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1983 PBA 18/19-17 Jones Edmunds & Assoc RFQ 14-95IMF" F/ F N NCE DEPARTMENT I A Wednesday, October 31, 2018 TRANsmITTAL MEMORANDUM To: Ci Clerk/Ma RF.: Sr i -a -In The item(s) noted below is/are attacY( Development Order Final Plat (original mylars) Letter of Credit Maintenance Bond Ordinance Performance Bond Resolution r &611111V e V JqO 1�V10--s-rJOi-I and forwarded to your office for the following action(s): 0 e completed, please: Return originals to Purchasing- Department F-1 Return copies 0 Special Instructions: molr4041 orato-vt z From SharePoint—Finance—Purchasing_Forms - 2018.doe Mayor's signature Recordin a' ,;—Ken rin Vault E] Deputy City Manager F-1 Payment Bond F-1 City Manager Signature 9 City Clerk Attest/Signature City Attorney/Signature Date October 23, 2018 Approval: �Aurhasing Marra r Date Ak-A V Finance Director Date Date Jones, Edmunds & Associates, Inc Piggyback Contract (PBA 18/19-17) The City of Sanford ("City") enters this "Piggyback" Contract with Jones Edmunds & Associates, Inc., a Florida corporation (hereinafter referred to as the "Consultant"), whose principal address is 730 NE Waldo Road, Gainesville, Florida 32641, under the terms and conditions hereinafter provided. The City and the Consultant agree as follows: (1). The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Consultant has entered a contract with St. Johns County, Florida, said contract being identified as "Continuing Contract For RFQ 14-95 - Geographic Information Systems (GIS) And Technology Services, St. Johns County, Florida, Master Contract - 14 -MAS -JON -05573" (said original contract being referred to as the "original government contract") in order for the Consultant to provide all labor, material and equipment necessary to provide Geographic Information Systems (GIS) and technology services, all as shown in the original government contract as well as like goods and services as required by the City. (2). The original government contract documents are incorporated herein by reference and is attached as Exhibit "A" to this contract. All of the terms and conditions set out in the original government contract are fully binding on the parties and said terms and conditions are incorporated herein; provided, however, that the City will negotiate and enter work orders/purchase orders with the Consultant in accordance with City policies and procedures for particular goods and services. 1 (3). Notwithstanding the requirement that the original government contract is fully binding on the parties, the parties have agreed to modify certain technical provisions of the original government contract as applied to this Contract between the Consultant and the City, as follows: (a). Time Period ("Term") of this Contract: (state NIA if this is not applicable). N/A. (b). Insurance Requirements of this Contract: (state N/A if this is not applicable). N/A. (c). Any other provisions of the original government contract that will be modified: City shall compensate Consultant based on the rates incorporated herein by reference and attached as Exhibit B. (d). Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original government contract, the Consultant agrees that it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Contract is Marisol Ordonez; Purchasing Manager; Finance -Purchasing Division; City Hall; City of Sanford, Florida; 300 North Park Avenue; Sanford, Florida 32771, telephone number 407.688.5028, facsimile transmittal number 407.688.5021 and whose e-mail address is Marisol.ordonez@sanfordfl.gov. (e). Notwithstanding anything in the original government contract to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court of appropriate jurisdiction. The law of Florida shall control any dispute between the parties 2 arising out of or related to this Contract, the performance thereof or any products or services delivered pursuant to such Contract. (f). Notwithstanding any other provision in the original government contract to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non-binding mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole County, Florida, with the parties bearing the costs of their own legal fees with respect to any dispute resolution, including litigation. (g). All the services to be provided or performed shall be in conformance with commonly accepted industry and professional codes and standards, standards of the City, and the laws of any Federal, State or local regulatory agency. (h). IF THE CONTRACTOR/CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S (CONSULTANT'S) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI HOUCHIN, CITY CLERK, CMC, FCRM, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 327711 TRACI.HOUCHIN@SANFORDFL.GOV. (11). In order to comply with Section 119.0701, Florida Statutes, public 3 records laws, the Consultant must: (A). Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. (B). Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (C). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (D). Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Consultant upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. (III). If the Consultant does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (IV). Failure by the Consultant to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. The Consultant shall promptly provide the City with a copy of any request to inspect or copy public records in possession of the Consultant and shall promptly provide the City with a copy of the Consultant's response to each such request. (i). All other provisions in the original government contract are fully binding on the parties and will represent the agreement between the City and the Consultant. 4 Entered this rda Y of Wnm' 'K- 2018. Attest: Ar. J"— Amanda Sullivan, JD Contracts Specialist SKaufman 10/31/2018 BCunningham Attest: raic, -V M Traci Hou'chin, CIVIC, FCRM City Clerk Approved as to form and legal s Jones, Edmunds & Associates, Inc., a Florida corporation. By: Stanl—eyy F"-r'erreira, Jr., PE President & CEO Date:128 .0i City Of Sanford By: Norton N. Bonapar e Jr. Q-4NALinmnszr Exhibit "A" CONTINUING CONTRACT FOR RFQ 14-95 GEOGRAPHIC INFORMATION SYSTEMS (GIS) AND TECHNOLOGY SERVICES ST. JOHNS COUNTY, FLORIDA MASTER CONTRACT 14 -MAS -JON -05573 This Contract is made as of the day of:1r..�� a� _,2014, by and between the Board of County Commissioners of St. Johns County, Florida, hereinafter referred to as the COUNTY, and Jones Edmunds & Associates Inc. [] an individual, [X] a corporation, [] a partnership, authorized to do business in the State of Florida, hereinafter referred to as the CONSULTANT, whose address is: 730 NE Waldo Road, Gainesville FL 32641; Phone (352) 377.5821; Fax (352) 377.3166 In consideration of the mutual promises contained herein, the COUNTY and the CONSULTANT agree as follows: ARTICLE 1— CONTRACT DOCMENTS The term CONTRACT DOCUMENTS means and includes the following: 1. RFQ DOCUMENTS AND ALL, ADDENDA (EXHIBIT A) 2. CONSULTANT'S RESPONSE TO RFQ AND PROPOSAL (EXHIBIT B) 3. CONTINUING CONTRACT AGREEMENT NUMBER 14 -MAS -JON -05573 4. ATTACHMENTS 5. NOTICE OF AWARD 6. INSURANCE CERTIFICATES 7. CONSULTANT PERFORMANCE REVIEW 8. TASK ORDERS 9. CHANGE ORDERS 10. AMENDMENTS 11. CONSUL'TANT'S RATE SHEET/ FEE SCHEDULE (EXHIBIT C) ARTICLE 2 — SERVICES a. The CONSULTANT's responsibility under this Contract is to provide professional and consultation services as set forth in Exhibits A and B in the area of Geographic Information Systems (GIS) and Technology Services for St. Johns County on an as -needed basis for the duration of this Contract (the Services). The scope of such Services shall be detailed and performed in accordance with the provisions of a Task Order issued by the County for each project, and subject to the terms and conditions contained in the Contract Documents. Each Task Order issued under this Contract shall identify a representative of the COUNTY who shall provide direction to CONSULTANT in connection with services performed under the Task Order (the County Representative). b. The CONSULTANT shall perform the Services under the general direction of the County Representative. c. For each project, the CONSULTANT shall submit to the County Representative a detailed scope of work, a detailed cost estimate, and a project schedule on the CONSULTANT's letterhead. If a subcontractor is performing any work related to the Services, then the CONSULTANT shall submit documentation of the subcontractor's services and fees. ARTICLE 3 — SCHEDULE - The COUNTY and the CONSULTANT shall mutually approve each project schedule. Upon mutual approval, the project schedule shall be attached to and incorporated into each Task Order. ARTICLE 4 — COMPENSATION and BILLINGANVOICING a. The COUNTY shall pay as compensation to the CONSULTANT for services satisfactorily performed, in accordance with the terms, rates and fees provided in each Task Order issued. b. It is expressly understood that the CONSULTANT's compensation is based upon the CONSULTANT adhering to performance of the Services detailed in the Contract Documents. As such, the CONSULTANT's compensation is dependent upon satisfactory performance and delivery of all work product and deliverables noted in the Contract Documents. c. To the extent that the CONSULTANT is not in violation with any material aspect of this Agreement, and has not received a notice of termination of this Contract from the County, then the CONSULTANT may bill the County in accordance with