Exhibit_1_-_The_Contract.pdf

RFP26-0459 Camping World Stadium LED Display Upgrades

Procurement and Contracts Division (RFP) Page: 1

CONTRACT

THIS CONTRACT (“Contract”), effective as of the day of ____________, 2026, is made by and between the City of Orlando, a municipal corporation existing under the laws of the

State of Florida, hereinafter referred to as the "City" and _________________________________, hereinafter referred to as the "Contractor". For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

I. SCOPE

The Contractor is to perform the work (“Work”) as defined in the Request for Proposal and amendments, if any, the Request for Proposal and any amendments thereto being attached hereto as Exhibit "A", incorporated by reference herein and made a part thereof as fully as if herein set forth. Except as otherwise specified herein or in the Request for Proposal, the

Contractor shall perform the Work in accordance with Contractor’s Proposal to the City, attached hereto as Exhibit ‘B’ and incorporated herein by this reference, as modified by Contractor’s Best and Final Offer, attached hereto as Exhibit ‘B-1’ and incorporated herein by this reference, and shall furnish all materials, tools, equipment, manpower, and consumables to complete the Work.

Contractor’s Work shall include all items in the LED Displays and Installation Base Bid in

Contractor’s Best and Final Offer. Contractor’s Work shall also include Years 3 through

10 inclusive in the Extended Warranty – Parts and Labor option as identified and priced in

Contractor’s Best and Final Offer.

II. ORDER OF PRECEDENCE

For the resolution and interpretation of any inconsistencies in this Contract and/or the documents attached hereto and included herein by this reference, the precedence of these documents shall be given in the following order:

1. This Contract with any Attachments, including Addendums(s) and

Amendment(s) hereto, but excluding Exhibit “A” (the RFP) and Exhibit

“B”(Contractor’s Proposal);

2. If applicable, negotiated amendments or clarification to the Contractor’s

Proposal which have been incorporated by reference into the final Contract;

3. City’s Request for Proposal (Exhibit “A”) as modified by its Request for Best and Final Offers (Exhibit “A-1”); and

4. Contractor's Proposal (Exhibit B) as modified by Contractor's Best and Final

Offer (Exhibit B-1).

Procurement and Contracts Division (RFP) Page: 2

III. TERM OF CONTRACT

The period of this Contract shall be for five (5) years, beginning on ____________, 2026, and ending on ____________2031. This Contract may, by mutual written assent of the parties, be extended for five (5) additional one (1) year periods or portions thereof, up to a cumulative total of ten (10) years.

IV. COMPENSATION

The Contractor agrees to provide the services and materials as specified in its proposal to the City at the cost specified in said proposal and amendments, if any. The amount as specified in Exhibit "B", may be increased or decreased by the City under the Extra Work provision of this Contract, through the issuance of an Addendum, if applicable. Unless otherwise provided in this Contract or in any document attached hereto or incorporated herein, any prices specified in this Contract or an Addendum hereto, will remain firm for the term of the Contract or Addendum. Notwithstanding the foregoing, any charges for any future years of Contractor’s Extended Warranty – Parts and Labor shall be paid and payable in full at the time of substantial completion of the Work, separate and apart from the schedule of payment for the balance of the Work.

V. PAYMENT

A. Any compensation due for the Work, except charges for the Extended Warranty –

Parts and Labor, shall be payable as follows: thirty percent (30 %) shall be due upon execution of this Agreement; fifteen percent (15 %) shall be due upon the first LED equipment delivery to Camping World Stadium; fifteen percent (15 %) shall be due upon the final LED equipment delivery to Camping World Stadium; twenty-five percent (25 %) shall be due upon substantial completion of all the Work; and ten percent (10%) shall be due upon final acceptance of Contractor’s Work. A five percent (5%) retainage of each of the foregoing payments shall be held by City until substantial completion, at which time this shall be released to Contractor.

