2024-05-02_Water_Reclamation_Facility_Process_Evaluation_Agreement.pdf

AGREEMENT TO PROVIDE

WATER RECLAMATION FACILITY PROCESS EVALUATION

(24-022UO-HK-RFQ)

THIS AGREEMENT is entered into as of the _____ day of , 2024 (“Effective Date”), by and between the City of Plant City (“City”) and (“Company”), whose address is .

WHEREAS, City desires to retain Company to provide water reclamation facility process evaluation services to the City, as described herein; and

WHEREAS, the Company represents that Company is qualified, willing and able to provide the described services according to the terms of this Agreement; it is therefore agreed that:

1. SCOPE OF AGREEMENT. The parties agree that the purpose of this

Agreement is for Company to provide water reclamation facility process evaluation services to City as described in the Request for Proposal No. 24-022UO-HK-RFQ for the rates and charges as described in Exhibit “A” attached. This contract includes the Company’s Proposal and the RFP No. 24-022UO-HK-RFQ, and any addenda thereto, except that no deviations in the Company’s Proposal from the documents prepared by or on behalf of the City shall be incorporated herein unless expressly provided in this Contract. Any conflict with the Company’s Proposal and the documents prepared by or on behalf of the City shall be construed in favor of the documents prepared by or on behalf of the City. Documents not included or expressly contemplated in this Paragraph 2 do not, and shall not, form any part of this Contract. The Company’s Proposal is attached as Exhibit “B”.

2. COMMENCEMENT AND COMPLETION DATE. The work on this Agreement shall commence upon receipt of the City’s written Notice to Proceed and shall be completed within Five Hundred Forty (540) days of the City’s written Notice to Proceed.

3. PAYMENTS TO COMPANY. The total cost to City for Company’s services shall not exceed $_____________, and shall be based on the fees and charges in Exhibit A. All payments shall be made on a monthly basis within thirty (30) days after receipt of invoice(s) that shall conform to the City’s accounting submittal requirements. Upon certification by the City Manager that all work has been performed in accordance with the terms of this Agreement, the City Manager will authorize payment of such invoice(s).

4. TERMINATION.

A. Breach of Agreement by City. If the City materially breaches this Agreement, the Company may terminate the Agreement and shall thereafter be entitled only to compensation for services actually performed hereunder prior to such breach. Company expressly waives any and all other claims and remedies against the City, including incidental and consequential damages. Company shall give written notice to the City of any alleged breach and the City shall have ten (10) days from the date of such notice in which to cure the breach before Company may proceed under this paragraph.

B. Breach of Agreement by Company. If the Company materially breaches this Agreement, the City may terminate the Agreement and shall thereafter have available to it all rights and remedies in law and equity, the exercise of which shall be cumulative rather than exclusive. The City shall give written notice to the Company of any alleged breach and the Company shall have ten (10) days from the date of such notice to cure the breach before the City may proceed under this paragraph.

C. Termination for Convenience by City. Notwithstanding any provision herein to the contrary, the City may terminate this Agreement at any time without regard to cause at City’s convenience with thirty (30) days’ notice to Company. In such event, the Company shall only be entitled to payment for services actually performed hereunder prior to such termination.

5. DELETION OF SERVICES. The City reserves the right to delete any portion of this contract at any time without cause. If such right is exercised, the total fee shall be reduced by the amount established for that service. If work has already been accomplished on the portion of the contract to be deleted, the Company shall be paid for the deleted portion on the basis of the percentage of completion.

6. SUPERVISION. Company shall provide supervision of its employees during all service hours. If any work is unsatisfactory, the Company will be contacted and any discrepancies corrected at no additional cost to the City. Continued unsatisfactory work may result in termination of this agreement.

Company shall provide the emergency telephone numbers of supervisory personnel assigned to the contract.

7. STANDARD OF CARE. Company hereby warrants that it is competent to perform the tasks undertaken, that the product of such services shall be consistent with the requirements stated herein and with prevailing industry standards, and that all work strictly complies with the requirements of this Contract. Any work not strictly complying with the requirements of this Paragraph shall constitute a breach of the Company’s warranty.

8. DEDUCTIONS TO INVOICES. In the event the Company shall not have completed all of the required or monthly services as scheduled and outlined in the services required specifications, the Company will be required to make corrections of all discrepancies during the following scheduled work day. These corrections must be completely performed in accordance with the specification requirements. If they are not, a deduction of the total daily cost for that location will be subtracted from the Company’s monthly invoice. Failure of the Company to appear on any scheduled workday shall result in the deduction of the total daily cost for that location.

9. WAIVER AND MODIFICATION CLAUSE. Any waiver, modification or cancellation of any term or condition of this Agreement, including but not limited to changes in the services to be performed by the Company and increases or decreases in the Company’s compensation, must be agreed to in writing and signed by both parties in order to be effective.

