal Funding does not apply to this bid.

Select one of the following:-

a. Acknowledge

2.4 Requirements for PDS

*1. 1. Introduction The City of Jacksonville ("Buyer") intends to hire an individual or firm ("Contractor and or Consultant") to provide the professional services described in this Request for Proposal ("RFP"). Persons interested in submitting a response to this RFP (a "Response") should carefully review this RFP for instructions on how to respond and for the applicable contractual terms.

2. Documents Available for Inspection During preparation of a response to this RFP, the following material is available for review by Contractors.

Arrangements for inspection should be made with the Contact Person identified in Bid. Copies of documents will be furnished to the extent permitted by law. NONE https://www.jacksonville.gov/departments/planning-and-development/development-services-division/review-group- (fka-dmg)/land-development-procedures-manual

3. Application of Chapter 287.055, Florida Statutes and Chapter 126, Ordinance Code, and Other Laws. The selection of and contracting with a Design-Build Firm under the RFP will be in accordance with Section 287.055, Florida Statutes (the "Consultants' Competitive Negotiation Act") and Parts 2 and 7 of Chapter 126, of the Jacksonville Ordinance Code. Other provisions of federal, state, county and local laws, and administrative procedures, policies or rules may apply to the RFP and any claims or disputes arising hereunder. Lack of knowledge of the law or administrative procedures, policies, or rules by any Design-https://www.jacksonville.gov/departments/planning-and-development/development-services-division/review-group-%28fka-dmg%29/land-development-procedures-manual https://www.jacksonville.gov/departments/planning-and-development/development-services-division/review-group-%28fka-dmg%29/land-development-procedures-manual

Build Firm shall not constitute a cognizable defense against their effect.

4. Questions and Requests for Amendment to RFP. If a Contractor (i) has questions about the RFP, (ii) finds discrepancies, omissions or ambiguities in the RFP, or (iii) believes any term or condition of the RFP is unreasonable, Contractor should request an amendment to the RFP. The request should reference the RFP section at issue and include any specific language that Contractor recommends using. All requests for amendment must be submitted in writing (via the 1Coud Procurement System) and, unless otherwise specified in the RFP, be received by the Contact Person at least ten (10) calendar days before the Response Due Date. Questions and requests for amendments directed to the Contact Person or to any other City personnel shall not constitute a formal protest of the RFP. Failure to request an interpretation or change will be considered evidence that Contractor understands and agrees to the provisions of the RFP.

The posting of a written amendment is the only official method by which interpretations, clarifications, changes or additional information will be given by City prior to the opening of Responses. Any other interpretation, clarification, change or information will have no legal effect. City reserves the right to amend, cancel or reissue the RFP at its discretion. City reserves the right to request or obtain additional information about any and all Statement of Qualifications submitted in response to RFP. The may also issue addenda to this RFP which will be sent to each Design-Build Firm who received this RFP. This includes the right to change the Response Due Date and the Contract award date. Notice of all amendments and cancellations will be posted on City's website (please contact the Contact Person if you are uncertain of the website address or if you experience problems accessing it). Contractor is responsible for monitoring this website for new or changing information.

5. Public Meetings and Special Accommodations. Any meetings of the RFP evaluation committee (i.e., the Competitive Sealed Proposal Evaluation Committee or Technical Review Committee) shall be noticed on City's website and shall comply with Florida's Open Meetings Laws. Please contact the Contact Person if you are uncertain of City's website address or if you experience problems accessing it. Persons requiring a special accommodation because of a disability should contact the Contact Person identified in Section 1 at least forty-eight (48) hours prior to the meeting.

6. Cost of Developing RFP Response. All costs related to the preparation of SOQ Responses and any related activities are the sole responsibility of Contractor. City assumes no liability for any costs incurred by Contractors throughout the entire selection process.

