Attachment_'E'_General_Terms_and_Conditions_for_Goods_and_Services_5-12-23.doc

TABLE OF CONTENTS

GENERAL CONDITIONS FOR GOODS AND SERVICES LEGAL REVISION – 5-12-23

TABLE OF CONTENTS

Continued

GC 1.0 ENTIRE CONTRACT.

These General Terms and Conditions and the Contract for which they are being provided (including attachments thereto) (the “Contract”) constitute the entire Contract between the Orlando Utilities Commission (“OUC”) and the Party providing goods, equipment, materials and services under the Contract (the “Supplier”).

GC 2.0 SCOPE.

Supplier shall provide those services and related goods, materials and equipment set forth in the specifications attached to this Contract or those in the bid package, if applicable (the “Goods and Services”) on or before the agreed dates (if applicable) scheduled for the performance of the Goods and Services.

GC 3.0 INSPECTION, ACCEPTANCE OR REJECTION OF GOODS AND SERVICES.

All Goods and Services shall be subject to OUC’s final acceptance at the time of completion. OUC may accept or reject non-conforming Goods and Services within a reasonable time after receipt by OUC. The making or failure to make any inspection of, or payment for or acceptance of the Goods and Services shall in no way impair OUC’s right to reject or revoke its acceptance of non-conforming Goods and Services, or to avail itself of any other remedies to which OUC may be entitled, notwithstanding OUC’s knowledge of the non-conformity, its substantiality or ease of discovery.

GC 4.0 TITLE TO MATERIALS, GOODS, AND EQUIPMENT.

Title, free of any and all liens and encumbrances, and risk of loss or damage to materials, goods, and equipment provided by Supplier as part of the services shall pass to OUC upon installation at the OUC designated facility at which the Goods and Services are to be performed (the “Facility”).

GC 5.0 SITE ACCESS CONDITIONS.

OUC shall provide Supplier access to the Facility as necessary to perform the services. Access shall be subject to Supplier’s obligation to comply with the following conditions:

5.1 Supplier shall confine its activities to only those portions of the Facility necessary for the performance of the services.

5.2 Supplier shall take all safety measures reasonably necessary to protect OUC, its permittees and licensees, and the property of each, from injury or damage caused by or resulting from the performance of services. Supplier shall follow any and all safety and security procedures established by OUC for the Facility. In the event of a security emergency, OUC may deny the Supplier access to a Facility or request that the Supplier leave the Facility.

5.3 Supplier’s performance of services shall not interfere with the use, occupancy or enjoyment of the Facility by OUC.

5.4 No work or activity performed as part of the services shall cause OUC to be in violation of any requirement of law nor shall Supplier or any agent, employee or representative violate any federal, state or local laws while performing services.

GC 6.0 DRUG-FREE WORKPLACE.

The Supplier’s and subcontractor’s personnel who perform the work in connection with this Contract shall conform to the Orlando Utilities Commission (OUC) Alcohol and Controlled Substance Abuse Policy. This policy may be found on the Orlando Utilities Commission’s website, www.ouc.com under “Supplier Information”.

GC 7.0 PROTECTION OF PROPERTY AND PUBLIC LIABILITY.

The Supplier shall be accountable for any damages resulting from his operations. He shall be fully responsible for the protection of all persons including members of the public, employees of OUC, and employees of other Suppliers or Subcontractors, and all public and private property including structures, sewers, and utilities, above and below ground.

GC 8.0 INSURANCE.

Except as otherwise specified in this Contract, the Supplier and its subcontractors of any tier will be required at their own expense to maintain in effect at all times during the performance of the work insurance coverages with limits not less than those set forth below with insurers and under forms of policies satisfactory to OUC. It shall be the responsibility of the Supplier to maintain adequate insurance coverage and to assure that subcontractors are adequately insured at all times. Failure of the Supplier to maintain adequate coverage shall not relieve him of any contractual responsibility or obligation.

The requirements specified herein as to types, limits, and OUC's approval of insurance coverage to be maintained by the Supplier and its subcontractors are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by the Supplier and its subcontractors under this Contract.

