CONTRACT NO. {cmagreement356}

{cmsprojectname69} SERVICES AGREEMENT

THIS AGREEMENT, is made effective as of ____________________ by and between Central Florida Tourism Oversight District (herein referred to as the “Owner,” “District” or “CFTOD”), whose mailing address is 10450 Turkey Lake Road, Box #690519, Orlando, FL 32869, and {cmexternalpartyname363}, (herein referred to as the “Contractor”), whose mailing address is {cmexternalpartyaddress335}, {cmexternalpartycity336}, {cmexternalpartystate340} {cmexternalpartyzipcode341}.

W I T N E S S E T H WHEREAS, Central Florida Tourism Oversight District issued a _____________ (“___”) No. C00____ on ____ for __________;

WHEREAS, ___ (_) bidders responded, and ________________ was the lowest responsive and responsible bidder. The Contractor was subsequently selected as the intended awardee for these services;

and

(OR)

WHEREAS, ___ (_) proposers responded, and ________________ was the highest ranked proposer.

The Contractor was subsequently selected as the intended awardee for these services; and NOW THEREFORE, in consideration of the premises and the mutual covenants and obligations contained in this Agreement, the parties agree as follows:

1. DEFINITIONS.

A. Agreement. The term “Agreement” or “Contract” represents the entire and integrated Agreement between the parties hereto and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended or modified only as set forth below in Section 10.

B. Services. The term “Services” or “Work” as used in this Agreement shall be construed to include all Services set forth in Exhibit A, all obligations of Contractor under this Agreement and where any Amendments have been issued pursuant to Section 10 of this Agreement.

2. SCOPE OF SERVICES. A description of the nature, scope and schedule of Services to be performed by Contractor under this Agreement in accordance with the Exhibits outlined in the Section 30 - Contract Documents.

3. CONTRACT TIME. Owner desires to employ the services of Contractor for a period beginning {cmstartingdate287} and ending {cmexpirationdate287}, or as otherwise modified as set forth in this Agreement, to perform the hereinafter described Services, and Contractor desires to be so employed.

(OR)

Contractor shall commence the Work promptly upon receipt of written Notice-to-Proceed (“NTP”) from the Owner and shall complete all Work within __Days after issuance of said NTP. Substantial Completion of the Work shall be achieved no later than __DAYS from the NTP. Final Completion of the Work shall be achieved no later than __DAYS from the NTP. The Notice-to-Proceed is defined as the date the Owner provides the Notice to Contractor to begin the project.

4. COMPENSATION.

Lump Sum Amount.

A. Provided that the Contractor shall strictly and completely perform all of its obligations under the Agreement, and subject only to additions and deductions by Amendment as set forth in Section

SAMPLE

CONTRACT NO.: {cmagreement356}

10, the Owner shall pay to the Contractor, in current funds and at the times and in the installments hereinafter specified, the sum of _____________ONE-HUNDREDTHS DOLLARS ({cmsoriginal_totalamt172}) (herein referred to as the "Lump Sum Amount") to cover the Contractor's profit, general overhead and all costs and expenses of any nature whatsoever (including, without limitation, taxes, labor and materials), and any increases in said costs and expenses, incurred by the Contractor in connection with the performance of the Services, all of which costs and expenses shall be borne solely by the Contractor.

B. The Contractor shall on the twenty-fifth (25th) day of each calendar month deliver to the Owner an Application for Payment in such form and with such detail as the Owner requires.

C. Based on the Contractor's Application for Payment, and the Owner’s acceptance and approval thereof, the Owner shall make equal monthly payments to the Contractor on account of the Lump Sum Amount. Such monthly payments shall be made on or before the fifteenth (15th) day of each calendar month or the twentieth (20th) day after receipt by the Owner of the Contractor's Application for Payment and of such documentation, to verify the amount owed as the Owner may require, whichever is later; provided, however, that the Owner shall have no obligation to make payment as aforesaid if it has withheld approval of any Application for Payment.

D. Contractor shall be compensated for any Services beyond those set forth in Section 2, in such an amount as the parties shall mutually agree in advance, such amount to be added to the Lump Sum Amount and invoiced and paid in accordance with the terms of Paragraphs B and C above;

provided, however, that Contractor shall not be entitled to compensation for such Services unless Contractor has obtained prior written authorization of Owner to perform the same in accordance with the provisions of Section 10 of this Agreement.

E. Owner retains the right to reduce any portion of Contractor's Scope of Services as set forth in Section 2, or in any Amendment, in accordance with the provisions of Section 10 of this Agreement.

In such event Owner shall be entitled to a proportionate reduction to the Lump Sum Amount.

