Exhibit_A_-_26-SQ-112JRD_-_Sample_Agreement.pdf

AGREEMENT FOR

OCEAN CENTER - EXCLUSIVE PROFESSIONAL AUDIO-VISUAL

SERVICES FOR CONVENTION CENTER MEETINGS AND EVENTS

between

County of Volusia

123 W. Indiana Ave.

DeLand, FL 32720 and

TBD

26-SQ-112JRD

#26-SQ-112JRD

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events

AGREEMENT FOR OCEAN CENTER - EXCLUSIVE PROFESSIONAL AUDIO-VISUAL SERVICES FOR

CONVENTION CENTER MEETINGS AND EVENTS

This Agreement for Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events (hereinafter “Agreement”) made and entered by and between [AWARDED FIRM], which is duly authorized to conduct business in the State of Florida, and whose principal place of business is located at [FIRM ADDRESS] (“Contractor”) and COUNTY OF VOLUSIA, a body corporate and politic and a subdivision of the State of Florida, whose address is County of Volusia, 123 West Indiana Avenue, DeLand, Florida 32720 (“County”).

RECITALS:

WHEREAS, the County desires to retain the services of a competent and qualified Contractor to provide Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events;

and

WHEREAS, the County issued Request for Proposals 26-SQ-112JRD (the “RFP”) seeking a qualified firm to perform Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events, and has received responses from various potential vendors; and

WHEREAS, the County has determined that Contractor is fully qualified to render the required service;

and

WHEREAS, in reliance on Contractor’s response to the RFP, the County determined that the execution of this Agreement is beneficial to the people of County of Volusia, Florida.

NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated herein by reference, and other specific consideration set forth in this Agreement, the receipt and sufficiency of which is acknowledged by Contractor and County, the parties agree and stipulate as follows:

DEFINITIONS

For this Agreement and any incorporated exhibits, certain terms, phrases, words and their respective derivations shall have the meaning set forth and defined therein and shall be applicable in both. Definition of terms in the Agreement shall first be governed by this Agreement, second by the incorporated Scope of Services (Exhibit A), third by the Supplemental Scope of Services (Exhibit A-1), fourth by the Fee Schedule (Exhibit B), and fifth by the Insurance Requirements (Exhibit C). In the event of any conflict among the foregoing, the conflict shall be resolved in the order of priority set forth in the preceding sentence. If there is no applicable definition as described above, the terms, phrases, and words, and their respective derivations when used in this Agreement and the Scope of Work, shall have the meanings ascribed to them in the following order of precedence: first, in the most current edition Black’s Law Dictionary and last, in the most current edition of the Merriam-Webster Collegiate Dictionary, if a term is not defined in the Agreement or Black’s Law Dictionary.

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events

A. Agreement: This Agreement for Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events, including its articles, exhibits, addenda, and attachments.

B. Amendment: An amendment to this Agreement in writing, approved by the Director of Purchasing and Contracts, and signed by the County and Contractor authorizing a modification or revision to one or more terms or conditions of this Agreement.

C. Change Order: A written change or modification to this Agreement approved by the County’s Project Manager and Contractor, which is signed by the County and Contractor authorizing an addition, deletion, or revision in the Scope of Services, or an adjustment in the Agreement price or time, without change to any other terms or conditions of the Agreement.

D. Commission: 20% of Gross Revenue.

E. Compensation: The amount paid by Ocean Center clients to Contractor for Services.

F. Contract Administrator: The Director of Purchasing and Contracts or his/her designee responsible for addressing any concerns within this Agreement.

G. Contractor: [AWARDED FIRM]

H. Contractor’s Project Manager: The Project Manager has responsibility for administering the Contract for the Contractor and will be designated prior to execution of the Contract.

I. County: Shall mean the County of Volusia (a body corporate and politic and a subdivision of the State of Florida).

J. County Project Manager: The person designated by the County to review, approve and make decisions regarding the Scope of Services in this Agreement.

K. Day: The word “day” means each calendar day or accumulation of calendar days.

L. Deliverable(s): The products or services provided through the Scope of Services for this Agreement including but not limited to: other services, reports, written documentation, training, systems or processes.

M. Director: The Director is the Director of Purchasing and Contracts for the County of Volusia.

N. Effective Date: The date that this Agreement is fully executed by Contractor and the County.

O. Gross Revenue: All amounts billed to and collected from clients for audio-visual equipment, labor, technical services, delivery, setup, strike, and any other fees charged in connection with Ocean Center events, prior to any deductions.