Any insurance carried by OUC that may be applicable shall be deemed to be excess insurance and the Supplier's insurance primary for all purposes despite any conflicting provision in the Supplier's policies to the contrary.

8.1 Certificates of Insurance.

At the time of execution of this Contract and each subcontract, but in any event prior to commencing work at the jobsite, and as a condition precedent to the Supplier's and its subcontractors' initiation of performance, the Supplier and its subcontractors shall furnish OUC with certificates of insurance as evidence that policies providing the required coverage and limits of insurance are in full force and effect. The certificates shall provide that any Supplier issuing an insurance policy for the work under this Contract shall provide not less than 30 days advance notice in writing to OUC prior to cancellation, termination, or material change of any policy of insurance. In addition, the Supplier shall immediately provide written notice to OUC upon receipt of notice of cancellation of an insurance policy or a decision to terminate or alter an insurance policy. All certificates of insurance shall clearly state that all applicable requirements have been satisfied, including certification that the policies are of the "occurrence" type. Certificates of insurance for Supplier- and subcontractor-furnished insurance and notices of any cancellations, terminations, or alterations of such policies shall be mailed to OUC, at the addresses listed in the Contract.

8.2 Additional Insureds.

All insurance coverages furnished under this Contract except Workers' Compensation, Employers' Liability and Professional liability shall include OUC, and their partners, commissioners, directors, officers, agents, and employees as additional insureds with respect to the activities of the Supplier and its subcontractors.

Notwithstanding any other provision of these policies, the insurance afforded shall apply separately to each insured, named insured, or additional insured with respect to any claim, suit, or judgment made or brought by or for any other insured, named insured, or additional insured as though a separate policy had been issued to each.

OUC shall not by reason of their inclusion under these policies incur liability to the insurance carrier for payment of premium for these policies.

8.3 Waiver of Subrogation.

The Supplier and its subcontractors shall require their insurance carriers, with respect to all insurance policies, to waive all rights of subrogation against OUC, their partners, commissioners, directors, officers, agents, and employees and against other Suppliers and subcontractors.

8.4 Workers' Compensation and Employer’s Liability.

This insurance shall protect the Supplier against all claims under applicable state workmen's compensation laws. The Supplier shall also be protected against claims for injury, disease, or death of employees that, for any reason, may not fall within the provisions of a workmen's compensation law. This policy shall include an "all states" or "other states" endorsement.

Exemption certificates shall be accepted if valid during the term of the Contract, but only for those eligible corporate officers pursuant to Chapter 440, Florida Statutes. Proof of workers’ compensation coverage must still be provided for all employees, sub-contractors not eligible for exemption.

The liability limits shall not be less than:

Workers' compensation Statutory Employer’s liability $1,000,000 each occurrence

8.5 Comprehensive Automobile Liability.

This insurance shall be written in comprehensive form and shall protect the Supplier and the additional insureds against all claims for injuries to members of the public and damage to property of others arising from the use of motor vehicles, and shall cover operation on or off the site of all motor vehicles licensed for highway use, whether they are owned, non-owned, or hired.

The liability limits shall not be less than:

Bodily injury and $1,000,000 limit each occurrence property damage

8.6 Commercial General Liability.

This insurance shall be an "occurrence" type policy (excluding automobile liability) written in comprehensive form and shall protect the Supplier and the additional insureds against all claims arising from bodily injury, sickness, disease, or death of any person or damage to property of OUC or others arising out of any act or omission of the Supplier or its agents, employees, or subcontractors. This policy shall also include protection against claims insured by usual bodily injury liability coverage, a "contractual liability" endorsement to insure the contractual liability assumed by the Supplier under the article entitled INDEMNIFICATION, and "Completed Operations and Products Liability" coverage (to remain in force for two (2) years after final payment and subsequent to project completion). OUC may allow in its sole discretion, a combination of General Liability coverage and Umbrella coverage to satisfy required liability limits

If the Supplier's work, or work under its direction, requires blasting, explosive conditions, or underground operations, the comprehensive general liability coverage shall contain no exclusion relative to blasting, explosion, collapse of structures, or damage to underground property.

