18046-26_SUPPLIER.pdf

Informal RFP - Non-Construction 18046-26

Proprietary and Confidential 7/16/26 12:09 PM

A NEW DAY.

Bid Specifications for

Riverfront Plaza Beer Garden Operator

Company City of Jacksonville Buyer Renata Barnett

E-mail rbarnett@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 RFP Requirements

2.5 Insurance Requirements

2.6 Sample Services Contract

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 Riverfront Plaza Beer Garden Operator

Synopsis Riverfront Plaza Beer Garden Operator - Revenue Generating Buyer Renata Barnett Outcome Contract Purchase

Agreement E-Mail rbarnett@coj.net

1.2 Schedule

Preview Date Open Date 7/16/26 12:08 PM

Close Date 8/13/26 4:00 PM Award Date Time Zone Eastern Standard Time

Pre-Bid Conference Location

Mandatory Pre-Bid Conference: Microsoft Teams - Meeting ID: 278 997 572 542 635 Passcode: PY39pQ2E

Pre-Bid Date/Time 07/27/2026 1:00 PM Question Cutoff

Date/Time

08/03/2027 1:00 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 email 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 JSEB Project Goals Language.pd

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. Submittal Statement

Bidder certifies that this proposal is made in good faith, without collusion or connection with any other entity bidding on this work.

Bidder has examined and read all Drawings, Specifications, General and Special Conditions, and other Contract Documents, and all Addenda thereto; and is acquainted with and fully understands the extent and character of the work covered by this Proposal and the specified requirements, for the proposed work.

Bidder certifies that no officer or agent of the CITY will directly or indirectly benefit from this bid.

Bidder states that this Proposal is made in conformity with the Contract Documents and agrees that in case of any discrepancy or differences between its Proposal and the Contract Documents, the provisions of the latter shall prevail.

Bidder certifies that it has carefully examined the foregoing Proposal after the same was completed and has verified every item placed thereon; and agrees to indemnify, defend and save harmless the CITY against any cost, damage or expense which may be incurred or caused by any error in the Bidder's preparation of same.

Bidder states that all applicable taxes are included in the unit prices or Lump Sum Bid and acknowledges this project is not exempt from the State or Local Sales or Use taxes, and payment of such taxes is the responsibility of the Bidder.

The undersigned Bidder agrees to keep its bid in effect for 120 calendar days after the Bid Opening date to allow the CITY time to award the bid, should it be awarded, and time to prepare and execute the contract (or issue the purchase order). This time period begins at the time bids are opened and ends upon the issuance of Notice to Proceed (NTP) by the CITY.

The bid prices shall remain in effect throughout the life of the Contract. Failure of the CITY to issue NTP within the specified time period shall allow Bidder to withdraw its Bid and terminate its contract without penalty or forfeiture of Bid Bond. Failure of the CITY to issue NTP within the specified time period shall not entitle Bidder to an adjustment of its Bid prices, unless mutually agreeable by the CITY.

Bidder certifies, under penalty of perjury and contract rescission, that it has all required licenses to perform the work required to fulfill the terms of the contract resulting from a successful bid.

Furthermore, the Bidder affirms that all subcontractors requiring to be licensed are listed in its response and are properly licensed to perform work on their respective portions of this project.

Select one of the following:-

a. Acknowledge

2.3 General Requirements

*1. Scope of Services: This is a Request for Bids for the awarding of a Service Agreement (the "Agreement") to complete the interior construction build-out, permit, manage, and operate a beer garden pub and outdoor patio space at Riverfront Plaza ("Riverfront Plaza") during normal park hours. The awarded Contractor will operate the beer garden with the intent of activating the park space. The beer garden will be open for food and beverages for lunch and dinner in the evening. The beer garden will be family-friendly and clean. We anticipate this to be a brew-pub concept with sandwiches, sides, pretzels, and other snack food. The beer garden operator will have full use of the restaurant space and some adjacent spaces to the building for movable furniture and to set up outdoor yard games. Adjacent large picnic tables will be located nearby for patrons to use. We anticipate many park users visiting this space as families enjoy the park and the series of parks along the St. Johns River.

