REQUEST FOR QUALIFICATIONS (RFQ) NO. 03-2026

FOR

PROFESSIONAL ENGINEERING SERVICES FOR THE STATE REVOLVING FUND

LOAN SUPPLEMENTAL APPROPRIATIONS FOR HURRICANES HELENE AND MILTON

(SA-HM)

ISSUED BY THE TOWN OF ORANGE PARK

CONTACT FOR THIS SOLICITATION:

Rachel Savidge, Management Analyst:

Address: 700 Ash Street, Orange Park, FL 32073 Telephone: (904) 264-7411

E-mail: rsavidge@townop.com

PROPOSALS ARE DUE AT THE TOWN CLERK’S OFFICE NO LATER THAN:

June 11, 2026, at 2:00 PM (local time) at

OFFICE OF THE TOWN CLERK

2042 Park Avenue Orange Park, FL 32073

The Clerk’s business hours are 7:30 a.m. to 5:30 p.m., Monday through Friday. Additionally, the Clerk’s Office is closed on holidays observed by the Town.

All proposals received by the Clerk prior to the proposal submittal deadline shall be accepted as timely submitted. Proposals submitted after the proposal submittal deadline shall not be accepted. The responsibility for submitting a proposal on or before the stated time and date is solely and strictly the responsibility of the Proposer. The Town will in no way be responsible for delays caused by mail delivery or caused by any other occurrence. All expenses involved with the preparation and submission of proposals to the Town, or any work performed in connection therewith, shall be borne by the Proposer(s).

The submittal of a proposal by a Proposer will be considered by the Town as constituting an offer by the Proposer to perform the required services at the stated prices. A Proposer may submit a modified proposal to replace all or any portion of a previously submitted proposal up until the proposal due date. The Town will only consider the latest version of the proposal.

Requests for additional information or inquiries must be made in writing and received by the Town’s contact person for this Solicitation. The Town will issue responses to inquiries and any changes to this Solicitation it deems necessary in written addenda issued prior to the proposal due date. Such addenda will be posted on the Town’s website:

www.townoforangepark.com http://www.townoforangepark.com/

1.0 PROJECT OVERVIEW AND GENERAL TERMS AND CONDITIONS

1.1 Introduction

The Town of Orange Park, hereinafter referred to as the Town, is requesting Statements of Qualifications (SOQs) from qualified engineering firms to provide professional engineering services for the Town’s Florida Department of Environmental Protection (FDEP) State Revolving Fund (SRF) Supplemental Appropriation for Hurricanes Helene and Milton (SAHM) Collection System Resiliency and Hardening Upgrades project.

The anticipated contract term will be for a period of thirty-six (36) months. Additionally, by mutual agreement and funding availability, the contract may be renewed for two (2) terms of twenty-four

(24) months each.

The anticipated schedule for this Solicitation is as follows:

Solicitation issued: May 7, 2026 Deadline for receipt of questions: May 27, 2026 Proposal due date: June 11, 2026 Projected award date: July 7, 2026

Submittals presented after the time and date indicated shall be refused. One (1) original, six (6) copies, and one (1) readable/reproducible flash drive (USB) versions of the proposal are to be submitted.

SEALED SUBMITALS MUST BE MARKED:

RFQ-03-2026

Professional Engineering Services for the Town’s Florida Department of Environmental Protection (FDEP) State Revolving Fund (SRF) Supplemental Appropriation for Hurricanes Helene and Milton (SAHM) Collection System Resiliency and Hardening Upgrades project

1.2 Definitions

The following words and expressions used in this Solicitation shall be construed as follows, except when it is clear from the context that another meaning is intended:

A. The word “Contractor” to mean the Proposer that receives any award of a contract from the Town as a result of this Solicitation, also to be known as “the prime Contractor”.

B. The word “Town” to mean the Town of Orange Park, a political subdivision of the State of Florida.

C. The word “Proposer,” or “Vendor” to mean the person, firm, entity or organization, submitting a response to this Solicitation.

D. The words “Scope of Services” to mean Section 2.0 of this Solicitation, which details the work to be performed by the Contractor.

E. The word “Solicitation” to mean this Request for Proposals (RFP) or Request for Qualifications (RFQ) document, and all associated addenda and attachments.

F. The word “Subcontractor” to mean any person, firm, entity or organization, other than the employees of the Contractor, who contracts with the Contractor to furnish labor, or labor and materials, in connection with the Services to the Town, whether directly or indirectly, on behalf of the Contractor.

G. The words “Work”, “Services”, “Program”, or “Project” to mean all matters and things that will be required to be done by the Contractor in accordance with the Scope of Services and the terms and conditions of this Solicitation.