the payment schedule provided in each issued Task Order. d. Although there is no billing form or format pre -approved by either the COUNTY, or the CONSULTANT, bills submitted by the CONSULTANT shall reference this Contract, the applicable Task Order number and a detailed written report of the work completed in connection with the Services. A sample billing form is attached to this Contract as EXI IIBIT D. The CONSULTANT is not required to use the sample billing form; however, if a bill from the CONSULTANT does not contain sufficient information to connect it to work performed pursuant to this agreement, the County may return the bill to the CONSULTANT, and request additional documentation or information. Under such circumstances, the timeframe for payment will be extended by the time necessary to receive a verified bill. e. Bills shall be delivered to the County Representative unless the County Representative directs the CONSULTANT in writing to deliver the bills elsewhere. f. Upon receipt and verification of the CONSULTANT's bill, the County shall process the bill, and forward payment to the CONSULTANT within thirty (30) days of verification. g. In order for both parties to close their books and records, the CONSULTANT shall clearly state "Final Invoice" on the CONSULTANT's final billing to the COUNTY for any Task Order issued under this Contract, and indicate that all Services under that Task Order have been performed, all charges and costs for the Task Order have been invoiced to St. Johns County, and there is no further work to be performed under the Task Order. h. Acceptance of the final payment by the CONSULTANT shall constitute a release of all claims against the COUNTY arising from this Contract. i. Labor Unit rates established on the Effective Date of this Contact may be adjusted once annually and shall be reflected in the first Task Order issued after each anniversary date (12 calendar months) of this Contract. The reference index used to determine the amount of rate adjustment shall be the Bureau of Labor Statistics unadjusted Consumer Price Index for all items for All Urban Consumers (CPI-U), U. S. City Average, published immediately prior to the contract anniversary date. The current index, June, 2014 is 238.343. AR'T'ICLE 5 - TRUTH-IN-NEGOTIATION CERTIFICATE - By executing this Contract, the CONSULTANT certifies that the wage rates and other factual unit costs supporting the compensation provided in this Contract are accurate, complete, and current as of the Effective Date of this Contract. Such rates and costs shall be reduced to exclude any significant sums should the COUNTY determine that the rates and costs were increased due to inaccurate, incomplete, or noncurrent wage rates, factual unit costs, or inaccurate representations of fees paid to outside consultants. The COUNTY may exercise its rights under this Article within one (1) year following the end of this Contract. ARTICLE 6 — TERMINATION a. This Agreement may be terminated upon either the COUNTY or the CONSULTANT providing at least thirty (30) days advance written notice to the other party of such notice of termination. Such written notification shall indicate that either the COUNTY or the CONSULTANT intends to terminate this Contract no less than thirty (30) days from the date of notification and shall provide a date of termination. Consistent with other provisions of this Contract, the CONSULTANT shall be compensated for any services or expenses that are both authorized under this Contract and that are performed or accrue up to the termination of this Contract. b. Upon the CONSULTANT's receipt a Notice of Termination by the COUNTY, except as otherwise directed by the COUNTY, the CONSULTANT shall: i. Stop work on the date and to the extent specified; ii. Terminate and settle all orders and subcontracts relating to the performance of the terminated work; iii. Transfer all work in process, completed work, and other material related to the terminated work to the COUNTY; and iv. Continue and complete all parts of the work that have not been terminated. ARTICLE. 7 — PERSONNEL a. The CONSULTANT represents that it has or that it shall secure, at its own expense, all necessary personnel required to perform the Services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the COUNTY. b. All of the Services required hereunder shall be performed by the CONSULTANT or under the CONSULTANT's supervision, and all personnel engaged in performing the Services shall be fully qualified and, if required, authorized or permitted under applicable State and Local law to perform such Services. c. Any changes or substitutions in the CONSULTANT's key personnel, as listed in Exhibit C, must be made known to the COUNTY in accordance with Article 32 of this Contract, and written approval must be granted by the COUNTY before said change or substitution may become effective. d. The CONSULTANT agrees that all Services shall be performed by skilled and competent personnel in a manner consistent with that degree of care and skill ordinarily used by members of the same profession currently practicing under similar circumstances. ARTICLE 8 — SUBCONTRACTING a. The CONSULTANT shall obtain the COUNTY's consent prior to engaging any subcontractor to perform work under this Agreement. Such consent shall not be unreasonably withheld. The COUNTY reserves the right to accept the use of a subcontractor or to reject the selection of a particular subcontractor and to inspect all facilities of any subcontractors in order to make a determination as to the capability of the subcontractor to perform properly the Services described in this Contract. The CONSULTANT is encouraged to seek minority and women business enterprises for participation in subcontracting opportunities. b. If a subcontractor fails to perform or make progress, as required by this Contract, and it is necessary to replace the subcontractor to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new subcontractor by the COUNTY. ARTICLE 9- FEDERAL AND STATE TAX a. The COUNTY is exempt from payment of Florida State Sales and Use Taxes. The COUNTY shall provide an exemption certificate to the CONSULTANT. The CONSULTANT shall not be exempted from paying tax to their suppliers for materials used to fulfill contractual obligations with the COUNTY, nor is the CONSULTANT authorized to use the COUNTY's Tax Exemption Number in securing such materials. b. The CONSULTANT shall be solely responsible for payment of CONSULTANT's FICA and Social Security benefits with respect to perfornnance under this Contract. ARTICLE 10 - AVAILABILITY OF FUNDS - The CONSULTANT acknowledges that the COUNTY's obligations under this agreement are contingent upon the appropriation of sufficient funds for that purpose by the Board of County Commissioners. Pursuant to the requirements of Section 129.07, Florida Statutes, payment made under this agreement shall not exceed the amount appropriated in the COUNTY's budget for such purpose in that fiscal year. Nothing in this agreement shall create any obligation on the part of the Board of County Commissioners to appropriate such funds for the payment of services provided under this contract during any given fiscal year. ARTICLE 11 - INSURANCE - The CONSULTANT shall not commence work under this Contract until it has obtained all insurance required under this section & such insurance has been approved by the COUNTY. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida. The CONSULTANT shall furnish proof of Insurance to the COUNTY prior to the commencement of operations. The Certificate shall clearly indicate the CONSULTANT has obtained insurance of the type, amount, and classification as required by contract and that no material change or cancellation of the insurance shall be effective without thirty (30) days prior written notice to the COUNTY. Certificates shall specifically include the COUNTY as Additional Insured for all lines of coverage except Workers' Compensation and Professional Liability. A copy of the endorsement must accompany the certificate. Compliance with the foregoing requirements shall not relieve the CONSULTANT of its liability and obligations under this Contract. Certificate Holder Address: St. Johns County, a political subdivision of the State of Florida 500 San Sebastian View St. Augustine, FI 32084 a. Insurance Requirements: The CONSULTANT shall maintain during the life of this Contract, Comprehensive General Liability Insurance with minimum limits of $1,000,000 per occurrence, $2,000,000 aggregate to protect the CONSULTANT from claims for damages for bodily injury, including wrongful death, as well as from claims of property damages which may arise from any operations under this Contract, whether such operations be by the CONSULTANT or by anyone directly employed by or contracting with the CONSULTANT. The CONSULTANT shall maintain during the life of the contract, Professional Liability or Errors and Omissions Insurance with minimum limits of $1,000,000, if applicable. The CONSULTANT shall maintain during the life of this Contract, Comprehensive Automobile Liability Insurance with minimum limits of $2,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT from claims for damages for bodily injury, including the ownership, use, or maintenance of owned and non -owned automobiles, including rented/hired automobiles whether such operations be by the CONSULTANT or by anyone directly or indirectly employed by a CONSULTANT. The CONSULTANT shall maintain Umbrella or Excess Liability