The liability limits shall not be less than:

Bodily injury and a $2,000,000 limit for each occurrence of property damage

8.7 Supplier’s Pollution Liability.

This insurance provides environmental liability coverage for claims caused by pollution events arising out of contractor operations or completed operations of the contracted services performed by or on behalf of the insured contractor. Coverage must apply to Bodily Injury including death, property damage, including physical damage, loss of use, clean-up costs, defense costs and loss of use of property/equipment on site but not otherwise damaged or destroyed. Such coverage must remain in force for two (2) years after final payment and subsequent to project completion. Limits of liability will not be less than Two Million ($2,000,000) Dollars in combined single limits for bodily injury and property damage.

GC 9.0 WARRANTY.

Equipment Warranty. Supplier warrants that the goods, materials and equipment provided under the Contract shall be free from defects in workmanship and material upon Delivery. To the extent that Supplier secures an extended warranty on any piece of the goods, materials and equipment purchased from a manufacturer or vendor, the vendor or manufacturer warranty on that piece of such goods, materials and equipment shall be assigned to OUC by Supplier and Supplier will cooperate with OUC in the enforcement of such warranty.

9.1 Services Warranty. The Supplier warrants that all the services furnished hereunder shall be produced and furnished in compliance with all applicable federal state and local laws, orders and regulations. OUC shall have the benefit of all warranties implied at law, and all express warranties made by the Supplier. Unless others specified herein, the Supplier shall obtain all permits necessary for performance under this Contract. Supplier warrants that the services performed hereunder will reflect competent professional knowledge and judgment.

GC 10.0 PAYMENT OF INVOICES.

Payment of each Supplier invoice by OUC shall be made within thirty (30) days after the date of receipt of Supplier’s invoice and verification of compliance of the Goods and Services with the terms of the specifications attached to this Contract or in the bid package, if applicable. OUC reserves the right to withhold payment for any non-conforming Goods and Services provided by Supplier.

GC 11.0 INDEMNIFICATION.

Supplier shall to the maximum extent permitted by law defend, indemnify, and hold harmless OUC, its commissioners, officers, directors, and employees from and against all claims, damages, losses, and expenses, (including but not limited to fees and charges of attorneys or other professionals and court and arbitration or other dispute resolution costs) arising out of or resulting from (i) all third-party claims for labor and materials furnished under this Contract for which OUC may become liable for payment under the laws of the state, (ii) the provision of Goods and Services by Supplier or any person or organization directly or indirectly employed by the Supplier to furnish any of the Goods and Services or anyone for whose acts any of them may be liable, (iii) breach of the terms of the Contract by Supplier or any person or organization directly or indirectly employed by the Supplier to furnish any of the Goods and Services, (iv) violations of applicable law by Supplier or any person or organization directly or indirectly employed by the

Supplier to furnish any of the Goods and Services or anyone for whose acts any of them may be liable, (v) injury or disease or death of third parties (including OUC employees and agents and those of Supplier), or damage to property caused by the negligence, strict liability or willful misconduct of the Supplier or any person or organization directly or indirectly employed by the Supplier to furnish any of the Goods and Services or anyone for whose acts any of them may be liable. Notwithstanding anything in this Section to the contrary, the liability of Supplier under this Section for the indemnification of OUC, its commissioners, officers, directors and employees shall not exceed the greater of (i) the price paid by OUC under the Contract for the Goods and Services or (ii) Two Million ($2,000,000) Dollars.

GC 12.0 TERMINATION FOR DEFAULT.

