P R O C U R E M E N T D I V I S I O N

August 15, 2016 Ref: P-53-16 PH#1 Property Donation for Affordable Housing

Dear Consultant: The Neighborhoods Department/Housing and Community Development Division of the City of Jacksonville, Florida, will require the professional services of a consultant/firm to provide the referenced services. Attached is a copy of the Request for Proposal. In order to establish a list of qualified, interested and available people, this letter is being directed to you. If interested in providing the specific services, please provide the City with the following: A) ONE (1) MANUALLY SIGNED ORIGINAL, SIX (6) HARD COPIES, AND SIX (6) EXACT COPIES

on USB Drives (in pdf format excluding your financials) of your proposal, unless additional copies are otherwise requested in the Request for Proposals, specifically stating your interest and any other specific information or statements called for in the enclosed Request for Proposals.

B) Cover Page containing the Entity’s name, address, and the name and address of a person who may

be contacted for additional information concerning the project proposal. C) Evidence of the Minimum Qualifications contained in Section 1.4 of the RFP. D) An affidavit in a form provided by the City executed by the president, vice president, or chief

executive officer of the Entity stating that none of the conditions in Section 122.464(a) of the Jacksonville Ordinance Code exists at the time of submittal.

E) A listing of properties (maximum 20 or as indicated in the RFP and combined assessed value of no

more than $200,00) by address on the Affordable Housing Inventory List to be used in the Project. F) A description of the Project, including conceptual design, plans and specifications, which plans

and specifications shall meet the minimum construction and specification requirements approved by the Housing Division for affordable housing.

G) A project timeline and schedule for the initiation and completion of the Project. H) A description of the Entity’s general plans for financing the Project, including the sources of the

Entity’s funds and a proposed pro-forma Project budget. I) A description of the available programs, if any, to assist potential low income and moderate

homebuyers in purchasing the affordable housing from the Entity. J) Please note: SEVEN (7) copies of the firm’s financial statement (if required), may be submitted

sealed envelopes, each envelope clearly labeled “Pursuant to Section 119.071(1)(c), Florida Statutes, the document contained herein is exempt from the mandatory disclosure requirements of the Florida Public records Law. Accordingly it is not Subject to Public Inspection.” Include your firm's name and the number of the project as shown above. In certain cases (roads and public works projects) may not be subject to the Public Records Law.

Please note:

FINANCE AND ADMINISTRATION DEPARTMENT 214 North Hogan Street, Suite 800 | Jacksonville, FL 32202 Phone: 904.255.8800 | Fax: 904.255.8837 | www.coj.net

1) Section 126.110 of the Purchasing Code requires that a public official who has a financial interest in

a bid or contract make a disclosure at the time that the bid or contract is submitted or at the time that the public official acquires a financial interest in the bid or contract, including but not limited to the public official's name, public office or position held, bid or proposal number, and the position or relationship of the public official with the bidder or proposer.

2) A person or affiliate who has been placed on the State of Florida convicted vendor list following a

conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with public entity for the construction or repair of a public building or public work, may not submit bids 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 for a period of 36 months from the date of being placed on the convicted vendor list.

3) Collusion: The Proposer, by affixing his signature to this proposal agrees to the following:

“Proposer certifies that this proposal is made without any previous understanding, agreement or connection with any person, firm, or corporation making a bid for the same service; and is in all respects fair, without outside control, collusion, fraud or otherwise illegal action.”

Any questions regarding this RFP should be submitted via e-mail ONLY to Alex Baker at abaker@coj.net no later than 1:00 p.m., Friday, August 19, 2016. The answers to the questions received will be distributed in the form of an addendum shortly thereafter. The addendum will be located on the same website as the RFP at the following address: http://www2.coj.net/rfp/rfp/rfpdefault.asp If any addenda are issued to this RFP, a good faith attempt will be made to deliver a copy to each of those Proposers who, according to the records of the Division of Procurement, has requested a copy of this RFP, and it will be posted on the Procurement website. However, prior to submitting a proposal, it shall be the responsibility of the Proposer to contact the City’s Division of Procurement at abaker@coj.net to determine if addenda were issued and, if so, to obtain such addenda for attachment to their proposal. Your proposal must clearly bear the RFP number (P-53-16 PH#1) and must be received no later than 2:00 P.M. ET Wednesday, September 7, 2016, and directed to:

City of Jacksonville Procurement Division Attn: Professional Services Specialist 214 N. Hogan Street, Suite 105 Jacksonville, FL 32202

Your package/proposal must be date and time stamped upon receipt. If it "appears" in our offices after the deadline and there is no date/time stamp, it will be rejected. Yours very truly,

Gregory Pease Chief, Procurement Division Chairman, Professional Services Evaluation Committee GP: cc: Subcommittee Members Council Auditor

FINANCE AND ADMINISTRATION DEPARTMENT 214 North Hogan Street, Suite 800 | Jacksonville, FL 32202 Phone: 904.255.8800 | Fax: 904.255.8837 | www.coj.net

Request for Proposals

Property Donation for Affordable Housing

PH #1{P-53-16}

CITY OF JACKSONVILLE Procurement Division

Ed Ball Building 214 North Hogan Street, Suite 800 (8th Floor)

Jacksonville, Florida 32202 Phone: (904) 255-8800

Fax: (904) 255-8837

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REQUEST FOR PROPOSAL

Property Donation for Affordable Housing P-53-16 PH#1

For City of Jacksonville, Florida

SECTION 1 (Specific Information Regarding this RFP)

1.1 Introduction

The City of Jacksonville (“City”) intends to review, rate, and rank a qualified entity (“Entity”) to receive the donation of parcels for affordable housing in accordance with Ordinance 122 Part 4 Subpart F and as described in Section 1.2 of this Request for Proposal (“RFP”). Please note that for this RFP and in accordance with the ordinance, ‘Entity’ shall mean any individual, corporation,, general partnership, limited liability company, limited partnership, joint venture, business trust, public benefit corporation, nonprofit entity, CHDO public or governmental agency or consortium of any of the aforementioned entities meeting the minimum qualifications set forth in Section 122.464 (b) and as described below in Section 1.4. Persons interested in submitting a response to this RFP (a “Proposal”) should carefully review this RFP for instructions on how to respond and for the applicable contractual terms. 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 (if referenced in Section 1.2 below) Attachment A Response Format Attachment B Evaluation Matrix Attachment C Equal Business Opportunity Program Encouragement Form C1 Schedule of Subcontractor/Sub-consultant Participation Form C2 Letter of Intent to Perform as a subcontractor or sub-consultant Attachment D Donation Agreement Form 1 - Conflict of Interest Certificate

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. A Listing of a minimum of three (3) properties and no greater than twenty (20) properties and combined assessed value of no more than $200,000 by address and/or real estate number. Note: Please see Section 4 for a full description of the services and deliverables required under this RFP.

1.3 Term of Agreement.

The term of agreement will commence upon execution of the Contract and will continue for not more than a fifteen month period.

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1.4 Minimum Requirements for Entities. [Section 122.464(b)] Entities must satisfy the following mandatory minimum requirements in order to have their Responses evaluated. By submitting a Response, Entity warrants and represents that it satisfies these requirements. Failure to meet these requirements will result in the Response not being evaluated and being rejected as non-responsive: 1. Be a registered Florida for profit or not for profit corporation in existence for two (2) years and in good

standing with the State of Florida as evidenced by a current Good Standing Certificate issued from the Florida Division of Corporations, as Applicable.

2. Have completed at least two (2) affordable housing or real estate development construction and/or rehabilitation projects as evidenced by a certificate of occupancy or certificate of completion as issued by the City of Jacksonville Building Inspection Division for such project.

1.5 Equal Business Opportunity Program

It is an official policy of the City of Jacksonville to encourage the maximum participation of Jacksonville Small and Emerging Businesses (JSEBs) in its contract awards based upon availability. To participate as a JSEB on City projects, a company must be certified as a JSEB with the City’s Equal Business Opportunity Office. This RFP and the resulting Contract are subject to requirements of the “Encouragement Plan,” which is fully described on Attachment C to this RFP. Entities may contact City’s Equal Business Opportunity Office at 904-255-8840 or find the JSEB directory on City’s website at www.jseb.coj.net

1.6 Documents Available for Inspection During preparation of a response to this RFP, the following links may be of assistance: Entities

1. Housing and Neighborhoods/Housing and Community Development: http://www.coj.net/departments/neighborhoods/housing-and-community-development

2. for more information, please read and review the enacted legislation (using the link below) related to property donations for affordable housing:

http://cityclts.coj.net/coj/COJbillDetail.asp?F=2015-0519\Current Text or click on 2015-519-E(2).doc.

1.7 Federal or State Funds. “Intentionally Deleted” 1.8 Pre-Proposal Meeting. TBD 1.9 Response Due Date.

The deadline for submitting responses to this RFP is Wednesday, September 7, 2016, 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: City of Jacksonville Procurement Division Attn: Professional Services Specialist 214 N. Hogan Street, Room 105 Jacksonville, Florida 32202

1.11 Response Opening.

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All Responses received shall be publicly announced and recorded at 2:00 PM on the Response Due Date at the Response Delivery Location (see Sections 1.9 and 1.10 above).

1.12 Contact Person.

City’s Contact Person for this RFP is: Alex Baker Professional Services Specialist abaker@coj.net

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 via email ONLY to Alex Baker at abaker@coj.net no later than 1:00 p.m. Friday, August 19, 2016 in accordance with Section 2.2 of this RFP.

1.14 Special Instructions: None

1.15 Special Contract Terms: “Intentionally Deleted”

(End of Section I)

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Section 2 General Instructions

(RFP for Design Professional Services)

Contents 2.1 Application of Chapter 122 and Other Laws 2.2 Questions and Requests for Amendment to RFP 2.3 See Attachment A - Response Format (122.466 a) 2.4. Submission of Responses 2.5 Evaluation of Responses (122.464) 2.6 Award of Contract 2.7 Terms of Agreement 2.8 Public Meetings and Special Accommodations - 2.9 Ex-Parte Commuication 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 Entity; No Collusion 2.14 Conflict of Interest. 2.15 Convicted Vendor List 2.16 Discriminatory Vendor List 2.17 Consultant Representations 2.18 Protests 2.1 Application of Chapter 122 and Other Laws. The selection of and contracting with a Entity under the RFP will be

in accordance with Part 4 of Chapter 122, of the Jacksonville Ordinance Code. Other provisions of federal, state, county and local laws, and administrative procedures, policies or rules may apply to the RFP and any claims or disputes arising hereunder. Lack of knowledge of the law or administrative procedures, policies, or rules by any Entity shall not constitute a cognizable defense against their effect.

2.2 Questions and Requests for Amendment to RFP. If an Entity (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, Entity should request an amendment to the RFP. The request should reference the RFP section at issue and include any specific language that Entity recommends using.

All requests for amendment must be submitted to the Contact Person in writing (via email) and, unless otherwise specified in the RFP, be received by the Contact Person at least before the Response Due Date. Questions and requests for amendments directed to the Contact Person or to any other City personnel shall not constitute a formal protest of the RFP. Failure to request an interpretation or change will be considered evidence that Entity understands and agrees to the provisions of the RFP. The posting of a written amendment is the only official method by which interpretations, clarifications, changes or additional information will be given by City prior to the opening of Responses. Any other interpretation, clarification, change or information will have no legal effect. City reserves the right to amend, cancel or reissue the RFP at its discretion. This includes the right to change the Response Due Date and the Contract award date. Notice of all amendments and cancellations will be posted on City’s website (please contact the Contact Person if you are uncertain of the website address or if you experience problems accessing it). Entity is responsible for monitoring this website for new or changing information.