Insurance covering workers compensation, commercial general liability and business auto liability with minimum limits of liability of $1,000,000. The CONSULTANT shall maintain during the life of this Contract, adequate Workers' Compensation Insurance in at least such amounts as are required by the law for all of its employees. b. in the event of unusual circumstances, the County Administrator, or his designee, may adjust the insurance requirements contained herein. In such event, the COUNTY shall provide written notice of the required adjustment to the CONTRACTOR as provided in Article 32 of this Contract. ARTICLE 12 — INDEMNIFICATION - The CONSULTANT shall indemnify & hold harmless the COUNTY, & its officers & employees, from liabilities, damages, losses, & cost, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT & other persons employed or utilized by the CONSULTANT in the performance of this Contract. Said indemnification shall apply to any legal, equitable, or administrative action arising under this agreement, including any alternative dispute resolution proceeding. ARTICLE 13 - SUCCESSORS AND ASSIGNS - The COUNTY and the CONSULTANT each binds itself and its partners, successors, executors, administrators and assigns to the other party of this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as above, neither the COUNTY nor the CONSULTANT shall assign, sublet, convey or transfer its interest in this Contract without the written consent of the other. Nothing herein shalt be construed as creating any personal liability on the part of any officer or agent of the COUNTY which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the COUNTY and the CONSULTANT. ARTICLE 14 — REMEDIES - No remedy herein conferred upon any party is intended to be exclusive or any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or nor or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party or any right, power, or remedy hereunder shall preclude any other or further exercise thereof. In any action brought by either party for the enforcement of the obligations of the other party, the prevailing party shall be entitled to recover reasonable attorney's fees. ARTICLE 15 - CONFLICT OF INTEREST - The CONSULTANT represents that it presently has no interest & shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. The CONSULTANT further represents that no person having any interest shall be employed for said performance. The CONSULTANT shall promptly notify the COUNTY in writing by certified mail of all potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the CONSULTANT's judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the CONSULTANT may undertake and request an opinion of the COUNTY, whether such association, interest, or circumstance constitutes a conflict of interest if entered into by the CONSULTANT. The COUNTY agrees to notify the CONSULTANT of its opinion by certified mail within 30 days of receipt of notification by the CONSULTANT. If, in the opinion of the COUNTY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the CONSULTANT, the COUNTY shall so state in the notification & the CONSULTANT shall, at his/her option enter into said association, interest or circumstance & it shall be deemed not in conflict of interest with respect to services provided to the COUNTY by the CONSULTANT under the terms of this Contract. ARTICLE 16 - EXCUSABLE DELAYS - The CONSULTANT shall not be considered in default by reason of any delay in performance if such delay arises out of causes reasonably beyond the CONSULTANT's control and without its fault or negligence. Such cases may include, but are not limited to: acts of God; the COUNTY's emissive and commissive failures; natural or public health emergencies; freight embargoes; and severe weather conditions If delay is caused by the failure of the CONSULTANT's subcontractor(s) to perform or make progress, and if such delay arises out of causes reasonably beyond the control of the CONSULTANT and its subcontractor(s) and is without the fault or negligence of either of them, the CONSULTANT shall not be deemed to be in default. Upon the CONSULTANT's request, the COUNTY shall consider the facts and extent of any delay in performing the work and, if the CONSULTANT's failure to perform was without its fault or negligence, the Contract Schedule and any other affected provision of this Contract shall be revised accordingly; subject to the COUNTY's right to change, terminate, or stop any or all of the Work at any time. ARTICLE 17 — ARREARS - The CONSULTANT shall not pledge the COUNTY's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The CONSULTANT further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Contract. ARTICLE, 18 - DISCLOSURE AND OWNERSHIP OF DOCUMENTS - The CONSULTANT shall deliver to the COUNTY for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials prepared by and for the COUNTY under this Contract. All written and oral information not in the public domain or not previously known, and all information and data obtained, developed, or supplied by the COUNTY or at its expense shall be kept confidential by the CONSULTANT and shall not be disclosed to any other party, directly or indirectly, without the COUNTY's prior written consent unless required by a lawful order. All drawings, maps, sketches, and other data developed, or purchased under this Contract or at the COUNTY's expense shall be and shall remain COUNTY property and may be reproduced and reused at the discretion of the COUNTY. The COUNTY and the CONSULTANT shall comply with the provisions of Chapter 119, Florida Statutes (Public Records Law). All covenants, agreements, representations and warranties made herein, or otherwise made in writing by any party pursuant hereto, including but not limited to any representations made herein relating to disclosure or ownership of documents, shall survive the execution and delivery of this Contract and the consummation of the transactions contemplated hereby. ARTICLE 19 — PUBLIC RECORDS a. Tile cost of reproduction, access to, disclosure, non -disclosure, or exemption of records, data, documents, and/or materials, associated with this Agreement shall be subject to the applicable provisions of the Florida Public Records Law (Chapter 119, Florida Statutes), and other applicable State and Federal provisions. Access to such public records, may not be blocked, thwarted, and/or hindered by placing the public records in the possession of a third party, or an unaffiliated party. b. In accordance with Florida law, to the extent that the CONSULTANT's performance under this Agreement constitutes an act on behalf of the County, the CONSULTANT shall provide access to all public records made or received by the CONSULTANT in conjunction with this Agreement. Specifically, if the CONSULTANT is expressly authorized, and acts on behalf of the County under this Agreement, the CONSULTANT shall: (1) keep and maintain public records that ordinarily and necessarily would be required by the County in order to perform the services described herein; (2) provide the public with access to public records related to this Agreement on the same terms and conditions that the County would provide the records, and at a cost that does not exceed the costs provided in Chapter 119, Florida States, or as otherwise provided by applicable law; (3) ensure that public records related to this Agreement that are exempt or confidential and exempt from public disclosure are not disclosed except as authorized by applicable law; and (4) meet all requirements for retaining public records, and transfer at the CONSULTANT's sole cost and expense, all public records in the possession of the CONSULTANT upon termination of this Agreement. The CONSULTANT shall destroy any duplicate records that are exempt or confidential and exempt from public disclosure requirements in accordance with applicable State and Federal provisions. Any public records stored electronically must be provided to the County in a format that is compatible with information technology systems maintained by the County. o, Failure by the CONSULTANT to grant such public access shall be cause for unilateral termination of this Agreement by the County. The CONSULTANT shall promptly provide the County notice of any request to inspect or copy public records related to this Agreement in the CONSULTANT'S possession and shall promptly provide the County a copy of the CONSULTANT's response to each such request. ARTICLE 20 - INDEPENDENT CONTRACTOR RELATIONSHIP - The CONSULTANT is, and shall be, in the performance of all work services and activities under this Contract, and Independent Contractor, and not an employee, agent, or servant of the COUNTY. All persons engaged in any of the work or services performed pursuant to this Contract shall at all times and in all places be subject to the CONSULTANT's sole direction, supervision, and control. The CONSULTANT shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the CONSULTANT's relationship and the relationship of its employees to the COUNTY shall be that of an Independent Contractor and not as employees or agents of the COUNTY. The CONSULTANT does not have the power or authority to bind the COUNTY in any promise, agreement or representation other than specifically provided for in this agreement. ARTICLE 21 - CONTINGENT FEES — Pursuant to the requirements of Section 287.055(6), Florida Statutes, the CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this Contract