TOWN OF ORANGE PARK

REQUEST FOR PROPOSALS

PLANNING AND ECONOMIC DEVELOPMENT SERVICES

Date Issued: Thursday, October 29, 2026

Bid Open Date: Tuesday, December 1, 2026

Time: 2:00 P.M.

Bid Opening Place: Town of Orange Park

2042 Park Avenue

Orange Park, FL 32073

Attn: Town Clerk

Telephone: 904-278-3011

REQUEST FOR PROPOSAL

SECTION 1

PLANNING AND ECONOMIC DEVELOPMENT SERVICES

1.1 Introduction and Background.

The purpose of this Request for Proposal (“RFP”) solicitation is to select proposals from interested and qualified individuals or firms to provide expertise in the fields of planning and economic development. Desired areas of expertise include, but are not limited to, zoning and land use regulations; site plan development; comprehensive plan amendments;

brownfield designations; creation of neighborhood associations and community redevelopment agencies; landscape architecture, economic development incentives, assistance, and promotion; and maintaining working relationships with the Florida

Department of Transportation, Department of Environmental Protection, state legislature and the Clay County Chamber of Commerce.

The Town intends to hire a contractor (“Contractor” or “Bidder” or “Proposer” or

“Vendor” or “Firm”) to provide the services described in Section 1.2 of this RFP.

Persons interested in submitting a response to this solicitation (a “Response” or “Bid”) should carefully review this RFP for instructions on how to respond. This RFP is divided into the following sections:

Section 1 Specific Information Regarding This RFP

Section 2 General Instructions

Section 3 General Terms and Conditions of Agreement

Section 4 Description of Services

Attachment A Response Format

Attachment B Evaluation Criteria for Response

Attachment C Indemnity, Insurance, and Bonds

Attachment D Town Protest Procedures

Form 1 - Conflict of Interest Certificate

Form 2 - No Bid Form

Form 3 Insurance Agent Acknowledgement

Form 4 Required Affidavit (Human Trafficking)

Form 5 Required Affidavit (Entities of Foreign Countries of Concern)

Form 6 Form of Agreement

In the event of conflicting provisions, the following sections of this RFP will have priority in the order listed: Section 1, Section 4, Section 2, Section 3, the Attachments, and the

Forms.

1.2 Scope of Services.

The services sought under this RFP are generally described as follows:

The Town of Orange Park (Town) is a municipality located in Clay County, Florida, and is considered a suburb of Jacksonville. The Town population was 9,089 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 3.6 square miles is land and 1.7 square miles is water.

The Town seeks to engage firms with a local office within 50 miles of Orange Park, whose planners are in the State of Florida and can perform the professional services sought by this

Request for Proposal (RFP). Consultants must possess extensive experience in one or more facets of planning and economic development.

The Town intends to contract with qualified Vendors to provide expertise in one or more of the listed professional services. The contract to be entered into will be a continuing contract to avail the Town of one or more of the services sought for various projects as needed. It is anticipated that more than one vendor will be selected and awarded a continuing contract. Task orders will be issued for individual projects. The vendors will be selected based on availability, past performance, price quotes for the individual project, or other pertinent qualifications that are advantageous to the Town. The Town seeks to engage firms that can ensure that each facet of every project will be handled by qualified individuals.

The Town Economic and Community Development Department manages development through effective planning and zoning practices designed to create vibrant commercial districts and promote an atmosphere for businesses to thrive; facilitates economic development activities that assist in fostering a strong local economy; enhances the quality of life for residents by promoting an environment where they can work, live and play;

protects natural resources by encouraging environmentally sustainable development;

provides the highest level of professional, ethical, and customer-oriented services to the public and provides essential services, facilities, and programs necessary for the positive development and well-being of the community through the usage of parks, greenways, trails, and other recreational facilities.

Desired areas of expertise include, but are not limited to historic design regulations, zoning and land use regulations; site plan development; comprehensive plan amendments;

brownfield designations; creation of neighborhood associations and community redevelopment agencies; landscape architecture, economic development incentives, assistance, and promotion; and maintaining working relationships with the Florida

Department of Transportation, Department of Environmental Protection, and state legislature.