B. All invoices received by the City are payable within thirty (30) days from receipt, provided they have first been approved by the using department, and such department has accepted the Work. The using department shall review each invoice and determine if it accepts the Work within fifteen (15) business days of the City’s receipt of invoice. By the sixteenth business day after the City’s receipt of an invoice, if that department has notified Contractor that the invoice is not approved or that the Work is not acceptable, the invoice shall be deemed approved and the

Work subject to the invoice accepted. If, however, the using department timely

Procurement and Contracts Division (RFP) Page: 3 notifies Contractor that all or any part of the invoice is not approved and/or all or any part of the Work is not accepted, it must provide Contractor with specific reasons for the invoice not being approved and specific reasons for any Work not being accepted. The objectionable invoice shall become payable, and the period for payment shall commence, upon approval and acceptance of Contractor’s completion or remediation of the Work specifically identified by the using department. All invoices shall be directed to the Accounts Payable Section, City of

Orlando, 400 South Orange Avenue, Orlando, Florida, 32801-3302.

C. All invoices seeking payment for equipment deliveries shall contain the serial numbers of any and all items delivered, and the City may partially withhold payment for charges for any equipment not delivered or not bearing a matching serial number. The City or its designee shall be entitled to inspect all equipment within a reasonable time after delivery to Camping World Stadium and to refuse to accept any equipment that is damaged, below industry standard condition, or otherwise not substantially compliant at the time of inspection with Contractor’s prior representations, in which case partial payment for charges for the rejected equipment may be withheld until remedied by Contractor.

NOTE: ALL INVOICES MUST CLEARLY INDICATE THE CITY

CONTRACT NUMBER AS STATED HEREIN.

VI. FISCAL YEAR FUNDING APPROPRIATION

A. Specified Period

Unless otherwise provided by law, a contract for supplies or services may be entered into for any period of time deemed to be in the best interest of the City.

Payment and performance obligations for succeeding fiscal periods shall be subject to appropriation by City Council of funds therefor.

B. Cancellation Due to Unavailability of Funds in Succeeding Fiscal Periods

When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, the Contract shall be canceled and the Contractor shall be entitled to reimbursement for the reasonable value of any services and equipment provided to the City up to the date of the

Contract’s cancellation.

VII. GENERAL CONDITIONS

A. Patents and Copyrights

The Contractor shall pay all royalties and assume all costs arising from the use of

Procurement and Contracts Division (RFP) Page: 4 any invention, design, process, materials, equipment, product or device in performance of the Work, which is the subject of patent rights or copyrights.

Contractor shall, at its own expense, hold harmless and defend the City against any claim, suit or proceeding brought against the City which is based upon a claim, whether rightful or otherwise, that the Work, or any part thereof, furnished under this Contract, constitutes an infringement of any patent or copyright of the United

States. The Contractor shall pay all damages and costs awarded against the City.

The City, Florida Citrus Sports Association, Inc. (FCS), and Contractor shall each retain all right, title, and interest in and to their respective intellectual properties.

With regard to Contractor's trademarks including those trademarks associated with the LED Displays, whether registered or unregistered, whether owned or licensed by Contractor, and any trademarks owned by City or FCS, each party may use the other’s trademarks only with the other’s express written permission. All such uses shall inure to the benefit of the owner of the trademark(s) at issue, and each party understands that it has no rights in or to the trademarks of the other beyond what is expressly granted. Each party expressly waives any and all claims it may now or hereafter have to the others’ intellectual properties.

B. Termination for Default

1. The performance of Work under this Contract may be terminated by the

City’s Chief Procurement Officer, in whole or in part, in writing, whenever the Chief Procurement Officer shall determine that the Contractor has failed to meet the performance requirements of this Contract.

2. The Chief Procurement Officer has a right to terminate for default if the

Contractor fails to make delivery of the supplies or perform the Work, or if the Contractor fails to perform the Work within the time specified in the

Contract, or if the Contractor fails to perform any other provisions of the

Contract.

3. Notwithstanding anything contained in subsections 1 or 2 above to the contrary, before the Contract can be terminated, the Chief Procurement

Officer must first give Contractor notice of the specific failures in the performance requirements and/or the failure to make delivery of the supplies or performance of the Work (each a “Default”), whereupon Contractor shall have 30 days to cure the Default (the “Cure Period”) plus such additional time as it may reasonably need thereafter if it is in good faith taking the

Procurement and Contracts Division (RFP) Page: 5 appropriate measures to cure the Default but despite those measures, the

Default cannot be cured within the Cure Period.