10. GOVERNING LAWS. This Agreement shall be governed by the laws, rules and regulations of the State of Florida.

11. INSURANCE. The Company shall have and maintain insurance as described in Request for Proposal No. 24-022UO-HK-RFQ and shall provide City a Certificate of Insurance in an ACORD form showing proof of said insurance within five (5) days of the Effective Date of this Agreement. Coverage shall remain in force at all times during the contract period. The Certificate of Insurance shall contain an endorsement providing thirty (30) days notice to City prior to any cancellation or alteration of said coverage. Said coverage shall be written by an insurer acceptable to City.

12. INDEMNIFICATION. Company shall indemnify and hold harmless City, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of Company and other persons employed or utilized by Company in the performance of this Agreement. Company’s obligations under this paragraph shall survive the termination of this Agreement.

13. COMPLIANCE WITH LAWS. The services performed by Company shall be in compliance with all applicable federal, state and local laws and regulations, including Florida’s Sunshine law and Florida’s Public Records law.

14. PERMITS. Company shall obtain all necessary permits required to comply with all local ordinances, State and Federal laws, rules, and regulations applicable under this Agreement.

15. OSHA REQUIREMENTS. Company agrees to comply with the provisions of the Occupational Safety and Health Act of 1970, and the standards and regulations issued thereunder, and warrants that all services furnished under this agreement will conform to and comply with said standards and regulations. Company agrees to furnish Material Safety Data Sheets (for OSHA020) as applicable for hazardous or potentially hazardous products.

16. STATEMENT OF ASSURANCE. During the performance of this Agreement, the Company assures the City that Company is in compliance with Title VII of the 1964 Civil Rights Act, as amended, and the Florida Human Rights Act of 1977; that Company does not on the grounds of race, color, national origin, religion, sex, age, handicap or marital status, discriminate in any form or manner against Company’s employees or applicants for employment. This Agreement is expressly conditioned upon the veracity of this Statement of Assurance and the Company’s compliance with Title VII of the Civil Rights Act of 1964 when federal grant(s) is/are involved. Other applicable Federal and State laws, Executive Orders and regulations prohibiting such discrimination are also included by this reference.

This Statement of Assurance shall be interpreted to include Vietnam-Era Veterans and Disabled Veterans within its protective range of applicability.

17. PUBLIC ENTITY CRIMES. In accordance with Section 287.133, Florida Statutes, any person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with a public entity, and may not transact business with any public entity of the threshold amount provided in Section 218.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.

By execution of this Agreement, Company assures the City that none of its officers, directors, executives, partners, shareholders, employees, members or any of its agents who are active in management have been convicted of a public entity crime. In the event that any of its officers, directors, executives, partners, shareholders, employees, members or any of it agents who are active in management are convicted of a public entity crime, the Company shall immediately notify the City.

18. E-VERIFY. Company warrants and represents that it has registered with and uses the E-Verify system to verify the work authorization status of all newly hired employees, and will at all times during this Agreement be in compliance with Section 448.095, Florida Statutes.

19. SCRUTINIZED COMPANIES. In accordance with Section 287.135, Florida Statutes, a company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with an agency or local governmental entity for goods and services of

(a) any amount if, at the time of bidding on, submitting a proposal for, or entering into or renewing such contract, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a boycott of Israel; or (b) One Million Dollars or more if, at the time of bidding on, submitting a proposal for, or entering into or renewing such contract, the company is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria.

By execution of this Agreement, Company warrants, certifies, and assures the City that Company is not on the Scrutinized Companies that Boycott Israel List, the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. In the event that Company is placed on the Scrutinized Companies that Boycott Israel List, the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria, the Company shall immediately notify the City.

This contract may be terminated at the option of the City if Company is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel. In accordance with Section 287.135, Florida Statutes, if this Agreement is for goods or services of one million dollars or more, this contract may be terminated at the option of the City if Company is found to have submitted a false certification as provided in Section 287.135(4), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List, been placed on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria.

20. DISCRIMINATORY VENDOR LIST. Pursuant to Section 287.134, Florida

Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contact with any public entity;

and may not transact business with any public entity. A public entity may not accept any bid, proposals, or replies from, award any contract to, or transact any business with any entity or affiliate on the discriminatory vendor list for a period of 36 months following the date that the entity or affiliate was placed on the discriminatory vendor list unless that entity has been removed from the list pursuant to Section 287.134(3)(f), Florida Statutes. A public entity that was transacting business with an entity at the time of the discrimination resulting in that entity being placed on the discriminatory vendor list may not accept any bid, proposal, or reply from, award any contract to, or transact any business with any other entity who is under the same, or substantially the same, control as the entity whose name appears on the discriminatory vendor list so long as that entity’s name appears on the discriminatory vendor list.

By execution of this Agreement, Company warrants, certifies, and assures the City that Company is not on the discriminatory vendor list. In the event that Company is placed on the discriminatory vendor list, the Company shall immediately notify the City.