and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other.than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Contract. Violation of this Article shall be grounds for termination of this Contract. If this Contract is terminated for violation of this Article, the COUNTY may deduct from the CONSULTANT's compensation, or otherwise recover, the full amount of such fee, commission, percentage, gift, or other consideration. ARTICLE 22 - ACCESS AND AUDITS - The CONSULTANT shall maintain adequate records to justify all charges, expenses, and costs incurred in performing the Services for at least three (3) years after completion of this Contract. The COUNTY shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during normal business hours, at the COUNTY's cost, upon five (5) days written notice. ARTICLE 23 — NONDISCRIMINATION - The CONSULTANT warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, physical handicap, sex, age or national origin. ARTICLE 24 - ENTIRETY OF CONTRACTUAL AGREEMENT - The COUNTY & the CONSULTANT agree that the Contract Documents identified in Article 1 of this document set forth the entire agreement between the parties, & that there are no promises or understandings other than those stated herein. This contract shall be in effect for three 3 years from the day of acceptance by the County, & may be extended after negotiations with the CONSULTANT, if approved by the County for three 3 additional one year increments. None of the provisions, terms & conditions contained in this contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. ARTICLE 25 - ENFORCEMENT COSTS - If any legal action or other proceeding is brought for the enforcement of this Contract, or.because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Contract, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all reasonable expenses even if not taxable as court costs (including, without limitation, all such reasonable fees, costs and expenses incident to appeals), incurred in that action or proceedings, in addition to any other relief to which such party or parties may be entitled. ARTICLE 26 - AUTHORITY TO PRACTICE. - The CONSULTANT hereby represents and warrants that it has and shall continue to maintain all license and approvals required to conduct business, and that it shall at all times conduct its business activities in a reputable mariner. ARTICLE 27 — SEVERABILITY - If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Contract, or the application of such items or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law. ARTICLE 28 - AMENDMENTS AND MODIFICATIONS - No Task Orders or modifications of this Contract shall be valid unless in writing and signed by each of the parties. All amendments and modifications shall be in the form of a Change Order or Task Order. The COUNTY reserves the right to make changes in the Services, including alterations, reductions therein or additions thereto. Upon receipt by the CONSULTANT of the COUNTY's notification of a contemplated change, the CONSULTANT shall (1) if requested by the COUNTY, provide an estimate for the increase or decrease in cost due to the contemplated change, (2) notify the COUNTY of any estimated change in the completion date, and (3) advise the COUNTY in writing if the contemplated change shall effect the CONSULTANT's ability to meet tie completion dates or schedules of this Contract. If the COUNTY so instructs in writing, the CONSULTANT shall suspend work on that portion of the Services affected by a contemplated change, pending the COUNTY's decision to proceed with the change. If the COUNTY elects to make the change, the COUNTY shall issue a Task Order Amendment for changes to a task in progress or a contract change order if the original contract is be changed or amended & the CONSULTANT shall not commence work on any such change until such written Task Order or change order has been issued and signed by each of the parties. ARTICLE 24 - ENUMERATION OF CONTRACT DOCUMENTS - The Contract Documents, except for modifications issued after execution of this Agreement, shall be enumerated in each Task Order. ARTICLE 30 - FLORIDA LAW - This Contract shall be governed by the laws of the State of Florida. Venue for, any legal, equitable, or administrative action arising under this Contract shall lie exclusively in St. Johns County. ARTICLE 31 — ARBITRATION - The COUNTY shall not be obligated to arbitrate or permit any arbitration binding on the COUNTY under any of the Contract Documents or in connection with the project in any manner whatsoever. However, nothing shall prevent the COUNTY from engaging in binding arbitration in connection with this Contract if it chooses to do so. ARTICLE 32— NOTICE - Except as otherwise provided in this Contract, all notices required in this Contract shall be sent by United States Postal Service, and if sent to the COUNTY shall be mailed to: St. Johns County Purchasing Department Attn: Bridget Mein, Contracts Coordinator 500 San Sebastian View St. Aueustine. Florida 32084 and if sent to the CONSULTANT shall be mailed to: Jones Edmunds & Associates Inc 730 NF.. Waldo Road Gainesville, FL 32641 Attn: Mark Nelson V.P. ARTICLE 33 — HEADINGS - The headings preceding the several articles and sections hereof are solely for convenience of reference and shall not constitute a part of this Contract or affect its meaning, construction or effect. ARTICLE 34 — EFFECT OF FAILURE TO INSIST ON STRICT COMPLIANCE WITH CONDITIONS —The failure of either party to insist upon strict performance of any provision set forth in the Contract Documents, or any Task Order issued pursuant to this Contract, shall not be construed as a waiver of such provision on any subsequent occasion. ARTICLE 35 — TIME - Time is of the essence with respect to this Contract IN WITNESS WRBKS0P the Board ofCounty Commissioners ofSt. Joh s County, Florida lias made and executed tilis Contract oil tehalfoFthe COUNTY and CON8ULTANThoyhereunto Iiis/her hand tile day and COUNTY CONSULTANT ?'POR' St. jolins County, Florida ea (Typed Name) SEAL `---------''`~-~~~'^'^_ � ~1g74 � Dawn Cardenas, Purcliasing Manager Printed Name &Title Date of Lixecution CheryjSvickland, Clerk Of COUrts Deputy Clerk Date of' Execution Kenneth S. Vogel, PE / Senior Vice PresidentPrinted Narne & Title� 5at4l' e )It io I I I-o�u|ySuf§oi � > s o0 St. Johns County Board of County Commissioners E~ a Purchasing Division September 16, 2016 CONTRACT AMENDMENT RFQ 14-95; Geographic Information Systems (GIS) and Technology Services Master Contract No. 14 -MAS -JON -05573 Amendment #1 Jones Edmunds & Associates, Inc. 730 NE Waldo Road Gainesville, FL 32641 Contract Amendment #1 is hereby issued to amend the above referenced contract agreement as follows: 1. Add the following new job classification to the master contract: "Systems Analyst" billed at $123.75/hr. With the exception of the amendment stated above, all work performed shall be in accordance with all terms, conditions and specifications of the Contract Documents under RFQ 14-95 and the Master Contract Agreement dated November 4, 2014. All amendments issued thereafter, including this Contract Amendment, shall remain in full force and effect. By signing below, the Consultant indicates acceptance of the above stated amendments. Upon full execution, this amendment shall become a Contract Document with full force and effect throughout the duration of the Contract. of AuthorizegSt. JOU County Representative Printed Name and Title of St. Johns County Representative Signature of ConsultanO Representative ICenneth S. Vogel, PE, Managing Director / Senior Vice President Printed Name and Title of Consultant Representative End of Amendment #1 Date 3 16 Date ST. JOHK. ' 0NT{Y I 1(al{i 500 San Sebastian View, St. Augustine, FL 32084 1 P: 904.209.0150 1 F: 904.209.0151 www.sjcft.us St. Johns County Board of County Coin in iSSi8npIS CONTRACT AMENDMENT NO: 02 RRQNo: 14-95GIS Systems and Technology Services Master Contract No: 14'K4AS-JON-D5573 Consultant: Jones Edmunds & Associates, Inc. 7]ONGWaldo Road Gainesville, FL3Z641 Date: October 27,Z017 ' Purchasing Division Contract Amendment No: OZ is hereby issued to amend the above referenced Master Contract as I. Contract Renewal Option 1of3bhereby being exercised by St. Johns County. 2. The contract time bhereby extended homNovember4'lO17foraperiodofone(1)year and shall expire at 11:59prn Eastern Daylight Saving Time (EDST) on November 3, 2018. 3. Noincreases tothe Consultant's rates are granted bythis Amendment. St. Johns County shall compensate the vendor based upon the terms as stated in the Master Contract dated November 4,ZO14. With the exception ufthe amendments, changes, modifications and revisions noted inthis Amendment, all other terms and conditions contained in the Master Contract, as previously amended, shall remain in full force and effect. The County and the Consultant acknowledge that any further changes, amendments, modifications or revisions to the Contract shall be in vvhdng and executed by duly authorized representatives of each party. In Witness VVhereof, authorized representatives of the County, and Consultant have executed this Amendment onthe dates below noted, Sig of Count�Ryes)ntative Date Jaime T. Locklear, MPA, CPPB, FCCM — Assistant Purchasing Manager Printed, Name & Title — County Representative 5TJOHNS COUNTY NOV ?. 