Community Development services include management of land use development through the administration of Town Land Development Regulations and the implementation of the

Comprehensive Plan, as well as other plans, ordinances, policies and procedures of the

Town. The selected Vendor(s) shall also prepare plans or studies that serve to guide future development in the community, while maintaining a high level of integrity and customer service.

Please see Section 4 of this RFP for a description of the services and deliverables required under this RFP.

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

1.3 Term of Agreement.

The initial Term of this Contract will commence upon execution and will continue for a period of three (3) years from the date of the agreement. The Town in its sole discretion may renew this Contract for two (2) additional one (1) year periods.

1.4 Minimum Requirements for Contractors.

Please respond to all elements detailed in Section 1.2, Scope of services. Specify how your firm proposes to provide the services outlined in Section 4, Description of Services and

Deliverables.

1.5 Documents Available for Inspection

N/A

1.7 Federal Funds.

1.8 Pre-Bid Meeting (Mandatory).

1.9 Response Due Date.

The deadline for submitting responses to this RFP is Tuesday, December 1, 2026 at 2:00 p.m. ET. Please see Sections 2.3 and 2.4 for more details.

1.10 Response Delivery Location.

Responses must be delivered to the following location:

Town of Orange Park

Town Clerk

2042 Park Avenue

Orange Park, Florida 32073

1.11 Response Opening.

Responses received shall be publicly announced and recorded at 2:00 PM on the Response

Due Date in the Town Hall Council Chambers, 2042 Park Avenue, Orange Park, Florida

32073.

1.12 Contact Person.

If any questions arise during the bidding or response period of this RFP, contact Ginny

York, at gyork@townop.com.

Please refer to Section 2.9 for further information on who may and may not be contacted regarding this RFP.

1.13 Questions and Requests for Amendments. Any questions, requests for information or requests for amendments to this RFP must be submitted in accordance with Section 2.2 of this RFP.

1.14 Special Instructions: The following special instructions shall apply to this RFP and shall supersede any conflicting provisions in Section 2 (General Instructions): N/A

1.15 Schedule of Events.

The following schedule outlines the anticipated events and deadlines for this RFP. The Town reserves the right to make changes or alterations to the schedule as the Town determines is in the best interests of the public. Proposers will be notified sufficiently in advance of any changes or alterations in the schedule. Unless otherwise notified in writing by the Town, the dates indicated below for submission of items or for other actions on the part of a Proposer shall constitute absolute deadlines for those activities and failure to fully comply by the time stated shall cause a Proposer to be disqualified.

PROCUREMENT CALENDAR (SCHEDULE) OF EVENTS (Schedule is subject to change):

RFP Issued October 29, 2026

Questions due November 12, 2026, 4:00 PM

Final responses/addenda November 18, 2026

Sealed proposals due December 1, 2026, 2:00 PM

Public opening December 1, 2026, 2:00 PM

Evaluation December 2-16, 2026

Anticipated award January 5, 2027

Section 2

General Instructions

(RFP for Services)

Contents

2.1 Application of Town Purchasing Policy and Other Laws

2.2 Questions and Requests for Amendment to RFP

2.3 Format/Content of Responses

2.4. Submission of Responses

2.5 Evaluation of Responses

2.6 Award of Contract

2.7 Terms of Agreement

2.8 Public Meetings and Special Accommodations

2.9 Ex-Parte Communication.

2.10 Cost of Developing RFP Response

2.11 Response Ownership.

2.12 Public Records Law; Process For Protecting Trade Secrets and Other Information

2.13 Multiple Responses from Same Contractor; No Collusion.

2.14 Conflict of Interest.

2.15 Convicted Vendor List

2.16 Discriminatory Vendor List

2.17 Scrutinized Vendors

2.18 Contractor Representations

2.19 Protests

2.20 Definitions

2.1 Application of Town Purchasing Policy and Other Laws. The selection of and contracting with a Contractor under the RFP will be in accordance with the Town

Purchasing Policy, the Town Ordinance Code and applicable Florida Statutes. Other provisions of federal, state, county and local laws, and administrative procedures, policies or rules may apply to the RFP and any claims or disputes arising hereunder. Lack of knowledge of the law or administrative procedures, policies, or rules by any Contractor shall not constitute a cognizable defense against their effect.