Select one of the following:-

a. Acknowledge

*2. Specifications: Provide all items or services as identified on each line or identified below in accordance with all other Terms and Conditions specified herein. See the attachment(s) for additional information.

The facility to be utilized is the beer garden located on the soon-to-be-constructed Phase 2 of Riverfront Plaza. This building will be constructed adjacent to the Main St. bridge and is "under" the walkway that will connect people from Laura Street to the Main St. bridge (see attached for layout). The building will be poured concrete and similar in materials to the existing Riverfront Park café, located next to the new adventure playground. The overall size, including the restrooms, is 5,171 sq. ft. Construction of the building is a concrete shell, with base electrical, HVAC, and restrooms. The design team would like to work with the beer garden operator to determine mechanical, plumbing, electrical, and ventilation needs as design is finalized to properly build out the beer garden space. The roof of this building is an extensive green roof. The awarded space also includes the patio space adjacent to the beer garden building. This is envisioned to be movable seating in the garden spaces. Contractor shall be responsible for raking and maintenance of the decomposed granite paving materials. Any holistic changes to the building finishes, restroom finishes, fixtures, exterior paving, landscape, or shall be approved by the Director of Parks, Recreation and Community Services.

Contractor will be expected to begin offering service within 60 days of the park opening, assuming all required permits are in place.

This will be a revenue-generating bid.

Background Under the Agreement, the awarded Contractor will pay the City of Jacksonville for the use of space to operate a beer garden at Riverfront Plaza. The primary function of the Contractor shall be to build out, manage, and operate a beer garden during park hours. Operation of the beer garden shall be at a minimum of six (6) days a week, to be opened at similar times as the park and other park-related activities. The Contractor and the City shall negotiate extended hours.

Contractor will be required to submit an event plan allowing the community access to the beer garden for scheduled programs, special events, and other social gatherings. The plan should include a staffing plan for extended, high-traffic, and weekend hours based on community or special events use; this may include the yearly Light Boat Parade, Jazz Fest, Fireworks, and other downtown and Riverfront Park programs.

The Contractor(s) receiving an award hereunder will be required to plan and complete interior finish construction of the space; obtain and maintain all necessary permits and licenses for construction and operation of the beer garden;

repair and maintain the interior and exterior of the space; market, manage, operate, and perform all necessary or incidental services in connection with successful operation of the beer garden and outdoor patio. The contractor will provide start-up funding for necessary improvements, equipment, and furnishings. The dumpster for garbage will be coordinated with the City and addressed prior to and following the adjacent development construction. City will provide utilities, including water, power, and electricity.

The Contractor and customers of the Contractor are subject to all rules and policies of Riverfront Plaza. The restaurant will be within a highly used public park. Contractor shall staff the Restaurant with customer service-oriented people who are professional, friendly, and courteous to the public.

The City reserves the right to prohibit the sale of any specific item or range of items. Efforts should be made to reduce or eliminate distribution of items that contribute to litter in the park (e.g., straws, napkins, bottle tops, wrappers, etc.).

Program Goals A.The City desires Riverfront Plaza to be a symbol of civic pride by providing a fun, safe, friendly and clean environment conducive to families. Facilities shall be kept in a clean and orderly fashion.

B.The City desires Riverfront Plaza to be attractive to all citizens of and visitors to Jacksonville, regardless of age, race, gender, ethnic group or physical ability.

C.The City desires Riverfront Plaza beer garden to be an attraction and shall provide as a minimum, beer garden amenities described herein. Additional amenities, programs and special events are encouraged to further attract visitors to Riverfront Plaza.