1.3 General Proposal Information

The Town may, at its sole and absolute discretion, reject any and all or parts of any or all responses;

accept parts of any and all responses; further negotiate project scope and fees; postpone or cancel at any time this Solicitation process; or waive any irregularities in this Solicitation or in the responses received as a result of this process. A proposal shall be the Proposer’s firm commitment to provide the goods and services solicited in the manner requested in the Solicitation and described in the proposal. In the event a Proposer wishes to make an exception to any of the terms of this Solicitation, the Proposer shall clearly indicate the exception in its proposal. No exception shall be taken where the Solicitation specifically states that exceptions may not be taken. Further, no exception shall be allowed that, in the Town’s sole discretion, constitutes a material deviation from the requirements of the Solicitation. Proposals taking such exceptions may, in the Town’s sole discretion, be deemed non-responsive. The Town reserves the right to request and evaluate additional information from any respondent regarding the respondent’s responsibility after the submission deadline as the Town deems necessary.

Proposals shall be irrevocable until contract award unless the proposal is withdrawn. A proposal may be withdrawn in writing only, addressed to the Town contact person for this Solicitation, prior to the proposal due date or upon the expiration of 180 calendar days after the opening of proposals.

Proposers are hereby notified that all information submitted as part of, or in support of proposals will be available for public inspection after opening of proposals, in compliance with Chapter 119, Florida Statutes, popularly known as the "Public Records Law”. The Proposer shall not submit any information in response to this Solicitation which the Proposer considers to be a trade secret, proprietary or confidential. The submission of any information to the Town in connection with this Solicitation shall be deemed conclusively to be a waiver of any trade secret or other protection, which would otherwise be available to Proposer. In the event that the Proposer submits information to the Town in violation of this restriction, either inadvertently or intentionally, and clearly identifies that information in the proposal as protected or confidential, the Town may, in its sole discretion, either

(a) communicate with the Proposer in writing in an effort to obtain the Proposer’s written withdrawal of the confidentiality restriction or (b) endeavor to redact and return that information to the Proposer as quickly as possible, and if appropriate, evaluate the balance of the proposal. Under no circumstances shall the Town request the withdrawal of the confidentiality restriction if such communication would in the Town’s sole discretion, give to such Proposer a competitive advantage over other proposers. The redaction or return of information pursuant to this clause may render a proposal non-responsive.

Any Proposer who, at the time of proposal submission, is involved in an ongoing bankruptcy as a debtor, or in a reorganization, liquidation, or dissolution proceeding, or if a trustee or receiver has been appointed over all or a substantial portion of the property of the Proposer under federal bankruptcy law or any state insolvency law, may be found non-responsible.

1.4 Prohibited Communications

All firms and their agents or employees who intend to submit, or who have submitted, responses to this solicitation are hereby placed on formal notice that neither Town Council Members, candidates for Town Council, members of the Selection Advisory Committee (SAC), nor any employee of the

Town of Orange Park are to be contacted or lobbied either individually or collectively concerning this project.

Contact shall only be made through the Town Clerk for the sole purpose of obtaining additional or clarifying information.

Any action, to include dinner or lunch invitations, by a submitting individual or firm that may be interpreted as being within the purview of this requirement shall result in an immediate disqualification from further consideration on this project.

1.5 Clarification of Requirements

Questions regarding the requirements or conditions of this solicitation should be addressed in writing, not later than 5:00 p.m on Wednesday, May 27, 2026, to the Public Works Department – Rachel Savidge, 700 Ash Street, Orange Park, FL 32073, (904) 264-7411, rsavidge@townop.com.

However, unless modified by a written addendum issued by the Town Clerk, the specifications and conditions contained herein stand as stated. Verbal communications are neither authoritative nor binding. Any verbal interpretation in conflict with these specifications as written should immediately be directed in writing to the Town Clerk. Any interpretation provided to any Vendor in response to inquiries regarding this solicitation which may affect the outcome of this proposal will be furnished in writing to all Vendors who have received this solicitation.

1.6 Public Entity Crimes

Pursuant to Paragraph 2(a) of Section 287.133, Florida Statutes, a person or affiliate who has been placed on the convicted Vendor list following a conviction for a public entity crime may not submit a proposal for a contract to provide any goods or services to a public entity; may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work; may not submit proposals on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity;

and, may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 for Category Two ($35,000) for a period of thirty-six (36) months from the date of being placed on the convicted Vendor list.

