CENTRAL FLORIDA TOURISM OVERSIGHT DISTRICT

TERMS AND CONDITIONS

v. 07.21.2025

Definitions:

The term “Agreement” or “Contract” shall mean the entire and integrated Agreement between the parties that supersedes all prior negotiations, representations or agreements, either written or oral.

The term “Bid,” “Quote” or “Proposal” shall mean a response to a solicitation.

The term “Contract Documents” shall mean an Agreement and its related exhibits and attachments which may include Conditions of the Contract (General, Special, Supplementary and other Conditions), and all other documents enumerated in the List of Contract Documents.

The term ”District,” “CFTOD” or “Owner” shall mean the Central Florida Tourism Oversight District.

The term “Vendor,” “Bidder,” “Proposer,” “Consultant,” or “Contractor” shall mean the company responding to a District solicitation or the entity doing business with the District.

1. GENERAL CONDITIONS: The Vendor hereby declares they have carefully read the solicitation and its provisions, terms and conditions covering the equipment, materials, supplies or services as called for, and fully understand the requirements and conditions:

• We certify the bid is made without prior understanding, agreement, or connection with any corporation, firm, entity, or person submitting a bid for the same goods/services (unless otherwise specifically noted) and is in all respects fair and without collusion or fraud.

• We agree to be bound by all of the terms and conditions of this solicitation and certify they are authorized to sign this bid on behalf of the Vendor’s company.

It is the Vendor's responsibility to ensure your bid is submitted by the proper day and time. Any/all bids received after the date and time specified will not be accepted.

2. SIGNED BID CONSIDERED AN OFFER AND ACCEPTANCE: The contents of the submitted bid/response of the successful Bidder will become their contractual obligation when said offer is accepted with approval by the Central Florida Tourism Oversight District (“District”).

Failure of the successful Bidder to accept these obligations may result in cancellation of the award, along with such Bidder being removed from future participation. The District reserves the right to request the Bidder modify their bid/response to more fully meet the needs of the District. In case of default on the part of the Bidder after such acceptance, the District may take such action, as it deems appropriate including legal action for damages or specific performance. A signed bid response includes electronic signatures and initials.

3. SOLICITATION DOCUMENTS: The District has no responsibility for the accuracy, completeness or sufficiency of any bid documents obtained from any source other than the official District links below:

PlanetBids: https://pbsystem.planetbids.com/portal/62171/portal-home

MyFloridaMarketPlace: https://vendor.myfloridamarketplace.com/

Obtaining these documents from any other source(s) may result in obtaining incomplete and inaccurate information. Obtaining these documents from any source other than directly from the https://pbsystem.planetbids.com/portal/62171/portal-home https://vendor.myfloridamarketplace.com/

v. 07.21.2025 source listed herein may also result in failure to receive any addenda, corrections, or other revisions to these documents that may be issued.

4. SUBMISSION OF MULTIPLE BIDS/RESPONSES: No Bidder may submit multiple bids/responses. Only one (1) submittal will be accepted per individual owner(s)/partners.

5. BID EVALUATION: The evaluation of bids and the determination as to equality of products offered shall be the responsibility of the District and will be based on information furnished by the Bidder.

6. MISTAKES: Bidders are expected to examine the specifications, delivery schedule, bid prices, extensions and all instructions pertaining to supplies and services. Failure to do so will be at Bidder's risk. In case of mistake in extension, the unit price will govern.

7. ADDITION/DELETION: The District reserves the right to add to or delete any item from a bid or resulting award when deemed to be in the best interest of the District.

8. COST INCURRED IN RESPONDING: All costs directly or indirectly related to bid response preparation, representation or clarification shall be the sole responsibility of, and be borne by, the Bidder.

9. GENERAL INDEMNITY: Vendor shall indemnify the District and its elected officials, employees and volunteers against, and hold District and its elected officials, employees and volunteers harmless from, all damages, claims, losses, costs, and expenses, including reasonable attorneys’ fees, which District or its elected officials, employees or volunteers may sustain, or which may be asserted against District or its elected officials, employees or volunteers, arising out of the activities contemplated by an Agreement including, without limitation, harm or personal injury to third persons during the term of an Agreement to the extent attributable to the actions of Vendor, its agents, and employees.

10. PATENT AND ROYALTY INDEMNITY: The Vendor, without exception, shall indemnify and save harmless the District, its officers, agents and employees from liability of any nature of kind, including cost and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or used in the performance of the contract, including its use by the District. If the Vendor uses any design, device, or materials covered by letters of patent or copyright, it is mutually agreed and understood without prices shall include all royalties or cost arising from the use of such design, device, or materials in any way used in performance of the Vendor’s work.

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

12. INDEPENDENT CONTRACTOR STATUS: District expressly acknowledges Vendor is an independent contractor, and nothing in these term and conditions or any resulting contract is intended nor shall be construed to create an agency relationship, an employer/employee relationship, a joint venture relationship, or any other relationship allowing the District to exercise control or discretion over the manner or method by which Vendor performs hereunder.

13. ATTORNEYS' FEES: If any civil action, arbitration or other legal proceeding is brought for the enforcement of an Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of an Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees, sales and use taxes, court costs and all expenses reasonably incurred even if not taxable as court costs (including, without limitation, all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in that civil action, arbitration or legal proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys' fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other charges reasonably billed by the attorney to the prevailing party.

14. JURY WAIVER: IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT

LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR RELATES TO AN AGREEMENT, ANY

AND ALL TRANSACTIONS CONTEMPLATED HEREUNDER, THE PERFORMANCE HEREOF, OR THE

RELATIONSHIP CREATED HEREBY, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A

JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.

NEITHER PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY

OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ

AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION.

15. GOVERNING LAW: Any accepted offer shall be deemed to be a contract entered and made pursuant to the laws of the State of Florida and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State of Florida.

16. JURISDICTION AND VENUE: The parties acknowledge that a majority of the negotiations, anticipated performance and execution of an Agreement occurred or shall occur in Orange County, Florida. Any civil action or legal proceeding arising out of or relating to an Agreement shall be brought only in the courts of record of the State of Florida in Orange County or the United States District Court, Middle District of Florida, Orlando Division. Each party consents to the exclusive jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court and/or the right to bring an action or proceeding in any other court. Service of any court paper may be effected on such party by mail, as provided in an Agreement, or in such other manner as may be provided under applicable laws, rules of procedures or local rules.

17. RIGHTS OF THIRD PARTIES: Nothing in an Agreement, whether express or implied, is intended to confer any rights or remedies under or because of an Agreement on any persons other than the parties hereto and their respective legal representatives, successors and permitted assigns. Nothing in an Agreement is intended to relieve or discharge the obligation or liability of any third persons to any party to an Agreement, nor shall any provision give any third persons any right of subrogation or action over or against any party to an Agreement.

18. RFP/ITN/LOI SELECTION PROCESS (if applicable): In general, the District wishes to avoid the expense (to the District and to proposing firms) of unnecessary presentations. Therefore, the District will make every reasonable effort to achieve the ranking/selection using written submittals alone. If no single top-ranked firm can be clearly identified by review of the written submittals alone, the District may shortlist proposals and require those Proposers to make oral presentations, participate in interviews, or answer questions. These presentations, interviews, and questions would provide an opportunity for the Proposer to demonstrate their qualifications, approach to the project, and ability to furnish the required services. If required, presentations would be to an evaluation committee, and/or District Board members and the District Administrator.

The District reserves the right to conduct personal interviews or require presentations of any or all Proposers prior to selection. The District will not be liable for any costs incurred by the Proposer in connection with such interviews/presentations (i.e., travel, accommodations).

19. RFP/ITN/LOI SELECTION COMMITTEE (if applicable): The committee may consist of representatives from the District, and other appropriate representatives. The District reserves the right to adjust the makeup of the selection committee. The evaluation and selection schedule will be announced either within the solicitation document, or with the posting of a Public Notice.

20. RFP/ITN/LOI AWARD (if applicable): The District anticipates award to the firm who submits a proposal judged by the District to be the most advantageous. The District reserves the right to make award(s) by individual service/item, aggregate or none, or a combination thereof;

to cancel the solicitation, reject any and all proposals, or waive any minor irregularity or technicality in proposals received. The Proposer understands a solicitation does not constitute an agreement or a contract with the Proposer.

21. BID AWARDS: The District reserves the right to make award(s) by individual item, aggregate or none, or a combination thereof; with one or more suppliers; to cancel the bid, reject any and all bids, or waive any minor irregularity or technicality in bids received. When it is determined there is no competition to the lowest responsive Bidder, evaluation of other bids is not required. Bidders are cautioned to make no assumptions unless their bid has been evaluated as being responsive. The District reserves the right to make an award to more than one Bidder.

22. AWARD OF TIE BIDS: A thorough review of all tie bids shall be conducted by the Buyer.

Award recommendations shall be based on the low bid meeting specifications. In case of a tie, the Vendor who is a certified Diverse Small Business Enterprise, as defined by the District, or who has the highest percentage of DSBE participation will be awarded the bid. In the cases where the tie bid cannot be awarded as explained above, a coin toss will be conducted. The coin toss will be conducted by the Buyer, with one witness.