Requirements 1.Payment: The Contractor shall pay the City during the period of this Agreement, a monthly fee equal to the agreed-upon amount for its operations at Riverfront Plaza. The minimum yearly fee considered shall be $20 per square foot, paid per month. Monthly fees will not be collected for the first four months of the lease. METHOD OF PAYMENT:

The Contractor will make payment as stated in the Response to this RFP, by check or money order, by the tenth of the following month for the prior month's sales (e.g., percentage payment for sales during January is due by the following February 10th), payable to "Tax Collector." Cash will not be accepted. All payments must be delivered as listed below:

Parks, Recreation and Community Services Department, City of Jacksonville, 214 North Hogan Street, Suite 440, Jacksonville, Florida 32202. Payment phone number: (904) 255-8294. Non-payment and Late Payments: The Contractor's failure to make the monthly payment will constitute a breach of the contract and, if not timely cured, may result in cancellation of the contract. At the discretion of the Department Director, a late fee of $25.00 may be assessed for payments made after the last day of the month.

The Contractor will be responsible for all sales, use, excise, federal, state, and local income taxes as well as all other federal, state, and local taxes attributed to the facility.

2.Experience: The Contractor will have two (2) years of experience similar to the services the Contractor is proposing in this RFP and meet all qualifications outlined in the section above.

3.Financial Status: The Contractor will demonstrate the Contractor's ability to take on the financial responsibility of a long-term service contract for the Response. The Operator shall provide start-up funding for the café.

4.Service Hours: The park is open 365 days a year. Operation of the beer garden shall be at a minimum of six (6) days a week, to be open from lunch into the evening and coordinated with other park-related activities. The Contractor and the City shall negotiate extended hours.

5.Facility must be operated on all holidays excluding Christmas Day and Thanksgiving Day. Continuous changes to the hours of operation will not be tolerated.

6.Verification of Corporate Status: During the license term, the Contractor will be a duly organized and validly existing corporation registered, active, and in good standing with the State of Florida.

7.Permitted Use: The Contractor agrees that the Permitted Use of the City-owned Facilities will be for the purpose of operating a beer garden at Riverfront Plaza. No other use of the Facilities will be permitted without written approval of the Department Director.

8.Compliance with Governmental Requirements: During the License Term, the Contractor will comply with all Governmental Requirements governing or affecting the Licensed Premises and the use thereof for any reason.

Governmental Requirement means any permit, law, statute, code, rule, regulation, ordinance, order, judgment, decree, writ, injunction, franchise, condition, certificate, permit, license, authorization, or other direction, or requirement of any governmental and/or regulatory national, state or local entity with jurisdiction over Jacksonville, Contractor and/or the facility.

9.Equal Access: Contractor will not discriminate against any person on the basis of race, creed, color, sex, religion, national origin, age, marital status or disability in its management, use and operation of the waterfront access.

10.Title to Land: Title to the City-owned land will remain vested with Jacksonville and Contractor will have no interest in the title to the property but will only have a license-hold interest thereto. Any improvements made to the locations will be made by the Contractor at the Contractor's sole cost and expense and with written permission of the Department. Permanent improvements, upon completion, will vest with Jacksonville. Furniture, fixtures and equipment owned by the Contractor will be removed by the Contractor at the termination of the contract.

11.Insurance: Before entering the property and without limiting liability under a resulting license agreement, Contractor will procure and maintain, at its sole cost and expense, during the license term insurance in the minimum amounts stated in Attachments X and X. Additionally, Contractor will provide insurance of the types, amounts and coverages, which may be amended at any time as required by Jacksonville's Risk Manager in his or her sole reasonable discretion. Amendments to the indemnification and/or insurance terms of a resulting license agreement will be processed by an Administrative Award of the Procurement Division under the authority of this RFP.

12.Audit: With reasonable notice, Jacksonville will have the right to audit Contractor's financial books, records and documents related to service at all City-owned Facilities.