7. Response Ownership. All Responses, including attachments, supplementary materials, addenda, etc., shall become property of City and shall not be returned to Contractor. City will have the right to use any and all ideas or adaptation of ideas presented in any Response. Acceptance or rejection of a Response shall not affect this right.

8. Public Records Law; Process For Protecting Trade Secrets and Other Information. Article 1, Section 24, Florida Constitution, guarantees every person access to all public records, and Section 119.011, Florida Statutes, provides a broad definition of public records. As such, all responses to the RFP are public records unless exempt by law. If Contractor considers any portion of its Response to be exempt from disclosure under Florida law, Contractor must provide Buyer with a separate redacted copy of the Response and briefly describe in writing the grounds for claiming exemption from the public records law, including the specific statutory citation. Contractor shall be responsible for defending its determination that the redacted portions of its Response are confidential, trade secret or otherwise not subject to disclosure. Further, Contractor shall protect, defend, and indemnify Buyer for any and all claims arising from or relating to Contractor's determination that the redacted portions of its Response are confidential, trade secret or otherwise not subject to disclosure. If Contractor fails to submit a Redacted Copy with its Response in accordance with Section 2.4 above, Buyer is authorized to produce the entire Response in answer to a public records request.

In accordance with Section 119.0701, Florida Statutes, the Contractor shall:

(a) Keep and maintain public records required by City to perform the services; and

(b) Upon request from City's custodian of public records, provide City with a copy of the requested records or allow records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida Statutes, or as otherwise provided by law; and

(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 of this Contract if Contractor does not transfer the records to City;

and

(d) Upon completion of this Contract, transfer to City at no cost all public records in possession of Contractor or keep and maintain public records required by City to perform the service. If Contractor transfers all public records to City upon completion of this Contract, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of this Contract, Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to City upon request from City's custodian of public records in a format that is compatible with City's information technology systems.

The above requirements apply to a "Contractor" as defined in Section, 119.0701, Florida Statutes.

IF 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 CITY'S CUSTODIAN OF PUBLIC RECORDS AT (904) 255-7674; PRR

@COJ.NET; CITY OF JACKSONVILLE, PUBLIC RECORDS REQUEST, 214 N.

HOGAN STREET, SUITE 1180, JACKSONVILLE, FLORIDA 32202.

9. Multiple Responses from Same Contractor; No Collusion. More than one Response from an individual firm, partnership, corporation or association under the same or different names is not permitted.

Reasonable grounds for believing that a Contractor is involved in more than one Response for the same work will be cause for rejection of all Responses in which such Contractor is believed to be involved. Any or all Responses will be rejected if there is reason to believe that collusion exists between Contractors. Responses in which the prices obviously are unbalanced will be grounds for rejection.

10. Convicted Vendor List. A person or affiliate placed on the State of Florida convicted vendor list pursuant to Section 287.133, Florida Statutes, following a conviction for a public entity crime may not do any of the following for a period of 36 months from the date of being placed on the convicted vendor list:

submit a bid on a contract to provide any goods or services to a public entity;

submit a bid on a contract with a public entity for the construction or repair of a public building or public work;

submit bids on leases of real property to a public entity;

be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and mailto:alexisl@coj.net transact business with any public entity in excess of the Category Two threshold amount provided in Section 287.017, Florida Statutes.

11. Discriminatory Vendor List. An entity or affiliate placed on the State of Florida discriminatory vendor list pursuant to Section 287.134, Florida Statutes, may not:

submit a bid on a contract to provide any goods or services to a public entity submit a bid on a contract with a public entity for the construction or repair of a public building or public work;

submit bids on leases of real property to a public entity;

be awarded or perform work as a contractor, supplier, sub-contractor, or consultant under a contract with any public entity; or transact business with any public entity.

12. Contractor Representations. In submitting a Response, Contractor understands, represents, and acknowledges the following (if Contractor cannot so certify to any of following, Contractor shall submit with its Response a written explanation of why it cannot do so).

Contractor currently has no delinquent obligations to the City of Jacksonville or any of its independent agencies.