F. All invoices should reference the contract number and shall be addressed appropriately as outlined below based on the Owner’s Representative/department the invoice pertains to:

Central Florida Tourism Oversight District (“District” or “CFTOD”) projects

District utility projects managed by Reedy Creek Energy Services (“RCES”)

Central Florida Tourism Oversight District Attention: Accounts Payable P.O. Box 690519 Orlando, Florida 32869 All invoices shall be sent to ap@oversightdistrict.org

Central Florida Tourism Oversight District C/O: Reedy Creek Energy Services - Utilities Division Attention: Accounts Payable P.O. Box 690519 Orlando, Florida 32869 All invoices shall be sent to wdw.rces.billing@disney.com

G. Return of Funds. Contractor will return any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Agreement that were disbursed to the Contractor. The Contractor must return any overpayment within forty (40) calendar days after either discovery by the Contractor, its independent auditor, or notification by the Owner of the overpayment.

H. Liquidated Damages. Should the Contractor fail to achieve Substantial Completion by the date provided in the Contract, the Contractor shall pay and/or the District may retain from the compensation otherwise to be paid to the Contractor, as liquidated damages, the sum of $___.00 for each consecutive calendar day until Substantial Completion is achieved; said sum is agreed upon as a reasonable and proper measure of damages which the District will sustain per diem by failure of the Contractor to complete work within the time as stipulated; it being recognized by the District and the Contractor that the injury to the District which could result from a failure of the Contractor to complete on schedule is uncertain and cannot be computed exactly. In no way shall mailto:wdw.rces.billing@disney.com costs for liquidated damages be construed as a penalty on the Contractor. The liquidated damages referenced herein may also be assessed and collected against the Surety. Liquidated damages do not apply to final completion dates.

Fixed Fee & Reimbursables.

A. Provided that the Contractor shall strictly perform all of its obligations under the Agreement, and subject only to additions and deductions by Amendment as set forth in Section 10, the Owner shall pay to Contractor for its Services as set forth in Section 2, a Fixed Fee in the amount of plus all Reimbursable Expenses as defined below.

B. The Contractor shall on the twenty-fifth (25th) day of each calendar month deliver to the Owner an Application for Payment in such form and with such detail as the Owner requires.

C. Based on the Contractor's Application for Payment, and the approval of the Application for Payment issued by the Owner, the Owner shall make equal monthly payments to the Contractor on account of the Fixed Fee. Such monthly payments shall be made on or before the fifteenth (15th) day of each calendar month or the twentieth (20th) day after receipt by the Owner of the Contractor's Application for Payment and of such documentation to verify the amount owed as the Owner may require, whichever is later; provided, however, that the Owner shall have no obligation to make payment as aforesaid if it has withheld approval of any Application for Payment.

D. Reimbursable Expenses shall include only the actual and necessary costs and expenses, without markup, reasonably and properly incurred by Contractor in connection with the Services rendered under this Agreement. Direct expenses are determined and pre-approved by Owner.

E. Contractor shall be compensated for any Services beyond those set forth in Section 2, in such an amount as the parties shall mutually agree in advance, such amount to be added to the Fixed Fee and invoiced and paid in accordance with the terms of Paragraphs B and C above; provided, however, that Contractor shall not be entitled to compensation for such Services unless Contractor has obtained prior written authorization of Owner to perform the same in accordance with the provisions of Section 10 of this Agreement.

F. Owner retains the right to reduce any portion of Contractor's Scope of Services as set forth in Section 2, or in any Amendment, in accordance with the provisions of Section 10 of this Agreement.

In such event Owner shall be entitled to a proportionate reduction to the Fixed Fee.

G. All invoices should reference the contract number and shall be addressed appropriately as outlined below based on the Owner’s Representative/department the invoice pertains to:

Central Florida Tourism Oversight District (“District” or “CFTOD”) projects

District utility projects managed by Reedy Creek Energy Services (“RCES”)

Central Florida Tourism Oversight District Attention: Accounts Payable P.O. Box 690519 Orlando, Florida 32869 All invoices shall be sent to ap@oversightdistrict.org

Central Florida Tourism Oversight District C/O: Reedy Creek Energy Services - Utilities Division Attention: Accounts Payable P.O. Box 690519 Orlando, Florida 32869 All invoices shall be sent to wdw.rces.billing@disney.com

H. Return of Funds. Contractor will return any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Agreement that were disbursed to the Contractor. The Contractor must return any overpayment within forty (40) calendar days after either discovery by the Contractor, its independent auditor, or notification by the Owner of the overpayment.

I. Liquidated Damages. Should the Contractor fail to achieve Substantial Completion by the date provided in the Contract, the Contractor shall pay and/or the District may retain from the compensation otherwise to be paid to the Contractor, as liquidated damages, the sum of $___.00 for each consecutive calendar day until Substantial Completion is achieved; said sum is agreed upon as a reasonable and proper measure of damages which the District will sustain per diem by failure of the Contractor to complete work within the time as stipulated; it being recognized by the District and the Contractor that the injury to the District which could result from a failure of the Contractor to complete on schedule is uncertain and cannot be computed exactly. In no way shall costs for liquidated damages be construed as a penalty on the Contractor. The liquidated damages referenced herein may also be assessed and collected against the Surety. Liquidated damages do not apply to final completion dates.

Not to Exceed Amount.