13.Jacksonville Recognition: The Contractor will be responsible for advertising the beer garden. All signage, banners, flyers, websites or handouts posted or distributed in Riverfront Plaza or relating to Riverfront Plaza must be approved by the City prior to posting or distributing. All advertising materials and signage are expected to be professional and fit within park branding standards. Handwritten and marked-through copies of advertising materials will not be approved for distribution. Any items with the name Riverfront Plaza, City of Jacksonville, or any derivation of including shirts, hats, pens, staff uniforms, etc., must be reviewed and approved by the City. The City reserves the right to deny any and all requests to distribute, wear, sell or otherwise utilize items with a City or Riverfront Plaza logo or name shown.

14.Right of Jacksonville to Inspect: Jacksonville at all times may enter the facilities for the purpose of inspecting same and for any other purpose determined by the Department. Upon request, Contractor will provide Jacksonville keys to areas of the café.

15.Contractor Termination: The Contractor will have the absolute right to terminate a contract resulting from this RFP at any time by providing at least thirty (30) days written notice of such termination to Jacksonville.

16.Jacksonville Termination: Jacksonville will have the absolute right to terminate a contract resulting from this RFP at any time by providing at least thirty (30) days written notice of such termination to the Contractor.

17.Contractor and Jacksonville Responsibilities: The Facilities are provided in "as is" condition.

Jacksonville will be responsible for:

a.The utilities will be furnished and paid by the City. The contractor will be required to manage the operation of the facilities in a manner that reasonably conserves utilities. This includes keeping the A/C set at no lower than 76 degrees in the summer and the heat set at no higher than 72 degrees in the winter; keeping doors and windows shut while the A/C is running; turning off unnecessary lights after closing; reporting or repairing leaking faucets and running toilets in a timely manner, etc.

b.The City will maintain the basic structural components of the building (e.g., roof, pipes, HVAC, etc.)

Contractor will be responsible for:

a.The Contractor will make monthly payments or more as stated in the Response to this RFP.

b.The Contractor will be responsible for all daily maintenance of the beer garden and patio.

c.The building is provided in an "as is" condition. Any improvements or enhancements to the buildings (e.g., new light fixtures, water, drain, etc.) will be the responsibility of the Contractor. Any improvements that impact or alter the buildings (including but not limited to drilling holes in the floor, creating holes larger than a standard nail in the ceilings or walls, painting, installing equipment that requires alteration of the structure in any way, rerouting electrical wires or rewiring, installing or replacing lighting fixtures, etc.) must be submitted in writing for review and approval by the City prior to commencing work. Any improvements that impact or alter the buildings become the property of the City upon installation. All equipment in the buildings at the time the Agreement is signed is the property of the City.

Any and all equipment belonging to the City shall be turned over to the City.

d.The Contractor shall, at its sole cost and expense, repair to the complete satisfaction of City any and all damage to the Property caused by or arising from Contractor's exercise of the rights granted herein. Without limiting the generality of the foregoing, Contractor is solely responsible and agrees to repair any damages to the Property that result from Contractor's use of the Property.

e.The Contractor's use of the Property shall at all times be in common with City and City's officers, employees, agents, representatives, business invitees, licensees, invitees and other permitted users. Contractor understands that the Contractor's use of the Property shall not interfere with City's use of the Property. In the event of any such interference, the Contractor, upon receipt of written notice from the City, shall cause any such interference to cease and make such modifications in its use of the Property as may be reasonably required to prevent such interference.

f.The City shall have no obligation to protect or otherwise safeguard or provide security for the Contractor's property.

The City will not be responsible for any loss, theft, damage or vandalism to signage, rental equipment or any other property belonging to the Contractor.

g.Neither building may be utilized for a secondary business.

h.If the Property is damaged by fire or other casualty, either party shall have the right to terminate this Agreement by providing thirty (30) days' written notice to the other. City shall not be liable, regardless of cause, for any inconvenience or interruption of the Contractor's rights occasioned by fire or for any damages to the Contractor's property which may be occasioned by fire or other casualty. City shall have no obligation to repair, restore or replace any Property damaged by fire or other casualty.

i.The City will not be responsible for any loss, theft, damage or vandalism to the property.

j.All employees required for the operation of the beer garden shall be supplied by the Contractor. All employees of the Contractor shall be professionally dressed (uniforms are preferred) and be expected to behave professionally and courteously while in the park.

k.The Contractor, at its sole cost and expense, will pay all communication costs including phone and internet charges.