1.7 Collusion

Where two (2) or more related parties, as defined herein, each submit a proposal for any contract, such proposals shall be presumed to be collusive. The foregoing presumption may be rebutted by the presentation of evidence as to the extent of ownership, control, and management of such related parties in preparation and submittal of such proposals. Related parties shall mean Proposer or the principals thereof which have a direct or indirect ownership interest in another Proposer for the same contract or in which a parent company or the principals thereof of one Proposer have a direct or indirect ownership interest in another Proposer for the same contract. Furthermore, any prior understanding, agreement, or connection between two or more corporations, firms, or persons submitting a proposal for the same services shall also be presumed to be collusive. Proposals found to be collusive shall be rejected. Proposers who have been found to have engaged in collusion may be considered non-responsible, and may be suspended, and any contract resulting from collusive bidding may be terminated for default.

1.8 Purchasing Agreements with other Government Agencies

It is hereby made part of this RFP that the submission of any response to this advertised request constitutes a bid made under the same terms and conditions, for the same price, to other government agencies if agreeable by the bidder and the government agency.

At the option of the vendor/contractor, the use of the contract resulting from this solicitation may be extended to other governmental agencies, including the State of Florida, its agencies, political subdivisions, counties, and cities.

Each governmental agency allowed by the vendor/contractor to use this contract shall do so independently of any other governmental entity. Each agency shall be responsible for its own purchases and shall be liable only for goods or services ordered, received, and accepted. No agency receives any liability by virtue of this bid and subsequent contract award.

2.0 SCOPE OF SERVICES

2.1 Background

The Town of Orange Park is a municipality located in Clay County, Florida, and is considered a suburb of Jacksonville. The Town population was about 10,000 at the 2020 census. The Town is located on the St. Johns River, and includes a total area of 5.6 square miles, of which 3.9 square miles is land and 1.6 square miles is water.

The Town seeks to engage with a firm with a local office within 5 miles of the Town of Orange Park, whose professional engineers, and surveyors, are licensed in the State of Florida and authorized under Florida Statues to perform the professional services sought by this Request for Qualifications

(RFQ). Consultants must possess extensive experience in one or more facets of civil engineering, professional engineering, and surveying and must have extensive experience in water and wastewater treatment operations.

The Town intends to contract with one qualified Vendor to provide expertise in the listed project. The contract to be entered into will be a continuing contract to avail the Town of sought services for the project as needed. It is anticipated that one vendor will be selected and awarded a continuing contract. Task orders will be issued for individual works or needs. The vendors will be selected based on availability, past performance, and experience for the individual project, or other pertinent qualifications that are advantageous to the Town. The Town seeks to engage a firm that can assure that each facet of every project will be handled by qualified individuals.

The Town Public Works Department operates water and sewer facilities including lift stations and treatment plants and provides maintenance and improvements to those collection and distribution utility systems in Town maintained streets and roads, along with drainage facilities various communication and power systems in rights of way and on other public lands, lift stations, and facilities.

Desired areas of expertise include, but are not limited to grant funding, State Revolving Fund Loan applications & agreements, design regulations, State and Federal regulations; municipal water and wastewater facilities & systems; and maintaining working relationships with the Florida Department of Transportation, Department of Environmental Protection, State and Federal Grant Agencies, St Johns River Water Management District, and State Legislature. Entering into a contract following http://en.wikipedia.org/wiki/Clay_County,_Florida http://en.wikipedia.org/wiki/Florida http://en.wikipedia.org/wiki/Suburb http://en.wikipedia.org/wiki/Jacksonville http://en.wikipedia.org/wiki/St._Johns_River this qualification does not render previous continuing services contracts null and void, prior to their agreed upon expiration dates.

2.2 Engineering and Surveying Services to be Provided

A. The firm must be capable of providing full engineering services for all civil engineering needs, including but not limited to planning, design, cost estimating, civil engineering inspections, and as-built certifications. This may include construction, water and wastewater facilities, and collections and distribution systems. Surveying services may also include tasks in and along streets, sidewalks, drainage ways, building layout, other public lands and lift stations, and construction, water and wastewater facilities, collections and distribution systems, plots, plats, and establishing right-of-way boundaries and easements.

B. The successful firm must be capable of preparing documents and permits and must have the ability to respond to the Florida Department of Environmental Protection, St. Johns River Water Management District, Town Council of Orange Park, and any other federal, state, and local bodies with jurisdiction.

C. The firms must provide professional engineering services on a continuing contract basis for projects with the Department of Environmental Protection State Revolving Fund (DEP SRF) and other programs including but not limited to, Legislative Appropriations, DEP Water Quality Improvement Grants, CDBG, RIF, SJRWMD, SAHFI, ARPA, project(s), Senate Bill 64 (2021) – The Florida Senate (SB64) and/or engineering services for other special projects.

Engineering services through work orders or task orders on a continuing contract basis may be negotiated on an as-needed basis.