The Response is submitted in good faith and without any prior or future consultation or agreement with any other respondent or potential respondent;

To the best of the knowledge of the person signing the Response, neither the Contractor, its affiliates, subsidiaries, owners, partners, principals or officers:

is currently under investigation by any governmental authority for conspiracy or collusion with respect to bidding on any public contract;

is currently under suspension or debarment by any governmental authority in the United States;

has within the preceding three years been convicted of or had a civil judgment rendered against it, or is presently indicted for or otherwise criminally or civilly charged, in connection with (i) obtaining, attempting to obtain, or performing a federal, state, or local government transaction or public contract; (ii) violation of federal or state antitrust statutes; or (iii) commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; or has within the preceding three-year period had one or more federal, state, or local government contracts terminated for cause or default.

Contractor is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. Pursuant to section 287.135, Florida Statutes, the submission of a false certification may subject the company to civil penalties, attorney's fees, and/or costs. [This certification applies to contracts of $1,000,000 or more. A list of the companies can be found as a link to "PFIA Quarterly Reports" at www.sbafla.com/fsb/ ]

Contractor has read and understands the RFP terms and conditions, and the Response is submitted in conformance with those terms and conditions.

All representations made by Contractor to City in connection with the RFP have been made after a diligent inquiry of its employees and agents responsible for preparing, approving, or submitting the Response.

Contractor shall indemnify, defend, and hold harmless City and its employees against any cost, damage, or expense which may be incurred or be caused by any error in the Response.

http://www.sbafla.com/fsb/

All information provided by, and representations made by, Contractor are material and important and may be relied upon by City in awarding the Contract.

13. Provision of Services. Contractor shall provide City with all of the services and deliverables described in the RFP, the Response and the resulting Contract (collectively, the "Services"). If any services, functions or responsibilities are not specifically described in the RFP, the Response or the resulting Contract but are necessary for the proper performance and provision of the Services, they shall be deemed to be implied by and included within the scope of the Services to the same extent and in the same manner as if specifically described herein.

14. Relationship of the Parties. In performance of the Services, Contractor shall be acting in the capacity of an independent contractor and not as an agent, employee, partner, joint venture or associate of City.

Contractor shall be solely responsible for the labor, supplies, materials, means, methods, techniques, sequences and procedures utilized to perform the Services in accordance with the Contract.

15. City's Right to Make Changes. City may unilaterally require, by written order, changes altering, adding to, or deducting from the Services ("Changes"), provided that such Changes are within the general scope of the Contract. City will make an equitable adjustment in the Contract price or delivery date if the Change materially affects the cost or time of performance. Such equitable adjustments require the written consent of Contractor, which shall not be unreasonably withheld. The Parties will cooperate with each other in good faith in discussing the scope and nature of the Change, the availability of Contractor personnel, the expertise and resources to provide such Change, and the time period in which such Change will be implemented.

16. Service Warranties. Contractor warrants that the Services shall be performed and delivered in a professional, first-class manner in accordance with the Contract and the standards prevailing in the industry. Contractor shall also undertake the following actions without additional consideration during the term of the Contract and for one year thereafter: (i) promptly making necessary revisions or corrections to resolve any errors and omissions on the part of Contractor; and (ii) conferring with City for the purpose of interpreting any of the Services or information furnished. Acceptance of the Services by City shall not relieve Contractor of these responsibilities. The warranties and covenants in this paragraph will extend to all subcontractors as well.

The foregoing warranties and covenants shall not apply (i) with respect to any portions of the Service that have been produced by anyone other than Contractor or its subcontractors; (ii) to any modifications made by anyone other than Contractor or its subcontractors or without Contractor's specific prior written consent;

or (iii) to any use of the Service in a manner or for any purpose other than those contemplated in the Contract. EXCEPT AS EXPRESSLY STATED IN THE CONTRACT, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES REGARDING

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CONTRACTOR'S WARRANTIES

EXTEND SOLELY TO CITY.