Attachments:

File Name or URL Type Description RFP Riverfront Plaza Beer Gard

File

RFP Riverfront Plaza Beer Gard

File

Select one of the following:-

a. Acknowledge

*3. Contractors must satisfy the following mandatory minimum requirements to have their responses evaluated. By submitting a response, Contractor warrants and represents that it satisfies these requirements. Failure to meet these requirements will result in the response not being evaluated and being rejected as non-responsive.

A.The Contractor will provide current proof of all business licenses required by local, state, and federal law as applicable.

B.The organization must have the ability to obtain and maintain liability insurance as required by the City of Jacksonville

C.The Contractor will be properly licensed to operate as a business in the State of Florida.

D.The organization must have been established, operating, and experienced, offering a similar beer garden concept related to the Scope of Services of this RFP for a minimum of two (2) years.

E.Names, address and telephone numbers of at least three (3) references of vendors or clients with direct knowledge of the experience of the proposer's involvement in restaurants, catering, and operations. One of the references must be the proposer's principal food supplier.

F.The Contractor will provide proof of minimum ownership qualifications or five (5) of the most recent seven (7) years as principal Owner of a standalone restaurant or resort.

G.The Contractor will provide proof of minimum Operating Partner qualifications or seven (7) years of successful food and beverage experience within the most recent ten (10) years.

Select one of the following:-

a. Acknowledge

*4.

Response FormaT

To maintain comparability and facilitate the evaluation process, Responses shall be organized in the manner set forth below. Tab delineations for each of the sections would be helpful.

The formal response to the RFP. Each proposer will clearly indicate within the Cover Letter that your response is for the RFP.

1) Title Page: Include only RFP Title, RFP Number, Contractor's full name, address, phone number.

2) Cover Letter: Include only the following:

RFP Title and Number

Contractor's full name, address, and phone number.

Names of the person(s) who will be authorized to make representations for the Contractor, their titles, addresses (including email address), and telephone numbers.

Contractor's Federal Employer ID Number.

Written acknowledgement that (i) the Response is based on the terms set forth in the RFP and all amendments thereto posted on Buyer's website as of the date of the Response, and (ii) the Contractor will be responsible for monitoring Buyer's website for subsequent amendments and for either maintaining, amending or withdrawing the Response prior to the Response Due Date based on those subsequent amendments.

Signature of Authorized Representative.

3) Required Forms. Attach all forms identified in RFP, each signed by an authorized representative. Examples of the forms that may be required and placed in Section 3 include:

Local Business Tax Certificate (if applicable)

Business References (include bank reference letters, financial reports/audits, insurance certificates, etc.). If the proposer desires, the Company financial reports can be submitted in a separate .pdf file from the proposal file. However, the file name must include the word "Confidential". For Example: "XYZ Engineering – Confidential Financial Info.pdf".

Certificate of Insurance

4) Proof of Minimum Requirements. Responses will ONLY be accepted from companies meeting the minimum requirements of this solicitation. Contractor must address and provide clear documentation that they meet all minimum requirements.

5) Statement of Qualifications. This portion of the Response will be used to provide the information Buyer needs to evaluate how well the Contractor meets the criteria listed in the Evaluation Criteria.

Failure to provide adequate information on any criterion will result in lower scores and could result in rejection of the Response as non-responsive. Please divide this portion of the Response into ten subsections (one subsection for each of the listed criteria).

Select one of the following:-

a. Acknowledge

2.4 RFP Requirements

*1.

1. Introduction

The City of Jacksonville ("Buyer") intends to hire an individual or firm ("Contractor") to provide the 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. 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 Purchasing Analyst (Analyst) at least ten (10) calendar days before the Response Due Date. Questions and requests for amendments directed to the Analyst or to any other Buyer 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 Buyer prior to the opening of Responses. Any other interpretation, clarification, change or information will have no legal effect.