A. Owner shall pay to Contractor, for its Services and in consideration of the terms and conditions of this Agreement, an amount for time reasonably and properly incurred by Contractor in performance of its Services based upon the rates shown on the attached Rate Schedule incorporated herein by reference plus all Reimbursable Expenses as defined below. However, in no event shall the amount exceed ___________________ONE-HUNDREDTHS DOLLARS ({cmsoriginal_feeamt173});

and the Reimbursable Expenses shall in no event exceed ({cmsoriginal_reimbamt174}).

B. Payments shall be made monthly for Services plus Reimbursable Expenses incurred. Contractor shall invoice Owner, in the form required by Owner, on the first day of each calendar month for Services rendered during the preceding month plus Reimbursable Expenses incurred.

C. Reimbursable Expenses shall include only the actual and necessary costs and expenses, without markup, reasonably and properly incurred by Contractor in connection with the Services rendered under this Agreement. Direct expenses are determined and pre-approved by Owner.

D. Contractor shall provide any and all backup required by Owner in connection with time spent and Reimbursable Expenses incurred.

E. Owner shall pay each invoiced amount (or uncontested portion thereof) on or about the thirtieth day following receipt of each invoice.

F. All invoices should reference the contract number and shall be addressed appropriately as outlined below based on the Owner’s Representative/department the invoice pertains to:

Central Florida Tourism Oversight District (“District” or “CFTOD”) projects

District utility projects managed by Reedy Creek Energy Services (“RCES”)

Central Florida Tourism Oversight District Attention: Accounts Payable P.O. Box 690519 Orlando, Florida 32869 All invoices shall be sent to ap@oversightdistrict.org

Central Florida Tourism Oversight District C/O: Reedy Creek Energy Services - Utilities Division Attention: Accounts Payable P.O. Box 690519 Orlando, Florida 32869 All invoices shall be sent to wdw.rces.billing@disney.com

G. Contractor shall be compensated for any Additional Services based upon the Rate Schedule; such amounts to be invoiced and paid in accordance with the terms of Paragraphs B, C, D, and E herein;

provided, however, that Contractor shall not be entitled to compensation for Additional Services unless Contractor has obtained prior written authorization of Owner to perform the same.

H. Owner retains the right to reduce any portion of Contractor's Services at any time.

I. Return of Funds. Contractor will return any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Agreement that were disbursed to the Contractor. The Contractor must return any overpayment within forty (40) calendar days after either discovery by the Contractor, its independent auditor, or notification by the Owner of the overpayment.

J. Liquidated Damages. Should the Contractor fail to achieve Substantial Completion by the date provided in the Contract, the Contractor shall pay and/or the District may retain from the compensation otherwise to be paid to the Contractor, as liquidated damages, the sum of $___.00 for each consecutive calendar day until Substantial Completion is achieved; said sum is agreed upon as a reasonable and proper measure of damages which the District will sustain per diem by failure of the Contractor to complete work within the time as stipulated; it being recognized by the District and the Contractor that the injury to the District which could result from a failure of the Contractor to complete on schedule is uncertain and cannot be computed exactly. In no way shall costs for liquidated damages be construed as a penalty on the Contractor. The liquidated damages referenced herein may also be assessed and collected against the Surety. Liquidated damages do not apply to final completion dates.

Not-to-Exceed Amount plus Reimbursables.

A. In consideration of Contractor completing the services and, subject to the Owner’s final acceptance thereof, Owner shall pay Contractor the compensation set forth in each invoice. Compensation to the Contractor may be on the basis of (i) lump sum fixed price amount, which shall include and cover the Contractor's profit, general overhead and all costs and expenses of any nature whatsoever (including, without limitation, taxes, labor and materials), and any increases in said costs and expenses, (ii) time and materials, which shall be based upon the rates shown on the attached Rate Schedule incorporated herein by reference, or (iii) such other pricing method(s) as the parties may mutually agree, plus all Reimbursable Expenses as defined herein. However, in no event shall the amount exceed __________________ONE-HUNDREDTHS DOLLARS ({cmsoriginal_feeamt173}), and the reimbursable expenses shall in no event exceed ({cmsoriginal_reimbamt174}).

B. If the Services are performed based on time and materials, whether by the Contractor's forces or the forces of any of its Subcontractors or Sub-subcontractors, the Contractor shall be compensated based on the actual cost to the entity performing such work for labor, materials and equipment, plus fifteen percent (15%) of gross wages (excluding payroll costs) of labor and direct material costs and six percent (6%) of equipment rental costs (other than small tools) as the total overhead and profit. Only the entity actually performing such work or a portion thereof shall be entitled to a mark-up as aforesaid for overhead and profit, but the Contractor may also include up to six percent (6%) of the amount it will pay to any Subcontractor, and a Subcontractor may include up to six percent (6%) of the amount it will pay to any Sub-subcontractor (only a maximum of two contractual tiers of such markup may be included), for such work as overhead and profit to the Contractor or Subcontractor. Compensable costs hereunder shall not include any charges for and Contractor shall not be entitled to any compensation for (i) administration, clerical expense, supervision or superintendents of any nature whatsoever, except foremen directly involved in such work, or (ii) the cost, use or rental of small tools, defined as tools with a cost or value of less than $1,000.