2.3 Format/Content of Responses. (122.466a) A. If a Response Format is specified in the RFP, Entities should follow that format.

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B. Responses should be prepared simply and economically, providing a straightforward, concise description of Entity’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 Entity’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. 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. Entity are fully responsible for meeting these requirements. Reliance upon mail or public carrier is at Entity’s risk. Late bids will not be considered.

B. Entity 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 Entity. 2) Six (6) hard copies of the entire Response. 3) Six (6) scanned copies (in .pdf format) of entire Response, each on a separate USB Drives. Large files may be scanned as several separate PDF files.

All copies are to be placed in a sealed package. The outside must be marked with (i) the RFP title and number, and (ii) Entity’s name, address, contact person, and telephone number. It is the sole responsibility of each Entity to assure all copies are EXACT duplicates of the original Response. Photocopies or USB copies will be used for the purpose of evaluating the Responses. Any information contained in the original Response which has not been transferred to the Flash Drives or photocopies will NOT be considered. The original document will be used solely for official record keeping and auditing purposes.

2.5 Evaluation of Responses. Chapter 122, Part 4, Subpart (e)

A. City will determine the qualifications, interest and availability of Entity by reviewing all Responses and, when deemed necessary in the sole discretion of City, by conducting formal interviews of selected Entity that are determined to be the best qualified based upon evaluation of the Responses.

B. The determination of which Entity are “best qualified” will be based upon the criteria set forth in the RFP.

C. Before making an award, City 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.

D. City reserves the right to accept or reject any and all Responses, or separable portions thereof, and to

waive any minor irregularity, technicality, or omission if City determines that doing so will serve City’s best interests. City may reject any Response not submitted in the manner specified by the RFP.

2.6 Award of Contract. Sec. 122.464(d). - Donation Procedures. Except for Donations to CHDOs or Habitat during

the CHDO Donation Period, property shall be donated pursuant to this Section 122.464 by the Request for

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Proposal procedures outlined in Sections 122.465 or the Project Proposal procedures outlined in Section 122.466. The Procurement Chief may promulgate rules and procedures, including protest procedures, and amendments thereto, subject to the approval of the Mayor and consistent with the provisions in Sections 122.465 and 122.466. The purpose of such rules and procedures shall be to provide needed clarity only to the provisions in Sections 122.465 and 122.466 and shall not add or detract from such provisions. An Entity may submit a Project Proposal to the City for Properties that are not otherwise contained in an active RFP in accordance with subsection (a) below.

a) Contents. A Project Proposal shall be submitted to the Procurement Chief and must include the following items:

i. A Cover Page containing the Entity’s name, address, and the name and address of a person who may be contacted for additional information concerning the Project Proposal;

ii. Evidence of the Minimum Qualifications contained in Section 122.464(b)

(Ord. 2015-519-E, § 3)

2.7 Terms of Agreement. Donation Agreement Terms. All donations to Entities shall be made pursuant to a

Donation Agreement, which agreement shall contain the following terms: (i)

An inspection period to enable the Entity to inspect the property prior to the donation; (ii)

A requirement that the Entity obtain a title examination and title insurance for the property at the Entity's sole expense;

(iii) The City's obligation to convey a deed in the form prescribed in F.S. § 125.411, subject to the Donation Agreement terms;

(iv) A requirement that the Entity execute and provide to the City for recording in the public records of Duval County, a ten-year land use restriction on the property requiring that the property be owner-occupied as a primary residence and used for affordable housing purposes. Such land use restriction shall also contain a covenant prohibiting the Entity's transfer or conveyance of the property prior to the Entity's completion of the Project;

(v) A requirement that the Entity commence construction of affordable housing on the property within six months of the donation, unless such time is extended by the Chief for three additional months (the "Commencement Date");

(vi) A requirement that the Entity complete construction of the affordable housing in accordance with the Project plans and specifications submitted in the Entity's Project Proposal or response to Request for Proposal, as applicable, within six months of the Commencement Date;

(vii) A requirement that the Entity maintain the property, including but not limited to, lawn maintenance, until such time that the property is conveyed to a low or moderate income individual for residential purposes;

(viii) The City's right, at its option, to either: (1)

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Re-enter and take possession of the property if the Entity fails to comply with the terms of the donation agreement; or

(2) Invoice the Entity for the then current assessed value of the property as shown on the tax rolls (the "Purchase Price").

Upon an election by the City to re-enter and take possession of the property, the Entity shall be required to convey the property to the City at no cost. Upon an election by the City to invoice the Entity for the Purchase Price, the Entity shall have thirty days from receipt of the invoice to pay the same. Interest shall accrue on the unpaid Purchase Price after said period at the maximum rate allowed by law. The unpaid Purchase Price, together with interest, costs and attorneys' fees required to collect the same shall be a lien against the property;

(ix) The City's right to terminate the donation agreement if the Entity fails to comply with the terms of the donation agreement and exercise all remedies available at law, including but not limited to, specific performance;

(x) A requirement that the Entity ensure on existing and new construction that the house connects to the City water and sewer system;

(xi) A provision prohibiting the Entity's transfer or conveyance of the property until such time that the Project has been completed; and

(xii) Any other terms approved by the Office of General Counsel to be in the best interest of the City.

(Ord. 2015-519-E, § 3)

2.8 Public Meetings and Special Accommodations N/A

2.9 Ex-Parte Communications. Communications regarding the RFP by a potential vendor, service provider, bidder,

lobbyist or consultant to city employees, staff, or hired consultants are prohibited. This prohibition includes communications with the City’s Office of General Counsel 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 Chief of the Procurement Division or the Contact Person, provided the communication is limited strictly to matters of process or procedure already contained in the RFP.

• communications with the city employee responsible for administering the Jacksonville Small Emerging Business Program, provided the communication is limited strictly to matters of programmatic process or procedures.

• communications with the Office of Inspector General and his/her staff regarding any perceived inefficiency, misconduct or abuse by city employees.

• communications at any pre-bid conferences.

• presentations before publicly noticed committee meetings.

• contract negotiations during any duly noticed public meeting.

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

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• communications that are necessary for, and solely related to, the ordinary course of business concerning City’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 the Chief of the Procurement Division issues a written recommendation to the corresponding awarding committee. If the awarding committee refers the Chief’s recommendation back for further review, the prohibitions shall be reinstated until such time as the Chief issues a subsequent recommendation.

2.10 Cost of Developing RFP Response. All costs related to the preparation of Responses and any related activities

are the sole responsibility of Entity. City assumes no liability for any costs incurred by Entities throughout the entire selection process.

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

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 Entity considers any portion of its Response to be exempt from disclosure under Florida law, Entity must provide City 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. Entity 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, Entity shall protect, defend, and indemnify City for any and all claims arising from or relating to Entity’s determination that the redacted portions of its Response are confidential, trade secret or otherwise not subject to disclosure. If Entity fails to submit a Redacted Copy with its Response in accordance with Section 2.4 above, City is authorized to produce the entire Response in answer to a public records request.

2.13 Multiple Responses from Same Entity; 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 Grantee is involved in more than one Response for the same work will be cause for rejection of all Responses in which such Entity is believed to be involved. Any or all Responses will be rejected if there is reason to believe that collusion exists between Entities. Responses in which the prices obviously are unbalanced will be grounds for rejection.

2.14 Conflict of Interest. Section 126.110 of the Jacksonville Ordinance Code requires that a public official who has a financial interest in a bid or contract make a disclosure at the time that the bid or contract is submitted or at the time that the public official acquires a financial interest in the bid or contract, including but not limited to the public official’s name, public office or position held, bid or proposal number, and the position or relationship of the public official with the bidder or Entity. The parties will follow the provisions of Section 126.110, Jacksonville Ordinance Code, with respect to required disclosures by public officials who have or acquire a financial interest in a bid or contract with City, to the extent the parties are aware of the same. All Entities 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 Consultant, supplier, Sub-Consultant, or consultant under a contract with any public entity; and

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• 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 Consultant, supplier, sub-Consultant, or consultant under a contract with any public entity; or

• transact business with any public entity.

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

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

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

• To the best of the knowledge of the person signing the Response, neither the Entity, 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.

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

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

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

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

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2.18 Protests. Any protest concerning the RFP shall be made in accordance with the Procurement Protest Procedures established pursuant to Section 126.106(e) of the Jacksonville Ordinance Code. A full copy of the procedures is available on City’s website and can also be obtained by contacting City’s Contact Person. Please contact the Contact Person if you are uncertain of City’s website address or if you experience problems accessing it. Questions and requests made to the Contact Person shall not constitute formal Notice of Protest.

The Procurement Protest Procedures include the following provisions:

• a Protestant shall have 10 business days after the posting of a solicitation or 48 hours after the posted date and time of a pre-bid or pre-proposal conference, whichever is earlier, or 48 hours after the posting of an amendment, in which to file a written Notice of Protest in order to timely challenge the requirements, terms and/or conditions contained in bid or proposal documents, including without limitation any provisions governing or establishing: (i) the basis for making the award in question; (ii) evaluation criteria; (iii) equipment, product, or material specifications; (iv) proposed project schedules; (v) statements regarding participation goals or other equal opportunity measures; or (vi) other general solicitation or project requirements.

• a Protestant shall have 48 hours after either the posting or written notification of a decision or intended decision, whichever is earlier, in which to file a written Notice of Protest in order to timely challenge or seek relief from a . . . recommended conclusion to any bid or proposal solicitation process, including without limitation: (i) a recommendation to reject a bid or proposal; (ii) a contract award; or (iii) the short-listing of bidders or proposers.

• A written Notice of Protest shall: (i) be addressed to the Chief [of Jacksonville’s Procurement Division]; (ii) identify the solicitation, decision, or recommended award in question by number and title or any other language sufficient to enable the Chief to identify the same; (iii) state the timeliness of the protest; (iv) state Protestant’s legal standing to protest; and (v) clearly state with particularity the issue(s), material fact(s) and legal authority upon which the protest is based.

• At the time of filing a timely Notice of Protest, a Protestant may request an extension of three (3) business days after the date its Notice of Protest is timely received, in which to provide supplemental protest documentation. Failure to do so or to timely submit the supplemental protest documentation shall constitute a waiver of any right to same.

• The timely filing of a Notice of Protest shall be accomplished when said notice is actually received by the Procurement Division within the applicable time limitation or period contained herein. Filing a notice may be accomplished by manual transfer via hand-delivery or mail to the Chief of Procurement Division at 214 North Hogan Street, Suite 800, Jacksonville, Florida 32202, or by electronic transfer via facsimile to (904) 255-8837. The responsibility and burden of proof that its Notice of Protest has been timely and properly received shall rest with the Protestant, regardless as to the method of delivery employed.