P. Initial Term: Term of the negotiated Contract prior to renewals.

Q. Key Personnel: Contractor’s personnel who are responsible for Contractor’s day-to-day Project operations as described in Contractor’s Proposal.

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events

R. Person or Persons: An individual, firm, partnership, corporation, association, executor, administrator, trustee or other legal entity, whether singular or plural, masculine or feminine, as the context may require.

S. Proposal: The document submitted by the Contractor in response to a formal solicitation used to determine if the Contractor is highly qualified.

T. Project: The project that is described in Exhibits A – A1 of this Agreement.

U. Respondent: That person or entity, including employees, servants, partners, principals, agents and assignees of the person or entity that submits a proposal for the purpose of obtaining a contract with the County for the provision of the services requested in the RFP.

Respondent’s Project Manager: The Project Manager has responsibility for administering the Contract for the Respondent and will be designated prior to execution of the Contract.

V. Scope of Services: The Services defined in this Agreement under the Scope of Services and Exhibit A, which are hereby agreed to by the parties in writing, and which includes Contractor’s responsibility for performing and complying with all incidental matters pertaining thereto.

W. Services: Those services defined in the Scope of Services to be performed by Contractor pursuant to this Agreement and its attached exhibits, including: the work, duties and obligations to be carried out and performed by Contractor under the Agreement and pursuant to Exhibits A – C, attached hereto and made a part of this Agreement.

X. State: State of Florida.

Y. Subcontractor: A person other than a material man or laborer who enters into an Agreement with a Contractor for the performance of any part of the basic agreement.

1. EXHIBITS

The exhibits listed below are incorporated into and made a part of this Agreement.

A. Exhibit A — Scope of Services, B. Exhibit A-1 — Supplemental Scope of Services

C. Exhibit B — Fee Schedule

D. Exhibit C — Insurance Requirements

E. Exhibit D - Volusia Human Trafficking Affidavit

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events

2. ORDER OF PRECEDENCE

A. If Contractor finds any potential or possible inconsistency, conflict, error, or discrepancy in the Agreement, the order of precedence, Contractor shall immediately call it to the County Project Manager’s attention, in writing, and request the County Project Manager’s interpretation and direction before proceeding with the Services affected thereby.

B. In the event of any conflicts or inconsistencies between any exhibit to the Agreement and the Agreement itself, such conflict or inconsistency shall be resolved by giving precedence in the following order:

1. In the event of any conflicts or inconsistencies between Exhibit A – Scope of Services and any other exhibit of this Agreement in regard to the Scope of Services, Project specifications, performance criteria, or management metrics, Exhibit A – Scope of Services shall be controlling.

2. In the event of any conflicts or inconsistencies between Exhibit B – Fee Schedule and any exhibit in regard to the pricing of services to be provided under this Agreement, Exhibit B – Fee Schedule shall be controlling.

3. In the event of any conflicts or inconsistencies between the Agreement and any exhibit to the Agreement in regard to all terms and conditions addressed in the Agreement, the Agreement shall be controlling.

3. SCOPE OF SERVICES

Contractor shall provide Services under this Agreement and act as Contractor to the County in accordance with the Scope of Services as specifically set forth in this Agreement and its exhibits.

A. Contractor shall provide Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events in accordance with the Scope of Services and the Supplemental Scope of Services attached as Exhibits A and A-1.

B. Performance Criteria:

1. All services shall be performed in accordance with the Agreement and carried out under the direction of the County’s Project Manager.

2. All labor necessary to complete the Scope of Services shall be performed in a good and competent workmanlike manner, in accordance with industry standards and to the satisfaction of the County.

3. Changes to Scope of Services. The County may, at any time, by written change order, make changes within the general Scope of Work to be performed under this Agreement; unless

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events otherwise allowed by the County in the written change order, such changes to the Scope of Work (or Contractor’s claim for adjustment, described below) shall not allow, permit, or excuse any delay in the performance of the Work. Except as otherwise stated herein, if any such change causes an increase or decrease in Contractor's cost of the Services or the time required for performance of the Work, the County may make an equitable adjustment by amending this Agreement and stating the equitable adjustment in such amendment.

Determination of whether an increase or decrease in cost was caused by the change to the scope of work shall be in the County’s sole discretion. Any claim by Contractor for adjustment under this article must be asserted in writing within thirty (30) days from the date of the County’s notification to Contractor (whether made orally or in writing) of the change that caused the claim for adjustment; otherwise, the claim shall be deemed waived. Except as otherwise provided in this Agreement, no charge for any extra work or materials shall be allowed or approved by the County. No additional Work shall be performed or extra materials purchased until a written Change Order has been approved by Contractor and County.