17. City Will Assist Contractor. At Contractor's request, City will provide reasonable assistance and cooperation to Contractor, including the supply of any data and information necessary for Contractor to provide the Services. City will also designate a Contract Manager who will, on behalf of City, work with Contractor and administer the Contract in accordance with its terms.

18. Location Requirements for Services. Unless otherwise stated in the RFP or the Response, the majority of the Services shall be performed within Duval County, Florida and no Services will be performed outside of the United States. These restrictions may be modified in writing if City determines, in its sole discretion, that the restrictions impose an undue burden on Contractor's ability to perform the Services as contemplated in the Contract.

19. Use of Subcontractors; Flow-Down Provisions. Except to the extent the use of subcontractors is disclosed in the Response or consented to in writing by City, Contractor shall not be allowed to subcontract or assign any of its duties and obligations hereunder. In all cases, Contractor will be responsible for the acts or omissions of its subcontractors. Contractor will ensure that all relevant contractual obligations will flow down to the subcontractors and will be incorporated into the subcontracts (including the obligations relating to insurance, indemnification, delays, intellectual property rights, public records, non-discrimination, audits, security, location of services, termination, transition assistance, warranties, and the manner in which the Services are to be performed).

20. Meetings and Reports. Contractor must attend all meetings and public hearings relative to the Services where its presence is determined to be necessary and requested by City and Contractor can reasonably schedule its appearance. Unless otherwise agreed, Contractor shall provide a monthly report summarizing Contractor's performance. Contractor shall provide other periodic reports respecting the Services as City reasonably requests.

21. Ownership of Works.

(a) The term "Work" shall mean each deliverable, drawing, design, specification, rendering, notebook, tracing, photograph, reference book, equipment, expendable equipment and material, negative report finding, recommendation, data and memorandum of every description, shared with or delivered to City pursuant to the Contract.

(b) With the exception of Contractor's pre-existing intellectual capital and third-party intellectual capital as described in Section below, City shall own all right, title and interest, including ownership of copyright (limited to the extent permitted by the terms of any governing licenses), in and to each Work including, but not limited to, software, source code, reports, deliverable, or work product developed by Contractor specifically for City in connection with the Contract, and derivative works relating to the foregoing. The use of these Works in any manner by City shall not support any claim by Contractor for additional compensation.

(c) Each Work, and any portion thereof, shall be a "work made for hire" for City pursuant to federal copyright laws. Any software, report, deliverable, or work product as used in connection with the Work, but previously developed by Contractor specifically for other customers of Contractor or for the purpose of providing substantially similar services to other Contractor customers, generally shall not be considered "work made for hire", so long as the foregoing are not first conceived or reduced to practice as part of the Work. To the extent any of the Works are not deemed works made for hire by operation of law, Contractor hereby irrevocably assigns, transfers, and conveys to City, or its designee, without further consideration all of its right, title and interest in such Work, including all rights of patent, copyright, trade secret, trademark or other proprietary rights in such materials. Except as provided in the foregoing sentences, Contractor acknowledges that City shall have the right to obtain and hold in its own name any intellectual property right in and to the Work. Contractor agrees to execute any documents or take any other actions as may reasonably be necessary, or as City may reasonably request, to perfect or evidence City's ownership of the Work.

22. Intellectual Property.

(a) Contractor grants to City an irrevocable, perpetual, royalty free and fully paid-up right to use (and such right includes, without limitation, a right to copy, modify and create derivative works from the subject matter of the grant and the right to sublicense all, or any portion of, the foregoing rights to an affiliate or a third party who provides service to City. Contractor's intellectual property (including, without limitation, all trade secrets, patents, copyright and know-how) that is contained or embedded in, required for the use of, that was used in the production of or is required for the reproduction, modification, maintenance, servicing, improvement or continued operation of any applicable unit of Work.