23. AWARD TO NEXT RATED BIDDER: In the event of default by the awarded Vendor, the District reserves the right to utilize the next rated Bidder meeting specifications as the new awarded Vendor. In the event of this occurrence, the next rated Bidder meeting specifications shall be required to provide the bid items at the prices as contained in their bid for this specification.

24. AMENDMENTS TO BID: If it becomes necessary to revise or amend any part of a Bid, the Buyer will furnish the revision by written Addendum, Comment, and/or Questions and Answers.

Any addenda, comment, and questions and answers will be posted on the District’s e-Procurement System, PlanetBids at https://pbsystem.planetbids.com/portal/62171/portal-home under the appropriate solicitation. Addenda, Comments, and Questions and Answers should be reviewed and accepted by the Bidder, however, lack of review does not excuse the Bidder from adherence to any amendments to the bid.

25. BID REJECTION: District reserves the right to reject any or all Bids, including without limitation the rights to reject any or all non- conforming, non-responsive, unbalanced, or conditional Bids. District further reserves the right to reject the Bid of any Bidder whom it finds, after reasonable inquiry and evaluation, to be non-responsive.

26. POSTPONEMENT OF BIDS: If there is a discrepancy with the scope of work or unit of measure that would be unfair to the Bidders, the District may postpone the bid opening at any time in order to make corrections. District further reserves the right to extend the bid opening at any time during the bid process.

27. BID PROTESTS: Any Bidder who disputes the reasonableness, necessity or competitiveness of the terms and conditions of a solicitation, bid selection, or intended contract award shall file such protest in compliance with the District’s Procurement Policy found at https://www.oversightdistrict.org/doing-business/.

28. QUOTE DISPUTE: Any Bidder who disputes the reasonableness, necessity or competitiveness of the terms and conditions of the Request for Quote, specifications, selections, award or intended award shall file such dispute with the Buyer. If the Buyer cannot provide resolution or satisfaction to the Bidder, then the dispute will be forwarded to the Contracting Officer, who has final authority to resolve quote disputes.

29. CONTRACT CHANGES: No changes, over the contract/award period, shall be permitted unless prior written approval is given by the Procurement and Contracting Department and, where applicable, confirmed through formal acceptance by the District Board of Supervisors.

30. VENDOR CONTRACTS: Vendor contracts will generally not be accepted. Vendors may be required to sign a District Agreement. Vendors who insist on their contract may result in bid rejection.

31. MINIMUM ORDER: If Bidder wishes to set a minimum order amount, he/she must indicate so within the bid response and will be considered only if determined to be in the best interest of the District.

32. DELIVERY: Bidder agrees to furnish and deliver as indicated, FOB DISTRICT FACILITY LOCATION, with all transportation charges prepaid, and for the prices bid. Delivery date and warranties must be written out and submitted with bids. We insist delivery dates, as specified, be met.

33. CONDITION AND PACKAGING: It is understood and agreed any item offered or shipped as a result of any bid shall be new (current model at the time of the bid). All containers shall be suitable for storage or shipment, and all prices shall include standard commercial packaging.

https://pbsystem.planetbids.com/portal/62171/portal-home https://www.oversightdistrict.org/doing-business/

34. INVOICING AND PAYMENT: Typically District payment terms are thirty (30) days net from receipt of invoice. Florida Law requires timely payment for both construction and non-construction services.

Generally, invoices for construction must be paid no later than the time periods established by Section 218.735, Florida Statutes.

Invoices for consultant services are payable per the District terms but shall not exceed federal regulations in 49 CFR 26.29 that require payment of all subcontractors for satisfactory performance within thirty (30) days of payment to the Prime.

All invoices shall bear the purchase order number or District contract number. Payment for partial shipments may not be made unless specified in the bid or contract. In addition to the purchase order or contract number, the invoice shall bear the vendor FEID number (Federal Employer Identification Number). An original invoice shall be submitted to address listed on purchase order or contract.

Failure to follow these instructions may result in delay in processing invoices for payment. In addition, the purchase order or contract number must appear on bills of lading, packages, cases, delivery list and correspondence.

35. NON-FUNDING CLAUSE: In the event sufficient budgeted funds are not available or depleted, the District shall notify the Vendor of such occurrence, and services shall terminate without penalty or expense to the District.

36. PAYMENT; ELECTRONIC PAYMENT: Payment will be made by the District after all work has been performed and inspected and found to be in complete compliance with the specifications. The District requires awarded firms to accept payments as electronic EFT credits into a designated company bank account.

37. PRICES, TERMS, AND PAYMENT: Firm prices shall be bid and include all services rendered to the purchaser.

A. TAXES: The District does not pay Federal excise or sales taxes on direct purchases of tangible personal property. The following exemption number appears on the face of the purchase order: Florida Sales Tax Exemption Number: 85- 8015111104C-9, Federal Tax Number 59-1223432.