4. Time is of the Essence. Time is of the essence for all Services performed under this Agreement and all Projects performed in accordance herewith.

5. Authority to Act on Behalf of County. County's Purchasing and Contracts Director, or such other proper authority pursuant to County policies and procedures, shall have the authority to approve, award, and execute all documents or other instruments required to effectuate changes, modifications, or additional service, so long as the then cumulative financial obligation of County for such additional items does not exceed the Director of Purchasing and Contracts’ authority under the County Code of Ordinances or policies and procedures. Any change, modification or additional service that causes the cumulative financial obligation of County for such additional items to exceed the Purchasing Director's or County Manager’s authority under the Procurement Code shall be presented to the Volusia County Council for approval.

4. RESPONSIBILITY OF CONTRACTOR

A. Where questions exist as to the Scope of Services to be provided, Contractor shall promptly confer with the County Project Manager to ascertain the functional criteria of the Scope of Services. The Services of Contractor shall also include the following:

1. Contractor covenants and agrees as follows:

a. That its allegations and representations regarding its special talent, training, and experience caused the County to select Contractor to be the prime professional to provide the Services;

b. That Contractor possesses the special skills to recognize material errors or omissions that would result in failures to appropriately perform in accordance with the Scope of Services;

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events

c. That Contractor shall adhere to the standard of care applicable to a contractor with the degree of skills and diligence normally employed by a licensed professional in its field or practice performing the same or similar Services in compliance with all applicable federal, state, and municipal laws, regulations, codes, and ordinances;

B. Supervision.

Contractor shall direct and supervise competent and qualified personnel and shall devote time and attention to the direction of the operation to ensure performance of obligations and duties as set forth herein. Contractor shall hire, compensate, supervise, and terminate members of its work force, and Contractor shall direct and control the manner in which Services are performed including conditions under which individuals shall be assigned duties, how individuals shall report, and the hours individuals shall perform. Contractor shall be responsible for all income tax, social security and Medicare taxes, federal unemployment taxes, and any other withholdings from the company’s employees’ and/or subcontractors’ wages or salaries. Benefits, if any, for Contractor’s employees and/or subcontractors shall be the responsibility of Contractor including, but not limited to, health and life insurance, retirement, liability/risk coverage, and worker's and unemployment compensation. Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures in delivering Services pursuant to this Agreement. Further, Contractor shall be responsible for assuring the County that finished or completed Deliverables comply with the requirements of this Agreement and the Scope of Services contained therein.

C. Assurance.

Contractor gives the County its assurance that all Services performed under this Agreement shall be timely performed in a competent and workmanlike manner and in accordance with the specifications and requirements of the Agreement and any approvals required under the Agreement. All Services not conforming to the specifications and requirements of the Scope of Services shall be considered materially defective and constitute a breach of this Agreement.

D. Accuracy of Reports / Summaries.

Contractor shall be responsible for the professional and technical accuracy and the coordination of all data, reports, summaries, and any other Services furnished by Contractor under this Agreement. Contractor shall, without additional cost to the County, correct or revise any errors or deficiencies in its Services for which it is responsible.

E. Services to Comply with Specifications and Law.

All Services performed by Contractor including all general provisions, special provisions, job specifications, drawings, addendum, amendments to the basic Agreement, written interpretations, and written orders for minor changes in Services, shall comply with the Scope of Services and all applicable local laws, codes, ordinances and statutes.

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events

F. Subcontractors.

1. Employment or Substitution of Subcontractors. Contractor shall not subcontract exclusive services to another A/V firm without prior written approval from the Ocean Center.

Contractor shall not employ any Subcontractor, other person, or organization of against whom the County may have reasonable objection, nor shall Contractor be required to employ any Subcontractor against whom it has reasonable objection. Contractor shall not make any substitution for any Subcontractor who has been accepted by the County without the County’s approval.

2. Disapproval of Subcontractors. County's disapproval or requirement of removal or replacement of Contractor‘s employee or Subcontractor shall be deemed for lawful reasons if in County’s reasonable judgment, such Contractor‘s employee or Subcontractor poses a threat or causes harm to the health, welfare, or safety, or morale of the County or its agencies, personnel or property or who fails any drug test administered in connection with this Agreement, or who has been convicted of a felony or a misdemeanor involving “moral turpitude” or has been released or dishonorably discharged or separated under conditions other than honorable from any of the Armed Forces of the United States.