If the work to be done under this Contract is abandoned by the Supplier; or if this Contract is assigned by him without the written consent of the OUC; or if the Supplier is adjudged bankrupt; or if a general assignment of its assets is made for the benefit of its creditors; or if a receiver is appointed for the Supplier or any of its property; or if he fails to properly manage the work; or if he persistently refuses or fails to supply enough properly skilled workmen or proper material; or if he fails to make prompt payment to Subcontractors for material or labor; if the performance of the work under this Contract is being unnecessarily delayed; the Supplier is violating any of the conditions of this Contract; he is executing the same in bad faith or otherwise not in accordance with the terms of said Contract; or if the work is not substantially completed within the time named for its completion or within the time to which such completion date may be extended; then OUC may serve written notice upon the Supplier of said OUC's intention to terminate this Contract. Unless within ten (10) business days after the serving of such notice an arrangement satisfactory to OUC is made for continuance of this Contract. OUC may, at its option, terminate this Contract. OUC may further pursue any rights or remedies to which it may be entitled at law or in equity.

If, after termination pursuant to this article, it is determined for any reason that the Supplier was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to e GC.13, TERMINATION FOR OUC’S CONVENIENCE.

GC 13.0 TERMINATION FOR OUC’S CONVENIENCE.

OUC shall have the right in its sole discretion to terminate by written notice, in whole or in part, the Contract for its convenience. OUC shall pay Supplier for any Goods and Services provided under the specifications attached to this Contract or in the bid package, if applicable, prior to the termination date.

GC 14.0 LAWS AND REGULATIONS.

The Supplier shall observe and comply with all ordinances, laws, codes and regulations, and shall protect and indemnify OUC and OUC's commissioners, officers and agents against any claim or liability arising from or based on any violation of the same. Supplier shall be responsible for obtaining and maintaining any licenses, permits, and/or other authorizations of any kind required to furnish the Goods and Services.

GC 15.0 TAXES AND PERMITS.

The Supplier shall pay all sales, use, and other taxes that are lawfully assessed against OUC or Supplier in connection with the work included in this Contract and shall obtain and pay for all licenses and inspections required for the work.

GC 16.0 INDEPENDENT CONTRACTOR.

The relation of the Supplier to OUC shall be that of an independent Contractor.

GC 17.0 HAZARDOUS MATERIALS.

Any Hazardous Materials used by Supplier in providing the Goods and Services shall be packaged, shipped, handled, labeled and disposed of by Supplier in a manner that complies with all federal, state and local laws or regulations applicable to Hazardous Materials. No Hazardous Materials shall be stored by Supplier at the Facility before, during or after the performance under this Contract. Supplier shall, at its expense, remove, transport and dispose of all Hazardous Materials (i) brought by Supplier to the Facility or (ii) disturbed by Supplier’s performance under this Contract or created by Supplier’s use, handling or combination of non- hazardous materials brought by Supplier to the Facility. For purposes of the Contract, the term “Hazardous Materials” shall mean any substance which by law requires special handling, containment or disposal, including without limitation “hazardous substances” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 USC Sections 9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 USC Sections 5101, et seq.), “hazardous wastes” as defined in the Resource Conservation and Recovery Act, as amended (42 USC Sections 9601, et seq.), “toxic substances” as defined in the Toxic Substance Control Act as amended (15 USC Section 2601 et seq.), as amended and in the regulations adopted, published, and promulgated pursuant thereto.

Supplier warrants that in providing the Goods and Services it shall comply, when applicable, with all federal, state and local laws and regulations including but not limited to the following:

(a) Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended by the Superfund Amendment and Reauthorization Act of 1986 ("SARA"), 42 U.S.C. §9601, et seq. (hereinafter collectively "CERCLA");

(b) Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 ("RCRA") and subsequent Hazardous and Solid Waste Amendments of 1984, also known as the 1984 "RCRA" amendments, 42 U.

S.C. §6901 et seq.;

(c) Toxic Substance Control Act, as amended, 15 U.S.C. §2601 et seq.;

(d) Hazardous Material Transportation Act, 49 U.S.C. §1801, et seq.;

Any other federal, state or local law, regulation, ordinance or order pertaining to the environment not included above.

GC 19.0 Compliance with Critical Infrastructure Protection (CIP).

