Sample_City_Agreement_from_4.14.26_ADA_Compliant.docx

AGREEMENT

THIS AGREEMENT made and entered into at Tampa, Florida, this day of , 2023, with an Effective Date of ____________, 202__, 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, FL 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, 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:

The Scope of Services to be provided by Contractor is set forth in RFP #________________, Section I Scope of Services as amended by Addendum 1 and Addendum 2 with Addendum 2 having precedence over RFP #__________, Section I Scope of Services and Addendum 1.

SECOND:

Upon the faithful performance of this Contract work by Contractor, City shall pay Contractor for work performed and labor furnished at the prices set forth in Contractor's Proposal. Payment at the completion of each task.

THIRD:

Contractor 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:

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.

FIFTH:

Contractor 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:

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.

SEVENTH:

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.

EIGHTH:

The laws of the State of Florida (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to the Contract Documents, including, without limitation, its interpretation, construction, performance, and enforcement. The parties hereto submit to the exclusive jurisdiction and venue of the state and federal courts located in Hillsborough County, Florida.

NINTH:

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.

TENTH:

Notwithstanding any other provision of the contract, if funds for the continued fulfillment of the contract 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 contract 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 contract shall create a contractual relationship with or a cause of action in favor of a third party against either the City or Contractor.

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, 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 2555 East Hanna Street Tampa, FL 33610

For Contractor:

(SIGNATURES APPEAR ON NEXT PAGE)

IN WITNESS WHEREOF, the parties have 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:

MARCELLA T. HAMILTON

SENIOR ASSISTANT CITY ATTORNEY II

(CONTACTOR’S COMPANY NAME)

BY: ______________________________________

Print or Type Name: _________________________

Title:_____________________________________ (Pres., V-Pres., Partner, Owner, Managing Member)

Corporation ( ) Partnership ( )

Incorporated in the State of __________________

(SEAL) SECRETARY

If doing business under a fictitious name, you must submit a copy of your Certificate of Registration and a copy of the Legal Notice which appeared in a newspaper.