21. NON-WAIVER. No failure by the City to insist upon the strict performance of any term or condition of this Agreement or to exercise any right or remedy available upon a breach hereof, shall constitute a waiver of any such breach or of any such term or condition.

No waiver of any breach shall affect or alter any term or condition in this Agreement, and each such term or condition shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.

22. RELATIONSHIP OF THE PARTIES. Nothing contained in this contract shall be deemed or construed to the relationship between the parties of principal and agent, or of partnership or joint venture, or of employer and employee; it being expressly agreed that the relationship of the Company to the City is that of an independent contractor.

23. VENUE. In the event that legal proceedings are instituted by either party, venue for any action regarding this Agreement shall be in the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, East Division, or if applicable, the Middle District of Florida, Tampa Division.

24. PUBLIC RECORDS.

IF COMPANY HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES, TO COMPANY’S DUTY TO

PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,

COMPANY SHALL CONTACT THE CUSTODIAN OF PUBLIC RECORDS

AT:

Kerri J. Miller City Clerk 302 W. Reynolds Street Plant City, FL 33563 Phone: 813-659-4200 kmiller@plantcitygov.com

Company shall comply with the requirements of Florida’s Public Records law. In accordance with Section 119.0701, Florida Statutes, Company shall (a) keep and maintain public records required by City in order to perform the service under this Agreement; (b) upon request from the City Clerk, provide City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time and at a cost that does not exceed the cost provided under Florida’s Public Records law; (c) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of this Agreement term and following completion of this Agreement if Company does not transfer the records to City; and

(d) upon completion of this Agreement, transfer, at no cost, to City all public records in possession of Company or keep and maintain public records required by City to perform the service. If Company transfers all public records to City upon completion of this Agreement, Company shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Company keeps and maintains public records upon completion of this Agreement, Company shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to City, upon request from City’s custodian of public records, in a format that is compatible with the information technology system of City.

mailto:kmiller@plantcitygov.com

25. NOTICES. All notices required or permitted hereunder shall be in writing and shall be deemed to have been delivered hereunder if mailed by first class, certified mail, postage prepaid, to the respective parties at the respective addresses:

City:

Bill McDaniel

City Manager City of Plant City 302 West Reynolds Street Plant City, FL 33563

With a copy to:

Kenneth W. Buchman City Attorney City of Plant City 302 West Reynolds Street Plant City, FL 33563

Company:

Any party may at any time change its contact person or address for such notices by delivering or mailing to the other parties hereto, in the manner provided above, a notice of such change.

26. SUCCESSORS AND ASSIGNS. The covenants contained in this Agreement are binding on the parties and their respective successors, legal representatives and assignees, if any; however, this Agreement may not be assigned by Company to any third party without the prior written consent of the City Manager.

27. SOVEREIGN IMMUNITY. City expressly retains all rights, benefits, and immunities of sovereign immunity. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be deemed as a waiver of the City’s sovereign immunity or limits of liability contained in Section 768.28, Florida Statutes.

28. NO THIRD PARTY BENEFICIARIES. Nothing contained herein shall create any relationship, contractual or otherwise, with, or any rights in favor of, any third party.

29. SUBJECT TO BUDGET AND APPROPRIATION. This agreement is subject to budget and appropriation each year by the City. The City may, at its sole discretion, cancel this contract by failing at annual budget to include funds for its continuance in the upcoming year involved.

30. TAX EXEMPT STATUS. City is a municipal corporation and is exempt from State of Florida Sales Tax. City’s Consumer’s Certificate of Exemption number is 85- 8012740153C-4. Company shall not charge sales or use taxes for any services provided to City.

31. SEVERABILITY. If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby if such remainder would then continue to conform to the terms and requirements of applicable law.

32. WAIVER OF JURY TRIAL. EACH PARTY HEREBY AGREES NOT TO

ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND

WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY

SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS

CONTRACT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN

CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS

GIVEN KNOWINGLY AND VOLUNTARILY BY EACH PARTY, AND IS INTENDED

TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO

WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE.

33. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties. It may not be modified or terminated orally and no claimed modification, termination or waiver shall be binding on the City unless in writing signed by an authorized representative of the City. No modification or waiver shall be deemed effected by Company’s acknowledgement or confirmation containing other or different terms.

34. CAPTIONS. All titles to clauses contained in this Agreement are for identification only and shall not be construed as being a substantive part of the Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date of this Agreement.

City:

Approved as to form and correctness: City of Plant City

_______________________________ By: _______________________________ Kenneth W. Buchman Bill McDaniel City Attorney City Manager Dated: ____________________________

Company:

By: _______________________________ Name: ____________________ Title: _____________________

Dated: ____________________________

Exhibit A Company’s Rates and Charges

Exhibit B Company’s Proposal