3. Contractor Responsible for Subcontractors. Contractor shall be fully responsible for all negligent acts and omissions of its Subcontractor and of persons directly or indirectly employed by them and of persons for whose negligent acts any of them may be liable to the same extent that it is responsible for the negligent acts and omissions of persons directly employed by it. Nothing in the Agreement shall create any contractual relationship between any Subcontractor and the County or any obligation on the part of the County to pay or to see to the payment of any monies due any Subcontractor, except as may otherwise be required by law. County may furnish to any Subcontractor to the extent practicable, evidence of amounts paid to Contractor on account of specific Services done in accordance with the schedule of values.

4. Subcontractors to Act Pursuant to this Agreement. Contractor agrees to bind specifically every Subcontractor to the applicable terms and conditions of the Agreement for the benefit of the County, and shall require all Subcontractors or other outside associates employed in connection with this Agreement to comply fully with the terms and conditions of this Agreement as such may apply to the Services being performed for Contractor.

5. TERM OF AGREEMENT

A. The term of this Agreement shall commence on the Effective Date of this Agreement or when it is fully executed by all parties, whichever is later, and shall terminate three (3) years from the Effective Date. Two (2) subsequent one (1) year renewals are permissible upon mutual written agreement between the parties. The County Manager is authorized by the County to execute

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events documents renewing this Agreement upon the same terms set forth herein and any subsequent amendments.

B. The Services to be rendered by Contractor shall be commenced, as specified in this Agreement or as may be requested by the County and shall be completed within the time specified therein.

6. AGREEMENT PRICE AND COMPENSATION

6.1. Payment Pursuant to Fee Schedule

Contractor shall pay the County a 20% commission based on Gross Revenue of Ocean Center business.

Compensation listed in Exhibit B – Fee Schedule sets forth Contractor's standard equipment and labor rates applicable to client billing. The commission structure set forth in this Section shall govern all revenue-sharing obligations between the parties and shall control in the event of any conflict with Exhibit B. Events for which a client has exercised the County's buyout option and engaged an outside A/V provider are excluded from this commission calculation. The County's buyout fee structure is separate from and does not affect Contractor's commission obligations on all other events.

6.2. Errors and Omissions in Pricing

Compensation due or prices charged by vendor as set forth in Exhibit B – Fee Schedule shall not be adjusted because of errors or omissions not the fault of the County in computing the Services costs which result in an increase in the cost of this Agreement or because the time for completion varies from the original estimate, including completion or substantial completion of this Agreement prior to the scheduled or Agreement completion date or on account of County’s election to furnish any of the Services. In addition, Contractor shall certify that the original Agreement price or Compensation for the Scope of Services and any additions thereto shall be adjusted to exclude any significant sums by which the County determines the price or Compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs.

6.3. Reimbursable Expenses

Contractor is not eligible to be reimbursed for any expenses and is solely restricted to the collection of the amounts as set forth in Exhibit B – Fee Schedule.

6.4. Payment Advice Statement

Payment advice statements shall be addressed from the Contractor and submitted to the County’s Project Manager.

A. Contractor’s payment advice statement shall be accompanied by supporting data as may be required by the County Project Manager which shall include, at a minimum, event name, client name, event dates, services provided, gross revenue, and commission amount. County Project Manager shall review Contractor's submittals and supporting data and notify Contractor in writing within ten (10) days from receipt of the statement if any amounts are disputed or lack adequate support or documentation.

B. Invoicing Pursuant to Agreement.

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events

Pursuant to the Scope of Work and Exhibit B, Contractor shall submit all payments due to the County under this Agreement.

C. Payment Due.

Within fifteen (15) days of the end of each month following the month in which the revenue was collected, Contractor shall submit payment to the County.

6.5. Contractor’s Continuing Obligations

Contractor’s obligation to perform Services in accordance with the Agreement shall be absolute. Nothing, including without limitation, the following, shall constitute an acceptance of Services not in accordance with the Agreement: approval of any progress; final payment to Contractor; documentation confirming acceptance of the Services by the County; any payment by the County to Contractor under the Agreement;

any act of acceptance by the County or any failure to do so; any correction of defective Services by the County.

6.6. Non-appropriation

Notwithstanding any other term or provision of this Agreement, the continuation of this Agreement beyond a single fiscal year of County is subject to the appropriation and availability of funds in accordance with Chapter 129, Florida Statutes. Termination by the County due to non-appropriation shall be without a termination charge to the County.