(End of Section 2)

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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 City’s Right to Make Changes 3.4 Service Warranties 3.5 City Will Assist Entity 3.6 Location Requirements for Services 3.7 Use of Sub-Contractor 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 City-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 City’s Right to Suspend Work 3.23 City’s Right to Terminate for Convenience 3.24 City’s Remedies Upon Entity Default. 3.25 Entity Remedies Upon City 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 Entity Employees, Sub-Consultants, and Agents 3.30 Security Procedures 3.31 Restrictions on the Use or Disclosure of City’s Information 3.32 Protection of Entity’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 Sub-Consultants 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

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3.1. Provision of Services. “Intentionally Deleted” 3.2. Relationship of the Parties. “Intentionally Deleted” 3.3. City’s Right to Make Changes. City may unilaterally require, by written order, changes altering, adding to, or deducting from the Services (“Changes”), provided that such Changes are within the general scope of the Contract. City will make an equitable adjustment in the Contract price or delivery date if the Change materially affects the cost or time of performance. Such equitable adjustments require the written consent of Entity, 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 Entity personnel, the expertise and resources to provide such Change, and the time period in which such Change will be implemented. 3.4. Service Warranties. “Intentionally Deleted” 3.5. City Will Assist Entity. “Intentionally Deleted” 3.6. Location Requirements for Services. “Intentionally Deleted”

3.7. Use of Sub-Contractors; Flow-Down Provisions. “Intentionally Deleted”

3.8. Meetings and Reports. “Intentionally Deleted” 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 City pursuant to the Contract.

(b) With the exception of Entity’s pre-existing intellectual capital and third-party intellectual capital as described in Section 3.10 below, City shall own all right, title and interest, including ownership of copyright (limited to the extent permitted by the terms of any governing licenses), in and to each Work including, but not limited to, software, source code, reports, deliverable, or work product developed by Entity specifically for City in connection with the Contract, and derivative works relating to the foregoing. The use of these Works in any manner by City shall not support any claim by Entity for additional compensation.

(c) Each Work, and any portion thereof, shall be a "work made for hire" for City pursuant to federal copyright laws. Any software, report, deliverable, or work product as used in connection with the Work, but previously developed by Entity specifically for other customers of Entity or for the purpose of providing substantially similar services to other Entity 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, Entity hereby irrevocably assigns, transfers, and conveys to City, or its designee, without further consideration all of its right, title and interest in such Work, including all rights of patent, copyright, trade secret, trademark or other proprietary rights in such materials. Except as provided in the foregoing sentences, Entity acknowledges that City shall have the right to obtain and hold in its own name any intellectual property right in and to the Work. Entity agrees to execute any documents or take any other actions as may reasonably be necessary, or as City may reasonably request, to perfect or evidence City’s ownership of the Work.

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3.10. Intellectual Property.

(a) Entity grants to City an irrevocable, perpetual, royalty free and fully paid-up right to use (and such right includes, without limitation, a right to copy, modify and create derivative works from the subject matter of the grant and the right to sublicense all, or any portion of, the foregoing rights to an affiliate or a third party who provides service to City) Entity’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, Entity shall secure for City an irrevocable, perpetual, royalty free and fully paid-up right to use all third party intellectual property. Entity shall secure such right at its expense and prior to incorporating any third party intellectual property (including, without limitation, all trade secrets, patents, copyright and know-how) into any Work, including, without limitation, all drawings or data provided under the Contract, and such right must include, without limitation, a right to copy, modify and create derivative works from the subject matter of the grant of the right and a right to sublicense all or any portion of the foregoing rights to an affiliate or a third party service provider. This subparagraph does not apply to standard office software (e.g., Microsoft Office). (c) Should City, or any third party obtaining such Work through City, use the Work or any part thereof for any purpose other than that which is specified in the Contract, it shall be at City’s and such third party’s sole risk. 3.11. Software Development Processes and Standards. To the extent any software is developed, modified, or otherwise procured under the Contract, Entity will use commercially-accepted software development and documentation processes and standards. 3.12. Limitation of Warranty for City-Furnished Software. In lieu of any other warranty expressed or implied herein, City warrants that any programming aids and software packages supplied for Entity use as City-furnished property shall be suitable for their intended use on the system(s) for which designed. In the case of programming aids and software packages acquired by City from a commercial source, such warranty is limited to that set forth in the contractual document covering the product(s). Should City furnish Entity 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, Entity shall notify City and supply documentation regarding any defects and their effect on progress on the Contract. City will consider equitably adjusting the delivery performance dates or compensation, or both, and any other contractual provision affected by the City-furnished property in accordance with the procedures provided for in Section 3.3 above ("City’s Right to Make Changes"). 3.13. Loss of Data. If any City data or record is lost or corrupted due to the negligence of Entity or any of its Sub-Consultants or agents, Entity 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 Customer in the manner and on the schedule set by City. This remedy shall be in addition to any other remedy City may be entitled to by law or the Contract. 3.14. Purchase Orders “Intentionally Deleted” 3.15. Best Pricing for Comparable Services to Other Government Entities “Intentionally Deleted” 3.16. Invoicing and Payment. “Intentionally Deleted” 3.17. Taxes. “Intentionally Deleted” 3.18. Right of Setoff. “Intentionally Deleted” 3.19. Retention of Records / Audits.

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(a) Entity 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) Entity must retain all Records for a minimum period of three (3) years after the final payment is made under the Contract. If an audit has been initiated and audit findings have not been resolved at the end of the three (3) year period, the Records shall be retained until resolution of the audit findings or any litigation which may be based on the terms of the Contract, at no additional cost to City. Records shall be retained for longer periods when the retention period exceeds the time frames required by law or ordinance. (c) At all reasonable times for as long as the Records are maintained, Entity must allow persons duly authorized by City (including City’s auditor and inspector general offices), and to have full access to and the right to examine, copy or audit any of the Records, regardless of the form in which kept. Entity will not charge City for any setup, supervision or space in connection with the examination and audit. Photocopying charges will not exceed the actual and reasonable cost of the copies to Entity, and City shall be permitted to bring its photocopying equipment if City so desires. (d) Entity must comply with and cooperate in any audits or reports requested by City, and must ensure that all related party transactions are disclosed to the auditor. (e) Entity must permit City to interview any of Entity’s employees, Sub-Consultants and Sub-Consultant employees to assure City of the satisfactory performance of the terms and conditions of the Contract. Unless the parties agree otherwise or City is willing to pay for the employee’s reasonable travel expenses, the interviews will be conducted at the employee’s primary place of work. Entity will not charge City for any employee time unless the interview time for that employee exceeds eight (8) hours in a calendar year. (f) Following any audit or review, if performance of Entity’s, in the opinion of City, deficient, City will deliver to Entity a written report of the deficiencies and request for development by Entity of a corrective action plan. Entity hereby agrees to prepare and submit, to City, said corrective plan within ten (10) days of receiving City’s written report. Thereafter, Entity must correct all deficiencies in the corrective action plan within a reasonable time after City’s receipt of the corrective action plan. (g) All reports and other information provided by Entity pursuant to this Section shall be submitted under penalties of perjury, under Section 837.06, Florida Statutes. (h) Entity must include the aforementioned audit, inspection, investigation and record-keeping requirements in all subcontracts and Contract assignments.

(i) Entity agrees to reimburse City for the reasonable costs of investigation incurred by City for audits, inspections and investigations that uncover a material violation of the Contract. Such costs shall include the salaries of investigators, including overtime, travel and lodging expenses, and expert witness and documentary fees. Entity shall not be responsible for any costs of investigations that do not uncover a material violation of the Contract. 3.20. Indemnification. “Intentionally Deleted” 3.21. Insurance. “Intentionally Deleted” 3.22. City’s Right to Suspend Work. “Intentionally Deleted” 3.23. City’s Right to Terminate for Convenience. “Intentionally Deleted” 3.24. City’s Remedies Upon Entity Default. Any one or more of the following events, if not cured within ten (10) calendar days after Entity’s receipt of written notice thereof, shall constitute an “Event of Default” on the part of Entity: (1) Entity fails to perform the Services within the time specified in the Contract or any extension, (2) Entity fails to maintain adequate progress, thus endangering performance of the Contract, (3) Entity fails to honor any other material

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term of the Contract, or (4) Entity fails to abide by any statutory, regulatory, or licensing requirement. City may extend the 10-day cure period in its discretion.

In addition, the following shall constitute an immediate Event of Default with no right cure: (i) Entity is found to

have made a false representation or certification in its Response, or (ii) Entity 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 Entity, City will be entitled to terminate the Contract and pursue such other remedies available at law or equity, including the recovery of any re-procurement costs and delay damages. The rights and remedies available to City under the Contract are distinct, separate and cumulative remedies, and no one of them, whether or not exercised by a party, shall be deemed to be in exclusion of any other.

If, after termination, it is determined that Entity 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. Entity Remedies Upon City Default. City shall be in default if City fails to honor any material term of the Contract, and such failure is not cured within forty-five (45) calendar days after receipt of written notice thereof from Entity. In the event of City’s default, Entity 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, Entity will not be entitled to recover any lost profits or consequential damages. The rights and remedies available to Entity under the Contract are distinct, separate and cumulative remedies, and no one of them shall be deemed to be in exclusion of any other. 3.26. Transition Services. “Intentionally Deleted” 3.27. Force Majeure, Notice of Delay, and No Damages for Delay. “Intentionally Deleted” 3.28. No Waiver. “Intentionally Deleted” 3.29. Qualification of Entity Employees, Sub-Consultants, and Agents. All Entity employees, Sub-Consultants and agents performing work under the Contract shall be properly trained and qualified. Upon request, Entity shall furnish a copy of technical certification or other proof of qualification. All employees, Sub-Consultants and agents performing work under the Contract must comply with all reasonable administrative requirements of City and with all controlling laws and regulations relevant to the services they are providing under the Contract. City may conduct, and Entity shall cooperate in, a security background check or other assessment of any employee, Sub-Consultant or agent furnished by Entity. City may refuse access to, or require replacement of, any personnel for reasonable cause. Entity shall take all actions necessary to ensure that Entity's employees, Sub-Consultants and agents are not considered employees of City. Such actions include, but are not limited to, ensuring that Entity's employees, Sub-Consultants and agents receive payment and any legally mandated insurance (e.g., workers' compensation and unemployment compensation) from an employer other than City.