2.2 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 to the Contact Person in writing (via US mail, courier, e-mail, or hand delivery) and, unless otherwise specified in the RFP, be received by the Contact Person no later than Thursday, November 12, 2026, at 4:00 PM.

Questions and requests for amendments directed to the Contact Person or to any other

Town 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 Town prior to the opening of Responses. Any other interpretation, clarification, change or information will have no legal effect.

Town reserves the right to amend, cancel or reissue the RFP at its discretion. 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 Town’s website (please contact the Contact Person if you are uncertain of the website address or if you experience problems accessing it). Contractor is responsible for monitoring this website for new or changing information.

2.3 Format/Content of Responses.

A. If a Response Format is specified in the RFP, Contractors should follow that format.

B. Responses should be prepared simply and economically, providing a straightforward, concise description of Contractor’s ability to provide services sought by the RFP. Unnecessary brochures, artwork, expensive paper, and presentation aids are discouraged. Bindings and covers will be at Contractor’s discretion.

C. When responding to specific questions, please reprint each question in its entirety before the response.

D. Responses shall be in ink or typewritten. All corrections must be initialed.

E. Response shall be limited to a page size of 8½" x 11". Font size less than 11-points is discouraged. The Response shall be indexed and all pages sequentially numbered.

F. Except as may be specifically requested in the Response Format, Contractor may not impose any additional terms or conditions to any aspect of the RFP. Town objects to and shall not be required to consider any additional terms or conditions submitted by Contractor, including any appearing in the Response. In submitting a Response, Contractor agrees that any additional terms or conditions shall have no force or effect. Any failure to comply with the terms and conditions of the RFP, including those specifying information that must be submitted with a Response, may result in rejection of the

Response. If Contractor desires a change or clarification to the terms or conditions of the RFP, Contractor must follow the process set forth in Section 2.2 (“Questions and Requests for Amendments”).

G. Unless otherwise requested by Town, Contractors should make only one proposal for each RFP item. Multiple offerings, alternates (unless any are specifically requested by

Town) and/or stipulations may be cause for rejection of a Response.

H. Price offerings shall be inclusive of ALL costs (including but not limited to administrative cost for submission of all required paperwork on Town’s behalf and any other costs) and will be the only compensation given to Contractor for the required services herein.

I. All prices submitted under the RFP shall be indelible. The use of correction fluid or erasures to correct line item bid prices and/or quantities are not acceptable. Corrections must be by lineout of the incorrect figures, writing in of correct figures, and initialing of the corrections by the originator. Correction fluid or erasure corrected bids will be considered non-responsive for the corrected item(s) only and may render the entire

Response as nonresponsive.

J. Failure to sign any form requiring a signature may be grounds for rejecting a

Response.

2.4 Submission of Responses.

A. The location and deadline for submitting Responses is set forth in Section 1 of the

RFP. Contractors are fully responsible for meeting these requirements. Reliance upon mail or public carrier is at Contractor’s risk. Late bids will not be considered.

B. Contractor shall submit:

1) One (1) original signed version of its Response clearly marked as

“ORIGINAL.” The Response must be signed by an officer or employee having authority to legally bind Contractor.

2) Five (5) hard copies of the entire Response.

3) One (1) electronic copy of the entire Response in PDF format, submitted on a USB flash drive. Large files may be scanned as several separate PDF files.

4) One (1) REDACTED scanned copy of the Response (if necessary pursuant to Section 2.12). This copy should be marked “Confidential – Trade Secret” or something comparable to alert the reader of Contractor’s claim of a public records exemption.

All copies are to be placed in a sealed package. The outside must be marked with (i) the

RFP title and number, and (ii) Contractor’s name, address, contact person, and telephone number.

It is the sole responsibility of each Contractor to ensure all copies are EXACT duplicates of the original Response. Hard copies and electronic copies submitted on a USB flash drive will be used for the purpose of evaluating the Responses. Any information contained in the original Response that is not included in the hard copies or electronic copy will NOT be considered. The original document will be used solely for official record keeping and auditing purposes.