C. Payments shall be made monthly for Services plus Reimbursable Expenses incurred. Contractor shall invoice Owner, in the form required by Owner, on the first day of each calendar month for Services rendered during the preceding month plus Reimbursable Expenses incurred.

D. Reimbursable Expenses shall include only the actual and necessary costs and expenses, without markup, reasonably and properly incurred by Contractor in connection with the Services rendered under this Agreement. Direct expenses as determined and pre-approved by Owner.

E. Contractor shall provide any and all backup required by Owner in connection with time spent and Reimbursable Expenses incurred.

F. Owner shall pay each invoiced amount (or uncontested portion thereof) on or about the thirtieth day following receipt of each invoice.

G. All invoices should reference the contract number and shall be addressed appropriately as outlined below based on the Owner’s Representative/department the invoice pertains to:

Central Florida Tourism Oversight District (“District” or “CFTOD”) projects

District utility projects managed by Reedy Creek Energy Services (“RCES”)

Central Florida Tourism Oversight District Attention: Accounts Payable P.O. Box 690519 Orlando, Florida 32869 All invoices shall be sent to ap@oversightdistrict.org

Central Florida Tourism Oversight District C/O: Reedy Creek Energy Services - Utilities Division Attention: Accounts Payable P.O. Box 690519 Orlando, Florida 32869 All invoices shall be sent to wdw.rces.billing@disney.com

H. Contractor shall be compensated for any Additional Services based upon the Rate Schedule; such amounts to be invoiced and paid in accordance with the terms of Paragraphs C, D, E, and F herein;

provided, however, that Contractor shall not be entitled to compensation for Additional Services unless Contractor has obtained prior written authorization of Owner to perform the same.

I. Owner retains the right to reduce any portion of Contractor's Services at any time.

J. Return of Funds. Contractor will return any overpayments due to unearned funds or funds disallowed pursuant to the terms of the Agreement that were disbursed to the Contractor. The Contractor must return any overpayment within forty (40) calendar days after either discovery by the Contractor, its independent auditor, or notification by the Owner of the overpayment.

K. Liquidated Damages. Should the Contractor fail to achieve Substantial Completion by the date provided in the Contract, the Contractor shall pay and/or the District may retain from the compensation otherwise to be paid to the Contractor, as liquidated damages, the sum of $___.00 for each consecutive calendar day until Substantial Completion is achieved; said sum is agreed upon as a reasonable and proper measure of damages which the District will sustain per diem by failure of the Contractor to complete work within the time as stipulated; it being recognized by the District and the Contractor that the injury to the District which could result from a failure of the Contractor to complete on schedule is uncertain and cannot be computed exactly. In no way shall costs for liquidated damages be construed as a penalty on the Contractor. The liquidated damages referenced herein may also be assessed and collected against the Surety. Liquidated damages do not apply to final completion dates.

5. INSURANCE AND INDEMNIFICATION.

A. The Contractor shall at its expense procure and maintain during the life of this Agreement (and shall require the same from its Subcontractors and Sub-subcontractors) the following types and minimum amounts of insurance:

i. Commercial General Liability Insurance including liability assumed under written contract, bodily injury, property damage, personal and advertising injury, and products/completed operations liability written on an occurrence basis with minimum combined single limits for bodily injury and property damage of $1,000,000 per occurrence. This coverage must be maintained for two (2) years after contract expiration;

ii. Automobile Liability coverage for all owned, non-owned and hired vehicles written on an occurrence basis, with minimum combined single limits of $1,000,000 per occurrence;

iii. Workers’ Compensation Insurance providing statutory benefits and Employer’s Liability Insurance with minimum limits of $1,000,000 per occurrence;

iv. Umbrella Liability on a follow-form basis providing coverage excess of the underlying policies required by i, ii, and iii above in an amount of at least $1,000,000 per occurrence;

v. If Contractor is providing any kind of professional service or advice including design, architectural, surveying, legal, financial, accounting or similar then Contractor will also carry Professional Liability/Errors & Omissions insurance with a limit of at least $1,000,000 per occurrence. This insurance may be on a claims-made form if there is a retroactive date that precedes the first date of work or services under this agreement and is maintained for at least two (2) years following the conclusion of work.

vi. If Contractor is using, transporting or disposing of any hazardous materials, potentially harmful materials, chemicals, waste or similar then Contractor will also carry Pollution Liability insurance with a limit of at least $1,000,000 per occurrence. This insurance may be on a claims-made form if there is a retroactive date that precedes the first date of work or services under this agreement and is maintained for at least two (2) years following the conclusion of work.

vii. If work will include the use or operation of any crane, total limit of Umbrella liability insurance will be at least $4,000,000.

viii. If Contractor is using any kind of aircraft including unmanned aerial vehicles (drones) then use must be approved by Owner and liability insurance satisfactory to Owner must be obtained.

ix. Contractor is not required to commercially insure its owned, rented or borrowed machinery, tools, equipment, office trailers, vehicles, and other property but agrees that Owner is not responsible for and Contractor holds Owner harmless for loss, damage or theft of such items.

