RFP26-0388_EXHIBIT_1_-CONTRACT.pdf

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EXHIBIT “1”

THE CONTRACT

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CONTRACT

THIS CONTRACT (“Contract”), effective as of the day of , 2026, is made by and between the City of Orlando, a municipal corporation existing under the laws of the State of Florida, hereinafter referred to as the "City" and ., hereinafter referred to as the "Contractor". For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

I. SCOPE

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

Proposal, the Contractor shall perform the Work in accordance with Contractor’s

Proposal to the City, attached hereto as Exhibit “B” and incorporated herein by this reference, and shall furnish all materials, tools, equipment, manpower, and consumables to complete the Work.

II. ORDER OF PRECEDENCE

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

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

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

(Contractor’s Proposal);

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

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

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

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

III. TERM OF CONTRACT

The period of this Contract shall be for three (3) years, beginning on October 1, 2026, and ending on September 30, 2029. This Contract may, by mutual written assent of the parties, be extended for two (2) additional one (1) year periods or portions thereof, up to a cumulative total of five (5) years.

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IV. COMPENSATION

The Contractor agrees to provide the services and materials as specified in its proposal to the City at the cost specified in said proposal and amendments, if any. The amount as specified in Exhibit "B", may be increased or decreased by the City under the Extra Work provision of this Contract, through the issuance of an Addendum, if applicable. Unless otherwise provided in this Contract or in any document attached hereto or incorporated herein, any prices specified in this Contract or an Addendum hereto, will remain firm for the term of the Contract or Addendum.

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, PO Box

4990, Orlando, FL 32802-04990 or email to AP_Invoices@orlando.gov

NOTE: ALL INVOICES MUST CLEARLY INDICATE THE CITY

CONTRACT NUMBER AS STATED HEREIN.

VI. FISCAL YEAR FUNDING APPROPRIATION

A. Specified Period

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

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

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

When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, the contract shall be canceled and the contractor shall be entitled to reimbursement for the reasonable value of any 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

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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.

D. Warranty

The Contractor warrants that the Work including equipment and materials provided shall conform to professional standards of care and practice in effect at the time the Work is performed, be of the highest quality, and be free from all faults, defects or errors. Whenever required by the specifications of the Request for Proposal, the Contractor warrants that all equipment and materials provided shall be new. If the Contractor is notified in writing of a fault, deficiency or error in the Work provided within two (2) years from completion of the Work, the

Contractor shall, at the City's option, either reperform such portions of the Work

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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, 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

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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 Proposals, 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 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

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Procurement and Contracts Division (RFP) Exhibit “1” - Page: 7 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.

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

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(i) Workers’ Compensation and Employer’s Liability. This insurance shall protect the Contractor against all claims under applicable state workmen’s compensation laws. The Contractor shall also be protected against claims for injury, disease, or death of employees that, for any reason, may not fall within the provisions of a workmen’s compensation law. This policy shall include an “all states” or “other states” endorsement. Exemption certificates shall be accepted if valid during the term of the contract, but only for those eligible corporate officers pursuant to

Chapter 440 of the Florida Statutes. Proof of workers’ compensation coverage must still be provided for all employees, sub-contractors not eligible for exemption. The liability limits shall not be less than:

Workers’ compensation: Statutory

Employer’s Liability: $100,000 each occurrence

(ii) Comprehensive Automobile Liability. This insurance shall be written in comprehensive form and shall protect the Contractor and the additional insureds against all claims for injuries to members of the public and damage to property of others arising from the use of motor vehicle and shall cover operation on or off the site of all motor vehicles licensed for highway use, whether they are owned, non-owned, or hired. The liability limits shall not be less than:

Bodily injury and $1,000,000 combined single

Property damage: limit each occurrence.

(iii) Commercial General Liability. This insurance shall be an

“occurrence” type policy (excluding automobile liability) written in comprehensive 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

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Contractor under this Contract with the City, and “completed

Operations and Products Liability” coverage (to remain in force for 2 years after final payment and subsequent to project completion). If the Contractor’s work, or work under its direction, requires blasting, explosive conditions, or underground operations, the comprehensive general liability coverage shall contain no exclusion relative to blasting, explosion, collapse of structures, or damage to underground property. The liability limits shall not be less than:

Bodily injury and $1,000,000 combined single

Property damage: limit each occurrence.

(iv) Contractors Pollution Liability Insurance. Contractor shall obtain and maintain in effect during the term of the contract, Contractors Pollution Liability Insurance, written on an occurrence basis, covering the contractors and any subcontractors thereof liability for bodily injury, property damage, and environmental clean-up costs resulting from

“sudden accidental” or “gradual” pollution events, all arising out of the work or services including the transportation risk to be performed under this contract. Combined single limit per occurrence shall not be less than $1,000,000. Annual aggregate limit shall not be less than $2,000.000.

(v). Cyber Liability Coverage. To the extent that the

Contractor/Supplier provides software, hardware, software or system development, consulting services, Internet/Application

Service Provided services (e.g., outsourced functions such as web-hosting), or any other technology service, Technology

Errors & Omissions (or technology professional liability coverage) insurance, including coverage for loss or disclosure of electronic data, media and content rights infringement and

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Contractor’s/Supplier’s products or services with limits of not less than $10,000,000 per occurrence.

• If the Contractor/Supplier has access to Confidential

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

$10,000,000.00 per occurrence.

G. 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

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J. Time is of the Essence

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

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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

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

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

M. If any section, sentence, clause, phrase, provision, or other portion of this

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

N. This Contract is solely for the benefit of the parties to the Contract and no causes 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: , 2026

DAVID BILLINGSLEY, CPSM, C.P.M.

Name, Typed or Printed

ASSISTANT CITY ATTORNEY

Date: , 2026 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 , 2026, by

_____ , as the , on behalf of ______________________

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

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

(SEAL) Signature of Person Taking Acknowledgment

Typed, Printed or Stamped Name of Person Taking Acknowledgment

My Commission Expires:

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EXHIBIT “A”

REQUEST FOR PROPOSAL

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EXHIBIT “B”

CONTRACTOR’S PROPOSAL AND ANY

AMENDMENTS THERETO