B. DISCOUNTS: Cash discount for prompt payment shall not be considered in determining the lowest net cost for bid evaluation purposes.

38. EXCESS FUNDS: Any party receiving funds paid by District shall promptly notify District of any funds erroneously received upon the discovery of such erroneous funds receipt. Any such excess funds shall be refunded to District with interest calculated from the date of the erroneous payment or overpayment at the interest rate for judgments at the highest rate as allowed by law.

39. QUANTITIES: The quantities specified in solicitations are estimates only and are not to be construed as guaranteed minimums.

40. DISPUTES: In case of any doubt or difference of opinion as to the items to be furnished hereunder; the decision of the District shall be final and binding on both parties.

41. AUDIT: Vendor shall comply and cooperate immediately with any inspections, reviews, investigations, or audits relating to this Agreement as deemed necessary by the Florida Office of the Inspector General, the District’s Internal or External auditors or by any other Florida official with proper authority.

42. EXTENSION: In addition to any extension options contained herein, the District is granted the right to extend any award resulting from this bid for the period of time necessary for the District to release, award and implement a replacement bid for the goods, products and/or services provided through this bid. Such extension shall be based upon the same prices, terms and conditions as existing at the time the District exercises this extension right.

43. ASSIGNMENT: The rights, obligations, and duties of the Vendor and District pursuant to a Solicitation/Agreement are restricted solely to the terms contained within and shall not be assigned or transferred without the express, written authorization of the other party. Any attempted assignment will be void and of no effect.

44. DISTRICT’S RIGHT TO WITHHOLD PAYMENT: In the event District becomes informed that any representations of Vendor provided in its monthly billing, are wholly or partially inaccurate, District may withhold payment of sums then or in the future otherwise due to Vendor until the inaccuracy and the cause thereof, is corrected to District’s reasonable satisfaction. In the event District questions some element of an invoice, that fact shall be made known to Vendor immediately in writing. Vendor will help effect resolution and transmit a revised invoice, if necessary. Amounts not questioned by District shall be paid to the Vendor.

45. CANCELLATION FOR DEFAULT: Any resulting agreement is critical to the Central Florida Tourism Oversight District and the District reserves the right to immediately cancel or annul whole or any part of an offer due to failure of the Vendor to carry out any obligation, term, or condition of the contract. The District will issue a written notice of default effective at once and not deferred by any interval of time. Default shall be for acting or failing to act as in any of the following:

A. The Vendor provides material that does not meet the specifications of the agreed to offer;

B. The Vendor fails to adequately perform the services set forth in the specifications of the solicitation and offer;

C. The Vendor fails to complete the work required or furnish the materials required within the time stipulated;

D. The Vendor fails to make progress in the performance of the work and/or gives the District reason to believe the Vendor will not, or cannot, perform the requirements.

The District may resort to any single or combination of the following remedies:

A. Cancel any award;

B. Reserve all rights or claims to damage for breach of any covenants of the agreement;

C. Perform any test or analysis on materials for compliance with the specifications noted.

If the results of any test or analysis find a material non-compliance with the specifications the actual expense of testing will be borne by the Vendor.

D. In case of default, the District reserves the right to purchase materials, or to complete the required work in accordance with the needs of the District. The District may recover any actual excess costs from the Vendor by:

1. Deduction from an unpaid balance;

2. Collection against the bid and/or performance bond, or;

3. Any combination of the above or any other remedies as provided by law.

46. SUSPENSION OF PAYMENT AND/OR TERMINATION: Payment of the amounts due under any resulting agreement will be made on a monthly basis. Payments will be made by the District at the end of each satisfactory month of service. Should Vendor fail to perform the service required then the District may, at its option, retain any, or all, of the monthly payment otherwise due until any service discrepancies are corrected. Repeated service discrepancies on behalf of the Vendor shall entitle the District to terminate services without notice, and retain any past due payments otherwise owing as liquidated damages.

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

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

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

48. SAFETY STANDARDS: Unless otherwise stipulated in the bid, all manufactured items and fabricated assemblies shall comply with applicable requirements of the Federal Occupational Safety and Health Act (OSHA), American National Standards Institute Safety Standards, and any Florida standards thereunder.