6.7. Annual Pricing Review

The Contractor, at each annual anniversary of this Agreement, shall provide the proposed customer pricing and rate sheet for all equipment and labor services to the Ocean Center General Manager for approval for the next year for use with this Agreement. Mid-year price increase requests must follow the unusual costs process as detailed in section 6.8.

6.8. Unusual Costs

The Contractor may petition the County at any time for an additional rate adjustment on the basis of extraordinary and unusual changes in the costs of operation that could not reasonably be foreseen by a prudent operator and which, by all reasonable expectations, will continue for at least one (1) year. If the Contractor petitions for such in increase, the Contractor shall also petition for a rate reduction on the basis of extraordinary and unusual changes in the costs of operation that could not reasonably be foreseen by a prudent operator and which, by all reasonable expectations, will continue for at least one (1) year;

failure to make such petition may be grounds for Agreement termination.

The Contractor’s request shall contain substantial proof and justification to support the need for the rate adjustment. The County may request from the Contractor and the Contractor shall provide such further information as may be reasonably necessary in making its determination. The County shall approve or deny the request, in whole or in part, within sixty (60) days of receipt of the request and all other additional information required by the County. Any price redetermination shall be solely based upon the documentation provided and the County reserves the right to rescind any price relief granted should the circumstances change and prices decrease.

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events

7. PAYMENT OF SUBCONTRACTORS

7.1. Payment

Contractor shall pay its Subcontractors and suppliers, within thirty (30) days following receipt of payment from the client for such subcontracted Services or supplies.

7.2. Indemnification as to Payment of Subcontractors

Contractor shall save, defend, and hold the County harmless from any and all claims and actions from Contractor’s Subcontractors for payment for Services and Deliverables provided by Subcontractors for Contractor under this Agreement. Regardless of the foregoing, nothing in this Agreement shall create any contractual relationship between any Subcontractor and the County or any obligation on the part of the County to pay or to see the payment of any moneys due any Subcontractor, except as may otherwise be required by law.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

A. Indemnification. The Contractor shall indemnify, defend, and hold harmless the County including its districts, authorities, separate units of government established by law, ordinance or resolution, partners, elected and non-elected officials, employees, agents, volunteers, and any party with whom the County has agreed by contract to provide additional insured status and the State of Florida, including its officers and employees, from and against all liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the Contractor or its subcontractors, agents, employees, or any persons employed or utilized by the Contractor in the performance of the Contractor’s obligations or services under this Agreement. Such obligations or services shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exhaust as to a party or person describe in this Agreement. In all claims against the County, Contractor’s indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or any benefits payable by or for Contractor, or its employees, agents, contractors, or subcontractors.

B. Sovereign Immunity. The County expressly retains all rights, benefits and immunities of sovereign immunity in accordance with Section 768.28, (as amended) Florida Statutes. Notwithstanding anything set forth in any section of this Agreement to the contrary, nothing in this Agreement shall be deemed as a waiver of the County’s immunity or limits of liability beyond any statutory limited waiver of immunity or limits of liability that may have been or may be adopted by the Florida Legislature, and the cap on the amount and liability of the County for damages, regardless of the number or nature of claims in tort, equity, or contract, shall not exceed the dollar amount set by the legislature for tort. Nothing in this Agreement shall inure to the benefit of any third

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events party for the purpose of allowing any claim against the County, which claim would otherwise be barred under the doctrine of sovereign immunity or by operation of law.

9. INSURANCE

Contractor shall provide the required insurance detailed in Exhibit C for the entire Term of the Agreement.

Regardless of anything submitted as proof of insurance, Contractor shall comply with all requirements of Exhibit C.

Regardless of anything submitted as proof of insurance, Contractor shall comply with all requirements as stated in the solicitation and/or contract documents.

10. TERMINATION

A. County may terminate this Agreement upon at least sixty (60) days prior written notice to Contractor.

B. Contractor may terminate this Agreement upon at least one hundred twenty (120) days prior written notice to County.

C. Upon receipt of notice of termination by the County from Contractor or upon delivery of notice of termination from the County to Contractor, Contractor shall:

1. Stop work under the Agreement on the date and to the extent specified in County’s Notice of Termination.

2. Inform the County, in writing, of the extent to which performance is completed.

3. Place no further orders or subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the Services under the Agreement that is in progress but not yet completed.

4. Assign to the County, in the manner, at the times, and to the extent directed by the County, all of the right, title and interest of Contractor under the orders and subcontracts so terminated.

D. With the approval of the County and to the extent required by the County, settle all outstanding liabilities and all claims arising out of such termination. County's approval of such settlements shall be final.

