Draft_Agreement.docx

DRAFT AGREEMENT

THIS AGREEMENT made and entered into at Tampa, Florida, this ___day of , 2026, by and between the CITY OF TAMPA, a municipal corporation organized and existing under the Laws of the State of Florida, hereinafter referred to as "City", whose address is the Municipal Office Building being at 306 E. Jackson Street, 2E, Tampa, Florida 33602 and [AWARDEE] hereinafter referred to as “Consultant”, whose address is [AWARDEE ADDRESS], In consideration of the mutual stipulations, agreements, and covenants herein contained, the parties hereto have agreed and hereby agree with each other or their executors, administrators, heirs or successors, and assigns, as follows:

FIRST:

Consultant shall at its own cost and expense furnish the services described below and all material, equipment, tools, and labor of every description necessary for and to carry out in good, firm, substantial and workmanlike manner the following work as specified in the Contract Documents consisting of this Agreement and:

(X) Request for Proposal for Emergency Management Consulting Services, RFP #26-P-00222, inclusive of all parts and attachments and addenda in last date order;

(X) Consultant ’s Best & Final Offer;

(X) Consultant’s Proposal and Affirmation;

(X) Insurance Requirements as set forth in RFP #26-P-00222.

(X) Certification Regarding Lobbying Form The Agreement shall have precedence over the other Contract Documents which shall have precedence in the order set forth above from first to last.

SECOND:

Upon the faithful performance of the contract work by Consultant, City shall pay Consultant for work performed and labor furnished at the prices set forth in Consultant’s executed Best and Final Offer.

THIRD:

Consultant shall abide by, comply with, duly perform, and be bound by each and every one of the terms, provisions, conditions, and agreements contained in the Contract Documents.

FOURTH:

Consultant shall not transfer or assign this contract without the prior written approval of City; and, during the progress of the work, Consultant shall comply with applicable Federal, State, County and City laws, rules, regulations, codes, and rules applicable to this contract, including, but not limited to the attached Contract Exhibit 1, ADDITIONAL REQUIRED CLAUSES FOR FEDERAL FUNDED/REIMBURSABLE COSTS, incorporated herein by reference.

FIFTH:

Consultant shall commence the work and shall faithfully prosecute said work to its full completion within the number of days set forth in the Contract Documents.

SIXTH:

This contract shall be interpreted and construed in accordance with the laws of the State of Florida. Venue for any action brought in state or federal court shall be in Tampa (Hillsborough County) Florida.

SEVENTH:

If any part, terms, or provisions of this contract shall be held illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this contract, the validity of the remaining portions or provisions shall not be affected thereby. The City and Consultant will in good faith attempt to replace an invalid or unenforceable clause with one that is valid and enforceable.

EIGHTH:

The City does not explicitly or impliedly waive its rights to the privileges, rights, immunities, or limitations of liability provided in Section 768.28, Florida Statutes, or any other statutory limitations provided for in the Florida Statutes.

NINTH:

Consultant shall perform the services provided by this contract as an independent contractor, and nothing contained herein shall in any way be construed to constitute Consultant to be a representative, agent, subagent, or employee of the City or any political subdivision of the State of Florida. The relationship of Consultant to the City created by this Contract is that of an independent contractor No person performing work or providing services for Consultant under this contract shall be entitled to any benefits available or granted to employees of the City. Consultant assumes full responsibility for the payment and reporting of all local, state, foreign, and federal taxes and other contributions imposed or required under unemployment, social security, income tax, and similar laws, with respect to the performance of Consultant’s obligations required by this contract by, or on behalf of, Consultant to the City. Notwithstanding anything in this contract to the contrary, Consultant shall not have the right or power to make any contracts, commitments, or admissions of liability for or on behalf of the City. Consultant shall be solely responsible for the means, methods and procedures used by Consultant to perform under this contract.

TENTH:

Notwithstanding any other provision of the Agreement, if funds for the continued fulfillment of the Agreement by the City are at any time not forthcoming or are insufficient, through failure of any entity to appropriate funds or otherwise, then the City will have the right to terminate the Agreement at no additional cost and with no penalty whatsoever by giving prior written notice documenting the lack of funding. The City will use reasonable efforts to ensure appropriated funds are available.

ELEVENTH:

This Agreement may not be modified, amended or extended verbally or by conduct but only by a writing duly executed by the parties herein.

TWELFTH:

Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the City or Consultant.

THIRTEENTH:

A waiver of any provision of this contract shall be valid and effective only if it is in writing and signed by or on behalf of the party granting the waiver. No delay or course of dealing by a party to this contract in exercising a power, right, or remedy under this contract will operate as a waiver of any power, right, or remedy of that party, except to the extent expressly set forth in a writing signed by or on behalf of that party. In addition, the written waiver by a party of a power, right, or remedy under any provision of this contract will not constitute a waiver of any succeeding exercise of the power, right, or remedy or a waiver of the provision itself. Any waiver shall be limited to the particular right so waived and shall not be deemed to waive any other right under this contract.

FOURTEENTH:

Whenever either party desires to give notice unto the other, it must be given by written notice and shall be given by email with delivery confirmation, delivered (i) in person, (ii) via registered or certified United States mail, postage prepaid with return receipt requested, or (iii) via nationally recognized overnight delivery service, and addressed to the party for whom it is intended at the place last specified by each party. The place for giving of notice shall remain such until it is changed by written notice delivered in compliance with the provisions of this Fourteenth Paragraph. For the present, the parties designate the following as the respective places for giving of notice:

For City:

Purchasing Department 306 E. Jackson St.

Tampa, FL 33602 Legal Notices City of Tampa Office of the City Attorney City Hall-5th Floor 315 E. Kennedy Blvd.

Tampa, FL 33602 For Consultant:

Email:

FIFTEENTH:

The Consultant releases and agrees to defend, indemnify and hold harmless the City of Tampa, its officers, elected and appointed officials, and employees from and against any and all liabilities, claims, suits, damages, charges, or expenses (including reasonable attorney’s fees, whether at trial or appeal) which the City may suffer, sustain, incur, or in any way be subjected to by reason of or directly as a result of any act, negligence, or omission on the part of the Consultant, its agents or employees, in the execution or performance of the obligations assumed under the contract, except when caused solely by the fault, failure, or negligence of the City, its agents, or employees. Where the Agreement is for a construction contract for the City, this Section shall be limited to the provisions of Section 725.06, Florida Statutes, with the greater of $1 Million Dollars or a sum equal to the total contract price set as the monetary limitation on the extent of the indemnification.