B. All insurance required under this Section shall be with companies and on forms authorized to issue insurance in Florida and with an insurer financial strength rating from AM Best of no less than A-or an equivalent rating from a similar, recognized ratings agency unless such requirements are waived, in writing, by the Owner’s Risk Manager. Certificates of insurance (or copies of policies, if required by the Owner) shall be furnished to the Owner at vendors@oversightdistrict.org.

C. CANCELLATION. All such insurance required by this Section shall provide that the coverage thereunder may not be reduced or canceled unless thirty (30) days unrestricted prior written notice thereof is furnished to Contractor, who agrees to promptly relay any such notice received to Owner.

D. ADDITIONAL INSUREDS. Each liability policy required herein (except Workers’ Compensation or Professional Liability) shall schedule as Additional Insureds, on a primary and non-contributory basis, the Owner and its affiliated entities and their supervisors, officers, employees, agents and assigns.

E. WAIVERS. The Contractor hereby waives, and will require its Subcontractors and Sub-subcontractors to waive and to require its and their insurers to waive their rights of recovery or subrogation against the Owner and its affiliated entities, supervisors, officers, employees, agents and assigns.

F. CLAIMS. The Contractor and its Subcontractors and Sub-subcontractors shall assist and cooperate in every manner possible in connection with the adjustment of all claims arising out of the operations conducted under or in connection with the Work and shall cooperate with the insurance carrier or carriers of the Owner and of the Contractor, its Subcontractors and Sub-subcontractors in all litigated claims and demands which arise out of said operations and which the said insurance carrier or carriers are called upon to adjust or resist.

G. INDEMNIFICATION. The Contractor shall indemnify and hold harmless the District and its appointed board supervisors, officers, employees, and volunteers from and against liabilities, damages, losses and costs including but not limited to reasonable attorneys' fees to the extent caused by the negligence, recklessness or intentional wrongful misconduct (which includes, without limitation, any failure of the Contractor or any of its Subcontractors or Sub-subcontractors to perform and complete the Services in strict compliance with the Contract Documents, unless such failure has been specifically waived by the District in writing upon final acceptance of the Services) of the Contractor or any persons employed or utilized by the Contractor in the performance of the Agreement, including without limitation, any Subcontractor or Sub-subcontractor (or their employees), utilized by the Contractor in the performance of the Services. The provisions of this paragraph shall survive the expiration or termination of this Agreement.

6. NO WAIVER OF SOVEREIGN IMMUNITY. Nothing in this Agreement operates as a waiver of District’s sovereign immunity or any rights or limits of liability existing under Florida law. District’s indemnity obligations herein are limited to the financial limitations provided in F.S. Section 768.28, whether said loss, cost, damage, claim or expense arises from tort, contract or any other theory of law and shall not extend to any loss, cost, damage, claim or expense resulting from the acts or negligence of the Contractor. These terms shall survive the termination of this Agreement and shall be fully binding until any proceeding brought under this Agreement is barred by statute of limitations.

7. SUSPENSION OR TERMINATION. Anything in this Agreement to the contrary notwithstanding, Owner shall, in its sole discretion and with or without cause, have the right to suspend or terminate this Agreement upon seven (7) days prior written notice to Contractor. In the event of termination, Owner's sole obligation and liability to Contractor, if any, shall be to pay to Contractor that portion of the amount earned by it, plus any earned amounts for Additional Services performed pursuant to Sections 4 and 10, through the date of termination.

8. NON-FUNDING. In the event that budgeted funds for this Agreement are reduced, terminated, or otherwise become unavailable, Owner may terminate this Agreement upon written notice to Contractor without penalty to Owner. Owner shall be the final authority as to the availability of the funding.

9. FORCE MAJEURE.

A. Neither party shall be responsible for damages or delays caused by Force Majeure or other events beyond the reasonable control of the party and which could not reasonably have been anticipated or prevented.

B. Force Majeure includes, but is not limited to, war, terrorism, riots, epidemics, fire, acts of nature, strikes, lockouts, pandemics, court orders, and acts, orders, laws, or regulations of the government of the United States or the several states, prohibiting or impeding any part from performing its respective obligations.

C. If Force Majeure occurs, the parties shall mutually agree on the terms and conditions upon which services may continue. Should Contractor be delayed in the commencement, performance, or completion of the Work due to any of the conditions under this section, Contractor shall be entitled to an extension of time only, provided however, that in no event shall Contractor be entitled to any increased costs, additional compensation, or damages of any type resulting from such Force Majeure delays.

10. MODIFICATIONS, ADDITIONS, OR DELETIONS TO THE SERVICES.

A. An Amendment may consist of additions, deletions, or other modifications to the Agreement which shall be in writing and mutually agreed upon by both parties.

