HomeMy WebLinkAboutUniversity of Central Florida Research Foundation, Inc. Fixed Services Agreement for Customer Satisfaction with Waste Management Services - 2025 06 06Fixed Price Service Agreement
Between
City of Winter Springs, Florida
1126 East State Road 434, Winter Springs, FL 32708
and
University of Central Florida Research Foundation, Inc.
3100 Technology Parkway, Suite 201, Orlando, FL 32826
This Service Agreement ("Agreement") is made and entered into by and between City of
Winter Springs ("Company"), a municipal corporation, organized under the laws of Florida
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, "Party", or collectively, "Parties".
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
fol lows:
1. TERM
UCFRF will perform the Services, described in Exhibit A, incorporated by reference herein,
beginning on the date of last signature ("Effective Date") and shall not extend beyond June
30, 2025 unless the period is extended by modification of this Agreement.
2. FINANCIAL SUPPORT AND PAYMENT
2A Service Requestor hereby agrees to pay UCFRF a fixed fee of $3,964. Payment
schedule is as follows:
Upon Execution $3,964
TOTAL $3,964
2.2 In accordance with the invoicing schedule, invoices shall be submitted to:
Name Clete Saunier
1126 East State Road 434
Address
City, State Zip Winter Springs, FL 32708
Email csaunier@winterspringsfl.org
2.3 Payment by check shall be made payable to University of Central Florida Board of
Trustees and remitted to:
University of Central Florida
PO Box 160119
Orlando, FL 3281&0119
Rev. 2.2.23
2.4 Service Requestor agrees to pay $25.00 USD Fee for any payments made by wire
transfer.
2.5 UCFRF may choose to discontinue performance of the Services if Service
Requestor fails to pay any invoice within thirty (30) days of receipt.
3. REPORTS
UCFRF will provide Service Requestor a final report summarizing the results of the
Services, as described in Exhibit A.
4. ADMINISTRATIVE CONSIDERATION
Service Requestor understands that UCFRF does not have any employees, and that all
personnel performing under this Agreement are employees or agents of UCF. As a result
and notwithstanding anything to the contrary hereunder, UCFRF shall be able to disclose
confidential information, as described in this provision, to employees of UCF who have a
legitimate need to know the confidential information.
5. INTELLECTUAL PROPERTY
5.1 Service Requestor hereby provides UCFRF a non-exclusive, royalty -free, fully paid
up license to use any materials Service Requestor provides to UCFRF. UCFRF shall not use
such materials in any manner other than for the provision of the Services.
5.2 Service Requestor will receive title to any data or test results generated. Title to all
other intellectual property including, without limitation, any inventions and discoveries
conceived or first reduced to practice, all computer software, works, and material
developed in the course of performance of the Services, whether or not protectable by
patent, trade secret or copyright shall be owned by UCFRF.
5.3 Notwithstanding any other provision of this Agreement to the contrary, UCFRF and
UCF reserve an irrevocable, non-exclusive, royalty -free, nontransferable license to make
and use the intellectual property, data, and test results generated hereunder for
educational and research and development activities practiced by UCFRF and UCF.
6. PUBLICATION
Any research or research results generated in conjunction herewith shall be subject to
unrestricted publication or dissemination provided that such publication or dissemination
will not compromise the ability to file for patent protection or inadvertently divulge
proprietary information of a Party.
7. NO REPRESENTATIONS AND WARRANTIES
UCFRF IS A 501(C) (3) NON-PROFIT DIRECT SUPPORT ORGANIZATION OF UCF.
UCFRF AND UCF MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF
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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 THIS AGREEMENT WILL NOT INFRINGE ANY THIRD PARTY PATENT,
COPYRIGHT, TRADEMARK, OR OTHER THIRD PARTY RIGHTS. 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.
8. LIMITATION OF DAMAGES
In no event shall UCFRF, UCF or Service Requestor be responsible for any indirect
damages, incidental damages, consequential damages, 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. The
foregoing limitation of liability will survive any termination of this Agreement and will apply
without regard to any other provision of this Agreement which may have been breached or
have been proven ineffective.