E. If Contractor fails to cure a breach within ten (10) calendar days after receipt of notice from the County of said breach, the County may take over the Services and complete the Services and Contractor shall be liable to the County for any increased cost of the project reasonably incurred by the County to complete Contractor's unfinished Services.

F. The right of termination provided to the County and Contractor herein shall be cumulative of all other remedies available at law.

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events

G. All provisions of this Agreement that impose or contemplate continuing obligations on a party will survive the expiration or termination of this Agreement.

11. DISPUTE RESOLUTION

A. Good Faith Efforts to Resolve.

The parties to this Agreement shall exercise their best efforts to negotiate and settle promptly any dispute that may arise with respect to this Agreement in accordance with the provisions set forth in this Section Dispute Resolution. The Contractor and the County Project Manager shall use reasonable efforts to arrange personal meetings and/or telephone conferences as needed, at mutually convenient times and places, to address and work toward resolution of issues that arise in performance of this Agreement and any applicable Scope of Work or statement of Services. Issues shall be escalated to successive management levels as needed.

B. Informal Dispute Resolution.

If a dispute develops between the parties concerning any provision of this Agreement, or the interpretation thereof, or any conduct by the other party under these agreements, and the parties are unable to resolve such dispute within five (5) business days or longer, that party, known as the Invoking Party, through its applicable Project Manager, shall promptly bring the disputed matter to the attention of the non-Invoking Party’s Project Manager or designated representative, as the case may be, of the other party in writing (“Dispute Notice”) in order to resolve such dispute.

C. Discovery and Negotiation / Recommended Procedures.

Upon issuance of a Dispute Notice, the Project Managers or designated representative shall furnish to each other all non-privileged information with respect to the dispute believed by them to be appropriate and germane. The Project Managers shall negotiate in an effort to resolve the dispute without the necessity of any formal proceeding. If such dispute is not resolved by the Project Managers or designated representative within ten (10) County Work Days (defined as weekdays [i.e. Monday, Tuesday, Wednesday, Thursday and Friday] not designated as holidays by the County) of issuance of the Dispute Notice, or such other time as may be mutually allowed by the Project Managers as being necessary given the scope and complexity of the dispute, the Project Managers may, depending upon the nature, scope, and severity of the dispute, escalate the dispute as indicated below:

County Work Days Contractor's Representative County Representative

10 Contractor’s Project Manager County’s Project Manager

10 Contractor’s Sr. Vice President Director of Purchasing and Contracts

20 Contractor’s COO or President Deputy County Manager

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events

D. Formal Dispute Resolution.

At any point after issuance of a Dispute Notice under this section, either party may request and initiate formal non-binding mediation before a single mediator, which mediation shall be completed within thirty (30) days of initiation or such longer time as may be agreed upon by both parties as being necessary for the mutual selection of a mediator and scheduling of such mediation. Any such mediation shall be convened and conducted in accordance with the rules of practice and procedure adopted by the Supreme Court of Florida for court-ordered mediation, Rule 1.700 et seq. of the Florida Rules of Civil Procedure, and Chapter 44, Florida Statutes. If the dispute remains unresolved after conducting such mediation, then either party may proceed to finalize any pending termination remedies and commence litigation in a court of competent jurisdiction. Each party shall bear its own costs and attorney’s fees for mediation or arbitration of an issue arising under this Agreement.

E. Right to Terminate Reserved.

Regardless of the dispute resolution procedures provided for in this Section Dispute Resolution, nothing herein shall affect, delay, or otherwise preclude a party from terminating this Agreement in accordance with the provisions of Section Termination, it being understood that these dispute resolution procedures are intended as a means of resolving disputes both during the term of this Agreement and after termination or expiration thereof.

12. LOCAL GOVERNMENT REQUIREMENTS

12.1. Public Records Law

Pursuant to section 119.0701(2)(a), Florida Statutes, the County is required to provide Contractor with this statement and establish the following requirements as contractual obligations pursuant to the Agreement:

IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER

119, FLORIDA STATUTES, TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS

AT 386-736-5935, purchasing@volusia.org, by mail, Purchasing and Contracts Division, Attn: Public Records Custodian, 123 W. Indiana Ave. RM 302 DeLand, FL 32720.

By entering into this Agreement, Contractor acknowledges and agrees that any records maintained, generated, received, or kept in connection with, or related to the performance of services provided under, this Agreement are public records subject to the public records disclosure requirements of section 119.07(1), Florida Statutes, and Article I, section 24 of the Florida Constitution. Pursuant to section 119.0701, Florida Statutes, any Contractor entering into a contract for services with the County is required to:

A. Keep and maintain public records required by the County to perform the services and work provided pursuant to this Agreement.

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events

B. Upon request from the County’s custodian of public records, provide the County 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 Chapter 119, Florida Statutes, or as otherwise provided by law.

C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion or termination of the Agreement if Contractor does not transfer the records to the County.

D. Upon completion or termination of the Agreement, transfer, at no cost, to the County all public records in the possession of Contractor or keep and maintain public records required by the County to perform the service. If Contractor transfers all public records to the County upon completion or termination of the Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.

If Contractor keeps and maintains public records upon completion or termination of the Agreement, Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County’s custodian of public records, in a format that is compatible with the information technology systems of the County.

Requests to inspect or copy public records relating to the County’s Agreement must be made directly to the County. If Contractor receives any such request, Contractor shall instruct the requestor to contact the County. If the County does not possess the records requested, the County shall immediately notify Contractor of such request, and Contractor must provide the records to the County or otherwise allow the records to be inspected or copied within a reasonable time.

Contractor acknowledges that failure to provide the public records to the County within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. Contractor further agrees not to release any records that are statutorily confidential or otherwise exempt from disclosure without first receiving prior written authorization from the County. Contractor shall indemnify, defend, and hold the County harmless for and against any and all claims, damage awards, and causes of action arising from Contractor’s failure to comply with the public records disclosure requirements of section 119.07(1), Florida Statutes, or by Contractor’s failure to maintain public records that are exempt or confidential and exempt from the public records disclosure requirements, including, but not limited to, any third party claims or awards for attorneys’ fees and costs arising therefrom. Contractor authorizes County to seek declaratory, injunctive, or other appropriate relief against Contractor from a Circuit Court in Volusia County on an expedited basis to enforce the requirements of this section.

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events

12.2. No Code Violation or Past Due Debt

Contractor warrants and represents that neither the business, nor any officer or significant stakeholder of the business is in violation of the Volusia County Code of Ordinances, and does not owe the County any past due debt. Any breach of the foregoing warranty and representation shall be a material breach of this Agreement and the County shall have the right to terminate this Agreement as set forth herein.

12.3. Changes Due to Public Welfare

The County shall have the power to make changes in this Contract as the result of changes in law and/or ordinances of Volusia County to impose new rules and regulations on Contractor under this Contract relative to the scope and methods of providing services as shall from time-to-time be necessary and desirable for the public welfare. The County shall give Contractor notice of any proposed change and an opportunity to be heard concerning those matters. In the event any future change in Federal, State or County law or the ordinances of Volusia County materially alters the obligations of Contractor, or the benefits to the County, then this Contract shall be amended consistent therewith. Nothing contained in this Contract shall require any party to perform any act or function contrary to law. The County and Contractor agree to enter into good faith negotiations regarding modifications to this Contract, which may be required in order to implement changes in the interest of the public welfare or due to change in law.

12.4. Compliance with Laws and Regulations

Contractor shall be responsible to know and to apply all applicable federal, state, and local laws, ordinances, rules, regulations (including but not limited to the following statutes: Americans with Disabilities Act (ADA),Titles I, II and III of the ADA; Federal Immigration Reform and Control Act of 1986 (as amended); and Title VII of the Civil Rights Act of 1964 (as amended), and all orders and decrees of bodies or tribunals having jurisdiction or authority which in any manner affect the work, or which in any way affect the conduct of the work. Contractor shall always observe and comply with all such laws, ordinances, rules, regulations, orders, and decrees. The awarded Contractor shall indemnify, defend, and hold harmless the County and all its officers, agents, servants, or employees against any claim or liability arising from or based on the violation of any such law, ordinance, rule, regulation, order, or decree caused or committed by Contractor, its representatives, Subcontractors, sub-consultants, professional associates, agents, servants, or employees. For internet/web Services: For the purposes of this paragraph, any Services or products offered to public via the internet or online must comply with WCAG 2.1 AA (or current) in order to be deemed ADA compliant. The County will provide Contractor with prompt written notice with respect to any ADA deficiencies of which the County is aware and Contractor will promptly correct such deficiencies. If the County, the Department of Justice or other governmental entity tasked with the enforcement of the ADA (“Enforcement Agency”) notes any deficiency in the facilities, practices, services, or operations of the Contractor furnished or provided in connection with this Agreement, Contractor shall, at no additional charge or cost to the County, immediately cure any such deficiencies without delay to the satisfaction of such Enforcement Agency. Contractor further agrees that it shall, to the extent permitted by law, indemnify, defend, and hold harmless the County against any and all claims, sanctions, or penalties assessed against the County, which claims, sanctions, or penalties arise or otherwise result from Contractor’s failure to comply with the ADA or WCAG 2.1 AA (or current), for online or internet Services or products. At time of submittal, Contractors must hold the required licensure to be the prime Contractor for all work to be performed under this RFP. If any Contractor proposes to use a