If the Supplier will require access to any of the OUC assets listed below (“High & Medium (H&M) Covered Assets”) in order to provide the Services under this Agreement, then the Supplier shall provide the OUC NERC Compliance Standards (NCS) department via email at NERCCompliance@OUC.com with a list of Supplier employees or agents that will be performing the services so that they can be cleared for access to H&M Covered Assets per the regulations of the Federal Energy Regulatory Commission (FERC).

19.1 H&M Covered Assets include:

19.1.1 High Impact BES Cyber Systems (HIBCS) and the system’s associated:

A. Electronic Access Control and Monitoring Systems (EACMS) B. Physical Access Control Systems (PACS)

19.1.2 Medium Impact BES Cyber Systems (MIBCS) with External Routable Connectivity (ERC) and the system’s associated:

A. EACMS

B. PACS

a. BES Cyber System Information (BCSI) storage locations, whether physical or electronic

19.2 Clearing Supplier Employees and Agents

19.2.1 In order to be cleared for access and gain CIP Clearance to H&M Covered Assets, the Supplier must complete a Personnel Risk Assessment (PRA). The PRA consists of a 7-year background check and an Identity Verification (IDV) process. The final step before receiving CIP Clearance is the completion of online CIP Training assigned to the Supplier. The OUC NSC department shall facilitate the PRA and Training processes.

19.2.2 If there is any change of status in the employment of any Supplier employee or agent granted access to the H&M Covered Assets, the Supplier is responsible for alerting the OUC NSC department in writing via email to NERCCompliance@ouc.com within 24 hours. For purposes of this section, change in status means an individual who is no longer employed by the Supplier to perform Services on the H&M Covered Assets or who no longer has a need for such access under this Agreement. Failure to provide such notice may result in a violation of FERC regulations.

GC 20.0 PROJECTS REQUIRING NOTIFICATION OF ENVIRONMENTAL DEPARTMENT.

If the Supplier determines that it will become necessary as part of providing the Goods and Services to excavate soils or pump groundwater or stormwater and such activities were not contemplated under the specifications attached to this Contract or attached to the bid package, if applicable, Supplier may not proceed with that portion of the Goods and Services until notice has been provided to OUC and OUC’s approval in writing to proceed has been granted.

GC 21.0 WAIVERS.

The failure of either Party to enforce at any time any of the provisions of the Contract or to require at any time performance by the other Party of any of such provisions, shall in no way be construed to be a waiver of such provision, nor in any way to affect the validity of the Contract, or any parts thereof, or the right of either Party thereafter to enforce each and every provision.

GC 22.0 NO-THIRD PARTY BENEFICIARIES.

The provisions of the Contract are only for the benefit of the Parties hereto and not for any other legal entity or person.

GC 23.0 SEVERABILITY.

Should any of the provisions of the Contract, or parts thereof, be held invalid, such provisions, or parts thereof, shall be considered severable and such invalidity shall not affect the remainder of the Contract.

GC 24.0 ASSIGNMENT AND SUBLETTING OF CONTRACT.

The Supplier shall not assign or sublet the work, or any part thereof, without the previous written consent of OUC, nor shall it assign, by power of attorney or otherwise, any of the money payable under this Contract unless by and with the like consent of OUC to be signified in like manner.

GC 25.0 FINAL PAYMENT/WAIVER.

The acceptance by the Supplier of the last payment from OUC under the Contract shall be a release to OUC and every officer and agent thereof, from all claims and liability hereunder for anything done or furnished for, or relating to the work performed under this Contract or for any act or neglect of OUC or of any person relating to or affecting the work performed under that Contract.

GC 26.0 CLAIMS FOR LABOR.

The Supplier shall indemnify and save harmless OUC from all claims for labor, materials, goods or equipment furnished under this Contract. When requested by OUC, the Supplier shall submit satisfactory evidence that all persons, firms, or corporations who have done work or furnished materials under this Contract, for which OUC may become liable under the laws of the state, have been fully paid or satisfactorily secured. In case such evidence is not furnished or is not satisfactory, an amount will be retained from money due the Supplier which in addition to any other sums that may be retained will be sufficient, in the opinion of OUC, to meet all claims of the persons, firms, and corporations as aforesaid. Such sum shall be retained until the liabilities as aforesaid are fully discharged or satisfactorily secured.