C. Termination for Convenience

The City’s Chief Procurement Officer may terminate the Contract for convenience with thirty (30) days advance written notice to the Contractor. In the event of such a termination by the City, the City shall be liable for the payment of all Work properly performed prior to the cancellation of this Contract.

D. Warranty

The Contractor warrants that the Work including equipment and materials provided shall conform to professional standards of care and practice in effect at the time the

Work is performed, be of the highest quality, and be free from all faults, defects or errors. Whenever required by the specifications of the Request for Proposal, the

Contractor warrants that all equipment and materials provided shall be new. If the

Contractor is notified in writing of a fault, deficiency or error in the Work provided within two (2) years from completion of the Work that is not caused by any

Operator(s) of the equipment, the Contractor shall, at the City's option, either reperform such portions of the Work to correct such fault, defect or error, at no additional cost to the City, or refund to the City, the charge paid by the City, which is attributable to such portions of the faulty, defective or erroneous Work, including the costs for reperformance of the work provided by other Contractors. The term of

Contractor’s Extended Warranty – Parts and Labor shall be calculated beginning on the date of City’s final acceptance of Contractor’s Work. For purposes of this

Contract, “Operator” shall be defined as the entity that is responsible for managing and operating the equipment housed in Camping World Stadium in the execution of any game or event occurring on the event level floor or elsewhere in the venue.

E. Time of Completion

1. The City and the Contractor shall, as soon as may be reasonably practicable after execution of this Agreement, but in any event no later than ten (10) business days thereafter, agree upon a scheduling addendum stating deadlines for the performance and completion of the major components of the Work. Upon written acceptance of the scheduling addendum by both the City and the

Contractor, or upon the commencement of performance pursuant to the scheduling addendum, the scheduling addendum shall be deemed incorporated into this Agreement as if fully set forth herein and shall be fully binding on the

Procurement and Contracts Division (RFP) Page: 6 parties hereto. The scheduling addendum shall not be required to comply with the requirements of Section VIII(D) of this Agreement in order to be incorporated and binding on the parties; however, any amendment or alteration of the schedule of the Work inconsistent with the scheduling addendum shall be subject to the requirements of Section VIII(D) and must be executed with the formality required of an amendment to this Agreement.

2. The parties understand and agree that time is of the essence in the performance of this Contract. The Contractor or City, respectively, shall not be liable for any loss or damage, resulting from any delay or failure to perform its contractual obligations within the time specified, due to acts of God, actions or regulations by any governmental entity or representative, strikes or other labor trouble, fire, or any other causes, contingencies or circumstances not subject to the

Contractor's or City's control, respectively, whether of a similar or dissimilar nature, which prevent or hinder the performance of the Contractor's or City's contractual obligations, respectively, except as may be specifically stated to the contrary herein. Any such causes of delay, even though existing on the date of the Contract or on the date of the start of Work, shall extend the time of the

Contractor's or City's performance respectively, by the length of the delays occasioned thereby, including delays reasonably incident to the resumption of normal Work schedules. However, under such circumstances as described herein, the City’s Chief Procurement Officer may at her discretion, cancel this

Contract for the convenience of the City whereupon the City shall be liable for the payment of all Work properly performed prior to the cancellation of this

Contract. For clarity none of the foregoing circumstances of delay shall excuse

City from making payments to Contractor when they are due and owing.