2.5 Evaluation.

Before making an award, Town reserves the right to seek clarifications, revisions, and information it deems necessary for the proper evaluation of Responses. Failure to provide any requested clarifications, revisions or information may result in rejection of the

Response. Town reserves the right to accept or reject any and all bids or responses, or separable portions thereof, and to waive any minor irregularity, technicality, or omission if

Town determines that doing so will serve Town’s best interests. Town may reject any bid or response not submitted in the manner specified by the RFP.

2.6 Basis of Award. It is the Town’s intent to award the contract to the firm(s) which, based upon the criteria for evaluation, is the most responsive, responsible and the most qualified to accomplish the scope of services (work) and is in the best interest and of the best value to Town.

2.7 Terms of Agreement. The Contractor shall execute an agreement with the Town in the substantially the form attached hereto as Form 6.

2.8 Public Meetings and Special Accommodations. Any non-exempt meetings of the RFP evaluation committee shall be noticed on Town’s website and shall comply with Florida’s

Open Meetings Laws. Please contact the Contact Person if you are uncertain of Town’s website address or if you experience problems accessing it. Persons requiring a special accommodation because of a disability should contact the Contact Person identified in

Section 1 at least forty-eight (48) hours prior to the meeting.

2.9 Ex-Parte Communications. Communications regarding the RFP by a potential vendor, service provider, bidder, lobbyist or consultant to Town employees, staff, or hired consultants are prohibited. This prohibition includes communications with the Town’s

Attorney unless the Contact Person has authorized those communications in advance.

Violations may result in the rejection/disqualification of a Response.

These prohibitions on ex-parte communications do not apply to the following:

• communications regarding the RFP to the Town Manager or the Contact Person, provided the communication is limited strictly to matters of process or procedure already contained in the RFP.

• communications at any pre-bid conferences.

• any duly noticed site visits to determine competency of bidders during the period between bid opening and issuance of the Town’s written recommendation.

• communications that are necessary for, and solely related to, the ordinary course of business concerning Town’s existing contract(s) for the materials or services addressed in the RFP.

The period for these prohibitions commences upon the advertisement of the RFP and terminates after project award.

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

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

Town 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.

2.12 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 Town 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 Town for any and all claims arising from or relating to Contractor’s determination that the redacted portions of its Response are confidential, trade secret or otherwise not subject to disclosure. If Contractor fails to submit a Redacted Copy with its

Response in accordance with Section 2.4 above, Town is authorized to produce the entire

Response in answer to a public records request.

2.13 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.

2.14 Conflict of Interest. All Contractors must submit the Conflict of Interest Certificate attached to the RFP.

2.15 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.

2.16 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.

2.17 Scrutinized Vendors. Pursuant to Section 287.135(2), Florida Statutes, a company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with an agency or local government entity for goods or services of:

i. Any amount if, at the time of bidding on, submitting a proposal for, or entering into or renewing such contract, the Contractor is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a boycott of Israel; or

ii. One million dollars or more if, at the time of bidding on, submitting a proposal for, or entering into or renewing such contract, the Contractor:

(1) Is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized

Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to Section 215.473, Florida Statutes; or

(2) Is engaged in business operations in Cuba or Syria.

iii. Pursuant to Section 287.135(3)(a)4, Florida Statutes, the Buyer may terminate this Agreement at the Buyer’s option if the Agreement is for goods or services in an amount of one million dollars or more and the Contractor:

(1) Is found to have submitted a false certification under Section 287.135(5), Florida Statutes;

(2) Has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to Section 215.473, Florida Statutes; and

(3) Is engaged in business operations in Cuba or Syria.

iv. Pursuant to Section 287.135(3)(b), Florida Statutes, the Buyer may terminate this Agreement at the Buyer’s option if the Agreement is for goods and services of any amount and the Contractor:

(1) Is found to have been placed on the Scrutinized Companies that Boycott

Israel List; or

(2) Is engaged in a boycott of Israel.

2.18 Contractor Representations. In submitting a Response, Contractor understands, represents, and acknowledges the following (if Contractor cannot 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 Town 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:

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

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

o 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 o has within the preceding three-year period had one or more federal, state, or local government contracts terminated for cause or default.