Before final acceptance of the work by OUC, the Supplier shall submit to OUC in duplicate a notarized affidavit stating that all subcontractors, vendors, persons or firms who have furnished labor, materials, goods or equipment for the work have been fully paid and that all taxes have been paid. A statement from the Surety shall also be submitted consenting to the making of the final payment (when a Performance Bond is provided).

GC 27.0 BINDING EFFECT.

All of the provisions of the Contract shall be binding upon and inure to the benefit of and be enforceable by the legal representatives, successors and assignees of OUC and Supplier.

GC 28.0 TIME IS OF THE ESSENCE.

Time is hereby declared of the essence in the performance of each and every provision of the Contract.

GC 29.0 RIGHT TO INSPECT/AUDIT DOCUMENTS.

During the term of this Contract and for a period of three (3) years following its termination, OUC shall have the right, at reasonable times and upon reasonable notice, to audit and inspect, any and all of the records having a bearing upon matters dealing with the Contract. Supplier shall grant representatives of OUC full access to these records to the extent necessary to adequately permit evaluation and verification of compliance with the terms and conditions of this Contract specifically including cost and allocations. Should Contractor have Service Organization Control (SOC) audits, Contractor shall provide, upon OUC request, a copy of their SSAE-16 SOC1 or SOC2 audit reports.

GC 30.0 GOVERNING LAWS.

The validity, construction, and performance of the Contract, shall be governed exclusively by the laws of the State of Florida. Venue shall be any court of competent jurisdiction located in Orange County, Florida. The Parties agree that in no event shall the Uniform Law on the Formation of Contracts for the Sale of Goods, based upon the United Nations Convention on Contracts for the International Sale of Goods (CISG) be applicable to this Contract. If the Supplier’s Goods or Services will gather or utilize OUC data that is subject to the European Union’s General Data Protection Regulation (“GDPR”), Supplier shall comply with the requirements of the GDPR and shall indemnify and hold OUC harmless from any such usage.

Supplier will not be liable for failure to perform any obligation or delay in performance of Work resulting from any cause beyond the reasonable control of Supplier, or from any act of God; act of civil or military authority; act of war whether declared or undeclared; act (including delay, failure to act, or priority) of any governmental authority (federal, state or local); civil disturbance; insurrection or riot; sabotage; fire; inclement weather conditions; earthquake; or flood. Notwithstanding the above, Supplier shall not be excused from performance of any service under this GC. 31 for any cause resulting from the negligence of Supplier or failure to properly assess the availability of laborers, skilled trades or other workers or the timing of its service.

31.2 Extension of Services Schedule.

In the event of a delay or interruption in performance of service excusable under this GC. 31, the time of performance of such service by Supplier will be extended by a period of time the Parties agree is reasonably necessary to overcome the effects of the delay. An extension of time shall be the sole and exclusive remedy for any damages due to delay, including but not limited to loss of profits, loss of use, equipment rental or overhead expenses.

31.3 OUC Termination for Excessive Delay.

If due to the conditions specified above Article 31.1 the Supplier’s service is delayed for a period of more than ninety (90) days, OUC may terminate the Contract and shall have no further liability to Supplier except for payment for Goods and Services completed and Delivered in accordance with the Contract up to the termination date.

GC 32.0 DISPUTE PROCESS.

(10) days' written notice to the other Party; provided, however, that if one Party has requested the other to participate in a nonbinding procedure, as provided for under this Section, and the other has failed to participate, the requesting Party may initiate litigation before the expiration of the above period.

32.4.1 Either Party may give the other Party written notice of any dispute not resolved in the normal course of business. Executives of both Parties at levels one step above the project personnel who have not previously been involved in the dispute shall meet at a mutually acceptable time and place within ten

(10) days after delivery of such notice and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved by these persons within thirty (30) days of the disputing party's notice, or if the Parties fail to meet within ten

(10) days, the dispute shall be referred to senior executives of both Parties who have authority to settle the dispute and who shall likewise meet to attempt to resolve the dispute. If the matter has not been resolved within thirty (30) days from the referral of the dispute to senior executives, or if no meeting of senior executives has taken place within fifteen (15) days after such referral, either Party may initiate mediation as provided hereinafter.