3. Notwithstanding the foregoing, Contractor acknowledges that the Jacksonville

Jaguars will be utilizing Camping World Stadium for home games during the duration of their 2027-28 season, and therefore that all components of the Work must be completed no later than ________, 2027 or one week before the Jaguars’ first preseason home game, whichever is earlier (the “Guaranteed Completion

Deadline”), as the City is unable to modify Camping World Stadium’s schedule of operations to postpone this deadline. Contractor further acknowledges that

Camping World Stadium is undergoing a major renovation and refurbishment

Procurement and Contracts Division (RFP) Page: 7 that will extend through the summer of 2027, and therefore that all work within

Camping World Stadium or on its grounds must be coordinated with the City’s construction manager, with other trades / vendors that may be present during the same time frames, and with Orlando Venues in regards to any events occurring during the window for performing the Work. Contractor shall be solely responsible for any damages resulting from delay or inability to complete the

Work caused by Contractor’s failure to complete any portions of the Work by the Guaranteed Completion Deadline, and for any additional costs incurred because of the necessity of completing portions of the Work by alternative means. To the extent any deletions, revisions, or changes directed by the City reduce the net cost of the work to be performed, the resulting savings shall be captured by the City by a proportionate reduction in the price of the Work.

F. Indemnification and Insurance

1. Indemnity

The Contractor hereby agrees to indemnify and hold harmless the City, FCS, and each of their respective officers, agents, and employees, from and against any and all liability, claims, damages, demands, expenses, fees, fines, penalties, suits, proceedings, actions, and costs of actions, including attorneys’ fees for trial and on appeal, and for the preparation of same arising out of the

Contractor’s, its officers’, agents’, and employees’ gross negligence or intentional misconduct associated with this Contract.

2. Insurance.

a. General Insurance Requirements. Upon execution of this Contract, Contractor shall provide the City with the required Certificate(s) of Insurance in a form(s) acceptable to the City. The Certificate(s) of Insurance shall demonstrate that the

Contractor has coverage in accordance with the requirements set forth herein.

Insurance coverage must be in force throughout the Contract term. Should

Contractor fail to maintain insurance as required or to provide acceptable evidence of insurance within seven (7) days prior to the expiration date of an insurance policy, the City shall have the absolute right to terminate this Contract without any further obligation to the Contractor other than to pay Contractor for all Work performed prior to the cancellation of this Contract.

b. Subcontractors. Unless expressly specified otherwise herein or in the City’s

Request for Proposals, Contractor and its subcontractors of all tiers will be required at their own expense to maintain in effect at all times during the

Procurement and Contracts Division (RFP) Page: 8 performance of the Work insurance coverages with limits not less than those set forth below with insurers and under forms of policies satisfactory to the City. It shall be the responsibility of the Contractor to maintain the required insurance coverages and to assure that subcontractors maintain required insurance coverages at all times. Failure of Contractor to maintain adequate coverage shall not relieve it of any contractual responsibility or obligation. The requirements specified herein as to types, limits, and City’s approval of insurance coverage to be maintained by a Contractor and its subcontractors are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by the

Contractor and its subcontractors under a contract. Any insurance carried by the

City that may be applicable shall be deemed to be excess insurance and the

Contractor’s insurance primary for all purposes despite any conflicting provision in the Contractor’s policies to the contrary.

c. Certificates of Insurance. Prior to commencing work at the jobsite, and as a condition precedent to the Contractor’s and his subcontractors’ initiation of performance, the Contractor and its subcontractors shall furnish the City and

FCS with certificates of insurance as evidence that policies providing the required coverage and limits of insurance are in full force and effect. Contractor shall provide not less than thirty (30) days advance notice in writing to the City and FCS prior to cancellation, termination, or material change of any policy of insurance (except for notice of non-payment of premium for which not less than ten (10) days advance notice in writing shall be required). In addition, the

Contractor shall immediately provide written notice to the City and FCS upon receipt of notice of cancellation of an insurance policy or a decision to terminate 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 a Contractor and subcontractor-furnished insurance and notices of any cancellations, terminations, or alterations of such policies shall be mailed to the attention of the

Procurement and Contracts Division at the street address set forth for above for the submission of invoices and for FCS to 1 Citrus Bowl Place, Orlando, Florida

32805.

d. Additional Insureds. All insurance coverages furnished under a contract except

Workers’ Compensation and Employers’ Liability shall include the City, FCS and each of their officers, agents, elected officials, and employees as additional insureds with respect to the activities of the Contractor and its subcontractors.