As a condition to providing services to City, Entity (and any Sub-Consultant) will enroll and participate in the federal E-Verify Program within thirty days of the effective date of the Contract. Proof of enrollment and participation will be made available to City upon request. 3.30. Security Procedures. Entity and its employees, Sub-Consultants and agents shall comply fully with all generally applicable security procedures of the United States, the State of Florida and City in performance of the Contract. City agrees that any security procedures imposed by City specifically for the Contract will be reasonable and will not impose any unreasonable costs or hardships. 3.31. Restrictions on the Use or Disclosure of City’s Information. Entity shall not use, copy or disclose to third parties, except in connection with performing the Services, any information obtained by Entity or its agents, Sub-Consultants or employees in the course of performing the Services, including, but not limited to, security procedures, business operations information, or commercial proprietary information in the possession of City. At City’s request, all information furnished by City will be returned to City upon completion of the Services. Entity shall not be required to

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keep confidential any information that has already been made publicly available through no fault of Entity or that Entity developed independently without relying on City’s information. To ensure confidentiality, Entity shall take appropriate steps as to its employees, agents, and Sub-Consultants, including the insertion of these restrictions in any subcontract agreement. The warranties of this paragraph shall survive the Contract. 3.32. Protection of Entity’s Trade Secrets and Other Confidential Information. All documents received by City in connection with this Agreement are subject to Chapter 119, Florida Statutes (the “Florida Public Records Law"). Any specific information that Entity claims to be a trade secret or otherwise exempt from the Florida Public Records Law must be clearly identified as such by Entity on all copies furnished to City. City agrees to notify Entity of any third-party request to view such information, but it is Entity’s obligation to obtain a court order enjoining disclosure. If Entity fails to obtain a court order enjoining disclosure within five (5) business days of Entity’s receiving notice of the request, City may release the requested information. Such release shall be deemed for purposes of the Contract to be made with Entity's consent and will not be deemed to be a violation of law, including but not limited to laws concerning trade secrets, copy right or other intellectual property. 3.33. Assignment. Each party binds itself and its respective successors and assigns in all respects to all of the terms, conditions, covenants and provisions of the Contract. Entity shall not sell, assign or transfer any of its rights (including rights to payment), duties or obligations under the Contract without the prior written consent of City. In the event of any assignment, Entity shall remain liable for performance of the Contract unless City expressly waives such liability. City may assign the Contract with prior written notice to Entity of its intent to do so. Nothing herein shall be construed as creating any personal liability on the part of any officer, employee or agent of City. 3.34. Notice and Approval of Changes in Ownership. N/A Because the award of the Contract may have been predicated upon Entity’s ownership structure, Entity agrees that any transfer of a substantial interest in Entity by any of its owners shall require City’s prior written approval, which approval shall not be unreasonably withheld or unreasonably delayed. By execution of the Contract, Entity represents that it has no knowledge of any intent to transfer a substantial interest in Entity. A substantial interest shall mean at least 25% of the voting shares in Entity. This section shall not apply to (i) transfers occurring upon the incapacitation or death of an owner; (ii) transfers associated with an initial public offering on the NYSE or NASDAQ markets; or (iii) transfers to a company whose stock is publicly traded on the NYSE or NASDAQ markets. 3.35. Assignment of Antitrust Claims “Intentionally Deleted” 3.36. Equal Employment Opportunity. The Equal Opportunity clause in Title 41, Part 60-1.4 of the Code of Federal Regulations (Paragraphs 1 through 7 of President’s Executive Order 11246), the provisions of the Equal Opportunity for Individuals with Disabilities Act in 42 U.S.C. Section 12112, the Listing of Employment Openings for Veterans Clause in Title 41, Part 50-260.2 of the Code of Federal Regulations and the Disabled Veterans and Veterans of the Vietnam era Clause in Title 41, Part 60-250.5 of the Code of Federal Regulations, are incorporated herein by reference if and to the extent applicable. If Entity is exempt from any of the above cited terms, written evidence of such exempt status must be provided to City. 3.37. Other Non-Discrimination Provisions. As required by Section 126.404, Jacksonville Ordinance Code, contractor represents that it has adopted and will maintain throughout the term of this contract a policy of nondiscrimination or harassment against any person with regard to race, color, sex (including pregnancy), sexual orientation, gender identity or expression, religion, political affiliation, national origin, disability, age, marital status, veteran status, or any other impermissible factor in recruitment, hiring, compensation, training, placement, promotion, discipline, demotion, transfers, layoff, recall, termination, working conditions and related terms and conditions of employment.. Contractor agrees that, on written request, it will permit reasonable access to its records of employment, employment advertisement, application forms and other pertinent data and records, by the Executive Director of the Community Relations Commission, or successor agency or commission, for the purpose of investigation to ascertain compliance with the non-discrimination provisions of the Contract; provided however, that Contractor shall not be required to produce, for inspection, records covering periods of time more than one (1) year prior to the effective date of the Contract. Contractor agrees that, if any of the products or Services to be provided pursuant to the Contract are to be provided by a subcontractor, the provisions of this Section shall be incorporated into and become a part of the subcontract.

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3.38. Prompt Payment to Sub-Contractors and Suppliers. The following is required by Chapter 126, Part 6, Jacksonville Ordinance Code; provided however, if Entity does not use JSEB or MBE Sub-Consultants, as identified below, this Section 3.38 shall not apply:

(a) Generally. When Entity receives payment from City for labor, services or materials furnished by Sub-Consultants and suppliers hired by Entity, Entity shall remit payment due (less proper retainage) to those Sub-Consultants and suppliers within fifteen (15) calendar days after Entity’s receipt of payment from City. Nothing herein shall prohibit Entity from disputing, pursuant to the terms hereof, all or any portion of a payment alleged to be due to its Sub-Consultants and suppliers. In the event of such dispute, Entity may dispute the disputed portion of any such payment only after Entity has provided notice to the City and to the Sub-Consultant or supplier whose payment is in dispute, which notice shall: (i) be in writing; (ii) state the amount in dispute; (iii) specifically describe the actions required to cure the dispute; and (iv) be delivered to City and said Sub-Consultant or supplier within ten (10) calendar days after Entity’s receipt of payment from City. Entity shall pay all undisputed amounts due within the time limits imposed by this Section.

(b) Jacksonville Small and Emerging Business Enterprise and Minority Business Enterprise Participation. Notwithstanding Chapter 126, Part 6 of the Jacksonville Ordinance Code, Entity shall pay all contracts awarded with certified Jacksonville Small and Emerging Business Enterprises (“JSEB”) and Minority Business Enterprises (“MBE”), as defined therein, their pro rata share of their earned portion of the progress payments made by City under the Contract within seven (7) business days after Entity’s receipt of payment from City (less proper retainage). The pro-rata share shall be based on all work completed, materials and equipment furnished, or services performed by the certified JSEB or MBE at the time of payment. As a condition precedent to progress and final payments to Entity, Entity shall provide to City, with its requisition for payment, documentation that sufficiently demonstrates that Entity has made proper payments to its certified JSEB’s or MBE’s from all prior payments Entity has received from City. Entity shall not unreasonably withhold payments to certified JSEB’s and MBE’s if such payments have been made to Entity. If Entity withholds payment to its certified JSEB’s or MBE’s, which payment has been made by City to Entity, Entity shall return said payment to City. Entity shall provide notice to City and to the certified JSEB’s or MBE’s whose payment is in dispute, which notice shall: (i) be in writing; (ii) state the amount in dispute; (iii) specifically describe the actions required to cure the dispute; and (iv) be delivered to City and said JSEB’s or MBE’s within five (5) calendar days after Entity’s receipt of payment from City. Entity shall pay all undisputed amounts due within the time limits imposed in this Section. The failure to pay undisputed amounts to the JSEB’s or MBE’s within seven (7) business days shall be a breach of the Contract, compensable by one per-cent (1%) of the outstanding invoice being withheld by City, not as a penalty, but as liquidated damages to compensate for the additional contract administration by City.

(c) Third Party Liability. The Prompt Payment requirements hereunder shall in no way create any contractual relationship or obligation between City and any Sub-Consultant, supplier, JSEB or MBE or any third party or create any City liability for Entity’s failure to make timely payments hereunder. However, Entity’s failure to comply with the Prompt Payment requirements shall constitute a material breach of Entity’s contractual obligations to City. As a result of said breach, City, without waiving any other available remedy it may have against Entity, may: (i) issue joint checks; and (ii) charge Entity a 0.2% daily late payment charge or the charges specified in said Chapter 126 of the Jacksonville Ordinance Code for JSEB’s or MBE’s and in Chapter 218, Florida Statutes, for non-JSEB’s or MBE’s, whichever is greater. 3.39. Conflicts of Interest. Entity acknowledges that Section 126.112 of the Jacksonville Ordinance Code requires that a public official who has a financial interest in a bid or contract make a disclosure at the time that the bid or contract is submitted or at the time that the public official acquires a financial interest in the bid or contract, including but not limited to the public official's name, public office or position held, bid or proposal number, and the position or relationship of the public official with the bidder or Entity. 3.40. Contingent Fees Prohibited. “Intentionally Deleted” 3.41. Truth in Negotiation Certificate. “Intentionally Deleted” 3.42. Compliance with Applicable Laws. Entity (and any Sub-Consultants) must comply with all applicable federal, state and local laws, rules and regulations as the same exist and as may be amended from time to time, including, but not limited to:

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• Chapter 119, Florida Statutes (the Florida Public Records Law); • Section 286.011, Florida Statutes (the Florida Sunshine Law); • Chapter 122, Part 4, Subpart F, Jacksonville Ordinance Code • Chapter 602, Jacksonville Ordinance Code (the Jacksonville Ethics Code); • Chapter 126, Jacksonville Ordinance Code (the Jacksonville Purchasing Code); and • All licensing and certification requirements applicable to performing the Services.

3.43. Cooperative Purchasing “Intentionally Deleted” 3.44. Warranty of Ability to Perform “Intentionally Deleted” 3.45. Warranty of Authority to Sign Contract. Each person signing the Contract warrants that he or she is duly authorized to do so and to bind the respective party to the Contract. 3.46. Governing State Law/Severability/Venue/Waiver of Jury Trial. The rights, obligations and remedies of the parties as specified under the Contract shall be interpreted and governed in all aspects by the laws of the State of Florida. Should any provision of the Contract be determined by the courts to be illegal, unenforceable or in conflict with any applicable law, the validity of the remaining provisions shall not be impaired. Venue for litigation of the Contract shall be exclusively in courts of competent jurisdiction located in Jacksonville, Duval County, Florida. The parties waive any and all rights to a jury trial with respect to disputes arising under the Contract. 3.47. Construction “Intentionally Deleted”

(End of Section 3)

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Section 4

A Listing of Properties (Maximum 20) by Address/Real Estate #

Total Assessed Value $33,565

_______________________________________________________________________________

(Remainder of page intentionally left blank)

IDProperty Appraiser

Parcel Type

Tax Reverted or Purchased

Council District

Planning District

Structure Acres ST_NO ST_NAM ST_TYP ST_DIR UNIT # CITY LOCATION ZIP SUBDIVISIONTOTAL JUST

VALUE

2016 In Progress Assessed

Value as of 4/5/16

PROPERTY USE ZONINGLOT

WIDTHLOT

LENGTH

003144 0000 Fee Tax Reverted 8 4 Vacant 0.1 0 HARDING AVE JACKSONVILLE 32219 GOLFAIR TERRACE 6,008$ $4,005.00 Residental RLD-60 45 100

003137 0000 Fee Tax Reverted 8 4 Vacant 0.12 6464 PARAGON ST JACKSONVILLE 32219 GOLFAIR TERRACE 6,750$ $4,500.00 Residental RLD-60 50 105003140 0000 Fee Tax Reverted 8 4 Vacant 0.12 0 PARAGON ST JACKSONVILLE 32219 GOLFAIR TERRACE 6,750$ $4,500.00 Residental RLD-60 50 105003141 0000 Fee Tax Reverted 8 4 Vacant 0.12 0 PARAGON ST JACKSONVILLE 32219 GOLFAIR TERRACE 6,750$ $4,500.00 Residental RLD-60 50 105003143 0000 Fee Tax Reverted 8 4 Vacant 0.12 0 PARAGON ST JACKSONVILLE 32219 GOLFAIR TERRACE 6,750$ $4,500.00 Residental RLD-60 50 105

003145 0000 Fee Tax Reverted 8 4 Vacant 0.09 0 HARDING ST JACKSONVILLE 32219 GOLFAIR TERRACE 5,340$ $3,560.00 Residental RLD-60 40 100

003161 0000 Fee Tax Reverted 8 4 Vacant 0.19 6403 PARAGON ST JACKSONVILLE 32219 GOLFAIR TERRACE 8,500$ $8,000.00 Residental RLD-60 100 81

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Attachment A – Response Format

A Project Proposal shall be submitted to the Procurement Chief and must include the following items:

(a) Contents: Cover page containing the Entity’s name, address, and the name and address of a person who may be contacted for additional information concerning the Project Proposal;

i. A cover Page containing the Entity’s name, address, and the a name and address of a person who may be contacted for additional information concerning the Project Proposal;

ii. Evidence of the Minimum Qualifications contained in Section 1.4 of the RFP as augmented by Section 122.464 (b) of the Ordinance.

iii. An affidavit in a form provided by the City executed by the president, vice president, or chief executive officer of the Entity stating that none of the conditions in Section 122.464 (a) exists at the time of submittal.

iv. See Section 4 of the RFP.

v. Conceptual design, plans and specifications, which plans and specifications shall meet the minimum construction and specification requirements approved by the Housing Division for affordable housing.

vi. A project timeline and schedule for the initiation and completion of the Project.

vii. A description of the Entity’s general plans for financing the Project, including the sources of the Entity’s funds and proposed pro forma Project Budget;

viii. A description of the available programs, if any, to assist potential low income and moderate homebuyers in purchasing the affordable housing from the Entity.

