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HomeMy WebLinkAboutTAW Orlando Service Center, Inc Piggyback Agreement (Lot A)- 2021 10 26 PIGGYBACK RIDER—TAW Orlando Service Center, Inc. (Lot A) THIS "PIGGYBACK" RIDER AGREEMENT ("Agreement") is made and entered into this day of September, 2021, between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City") and TAW Orlando Service Center, Inc., a Florida corporation with principal offices located at 3400 Bartlett Blvd,Orlando,FL 32811,("Contractor"). The City and the Contractor agree as follows: 1. The Purchasing Policies of the City of Winter Springs allow for"piggybacking"contracts. Pursuant to this procedure,the City is allowed to piggyback an existing government contract,and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Contractor has entered into a contract with Orange County, Florida, said contract being identified as: Term Contract No. Y17-136A Electric Motor and Pump Repair Services for Water and Wastewater Divisions—Lot A,dated March 12,2017 and as Amended through Amendments No.1-4,most recently dated May 12 2021(said original contract being referred to as the"Original Government Contract"). 2. The Original Government Contract, including all associated Contract Documents and Exhibits and Attachments as defined in the Original Government Contract, is incorporated herein by reference and is attached as Exhibit"1"to this Agreement. All of the terms and conditions set forth in the Original Government Contract (Exhibit "1") are fully binding on the parties and said terms and conditions are incorporated herein except to the extent expressly modified herein. 3. Notwithstanding the requirements that the Original Government Contract is fully binding on the parties,the parties have agreed to modify certain provisions of the Original Government Contract as applied to this Agreement between the Contractor and the City of Winter Springs, as follows: a) Notwithstanding anything in Exhibit "1" to the contrary, the following terms shall be substituted throughout the Original Government Contract: Orange County or County= City of Winter Springs. All references to the County Manager shall = City of Winter Spring's City Manager. All references to the Manger,Procurement Division shall=City Manager. b) Notwithstanding anything in Exhibit "1" to the contrary, the term of this Agreement with the City of Winter Springs shall take effect on the date of its execution of the City and Contractor and continue for the duration of the Original Government Contract,including any extensions permitted by law and executed by Orange County and Contractor,or until all outstanding Purchase Order(s) issued by the City prior to the expiration of the Agreement have been completed or terminated.. C) Term Contract Section 4 — Taxes — Contractor shall use the City's tax exemption certificates,which shall be provided upon request. d) Term Contract Section 5 — Invoicing — Invoices shall be submitted, referencing this contract and the Delivery/Task Order to: City of Winter Springs Finance Department 1126 East State Road 434 Piggyback Rider City of Winter Springs and TAW Orlando Service Center,Inc.—Lot A Page 1 of 4 Winter Springs,FL 32708 e) Term Contract Section 6—Incorporation by Reference—All requirements contained in both the original Invitation for Bids issued by Orange County and Addenda thereto shall be incorporated herein by this reference,except to the extent specifically modified herein. f) Invitation for Bids Section 16—Contractual Agreement—The order of precedence will be this Piggyback Rider, the contract (purchase order), bid documents, and response. . . . Venue for any litigation involving this contract shall be in Seminole County for state court actions and Orlando, Florida for federal court actions. g) Invitation for Bids Section 28 - Indemnification — shall be amended to additionally require that,for purposes of Contractor's indemnification obligation only,Contractor shall indemnify the City for claims made by the employees of Contractor against the City,and Contractor hereby waives its entitlement,if any,to immunity under Section 440.11, Florida Statutes. This waiver has been specifically and mutually negotiated by the parties. h) Invitation for Bids Section 39—Public Records-is amended to additionally require that if Contractor fails to comply with this Section,and the City must enforce this Article,or the City suffers a third party award of attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to Contractor's failure to comply with this Section,the City shall collect from Contractor prevailing party attorney's fees and costs, and any damages incurred by the City, for enforcing this Section against Contractor. And, if applicable,the City shall also be entitled to reimbursement of all attorneys'fees and damages which the City had to pay a third party because of the Contractor's failure to comply with this Article. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES,TO ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: City Clerk, City of Winter Springs, 1126 East State Road 434, Winter Springs,FL 32708 or City-Clerk-DepartmentLOWintersprinesA.orp or(407)327-6560. I) Notices — A new Section is added to the Original Government Contract Is added to provide that Notices to the City shall be delivered to: City Manager City of Winter Springs, Florida 1126 East State Road 434 Winter Springs,FL 32708 TAW Orlando Service Center,Inc. Attn: 3400 Bartlett Blvd Orlando,FL 32811 Piggyback Rider City of Winter Springs and TAW Orlando Service Center,Inc.—Lot A Page 2 of 4 Any Notice given as provided herein shall be deemed received as follows: if delivered by personal service, on the date so delivered; if delivered to an overnight courier service, on the business day immediately following delivery to such service;and if mailed,on the third business day after mailing. D Invitation for Bids Scope of Services — is amended to provide that the sites to be serviced under this contract include but are not limited to: lift/pump stations, wastewater treatment plants, reclaimed water treatment plants,reclaimed water pumping stations,and effluent disposal sites. ("City Facilities"). Contractor and City agree that the details included in the Invitation to Bid regarding the types of electric motors, pumps and related equipment currently in place at the Orange County Utilities' Water Treatment Plants, Wastewater Treatment Plants, and Reclaimed Water Pump Stations and Sanitary Sewer Pump Stations are of a similar type and nature to those motors, pumps and related equipment used at the City Facilities. k) E-Verify Registration and Use — A new Section is added to the Original Government Contract as follows: A. Pursuant to section 448.095, Florida Statutes, beginning January 1, 2021,Contractor shall register with and use the U.S. Department of Homeland Security's E-Verify system,htt s: e- verifv.uscis.jzov/emn,to verify the work authorization status of all employees hired on and after January 1,2021. B. Subcontractors (i) Contractor shall also require all subcontractors performing work under this Agreement to use the E-Verify system for any employees they may hire during the term of this Agreement. (ii) Contractor shall obtain from all such subcontractors an affidavit stating the subcontractor does not employ, contract with, or subcontract with an unauthorized alien, as defined in section 448.095,Florida Statutes. (iii) Contractor shall provide a copy of all subcontractor affidavits to the City upon receipt and shall maintain a copy for the duration of the Agreement. C. Contractor must provide evidence of compliance with section 448.095, Florida Statutes. Evidence shall consist of an affidavit from the Contractor stating all employees hired on and after January 1,2021 have had their work authorization status verified through the E-Verify system and a copy of their proof of registration in the E-Verify system. D. Failure to comply with this provision is a material breach of the Agreement, and shall result in the immediate termination of the Agreement without penalty to the City. Contractor shall be liable for all costs incurred by the City securing a replacement Agreement,including but not limited to,any increased costs for the same services,any costs due to delay,and rebidding costs,if applicable. 1) Sovereign Immunity — A new Section is hereby added to the Original Government Contract as follows: The City intends to avail itself of the benefits of Section 768.28, Florida Statutes and any other statutes and common law governing sovereign immunity to the fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City's potential Piggyback Rider City of Winter Springs and TAW Orlando Service Center,Inc.—Lot A Page 3 of 4 liability under state or federal law. Contractor agrees that City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further,City shall not 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. M) Attorney's Fees—A new Section is hereby added to the Original Government Contract as follows: Should either party bring an action to enforce any of the terms of this Agreement,each party shall bear its own costs and expenses of such action including, but not limited to, reasonable attorney's fees, whether at settlement,trial or on appeal. IN WITNESS WHEREOF,authorized representatives of the CITY and the CONTRACTOR have executed this Piggyback Rider to the Original Government Contract on the day and year below noted: CITY: TAW Orlando Service Center,Inc. Shawn Boyle,City Man r Printed Name and Title: Date: Z rp James A.Turner,III President and CEO ATTEST: Date: 9 R Chris fin Gowan,City Clerk ; ql �Eu1110- Piggyback Rider City of Winter Springs and TAW Orlando Service Center,Inc.—Lot A Page 4 of 4