0 17 Signature of Consultant Repres4ntative Date Kenneth S. Vogel, P.E. 8en�rV�eP/�mdenU&Men � DirectorPURCHASING�u Printed Name &Title End of Amendment No: OZ 5(m30n6CIu*iMn\lm�St. Au�/g{w;FL}Z0:uiP:904�2n/0|50|F:90-42093|S| tvw=.sic8/a St. Johns County Board of County Commissioners Purchasing Division CONTRACT AMENDMENT No: 03 RFQ No: 14-95; Geographic Information Systems (GIS) and Technology Services Master Contract No: 14 -MAS -JON -05573 Consultant: Jones Edmunds & Associates, Inc. 730 NE Waldo Road Gainesville, FL 32641 Dater August 27, 2018 Contract Amendment No: 03 is hereby issued to amend the above referenced Master Contract as follows: 1. Contract Renewal Option 2 of 3 is hereby being exercised by St. Johns County. 2. The contract time is hereby extended for a period of one (1) year, from November 4, 2018 through and until 11:59 p.m. Eastern Standard Time (EST) on November 3, 2019. 3. No increases to the Consultant's rates are granted by this Amendment. St. Johns County shall compensate the vendor based upon the terms as stated in the Master Contract dated November 4, 2014. With the exception of the amendments, changes, modifications and revisions noted in this Amendment, all other terms and conditions contained in the Master Contract, as previously amended, shall remain in full force and effect. The County and the Consultant acknowledge that any further changes, amendments, modifications or revisions to the Contract shall be in writing and executed by duly authorized representatives of each party. In Witness Whereof, authorized representatives of the County, and Consultant have executed this Amendment on the dates below noted. Sighature,qflC6gnty hepresentative D� tie Leigh Daniels, CPPB — Procurement Supervisor/Acting Purchasing Manager Printed ame & Title — County Representative August 31, 2018 Signature o on Itant Representative Date Stanley F. Ferreira, Jr., PE, President & CEO Printed Name &Title -W End of Amendment No: 03 500 San Sebastian View, St. Augustine, FL 32084 1 P: 904.209.0150 1 F: 904.209.0151 www.sjcfl.us Integrity - Knowledge - Service 2018 Standard Hourly Rates La Project Officer Hourly Rate $ 250 Senior Project Manager $ 225 Project Manager $ 170 Chief Engineer or Scientist $ 225 Senior Engineer $ 215 Senior. Scientist $ 160 Project Engineer $ 170 Project Scientist $ 150 Engineer or Scientist $ 130 Enqineer Intern (PhD) $ 120 Engineer Intern or Associate Scientist $ 100 Designer $ 120 Senior CADD Designer $ 115 Senior CADD Technician $ go Systems Analyst $ 160 Senior GIS Analyst or Senior GIS Programmer $ 130 GIS Analyst or Programmer $ 100 Senior GIS Technician $ 80 GIS Technician $ 70 Senior Database Administrator $ 165 Database Administrator $ 130 Environmental Data Analyst $ 90 Senior Field Technician Environmental $ 95 Field Technician Environmental $ 85 Senior Construction Administrator $ 155 Construction Administrator $ 120 Senior Field Representative Construction $ 105 Field Representative Construction $ 85 Construction Project Coordinator $ 70 Senior Administrative Assistant $ 85 Administrative Assistant $ 65 Senior Technical Editor $ 110 Travel — Company Vehicle — $0.60/rni|e plus 1596 Travel — Personal Vehicle — IRS Standard Mileage Rate plus 15% Subconsultants — Cost plus 15% Rates Effective January 1,2018 800237]053 1 JONESEDkAUNDSIDk8 Exhibit "A" CONTINUING CONTRACT FOR RFQ 14-95 GEOGRAPHIC INFORMATION SYSTEMS (GIS) AND TECHNOLOGY SERVICES ST. JOHNS COUNTY, FLORIDA MASTER CONTRACT 14 -MAS -JON -05573 This Contract is made as of the t=' day of A010,,,,b a- , 2014, by and between the Board of County Commissioners of St. Jahns County, Florida, hereinafter referred to as the COUNTY, and Jones Edmunds & Associates Inc. [] an individual, [X] a corporation, [] a partnership, authorized to do business in the State of Florida, hereinafter referred to as the CONSULTANT, whose address is: 730 NE Waldo Road Gainesville,_FL 32641; Phone (352) 377.5821; Fax (352) 377.3166. In consideration of the mutual promises contained herein, the COUNTY and the CONSULTANT agree as follows: ARTICLE 1— CONTRACT DOCMENTS The term CONTRACT DOCUMENTS means and includes the following: I . RFQ DOCUMENTS AND ALL ADDENDA (EXHIBIT A) 2. CONSULTANT'S RESPONSE TO RFQ AND PROPOSAL (EXHIBIT B) 3. CONTINUING CONTRACT AGREEMENT NUMBER 14 -MAS -JON -05573 4. ATTACHMENTS 5. NOTICE OF AWARD 6. INSURANCE CERTIFICATES 7. CONSULTANT PERFORMANCE REVIEW 8. TASK ORDERS 9. CHANGE ORDERS 10. AMENDMENTS IL CONSULTANT'S RATE SHEET / FEE SCHEDULE (EXHIBIT C) ARTICLE 2— SERVICES a. The CONSULTANT's responsibility under this Contract is to provide professional and consultation services as set forth in Exhibits A and B in the area of Geographic Information Systems (GiS) and Technology Services for St. Johns Countv on an as -needed basis for the duration of this Contract (the Services). The scope of such Services shall be detailed and performed in accordance with the provisions of a Task Order issued by the County for each project, and subject to the terms and conditions contained in the Contract Documents. Each Task Order issued under this Contract shall identify a representative of the COUNTY who shall provide direction to CONSULTANT in connection with services performed under the Task Order (the County Representative). b. The CONSULTANT shall perform the Services under the general direction of the County Representative. c. For each project, the CONSULTANT shall submit to the County Representative a detailed scope of work, a detailed cost estimate, and a project schedule on the CONSULTANT's letterhead. If a subcontractor is performing any work related to the Services, then the CONSULTANT shall submit documentation of the subcontractor's services and fees. ARTICLE 3 — SCHEDULE - The COUNTY and the CONSULTANT shall mutually approve each project schedule. Upon mutual approval, the project schedule shall be attached to and incorporated into each Task Order. ARTICLE 4 — COMPENSATION and BI LLING/INVOICING a. The COUNTY shall pay as compensation to the CONSULTANT for services satisfactorily performed, in accordance with the terms, rates and fees provided in each Task Order issued. b. It is expressly understood that the CONSULTANT's compensation is based upon the CONSULTANT adhering to performance of the Services detailed in the Contract Documents. As such, the CONSULTANT's compensation is dependent upon satisfactory performance and delivery of all work product and deliverables noted in the Contract Documents., c. To the extent that the CONSULTANT is not in violation with any material aspect of this Agreement, and has not received a notice of termination of this Contract from the County, then the CONSULTANT may bill the County in accordance with the payment schedule provided in each issued Task Order. d. Although there is no billing form or format pre -approved by either the COUNTY, or the CONSULTANT, bills submitted by the CONSULTANT shall reference this Contract, the applicable Task Order number and a detailed written report of the work completed in connection with the Services. A sample billing form is attached to this Contract as EXHIBIT D. The CONSULTANT is not required to use the sample billing form; however, if a bill from the CONSULTANT does not contain sufficient information to connect it to work performed pursuant to this agreement, the County may return the bill to the CONSULTANT, and request additional documentation or information. Under such circumstances, the timeframe for payment will be extended by the time necessary to receive a verified bill. e. Bills shall be delivered to the County Representative unless the County Representative directs the CONSULTANT in writing to deliver the bills elsewhere. f. Upon receipt and verification of the CONSULTANT's bill, the County shall process the bill, and forward payment to the CONSULTANT within thirty (30) days of verification. g. In order for both parties to close their books and records, the CONSULTANT shall clearly state "Final Invoice" on the CONSULTANT's final billing to the COUNTY for any Task Order issued under this Contract, and indicate that all Services under that Task Order have been performed, all charges and costs for the Task Order have been invoiced to St. Johns County, and there is no further work to be performed under the Task Order. h. Acceptance of the final payment by the CONSULTANT shall constitute a release of all claims against the COUNTY arising from this Contract. i. Labor Unit rates established on the Effective Date of this Contract may be adjusted once annually and shall be reflected in the first Task Order issued after each anniversary date (12 calendar months) of this Contract. The reference index used to determine the amount of rate adjustment shall be the Bureau of Labor Statistics unadjusted Consumer Price Index for all items for All Urban Consumers (CPI-U), U. S. City Average, published immediately prior to the contract anniversary date. The current index, June, 2014 is 238.343. ARTICLE .5 - TRUTH-IN-NEGOTIATION CERTIFICATE - By executing this Contract, the CONSULTANT certifies that the wage rates and other factual unit costs supporting the compensation provided iii this Contract are accurate, complete, and current as of the Effective Date of this Contract. Such rates and costs shall be reduced to exclude any significant sums should the COUNTY determine that the rates and costs were increased due to inaccurate, incomplete, or noncurrent wage rates, factual unit costs, or inaccurate representations of fees paid to outside consultants. The COUNTY may exercise its rights under this Article within one (1) year following the end of this Contract. ARTICLE 6 — TERMINATION a. This Agreement may be terminated upon either the COUNTY or the