Buyer reserves the right to amend, cancel or reissue the RFP at its discretion. Buyer reserves the right to request or obtain additional information about any and all Statement of Qualifications submitted in response to RFP. They may also issue addenda to this RFP which will be sent to each Supplier 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 Buyer's website (please contact the Analyst 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.

3. Terms of Agreement. After award to the successful Contractor, Buyer and Contractor will promptly enter into a written agreement (the "Contract") incorporating the terms of the RFP, the successful Response, and other terms and conditions as may be agreed to between the parties. To the extent the Response contains exceptions to or modifications of the RFP, such exceptions or modifications are stricken unless Buyer affirmatively accepts the exceptions or modifications in the Contract. The Contract will be substantially in the form set forth in an attachment to the RFP.

Buyer will not be obligated to pay Contractor for the RFP services until the Contract is signed by both parties. Buyer retains the right to reject all bids and/or amend its notice of award at any time prior to the full execution of the Contract.

If the successful Contractor fails to perform the Services as agreed, Buyer reserves the right to (i) issue a new solicitation for the Services; (ii) reopen the RFP for the purpose of awarding a second contract to another Contractor in accordance with the criteria and processes set forth herein; and/or (iii) take such other actions permitted by law.

4. Public Meetings and Special Accommodations. Any meetings of the RFP evaluation committee (i.e., the Jacksonville Procurement Awards Committee or Technical Review Committee) shall be noticed on Buyer's website and shall comply with Florida's Open Meetings Laws. Please contact the Analyst if you are uncertain of Buyer's website address or if you experience problems accessing it. Persons requiring a special accommodation because of a disability should contact the Analystidentified in the Overview Section at least forty-eight (48) hours prior to the meeting.

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

6. Response Ownership. All Responses, including attachments, supplementary materials, addenda, etc., shall become property of Buyer and shall not be returned to Contractor. Buyer 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.

7. 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, 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 Buyer to perform the services; and

(b)Upon request from Buyer's custodian of public records, provide Buyer 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 Buyer; and

(d)Upon completion of this Contract, transfer to Buyer at no cost all public records in possession of Contractor or keep and maintain public records required by Buyer to perform the service. If Contractor transfers all public records to Buyer 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 Buyer upon request from Buyer's custodian of public records in a format that is compatible with Buyer'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 BUYER'S CUSTODIAN OF PUBLIC RECORDS AT (904) 255-7674;

REQUEST@COJ.NET; BUYER OF JACKSONVILLE, PUBLIC RECORDS REQUEST, 214 N. HOGAN STREET, SUITE 1180, JACKSONVILLE, FLORIDA 32202.

8. 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.

9. 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 transact business with any public entity in excess of the Category Two threshold amount provided in Section 287.017, Florida Statutes.

10. 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.

11. 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 Buyer 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 Buyer 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 Buyer and its employees against any cost, damage, or expense which may be incurred or be caused by any error in the Response.

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

12. Provision of Services. Contractor shall provide Buyer 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.

13. 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 Buyer. 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.

14. Buyer's Right to Make Changes. Buyer 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.

Buyer 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.

15. 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 Buyer for the purpose of interpreting any of the Services or information furnished.

Acceptance of the Services by Buyer 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 BUYER.

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

17. 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 Buyer 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.

18. 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 Buyer, 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).

19. 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 Buyer 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 Buyer reasonably requests.

20. 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 Buyer 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, Buyer 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 Buyer in connection with the Contract, and derivative works relating to the foregoing. The use of these Works in any manner by Buyer 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 Buyer 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 Buyer, 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 Buyer 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 Buyer may reasonably request, to perfect or evidence Buyer's ownership of the Work.

21. Intellectual Property.

(a)Contractor grants to Buyer 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 Buyer. 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…