49. SAFETY DATA SHEETS: Vendor, delivering any hazardous chemical/substance defined in the Hazardous Communication Standard (HCS) (29 CFR 1910.1200(g)), shall furnish a Safety Data Sheet (SDS) to the District’s Human Resources Department – Safety Division at safety@oversightdistrict.org. A SDS shall be provided with the first available shipment of each hazardous chemical/substance as they become available in addition to filing copies with the District’s Human Resources Department – Safety Division.

mailto:safety@oversightdistrict.org

Each SDS must contain the required information outlined in 29 CFR 1910.1200, which includes, but is not limited to: the properties of each chemical; the physical, health, and environmental health hazards; protective measures; and safety precautions for handling, storing, and transporting the chemical. The information contained in the SDS must be in English. In addition, OSHA requires that SDS preparers provide specific minimum information as detailed in Appendix D of 29 CFR 1910.1200. The SDS may also include additional information in various section(s).

Vendors must comply with 29 CFR 1910.1200 and all other applicable laws.

50. SAFETY AND ENVIRONMENTAL: Vendor is responsible at all times for precautions to achieve the protection of all persons including employees and property. The Vendor shall make special effort to detect hazardous conditions and shall take prompt action where necessary to avoid accident, or injury to their employees, or property damage. EPA, DEP, OSHA, and all other applicable safety laws and ordinances shall be followed as well as American National Standards Institute Safety Standards. All hazardous spills, accidents, injuries or claims or potential claims shall be reported promptly to the District’s Human Resources Department – Safety Division at safety@oversightdistrict.org.

51. WORKSITE AND PROTECTION: The Vendor shall keep the premises free from accumulation of waste materials, rubbish and other debris resulting from the work. At the completion of the work, they shall remove all waste materials, rubbish and debris from and about the premises, including tools and equipment, and shall leave the site clean. The Vendor shall restore to their original conditions those portions of the site not designated for alteration by the work.

52. MANUFACTURER'S NAME AND APPROVED EQUIVALENTS: Any manufacturer's names, trade names, brand names, information and/or catalog numbers listed in a specification are for information, and not intended to limit competition unless otherwise indicated. The Bidder may offer any brand for which he/she is an authorized representative, which meets or exceeds the bid specification for any item(s). If bids are based on equivalent products, indicate on the bid form the manufacturer's product name and reference number. Bidder shall submit with their bid: cuts, sketches, and descriptive literature, and/or complete specifications. Reference to literature submitted with a previous bid will not satisfy this provision. The Bidder shall explain in detail the reason(s) why the proposed equivalent will meet the specifications and not be considered an exception thereto. Bids which do not comply with these requirements are subject to rejection. Bids lacking any written intent to provide an alternate brand will be considered in compliance with the exact specifications as listed on the bid form. The District's Buyer is to be notified of any proposed changes in (a) materials used, (b) manufacturing process, or (c) construction. The District is under no obligation to accept alternate brands that don’t clearly conform to the District’s requested specifications.

53. NON-CONFORMANCE TO CONTRACT CONDITIONS: Items may be tested/inspected for compliance with specifications by appropriate testing laboratories. The data derived from any tests for compliance with specifications are public records and open to examination thereto in accordance with Chapter 119, Florida Statutes. Items delivered not conforming to specifications may be rejected and returned at Vendor's expense. These items and items not delivered as per mailto:safety@oversightdistrict.org delivery date in bid and/or purchase order may result in the Vendor being found in default in which event any and all re-procurement costs may be charged against the defaulting Vendor.

54. DELAYS AND DAMAGES: The Vendor agrees to make no claim for extra or additional costs attributable to any delays, inefficiencies, or interference in the performance occasioned by any act or omission to act by the District except as provided in the agreement. The Vendor also agrees that any such delay, inefficiencies, or interference shall be compensated for solely by an extension of time to complete the performance of the work in accordance with the provision in the standard specification.

55. SERVICE AND WARRANTY: Vendor warrants all labor, materials, and equipment furnished under the subsequent agreement are new, of the type and quality required for the project, and installed in a good and workmanlike manner in accordance with the solicitation.

Vendor shall guarantee the work is free from any defects in workmanship for the longer of: (a) a period of not less than ONE (1) year from the date of project completion; or (b) the period of warranty specified in the solicitation. Vendor shall guarantee the materials provided shall be free from any defects for the longer of: (a) ONE (1) year from the date of project completion; (b) the period of warranty provided by any supplier or manufacturer; or (c) the period of warranty specified in the solicitation. Vendor must provide complete written manufacturers' warranties to the District’s Project Manager before final payment will be authorized.

56. SAMPLES: Samples of items, when requested, shall be furnished free of expense, and may, upon request, be returned at the Bidder's expense. Each individual sample shall be labeled with Bidder's name, manufacturer's brand name and number, bid number and item reference. Request for return of samples shall be accompanied by instructions, which include shipping authorization and name of carrier, and must be received at time of bid opening. If instructions are not received at this time, the samples shall be disposed of by the District within a reasonable time as determined appropriate by the District.