D. Engineering services will include planning, funding assistance, planning engineering design, surveying, permitting, bidding, construction administration, grant application & recording & management, construction inspection services and resident observation services.

E. The anticipated project scope may include, but is not limited to:

SCADA communication system upgrades across the Town’s lift station network; installation of backup power systems at lift stations currently lacking emergency power; rehabilitation and hardening of aged or flood-prone lift stations; electrical and control system upgrades;

targeted sewer rehabilitation to address infiltration and inflow; and other related wastewater collection system resiliency improvements. The selected firm will be expected to coordinate closely with Town staff and maintain familiarity with ongoing wastewater system planning and regulatory coordination activities associated with this project.

F. The selected engineering firm will provide services including overall project administration, engineering evaluation and planning, design, permitting, bidding assistance, construction administration, and construction engineering inspection (CEI) associated with the project through Planning, Design, and Construction Phases.

3.0 RESPONSE REQUIREMENTS

3.1 Submittal Requirements and Evaluation Criteria

Evaluation Criteria (100 Points Total)

Firms will be evaluated based on the following criteria:

1. Experience with Municipal Wastewater Collection System and Lift Station Infrastructure Projects

– 30 points

2. Experience with State Revolving Fund (SRF) and other infrastructure funding programs, including development of funded municipal infrastructure projects for small and mid-sized municipal utilities (population generally under 10,000)

– 25 points

3. Familiarity with the Town of Orange Park’s Wastewater System and Local Infrastructure Conditions

– 20 points

4. Project Management Approach and Qualifications of Key Personnel

– 15 points

5. Past Performance on Similar Municipal Infrastructure Projects

– 10 points

4.0 RESPONSE REQUIREMENTS

4.1 Oral Presentations

Upon completion of the criteria evaluation indicated above, the Selection Advisory Committee may choose to conduct an oral presentation with the Proposer(s) which the Selection Advisory Committee deems to warrant further consideration based on, among other considerations, scores in clusters and/or maintaining competition. If oral presentations are chosen, upon completion of the oral presentation(s), the Selection Advisory Committee will determine final rankings for Proposers remaining in consideration based upon the written documents combined with the oral presentation.

If oral presentations are not chosen, then the selection committee will provide final rankings based on the submittals.

4.2 Negotiations

The Town may award a contract on the basis of initial offers received, without discussion.

The Selection Advisory Committee will evaluate, score and rank proposals, and submit the results of their evaluation to the Town Manager or designee with their recommendation. The Town Council, Town Manager or designee will determine with which Proposer the Town shall negotiate, if any. In its sole discretion, the Town may direct negotiations with the highest-ranked Proposer.

Notwithstanding the foregoing, if the Town and said Proposer(s) cannot reach agreement on a contract, the Town reserves the right to terminate negotiations and may, at the Town Manager’s or designee’s discretion, begin negotiations with the next highest ranked Proposer. This process may continue until a contract acceptable to the Town has been executed or all proposals are rejected.

No Proposer shall have any rights against the Town arising from such negotiations or termination thereof.

Any Proposer recommended for negotiations may be required to provide to the Town:

A. Its most recent certified business financial statements as of a date not earlier than the end of the Proposer’s preceding official tax accounting period, together with a statement in writing, signed by a duly authorized representative, stating that the present financial condition is materially the same as that shown on the balance sheet and income statement submitted, or with an explanation for a material change in the financial condition. A copy of the most recent business income tax return will be accepted if certified financial statements are unavailable.

B. Information concerning any prior or pending litigation, either civil or criminal, involving a governmental agency or which may affect the performance of the services to be rendered herein, in which the Proposer, any of its employees or subcontractors is or has been involved within the last three years.

4.3 Contract Award

Any contract resulting from this Solicitation will be submitted to the Town Manager or designee for approval. All Proposers will be notified in writing when the Town Manager or designee makes an award recommendation. The Contract award, if any, shall be made to the Proposer whose proposal shall be deemed by the Town to be in the best interest of the Town.

The Town intends to select one qualified engineering firm to provide professional services for this project in accordance with the Consultants’ Competitive Negotiation Act (CCNA), Section 287.055, Florida Statutes. Interested firms shall submit qualifications demonstrating experience with similar municipal wastewater infrastructure projects, knowledge of SRF funding requirements, and ability to provide the required engineering services.

5.0 TERMS AND CONDITIONS

The anticipated form of agreement is attached. The terms and conditions summarized below are of special note and can be found in their entirety in the agreement:

A. Insurance Requirements

The Contractor shall furnish to the Town, prior to the commencement of any work under any agreement, Certificates of Insurance which indicate insurance coverage has been obtained that meets the following requirements. The coverage is to remain in force at all times during the contract period.