B. The Owner may, from time to time, without affecting the validity of the Agreement, or any term or condition thereof, issue an Amendment which may identify additional or revised Scope of Services, or other written instructions and orders, which shall be governed by the provisions of the Agreement. The Contractor shall comply with all such orders and instructions issued by the Owner.

Upon receipt of any such Amendment, the Contractor shall promptly proceed with the Amendment, and the resultant decrease or increase in the amount to be paid the Contractor, if any, shall be governed by the provisions of Section 4 in this Agreement.

11. REPRESENTATIONS. Contractor hereby represents to Owner that: (A) it has the experience and skill to perform the Services as set forth in this Agreement; (B) it is duly licensed to observe and perform the terms, covenants, conditions and other provisions on its part to be observed or performed under this Agreement; (C) it has by careful examination satisfied itself as to all other matters or things which could in any manner affect the performance of the Services.

12. CONTRACTOR RESPONSIBILITIES. Except as otherwise specifically provided for in this Agreement, the following provisions are the responsibility of the Contractor:

A. Contractor shall be solely responsible for the means, methods, techniques, sequences, or procedures and safety precautions or programs incident thereto.

B. Contractor shall competently and efficiently supervise, inspect, and direct all work to be performed under this Agreement, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the work in accordance with the Contract Documents.

C. The Deliverables (if any) shall not call for the use of nor infringe any patent, trademark, service mark, copyright or other proprietary interest claimed or held by any person or interest absent prior express written consent from the Owner.

D. Contractor shall comply with all applicable federal, state, and local laws, statutes, rules, codes, ordinances, agency regulations and orders of any public, quasi-public or other government authority including without limitation, the requirements of the Americans with Disabilities Act of 1990 (“ADA”), as same may be amended from time to time, which have jurisdiction and which are current at the time Contractor renders Services hereunder.

13. PROTECTION OF PERSONS AND PROPERTY.

A. The Contractor shall be responsible for initiating, maintaining and supervising safety precautions and programs in connection with the Services, and shall provide all protection to prevent injury to all persons involved in any way in the Services and all other persons, including, without limitation, the employees, agents, guests, visitors, invitees and licensees of the Owner who may visit or be affected thereby.

B. All Services, whether performed by the Contractor, its Subcontractors, or anyone directly or indirectly employed by any of them, and all applicable equipment, machinery, materials, tools and like items used in the Services, shall be in compliance with, and conform to: (i) all applicable laws, ordinances, rules, regulations and orders of any public, quasi-public or other governmental authority; and (ii) all codes, rules, regulations and requirements of the Owner and its insurance carriers relating thereto. In the event of conflicting requirements, the more stringent shall govern.

C. The Contractor shall at all times keep the general area in which the Services are to be performed clean and free from accumulation of waste materials or rubbish (including, without limitation, hazardous waste), caused by performance of the Services, and shall continuously throughout performance of the Services remove and dispose of all such materials. The Owner may require the Contractor to comply with such standards, means and methods of cleanup, removal or disposal as the Owner may make known to the Contractor. In the event the Contractor fails to keep the general area in which the Services are to be performed clean and free from such waste or rubbish, or to comply with such standards, means and methods, the Owner may take such action and offset any and all costs or expenses of whatever nature paid or incurred by the Owner in undertaking such action against any sums then or thereafter due to the Contractor.

14. OWNERSHIP OF WORK PRODUCT.

A. All drawings, data, ideas, concepts, molds, models, tooling, improvements, inventions, or other tangible or intangible work product in whole or in part conceived, produced, commissioned or acquired by Contractor hereunder (“Work Product”) shall be and remain the sole and exclusive property of Owner when produced, whether or not fixed in a tangible medium of expression, except that Contractor may retain copies of such Work Product for its permanent reference, but shall not use such copies in any manner whatsoever without the express written consent of Owner and shall keep same confidential in accordance with the requirements of Section 16 entitled

Promotion/Confidentiality. In the event of early termination of this Contract, in whole or in part, Contractor shall deliver to Owner all Work Product whether complete or not.

B. Without limiting the forgoing, Contractor agrees that any and all Work Product shall be deemed to be "works made for hire" for Owner as the author, creator, or inventor upon creation; provided, however, that in the event and to the extent that such Work Product is determined not to constitute "works made for hire" as a matter of law, Contractor hereby irrevocably assigns and transfers such property, and all right, title and interest therein, whether now known or hereafter existing including, but not limited to, patents and copyrights, to Owner and its successors and assigns. Contractor grants to Owner all rights including, without limitation, reproduction, manufacturing and moral rights, throughout the universe in perpetuity and in all languages and in any and all media whether now or hereafter known, with respect to such Work Product. Contractor acknowledges that Owner is the motivating force and factor, and for purposes of copyright or patent, has the right to such copyrightable or patentable Work Product produced by Contractor under this Contract. Contractor agrees to execute any and all documents and do such other acts as requested by Owner to further evidence any of the transfers, assignments and exploitation rights provided for herein.