57. INSPECTION, ACCEPTANCE AND TITLE: Title and risk of loss or damage to all items shall be the responsibility of the Vendor until received and accepted by the District. All goods and/or services provided under this Agreement are subject to inspection and acceptance upon receipt or completion by an authorized representative of District. Payment shall not be authorized until the goods and/or services have been received, accepted, and properly invoiced. District reserves the right to have rejected goods replaced by Vendor at the purchase price stipulated in this Agreement; or to return the rejected goods for full credit at the price charged. Transportation costs and any additional costs will be borne by Vendor in each instance. District’s rights with respect to rejection of material are not waived by failure to notify Vendor promptly upon receipt of delivery.

58. CERTIFICATION FOR INSTALLERS: All Bidders submitting bids on installation must supply WRITTEN FACTORY CERTIFICATION that they are an authorized/certified installer for the product. Failure to supply this documentation with the bid proposal may result in bid rejection at the District's will.

59. UL SOLUTIONS/UNDERWRITERS' LABORATORIES: Unless otherwise stipulated in the solicitation, all manufactured items and fabricated assemblies shall be UL Listed; or have passed the examination testing, where such has been established by UL for the items offered and furnished. "UL Listed" indicates that a product has been tested and certified by UL Solutions (formerly Underwriters Laboratories) to meet specific safety standards. This certification demonstrates that the product has been evaluated for safety, quality, and performance, providing consumers with assurance that the product is safe for its intended use.

60. PRODUCT RECALL: Vendor assumes full responsibility of prompt notification to the District's Procurement and Contracting Department of any product recall in accordance with the applicable State and Federal regulations. Vendor shall, at the option of the District, either reimburse the purchase price or provide the equivalent replacement product at no additional cost.

Vendor shall be responsible for removal and/or replacement of the affected product within a reasonable time as determined by the using department.

61. GOVERNMENTAL RESTRICTIONS: In the event any governmental restrictions may be imposed which would necessitate alteration of the material quality, workmanship, or performance of the items or services offered to the District prior to their delivery, it shall be the responsibility of the supplier to notify the Procurement and Contracting Department at once, indicating the specific regulation which required an alteration. The District reserves the right to accept any such alteration, including any price adjustments occasioned thereby, or to cancel the services at no expense to the District.

62. COMPLIANCE WITH OTHER LAWS: Applicable provisions of all federal, state and local laws and ordinances, and all District rules and regulations shall govern the quality and warranty of commodities covered by all bids received and shall govern any and all claims and disputes between person(s) submitting a bid response to the District, by and through its officers, employees and authorized representatives, or any other person, natural or otherwise; and lack of knowledge by any Bidder shall not constitute a cognizable defense against the legal effect thereof.

63. RULES, REGULATIONS, LAWS, ORDINANCES, AND LICENSES: The Vendor agrees it shall observe and obey all the laws, ordinances, regulations and rules of the federal, state, county and District, which may be applicable to its services. Likewise, Vendor shall obtain and maintain all permits, certifications, and licenses necessary for its performance.

64. PUBLIC RECORD LAW: Correspondence, materials and documents received pursuant to a solicitation become public records subject to the provisions of Chapter 119, Florida Statutes.

65. ADVERTISING/PUBLICITY: In submitting a bid, Bidder agrees not to use the District's name, logo, seal or other likeness in any press release, marketing materials, or other public announcement without District’s prior written approval.

66. BANKRUPTCY: In the event of bankruptcy, either voluntary or involuntary of the Vendor, or in the event of the Vendor's insolvency, or upon assignment for the benefit of creditors, then, in any such event, the District shall have the right to terminate the award and any purchase orders immediately as if the award and purchase orders had not been made, and no assignment for the benefit or creditors, nor any receiver, nor any trustee of bankruptcy, shall ever have any right or claim under the terms hereof.

67. PUBLIC ENTITY CRIMES: Vendor on its behalf and its affiliates agrees and affirms that it has not been placed on the convicted vendor list following a conviction of a public entity crime as provided for in Section 287.133(2)(a), Florida Statutes, which states that a person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases or real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO, for a period of 36 months from the date of being placed on the convicted vendor list.

68. IMMIGRATION LAWS: The Central Florida Tourism Oversight District will not intentionally award work to any Vendor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U.S.C. Section 1324 a(e), Section 274A(e) of the Immigration and Nationality Act ("INA"). The Central Florida Tourism Oversight District shall consider the employment by any Vendor of unauthorized aliens a violation of Section 274A(e) of the INA. Such violation by the recipient of the employment provisions contained in Section 274A(e) of the INA shall be grounds for unilateral cancellation of the award by the District.