9. ASSUMPTION OF RISK
9.1 UCFRF and UCF 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 UCFRF and UCF for damages regardless of the number or nature of
claims in tort, equity, or contract shall not exceed the lesser of the (i) dollar amount set by
the legislature for tort in Section 768.28, Florida Statutes or (ii) policy limits of UCFRF's
insurance coverage. Service Requestor agrees, at its sole expense, to defend, indemnify
and hold harmless UCFRF and UCF and their respective officers, employees, servants, and
agents, and the UCF Board of Trustees from and against any and all suits, claims, demands,
penalties, fines, charges, causes of action, damages, losses, liabilities, costs and expenses
(including without limitation attorneys' fees) arising from or related to intellectual property
infringement for content provided by Service Requestor under this Agreement or for any
action or inaction taken by Service Requestor under this Agreement.
9.2 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.
10. TERMINATION
10.1 Either Party may terminate this Agreement for any reason upon thirty (30) days
written notice to the other.
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10.2 Service Requestor will pay UCFRF any costs or non -cancellable obligations which
have accrued or been encumbered up to the actual date of termination and Service
Requestor will not be relieved of the obligation to pay those costs because of a termination
hereunder.
11. CONFIDENTIAL INFORMATION
Should it be necessary for either Party to disclose confidential information to the other, the
Parties will first execute a confidentiality agreement.
12. EQUIPMENT
UCFRF will be accountable for and hold title to all equipment purchased under this
Agreement and will be responsible for employing it for the overall purpose of the project.
UCFRF agrees to maintain sufficient records to enable Service Requestor to fulfill its
accountability. Each Party will be accountable for and keep title to all equipment it owns and
utilizes under this Agreement.
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 thirty (30) days prior to the planned
dissemination or publication, unless otherwise required. However, nothing shall prohibit
either Party from complying with Florida Statutes 1004.22(2) regarding sponsored research
activities.
14. EXPORT CONTROL
Each Party acknowledges that it is subject to and agrees to abide by the United States laws
and regulations controlling the export or transfer of information, technical data, software,
items, materials, mockups/prototypes, biological materials and other items (including the
Arms Export Control Act ("AECA"), as amended and enumerated in the International Traffic
Arms Regulations ("ITAR") 22 CFR Parts 123-130, and the Export Administration Act
("EAA") of 1979 enumerated in the Export Administration Regulations ("EAR")15 CFR Parts
300-799. The transfer of such items and technical data may require a license from the
cognizant agency of the U.S. Government or written assurances by Service Requestor that
it shall not export such items to certain foreign countries and/or foreign persons without
prior approval of the cognizant agency. UCFRF neither represents that a license is or is not
required or that, if required, it shall be issued.
15. NOTICES
All notices and other communication given under this Agreement shall be addressed or sent
via electronic mail to the address set forth below unless by a previous notice a different
person or address has been designated.
UCFRF Contractual Contact:
Service Requestor Contractual Contact:
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University of Central Florida Research
Foundation, Inc.
3100 Technology Parkway, Suite 201
Orlando, Florida 32826
Attn: Denisha Pierre
Email: Denisha.pierre@ucf.edu
UCFRF Technical Contact:
Sociology Department
4297 Andromeda Loop N.
Orlando, FL 32816
Attn: Dr. Amy Donley
Email: amy.donley@ucf.edu
16. MISCELLANEOUS
City of Winter Springs Finance Department
1126 East State Road 434
Winter Springs, FL 32708
Attn: Clete Saunier
Email: csaunier@winterspringsfl.org
Service Requestor Technical Contact:
City of Winter Springs PW/UT Compound
150 Hartman Lane
Winter Springs, FL 32708
Attn: Clete Saunier
Email: csaunier@winterspringsfl.org
16.1 This Agreement will be governed by the laws of the State of Florida and the United
States. Any dispute between the Parties concerning this Agreement shall be decided in a
court of competent jurisdiction of the Parties and the subject matter hereof in Orange
County, Florida. The Parties specifically waive the right to any other jurisdiction and venue,
and the defense based on inconvenient forum.
16.2 The Parties to this Agreement are and will remain independent contractors and
nothing herein will be construed to create a partnership, agency or joint venture between
is. Neither Party shall have any authority to bind the other or the other's representatives in
any way and shall not represent to any third party that it has such authority.