15. BOOKS AND RECORDS. Contractor shall maintain comprehensive books and records relating to any Services performed under this Agreement, which shall be retained by Contractor for a period of at least four (4) years from and after the completion of such Services. Owner, or its authorized representatives, shall have the right to audit such books and records at all reasonable times upon prior notice to Contractor. The provisions of this paragraph shall survive the expiration or early termination of this Agreement.

16. PROMOTION/CONFIDENTIALITY. The Contractor, by virtue of this Agreement, shall acquire no right to use, and shall not use, the name of the Owner or the Owner’s Representative (either alone or in conjunction with or as a part of any other word, mark or name) or any marks, fanciful characters or designs of either of them or any related, affiliated or subsidiary companies: in any advertising, publicity or promotion; to express or imply any endorsement of the Contractor's Work or services; or in any other manner whatsoever (whether or not similar to the uses hereinabove specifically prohibited).

Contractor may, during the course of its engagement hereunder, have access to and acquire knowledge regarding plans, concepts, designs, materials, data, systems and other information of or with respect to Owner or Owner’s Representative, or any subsidiaries or affiliated companies thereof, which may not be accessible or known to the general public (“Confidential Information”). Confidential Information that is specific as to techniques, equipment, processes, products, concepts or designs, etc. shall not be deemed to be within the knowledge of the general public merely because it is embraced by general disclosures in the public domain. Any knowledge acquired by Contractor from such Confidential Information or otherwise through its engagement hereunder shall not be used, published or divulged by Contractor to any other person, firm or corporation, or used in any advertising or promotion regarding Contractor or its services, or in any other manner or connection whatsoever without first having obtained the written permission of Owner, which permission Owner may withhold in its sole discretion. Contractor specifically agrees that the foregoing confidentiality obligation applies to, but is not limited to, any information disclosed to Contractor in any document provided to Contractor pursuant to or in connection with this Agreement, including but not limited to, a Request for Proposal, Request for Estimate, Request for Quotation or Invitation to Bid, except to the extent Contractor must disclose such information to compile and prepare its proposed price for work or services performed hereunder.

The provisions of this Section shall survive the expiration or earlier termination of this Agreement.

17. SUBCONTRACTORS. If the Contractor desires to employ Subcontractors in connection with the performance of its Services under this Agreement:

A. Nothing contained in the Agreement shall create any contractual relationship between the Owner and any Subcontractor. However, it is acknowledged that the Owner is an intended third-party beneficiary of the obligations of the Subcontractors related to the Services.

B. Owner reserves the right to approve or disapprove the use of any Subcontractor for this Agreement.

C. Contractor shall coordinate the services of any Subcontractors, and remain fully responsible under the terms of this Agreement, Contractor shall be and remain responsible for the quality, timeliness and the coordination of all Services furnished by the Contractor or its Subcontractors.

D. All subcontracts shall be in writing. Each subcontract shall contain a reference to this Agreement and shall incorporate the terms and conditions of this Agreement to the full extent applicable to the portion of the Services covered thereby. Each Subcontractor must agree, for the benefit of the Owner, to be bound by such terms and conditions to the full extent applicable to its portion of the Services.

18. NOTICE.

A. Notices required or permitted to be given under this Agreement shall be in writing, may be delivered personally or by mail, telex, facsimile, cable, or courier service, and shall be deemed given when received by the addressee. Notices shall be addressed as follows:

If to Owner: CENTRAL FLORIDA TOURISM OVERSIGHT DISTRICT 10450 Turkey Lake Road, Box #690519 Orlando, FL 32869 Attention: Contracting Officer If to Contractor: {CMEXTERNALPARTYNAME363} {cmexternalpartyaddress335} {cmexternalpartycity336}, {cmexternalpartystate340} {cmexternalpartyzipcode341}

Attention: {cmexternalpartycontactname343} or to such other address as either party may direct by notice given to the other as hereinabove provided.

B. Notwithstanding the foregoing, any notice sent to the last designated address of the party to whom a notice may be or is required to be delivered under this Agreement shall not be deemed ineffective if actual delivery cannot be made due to a change of address of the party to whom the notice is directed or the failure or refusal of such party to accept delivery of the notice.

19. THE OWNER’S REPRESENTATIVE(S).

A. The Owner's authorized representative (herein referred to as the "Owner's Representative") shall be {cmsrespindividual348}, whose mailing address is 10450 Turkey Lake Road, Box #690519, Orlando, Florida 32869; provided, however, that the Owner may, without liability to the Contractor, unilaterally amend this Section from time to time by designating a different person or organization to act as its representative and so advising the Contractor in writing, at which time the person or organization so designated shall be the Owner's Representative for purposes of this Agreement. Except as otherwise provided in this Agreement, and until the Contractor is notified in writing to the contrary, all actions to be taken by, all approvals, notices, consent, directions and instructions to be given by, all notices and other matters to be delivered to, all determinations and decisions to be made by and, in general, all other action to be taken by, or given to, the Owner shall be taken, given and made by, or delivered or given to, the Owner’s Representative in the name of and on behalf of the Owner; provided, however, that the Owner (and not the Owner’s Representative) shall be solely obligated to the Contractor for all sums required to be paid by the Owner to the Contractor hereunder.