• 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 Town 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 Town 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 Town in awarding the Contract.

2.19 Protests. Any protest concerning the RFP shall be made in accordance with the Town

Procurement Protest Procedures. Please contact the Town Clerk if you have questions regarding the Town Protest Procedures. Questions and requests made to the Contact Person shall not constitute formal Notice of Protest. The Town Procurement Protest Procedures are attached hereto as Attachment D.

2.20 Definitions. As applicable, the capitalized terms listed below shall have the following meanings in this RFP: N/A

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Section 3

General Terms and Conditions of Agreement

Contents

3.1 Provision of Services

3.2 Relationship of the Parties

3.3 Town’s Right to Make Changes

3.4 Service Warranties

3.5 Town Will Assist Contractor

3.6 Location Requirements for Services

3.7 Use of Subcontractors; Flow-Down Provisions

3.8 Meetings and Reports

3.9 Ownership of Works

3.10 Intellectual Property

3.11 Software Development Processes and Standards

3.12 Limitation of Warranty for Town-Furnished Software

3.13 Loss of Data

3.14 Purchase Orders

3.15 Best Pricing for Comparable Services to Other Government Entities

3.16 Invoicing and Payment

3.17 Taxes

3.18 Right of Setoff

3.19 Retention of Records / Audits

3.20 Indemnification

3.21 Insurance

3.22 Town’s Right to Suspend Work

3.23 Town’s Right to Terminate for Convenience

3.24 Town’s Remedies Upon Contractor Default.

3.25 Contractor Remedies Upon Town Default.

3.26 Transition Services

3.27 Force Majeure, Notice of Delay, and No Damages for Delay

3.28 No Waiver

3.29 Qualification of Contractor Employees, Subcontractors, and Agents

3.30 Security Procedures

3.31 Restrictions on the Use or Disclosure of Town’s Information

3.32 Protection of Contractor’s Trade Secrets and Other Confidential Information

3.33 Assignment

3.34 Notice and Approval of Changes in Ownership

3.35 Assignment of Antitrust Claims

3.36 Equal Employment Opportunity

3.37 Other Non-Discrimination Provisions

3.38 Prompt Payment to Subcontractors and Suppliers

3.39 Conflicts of Interest

3.40 Contingent Fees Prohibited

3.41 Truth in Negotiation Certificate

3.42 Compliance with Applicable Laws

3.43 Cooperative Purchasing

3.44 Warranty of Ability to Perform

3.45 Warranty of Authority to Sign Contract

3.46 Governing State Law/Severability/Venue/Waiver of Jury Trial

3.47 Construction

3.48 Bankruptcy

3.49 Press Release or Other Public Communications

3.50 Employment Eligibility

3.51 Prohibition Against Considering Social, Political, etc.

3.52 Public Records Disclosure

3.1. Provision of Services. Contractor shall provide Town 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.

3.2. 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 Town. 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.

3.3. Town’s Right to Make Changes. Town 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. Town 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.

3.4. 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: (i) promptly making necessary revisions or corrections to resolve any errors and omissions on the part of Contractor; and (ii) conferring with

Town for the purpose of interpreting any of the Services or information furnished. Acceptance of the Services by Town 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 TOWN.

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

3.6. Location Requirements for Services. N/A.

3.7. 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 Town, 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).

3.8. 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 Town 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 Town reasonably requests.

3.9. Ownership of Works.

(a) As used in Sections 3.9 and 3.10, 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 Town pursuant to the Contract.

(b) With the exception of Contractor’s pre-existing intellectual capital and third-party intellectual capital as described in Section 3.10 below, Town 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 Town in connection with the Contract, and derivative works relating to the foregoing. The use of these Works in any manner by Town 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 Town 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 Town, 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 Town 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 Town may reasonably request, to perfect or evidence

Town's ownership of the Work.

3.10. Intellectual Property.

(a) Contractor grants to Town 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 Town. Contractor’s intellectual property (including, without limitation, all trade secrets, patents, copyright and know-how) that is contained or embedded in, required for the use of, that was used in the production of or is required for the reproduction, modification, maintenance, servicing, improvement or continued operation of any applicable unit of Work.