The Project Proposal shall contain no more than 15 single-sided double spaced 81/2” by 11” pages and one-inch margins. The font style shall be Times New Roman or Arial with minimum font size of 11 points and a maximum font size of 12. The cover page in (a)(i) above will not be counted as part of the 15-page limit. The Project Proposal shall be submitted to the City’s Procurement Division and to the attention of the Procurement Chief. The City reserves the right to request additional material or information from the Entity as needed.

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PROJECT PROPOSAL/REQUEST FOR PROPOSAL DONATION ELIGIBILITY AFFIDAVIT

BEFORE ME, the undersigned authority, personally appeared _________________________________, who was sworn and says:

1. My name is ________________________________ and I am the [note: per the City ordinance code the individual executing this affidavit must be the president, vice president or chief executive officer]_________________________of___________________________________________________________________ (the “Entity”), an Entity submitting a Project Proposal or response to a Request for Proposal, as applicable, in accordance with Chapter 122 (Public Property), Part 4 (Real Property), Subpart F (Donation and Sale of Real Property for Affordable Housing Purposes) of the City Ordinance Code (“Code”), and I have personal knowledge of the matters stated herein.

2. As of the date of the Entity’s Project Proposal submission or Request for Proposal response, as applicable, the Entity is:

i. in compliance with any prior donation agreement executed by the Entity pursuant to Chapter 122, Part 4, Subpart F;

ii. not on the Council Auditor's noncompliance list pursuant to Chapter 118, or the Vendor Debarment List pursuant to Chapter 126 of the Code;

iii. in compliance with all City agreements to which the Entity is a party; iv. not delinquent on taxes or payment of liens, including code enforcement or nuisance liens, on real

property owned by the Entity with respect to taxes or liens incurred on such real property after the Entity took ownership of the real property; and

v. in noncompliance with all conditions or requirements of a City grant award or program to which the Entity is a recipient.

3. This Affidavit is made to induce the City to make a donation agreement award to the Entity pursuant to the procedures set forth in Chapter 122 (Public Property), Part 4 (Real Property), Subpart F (Donation and Sale of Real Property for Affordable Housing Purposes). All capitalized terms herein shall have the meanings given to them in Section 122.462 of the Code.

Signature of Affiant

Print Name:

STATE OF FLORIDA COUNTY OF DUVAL

Sworn to and subscribed before me, this _____day of ______________, 20____, by . Said person is person is personally known OR produced identification.

_________________________________________ Notary Public

(Seal)

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Attachment B– Evaluation Matrix The evaluations will be based upon the following criteria, and the Entity is requested to provide, as a minimum, the information listed under each criterion. Failure to provide adequate information on any criterion will result in lower scores and could result in rejection of the proposal as non-responsive. The response to each of the criterion will be evaluated relative to the other responses received and will be awarded a score of 1 through the maximum points. Entities are encouraged to arrange their responses in a format that will offer ready review and evaluation of each criterion.

1. COMPETENCE. The entity’s competence and experience (e.g., technical education, licensure and training, experience in the type of project to be undertaken and availability of adequate personnel, equipment and facilities. (10 points maximum score)

2. PAST, CURRENT, AND PROJECTED WORK LOAD. The entity’s past, current, and projected work

load and availability of adequate personnel, equipment and facilities to complete the Project. (10 points maximum score)

3. FINANCIAL RESPONSIBILITY: the Entity’s financial responsibility and capacity to complete the

Project. The Entity must document financial responsibility through the submission of audited financial statements or statements of revolving lines of credit, which identify the maximum amount and availability of credit on the line. Additionally, the Entity must document financial capacity to complete the Project via loan commitments, grants or other financing evidencing the same. (10 points maximum score)

4. PROJECT PLANS AND SPECIFICATIONS: (10 points maximum score) Describe the Architectural Design to include front and top elevation with square footage.

5. PROJECT TIMELINE:. Project timeline, including but not limited to, either a rehabilitation or new construction timeline which details the proposed construction start and completion dates. (10 points maximum score)

6. PROJECT MARKETING PLAN: A plan which demonstrates how the project will be marketed to

home City’s for residential use. (10 points maximum score)

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Attachment C

EQUAL BUSINESS OPPORTUNITY PROGRAM

Encouragement Plan It is an official policy of the City of Jacksonville to encourage the maximum participation of Jacksonville Small Emerging Businesses (JSEBs) in contract awards. Based upon availability this project has been designated by the Equal Business Opportunity Program to utilize Encouragement Plan. Under the Encouragement Plan, vendors are required to make all efforts reasonably necessary to ensure that minority-owned and women-owned City certified JSEBs have a full and fair opportunity to compete for subcontract or sub-consultant participation on this project. Bidders/Suppliers/Consultants or any entity doing business with the City shall not discriminate on the basis of race, ethnicity, national origin or gender in the award and performance of the work under this contract. Please use the following Schedule of Subcontract/Sub-Consultant Participation to submit JSEB Participation on this Bid. You may contact the City’s Equal Business Opportunity Office at 904-255-8840 or find the JSEB directory on-line web site at www.jseb.coj.net.

(REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK)

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FORM C1

SCHEDULE OF SUBCONTRACTOR/SUBCONSULTANT PARTICIPATION

Name of Proposer:

Project Title:

Proposal Number: Total Base Proposal Amount (if

applicable):

*Please list all JSEBs first

Full Company Name

MBE Classification (African-American,

Women, Asian Native American or

Hispanic) Type of Work to be

Performed Total Contract Value

or Percentage

Attach additional list of subcontractors/sub-consultants as needed

CONSULTANT/SUBCONTRACTOR/SUPPLIER TOTAL VALUES

African-American Participation Total

Hispanic-American Participation Total

Native-American Participation Total

Asian-American Participation Total

Woman Participation Total

The undersigned will enter into a formal Agreement with the JSEB Suppliers/Consultants/Subcontractors identified herein for work listed in this schedule conditioned upon execution of a contract with the City of Jacksonville. Under penalties of perjury I declare that I have read the foregoing conditions and instructions and the facts are true to the best of my knowledge and beliefs.

Signature of Proposer: Title: Date:

Print Name: ____________________________

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FORM C2 LETTER OF INTENT

TO PERFORM AS A SUBCONTRACTOR or SUB-CONSULTANT

(Name of JSEB Supplier/Consultant/Subcontractor)

Name of Project:

RFP # Number:

MBE GROUP STATUS:

� African-American

� Woman Business Owner

� Asian-Americans

� Hispanic-Americans

� Native-Americans I, the undersigned, understand that the price below is representative of my intent to perform the scope of work stated below. I further understand that this price is subject to increase or decrease due to the City of Jacksonville bid requirements. All work must meet the City of Jacksonville bid specifications.

*Scope of Work

*Total Percent of work to be performed or materials to be supplied, including Sales Tax

$

Signature of JSEB Title Date *Scope of Work and Price are covered under Base Bid only. This form must be used for Letter of Intent.

ATTACHMENT E

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LAND DONATION AGREEMENT (Affordable Housing – Chapter 122, Part 4, Subpart F)

THIS LAND DONATION AGREEMENT (“Agreement”) is effective 20 (“Effective Date”), and is by and between the CITY OF JACKSONVILLE, a consolidated political subdivision and municipal corporation existing under the laws of the State of Florida, whose mailing address is Attn: , 214 N. Hogan Street, 3rd Floor, Jacksonville, Florida 32202 (“City”) and the , a Florida , whose mailing address is Attn: , , Jacksonville, Florida 32202 (the “Entity”).

BACKGROUND FACTS

City is the owner of several parcels of land more particularly described and depicted on Exhibit A attached hereto (the “Property”).

City issued a Request for Proposal No. (the“RFP”) for certain rehabilitation and/or construction services to be performed on the Property (the “Entity Obligations”).

Based on the Entity’s response to the RFP, a copy of which is on file with the City’s Procurement Division and incorporated herein by this reference (the “Response”), and the City’s authority under Chapter 122, Part 4, Subpart F, Ordinance Code, the City has awarded this Land Donation Agreement to the Entity.

D. In exchange for City’s conveyance of the Property to Entity, Entity agrees to perform the Entity Obligations in accordance with the terms and conditions provided herein.

NOW THEREFORE, for and in consideration of the mutual benefits each to flow to the other, the parties covenant and agree as follows:

1. BACKGROUND FACTS AND CAPITALIZED TERMS.

The Background Facts above are true and correct and incorporated herein by reference. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Ordinance.

2. DEFINITIONS.

A. “Affordable Housing Covenants and Restrictions” shall mean the covenants and restrictions to

be executed on the Property by the Entity that requires the Property to be owner-occupied as a primary residence and used for affordable housing purposes in substantially the form attached hereto as Exhibit C.

B. “Commitment” shall mean title report or owners title insurance commitment issued by a title

agent for a licensed title insurance company, together with copies of all exception documents, committing to insure the Entity’s fee simple title in the Property.

C. “Commencement Date” shall mean six (6) months from the Effective Date, unless extended by

the Chief pursuant to this Agreement. D. “Conveyance Date” shall mean such date on or before thirty (30) days after the Final Acceptance

Date that this transaction is consummation.

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E. “Deed” shall mean the deed in substantially the form attached hereto as Exhibit B. F. “Defaulting Party” shall mean a party that fails to observe or perform any of the covenants,

conditions, or obligations of this Agreement. G. “Effective Date” shall mean . H. “Entity Obligations” the Entity’s obligations under this Agreement to construct, at Entity’s sole

expense, the Project within six (6) months from the Commencement Date in accordance with the Plans submitted in the Response.

