Sample_Agreement_25-P-00383.docx

AGREEMENT FOR THE MUNICIPAL SOLID WASTE COMPOSITION STUDY

THIS AGREEMENT made and entered into at Tampa, Florida, this day of , 2025, 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 ______________________, hereinafter referred to as "CONTRACTOR", whose address is ___________________________________________.

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:

Contractor shall at its own cost and expense furnish the services described below and all material, equipment, and labor of every description necessary for and to carry out in good, firm, substantial and workmanlike manner, with professionalism consistent with the industry standard of care and skill for similar work, the following work as specified in this Agreement and the following Exhibits to this Agreement, which shall be deemed to be incorporated by reference as though set forth in full herein:

(a) Exhibit A: Scope of Work;

(b) Exhibit B: Compensation, which identifies compensation that Contractor shall receive for each task and subtasks in Exhibit A: Scope of Work;

(c) Exhibit C: Request for Proposals (RFP) for Municipal Solid Wate Composition Study RFP#_25-P-00383 in its entirety, including but not limited to all attachments, exhibits, Scope of Services, General Conditions, Insurance Requirements and any and all addenda in last date order, inclusive of all parts and attachments;

(d) Exhibit D: Contractor’s Proposal and Affirmation in response to RFP # 25-P-00383;

(e) All other contract documents to be provided under the terms of this Agreement; and

(f) All provisions required by law to be inserted into this Agreement, whether actually inserted or not.

SECOND:

The City shall compensate Contractor for the Scope of Work as set forth in Exhibit A: Scope of Work in accordance with Exhibit B: Compensation. It is understood and agreed that the total compensation to be paid for the Scope of Work shall not exceed the sum of _____ ($____________). Contractor will be paid on the basis of stipulated unit prices and/or hourly rates that are negotiated between the City and Contractor for the Scope of Work set forth in the RFP and for any additional studies agreed to by the parties.

THIRD:

Contractor may invoice the City on a monthly basis for the percent of work completed on each task or subtask, and the City will pay Contractor within forty-five (45) days of receipt of proper invoice for the work completed to the City’s reasonable satisfaction. Payments shall be governed in accordance with Florida’s Local Government Prompt Payment Act, section 218.70, Florida Statutes et seq. Any disputed payments shall be governed by the City of Tampa Executive Order 2003-1.

FOURTH:

All reports, designs, drawings, plans, specifications, and schedules, including those in electronic form, developed, authored, prepared, provided or obtained for the Scope of Work to be performed by Contractor and its subcontractors (“Materials”) shall be considered works for hire and shall be, become and remain the property of the City without restriction or limitation on their use, and will be made available upon request to the City at any time during the performance of the Scope of Work and or the completion or termination of the Agreement. Any such Materials remaining in the hands of Contractor or a subcontractor of Contractor upon completion or termination of the Scope of Work shall be delivered immediately to the City, provided that Contractor and its subcontractors may retain a copy of any deliverables for its records. Contractor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged or destroyed before final delivery to the City, Contractor shall replace them at its own expense. If for any reason all or a portion of the Materials should not be considered a “Work for Hire” under applicable law, then Contractor and its subcontractors shall be deemed to have transferred to the City, its successors and assigns, Contractor’s and its subcontractors entire right, title, and interest in and to said Materials and the legal rights therein, including but not limited to, copyright, included therein. However, Contractor and its subcontractors shall have a permanent, irrevocable, non-exclusive, royalty-free license to utilize such documents in the course of its professional presentations, and for other business purposes. Contractor shall not be liable for any loss, claim, liability or cost (including legal costs) arising or allegedly arising out of any reuse of the Materials by the City for any purpose other than that for which they were prepared or any modification of the Materials concepts, products or process produced by or resulting from the services rendered by Contractor.

FIFTH:

The contract term will be three (3) years to include additional studies that examine seasonal fluctuations in both population and weather. Each study must not exceed 6 months unless approved by the Department Director or designee. Individual studies may run concurrently as to not exceed the three (3) year contract term.

Contractor specifically acknowledges that time is of the essence for completion of the Scope of Work under this Agreement.

SIXTH:

Nothing in this Agreement shall be deemed or construed as a waiver of any rights, privilege, immunity or other protection which may be available to the City under the doctrine of sovereign immunity, or the limitations of liability contained in section 768.28, Florida Statutes.

SEVENTH:

Contractor shall not transfer or assign this contract without the prior written approval of City; and, during the progress of the work, Contractor shall comply with applicable Federal, State, County and City laws, rules, regulations, codes, and rules applicable to this contract.

EIGHTH:

The validity, enforcement, and interpretation of this Agreement are governed by the laws of the State of Florida and the federal laws of the United States of America, excluding the laws of those jurisdictions pertaining to resolution of conflicts with laws of other jurisdictions. The parties (a) consent to the personal jurisdiction of the state and federal courts having jurisdiction over Hillsborough County, Florida, (b) stipulate that the proper, exclusive, and convenient venue for all legal proceedings arising out of this Agreement are the Circuit Court for Hillsborough County, Florida, for a state court proceeding, and the United States District Court for the Middle District of Florida – Tampa Division, for a federal court proceeding, and (c) waive any defense, whether asserted by motion or pleading, that the Circuit Court for Hillsborough County, Florida, or the United States District Court for the Middle District of Florida – Tampa Division, is an improper or inconvenient venue.

NINTH:

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 Contractor will in good faith attempt to replace an invalid or unenforceable clause with one that is valid and enforceable.

TENTH:

Contractor shall perform the services provided by this contract as an independent contractor, and nothing contained herein shall in any way be construed to constitute Contractor to be a representative, agent, subagent, or employee of the City or any political subdivision of the State of Florida. The relationship of Contractor to the City created by this Contract is that of an independent contractor. No person performing work or providing services for Contractor under this Contract shall be entitled to any benefits available or granted to employees of the City. Contractor 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 Contractor’s obligations required by this contract by, or on behalf of, Contractor to the City. Notwithstanding anything in this contract to the contrary, Contractor shall not have the right or power to make any contracts, commitments, or admissions of liability for or on behalf of the City. Contractor shall be solely responsible for the means, methods and procedures used by Contractor to perform under this contract.

ELEVENTH:

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.

TWELFTH:

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

THRTEENTH:

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 Contractor.

FOURTEENTH:

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.

FIFTEENTH:

Whenever either party desires to give notice unto the other, it must be given by written notice, 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

For Contractor:

SIXTEENTH:

Each of the parties hereto agrees and represents that the Agreement comprises the full and entire agreement between the parties affecting the Scope of Work contemplated, and no other agreement or understanding of any nature concerning the same has been entered into or will be recognized, and that all negotiations, acts, work performed, or payments made prior to the execution hereof shall be deemed merged in, integrated and superseded by the Agreement.

SEVENTEENTH:

The parties may execute this Agreement in counterparts. Each executed counterpart of this Agreement shall constitute an original document. All executed counterparts, together, shall constitute the same agreement. The parties agree that this Agreement may be executed by electronic means which shall have the same force and effect as manual signatures.

IN WITNESS WHEREOF, the parties hereunto set their hands and seals, and such of them as are corporations have caused these presents to be signed by their duly authorized officers.

ATTEST: CITY OF TAMPA

APPROVED AS TO FORM: <<CONTRACTOR>>

MARCELLA T. HAMILTON <<AUTHORIZED SIGNATORY>>

ASSISTANT CITY ATTORNEY

BY:

ATTEST: BY: TYPE OR PRINT

If business is individually owned, you must sign before two (2) witnesses:

WITNESS:

WITNESS: