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HomeMy WebLinkAboutUniversity of Central Florida Research Foundation, Inc. Survey Services Agreement - 2019 03 07SERVICES AGREEMENT' between City of WinterSprings, Florida and UNIVERSITY" OF CENTRAL FLORIDA RESEARCH FOUNDATION, INC. This Service's Agreement ("Agreement") is entered into by and between City of Winter Springs, ("Service Requestor"), a municipal corporation„ and the University of Central Florida Research Foundation, Inc., ("UCFRF"), a direct support organization and instrumentality acting for the benefit of and on behalf of The University of Central Florida Board of Trustees ("UCF"); individually a "party", and collectively the "parties", WHEREAS, UCFRF is a university direct -support organization within the definition of the Florida Statutes" Section 1004.28, and is organized and operated exclusively for the benefit of LICE; WHEREAS, the Service Requestor is desirous of an independent research consultant to conduct telephone surveys to 'obtain ratings relating, to, services provided' by Waste Pro in the City of Winter Springs, Florida, and UCFRF desires to provide such services to the City;, NOW THEREFORE, in consideration of the following and for the ,good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Service Requestor and UCFRF agree' as follows: 1. STATEMENT OF WORK. UCFRF proposes to provide services relating to customer service surveys as described in the Scope' of Services attached hereto as Exhibit "A." This Agreement shalll begin on March 11, 2019 and shall not extend beyond May 10, 2019 unless the period is extended by modification of this Agreement. FINANCIAL SUPPORT Service Requestor hereby agrees to pay UCFRF in accordance with the budget estimate as Iprovided in the attached Scope of Services (see Exhibit "Aar). UCFRF shall not exceed such budget estimate without prior written approval by the Service Requestor. 'Credit card payment instructions will be provided) on the invoice to Service Requesto'r, Each party represents that it has the right„ power and authority to enter into this Agreement, to grant the rights granted herein and to perform the duties and obligations described) herein. The parties further represent that they shall comply with applicable state and federal laws. UCFRF IS A 501(C) (3) NON-PROFIT DIRECT SUPPORT ORGANIZATION OF LICE. UCFRF AND UCF MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH REGARD TO THE SERVICES PERFORMED UNDER THIS AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT ANY SERVICES OR INTELLECTUAL PROPERTY PROVIDED OR DEVELOPED BY UCFRF UNDER THUS AGREEMENT WILL NOT INFRINGE ANY THIRD PARTY PATENT, COPYRIGHT, TRADEMARK, OR OTHER THIRD PARTY RIGHTS. UCFRF AND LICE MAKE NO REPRESENTATION AS TO THE USEFULNESS OF ANY SERVICE DELIVERABLE OR INTELLECTUAL PROPERTY. IF SERVICE REQUESTOR CHOOSES TO EXPLOIT SERVICE DELIVERABLES OR INTELLECTUAL PROPERTY IN ANY MANNER WHATSOEVER, IT DOE'S SO AT ITS OWN RISK. TERMINATION This Agreement may be terminated with or without cause by either party upon not less than thirty (30) days prior written notice by either party to the other. UCFRF shall be entitled to full Ipayment for services performed prior to the effective date of termination'. 6. 1 NDEPENDENT CONTRACTOR The, relationship created by this Agreement shall be that of an independent contractor. Nothing contained in this Agreement shall be construed to create a joint venture, partnership, or other (like relationship between the Parties. Neither party is authorized or empowered to act as agent for the other for any purpose and shall not, on behalf of the other, enter into any contract, warranty or representation as to, any matter.. Neither party shall) be bound by the acts or conduct of the other. 7. MODIFICATIONS Modifications to this Agreement may be made only in writing signed by authorized signatories of both parties. & COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be considered an original, but which together shall constitute but one and the same Agreement. 9. FORCE MAJEURE Except as otherwise provided herein, neither party shall be obligated to perform, and neither party shall be deemed to be in default of its performance, if prevented by: (a) fire, earthquake, hurricane, wind, flood, act of God, riot, or civil commotion or (b) any law, ordinance, rule, regulation, or order of any public or military authority stemming from the existence of economic or energy controls, hostilities, war, or governmental law aind reguilation, or (c) labor dispute which results in a strike or work stoppage affecting the, performanice under thiis Agreement, 10. GOVERNING LAW This Agreement shall be, governed by the laws of the State of Florida, and to the extent applicable, by the laws of the United States. Any dispute between the parties concerniing the terms of this Agreement shall be decided in a court of competent jurisdiction over the parties and subject matter hereto in Seminole County, Florida. If any dispute concerning this Agreement arises under Federal law, the venue wiill be Orlando, Florida. The Parties specificaNly waive the right to any other jurisdiction and venue, and the defense based on inconvenient forum.. 