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events

Subcontractor or sub-consultant to perform any work under this RFP, such Subcontractor and/or sub-consultant shall, at the time of submittal, hold the required licensure for all work to be performed under this Contract as a Subcontractor and shall maintain such license(s) in full force and effect during the term of the awarded Contract. All licenses and permits required to perform Contractor’s duties under this Agreement, whether such license or permit is required by the federal government, State of Florida, Volusia County, or any municipality, shall be at each Contractor’s sole cost and expense, and shall not be a cost of the County. All required licenses and permits shall be maintained in full force and effect during the term of the awarded Contract.

12.5. Nondiscrimination and Americans with Disabilities Act

Contractor shall not unlawfully discriminate against any person in the operations and activities in the use or expenditure of the funds or any portion of the funds provided by this Agreement or in the provision of goods or Services pursuant to this Agreement. Contractor agrees it shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing all goods and Services funded or paid for by County, including Titles I, II and III of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. For internet/web Services: For the purposes of this paragraph, any Services or products offered to public via the internet or online must comply with WCAG 2.1 AA (or current) in order to be deemed ADA compliant. The County will provide Contractor with prompt written notice with respect to any ADA deficiencies of which the County is aware and Contractor will promptly correct such deficiencies. If the County, the Department of Justice or other governmental entity tasked with the enforcement of the ADA (“Enforcement Agency”) notes any deficiency in the facilities, practices, services, or operations of Contractor furnished or provided in connection with this Agreement, Contractor shall, at no additional charge or cost to the County, immediately cure any such deficiencies without delay to the satisfaction of such Enforcement Agency.

Contractor further agrees that it shall, to the extent permitted by law, indemnify, defend, and hold harmless the County against any and all claims, sanctions, or penalties assessed against the County, which claims, sanctions, or penalties arise or otherwise result from Contractor’s failure to comply with the ADA or WCAG 2.1 AA (or current), for online or internet Services or products. In performing under this Agreement, Contractor agrees that it shall not commit an unfair employment practice in violation of any state or federal law and that it shall not discriminate against any member of the public, employee or applicant for employment for work under this Agreement because of race, color, religion, gender, sexual orientation, age, national origin, political affiliation, or disability and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, gender, sexual orientation, age, national origin, political affiliation, or disability.

12.6. Drug Free and Smoke Free Workplace

The County of Volusia is a drug-free and smoke-free workplace. Contractor agrees that it shall provide a drug-free environment to its personnel during the term of this Agreement and will comply, subject to the prior receipt thereof, with the County’s policies on drug-free and smoke-free work place, as amended from time to time, during the term of this Agreement.

Title: Ocean Center - Exclusive Professional Audio-Visual Services for Convention Center Meetings and Events

12.7. Employment of Illegal Aliens

Contractor certifies that it does not knowingly or willingly and will not during the performance of the Agreement employ illegal alien workers or otherwise violate the provisions of the Federal Immigration Reform and Control Act of 1986, as amended.

12.8. Equal Opportunity; Disadvantaged Business Enterprises

Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, gender, sexual orientation, age, national origin, political affiliation, disability, or family status.

Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer;

recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

12.9. Compliance with Federal E-Verify Regulations

Contractor covenants and agrees to the following provisions, as required by law:

A. If and to the extent the Agreement meets the criteria set forth at 48 C.F.R. § 52.222-54(e), the criteria of 48 C.F.R. § 52.222-54 are hereby incorporated by reference into this Agreement as if fully set forth herein.

B. Contractor and any of Contractor’s Subcontractors shall register with and utilize the U.S.

Department of Homeland Security’s E-Verify system to verify the employment eligibility and work authorization status of all new employees hired by Contractor (or Contractor’s Subcontractors) on or after the effective date of this Agreement and thereafter during the remaining term of the Agreement.

C. In the event Contractor enters into a subcontract, Contractor shall require, via written contract, the Subcontractor agree to: (i) register with and utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired on or after the effective date of the subcontract and thereafter during the remaining term of the subcontract; and (ii) provide Contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with an unauthorized alien.