The City shall not by reason of their inclusion under these policies incur liability

Procurement and Contracts Division (RFP) Page: 9 to the insurance carrier for payment of premium for these policies.

e. Waiver of Subrogation. The Contractor and its subcontractors shall require their insurance carriers, with respect to all insurance policies, to waive all rights of subrogation against the City, FCS, and each of their respective officers, elected officials, agents, and employees and against other Contractors and subcontractors.

f. Types of Coverage to be Provided. The Contractor (and its subcontractors to the same extent and on the same terms as set forth below for Contractor) shall maintain the following coverages and furnish the certificate(s) of insurance on the policies and renewals thereof which indicate that insurance coverage has been obtained meeting the requirements of the contract.

(i) Workers’ Compensation and Employer’s Liability. This insurance shall protect the Contractor against all claims under applicable state workmen’s compensation laws. The Contractor 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 of the 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: $100,000 each occurrence

(ii) Comprehensive Automobile Liability. This insurance shall be written in comprehensive form and shall protect the Contractor 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 vehicle 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 combined single

Property damage: limit each occurrence.

(iii) Commercial General Liability. This insurance shall be an “occurrence” type policy (excluding automobile liability) written in comprehensive

Procurement and Contracts Division (RFP) Page: 10 form and shall protect the Contractor and the additional insureds against all claims arising from bodily injury, sickness, disease, or death of any person or damage to property of the City or others arising out of any act or omission of the Contractor 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

Contractor under this Contract with the City, and “completed Operations and Products Liability” coverage (to remain in force for 2 years after final payment and subsequent to project completion). If the Contractor’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 $1,000,000 combined single

Property damage: limit each occurrence.

(iv) Contractors Pollution Liability Insurance. Contractor shall obtain and maintain in effect during the term of the contract, Contractors Pollution

Liability Insurance, written on an occurrence basis, covering the contractors and any subcontractors thereof liability for bodily injury, property damage, and environmental clean-up costs resulting from

“sudden accidental” or “gradual” pollution events, all arising out of the work or services including the transportation risk to be performed under this contract. Combined single limit per occurrence shall not be less than

$1,000,000. Annual aggregate limit shall not be less than $2,000.000.

(v) Cyber Liability Coverage. To the extent that the Contractor/Supplier provides software, hardware, software or system development, consulting services, Internet/Application Service Provided services

(e.g., outsourced functions such as web-hosting), or any other technology service, Technology Errors & Omissions (or technology professional liability coverage) insurance, including coverage for loss or disclosure of electronic data, media and content rights infringement and liability, network security failure and software copyright infringement liability due to the failure of the Contractor’s/Supplier’s products or services with limits of not less than $5,000,000 per occurrence.

Procurement and Contracts Division (RFP) Page: 11

• If the Contractor/Supplier has access to Confidential Information, Privacy and Network Security (sometimes otherwise known as

Cyber Liability) coverage which includes providing protection against liability do (a) system attacks, (b) denial or loss of service attacks, (c) spread of malicious software code, (d) unauthorized access and use of computer systems, (e) crisis management and customer notification expenses, (f) privacy regulatory defense and penalties and (g) liability arising from the loss or disclosure of confidential data with coverage limits of not less than

$10,000,000.00 per occurrence.

G. Liquidated Damages

Parties agree that the Work is essential to the operation of the venue, making timely completion of the Work of primary importance; and that as a result, damages are difficult to determine but that these liquidated damages are agreed to be a reasonable cost for any delays. Should Contractor fail to complete the Work by the

Guaranteed Completion Deadline regardless of fault of the Operator or the interference of any force majeure, the Contractor shall pay to Owner, as liquidated damages, One Hundred Thousand Dollars ($100,000) and then Ten Thousand

Dollars ($10,000) per day for each calendar day after the Guaranteed Completion

Deadline until work is completed. The City and Contractor agree that the damages that will be incurred by the City as a result of Contractor's delay in meeting a completion date are of a kind difficult to accurately estimate, and the credit herein provided is not a penalty but a reasonable forecast of the damages that will actually be incurred by the City in the event of any such delay.

