Exhibit_A-Sample_of_Contract_RQS24-0174.pdf

EXHIBIT “A” (RQS)

SAMPLE OF CONTRACT

Request for Qualification Statements for Bond and Other RQS24-0174 Debt Related Legal Services

Procurement and Contracts Division (RQS) Page: 1

CONTRACT

THIS CONTRACT (“Contract”), effective as of the day of , 2024, 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" or “Bond Counsel and Disclosure Counsel”. 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 one of a group of law firms selected through the City’s Request for Qualification

Statements process. The Contractor may be requested by the City’s Chief Financial Officer or

Treasurer, or their designees, to perform the work (“Work”) as defined in the Request for

Qualification Statements and amendments, if any, the Request for Qualification Statements 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 Qualification Statements, 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, and shall furnish all materials, tools, equipment, manpower, and consumables to complete the Work. The purpose of this Contract is not to authorize a specific phase or piece of

Work, but to set forth certain duties, obligations, rights, and responsibilities that may be incorporated into any project or Work that may be mutually agreed to by the parties. The City, acting through its

Chief Financial Officer (“CFO”) or her designee, shall have the sole discretion to select the transactions (or portions thereof) and Work, if any, that may be assigned to Contractor. The City does not guarantee, warrant, or represent that any particular transaction or amount of Work, if any, will be assigned to Contractor under the terms of this Agreement.

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 RQS) and Exhibit “B” (Contractor’s Proposal);

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

Procurement and Contracts Division (RQS) Page: 2 which have been incorporated by reference into the final Contract;

3. City’s Request for Qualifications Statements (Exhibit “A”); and

4. Contractor’s Proposal (Exhibit “B”).

III. TERM OF CONTRACT

The period of this Contract shall be for five (5) years, beginning on , and ending on

_______________. This Contract may, by mutual written assent of the parties, be extended for two (2) additional twelve (12) month periods or portions thereof, up to a cumulative total of eighty-four (84) months.

IV. COMPENSATION

Compensation for any transactions or Work that may be assigned to the Contractor will be negotiated on a per-transaction basis, taking into consideration the complexity of each transaction.

The final Bond Counsel and Disclosure Counsel fees for each transaction will be finalized by the

City at the point where detailed information is available regarding the terms, structure and complexity (or lack thereof) involved with each such issue based upon input received from the

City’s Financial Advisor as well as Bond Counsel and Disclosure Counsel, respectively. At such time, the City may also consider any alternative fee structures proposed by Bond Counsel and/or

Disclosure Counsel.

V. PAYMENT

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 City reserves the right, with justification, to partially pay any invoice submitted by the

Contractor when requested to do so 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.

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

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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 nonrecurring cost incurred but not amortized in the price of the supplies or services delivered under the contract or otherwise recoverable.

VII. GENERAL CONDITIONS

A. Patents and Copyrights

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

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.

C. Termination for Convenience

The City’s Chief Procurement Officer may terminate the Contract for convenience with 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 effective date of termination.

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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 Qualification Statements, 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 one (1) year from completion of the Work, 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.

E. Time of Completion

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. 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.

F. Indemnification and Insurance

1. Indemnity

The Contractor hereby agrees to indemnify and hold harmless the City, its officers, agents, and employees, from and against any and all liability, claims, damages, Procurement and Contracts Division (RQS) Page: 5 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’ acts, or omissions 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. In such event the Contractor shall be liable for the entire additional cost of procuring performance plus the cost of performing the incomplete portion of the contract at the time of termination.

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

Request for Qualification Statements, Contractor and its subcontractors of all tiers will be required at their own expense to maintain in effect at all times during the performance of the Work insurance coverages with limits not less than those set forth below with insurers and under forms of policies satisfactory to 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

Procurement and Contracts Division (RQS) Page: 6 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 with certificates of insurance as evidence that policies providing the required coverage and limits of insurance are in full force and effect. The certificates shall provide that any company issuing an insurance policy for the work under a contract shall provide not less than thirty (30) days advance notice in writing to the City 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 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.

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

Workers’ Compensation and Employers’ Liability shall include the City and its officers, 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 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, its officers, elected officials, agents and employees and against other Contractors and subcontractors.

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

Procurement and Contracts Division (RQS) Page: 8 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

(iii) Professional Liability or Malpractice Insurance: This insurance shall cover the acts or omissions of Contractor, arising out of the Work performed under this contract. The liability limits shall not be less than: Two

Million Dollars ($2,000,000).

G. Acceptance

The City will be deemed to have accepted 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.

H. 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.

I. Right to Audit Records

The City shall be entitled to audit 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.

J. Time is of the Essence

The parties agree that time is of the essence in the completion of the Work called for under

Procurement and Contracts Division (RQS) Page: 9 this Contract. The Contractor agrees that all Work shall be executed regularly, diligently, and uninterrupted at such a rate of progress as will ensure full completion thereof within the time specified.

K. 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 and their agents.

L. Extra Work

1. Requested by City

The City, without invalidating this Agreement, may order changes in the Work within the general scope of this Agreement consisting of additions, deletions, or other revisions, the Agreement price and time being adjusted accordingly. 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.

2. Additional Work Discovered by Contractor

If the Contractor plans to make a claim for an increase in the Agreement 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. 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.

M. 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.

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N. 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.

VIII. MISCELLANEOUS PROVISIONS

A. The Contractor shall not employ subcontractors without the advance written permission of the Chief Procurement Officer.

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 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.

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

Procurement and Contracts Division (RQS) Page: 11 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 of action shall accrue upon or by reason hereof to or for the benefit of any third parties.

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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: , 2024

DAVID BILLINGSLEY, CPSM, C.P.M.

Name, Typed or Printed

ASSISTANT CITY ATTORNEY

Date: , 2024 ORLANDO, FLORIDA

CONTRACTOR

By:

Signature

CORPORATE SEAL

Name & Title, Typed or Printed

Name of Company, Corp., etc.

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 , 2024, 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 , 2024.

(SEAL) Signature of Person Taking Acknowledgment

Typed, Printed or Stamped Name of Person Taking Acknowledgment

My Commission Expires:

Procurement and Contracts Division (RQS) Page: 13

EXHIBIT “A”

REQUEST FOR QUALIFICATION STATEMENTS

Procurement and Contracts Division (RQS) Page: 14

EXHIBIT “B”

CONTRACTOR’S PROPOSAL AND ANY

AMENDMENTS THERETO