1. Worker's Compensation Insurance in compliance with Florida Statute 440.

2. Public Liability Insurance on a comprehensive basis in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. The Town of Orange Park must be shown as additional insured with respect to this coverage. Any costs for adding the Town as additional insured will be at the contractor’s expense.

3. Automobile Liability Insurance covering all owned, non-owned, and hired vehicles used in connection with the Services, in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage.

4. Professional Liability Insurance coverage in the amount of $250,000 per claim.

B. Indemnification

1. The successful Proposer shall indemnify and hold harmless the Town and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorney’s fees and costs of defense, which the Town or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of relating to or resulting from the performance of the agreement by the successful Bidder or its employees, agents, servants, partners, principals or subcontractors.

2. The successful Proposer shall pay all claims and losses in connection therewith, and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the Town, where applicable including appellate proceedings, and shall pay all costs, judgments, and attorney’s fees which may be incurred thereon.

3. The successful Proposer expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the successful Bidder shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Town or its officers, employees, agents, and instrumentalities as herein provided.

6.0 ATTACHMENTS

Proposal Certification/Signature Page (Exhibit A) Price Proposal (Exhibit B) Standard Form of Agreement (Exhibit C)

Exhibit A

PROPOSER’S CERTIFICATION

I have carefully examined this Request for Qualifications RFQ-03-2026, which includes scope, requirements for submission, general information and the evaluation and award process.

I acknowledge receipt of the following addenda, and the cost, if any, of such revisions has been included in the price of the proposal:

Addendum #___ Date: __________ Addendum #_______ Date:

Addendum #___ Date: __________ Addendum #_______ Date:

I hereby propose to provide the services requested in this proposal. I agree that the proposal will remain firm for a period of up to one hundred eighty (180) days from the date proposals are submitted in order to allow the Town adequate time to evaluate the proposals.

I agree that the Town terms and conditions herein shall take precedence over any conflicting terms and conditions submitted with the proposal and agree to abide by all conditions of this proposal.

I certify that all information contained in the proposal is truthful to the best of my knowledge and belief. I further certify that I am duly authorized to submit this proposal on behalf of the company as its agent and that the company is ready, willing and able to perform if awarded a contract.

I further certify, under oath, that this proposal or bid is genuine and not collusive or sham; that said bidder has not colluded, conspired, connived or agreed, directly or indirectly, with any bidder or person, to put in a sham bid or to refrain from bidding, and has not in any manner, directly or indirectly, sought by agreement or collusion, or communication or conference, with any person, to fix the bid price of affiant or of any other bidder, or to fix overhead, profit or cost element of said bid price, or of that of any other bidder, or to secure any advantage against the Town of Orange Park of any person interested in the proposed contract, or for an employee of the Town of Orange Park; and that all statements in said proposal or bid are true. The undersigned executed this Proposer’s Certification with full knowledge and understanding of the matters therein contained and was duly authorized to do so.

NAME OF BUSINESS MAILING ADDRESS

AUTHORIZED SIGNATURE TOWN, STATE & ZIP CODE

NAME, TITLE, TYPED TELEPHONE NUMBER/FAX NUMBER

E-MAIL ADDRESS

State of _____________________________

County of ___________________________

This foregoing instrument was acknowledged before me this _____ day of ________________, 2026 by

_______________, who is personally known to me or produced __________________ as identification, Signature of Notary

EXHIBIT B

PRICE PROPOSAL

Proposers shall provide a fully burdened hourly rate, including direct labor and overhead, for each of the key individuals or principals in the proposal, and a description of any other potential expenses that the Proposer expects payment for under the contract that are not covered by the burdened hourly rate.

Alternatively, Proposers may provide a fully burdened monthly rate, including direct labor and overhead, for performing the services, and a description of any other potential expenses that the Proposer expects payment for under the contract that are not covered by the burdened monthly rate.

Authorized Signature

Print Name

Date

Company Name

EXHIBIT C

CONTINUING CONTRACT FOR PROFESSIONAL SERVICES

(Engineering Services)

THIS CONTINUING CONTRACT FOR PROFESSIONAL SERVICES (“Agreement”) made and entered into as of this _____ day of _______, 2026 by and between the TOWN OF ORANGE PARK, a municipality existing under the laws of the State of Florida, having its principal office at 2042 Park Avenue, Orange Park, FL 32073 (hereinafter referred to as the "Town" or “Buyer”) and __________________________., a ____ corporation, having its address at _____________________ (hereinafter referred to as the "Consultant" or “Contractor”).

WITNESSETH:

WHEREAS, the Consultant has offered to provide professional services that shall conform to the Town's Request for Qualifications (RFQ) for Professional Engineering Services, all associated addenda and attachments, incorporated herein by reference, and the requirements of this Agreement; and, WHEREAS, the Consultant has submitted a qualification package in response to RFQ NO.