11. WAIVER No failure or delay by a party hereto to insist on the strict performance of any term of this Agreement, or to exercise any right or remedy consequent to a breach thereof, shall constitute a waiver of any breach or any subsequent breach of such term. No waiver of any breach hereunder shall affect or alter the remaining terms of this Agreement, but each and every term of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. 11 SEVERABILITY if any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall iremain in full force and effect. 13, LIMITATION OF DAMAGES In no event shall UCFRF, UCF or Service Requestor be responsible for any indirect damages, incidental damages, consequential damages, exemplary damages of any kind, lost goodwill, lost profits, lost business and/or any indirect economic damages whatsoever regardless of whether such damages arise from, claims based upon contract, negligence, tort (including strict liability or other legal theory), a, breach of any warranty or term of this Agreement, any materials or information provided by any party to any other party, and!, regardless of whether it was advised or had reason to know of the possibility of incurring such damages in advance. 14. SOVEREIGNIMMUNITY; ASSUMPTION OF RISK/INDEMNIFICATIION The parties, expressly retain all rights, benefits, and immunities of sovereign immunity in accordance with Section 768.28, Florida Statutes, and nothing in this Agreement shall be deemed as a waiver of sovereign, immunity or limits of liability beyond any statutory waiver. The parties acknowledge and agree that UCFRF is a direct support organization acting on behalf of and as an instrumentality of UCF and that the cap on the amount and! liability of all parties for damages regardless of the number or nature of claims in tort, equity, or contract steal] not exceed the dollar amount set by the legislature for tort in Florida Statute 768.28. The parties agree that neither the Service Requestor, UCF nor UCFRF shall be liable under this Agreement for puniitive damages or interest for the period before, judgment. Further, neither the Service Requestor, UCF nor UCFRF shall be liable for any claim or judgment, or portion thereof, to any one person for over two hundred' thousand dollars ($200,000,00:),, or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments Ipaid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds three hundred thousand dollars ($3001,000.00). Nothing in this Agreement is intended to inure to the benefit of any third party for the purpose of allowing any claim which, would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement. Each Iparty assumes any and all risks of personal injury and property damage attributable to the negligent acts or omissions of that party and its officers, employees, servants, and agents thereof while acting within the scope, of their employment. Subject to Paragraph 1 of this Section 14, for all Services performed under this Agreement, UCF and UCFRF agree, to the fullest extent permitted by law, to indemnify and hold harmless City and its employees, officers, and attorneys against all claims, losses, damages, personail injuries (inicluildinig but not limited to death), or liability (including reasonable attorney's fees), directly or indirectly arisiing from the negligent acts, errors, omissions, iintentional or otherwise, arising out of or resulting from the performance of any Services provided by UCF or UCFRF under this Agreement. The indemnification provided above shall obligate UCF and UCFRF to defend at their own expense or to provide for such defense, at the option of City of all claims of liability and all suits and actions of every name and description that may be brought against City or its employees, officers, and attorneys which may result from, the Services under this Agreement whether the Services are performed by UCF or UCFRF or anyone, directly or indirectly employed by them. In all events City shall be permitted to choose legal counsels of its sole choice,, the fees for which shall be reasonable and subject to and included with this indemnification. This paragraph shall survive termination of this Agreement, 15. NON-USE OF NAMES Neither party may use each other's name or trademarks in any promotion, statement, advertisement, press release or communications to the general public or any third Iparty without each other"s express written consent. Any proposed public statement, advertisement, press release or communications by either party shall be submitted to the other party for its review and written approval! at least five (5) days prior to the planned dissemination or publication, unless otherwise required. However, nothing shall prohibit either party from complying with Florida Statute 1004.22(2) regarding sponsored research activities. 