I. “Inspection Period” shall mean the twenty (20) day period from the Effective Date of the Agreement for the Entity to enter upon the Property to inspect, examine and investigate the Property to determine whether or not the same is suitable for Entity’s Intended Use.

J. “Intended Use shall mean the Entity’s use for the Property as an affordable home. K. “Ordinance” shall mean Chapter 122, Part 4, Subpart F of the City Ordinance Code. L. “Plans” shall mean the approved plans and specifications for the Project included in the Entity’s

Response pursuant to the Ordinance. M. “Project” means the permitting, development and construction of affordable housing on one or

more properties. N. “Property” shall mean the property or properties more particularly described on Exhibit A

attached hereto. O. “Reverter” shall mean the reversion rights that the City shall have in the Property after the

Conveyance Date in the event that Entity fails to complete the Project within six (6) months of the Commencement Date.

P. “Survey” shall mean a boundary survey of the Property prepared by a licensed Florida land

surveyor at the Entity’s sole expense. Q. “Title Insurer” shall mean the licensed title insurance company that issues the Commitment.

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3. CONSIDERATION. The parties agree that the consideration being provided to City for City’s conveyance of the Property to Entity as provided herein is Entity’s performance of the Entity Obligations and the other terms and conditions provided in this Agreement.

4. CONVEYANCE OF PROPERTY.

(a) Conveyance of Property. City hereby agrees to convey to Entity on the Conveyance Date, and Entity agrees to accept from City the Property in its “as-is” condition, together with all of City’s rights, easements, licenses, privileges in or appurtenant to the Property.

(b) Deed of Conveyance. On the Conveyance Date, City shall convey to Entity the Property in fee simple by Deed in its AS-IS condition with no representations and warranties as to the conditions of the Property.

5. INSPECTION OF PROPERTY.

(a) Duration. Entity and its agents shall have the right during the Inspection Period to enter upon the Property to inspect, examine and investigate the Property to determine whether or not the same is suitable for Entity’s Intended Use.

(b) Entry and Inspection. Entity shall have the right to enter upon any portion of the Property to

physically inspect and examine, and survey the Property at Entity’s sole expense. The Entity may not perform any environmental testing on the Property without City’s permission which may be withheld. Entity shall require its contractors and subcontractors to obtain the insurances required in Section 7 prior to performing any inspections or examinations of the Property pursuant to this Section. Following Entity’s inspection of the Property, Entity shall restore the Property to its original condition. Entity shall indemnify, defend and hold City harmless from and against any and all claims, costs, expenses and damages to persons and/or Property incurred by, through, or out of the exercise of such inspection. Entity’s indemnity set forth herein shall survive the Conveyance Date or the termination of this Agreement.

(c) Termination. Entity shall have the right at any time during the Inspection Period to notify City in

writing that it has elected to terminate this Agreement, if Entity reasonably determines that the Property is not suitable for Entity’s Intended Use. Upon delivery of written notice of termination to City, this Agreement shall terminate and the parties shall be relieved of all further obligations under this Agreement which do not specifically survive its termination. If Entity determines prior to the expiration of the Inspection Period that the Property is satisfactory, Entity may provide written notice to City of the same, and the Inspection Period shall be deemed as expired as of such date on said written notice.

6. SURVEY AND TITLE.

(a) Survey. Entity may within twenty (20) days after the Effective Date, at Entity's cost and expense, obtain a Survey of the Property.

(b) Title. Entity shall within twenty (20) days after the Effective Date, at Entity's cost and expense,

obtain a Commitment issued by a Title Insurer, which shall insure Entity’s fee simple title to the Property. Upon Entity’s receipt of the Commitment, Entity shall forthwith furnish a copy thereof to City together with copies of any encumbrances. The Entity, at its option, may purchase a title policy, for its benefit. The Property shall be conveyed subject to those matters appearing in the Commitment unless such matters are removed by the Title Insurer prior to the Conveyance Date.

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(c) Entity’s Review. Entity shall have five (5) days prior to the expiration of the Inspection Period to examine the Survey and Commitment and to determine the nature of any defects in title to the Property and in those matters or facts disclosed by the Survey. If either the Commitment or Survey reveals any encroachments, overlaps, easements, restrictions, covenants, conditions, liens, encumbrances, other title defects, or other matters that are unacceptable to Entity, with respect to the Property, Entity shall give written notice to City of such defects prior to the expiration of the Inspection Period, and Entity shall use its best effort to remedy or remove any such objectionable matters prior to the Conveyance Date. If Entity does not cure such defects prior to the Conveyance Date, Entity may, at its option (i) terminate this Agreement upon written notice to City and the parties shall thereafter be relieved of all further obligations under this Agreement which do not specifically survive its termination; or (ii) accept the uncured defects and take the Property and title to the Property as they then exist. 7. CONSTRUCTION OF PROJECT.

(a) Construction of Project. Entity hereby agrees to construct the Project in accordance with the Plans. The Entity shall commence construction of the Project on or before the Commencement Date and shall complete the construction of the Property within six (6) months thereafter. In constructing the Project, Entity shall ensure existing and/or new construction on the Property connects to the City’s water and sewer system. Entity shall provide City copies of final as built drawings of the Project promptly after completion of construction. The final as built drawings of the Project shall be prepared and signed and sealed by a land surveyor authorized to practice in the State of Florida under the provisions of Chapter 472, Florida Statutes. The final as built drawings shall be reviewed and approved by the engineer of record before being submitted to City. Entity shall provide one set of preliminary as built drawings to City a minimum two weeks prior to completion of the Project. City shall inspect the Project upon completion.

(b) Inspection. Entity shall permit City and its representatives to enter regularly upon the Property to inspect the Project and all materials to be used in the construction thereof, and all books and records of Entity relating to the Project. Nevertheless, City shall have no liability or obligations to Entity arising out of any inspection of the Project performed by City during the term of this Agreement. Inspections made by the City or its representatives shall be made solely for the protection and benefit of the City and neither Entity, nor any person or party claiming by, through or under Entity shall be entitled to claim any loss, damage or offset against the City for failure to inspect the Project.

(c) Permits and Licenses. Entity and/or its contractor shall obtain all required federal, state and local permits, licenses, approvals and authorizations, including those required by Entity of Jacksonville and any state or local authority charged with the enforcement of regulations of such agency and shall fully comply with all building, safety, zoning, land use (including, without limitation, the Florida Growth Management Act and all state and local rules, regulations and plans adopted pursuant thereto) and other requirements of any state, municipal or other governmental authority pertaining to the construction of the Project.

(d) Workmanship. Entity and/or its contractor shall construct the Project in a true, thorough and workmanlike manner in accordance with the Plans. Entity or its contractor shall provide all materials and labor necessary to construct or install the Project and, shall furnish and pay for all labor, materials, equipment, tools, machinery, water, heat, utilities, transportation and other facilities and services necessary to complete the construction. Entity acknowledges and agrees that it will always be responsible, at its sole cost and expense, for any loss or damage that results from or is attributable to the design and/or construction of the Property improvements.

(e) Insurance. Before commencing and until the completion of the Project, Entity shall require its contractors to procure and maintain insurance of the types and in the minimum amount stated below.

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SCHEDULE LIMITS Worker’s Compensation Worker’s Compensation & Florida Statutory Coverage Employer’s Liability (including $100,000 each accident Appropriate Federal Acts) $500,000 Disease/Policy Limit $100,000 Disease/Each Employee

Commercial General Liability

Premises-Operations $1,000,000 each occurrence Products-Completed Operation $2,000,000 aggregate Blanket Contractual Liability Independent Contractors

Automobile Liability

All automobiles (owned, $1,000,000 CSL rented or not owned) Builder’s Risk Insurance $ equal to the amount of the construction contract

City shall be named as an additional insured under all the above Commercial General Liability Insurance and Builder’s Risk Insurance. The above required insurance shall be written by an insurer holding a current certificate of authority issued by the Department of Insurance of the State of Florida pursuant to the Chapter 624, Florida Statutes. Before commencing work, Certificates of Insurance evidencing the maintenance of said insurance shall be furnished to City. The Certificates shall provide that no material alteration or cancellation, including expiration and non-renewal, shall be effective until thirty (30) days after receipt of written notice by City. Any indemnification provisions in this Agreement are separate and apart and in no way limited by the insurance amounts stated above. A Waiver of Subrogation shall be included on all required insurance in favor of City.

(f) Indemnification. The Entity shall require its contractors and subcontractors to hold harmless,

indemnify, and defend City against any claim, action, loss, damage, injury, liability, cost and expense of whatsoever kind or nature (including, but not by way of limitation, reasonable attorney’s fees and court costs) arising out of injury (whether mental or corporeal) to persons, including death, or damage to property, arising out of or incidental to the negligence, recklessness or intentional wrongful misconduct of the contractor or any person or entity used by the contractor, including without limitation its employees, agent, representatives, and subcontractors, in the performance of the construction of the Project. This indemnification shall survive the term of this Agreement for events that occurred during the term of the Agreement.

8. CASUALTY. Risk of any casualty to or loss of the Property or Project occurring prior to the Conveyance Date shall be borne by Entity. Notwithstanding the foregoing, if all or any portion of the Property or access thereto shall be damaged by fire or other casualty prior to the Conveyance Date, then City shall provide immediate written notice thereof to Entity and, at Entity’s option, (i) this Agreement shall terminate and the parties shall be relieved of all further obligations under this Agreement which do not specifically survive its termination, or (ii) Entity may consummate the transaction. Entity shall make an election in writing within five (5) days after City shall have notified Entity in writing of such casualty damage and the Conveyance Date shall be extended if necessary to accommodate this notice period.

9. PROHIBITED PROPERTY TRANSFER; MAINTENANCE COVENANT.

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(a) Prohibited Property Transfer. The Entity shall not transfer or convey the Property to an individual or entity until such time that the Project is complete and approved by the City pursuant to the terms herein.

(b) Maintenance Covenant. The Entity shall maintain the Property, including but not limited to, lawn maintenance, until such time that the Property is conveyed to a low or moderate income individual for residential purposes.

(c) Survival. The covenants in this Section 9 shall survive the Conveyance Date. 10. CONVEYANCE DATE. The transactions to occur on the Conveyance Date shall take place at the City’s Real Estate Division office. 11. DOCUMENTS TO BE DELIVERED ON THE CONVEYANCE DATE.

(a) On or before the Conveyance Date, City shall deliver to Entity the following documents: (i) The executed Deed as set forth in Exhibit B; and

(ii) Any and all other documentation as may be reasonably required to consummate the transactions contemplated in this Agreement.

(b) On or before Conveyance Date, Entity shall deliver to City the following documents:

(i) Executed Affordable Housing Covenants and Restrictions as set forth in Exhibit C; and

(ii) Any and all other documentation as may be reasonably required to consummate the transactions contemplated in this Agreement.

(c) The Deed and Affordable Housing Covenants and Restrictions shall be recorded by the City at

Entity’s sole expense within ten (10) days after the Conveyance Date. 12. POSSESSION. Possession of the Property shall be delivered by the City to Entity on the Conveyance Date. 13. CONVEYANCE COSTS. Entity shall pay for all conveyance costs including, but not limited to, Entity’s attorneys fees, the Survey; the Commitment search and examination fees and owner's title policy issued pursuant to the Commitment described in Section 6; recording fees, documentary stamp taxes, and recording fees and other costs for curative title documents. 14. TAXES AND ASSESSMENTS. The Property has been exempt from ad valorem taxes while owned by City. The Entity shall be responsible for the ad valorem taxes after the Conveyance Date. 15. INDEMNIFICATION. Entity will assume all liability, and defend and hold City harmless, for any injury or damage to the person or property of third parties which may occur as a result of Entity’s activities and obligations as set forth in this Agreement. This Section 15 shall survive the Conveyance Date.

