HomeMy WebLinkAboutUniversity of Central Florida Research Foundation, Inc. Service Agreement for Customer Satisfaction with Water Management 2021 06 02 SERVICES AGREEMENT
between
City of Winter Springs, Florida
and
UNIVERSITY OF CENTRAL FLORIDA RESEARCH FOUNDATION, INC.
This Services 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 UCF;
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."
2. PERIOD OF PERFORMANCE
This Agreement shall begin on June 1, 2021 and shall not extend beyond June 30, 2021 unless the period is
extended by modification of this Agreement.
3. FINANCIAL SUPPORT
Service Requestor hereby agrees to pay UCFRF in accordance with the budget estimate as provided in the attached
Scope of Services(see Exhibit"A"). UCFRF shall not exceed such budget estimate without prior written approval by
the Service Requestor.
4. REPRESENTATIONS AND WARRANTIES
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 UCF. 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.UCFRF
AND UCF 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 DOES SO AT ITS OWN RISK.
5. 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 payment for services performed prior to
the effective date of termination.
6. INDEPENDENT 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.
8. 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, epidemics or
pandemics,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 and regulation, or (c) labor dispute which results in a strike or work stoppage, except related to UCFRF's and
UCF's own labor force,affecting the performance under this 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 concerning 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 will be Orlando, Florida. The Parties
specifically 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.
12. 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 remain 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. SOVEREIGN IMMUNITY; ASSUMPTION OF RISK/INDEMNIFICATION
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 shall 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 punitive 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 paid by the State or its
agencies and subdivisions arising out of the same incident or occurrence, exceeds three hundred thousand dollars
($300,000.00). 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 party 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, UCFRF agrees to the
fullest extent permitted by law,and only up to the limits of Section768.28, F.S.,to indemnify and hold harmless City
and its employees, officers, and attorneys against all claims, losses, damages, personal injuries (including but not
limited to death), or liability (including reasonable attorney's fees), directly or indirectly arising from the negligent
acts, errors, omissions, wrongful or otherwise, arising out of or resulting from the performance of any Services
provided by UCFRF under this Agreement.
The indemnification provided above shall obligate 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 UCFRF or anyone directly or indirectly employed by them. .
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 party 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 concerning this Agreement between the parties,the parties agree to bear their own costs
and attorney's fees.
17. PUBLIC RECORDS
Pursuant to Section 119.0701, 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 requestor under this Agreement and made or received pursuant to law or ordinance or in
connection with the transaction of official business by the Service requestor, may be deemed to be a public record,
whether in the possession or control of the Service requestor 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 material(s), regardless of the physical form,
characteristics, or means of transmission of UCFRF 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 designated custodian of
public records.
IF UCFRF HAS QUESTIONS 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 REQUESTOR CLERK, AT (407) 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 perform the services as agreed to herein. UCFRF shall provide the Service
Requestor, 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 in writing by 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 records 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, upon request from the Service Requestor clerk, in a format that is compatible
with the information technology systems of the Service Requestor. Should the Service Requestor 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 reasonable time. If
UCFRF does not comply with a public records request,the Service Requestor may enforce this Section to the extent
permitted by law. All public 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 Requestor 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 Requestor
upon delivery of a written notice of cancellation. If UCFRF fails to comply with this Section, and the Service
Requestor must enforce this Section, or the Service Requestor suffers a third party award of court awarded
attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to UCFRF's failure to comply with
this Section, the Service Requestor shall collect from UCFRF prevailing party court awarded attorney's fees and
costs, and any damages incurred by the Service Requestor, for enforcing this Section against UCFRF. And, if
applicable,the Service Requestor shall also be entitled to reimbursement of all court awarded attorneys'fees and
damages which the Service Requestor had to pay a third party because of UCFRF's failure to comply with this
Section. The terms and conditions set forth in this Section shall survive the termination of this Agreement.
18. ENTIRE AGREEMENT
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 University of Central Florida Research Foundation,
Inc.
Name:Shawn
Name:Amanda Co eney
Title:City Manager
Date:
1z 0 1Z I Title:Assistant Director
Date: 6/3/2021
EXHIBIT A
Uvuiv ers'lity a/I I' l/ ®r,11't-ta
Institute for Social and Behavioral Sciences
Department of Sociology
407-823-1357
Scope of Services
Winter Springs, FL, Customer Satisfaction with Waste Management Services, 2021
ISBS agrees to conduct an online 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 by June 30, 2021.
Our cost estimate assumes a total sample size of 400 completed surveys. 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 questionnaire is shown below. We estimate that data collection will take two weeks. We
will be using a sampling frame derived from City of Winter Springs water bill records eliminating the cost of
a purchased sample. The City of Winter Springs will provide contact information in an excel file.
With the above assumptions,the budget estimate is as follows:
Line
item Calculation _ Cost
... .. _. .. _. ..��... ....ISrie Director time 2 FTE $2 356 ....
....Fri °__.... _._ $730
I _ _ _. ..._ _ a_jA .. �...w WWYYtltltlWM .e °
SBS GRA time 20 hour
$15lhour $300
Fnn e
$6
�......
UCFRF Mana ient Fe ....� �
$237 a�
www ... r� _.e 7_ _....Total costs �.._ $3,629
._.:
Task
ISBS Director.. _ _.._.. .__ ...._
construction,Data anal +sis, Rcortraration
.... Sam Alin frion-- m "'
GRA Data collection
S Survey 20,21
Start
Q1 The purpose of this survey is to measure customer satisfaction and collect feedback concerning waste
management services in Winter Springs, FL. It will take less than two minutes and is completely confidential.
Q2 Consent form here
Q3 Are you at least 18 years old?
Yes (1)
No (2)
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� �P��1 ��14 d�„ Nlu/r"`�✓'Il�lr�l�w�I�� /��V� �der�Vf���;�ll���f�/ fp V�i y��Jlf @r/!r?�EI,err � ll���m �� � � ��Q4 Do you currently reside in Winter Springs, FL?
Yes (1)
No (2)
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Q5 Does the monthly bill that you get from the City of Winter Springs include a charge for trash collection
services?
Yes (1)
No (2)
1 don't know(3)
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Q6 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 (1)
Unsatisfied (2)
Other (3)
Q7 Do you have any specific comments or complaints about the trash collection service that you would like to
express?
Yes(Please enter your comments in the text box below.) (2)
No (1)
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Q8 Would you like to be contacted by the City of Winter Springs to talk to them about your trash collection
issues?
Yes (2)
No (1)
Q9 Is your trash collection container(bin) damaged to the point where you would like it to be replaced?
Yes (2)
No (1)
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Q10 What is your name and street address?
Last Name (1)
First Name (2)
Street Address (3)
Q11 What is the best way to contact you: phone or e-mail?
Phone (1)
E-mail (2)
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Q12 What is your phone number, including the area code?
Phone Number 1
Q13 What is your email address?
Email Address 1 .. _............
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