(b) If the Work contains, has embedded in, or requires for the use of, any third party intellectual property, or if the third party intellectual property is required for the reproduction, modification, maintenance, servicing, improvement or continued operation of the Work, Contractor shall secure for City an irrevocable, perpetual, royalty free and fully paid-up right to use all third party intellectual property. Contractor shall secure such right at its expense and prior to incorporating any third party intellectual property (including, without limitation, all trade secrets, patents, copyright and know-how) into any Work, including, without limitation, all drawings or data provided under the Contract, and such right must include, without limitation, a right to copy, modify and create derivative works from the subject matter of the grant of the right and a right to sublicense all or any portion of the foregoing rights to an affiliate or a third party service provider. This subparagraph does not apply to standard office software (e.g., Microsoft Office).

(c) Should City, or any third party obtaining such Work through City, use the Work or any part thereof for any purpose other than that which is specified in the Contract, it shall be at City's and such third party's sole risk.

23. Software Development Processes and Standards. To the extent any software is developed, modified, or otherwise procured under the Contract, Contractor will use commercially-accepted software development and documentation processes and standards.

24. Limitation of Warranty for City-Furnished Software. In lieu of any other warranty expressed or implied herein, City warrants that any programming aids and software packages supplied for Contractor use as City-furnished property shall be suitable for their intended use on the system(s) for which designed. In the case of programming aids and software packages acquired by City from a commercial source, such warranty is limited to that set forth in the contractual document covering the product(s). Should City furnish Contractor with any programming aids or software packages that are found not to be suitable for their intended use on the system(s) for which designed, Contractor shall notify City and supply documentation regarding any defects and their effect on progress on the Contract. City will consider equitably adjusting the delivery performance dates or compensation, or both, and any other contractual provision affected by the City-furnished property in accordance with the procedures provided for in Section 3.3 above ("City's Right to Make Changes").

25. Loss of Data. If any City data or record is lost or corrupted due to the negligence of Contractor or any of its subcontractors or agents, Contractor shall be responsible for correcting and recreating all production, test, acceptance and training files or databases affected which are used in the provision of services, at no additional cost to the City in the manner and on the schedule set by City. This remedy shall be in addition to any other remedy City may be entitled to by law or the Contract.

26. Purchase Orders. If the Contract requires a Service to be ordered by City via purchase order, Contractor shall not deliver or furnish the Service until a City transmits a purchase order. All purchase orders shall bear the Contract or solicitation number, shall be placed by City directly with Contractor, and shall be deemed to incorporate by reference the Contract. Any discrepancy between the Contract terms and the terms stated on the Contractor's order form, confirmation, or acknowledgement shall be resolved in favor of terms most favorable to City.

27. Best Pricing for Comparable Services to Other Government Entities. Compensation for the Services shall be as set forth in the Contract. During the Contract term, if Contractor offers better pricing to other government entities for substantially the same or a smaller quantity of Services upon the same or similar terms of the Contract ("Better Pricing"), then the price under the Contract shall be immediately reduced to the better price. City may require Contractor to certify on an annual basis that Better Pricing (as defined above) does not exist.

28. Invoicing and Payment.

(a) Unless otherwise specified in the RFP, payment to Contractor for Services shall be made on a monthly basis for the Services provided by Contractor for the preceding month. Invoices shall contain the Contract number, purchase order number if applicable, and the appropriate vendor identification number.

City may require any other information from Contractor that City deems necessary to verify its obligation to pay under the Contract. Payments will be made to Contractor approximately thirty (30) days after receipt and acceptance of a proper invoice. City does not pay service charges, interest or late fees unless required by law.

(b) To the extent Contractor's fees include reimbursement for travel or travel- related expenses, such travel and travel-related expenses shall be subject to and governed by the provisions and limitations of Chapter 106, Part 7, Jacksonville Ordinance Code.

(c) City's obligations to make payment are contingent upon availability of lawfully appropriated funds for the Services.

