HomeMy WebLinkAboutCarlisle Thompson, LLC Disaster Recovery Consultant Services Agreement (FEMA) Piggyback Rider - 2022 11 14 PIGGYBACK RIDER— Carlisle Thompson, LLC
THIS "PIGGYBACK" RIDER AGREEMENT "(Agreement") is made and entered
into this 14th day of November, 2022, between the CITY OF WINTER SPRINGS, a Florida
municipal corporation ("City") and CARLISLE THOMPSON, LLC., a Florida limited liability
company, duly authorized to conduct business in the State of Florida,with principal offices located
at 405 W. Sequoia Spur, Georgetown, Texas 78628 ("Consultant"). The City and the Consultant
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 without the need to obtain formal or informal quotations, proposals, or bids. The parties
agree that Consultant has entered into a contract with Seminole County, Florida, and that said
contract is identified as: DISASTER RECOVERY CONSULTANT SERVICES
AGREEMENT FEDERAL EMERGENCY MANAGEMENT AGENCY (FEMA)(RFP-
03642-19/TLR), dated May 22, 2020, ("Original Government Contract"), as Amended on June
22, 2020, ("First Amended Contract"), as renewed on May 22, 2021, for a term to run through
May 21, 2022, and as renewed on May 22, 2022, for a term to run through May 21, 2023.
2. The Original Government Contract and First Amended Contract, including all
Contract Documents, Exhibits, and Attachments as defined in the Original Government Contract
and First Amended Contract are incorporated herein by reference. The Original Government
Contract is attached hereto as Exhibit 111" and the First Amended Contract is attached hereto as
Exhibit"2."The terms and conditions set forth in the Original Government Contract(Exhibit"I")
and First Amended Contract (Exhibit "2") are incorporated herein and said terms and conditions
are fully binding on the parties except to the extent expressly modified herein.
3. Notwithstanding the requirements that the Original Government Contract and First
Amended Contract are fully binding on the parties, the parties have agreed to modify certain
provisions of the Original Government Contract and First Amended Contract as applied to this
Agreement between the Consultant and City of Winter Springs, as follows:
a. Notwithstanding anything in Exhibits "1" or "2" to the contrary, the following
terms shall be substituted throughout the Original Government Contract and First Amended
Contract. "Seminole County" shall be substituted for "City of Winter Springs." All references to
the "County Manager" shall be substituted for "City Manager." Any reference to the "County"
shall be replaced with reference to the "City."
b. The term of this Agreement with the City of Winter Springs shall take effect on the
date of execution by the City and Contractor and shall continue for the duration of the Original
Government Contract,that is,until May 21, 2023, or until all outstanding Purchase or Task Orders
issued prior to the expiration of this Agreement have been either completed or terminated.
C. Section 5—Compensation—shall be amended to additionally provide that City shall
compensate Consultant for the professional services provided for under this Agreement in an
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amount not to exceed $ 50,000.00, unless an amendment authorizing additional work and related
costs is approved by the City Commission, inclusive of all Purchase or Task Orders. Consultant
will be compensated in accordance with the rate schedule contained within the Original
Government Contract.
d. Section 6 — Reimbursable Expenses — Subsection (a)(1)(C) shall be amended to
delete"located in Seminole County, Florida." Subsection(a)(1)(D) shall be stricken and replaced
with the following: "Meals and incidentals will be reimbursed at the Federal Per Diem rate. The
federal rate for Seminole County, FL for FY 2022/2023 is $59.00 per day without receipts."
e. Section 7 and 8 — Payment and Billing — shall be amended to provide that the
Purchase or Task Orders under this Agreement will be issued on a time and materials, not-to-
exceed basis. In no event will Consultant be paid more than $ 50,000.00 in total over the term of
this Agreement, unless an amendment authorizing additional work and related costs is approved
by the City Commission.
Invoices shall be sent to:
City of Winter Springs
Finance Department
1126 East State Road 434
Winter Springs, Florida, 32708.
-Or-
Invoices can be emailed to: FinanceDepartment-Accountingc winterspringsfl.org
Invoices shall be due and payable as provided by the Florida Local Government Prompt Payment
Act s.218.70 et. seq., Florida Statutes.
f. Section 11 —Termination—Section I I(d) shall be stricken and restated as follows:
"Consultant will not be liable for such additional costs if the failure to perform this Agreement
arises out of a"force majeure event." Any delay or failure of Consultant in the performance of its
required obligations hereunder shall be excused if and to the extent caused by a "force majeure
event,"which shall be an act of God; fire;flood;windstorm; explosion; riot;war; sabotage; strikes
(except involving Consultant's labor force); court injunction or order; federal and/or state law or
regulation; or order by any regulatory agency, provided that prompt notice of such delay is given
by the Consultant to the City. The Consultant shall be diligent in attempting to remove such cause
or causes.
g. Section 12—Conflict with Contract Documents—shall be amended to provide that
whenever the terms of this Agreement conflict with other Contract Documents, the order of
precedence will be first this Agreement and then:
1. The Original Government Contract and First Amended Contract.
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2. The Seminole County RFP for Disaster Recovery Consultant Services,
attached as Exhibit "3."