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

Office).

(c) Should Town, or any third party obtaining such Work through Town, use the Work or any part thereof for any purpose other than that which is specified in the Contract, it shall be at

Town’s and such third party’s sole risk.

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

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

Town-furnished property in accordance with the procedures provided for in Section 3.3 above

("Town’s Right to Make Changes").

3.13. Loss of Data. If any Town data or record is lost or corrupted due to the negligence of

Contractor or any of its subcontractors or agents, Contractor shall be responsible for correcting and recreating all production, test, acceptance and training files or databases affected which are used in the provision of services, at no additional cost to the Town in the manner and on the schedule set by Town. This remedy shall be in addition to any other remedy Town may be entitled to by law or the Contract.

3.14. Purchase Orders. If the Contract requires a Service to be ordered by Town via purchase order, Contractor shall not deliver or furnish the Service until a Town transmits a purchase order.

All purchase orders shall bear the Contract or solicitation number, shall be placed by Town directly with Contractor, and shall be deemed to incorporate by reference the Contract. Any discrepancy between the Contract terms and the terms stated on the Contractor’s order form, confirmation, or acknowledgement shall be resolved in favor of terms most favorable to Town.

3.15. Best Pricing for Comparable Services to Other Government Entities. Compensation for the Services shall be as set forth in the Contract. During the Contract term, if Contractor offers better pricing to other government entities for substantially the same or a smaller quantity of

Services upon the same or similar terms of the Contract (“Better Pricing”), then the price under the Contract shall be immediately reduced to the better price. Buyer may require Contractor to certify on an annual basis that Better Pricing (as defined above) does not exist.

3.16. Invoicing and Payment.

(a) Unless otherwise specified in the RFP, payment to Contractor for Services shall be made on a monthly basis for the Services provided by Contractor for the preceding month.

Invoices shall contain the Contract number, purchase order number if applicable, and the appropriate vendor identification number. Town may require any other information from

Contractor that Town deems necessary to verify its obligation to pay under the Contract. Payments will be made to Contractor approximately forty-five (45) days after receipt and acceptance of a proper invoice. Town does not pay service charges, interest or late fees unless required by law.

(b) Town’s obligations to make payment are contingent upon availability of lawfully appropriated funds for the Services.

3.17. Taxes. Town is generally exempt from any taxes imposed by the State of Florida or the

Federal Government. Exemption certificates will be provided upon request. Contractor shall not include any state, local and federal taxes in any prices quoted to Town.

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

3.19. Retention of Records / Audits.

(a) Contractor must establish and maintain books, records, contracts, sub-contracts, papers, financial records, supporting documents, statistical records and all other documents pertaining to the Contract (collectively, the “Records”), in whatsoever form or format (including electronic storage media) is reasonable, safe and sufficient. (b) Contractor must retain all Records for a minimum period of three (3) years after the final payment is made under the Contract. If an audit has been initiated and audit findings have not been resolved at the end of the three (3) year period, the Records shall be retained until resolution of the audit findings or any litigation which may be based on the terms of the Contract, at no additional cost to Buyer. Records shall be retained for longer periods when the retention period exceeds the time frames required by law or ordinance.