69. E-VERIFY: Vendor shall comply with Florida Statute 448.095, including the obligation to register with and use the U.S. Department of Homeland Security’s (DHS) E-Verify system to verify the work authorization status of all new employees hired during the term of an Agreement.

Vendor shall also require all subcontractors performing work under an Agreement to utilize the E-Verify system for any employees they may hire during the term of an Agreement.

A. Termination for Non-Compliance with E-Verify. Pursuant to section 448.095(5)(c)1., F.S., the District shall terminate an Agreement if it has a good faith belief that the Vendor has knowingly violated section 448.09(1), F.S. Pursuant to section 448.095(5)(c)2., F.S., if the District has a good faith belief that a subcontractor knowingly violated section 448.09(1), F.S., the District shall promptly notify the Vendor and order the Vendor to immediately terminate the Agreement with the subcontractor.

70. DRUG FREE WORKPLACE: Pursuant to Florida Statutes 287.087, each Vendor shall agree to comply with the requirements of a Drug Free Workplace.

71. CONFLICT OF INTEREST/OFFICER AND EMPLOYEE DISCLOSURE REQUIREMENT: The award hereunder is subject to the provisions of Chapter 112, Florida Statutes, as amended, governing conflict of interest. All Bidders must disclose with each bid the name of any officer, director or agent who is also a public employee. Further, all Bidders must disclose the name of any public employee who owns directly or indirectly an interest of five percent (5%) or more in the Bidder's firm or any of its branches. District employees, and appointed officials (herein referred to as "employees") may engage in outside activities and hold financial interests subject to the requirements of District’s Employee Handbook regulations, state law, and federal regulations and law, if applicable. Every employee who is an officer, director, agent, employee, or owner of a substantial interest in any business entity which does or anticipates doing business with the Central Florida Tourism Oversight District ("District") must complete an "Officer and Employee

Disclosure Statement" and file the statement with the required bid documents submitted to the respective Buyer. A statement must be submitted with every bid response.

Per FS 112.313, and FS 112.3143, Vendor hereby certifies that, to the best of its knowledge, no Central Florida Tourism Oversight District Board Supervisor, officer or employee, nor their spouse, child, father, mother, brother, sister, father-in-law, mother-in-law, son-in-law, daughter-in-law, or business associate, is an officer, director, partner, proprietor or employee of, or has any material interest in, the Vendor or will financially benefit from an agreement between Vendor and the District.

72. COLLUSION: The Bidder, by submitting a bid response, agrees to the following: "Bidder certifies their bid is made without previous understanding, agreement, or connection with any person, firm, or corporation making a bid for the same items and is in all respects fair, without outside control, collusion, fraud, or otherwise illegal action." However, multiple bids are allowed from parent and subsidiaries as long as they have distinct financial books and file taxes under separate EINs.

73. USE OF PREMISES: The Vendor shall confine their equipment, the storage of materials and equipment and the operations of their workers to areas permitted by law, ordinances, permits or at the direction of assigned District staff, and shall not unreasonably encumber the premises with materials or equipment. The Vendor shall not load nor permit any part of any structure to be loaded with weights that will endanger the structure, nor shall they subject any part of the work area to stress or pressures that will endanger or damage District property.

74. CARE OF WORK: The Vendor shall be responsible for all damages to persons or property that occur as a result of their fault or negligence in connection with the scope of work and shall be responsible for the proper care and protection of all work performed until completion and final acceptance, whether or not the same has been covered in whole or in part by payments made by the District. The Vendor shall avoid damaging sidewalks, streets, curbs, pavements, utilities, structures, or any other property (except that which is to be replaced or removed) either on or adjacent to the site. Vendor shall repair, at its’ own expense and in manner satisfactory to the District, any damage thereto caused by their operations.

75. VENDOR'S EMPLOYEES: All employees of the Vendor shall be considered to be at all times the sole responsibility of the Vendor, under their sole direction and supervision and not an employee or agent of the Central Florida Tourism Oversight District, the Vendor shall supply competent and physically capable employees. The District reserves the right to require the Vendor to remove any employee it deems careless, incompetent, abusive, obstructive, insubordinate, or otherwise objectionable and whose continued employment on District property is not in the best interest of the District. In doing any work as a result of this solicitation, eight (8) hours shall constitute a legal day's work by any laborer or workman employed by Vendor.