29. Taxes. City is generally exempt from any taxes imposed by the State of Florida or the Federal Government. Exemption certificates will be provided upon request. Contractor shall not include any state, local and federal taxes in any prices quoted to City.

30. Right of Setoff. City may, in addition to other remedies available at law or equity and upon notice to Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted in good faith by City (or any other local government entity or authority located in Duval County, Florida) against Contractor.

31. Retention of Records / Audits.

(a) Contractor must establish and maintain books, records, contracts, sub-contracts, papers, financial records, supporting documents, statistical records and all other documents pertaining to the Contract (collectively, the "Records"), in whatsoever form or format (including electronic storage media) is reasonable, safe and sufficient.

(b) Contractor must retain all Records for a minimum period of three (3) years after the final payment is made under the Contract. If an audit has been initiated and audit findings have not been resolved at the end of the three (3) year period, the Records shall be retained until resolution of the audit findings or any litigation which may be based on the terms of the Contract, at no additional cost to City. Records shall be retained for longer periods when the retention period exceeds the time frames required by law or ordinance.

(c) At all reasonable times for as long as the Records are maintained, Contractor must allow persons duly authorized by City (including City's auditor and inspector general offices), and to have full access to and the right to examine, copy or audit any of the Records, regardless of the form in which kept. Contractor will not charge City for any setup, supervision or space in connection with the examination and audit.

Photocopying charges will not exceed the actual and reasonable cost of the copies to Contractor, and City shall be permitted to bring its photocopying equipment if City so desires.

(d) Contractor must comply with and cooperate in any audits or reports requested by City and must ensure that all related party transactions are disclosed to the auditor.

(e) Contractor must permit City to interview any of Contractor's employees, subcontractors and subcontractor employees to assure City of the satisfactory performance of the terms and conditions of the Contract. Unless the parties agree otherwise or City is willing to pay for the employee's reasonable travel expenses, the interviews will be conducted at the employee's primary place of work. Contractor will not charge City for any employee time unless the interview time for that employee exceeds eight (8) hours in a calendar year.

(f) Following any audit or review, if performance of Contractor is, in the opinion of City, deficient, City will deliver to Contractor a written report of the deficiencies and request for development by Contractor of a corrective action plan. Contractor hereby agrees to prepare and submit, to City, said corrective plan within ten (10) days of receiving City's written report. Thereafter, Contractor must correct all deficiencies in the corrective action plan within a reasonable time after City's receipt of the corrective action plan.

(g) All reports and other information provided by Contractor pursuant to this Section shall be submitted under penalties of perjury, under Section 837.06, Florida Statutes.

(h) Contractor must include the aforementioned audit, inspection, investigation and record-keeping requirements in all subcontracts and Contract assignments.

(i) Contractor agrees to reimburse City for the reasonable costs of investigation incurred by City for audits, inspections and investigations that uncover a material violation of the Contract. Such costs shall include the salaries of investigators, including overtime, travel and lodging expenses, and expert witness and documentary fees. Contractor shall not be responsible for any costs of investigations that do not uncover a material violation of the Contract.

32. City's Right to Suspend Work. City may in its sole discretion suspend any or all activities under the Contract by providing a written notice to Contractor at least five (5) days in advance that outlines the particulars of suspension. Within ninety (90) days of providing such notice, or within any longer period agreed to by Contractor, City shall either (1) authorize the resumption of work, at which time activity shall resume, or (2) terminate the Contract in accordance with the applicable termination provisions. Suspension of work shall not entitle Contractor to any additional compensation. The parties will reasonably amend any schedules relating to performance of the Services to reflect the suspension of work hereunder. Contractor shall not be entitled to receive compensation for any work it performs after being excused from providing it hereunder.