(c) At all reasonable times for as long as the Records are maintained, Contractor must allow persons duly authorized by Buyer (including Buyer’s auditor and inspector general offices), and to have full access to and the right to examine, copy or audit any of the Records, regardless of the form in which kept. Contractor will not charge Buyer for any setup, supervision or space in connection with the examination and audit. Photocopying charges will not exceed the actual and reasonable cost of the copies to Contractor, and Buyer shall be permitted to bring his photocopying equipment if Buyer so desires. (d) Consultant must comply with and cooperate in any audits or reports requested by Buyer and must ensure that all related party transactions are disclosed to the auditor. (e) Consultant must permit Buyer to interview any of Consultant’s employees, subcontractors and subcontractor employees to assure Buyer of the satisfactory performance of the terms and conditions of the Contract. Unless the parties agree otherwise or Buyer is willing to pay for the employee’s reasonable travel expenses, the interviews will be conducted at the employee’s primary place of work. Contractor will not charge Buyer for any employee time unless the interview time for that employee exceeds eight (8) hours in a calendar year. (f) Following any audit or review, if performance of Consultant’s, in the opinion of Buyer, deficient, Buyer will deliver to Contractor a written report of the deficiencies and request for development by Contractor of a corrective action plan. Contractor hereby agrees to prepare and submit, to Buyer, said corrective plan within ten (10) days of receiving Buyer’s written report. Thereafter, Contractor must correct all deficiencies in the corrective action plan within a reasonable time after Buyer’s receipt of the corrective action plan. (g) All reports and other information provided by Contractor pursuant to this Section shall be submitted under penalties of perjury, under Section 837.06, Florida Statutes. (h) Contractor must include the aforementioned audit, inspection, investigation and record-keeping requirements in all subcontracts and Contract assignments. (i) Contractor agrees to reimburse Buyer for the reasonable costs of investigation incurred by Buyer for audits, inspections and investigations that uncover a material violation of the Contract. Such costs shall include the salaries of investigators, including overtime, travel and lodging expenses, and expert witness and documentary fees. Contractor shall not be responsible for any costs of investigations that do not uncover a material violation of the Contract.

3.20. Indemnification. See Attachment C

3.21 Insurance. See Attachment C

3.22. Town’s Right to Suspend Work. Town may in its sole discretion suspend any or all activities under the Contract by providing a written notice to Contractor at least five (5) days in advance that outlines the particulars of suspension. Within ninety (90) days of providing such notice, or within any longer period agreed to by Contractor, Town shall either (1) authorize the resumption of work, at which time activity shall resume, or (2) terminate the Contract in accordance with the applicable termination provisions. Suspension of work shall not entitle

Contractor to any additional compensation. The parties will reasonably amend any schedules relating to performance of the Services to reflect the suspension of work hereunder. Contractor shall not be entitled to receive compensation for any work it performs after being excused from providing it hereunder.

3.23. Town’s Right to Terminate for Convenience. Town reserves the right to terminate the

Contract at any time and for any reason by giving written notice to Contractor. If the Contract is terminated for convenience as provided herein, Town will be relieved of all further obligations other than payment for that amount of Services actually performed to the date of termination. Access to any and all work papers will be provided to the District after the termination of the Contract. The parties understand and agree that Contractor shall not have a reciprocal right to terminate the

Contract for convenience; it being understood that Town’s payment for Services forms the consideration for Contractor not having this right.

3.24. Town’s Remedies Upon Contractor Default. Any one or more of the following events, if not cured within ten (10) calendar days after Contractor’s receipt of written notice thereof, shall constitute an “Event of Default” on the part of Contractor: (1) Contractor fails to perform the

Services within the time specified in the Contract or any extension, (2) Contractor fails to maintain adequate progress, thus endangering performance of the Contract, (3) Contractor fails to honor any other material term of the Contract, or (4) Contractor fails to abide by any statutory, regulatory, or licensing requirement. Town may extend the 10-day cure period in its discretion.

In addition, the following shall constitute an immediate Event of Default with no right cure:

(i) Contractor is found to have made a false representation or certification in its Response, or (ii)

Contractor has been placed on the list maintained under Section 287.135, Florida Statutes, of companies with activities in Sudan or in Iran Petroleum Energy Sector.

Upon an “Event of Default” on the part of Contractor, Town will be entitled to terminate the Contract and pursue such other remedies available at law or equity, including the recovery of any reprocurement costs and delay damages. The rights and remedies available to Town under the Contract are distinct, separate and cumulative remedies, and no one of them, whether or not exercised by a party, shall be deemed to be in exclusion of any other.

If, after termination, it is determined that Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience.

3.25. Contractor Remedies Upon Town Default. Town shall be in default if Town fails to honor any material term of the Contract, and such failure is not cured within forty-five (45) calendar days after receipt of written notice thereof from Contractor. In the event of Town’s default, Contractor will be entitled to terminate the Contract and pursue such other remedies available at law or equity as it deems appropriate. Except as expressly provided elsewhere in the Contract, Contractor will not be entitled to recover any lost profits or consequential damages.