H. Acceptance

The City will be deemed to have accepted all the Work after the City’s Chief

Procurement Officer is notified by the using City department of its satisfaction that the Work for their respective department is completed. Any dissatisfaction with any part of the Work shall be communicated in detail to Contractor before it is rejected.

I. Correction of Work

The Contractor shall promptly correct all Work rejected by the City as failing to conform to this Contract. The Contractor shall bear all costs of correcting such rejected Work.

J. Right to Audit Records

The City shall be entitled at its expense and upon reasonable prior notice to audit

Procurement and Contracts Division (RFP) Page: 12 the books and records of Contractor or any subcontractor to the extent that such books and records relate to the performance of the Contract or any subcontract. The

Contractor and its subcontractors shall retain and maintain financial records and other records relating to the Contract for a period of five (5) years from the date of final payment under the Contract and by the subcontractor for a period of five (5) years from the date of final payment under the subcontract unless a shorter period is otherwise authorized in writing by the City. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the 5-year period, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular 5-year period, whichever is later.

K. Time is of the Essence

The parties agree that time is of the essence in the completion of the Work called for under this Contract. The Contractor agrees that all Work shall be executed regularly, diligently, and uninterrupted (other than for circumstances described in

Section VII(E)(2) at such a rate of progress as will ensure full completion thereof within the time specified.

L. Information

All information and data furnished to or developed for the City by the Contractor or its employees, pursuant to this Contract, excluding previously copywritten materials, shall be the sole property of the City and all rights therein are reserved by the City, except that the Contractor may disclose any such information to its corporate affiliates, its agents and advisors.

M. Extra Work

1. Requested by City

The City, without invalidating this Contract, may order changes in the Work within the general scope of this Agreement consisting of additions, deletions, or other revisions, the Contract price and time being adjusted accordingly. This shall include reductions or increases in the size or alterations to the dimensions of any LED board, provided that such change is not unreasonable in light of the scale of the change or the advanced state of fabrication of the board to be changed, and provided further that in any event the City has not already inspected and accepted the board to be changed. In addition, the City may, on the same terms provided hereunder, order additional equipment and services of

Procurement and Contracts Division (RFP) Page: 13 a similar type to those provided under the existing Work for other City venues.

All such changes in the Work ordered by the City shall be authorized by written

Addendum to this Agreement and shall be executed under the applicable conditions of the Agreement. For clarity, no such changes may be made if they would or could impair timely performance by Contractor and trigger liquidated damages under Section VII G.

2. Additional Work Discovered by Contractor

If the Contractor plans to make a claim for an increase in the Contract price based upon new or unforeseen circumstances which result in the need for additional work outside the scope of the original Work, Contractor shall first before providing any additional goods or services related to such additional work give the City written notice thereof and secure the prior written approval of the City’s Chief Procurement Officer which approval will not be unreasonably withheld, delayed, or conditioned. No claim for extra work will be considered valid by the City unless first submitted in writing and approved in writing by the City’s Chief Procurement Officer.

N. Familiarity With The Work

The Contractor by executing this Contract, acknowledges full understanding of the extent and character of the Work required and the conditions surrounding the performance thereof. The City will not be responsible for any alleged misunderstanding of the Work to be furnished or completed, or any misunderstanding of conditions surrounding the performance thereof. It is understood that the execution of this Contract by the Contractor serves as its stated commitment to fulfill all the conditions referred to in this Contract.

O. Title and Risk of Loss

The title and risk of loss to the Work shall pass from the Contractor to the City upon the City's final acceptance of the Work. To the extent that the City bears any responsibility for damage or loss to equipment within the scope of this Contract due to its storage at Camping World Stadium, any other City facility, or any other facility at the City’s direction, but without intending to create or expand such responsibility, no such liability shall accrue before the City’s inspection and acceptance of same as aforesaid; and the parties agree that all liability for damage or loss prior to such inspection and acceptance shall be borne by Contractor, notwithstanding that delivery may have already occurred; provided, however, the

Procurement and Contracts Division (RFP) Page: 14

City or Camping World Stadium shall use its best efforts to provide Contractor with a secure location to store equipment before it is installed consistent with the schedule of events at Camping Word Stadium and available storage space.