16. DEFAULT. The City’s right, at its option, to either: (1) re-enter and take possession of the property if the Entity fails to comply with the terms of the donation agreement; or (2) invoice the Entity for the then current assessed value of the property as shown on the tax rolls (the “Purchase Price”). Upon an election by the City to re-enter and take possession of the property, the Entity shall be required to convey the property to the City at no cost. Upon an

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election by the City to invoice the Entity for the Purchase Price, the Entity shall have thirty (30) days from receipt of the invoice to pay the same. Interest shall accrue on the unpaid Purchase Price after said period at the maximum rate allowed by law. The unpaid Purchase Price, together with interest, costs and attorneys’ fees required to collect the same shall be a lien against the property; The City’s right to terminate the donation agreement if the Entity fails to comply with the terms of the donation agreement and exercise all remedies available at law, including but not limited to, specific performance; The failure to observe or perform any of the covenants, conditions or obligations of this Agreement within thirty (30) days after the issuance of written notice specifying the nature of the default claimed shall constitute a material default and breach of this Agreement by the non-performing party (“Defaulting Party”); provided, however, if such condition is of a nature that it cannot be corrected within thirty (30) days, then such party shall not be in default so long as it commences such cure promptly after receiving such notification, and diligently pursues such cure and such cure is in any event completed within sixty (60) days.

(a) With respect to any default under this paragraph, any party shall have the right, but not the

obligation, to cure such default by the payment of money or the performance of some other action for the account of and at the expense of the Defaulting Party; provided, however, that in the event the default shall constitute an emergency condition, any party acting in good faith, shall have the right to cure such default upon such advance notice as is reasonably possible under the circumstances, or if necessary, without advance notice, so long as notice is given as soon as possible thereafter. To effectuate any such cure, the party shall have the irrevocable right upon prior written notice to enter upon the property of the Defaulting Party to perform any necessary work or furnish any necessary materials or services to cure the default of the Defaulting Party. In the event any party shall cure a default, the Defaulting Party shall reimburse the curing party for all costs and expenses incurred in connection with such curative action, within thirty (30) days of receipt of demand, together with reasonable documentation supporting the expenditures made.

(b) Each party shall have the right to prosecute any proceedings at law or in equity against any

Defaulting Party hereto, or any other person, violating or attempting to violate or defaulting upon any of the provisions contained in this Agreement, and to recover damages for any such violation or default. Such proceeding shall include the right to restrain by injunction any violation or threatened violation by another of any of the terms, covenants or conditions of this Agreement, or to obtain a decree to compel performance of any such terms, covenants, or conditions, it being agreed that the remedy at law for a breach of any such term, covenant, or condition (except those, if any, requiring the payment of a liquidated sum) is not adequate. All of the remedies permitted or available to a party under this Agreement or at law or in equity shall be cumulative and not alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy.

17. BINDING EFFECT. This Agreement shall run with the land and shall inure to the benefit of and be binding upon City, its successors and assigns, and Entity, its successors and assigns. 18. NOTICES. Any and all notices, which are permitted or required in this Agreement, shall be in writing and shall be duly delivered and given when personally served or mailed to the person at the address designated below. If notice is mailed, the same shall be mailed, postage prepaid, in the United States mail by certified or registered mail – return receipt requested. Notice shall be deemed given on the date of personal delivery or mailing and receipt shall be deemed to have occurred on the date of receipt; in the case of receipt of certified or registered mail, the date of receipt shall be evidenced by return receipt documentation. 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.

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If to the Entity:

If to City: Housing and Community Development Division 214 N. Hogan Street, 3rd Floor Jacksonville, FL 32202 Attn: Chief

With a copy to: Office of General Counsel 117 West Duval Street, Suite 480 Jacksonville, Florida 32202 Attn: Corporation Secretary

19. DATES AND TIME PERIODS. Should the date for the giving of any notice, the performance of any act, or the beginning or end of any period provided for herein fall on a Saturday, Sunday or other legal holiday, such date shall be extended to the next succeeding business day which is not a Saturday, Sunday or legal holiday. Time is of the essence in each party’s performance of its respective obligations under this Agreement. 20. CONSTRUCTION. The parties agree that they have had meaningful discussions and/or negotiations of the provisions, terms and conditions of this Agreement. Therefore, doubtful or ambiguous provisions, if any, contained in this Agreement shall not be construed against the party who prepared this Agreement. The rule commonly referred to as “Fortius Contra Proferentum” shall not be applied to this Agreement or any interpretation hereof. 21. ENTIRE AGREEMENT. This writing embodies the entire agreement and understanding between the parties hereto and there are no other prior agreements or understandings, oral or written with reference to the subject matter hereof that are not merged herein and superseded hereby. 22. ASSIGNMENT. This Agreement is not assignable by the Entity. 23. GOVERNING LAW; VENUE. This Agreement shall be governed and interpreted under the laws of the State of Florida. Venue for any action arising under this Agreement shall lie exclusively in the courts in and for Duval County, Florida. 24. HEADINGS. The paragraph headings used in this Agreement are for convenience purposes only and shall not be used in the interpretation of this Agreement.

25. EXHIBITS. All Exhibits attached hereto are incorporated herein by reference and made a part of this Agreement.

26. RELATIONSHIP OF PARTIES. The relationship of the parties is that of independent contractors. Nothing contained herein is intended to create, nor shall it ever be construed to make, Entity or City partners or joint venturers.

27. SEVERABILITY. The provisions of this Agreement are severable, and if any provision of any part hereof or the application thereof to any person or circumstance shall ever be held by any court of competent

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jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such provisions or part hereof to other persons or circumstances shall not be affected thereby.

28. WAIVER. The waiver by one party of the performance of any covenant or condition herein shall not invalidate this Agreement, nor shall it be considered to be a waiver by such party of any other covenant or condition herein. The waiver by either or both parties of the time for performing any act shall not constitute a waiver at the time for performing any other act or any identical act required to be performed at a later time. No waiver hereunder shall be effective unless it is in writing.

29. COUNTERPART EXECUTION. This Agreement may be executed in a number of identical counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one (1) agreement, but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the

Effective Date set forth above.

By:_________________________________ Print Name: ATTEST: CITY OF JACKSONVILLE By:_______________________ By:_____________________________

James B. McCain, Jr., Lenny Curry, Mayor Corporation Secretary Form Approved: By:

Office of General Counsel

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G:\Gov't Operations\LHodges\Housing and Community Development Division\2015-519\Form Documents\Donation Agreement.doc

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EXHIBIT A to Land Donation Agreement

Property Legal Description

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EXHIBIT B to Land Donation Agreement

Deed Form

Prepared by and return to: Office of General Counsel 117 W. Duval Street, Suite 480 Jacksonville, Florida 32202

DEED

This Deed is executed this ____ day of , 20 , by the CITY OF JACKSONVILLE, a consolidated political subdivision and municipal corporation existing under the laws of the State of Florida ("Grantor ") whose post office address is __________________________________ to and in favor of (“Grantee”) whose post office address is .

"Grantor" and "Grantee" are used for singular or plural, as context requires. Witnesseth, that Grantor, for the sum of $10 and other good and valuable consideration, the receipt of which is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, releases, conveys and confirms unto Grantee the following described land, situate, lying and being in the County of Duval, State of Florida, to wit:

[Insert legal description]

together with all timber, transferable development rights, improvements, easements, appurtenances and hereditaments thereto; subject to easements, covenants and restrictions of record, if any (but this reference shall not reimpose the same, if previously abandoned or otherwise terminated) taxes accruing subsequent to the date of this Deed. BY ACCEPTANCE OF THIS DEED, GRANTEE ACKNOWLEDGES THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT THEREON, (C) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, OR (D) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE DISPOSAL OR EXISTENCE, IN OR ON THE PROPERTY, OF ANY HAZARDOUS MATERIALS PURSUANT TO WHICH THIS DEED IS DELIVERED. GRANTEE FURTHER ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY IS MADE ON AN “AS IS” CONDITION AND BASIS WITH ALL FAULTS.

IN WITNESS WHEREOF, Grantor has signed and sealed these presents the day and year above written. 38

Signed, sealed and delivered in the presence of: _______________________________ Name: ________________________ _______________________________ Name: _________________________

CITY OF JACKSONVILLE By:____________________________ Its:_____________________________

Form Approved: By:___________________________________ Office of General Counsel STATE OF FLORIDA COUNTY OF DUVAL The foregoing Deed was acknowledged before me this ____ day of _______________, 20 , by ____________________________________, __________ for the CITY OF JACKSONVILLE, a consolidated political subdivision and municipal corporation existing under the laws of the State of Florida, on behalf of said political subdivision and municipal corporation [ ] who is personally known to me or [ ] who has produced ___________________________________ as identification.

Notary Public, State of Florida Print Name: My Commission Expires:

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EXHIBIT C to Land Donation Agreement

Affordable Housing Covenant and Restriction Form

THIS INSTRUMENT WAS PREPARED BY: Office of General Counsel Office of General Counsel 117 W. Duval St., Suite 480 Jacksonville, FL 32202

AFFORDABLE HOUSING COVENANTS AND RESTRICTIONS THIS AFFORDABLE HOUSING COVENANTS AND RESTRICTIONS (the “Declaration”) is dated ______________, 20 (“Effective Date”), and is made by (“Owner”), whose address is __.

BACKGROUND FACTS:

A. Owner is the owner of that certain real property located in Duval County, Florida and more particularly described in Exhibit A, attached hereto and made a part hereof (the “Property”); and

B. Owner and the City of Jacksonville (“City”) entered into that certain Land Donation Agreement, (“Agreement”) dated , whereby the Owner agreed to construct the Project referenced therein and execute a ten (10) year covenant and restriction on the Property for affordable housing.

. NOW, THEREFORE, Owner hereby declares the Property to be subject to the following covenants, conditions, and restrictions:

1. Background Facts and Capitalized Terms. The foregoing Background Facts are true and correct and incorporated herein. All capitalized terms shall have the meanings given to them in the Agreement.

2. Use Restriction. The Property shall only be owner-occupied as a primary residence and used for affordable housing purposes for ten (10) years from the Effective Date.

3. Violation of Use Restriction. Owner shall be deemed in violation of the restriction contained in Section 2 of this Declaration if Owner fails to cure the same within thirty (30) days of having received written notice from the City of said violation. 4. Indemnification by Owner. Owner shall indemnify and hold the City harmless from all loss, cost, damage and expense arising from any claim or proceeding instituted against the City relating to the covenants set forth herein.

5. Prohibited Property Transfer. The Owner shall not transfer or convey the Property until such time that the Project has been completed in accordance with the Agreement terms. 6. Deed References. In order to ensure the perpetual nature of this Declaration, Owner, its successors and assigns, shall reference this Declaration in any subsequent deed of conveyance, including the recording book and page of record of this Declaration.