76. SUBCONTRACTORS. If Bidder, as part of the performance of its Work hereunder, is required to commission other vendors (“Subcontractor”), then the following provisions shall apply:

A. Bidder must a submit a Subcontractor List with their bid response;

B. Bidder must provide an accurate, good faith estimate of subcontractor’s percent (%) of work or may have their bid rejected;

C. District reserves the right to accept or reject any subcontractors prior to commencement of the Work; and

D. After commencement, Vendor shall obtain District's written consent prior to engaging the services of any additional Subcontractor and shall not engage any Subcontractor to which District objects.

E. Each subcontract shall provide for its termination by the Vendor if, in the District's opinion, the Subcontractor fails to comply with the requirements of the Contract Documents insofar as the same may be applicable to its portion of the Work; and each Subcontractor shall be required to insert a similar provision in each of its sub-subcontracts. In the event of any such failure by a Subcontractor or Sub-subcontractor to comply with the requirements of the Contract Documents, such Subcontractor or Sub-subcontractor, as the case may be, shall, upon the District’s request, be removed immediately from the Work and shall not again be employed on the Work. Any such failure (specifically including, without limitation, a failure to pay for labor (including applicable fringe benefits) or materials) by a Subcontractor or Sub-subcontractor shall be considered or deemed to be caused by the negligence, recklessness or intentional wrongful misconduct of the Vendor or of persons employed or utilized by the Vendor in the performance of the Work.

The Vendor is responsible for and shall pay all damages, judgments, losses, costs or expenses, including, without limitation, attorneys' fees, arising out of any claims, lawsuits or actions pertaining or otherwise related to any such failure, including, without limitation, any and all damages, judgments, losses, expenses, costs and attorneys’ fees, incurred by the District. If the Vendor fails to reimburse the District for, or to otherwise pay, any such damages, judgments, losses, expenses, costs or attorneys’ fees, the District shall have the right to offset or back-charge all of said items or amounts against sums then or thereafter due to the Vendor under the Contract. If the sums due under the Agreement have already been paid or if the sums then or thereafter due to the Vendor are not sufficient to cover the items or amounts required hereunder, the Vendor shall reimburse the District or otherwise pay the difference to the District.

F. PAYMENTS TO SUBCONTRACTORS.

1. Unless the District otherwise agrees or the Contract Documents otherwise provide, the Vendor shall pay each Subcontractor, upon receipt of payments from the District, an amount equal to the percentage of completion allowed to the Vendor on account of such Subcontractor's portion of the Work, less a percentage thereof equal to the percentage retained from payments to the Vendor. The Vendor shall also require each Subcontractor to make similar payments due to any Sub-subcontractor.

2. If the District fails to approve a Vendor's Application for Payment, as hereinafter provided, for any cause which is the fault of the Vendor and not the fault of a particular Subcontractor, the Vendor shall nevertheless pay that Subcontractor for its portion of the Work to the extent completed, less the retained percentage, such payment to be made no later than the date payment to the Vendor would otherwise have been made by the District.

77. NON-DISCRIMINATORY EMPLOYMENT PRACTICES: During the performance of services, the Vendor agrees to not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, national origin, sex, pregnancy, age, disability, marital status, familial status, sexual orientation or veteran status and will take affirmative action to ensure that an employee or applicant is afforded equal employment opportunities without discrimination. Such action shall be taken with reference to, but not limited to: recruitment, employment, termination, rates of pay or other forms of compensation and selection for training or retraining, including apprenticeship and on-the-job training.

78. ANTI-LOBBYING/COMMUNICATION WITH DISTRICT STAFF AND OFFICIALS: To ensure fair consideration for all Bidders, the District strictly prohibits any communication, whether or not written, verbal, or through a third party, relative to this solicitation with any department, District official, District Board member, or employee during the submission process, except inquiries directly made to the Procurement and Contracting Department, or as provided in the protest policy. Additionally, the District prohibits communications initiated by a Bidder, or agent, or third party of Bidder to any District official(s), District Board member(s), or employee(s) evaluating or considering the bids prior to, and up to the time an award decision is made at a scheduled District Board meeting. Any communication between Bidder and the District can only be initiated directly by a District Official(s), District Board member(s), or employee(s) to obtain information or clarification of the bid. Any prohibited communications initiated by a Bidder, or a third party on behalf of Bidder, will be grounds for disqualifying the offending Bidder from consideration for award of the solicitation.

79. ELECTRONIC SIGNATURE(S): Vendor, if and by offering, an electronic signature in any form whatsoever, will accept and agree to be bound by said electronic signature to all terms and conditions of any agreement. Further a duplicate or copy of an agreement that contains a duplicated or non-original signature will be treated the same as an original, signed copy of any original agreement for all purposes.

80. INTELLECTUAL PROPERTY RIGHTS: The Vendor will indemnify and hold harmless, the District from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, service marked, trademarked, patented or un-patented invention, process, article or work manufactured or used, including its use by the District.