CONSULTANT providing at least thirty (30) days advance written notice to the other party of such notice of termination. Such written notification shall indicate that either the COUNTY or the CONSULTANT intends to terminate this Contract no less than thirty (30) days from the date of notification and shall provide a date of termination. Consistent with other provisions of this Contract, the CONSULTANT shall be compensated for any services or expenses that are both authorized under this Contract and that are performed or accrue up to the termination of this Contract. b. Upon the CONSULTANT's receipt a Notice of Termination by the COUNTY, except as otherwise directed by the COUNTY, the CONSULTANT shall: i. Stop work on the date and to the extent specified; ii. Terminate and settle all orders and subcontracts relating to the performance of the terminated work; iii. Transfer all work in process, completed work, and other material related to the terminated work to the COUNTY; and iv. Continue and complete all parts of the work that have not been terminated. ARTICLE 7 — PERSONNEL a. The CONSULTANT represents that it has or that it shall secure, at its own expense, all necessary personnel required to perform the Services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the COUNTY. b. All of the Services required hereunder shall be performed by the CONSULTANT or under the CONSULTANT's supervision, and all personnel engaged in performing the Services shall be fully qualified and, if required, authorized or permitted under applicable State and Local law to perform such Services. c. Any changes or substitutions in the CONSULTANT's key personnel, as listed in Exhibit C, must be made known to the COUNTY in accordance with Article 32 of this Contract, and written approval must be granted by the COUNTY before said change or substitution may become effective. d. The CONSULTANT agrees that all Services shall be performed by skilled and competent personnel in a manner consistent with that degree of care and skill ordinarily used by members of the same profession currently practicing under similar circumstances. ARTICLE 8 — SUBCONTRACTING a. The CONSULTANT shall obtain the COUNTY's consent prior to engaging any subcontractor to perform work under this Agreement. Such consent shall not be unreasonably withheld. The COUNTY reserves the right to accept the use of a subcontractor or to reject the selection of a particular subcontractor and to inspect all facilities of any subcontractors in order to make a determination as to the capability of the subcontractor to perform properly the Services described in this Contract. The CONSULTANT is encouraged to seek minority and women business enterprises for participation in subcontracting opportunities. b. If a subcontractor fails to perform or make progress, as required by this Contract, and it is necessary to replace the subcontractor to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new subcontractor by the COUNTY. ARTICLE 9 - FEDERAL AND STATE TAX a. The COUNTY is exempt fiom payment of Florida State Sales and Use Taxes. The COUNTY shall provide an exemption certificate to the CONSULTANT. The CONSULTANT shall not be exempted from paying tax to their suppliers for materials used to fulfill contractual obligations with the COUNTY, nor is the CONSULTANT authorized to use the COIJNTY's "fax Exemption Number in securing such materials. b. The CONSULTANT shall be solely responsible for payment of CONSULTANT's FICA and Social Security benefits with respect to performance under this Contract. ARTICLE 10 - AVAILABILITY OF FUNDS - The CONSULTANT acknowledges that the COUNTY's obligations under this agreement are contingent upon the appropriation of sufficient funds for that purpose by the Board of County Commissioners. Pursuant to the requirements of Section 129.07, Florida Statutes, payment made under this agreement shall not exceed the amount appropriated in the COUNTY's budget for such purpose in that fiscal year. Nothing in this agreement shall create any obligation on the part of the Board of County Commissioners to appropriate such funds for the payment of services provided under this contract during any given fiscal year. ARTICLE 11 - INSURANCE - The CONSULTANT shall not commence work under this Contact until it has obtained all insurance required under this section & such insurance has been approved by the COUNTY. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida. The CONSULTANT shall furnish proof of Insurance to the COUNTY prior to the commencement of operations. The Certificate shall clearly indicate the CONSULTANT has obtained insurance of the type, amount, and classification as required by contract and that no material change or cancellation of the insurance shall be effective without thirty (30) days prior written notice to the COUNTY. Certificates shall specifically include the COUNTY as Additional bisured for all lines of coverage except Workers' Compensation and Professional Liability. A copy of the endorsement must accompany the certificate. Compliance with the foregoing requirements shall not relieve the CONSULTANT of its liability and obligations under this Contact. Certificate Holder Address: St. Johns County, a political subdivision of the State of Florida 500 San Sebastian View St. Augustine, Fl 32084 a. Insurance Requirements: The CONSULTANT shall maintain during the life of this Contract, Comprehensive General Liability Insurance with minimum limits of $1,000,000 per occurrence, $2,000,000 aggregate to protect the CONSULTANT from claims for damages for bodily injury, including wrongful death, as well as from claims of property damages which may arise from any operations under this Contract, whether such operations be by the CONSULTANT or by anyone directly employed by or contracting with the CONSULTANT. The CONSULTANT shall maintain during the life of the contract, Professional Liability or Errors and Omissions Insurance with minimum limits of $1,000,000, if applicable. The CONSULTANT shall maintain during the life of this Contract, Comprehensive Automobile Liability Insurance with minimum limits of $2,000,000 combined single limit for bodily injury and property damage liability to protect the CONSULTANT from claims for damages for bodily injury, including the ownership, use, or maintenance of owned and non -owned automobiles, including rented/hired automobiles whether such operations be by the CONSULTANT or by anyone directly or indirectly employed by a CONSULTANT. The CONSULTANT shall maintain Umbrella or Excess Laiability Insurance covering workers compensation, commercial general liability and business auto liability with minimum limits of liability of $1,000,000. The CONSULTANT shall maintain during the life of this Contract, adequate Workers' Compensation Insurance in at least such amounts as are required by the law for all of its employees. b. In the event of unusual circumstances, the County Administrator, or his designee, may adjust the insurance requirements contained herein. In such event, the COUNTY shall provide written notice of the required adjustment to the CONTRACTOR as provided in Article 32 of this Contract. ARTICLE 12 — INDEMNIFICATION - The CONSULTANT shall indemnify & hold harmless the COUNTY, & its officers & employees, from liabilities, damages, losses, & cost, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT & other persons employed or utilized by the CONSULTANT in the performance of this Contract. Said indemnification shall apply to any legal, equitable, or administrative action arising under this agreement, including any alternative dispute resolution proceeding. ARTICLE 13 - SUCCESSORS AND ASSIGNS - The COUNTY and the CONSULTANT each binds itself and its partners, successors, executors, administrators and assigns to the other party of this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as above, neither the COUNTY nor the CONSULTANT shall assign, sublet, convey or transfer its interest in this Contract without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the COUNTY which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the COUNTY and the CONSULTANT. ARTICLE 14 — REMEDIES - No remedy herein conferred upon any party is intended to be exclusive or any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or nor or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party or any right, power, or remedy hereunder shall preclude any other or further exercise thereof. In any action brought by either party for the enforcement of the obligations of the other party, the prevailing party shall be entitled to recover reasonable attorney's fees. ARTICLE 15 - CONFLICT OF INTEREST - The CONSULTANT represents that it presently has no interest & shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. The CONSULTANT further represents that no person having any interest shall be employed for said performance. The CONSULTANT shall promptly notify the COUNTY in writing by certified mail of all potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the CONSULTANT's judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the CONSULTANT may undertake and request an opinion of the COUNTY, whether such association, interest, or circumstance constitutes a conflict of interest if entered into by the CONSULTANT. The COUNTY agrees to notify the CONSULTANT of its opinion by certified mail within 30 days of receipt of notification by the CONSULTANT. If, in the opinion of the COUNTY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the