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7. Covenants Running with the Land. It is the intention of Owner that the restrictions contained in this Declaration shall touch and concern the Property, run with the land and with the title to the Property, and shall apply to and be binding upon and inure to the benefit of the successors and assigns of Owner, and to the City, and to any and all parties hereafter having any right, title or interest in the Property or any part thereof.

8. Enforcement. The City, and any interested member of the public, may enforce the terms and conditions of this Declaration by injunctive relief and other appropriate available legal remedies. Any forbearance on behalf of the City to exercise its right in the event of the failure of the Owner, its successors and assigns to comply with the provisions of this Declaration shall not be deemed or construed to be a waiver of the City's rights hereunder. This Declaration shall continue in perpetuity, unless otherwise modified in writing by Owner, its successors and assigns and the City. These restrictions may also be enforced in a court of competent jurisdiction by any fee Owner of the Property or part thereof, or by any other person, firm, corporation, or governmental agency that is substantially benefitted by this Declaration. 9. Severability. If any provision of this Declaration is held to be invalid by any court of competent jurisdiction, the invalidity of such provision shall not affect the validity of any other provisions thereof. All such other provisions shall continue unimpaired in full force and effect. 10. Representations and Warranties. Owner covenants and represents that on the date of execution of this Declaration that Owner is seized of the Property in fee simple and has good right to create, establish, and impose the above covenant, restriction and condition on the use of the Property.

11. Governing Law. This Declaration shall be governed and interpreted under the laws of the State of Florida. Venue for any action arising under this Declaration shall lie exclusively in the courts in and for Duval County, Florida. 12. Termination. This Declaration shall remain in full force and effect ten (10) years from the Effective Date, and thereafter, without the necessity of any written instrument being recorded in the public records of Duval County, Florida, shall be deemed null and void and without any effect.

IN WITNESS WHEREOF, Owner has caused this Declaration to be executed in its name as of the date first above written.

WITNESSES: ______________________________ By: Print name:_____________________ Print Name:__________________________ Title: ______________________________ Print name:_____________________ STATE OF FLORIDA COUNTY OF DUVAL

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The foregoing instrument was executed, acknowledged and delivered before me this _____ day of ________, 20 , by ______________, the President of , who is personally known to me or has produced a Florida driver’s license as identification. ____________________________________ Notary Public, State and County Aforesaid Print Name: __________________________ (NOTARIAL SEAL) My commission expires:_________________ My commission number:_________________

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EXHIBIT A to Affordable Housing Covenants and Restrictions

THE PROPERTY

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FORM 1 CONFLICT OF INTEREST CERTIFICATE

RFP No. _____________________ Bidder must execute either Section I or Section II hereunder relative to Florida Statute 112.313(12). Failure to execute either Section may result in rejection of this bid proposal. SECTION I I hereby certify that no official or employee of the City or independent agency requiring the goods or services described in these specifications has a material financial interest in this company. _________________________________ _________________________________ Signature Company Name _________________________________ _________________________________ Name of Official (Type or Print) Business Address __________________________________ City, State, Zip Code SECTION II I hereby certify that the following named City official(s) and employee(s) having material financial interest(s) (in excess of 5%) in this company have filed Conflict of Interest Statements with the Supervisor of Elections, 105 East Monroe Street, Jacksonville, Duval County Florida, prior to bid opening. Name Title or Position Date of Filing ______________________________ ______________________________ ____________ ______________________________ ______________________________ ____________ _________________________________ _________________________________ Signature Company Name _________________________________ _________________________________ Name of Official (Type or Print) Business Address __________________________________ City, State, Zip Code

PUBLIC OFFICIAL DISCLOSURE

Section 126.110 of the Purchasing Code requires that a public official who has a financial interest in a bid or contract make a disclosure at the time that the bid or contract is submitted or at the time that the public official acquires a financial interest in the bid or contract. Please provide disclosure, if applicable, with bid. Public Official Position Held: Position or Relationship with Bidder:

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CITY OF JACKSONVILLE

PROCUREMENT DIVISION 214 N. Hogan Street - 81

h floor, Jacksonville, Florida 32202 (904) 255-8800-Ph; (904) 255-8837-Fax; www.coj .net

PROCUREMENT PROTEST PROCEDURES

126.106(e) PROTEST PROCEDURES

Purpose and Scope Definitions Timely Notice of Protest

126.106( e )(1) 126.106( e )(2) 126.106( e )(3) 126.106( e)( 4) 126.106( e )(5) 126.106( e )( 6) 126.106( e )(7) 126.106( e )(8)

Extension Request I Supplemental Protest Documentation Delivery Process Protest Hearing Rules and Procedures Independent Agency, Board or Delegated Authority

126.106(e)(l) Purpose and Scope

(a) These protest procedures are promulgated pursuant to § 126.106(e) of the Jacksonville Ordinance Code (the "Code"), which authorizes the Chief of the Procurement Division (the "Chief") to "prepare and publish rules and regulations governing bid protests." In the event a court of competent jurisdiction declares any provision of these Procurement Protest Procedures Lo be unconstitutional , invalid, or otherwise unenforceable, then all remaining provisions shall be severable, valid and enforceab le regardless of the invalidity of any other provision.

(b) In accordance with the procedures contained herein, any person or entity that is adversely affected by a decision or an intended decision concerning a solicitation, solicitation documents, award, or any other process or procedure prescribed in the Code and who has standing to protest said decision or intended decision under Florida Jaw (the "Protestanf'), must timely file a written Notice of Protest seeking to challenge the decision or intended decision. The issue(s) raised and the information contained in the Notice of Protest and any supplemental documentation filed in accordance with § 126.106( e )( 4), hereof, must dearly identify and explain the factual and legal basis fo r any relief sought, and shall be the only

Page I of.1

issue(s) and information the Protestant may present for consideration before the applicable committee.

126.106(e)(2) Definitions

For the purpose of these Bid Protest Procedures, the following definitions are provided:

(a) "Competitive solicitation" or "solicitation" shall include wi thout limitation an invitat ion to bid , competitive sealed bid , multi -step competitive sealed bid , competitive sealed proposal, or a request for proposals and/or qualifications.

(b) "Posting" means the notification of solicitations, decisions or intended decision, or other matters relating to procurement on a centralized In ternet website, by placing the same on the bulletin hoard(s) designated by the Procurement Division for this purpose, or as may be consistent with§ 126.102(m) of the Code.

( c) ·'Exceptional purchase·· means any purchase excepted by law or rule from the requirements for competitive so licitation, including without limitation purchases pursuant to §§ 126.107, 126.206, 126.207, 126.211, 126.307, 126.309, 126.311 , 126.312, or 126.3 13 of the Code.

Revision and Effective Date: fWJJ /2012

Action" means a final decision that

are in form.

''Procurement

and

the same "contract or award process."

126.106(e)(3) Timely Notice of Protest

as

(a) Recommendations of Award and/or Bid Rejection. A Protestant shall have 48 hours after either the posting or written notification of a decision or intended decision, whichever is earlier, in which to file a written Notice of Protest in order to timely challenge or seek relief from a Procurement Division recommended award of an exceptional purchase or an award or recommended conclusion to any bid or proposal solicitation process, including without limitation: (i) a recommendation to reject a bid or proposal; (ii) a contract award; or (iii) the short-listing of bidders or proposers.

(b) Bid/Proposal Specifications and/or Requirements. A Protestant shall have 10 business days after the posting of a solicitation or 48 hours after the posted date and time of a pre-bid or pre-proposal conference, whichever is earlier, or 48 hours after the posting of an addendum, in which to file a written Notice of Protest in order to timely challenge the requirements, terms and/or conditions contained in bid or proposal documents, including without limitation any provisions governing or establishing: (i) the basis for making the award in question; (ii) evaluation criteria; (iii) equipment, product, or material specifications; (iv) proposed project schedules; statements participation other equal opportunity measures; or (vi) other

same; (iii) state the Protestant's

126.106(e)(4) Request for Extension to File Supplemental Protest Documentation

At of Protest hereunder, a of three

in which to protest documentation. Failure to do so or to timely submit the supplemental protest documentation shall constitute a waiver of any

to the same.

126.106(e)(5) Delivery

The timely filing of a Notice of Protest shall be accomplished when said notice is actually received by the Procurement Division within the applicable time limitation or period contained herein. Filing a notice may be accomplished by manual transfer via hand-delivery or mail to the Chief of Procurement at 214 N. Hogan Street, 81

h

floor, Jacksonville, Florida 32202 or by electronic transfer via facsimile to (904) 255-8837. The responsibility and burden of proof that its Notice of Protest has been timely and properly received shall rest with the Protestant, regardless as to the method of delivery employed.

126.l06(e)(6) Process

(a) Upon receipt of a timely filed written Notice of Protest, the Chief or his/her designee shall schedule and provide notice of the time, date and place that the protest will be heard. The protest will be heard before the General Governmental Awards Committee ("GGAC''), the Professional Services Evaluation Committee {''PSEC'), or the Competitive Sealed Proposal Evaluation Committee

whichever is applicable. The Chief or shall the the

documentation shall be made to them upon a for the same.

( c) When a Notice of Protest is filed pursuant to § the Chief or awards

h,:i11YOiPY<.:t\n shall have the rhcr>rr•t.f'.tt to diret:t in

resolution of the protest. not be the

I26.106(e)(7) Protest Hearing Rules and Procedures

(a) Hearings hereunder shall be heard before the applicable committee, and shall begin with a statement of the rules and prot:edures prescribed herein by a representative of the committee, followed by a general statement of the facts by a representative of the Procurement Division. Representatives of the Protestant, limited solely to its owners, officers, employees and/or legal counsel, will then be required to present its case based solely upon the issue(s) and information contained in the Notice of Protest and any timely submitted supplemental protest documentation. Those persons or entities, other than the Protestant, who have legal standing and will be directly affected by the resolution of the protest will be given an opportunity to be heard and to present information before the committee, which will be followed by a statement and the presentation of information from the Procurement Division and other governmental representatives. The Protestant must establish by the preponderance of the evidence that the protest should be granted based upon the law, facts and information presented. The committee is entitled to ask questions of any party at any time during the hearing.

(b) For hearings hereunder, the formal rules of evidence pursuant to the Florida Evidence Code may be

of the applicable committee. and used to

evidence.

Unless burden of standard of

the the Protestant. The

hereunder shall be "'""'"·~ recommendation or the

decision or in question was erroneous, arbitrary or fraudulent, or otherwise without any basis in fact or law. In any protest proceeding challenging a decision or intended decision to reject all bids, proposals, or replies, the standard of review shall be whether the decision or intended decision is illegal, arbitrary, dishonest, or fraudulent.

(d) A majority vote of the members of the applicable committee shall be required to grant a protest, hereunder; otherwise, the protest shall be denied, and, upon execution by the Mayor or his designee, said vote and/or decision of the applicable awards committee shall be posted and shall represent final agency action.

126.106(e)(8) Independent Delegated Authority

Agency, Board or

If a protest is filed and the solicitation is for the benefit of an independent agency, board, or delegated authority that has its own established procurement procedure and does not use the City's procurement process and/or protest procedures, then the person or entity protesting must follow the protest procedures of that independent agency, board, or delegated authority.

CERTIFICATE OF ADOPTION AND IMPLEMENTATION

Page