3. The Carlisle Thompson Response to the Seminole County RFP, attached
hereto as Exhibit"4."
h. Section 16—Assignment—shall be amended to provide that neither this Agreement
nor any interest in it may be assigned, transferred, or otherwise encumbered under any
circumstances.
i. Section 18 — Indemnification of City - shall be amended to additionally provide
that, for purposes of this indemnification only, the Consultant's obligation to indemnify the City
includes claims made by the employees of Consultant against the City, and Consultant 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.
j. Section 20 — Dispute Resolution — shall be amended to provide that the County
dispute resolution procedures for proper invoice and payment disputes set forth in Section 22.15,
"Prompt Payment Procedures," Seminole County Administrative Code, shall be utilized by the
City, except that, if an improper payment request or invoice is submitted by Consultant, the City
shall have 10 days after the improper payment request or invoice is received to notify the
Consultant, in writing, that the payment request or invoice was improper and indicate the
corrective action on the part of the Consultant that is needed to make the payment request or
invoice proper, in accordance with the Local Government Prompt Payment Act, s. 218.76, Florida
Statutes. Contract claims shall not be subject to the procedures of Section 3.5541, Seminole
County Administrative Code. The remainder of the Section shall continue to apply.
k. Section 27 — Public Records Law — is amended to additionally require that if
Consultant fails to comply with this Section, and the City must enforce this Section, or the City
suffers a third party award of attorney's fees and/or damages for violating Chapter 119, Florida
Statutes, due to Consultant's failure to comply with this Section, the City shall collect from
Consultant prevailing party attorney's fees and costs, and any damages incurred by the City, for
enforcing this Section against Consultant. 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 Consultant's failure to comply with this Section.
IF THE CONSULTANT 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 Cleric, City of Winter Springs, 1126 East State Road 434,
Winter Springs, FL 32708 or City-Clerk-Department@winterspringsfl.org or (407) 327-
6560.
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1. Section 28—Governing Law,Jurisdiction and Venue—Shall be amended to provide
the venue for any action arising out of or relating to this Agreement shall lie in Seminole County
for state court actions and Orlando, Florida for federal court actions.
in. Section 31 —Notices — shall be amended to reflect that notice directed to the City
shall be directed to:
City Manager
City of Winter Springs, Florida
1126 East State Road 434
Winter Springs, Florida 32708.
n. Section 34—Addendum—Addendum A as attached to the First Amendment to the
Contract shall be stricken and replaced with the attached Exhibit "5", incorporated herein by this
reference.
o. A new Section 35 is hereby added as follows: The total amount billed to the City
by the Consultant for shall not exceed fifty thousand dollars ($50,000.00) during the term of the
Agreement , unless an amendment authorizing additional work and related costs is approved by
the City Commission. Nothing in this Agreement requires the City to authorize any specific
amount of Purchase or Task Orders or any Purchase or Task Orders at all.
P. A new Section 36 E-Verify is hereby added as follows:
1. Pursuant to section 448.095, Florida Statutes, beginning January 1, 2021,
Consultant shall register with and use the U.S. Department of Homeland Security's E-Verify
system, https:He-verify.uscis.gov/emp, to verify the work authorization status of all employees
hired on and after January 1, 2021.
2. Subcontractors:
(i) Consultant 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) Consultant 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) Consultant shall provide a copy of all subcontractor affidavits to the City
upon receipt and shall maintain a copy for the duration of the Agreement.
3. CONSULTANT must provide evidence of compliance with section 448.095,
Florida Statutes. Evidence shall consist of an affidavit from the Consultant 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.
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4. 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.
Consultant 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.
q. A new Section 37 Sovereign Immunity is hereby added 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 liability under state or federal law. Consultant 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.
r. A new Section 38 Attorney's Fees is hereby added 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 CONSULTANT
have executed this Piggyback Rider to the Original Government Contract and First Amended
Contract on the date below noted:
CITY: Carlisle Thompson, LLC:
Shawn Boyl ,)ty Manager
Printed Name and Title:
Connie Brice,President
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Date: ! it Date: 11-14-2022
ATTEST-
Christian Gowan,City Clerk
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