03-2026, which is incorporated herein by reference; and, WHEREAS, the Town has selected Consultant to perform services in accordance with the Town’s Purchasing Policies and the Consultant’s Competitive Negotiation Act (CCNA) (Florida Statutes 287.055); and

WHEREAS, the Town desires to procure professional services from the Consultant for the Town, in accordance with the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 – SERVICES OF CONSULTANT

1.01 Scope

A. Consultant shall perform the professional services described in the RFQ, subject to the terms and conditions therein. Consultant’s services will be detailed in a duly executed Work Order for Specific Project. The Work Order(s) will indicate the scope of services and specific works and functions to be performed and deliverables to be provided.

B. The general format of a Work Order is shown in Attachment 1 to this Agreement.

C. This Agreement is not a commitment by Town to Consultant to issue any Work Orders.

D. Consultant shall not be obligated to perform any prospective Work Order unless and until Town and Consultant agree as to the particulars of the Specific Project, Consultant's services, Consultant's compensation, and all other appropriate matters.

E. Any terms in the Consultant’s RFQ qualifications response that conflict with or are prohibited under this Agreement and the RFQ shall not be included in this Agreement and shall be void and of no force or effect.

F. Consultant acknowledges and agrees that this Agreement is subject to the requirements of Section 287.055(2)(g)1, Florida Statutes. In performing any work under this Agreement, Consultant shall not perform work on projects in which the estimated construction cost of the project exceeds the maximum limitation in Section 287.055(2)(g)1, Florida Statutes.

1.02 Work Order Procedure; Recitals

A. Town and Consultant shall agree on the scope, time for performance, and basis of compensation for each Work Order. Each duly executed Work Order shall be subject to the terms and conditions of this Agreement.

B. Consultant will commence performance as set forth in the Work Order.

C. The recitals above are true and correct and incorporated herein by this reference.

ARTICLE 2 – TOWN’S RESPONSIBILITIES; MAXIMUM INDEBTEDNESS

1.01 General

A. Town shall pay Consultant as set forth in Exhibit A.

B. Town shall be responsible for, and Consultant may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by Town to Consultant pursuant to this Agreement. Consultant may use such requirements, programs, instructions, reports, data, and information in performing or furnishing services under this Agreement.

C. The Town’s maximum indebtedness for the Services under this Contract shall not exceed the fixed monetary amount not-to-exceed _________________________ ($______.00), subject to annual available and lawfully appropriated funds.

ARTICLE 3 – TERM; TIMES FOR RENDERING SERVICES

3.01 Term

A. This Agreement shall be effective and applicable to Work Orders issued hereunder for three (3) years from the Effective Date of the Agreement.

B. Provided Consultant is not in breach of this Agreement or this Agreement is not terminated, the Town, in its sole discretion, may renew this Agreement for up to two (2) additional twenty-four-month (24) terms. Each renewal shall be under the same terms and conditions of this Agreement.

3.02 Times for Rendering Services

A. The times for performing services or providing deliverables will be stated in each Work Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time.

B. If, through no fault of Consultant, such periods of time or dates are changed, or the orderly and continuous progress of Consultant’s services is impaired, or Consultant’s services are delayed or suspended, then the time for completion of Consultant’s services, and the rates and amounts of Consultant’s compensation, shall be adjusted equitably.

C. If Town authorizes changes in the scope, extent, or character of the Specific Project, then the time for completion of Consultant’s services, and amounts of Consultant’s compensation, shall be adjusted equitably.

D. Town shall make decisions and carry out its other responsibilities in a timely manner so as not to delay the Consultant’s performance of its services.

E. If Consultant fails, through its own fault, to complete the performance required in a Work Order within the time set forth, as duly adjusted, then Town shall be entitled to the recovery of damages resulting from such failure.

ARTICLE 4 – PAYMENTS TO CONSULTANT

4.01 Invoices

A. Preparation and Submittal of Invoices. Consultant shall prepare invoices in accordance with the terms of Exhibit A and the specific Work Order. Consultant shall submit its invoices to Town on a monthly basis. Invoices are due and payable within 45 days of receipt in accordance with the Prompt Pay Act provisions in Chapter 218, Part VII, Florida Statutes.

ARTICLE 5 – GENERAL CONSIDERATIONS

5.01 Standards of Performance

A. The standard of care for all professional services performed or furnished by Consultant under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality.

B. Town shall not be responsible for discovering deficiencies in the technical accuracy of Consultant’s services. Consultant shall correct any such deficiencies in technical accuracy without additional compensation except to the extent such corrective action is directly attributable to deficiencies in Town-furnished information.