33. City's Right to Terminate for Convenience. City reserves the right to terminate the Contract at any time and for any reason by giving written notice to Contractor. If the Contract is terminated for convenience as provided herein, City will be relieved of all further obligations other than payment for that amount of Services actually performed to the date of termination. Access to any and all work papers will be provided to the District after the termination of the Contract. The parties understand and agree that Contractor shall not have a reciprocal right to terminate the Contract for convenience; it being understood that City's payment for Services forms the consideration for Contractor not having this right. In the event of City's termination of the Contract, City (in its sole discretion) may also require Contractor to provide the Transition Services as set forth in Section 3.26 below.

34. City's Remedies Upon Contractor Default. Any one or more of the following events, if not cured within ten (10) calendar days after Contractor's receipt of written notice thereof, shall constitute an "Event of Default" on the part of Contractor: (1) Contractor fails to perform the Services within the time specified in the Contract or any extension, (2) Contractor fails to maintain adequate progress, thus endangering performance of the Contract, (3) Contractor fails to honor any other material term of the Contract, or (4) Contractor fails to abide by any statutory, regulatory, or licensing requirement. City may extend the 10-day cure period in its discretion.

In addition, the following shall constitute an immediate Event of Default with no right cure: (i) Contractor is found to have made a false representation or certification in its Response, or (ii) Contractor has been placed on the list maintained under Section 287.135, Florida Statutes, of companies with activities in Sudan or in Iran Petroleum Energy Sector. Upon an "Event of Default" on the part of Contractor, City will be entitled to terminate the Contract and pursue such other remedies available at law or equity, including the recovery of any procurement costs and delay damages. The rights and remedies available to City under the Contract are distinct, separate and cumulative remedies, and no one of them, whether or not exercised by a party, shall be deemed to be in exclusion of any other. If, after termination, it is determined that Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience.

35. Contractor Remedies Upon City Default. City shall be in default if City fails to honor any material term of the Contract, and such failure is not cured within forty-five (45) calendar days after receipt of written notice thereof from Contractor. In the event of City's default, Contractor will be entitled to terminate the Contract and pursue such other remedies available at law or equity as it deems appropriate. Except as expressly provided elsewhere in the Contract, Contractor will not be entitled to recover any lost profits or consequential damages. The rights and remedies available to Contractor under the Contract are distinct, separate and cumulative remedies, and no one of them shall be deemed to be in exclusion of any other.

36. Transition Services. At any time prior to the date the Contract expires or terminates for any reason (the "Termination Date"), City may request Contractor to provide reasonable transition assistance services ("Transition Assistance"). Contractor shall provide such Transition Assistance until such time as City notifies Contractor that City no longer requires such Transition Assistance, but in no event for more than 180 days following the Termination Date.

Transition Assistance shall mean any services, functions or responsibilities that are ordinarily or customarily provided to a purchaser to ensure that the services provided to that purchaser by a contractor are fully transitioned in a smooth and efficient manner to a new service provider (either City itself or a third party contractor). Transition Assistance includes the development and implementation of a detailed transition plan. To the extent that Transition Assistance will involve third parties hired by City, those third parties shall cooperate with Contractor in its provision of Transition Assistance and sign any reasonable non-disclosure agreements required by Contractor.

Transition Assistance rendered before the Termination Date shall be provided at no additional cost to City. Transition Assistance rendered after the Termination Date shall be provided at the rates negotiated by the parties prior to the rendering of such service, which rates shall not exceed the standard market rates that Contractor charges to government entities for comparable services; provided however, that if City terminates the Contract because of a breach by Contractor, then (i) the Transition Assistance shall be provided at no cost to City, and (ii) City will be entitled to any other remedies available to it under law.

Contractor may withhold Transition Assistance after the Termination Date if City does not provide reasonable assurance that the charges for such Transition Assistance will be paid to Contractor in accordance with the invoicing and payment provisions of the Contract.

37. Force Majeure, Notice of Delay, and No Damages for Delay. Neither party shall be responsible for delays in performance if the delay was beyond that party's control (or the control of its employees, subcontractors or agents).