16. ATTORNEY'S FEES Should: any litigation arise concerining this Agreement between the parties, the parties agree to bear their own costs and attorney's fees. 17. PUBLIC RECORDS Pursuant to Section 119.10701, Florida Statutes and other applicable public records laws, UCFRF agrees that any records, documents, transactions, writings, papers, letters, computerized information and programs, maps, books, ,audio or video tapes, films, photographs, data processing software, writings or other material(s), regardless of the physical form, characteristics, or means of transmission, of UCFRF related, directly or indirectly, to the services provided to the Service requester under this Agreement and made or received pursuant to law or ordinance or in connection with the transaction of official business by the Service requester, imay be deemed to be a public record, whether in the possession or control of the Service requester or UCFRF. Said records, documents, transactions, writings, papers, letters, computerized information and programs, maps, books, audio or video tapes, films, photographs, data processing software, writings or other miaterial(s), regardless of the physical forma, characteristics, or means of transmission of UICFRF are subject to the provisions of Chapter 119, Florida, Statutes, and may not be destroyed without the specific written approval of the Service requestor's,desiginated custodian, of public records. IF UCFRF HAS QUIESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO UCFRF'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE SERVICE REQ,UESTOR CLERK, AT (4017) 327-5955, _CITYCLERKDEPARTMENT@WINTERSPRINGSFL.ORG, 1126 EAST STATE ROAD 434, FLORIDA 32708. UCFRF is required to and agrees to comply with public records laws. UCFRF shall (keep and maintain all' public records required by the Service Requestor to Ipeirform the services as agreed to herein. UCRRF shall provide the Service Requester, upon, request from the Service Requestor clerk, copies of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by law. UCFRF shall 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 the Agreement term. Upon completion of the Agreement, UCFRF shall transfer to the Service Requestor, at no cost, all public records in: possession of UCFRF, provided the transfer is requested iin writiing Iby the Service Requestor clerk, Upon such transfer, UCFRF shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. However, if the Service Requestor clerk does not request that the, public records be transferred, UCFRF shall continue to keep and maintain the public record's upon completion of the Agreement and shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Service Requestor, uipon request from the Service Requestor clerk, in a format that is compatible with the information technology systems of the Service Requestor. Should the Service Requester not possess public records relating to this Agreement which are, requested to be inspected or copied by the, Service Requestor or any other person, the Service Requestor shall immediately notify UCFRF of the request and UCFRF shall then provide such records to the Service Requestor or allow the records to be inspected or copied within a reasonaible time. If UICFRF does not comply with a public records request, the Service Requestor miaiy enforce this Section to the extent permitted by law. UCFRF acknowledges that if UCFRF does not provide the public records to, the Service Requestor within a reasonable time, IUCFRF may be subject to penalties under Section 1191.10, Florida Statutes, UCFRF acknowledges that if a civil action is filed against UCFRF to compel production of public records relating to this Agreement, the court may, assess and award against UCFRF the reasonable costs of enforcement, including reasonable attorney fees. All publ'ic records in connection with this Agreement shall, at any and all reasonable times during the normal business hours of UCFRF, be open and freely exhibited to the Service Requester for the purpose of examination, audit, or otherwise. Failure by UCFRF to grant such public access and comply with public records laws and/or requests shall be grounds for immediate unilateral cancellation of this Agreement by the Service Requestoir upon delivery of a written notice of cancellation. If UCFRF fail's to comply with thiis Section, and the Service Requester must enforce this Section, or the Service Requester suffers a third party award of aittorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to UCFRF's failure to comply with this Section, the Service Requestoir shall collect from UCFRF prevailing party attorney's fees and costs, and any damages incurred by the Service Requester, for enforcing this Section against UCFRF. And, if