CONSULTANT, the COUNTY shall so state in the notification & the CONSULTANT shall, at his/her option enter into said association, interest or circumstance & it shall be deemed not in conflict of interest with respect to services provided to the COUNTY by the CONSULTANT under the terms of this Contract. ARTICLE 16 - EXCUSABLE DELAYS - The CONSULTANT shall not be considered in default by reason of any delay in performance if such delay arises out of causes reasonably beyond the CONSULTANT's control and without its fault or negligence. Such cases may include, but are not limited to: acts of God; the COUNTY's emissive and commissive failures; natural or public health emergencies; freight embargoes; and severe weather conditions If delay is caused by the failure of the CONSULTANT's subcontractor(s) to perform or make progress, and if such delay arises out of causes reasonably beyond the control of the CONSULTANT and its subcontractor(s) and is without the fault or negligence of either of them, the CONSULTANT shall not be deemed to be in default. Upon the CONSULTANT's request, the COUNTY shall consider the facts and extent of any delay in performing the work and, if the CONSULTANT's failure to perform was without its fault or negligence, the Contract Schedule and any other affected provision of this Contract shall be revised accordingly; subject to the COUNTY's right to change, terminate, or stop any or all of the Work at any time. ARTICLE 17 — ARREARS - The CONSULTANT shall not pledge the COUNTY's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The CONSULTANT further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Contract. ARTICLE, 18 - DISCLOSURE AND OWNERSHIP OF DOCUMENTS - The CONSULTANT shall deliver to the COUNTY for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials prepared by and for the COUNTY under this Contract. All written and oral information not in the public domain or not previously known, and all information and data obtained, developed, or supplied by the COUNTY or at its expense shall be kept confidential by the CONSULTANT and shall not be disclosed to any other party, directly or indirectly, without the COUNTY's prior written consent unless required by a lawful order. All drawings, maps, sketches, and other data developed, or purchased under this Contract or at the COUNTY's expense shall be and shall remain COUNTY property and may be reproduced and reused at the discretion of the COUNTY. The COUNTY and the CONSULTANT shall comply with the provisions of Chapter 119, Florida Statutes (Public Records Law). All covenants, agreements, representations and warranties made herein, or otherwise made in writing by any party pursuant hereto, including but not limited to any representations made herein relating to disclosure or ownership of documents, shall survive the execution and delivery of this Contract and the consummation of the transactions contemplated hereby. ARTICLE 19 — PUBLIC RECORDS a. The cost of reproduction, access to, disclosure, non -disclosure, or exemption of records, data, documents, and/or materials, associated with this Agreement shall be subject to the applicable provisions of the Florida Public Records Law (Chapter 119, Florida Statutes), and other applicable State and Federal provisions. Access to such public records, may not be blocked, thwarted, and/or hindered by placing the public records in the possession of a third party, or an unaffiliated party. b. In accordance with Florida law, to the extent that the CONSULTANT's performance under this Agreement constitutes an act on behalf of the County, the CONSULTANT shall provide access to all public records made or received by the CONSULTANT in conjunction with this Agreement. Specifically, if the CONSULTANT is expressly authorized, and acts on behalf of the County under this Agreement, the CONSULTANT shall: (1) keep and maintain public records that ordinarily and necessarily would be required by the County in order to perform the services described herein; (2) provide the public with access to public records related to this Agreement on the same terms and conditions that the County would provide the records, and at a cost that does not exceed the costs provided in Chapter 119, Florida States, or as otherwise provided by applicable law; (3) ensure that public records related to this Agreement that are exempt or confidential and exempt from public disclosure are not disclosed except as authorized by applicable law; and (4) meet all requirements for retaining public records, and transfer at the CONSULTANT's sole cost and expense, all public records in the possession of the CONSULTANT upon termination of this Agreement. The CONSULTANT shall destroy any duplicate records that are exempt or confidential and exempt from public disclosure requirements in accordance with applicable State and Federal provisions. Any public records stored electronically must be provided to the County in a format that is compatible with information technology systems maintained by the County. c. Failure by the CONSULTANT to grant such public access shall be cause for unilateral termination of this Agreement by the County. The CONSULTANT shall promptly provide the County notice of any request to inspect or copy public records related to this Agreement in the CONSULTANT's possession and shall promptly provide the County a copy of the CONSULTANT's response to each such request. ARTICLE 20 - INDEPENDENT CONTRACTOR RELATIONSHIP - The CONSULTANT is, and shall be, in the performance of all work services and activities under this Contract, and Independent Contractor, and not an employee, agent, or servant of the COUNTY. All persons engaged in any of the work or services performed pursuant to this Contract shall at all times and in all places be subject to the CONSULTANT's sole direction, supervision, and control. The CONSULTANT shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the CONSULTANT's relationship and the relationship of its employees to the COUNTY shall be that of an Independent Contractor and not as employees or agents of the COUNTY. The CONSULTANT does not have the power or authority to bind the COUNTY in any promise, agreement or representation other than specifically provided for in this agreement. ARTICLE 21 - CONTINGENT FEES — Pursuant to the requirements of Section 287.055(6), Florida Statutes, the CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this Contract and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Contract. Violation of this Article shall be grounds for termination of this Contract. If this Contract is terminated for violation of this Article, the COUNTY may deduct from the CONSULTANT's compensation, or otherwise recover, the full amount of such fee, commission, percentage, gift, or other consideration. ARTICLE 22 - ACCESS AND AUDITS - The CONSULTANT shall maintain adequate records to justify all charges, expenses, and costs incurred in performing the Services for at least three (3) years after completion of this Contract. The COUNTY shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during normal business hours, at the COUNTY's cost, upon five (5) days written notice. ARTICLE 23 — NONDISCRIMINATION - The CONSULTANT warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, physical handicap, sex, age or national origin. ARTICLE 24 - ENTIRETY OF CONTRACTUAL AGREEMENT - The COUNTY & the CONSULTANT agree that the Contract Documents identified in Article 1 of this document set forth the entire agreement between the parties, & that there are no promises or understandings other than those stated herein. This contract shall be in effect for three 3 years from the day of acceptance by the County, & may be extended after negotiations with the CONSULTANT, if approved by the County for three 3 additional one year increments. None of the provisions, terms & conditions contained in this contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. ARTICLE 25 - ENFORCEMENT COSTS - If any legal action or other proceeding is brought for the enforcement of this Contract, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Contract, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all reasonable expenses even if not taxable as court costs (including, without limitation, all such reasonable fees, costs and expenses incident to appeals), incurred in that action or proceedings, in addition to any other relief to which such party or parties may be entitled. ARTICLE 26 - AUTHORITY TO PRACTICE. - The CONSULTANT hereby represents and warrants that it has and shall continue to maintain all license and approvals required to conduct business, and that it shall at all times conduct its business activities in a reputable manner. ARTICLE 27 — SEVERABILITY - If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Contract, or the application of such items or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law. ARTICLE 28 - AMENDMENTS AND MODIFICATIONS - No Task Orders or modifications of this Contract shall be valid unless in writing and signed by each of the parties. All amendments and modifications shall be in the form of a Change Order or Task Order. The COUNTY reserves the right to make changes in the Services, including alterations, reductions therein or additions thereto. Upon receipt by the CONSULTANT of the COUNTY's notification of a contemplated change, the CONSULTANT shall (1) if requested by the COUNTY, provide an estimate for the increase or decrease in cost due to the contemplated change, (2) notify the COUNTY of any estimated change in the completion date, and (3) advise the COUNTY in writing if the contemplated change shall effect the CONSULTANT's ability to meet the completion dates or schedules of this Contract. If the COUNTY so instructs in writing, the CONSULTANT shall suspend work on that portion of the Services affected by a contemplated change, pending the COUNTY's decision to proceed with the change. If the COUNTY elects to make the change, the COUNTY shall issue a Task Order Amendment for changes to a task in progress or a contract change order if the original contract is be changed or amended & the CONSULTANT shall not commence work on any such change until such written Task Order or change order has been issued and signed by each of the parties. ARTICLE 29 - ENUMERATION OF CONTRACT DOCUMENTS - The Contract Documents, except for modifications issued after execution of this Agreement, shall be enumerated in cacti Task Order. ARTICLE 30 - FLORIDA LAW - This Contract shall be governed by the laws of the State of Florida. Venue for any legal, equitable, or administrative action arising under this Contract shall lie exclusively in St. Johns County. ARTICLE 31 — ARBITRATION - The COUNTY shall not be obligated to arbitrate or permit any arbitration binding on the COUNTY under any of the Contract Documents or in connection with the project in any manner whatsoever. However, nothing shall prevent the COUNTY from engaging in binding arbitration in connection with this Contract if it chooses to do so. ARTICLE 32— NOTICE - Except as otherwise provided in this Contract, all notices required in this Contract shall be sent by United States Postal Service, and if sent to the COUNTY shall be mailed to: St. Johns County Purchasing Department Attn: Bridget Mein, Contracts Coordinator 500 San Sebastian View St. Augustine. Florida 32084 and if sent to the CONSULTANT shall be mailed to: Jones Edmunds & Associates Inc. 730 NF, Waldo Road Gainesville, FL 32641 Attn: Mark Nelson, V.P. ARTICLE 33 — HEADINGS - The headings preceding the several articles and sections hereof are solely for convenience of reference and shall not constitute a part of this Contract or affect its meaning, construction or effect. ARTICLE 34 — EFFECT OF FAILURE TO INSIST ON STRICT COMPLIANCE. WiTH CONDITIONS —The failure of either party to insist upon strict performance of any provision set forth in the Contract Documents, or any Task Order issued pursuant to this Contract, shall not be construed as a waiver of such provision on any subsequent occasion. ARTICLE 35 — TIME - Time is of the essence with respect to this Contract. DN WITNESS WHEREOF, tile Board ufComntyCommissioners nfSt. JuhnxCounty, Florida hmmade and executed /hio Contract oil heho|fofthe COUNTY and CONSULTANT hmsh his/lier hand thday and COUNTY CONSULTANT ' 60 St. Jolins County, Florida Sear : SEAL (Typed Name) 1974. Signature SignatUl-e IV 11 411110 Dawn Cardenas, Purchasing Manager Printed Name & Title Date of Oxec'ution eal Deputy Clerk Date of Exec�ition Kenneth S. Vogel, PE Senior Vice President Printed Name & Title / S 1-3 St. Johns County Board of County Commissioners V) m< Purchasing Division .iLOR`9Q. September 16, 2016 CONTRACT AMENDMENT RFQ 14-95; Geographic Information Systems (GIS) and Technology Services Master Contract No, 14 -MAS -JON -05573 Amendment #1 Jones Edmunds & Associates, Inc. 730 NE Waldo Road Gainesville, FL 32641 Contract Amendment #1 is hereby issued to amend the above referenced contract agreement as follows: 1. Add the following new job classification to the master contract: "Systems Analyst" billed at $123.75/hr. With the exception of the amendment stated above, all work performed shall be in accordance with all terms, conditions and specifications of the Contract Documents under RFQ 14-95 and the Master Contract Agreement dated November 4, 2014. All amendments issued thereafter, including this Contract Amendment, shall remain in full force and effect. By signing below, the Consultant indicates acceptance of the above stated amendments. Upon full execution, this amendment shall become a Contract Document with full force and effect throughout the duration of the Contract. of AuthorizegSt. JgfihdCounty Representative Printed Name and Title of St. Johns County Representative Signature of Consultan$Representative I{enneth S. Vogel, PE, Managing Director / Senior Vice President Printed Name and Title of Consultant Representative End of Amendment #1 1a 0�/,� Date U 3 16 Date ST. JQHN C0 ' I OCT ilz?.01 ter,; 500 San Sebastian View, St. Augustine, FL 32084 1 P: 904.209.0150 1 F: 904.209.0151 www.sjcfl.us NOV 2- 0 V PURCHASING Is I IN St. Johns County Board 0[County Commissioners Purchasing Division CONTRACT AMENDMENT No: D2 Rf{\No: 14'95GIS Systems and Technology Services Master Contract No: 14 -MAS -JON -05573 Consultant: Jones Edmunds & Associates, Inc. 7]ONEWaldo Road Gainesville, FL3Z641 Date: October 27,Z017 Contract Amendment No: 02 is hereby issued to amend the above referenced Master Contract as l. Contract Renewal Option 1oY3ishereby being exercised bySt. Johns County. Z. The contract time ishereby extended hnmNuvember4,ZO17forapehodofone(1)yeor and shall expire at 11:59pm Eastern Daylight Saving Time (EDST) on November 3, 2018. 3. Noincreases tothe Consultant's rates are granted bythis Amendment. St. Johns County shall compensate the vendor based upon the terms as stated in the Master Contract dated November 4, 2014. With the exception ofthe amendments, changes, modifications and revisions noted inthis Amendment, all other terms and conditions contained in the Master Contract, as previously amended, shall remain in full force and effect. The County and the Consultant acknowledge that any further changes, amendments, modifications or revisions to the Contract shall be in writing and executed by duly authorized representatives ofeach party. In Witness VVhereof, authorized representatives of the County, and Consultant have executed this Amendment onthe dates below noted. Sig(!� of County(7Ryes)ntative Jaime T. Locklear, MPA, CPPB, FCCM — Assistant Purchasing Manager Printed, Name & Title — County Representative ' Signature of Consultant Repres4ntative Kenneth S. Vogel, P.E. Senior Vice President & Managing Director Printed Name & Title End of Amendment No: 02 I (/:?, iIjjr IDate �k 1 11 �4? Date 500 S�m Scb�istian View, St. AulgLisline, F1 32084 1 P: 90-L'209.01 50 1 F: ()04209.0151 WWW.SjCfl.US s St, Johns County Board of County Commissioners. Purchasing Division CONTRACT AMENDMENT No: 03 RFQ No: 14-95; Geographic Information Systems (GIS) and Technology Services Master Contract No: 14 -MAS -JON -05573 Consultant: Jones Edmunds & Associates, Inc. 730 NE Waldo Road Gainesville, FL 32641 Dater August 27, 2018 Contract Amendment No: 03 is hereby issued to amend the above referenced Master Contract as follows: 1. Contract Renewal Option 2 of 3 is hereby being exercised by St. Johns County. 2. The contract time is hereby extended for a period of one (1) year, from November 4, 2018 through and until 11:59 p.m. Eastern Standard Time (EST) on November 3, 2019. 3. No increases to the Consultant's rates are granted by this Amendment. St. Johns County shall compensate the vendor based upon the terms as stated in the Master Contract dated November 4, 2014. With the exception of the amendments, changes, modifications and revisions noted in this Amendment, all other terms and conditions contained in the Master Contract, as previously amended, shall remain in full force and effect. The County and the Consultant acknowledge that any further changes, amendments, modifications or revisions to the Contract shall be in writing and executed by duly authorized representatives of each party. In Witness Whereof, authorized representatives of the County, and Consultant have executed this Amendment on the dates below noted. Sigfiatur0,96 dynty hepresentative D t� Leigh Daniels. CPPB — Procurement Supervisor/Acting Purchasing Manager Printed ame & Title — County Representative August 31, 2018 Signature o on` Itant Representative Date Stanlev F. Ferreira, Jr., PE. President & CEO Printed Name & Title End of Amendment No: 03 r �iP`'• 500 San Sebastian View, St. Augustine, FL 32084 1 P: 904.209.0150 1 F: 904.209.0151 www.sjcfl.us f Integrity • Knowledge • Service 2018 Standard Hourly Rates ..Category Project Officer Hourl Rate 250 Senior Project Manager 225 Project Manager 170 Chief En ineer or Scientist 225 Senior Engineer 215 Senior Scientist 160 Project Engineer 170 Project Scientist $ 150 Engineer or Scientist 130 Engineer Intern PhD 120 Engineer Intern or Associate Scientist 100 Designer 120 Senior CADD Designer 115 CADD Designer 100 Senior CADD Technician 90 CADD Technician $ 80 Systems Analyst 160 Senior GIS Analyst or Senior GIS Programmer 130 GIS Analyst or Programmer 100 Senior GIS Technician $ 80 GIS Technician $ 70 Senior Database Administrator 165 Database Administrator 130 Environmental Data Analyst 90 Senior Field Technician Environmental 95 Field Technician Environmental 85 Senior Construction Administrator 155 Construction Administrator $ 120 Senior Field Representative Construction 105 Field Representative Construction 85 Construction Project Coordinator 70 Senior Administrative Assistant 85 Administrative Assistant $ 65 Senior Technical Editor $ 110 Travel — Company Vehicle — $0.60/mile plus 15% Travel — Personal Vehicle — IRS Standard Mileage Rate plus 15% Subconsultants — Cost plus 15% Rates Effective January 1, 2018 800.237.1053 1 JONESEDMUNDS.COM