P. Key Personnel

The Contractor shall assign the members of the project team as set forth in Exhibit

“B” (“Project Team”), who shall collectively devote such working time and attention as may be reasonably required to ensure that the Work is properly, economically, and efficiently performed. The Contractor acknowledges and agrees that the City selected the Contractor based on the reputation of the Contractor and the Project Team members, which were a material inducement for entry into this

Contract. All members of the Project Team, as well as other Contractor personnel performing Work, shall be qualified by training and experience to perform their assigned tasks. The Contractor agrees that the City shall have the right to approve the Contractor’s Project Team, and that the Contractor shall not change any member of the Project Team without written notice to, and approval of, the City which approval will not be unreasonably withheld, delayed or conditioned. Furthermore, if any member of the Contractor’s Project Team is removed from their duties because he/she did not provide services and/or the level of commitment required by this Contract (each a “Non-Qualified Person”), then the Contractor shall promptly replace the Non-Qualified Person with a person of comparable experience and expertise, who shall also be subject to the City's approval, which shall not be unreasonably withheld. Contractor acknowledges that its failure to comply with this section shall be deemed a material breach of this Agreement. If

Contractor materially breaches this section, Contractor shall be obligated to pay the

City as liquidated and agreed damages, and not as a penalty, Fifteen Thousand

Dollars ($15,000.00). Nothing in this section shall be construed to limit the City's right to terminate this Agreement for cause or exercise any other right or pursue any and all other remedies available under law or in equity not inconsistent with its receipt of liquidated damages if the Contractor materially breaches any provision in this section regarding the Project Team or Key Personnel. For clarity, a material breach of this section means Contractor’s failure to replace a Non-Qualified Person with a person with the experience, expertise, or availability which was lacking with the Non-Qualified Person, and who is not subject to reasonable objection by the

City.

Procurement and Contracts Division (RFP) Page: 15

Q. Disposal/Destruction

To the extent that Contractor’s duties involve disposal or destruction of any equipment that is being removed or replaced as part of the Work, Contractor shall ensure that all such equipment is disposed of by an authorized recycling or waste disposal facility, that such recycling or disposal is conducted in accordance with all applicable laws and regulations, and that all environmental laws and regulatory requirements applicable to the recycling or disposal have been satisfied. Upon completion of recycling, disposal, or destruction of the equipment; and as a condition precedent to the City’s final acceptance of the Work; Contractor shall provide the City with a Certificate of Disposal or Destruction or some other equivalent document officially documenting and certifying that the recycling, disposal, or destruction has been properly completed in accordance with this section. Notwithstanding the requirements of this section, the City may, in its sole discretion, select any equipment or components, in whole or in part, being removed or replaced as part of the Work; may exempt such selected equipment or components from recycling, disposal, or destruction; and may retain them for reuse, resale, or such other use or disposition as the City may deem appropriate.

Contractor shall not be responsible for the further use, disposition, disposal, or destruction of any equipment or components so selected for retention.

VIII. MISCELLANEOUS PROVISIONS

A. The Contractor shall not employ subcontractors without the advance written permission of the Chief Procurement Officer which permission shall not be unreasonably withheld, delayed or conditioned.

B. Assignment of this Contract shall not be made without the advance written consent of the Chief Procurement Officer.

C. The Contractor shall comply with all applicable federal, state and local laws, ordinances, rules and regulations pertaining to the performance of Work under this

Contract.

D. No waiver, alterations, consent or modification of any of the provisions of this

Contract shall be binding unless in writing and signed by the Chief Procurement

Officer or designee.

E. The Contractor is to procure all permits, licenses, and certificates, or any such

Procurement and Contracts Division (RFP) Page: 16 approvals of plans or specifications as may be required by federal, state and local laws, ordinances, rules, and regulations, for the proper execution and completion of the Work under this Contract. The City shall use its best efforts to facilitate and, to the extent possible, expedite any permits, licenses, or certificates required by the

City to the extent consistent with the policies, procedures, and requirements applicable to permit or license applicants generally.