32.5.1 If the dispute has not been resolved by negotiation as provided herein, the Parties shall endeavor to settle the dispute by mediation. Either Party may initiate a mediation proceeding by a request in writing to the other Party. Thereupon, both Parties will be obligated to engage in mediation. The proceeding will be conducted in accordance with the then current International Institute for Conflict Prevention & Resolution, Inc. ("CPR") Model Procedure for Mediation of Business Dispute or other mutually agreed upon procedures, with the following exceptions:

32.5.2 The Parties regard the aforesaid obligation to mediate as an essential provision of this Contract and one that is legally binding on them. In case of a violation of such obligation by either Party, the other may bring an action to seek enforcement of such obligation in any court of law having jurisdiction thereof.

(10) days written notice to the other Party; provided, however, that if one Party has requested the other to participate in a nonbinding procedure, as provided for under this Section, and the other has failed to participate, the requesting Party may initiate litigation before the expiration of the above period.

GC 33.0 OUC’S EQUIPMENT.

Supplier assumes sole liability and responsibility for all injuries, claims, damages, losses or expenses which arise out of or result from the use of any OUC tools, vehicles, or other equipment whether borrowed or leased, to perform any work under this Contract. Supplier acknowledges that any OUC equipment made available for use by Supplier, Subcontractor, employee or agent is provided “as is” and utilized by Supplier at its own risk. Supplier agrees to fully indemnify OUC, its commissioners, officers, officials, employees, and agents for personal injury including death and/or property damage which results from or arises from the use of OUC equipment while under Supplier’s custody and control and to immediately repair or replace borrowed equipment which is damaged or lost.

GC 34.0 CONDITIONS FOR EMERGENCY/HURRICANE OR DISASTER.

It is hereby made a part of this Contract that before, during and after a public emergency, disaster, hurricane, flood, or other acts of God that OUC shall require a “first priority” basis for Goods and Services. It is vital and imperative that the majority of citizens are protected from any emergency situation which threatens public health and safety, as determined by OUC. Supplier agrees to rent/sell/lease all goods and to provide Goods and Services to OUC on a first priority basis. OUC expects to pay prices agreed under this Contract for all Goods or Services required during an emergency situation. Supplier/Contractor shall furnish a twenty-four (24) hour phone number in the event of such an emergency.

GC 35.0 INFRINGEMENT OF PATENTS, COPYRIGHTS AND TRADE SECRETS.

Supplier warrants that it holds all right, title and interest to, or has sufficient license rights in, any patents, copyrights, trade secrets or other proprietary right necessary to provide the Goods and Services and any licensing fees or royalties required to allow OUC to utilize the Goods and Services are included as part of the Contract price. Supplier further warrants that OUC’s (including its contractors and agents) use of the Goods and Services shall not infringe upon the patents, copyright, trade secrets or other intellectual property of third parties. Supplier will, at its own expense, defend or at its option settle any suit or proceeding brought against OUC so far as based on an allegation that any Goods and Services (or any part thereof), or use thereof for its intended purpose, constitutes an infringement of any patent, copyright, trade secret or other proprietary right of a third party. Supplier will pay the damages and costs awarded in any suit or proceeding so defended. In case any suit or proceeding so defended is held to constitute infringement or its use by OUC is enjoined, Supplier will, at its option and its own expense, either: (a) procure for OUC the right to continue using said Goods and Services; (b) replace them with substantially equivalent non-infringing Goods and Services; or (c) modify them so they become non-infringing.

GC 36.0 PUBLIC RECORDS NOTICE.

IF THE SUPPLIER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE SUPPLIER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL ADDRESS AND MAILING ADDRESS PROVIDED BELOW.