C. Consultant may employ such subconsultants as Consultant deems necessary to assist in the performance or furnishing of the services, subject to advance approval by Town.

D. Subject to the standard of care set forth in Paragraph 5.01.A, Consultant and its subconsultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards.

E. Consultant and Town shall comply with applicable Laws and Regulations and the Town-mandated standards that Town has provided to Consultant in writing. This Agreement is based on these requirements as of the Effective Date of each Work Order. Changes to these requirements after the Effective Date of each Work Order may be the basis for modifications to Town's responsibilities or to Consultant's scope of services, times of performance, and compensation.

F. Consultant shall not be required to sign any documents, no matter by whom requested, that would result in Consultant having to certify, guarantee, or warrant the existence of conditions whose existence Consultant cannot ascertain within its services for that Specific Project. Town agrees not to make resolution of any dispute with Consultant or payment of any amount due to the Consultant in any way contingent upon Consultant signing any such certification.

5.02 Use of Documents

A. All Documents are instruments of service in respect to a Specific Project, and Consultant shall retain an ownership and property interest therein (including the copyright and the right of reuse at the discretion of the Consultant) whether or not the Specific Project is completed. Town retains an ownership and property interest in all Documents and shall be permitted to keep copies of all Documents without limitation.

Town shall not rely in any way on any Document unless it is in printed form, signed or sealed by the Consultant or one of its Consultants. Consultant acknowledges that all Documents are public records under Chapter 119, Florida Statutes (“the Public Records Act”).

B. A party may rely on that data or information set forth on paper (also known as hard copies) that the party receives from the other party by mail, hand delivery, or facsimile, are the items that the other party intended to send. Files in electronic media format of text, data, graphics, or other types that are furnished by one party to the other are furnished only for convenience, not reliance by the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user’s sole risk.

If there is a discrepancy between the electronic files and the hard copies, the hard copies govern.

C. When transferring Documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of such Documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the Documents’ creator.

D. Town may make and retain copies of Documents for information and reference subject to the following limitations: (1) Town acknowledges that such Documents are not intended or represented to be suitable for use on the Specific Project unless completed by Consultant, or for use or reuse by Town or others on extensions of the Specific Project or on any other project without written verification or adaptation by Consultant;

(2) any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by Consultant, as appropriate for the specific purpose intended, will be at Town’s sole risk and without liability or legal exposure to

Consultant or its Consultants; Consultant acknowledges that all Documents are public records under Chapter 119, Florida Statutes (2016) (“the Public Records Act”).

E. If Consultant, at Town’s request, verifies or adapts the Documents for extensions of a Specific Project or for any other project, then Town shall compensate Consultant at rates or in an amount to be agreed upon by Town and Consultant.

5.03 Insurance

A. At all times when any Work Order is under performance, Consultant shall procure and maintain insurance as set forth in Exhibit C, “Insurance.” Consultant shall cause Town to be listed as an additional insured on any applicable General Liability insurance policy carried by Consultant which is applicable to a Specific Project.

B. Consultant shall deliver certificates of insurance evidencing the coverages in the manner indicated in Exhibit C. Such certificates shall be furnished prior to commencement of Consultant's services under any Work Order and at renewals thereafter during the life of this Agreement.

C. Under the terms of any Work Order, or after commencement of performance of a Work Order, Town may request that Consultant or its subconsultants, at Town’s sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit C. If so requested by Town, and if commercially available, Consultant shall obtain and shall require its subconsultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by Town.

5.04 Suspension and Termination

A. Suspension

1. By Town: Town may suspend a Work Order upon providing notice to Consultant.

2. By Consultant: If Consultant’s services are substantially delayed through the fault of Town or Contractor, as mutually agreed to by the parties, Consultant may give written notice to Town of the delay and the reason for the delay. If the Town does not cure the reason for delay within a reasonable timeframe of receipt of notice, Consultant may suspend services under a Work Order.

B. Termination. The obligation to provide further services under this Agreement, or under a Work Order, may be terminated:

1. For cause, by either party upon 30 days written notice in the event of a breach or substantial failure by the other party to perform in accordance with the terms of this Agreement or any Work Order through no fault of the terminating party.

Notwithstanding the foregoing, neither this Agreement nor the Work Order will terminate under Paragraph 5.04.B.1 if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice.

2. For convenience by Town effective upon Consultant’s receipt of notice from Town.

C. Effective Date of Termination. The terminating party under Paragraph 5.04.B may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Consultant to demobilize personnel and equipment from the Site, to complete Works whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted Works, and to assemble Work Order materials in orderly files.