F. All disputes between the parties shall be resolved in accordance with the City’s

Procurement Code, (Chapter 7 of the City Code).

G. This Contract is considered a non-exclusive Contract between the parties.

H. This Contract is deemed to be under and shall be governed by, and construed according to, the laws of the State of Florida.

I. Any litigation arising out of this Contract shall be had in the Courts of Orange

County, Florida.

J. The undersigned hereby certifies that this Contract is made without prior understanding, agreement or connection with any corporation, firm or person who submitted proposals for the Work covered by this Contract and is in all respects fair and without collusion or fraud. As to Contractor, the undersigned hereby warrants and certifies that they are authorized to enter into this Contract and to execute same on behalf of the Contractor as the act of the said Contractor.

K. This Contract, including any Exhibits hereto, contains all the terms and conditions agreed upon by the parties. No other agreements, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind either party hereto.

L. The City’s Chief Procurement Officer or written designee shall have authority to act on behalf of the City in matters related to this Contract, including but not limited to the sending and receiving of any notices required hereunder.

M. If any section, sentence, clause, phrase, provision, or other portion of this Contract is, for any reason, held invalid or unconstitutional by a court or other body of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent provision and such holding shall not affect the validity of the remaining portions of the Contract.

N. This Contract is solely for the benefit of the parties to the Contract and no causes

Procurement and Contracts Division (RFP) Page: 17 of action shall accrue upon or by reason hereof to or for the benefit of any third parties other than FCS.

O. Contractor shall be deemed to have satisfied the requirements of the RFP concerning payment and performance bonds by execution of and compliance with the payment bond attached hereto as Attachment “A” and the performance bond attached hereto as Attachment “B”.

P. All notices under this Contract shall be in writing and shall be deemed to have been duly received (i) when delivered personally; (ii) by first class certified mail, return receipt requested, postage prepaid upon delivery signature; (iii) delivery confirmation by a reputable overnight delivery service, postage or delivery charges prepaid; (iv) by email, when acknowledged by the recipient upon request of the sender, and which acknowledgment the recipient shall have the obligation to make promptly following receipt; to the respective addresses listed below for the parties in the Contract. Either party may designate a different address for receipt of notices by advising the other party in writing pursuant to this subsection.

Notice to Contractor shall be sent to the following:

Email: _____________________________

Notice to City shall be sent to the following:

City of Orlando Florida

Procurement and Contracts Division

400 South Orange Avenue, Fourth Floor

Orlando, Florida 32801

Attention: David Billingsley, Chief Procurement Officer

Email: David.Billingsley@Orlando.gov

With a copy, which shall not constitute Notice To:

Assistant City Attorney, Orlando Florida

400 South Orange Avenue, Third Floor

Orlando, Florida 32801

Procurement and Contracts Division (RFP) Page: 18

Attention: Mitchell Davis

Email: Mitchell.Davis@Orlando.gov

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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on the date first written above.

PROCUREMENT AND CONTRACTS DIVISION APPROVED AS TO FORM AND LEGALITY

CITY OF ORLANDO, FLORIDA for the use and reliance of the

City of Orlando, Florida, only.

By:

Chief Procurement Officer Date: , 2026

DAVID BILLINGSLEY, CPSM, C.P.M.

Name, Typed or Printed

ASSISTANT CITY ATTORNEY

Date: , 2026 ORLANDO, FLORIDA

Contractor

By:

Signature

Name & Title, Typed or Printed

Mailing Address

City, State and Zip

Area Code/Telephone Number

Email Address

STATE OF

COUNTY OF

The foregoing instrument was acknowledged before me this day of , 20 , by

, as the , on behalf of

He/she (is) personally known to me or (has) produced (type of identification)

WITNESS my hand and official seal this day of , 20 .

(SEAL) Signature of Person Taking Acknowledgment

My Commission Expires:_____________________

Typed, Printed or Stamped Name of Person Taking Acknowledge

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