Supplier acknowledges that OUC is subject to Chapter 119, Florida Statutes (“Public Records Law”) and that any record (regardless of form or format) created to memorialize OUC business or used to make OUC business decisions is considered a public record, unless exempted or deemed confidential by law or the Florida Constitution (“OUC Business Records”). Any OUC Business record provided to or generated by Supplier coincident with providing Goods and Services under this Contract (Agreement) must be kept and maintained in accordance with the Public Records Law. Any such OUC Business Records held by Supplier must also be made available to the public for inspection or copying, within a reasonable time if requested under the Public Records Law. Further, upon request of OUC’s records custodian, Supplier shall provide OUC a copy of the requested OUC Business Records or allow such records to be inspected or copied, within a reasonable time, at a cost that does not exceed the rate provided in the Public Records Law.

Supplier shall ensure that OUC Business 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 Supplier does not transfer the records to OUC. Upon completion of the Contract, Supplier may transfer, at no cost to OUC, all OUC Business Records in possession of Supplier or keep and maintain OUC Business Records required by OUC to perform the services or work.

If Supplier receives a public records request for any OUC Business Records, Supplier shall notify OUC’s Records Custodian in writing by email or US Mail at the following email address and provide OUC a copy of the request:

Custodian of Records c/o Orlando Utilities Commission 100 West Anderson Street Orlando, Florida 32801 Email: recordscustodian@ouc.com Telephone: (407) 434-2727

Supplier shall provide any OUC Business Records responsive to the public records request to OUC along with the above notice. Supplier shall respond to the requestor within one working day from the date of receiving the public records request that all requests for such information should be provided to the OUC Records Custodian at the above address and email. Supplier shall keep all OUC Business Records stored in separate files (both hard copy and electronic) to minimizes the chances of exposing Supplier files to a public records dispute.

Supplier shall routinely demonstrate that any electronic OUC public records can be transferred to OUC in a format that is compatible with OUC and industry standards (e.g. ASCII Text, Adobe PDF, XML, EDIF, CSV, etc.). Encryption of files and data must be accompanied with the appropriate mechanisms to transfer the data successfully (e.g. passwords, cipher, PGP, and SSL keys). Upon request from a member of the public, from OUC, or at the termination of services, Supplier shall provide any or all records in the OUC supported format.

If the Supplier transfers all OUC Business Records to OUC upon completion of the Contract, Supplier shall destroy any duplicate OUC Business Records that are exempt or confidential and exempt from public records disclosure requirements. If the Supplier keeps and maintains OUC Business Records upon completion of the Contract, the Supplier shall meet all applicable requirements for maintaining public records.

GC 37.0 E-VERIFY REQUIREMENTS

Pursuant to Section 448.095, Florida Statutes, Supplier acknowledges that if awarded a Contract pursuant to this bid, Supplier and its subcontractors are required to utilize the U.S. Department of Homeland Security’s (DHS) E-verify system to verify the employment eligibility status of all new employees hired by the Supplier during the Contract term. Supplier shall include in related subcontracts a requirement that sub-contractors performing work or providing services pursuant to the Contract utilize the E-Verify system to verify employment of all new employees hired by the sub-contractor during the Contract term.

By executing this Contract, the Supplier certifies that it is registered with, and uses, the E-Verify system for all newly hired employees. In addition, if Supplier enters into a contract with a subcontractor, the Supplier must obtain an affidavit from its subcontractor(s) in accordance with paragraph (2)(b) of section 448.095, F.S., and shall maintain a copy of such affidavit for the duration of the Contract.

This section serves as notice to the Supplier regarding the requirements of section 448.05, F.S., specifically sub-paragraph (2)(c)(1), and OUC’s obligation to terminate the Contract if it has a good faith belief that the Supplier has knowingly violated section 448.09(1), F.S. If terminated for such reason, the Supplier will not be eligible for award of a public contract for at least one year after the date of such termination. OUC reserves the right to order the immediate termination of any contract between the Supplier and a subcontractor performing work on its behalf should OUC develop a good faith belief that the subcontractor has knowingly violated section 448.095(1), F.S.