D. Payments Upon Termination

In the event of any termination under Paragraph 5.04.B, Consultant will be entitled to invoice Town and to receive full payment for all services performed or furnished through the effective date of termination.

5.05 Controlling Law and Venue

A. This Agreement and any Work Orders created pursuant to this Agreement shall be governed by the laws of the State of Florida. Any litigation arising hereunder or related hereto shall be tried by the state courts for the County of Clay, Florida.

5.06 Successors, Assigns, and Beneficiaries

A. Subject to Paragraph 5.06.B below, Town and Consultant each is hereby bound and the partners, successors, executors, administrators and legal representatives of Town and Consultant (and to the extent permitted by Paragraph 5.06.B, the assigns of Town and Consultant) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement.

B. Neither Town nor Consultant may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

C. Unless expressly provided otherwise in this Agreement:

1. Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Town or Consultant to any Contractor, Contractor's subcontractor, supplier, other individual or entity, or to any surety for or employee of any of them.

2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Town and Consultant and not for the benefit of any other party.

D. Consultant shall not sublet, transfer, or assign any services provided under a Work Order to a separate firm or individual without express written consent of Town.

5.07 Intentionally deleted.

5.08 Environmental Condition of Site

A. With respect to each Work Order, Specific Project, and Site:

1. Town shall disclose to Consultant in writing the existence of all known and suspected Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, hazardous substances, and other Constituents of Concern located at or near the Site, including type, quantity, and location.

2. Town shall represent to Consultant that to the best of its knowledge no Constituents of Concern, other than those disclosed in writing to Consultant, exist at the Site.

3. If Consultant encounters an undisclosed Constituent of Concern, then Consultant shall notify (a) Town and (b) appropriate governmental officials if Consultant reasonably concludes that doing so is required by applicable Laws or Regulations.

4. It is acknowledged by both parties that Consultant’s scope of services does not include any services related to Constituents of Concern. If Consultant or any other party encounters an undisclosed Constituent of Concern, or if investigative or remedial action, or other professional services, are necessary with respect to disclosed or undisclosed Constituents of Concern, then Consultant may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Specific Project affected thereby until Town retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the Constituents of Concern.

5.09 Indemnification

Consultant shall indemnify and hold harmless Town, and Town’s officers, directors, partners, agents, consultants, and employees in accordance with Exhibit C attached hereto.

5.10 Miscellaneous Provisions

A. Notices. Unless otherwise provided herein, any and all notices, which are permitted or required in this Contract, shall be in writing and shall be duly delivered and given when personally served, or the next business day after such notice is sent by overnight delivery service by a nationally recognized courier such as Federal Express or UPS with delivery charges paid by the sender, or three (3) business days after such notice is mailed to the person at the address designated below or via email with an acknowledge delivery receipt by the other party. If notice is mailed, the same shall be mailed, postage prepaid, in the United States mail by certified or registered mail – return receipt requested. Failure to accept certified or registered mail shall be deemed a receipt thereof within ten (10) days after the first notice of delivery of the certified or registered mail. Any entity may change its address as designated herein by giving notice thereof as provided herein or such other address either party from time to time specifies in writing to the other.

As to the Town: Town of Orange Park

Orange Park, FL 32073 Attention: Town Clerk Email: crusso@townop.com

With a copy to: Town Attorney

Same address as above Email: lhodges@sgrlaw.com

As to Contractor:

Attention:

Phone:

E-mail:

Either party may at any time designate a different address and/or contact person by giving notice as provided above.

B. Survival. All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason.

C. Waiver. A party’s non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement.

D. Applicability to Work Orders. The terms and conditions set forth in this Agreement apply to each Work Order as if set forth in the Work Order, unless specifically modified. In the event of conflicts between this Agreement and a Work Order, the conflicting provisions of the Work Order shall take precedence for that Work Order. The provisions of this Agreement shall be modified only by a written instrument. Such amendments shall be applicable to all Work Orders issued after the effective date of the amendment if not otherwise set forth in the amendment.

E. Non-Exclusive Agreement. Nothing herein shall establish an exclusive relationship between Town and Consultant. Town may enter into similar agreements with other professionals for the same or different types of services contemplated hereunder, and Consultant may enter into similar or different agreements with other owners for the same or different services contemplated hereunder.

F. Intentionally deleted.

mailto:crusso@townop.com

ARTICLE 6 – DEFINITIONS

6.01 Defined Terms

A. Wherever used in this Agreement (including the Exhibits hereto and any Work Order) terms (including the singular and plural forms) printed with initial capital letters have the meanings indicated in the text above, in the exhibits or Work Order, or in the following provisions:

1. Agreement – This “Continuing Contract between the Town of Orange Park and Consultant for…