16.3 No default, delay, or failure to perform on the part of either Party shall be considered
a default, delay, or failure to perform hereunder, if such default, delay, or failure to perform
is due to causes beyond either Party's reasonable control including, but not limited to,
strike, lockouts, or inactions of governmental authorities; epidemic; pandemic; war;
embargoes; fire; earthquake; acts of God; or default of a common carrier. In the event of
such default, delay, or failure to perform, any date or times by which either Party is
otherwise scheduled to perform shall be extended automatically for a period of time equal
in duration to the time lost by reason of the excused default, delay, or failure to perform.
16.4 The Parties understand and agree that a Party may suffer irreparable harm in the
event of breach of any of the obligations under this Agreement and that monetary damages
may be inadequate to compensate for such breach. Accordingly, the Parties agree that, in
the event of a breach, or threatened breach by a Party, of any of the provisions of this
Agreement a Party, in addition to any other available rights, remedies or damages, shall be
entitled to seek a temporary restraining order, preliminary injunction and permanent
injunction in order to prevent or to restrain any such breach by the Party, or its employees,
servants, agents and any and all persons directly or indirectly acting for the Party.
16.5 Neither Party may assign or transfer its rights and remedies nor transfer its
obligations or subcontract for any of the Services to be performed under this Agreement,
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in whole or part, without the prior written consent of the other Party. This Agreement is
binding upon the Parties and their permitted successors and assigns.
16.6 No waiver or delay by either Party to exercise any right or remedy of any breach of
any provision hereof will constitute a waiver of any other breach of that provision or of any
other provision hereof.
16.7 If any provision of this Agreement is held invalid, illegal, or unenforceable, the
remaining provisions shall not be affected or impaired but shall remain in full force and
effect.
16.8 Each Party represents that it has the right, power, and authority to enter into this
Agreement and that it shall comply with applicable state and federal laws in its performance
hereunder.
16.9 Modifications to this Agreement may be made in writing signed by authorized
signatories of both Parties.
16.10 This Agreement consists of the following parts and constitutes the entire Agreement
of the parties with respect to the subject matter hereof. Any other agreement, written or
oral, is hereby superseded.
a. Articles 1-16
b. Exhibit A - Scope of Work and Deliverables
IN WITNESS WHEREOF, this Agreement has been duly executed as of the date set forth
below.
University of Central Florida Research
Foundation, Inc.
By:
Name
Title
Date
Amanda Coveney
Associate Director
Name
Title
Date
Florida
Kevin Sweet
City Manager
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EXHIBIT A -SCOPE OF WORK AND DELIVERABLES
Institute for Social and
JCF Behavioral Science
UNIVERSITY OF CENTRAL FLORIDA
Scope of Work
Winter Springs, FL, Customer Satisfaction with Waste Management Services,
2025
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, 2025.
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%.
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
ISBS Director time
1.5% FTE
$29227
Fringe
32%
$713
ISBS GRA time
30 hours $25/hour
$750
Fringe
2%
$15
UCF Management Fee
7%
$259
Total costs
$3,964
Task
ISBS Director
Sam lin frame construction, Data anal sis, Re ort re aration
GRA
Survey coding, Survey distribution, Data collection
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WS Survey 2025
Q 1 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 oid?
Yes (1)
Q4 Do you currently reside in Winter Springs, FL?
.> Yes (1)
No (2)
QS Does the monthly bill that you get from the City of Winter Springs include a charge for trash
collection services?
Yes (1)
No (2)
�I�% I 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)
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)
Q8 Would you like to be contacted by the City of Winter Springs to talk to them about your trash
collection issues?
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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Q 10 What is your name and street address?
�} Last Name (1)
�^ First Name (2)
Street Address (3)
Q 11 What is the best way to contact you: phone or e-mail?
�) Phone (1)
{..) E-mail (2)
Q12 What is your phone number, including the area code?
Phone Number (1)
Q13 What is your email address?
Email Address (1)
Er2r� of �i�s�!;; �?nfault t?z_ses�io� Pl�~��i;
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