B. Nothing contained in this Agreement shall create any contractual relationship between the Contractor and the Owner’s Representative; provided, however, that the Owner’s Representative shall be deemed to be a third party beneficiary of those obligations of the Contractor to the Owner as imposed by this Agreement.

20. MISCELLANEOUS PROVISIONS.

A. The acceptance of final payment under this Agreement, or the acceptance of final payment upon early termination hereof, shall constitute a full and complete release of Owner by Contractor from any and all claims, demands and causes of action whatsoever which Contractor may have against Owner in any way related to the subject matter of this Agreement and Contractor shall as a condition precedent to receipt of final payment from Owner, submit to the Owner a fully and properly executed General Release. Neither the Owner's review, approval or acceptance of, nor payment for, any of the Services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Contractor shall be and remain liable to Owner in accordance with law for all damages to Owner caused by the Contractor's performance of any of the Services furnished pursuant to this Agreement.

B. It is understood and agreed that Contractor is acting as an independent contractor in the performance of its Services hereunder, and nothing contained in this Agreement shall be deemed to create an agency relationship between Owner and Contractor.

C. The rights and remedies of Owner provided for under this Agreement are cumulative and are in addition to any other rights and remedies provided by law.

21. PUBLIC RECORDS. The Contractor shall comply with all applicable provisions of the Florida Public Records Act, Chapter 119, Florida Statutes. Specifically, the Contractor shall:

A. Keep and maintain public records required by the public agency to perform the service.

B. Upon request from the public agency’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter 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 for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency.

D. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING

TO THIS AGREEMENT, CONTACT THE OWNER’S CUSTODIAN OF

PUBLIC RECORDS AT TELEPHONE NUMBER 407-939-3240,

EMAIL ADDRESS PUBLICRECORDS@OVERSIGHTDISTRICT.ORG,

MAILING ADDRESS CENTRAL FLORIDA TOURISM OVERSIGHT

mailto:PUBLICRECORDS@OVERSIGHTDISTRICT.ORG

DISTRICT, ATTN: PUBLIC RECORDS ADMINISTRATOR, P.O. BOX

# 690519, ORLANDO, FLORIDA 32869.

22. E-VERIFY COMPLIANCE. The Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees. The Contractor agrees and acknowledges that the Owner is a public employer that is subject to the E-Verify requirements as set forth in Section 448.095, Florida Statutes, and that the provisions of F.S. Sec. 448.095 apply to this Agreement. Notwithstanding the provisions of this Section hereof, if the Owner has a good faith belief that the Contractor has knowingly hired, recruited or referred an alien who is not duly authorized to work by the immigration laws of the Attorney General of the United States for employment under this Agreement, the Owner shall terminate the Agreement. If the Owner has a good faith belief that a subcontractor performing work under this Agreement knowingly hired, recruited or referred an alien who is not duly authorized to work by the immigration laws or the Attorney General of the United States for employment under this Agreement, the Owner shall promptly notify the Contractor and order the Contractor to immediately terminate the contract with the subcontractor. The Contractor shall be liable for any additional costs incurred by the Owner as a result of termination of a contract based on Contractor’s failure to comply with E-Verify requirements referenced herein.

23. SCRUTINIZED COMPANIES. By executing this Agreement, the Contractor certifies that it is eligible to bid on, submit a proposal for, enter into or renew a contract with the Owner for goods or services pursuant to Section 287.135, Florida Statutes. Owner may terminate Agreement immediately upon discovering that Contractor: (A) has been placed on the Scrutinized Companies or Other Entities that Boycott Israel List; (B) is engaged in a boycott of Israel; (C) has been placed on the Scrutinized Companies with Activities in Sudan List; (D) has been placed on the Scrutinized Companies with Activities in Iran Terrorism Sectors List; or (E) has been engaged in business operations in Cuba or Syria. This Agreement may also be terminated immediately if the Contractor falsely certified or has become ineligible to bid and contract with local government entities under F.S. 287.135. If this Agreement is terminated by the Owner as provided above, the Owner reserves the right to pursue any and all legal remedies against the Contractor, including, but not limited to the remedies described in Section 287.135, Florida Statutes. If this Agreement is terminated, the Contractor shall be paid only for the work completed as of the date of the Owner’s termination. Unless explicitly stated in this Section, no other damages, fees or costs may be assessed against the Owner for its termination of the Agreement pursuant to this Section.

24. LEGAL PROCEEDINGS.

A. The Contract Documents shall be construed and interpreted in accordance with the laws of the State of Florida, to the exclusion of its rules concerning conflicts of laws, and shall constitute the entire and sole understanding of the parties hereto notwithstanding any prior oral or written statements, instructions, agreements, representations, or other…