applicable, the Service Requestor shall also be entitled to reimbursement of all attorneys' fees aind damages which, the Service Requestor had to pay a third party because of UCFRFs failure to comply with this Section. The terms and conditions set forth in this Section shall survive the termination of this Agreement. I ALI I I I ilk] WXICI Ilia I ON I WIN I This Agreement consists of the following parts: Articles 1-18 and constitutes the entire Agreement of the parties with respect to the subject matter hereof. Any other agreement, written or oral, is hereby superseded. IN WITNESS WHEREOF, the parties hereto have executed this as of the date set forth below. City of Winter Springs, Florida Name: K In L. Smith Title; City Manager Date: University of Central Florida Research Foundation, Inc. 15( Name: Terri Bigham Title: Assistant Director Date, _March 5, 2019 EXHIBIT A versait ofl C'Oet-It"'r,", Floor ail Institute for Social and Behavioral Sciences Department of Sociology 407-823-1357 Winter Springs, FL, Customer Satisfaction with Waste Management Services, 2019 JSBS agrees to conduct a telephone survey of —400 residents of the city of Winter Springs, Florida, to determine the level of customer satisfaction with the city's solid waste disposal contractor, WastePro. Every effort will be made to commence data collection as soon as possible after the signing of an agreement and to deliver survey results in the timeliest possible fashion. Our cost estimate assumes a total sample size not to exceed 400 interviews. The primary purpose of the survey is to determine whether WastePro qualifies for a performance bonus, which requires a customer satisfaction level of at least 90%. To get the margin of survey error within ± 3 percentage points with a 95% confidence level requires 370 cases. The proposed survey protocol is shown below. Our estimate is that our interviewers can complete 400 interviews with — 190 hours of calling effort. (Most ofthe interviewer's tirne is spent dialing numbers and getting an eligible and cooperative respondent on the phone). For respondents who have negative feedback and/or a damaged waste container, we will attempt to obtain contact information. This will add to the time it takes to complete the interview. We will be using a sampling frame derived from City of Winter Springs water bill records eliminating the cost of a purchased sample. With the above assumptions, the budget estimate is as follows: Interviewing: 190 hours @,) $12/hour 2,280 Training and supervision of interviewers 300 Professional time to code survey, download results, analyze data. 600 Direct costs 3,180 Indirect costs Ca), 10% 318 Total costs $3,498 Proposed survey questionnaire is attached. Winter Springs, FL, Customer Satisfaction with Waste Management Services, 2019 Hi, my name is —, I'm a researcher with UCF and I am not selling anything! We're doing a very short survey for the City of Winter Springs, The survey takes less than two minutes to complete. [INTERVIEWER: Add as necessary to assure respondent: ILet me stress that your participation in this survey is completely voluintary and confidential. Your number wars chosen at random from, a list of resident to participate in this survey. You will not be identified by name in, any document we produce. We afire interviewing approximately 400, people and your answers will be combined with everyone &Ise's. You have the right to refuse to answer any question you want. You may also terminate the interview at any time.] First, doles the monthly bill that you get from the City of Winter Springs include a charge for trash colllection services? 1 Yes 4 Continue 0 No-) Terminate interview 9 1 don't know--) Terminate interview As you probably know, solid waste in Winter Springs is picked up by a private contractor, Waste Pro, All in all, are you satisfied or unsatisfied with the trash collection services you receive at your place of residence? Satisfied Unsatisfied It depends, varies from week to week, etc. Don't know, can't say, refused. Do you have any specific complaints about the trash collection service that you would' like to tell me about? RECORD VERBATIMll PROBE: Anything else? IF R INDICATES ANY SPECIFIC COMPLAINT, ASK: Would you like to be contacted by the City to talk to them about your trash collection issues? No 4 Go to next question Yes 4 Ask for contact information then go to next question I's your trash collection, container (bin) damaged to the point where you would like it to be repllaced? No TERMINATE INTERVIEW Yes OBTAIlN CONTACT INFORMATION THEN TERMINATE IF R WANTS TO TALK TO CITY ABOUT TRASH ISSUES OR NEEDS A NEW CONTAINER, ASK: What is youir name and street address? RECORD, VERBATIM What is the best way to contact you: Iphone or e-mail? Pholne4 ASK AND RECORD PHONE NUMBER AND TERMINATE EmaiI4 ASK AND RECORD EMAIL ADDRESS AND TERMINATE OK, that's it. Thank you for agreeing to participate! [TERMINATE INTERVIEW)