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HomeMy WebLinkAboutAnytime Labor - Fort Worth LLC (dba LaborMAX Staffing) Piggyback Agreement 2024 02 26DocuSign Envelope ID: 669DCAE3-4267-4B63-B75F-CBBEBF249795 PIGGYBACK RIDER — ANYTIME LABOR THIS "PIGGYBACK" RIDER AGREEMENT ("Agreement") is made and entered into this _26 day of February,, 2024, by and between the City of Winter Springs, a Florida municipal corporation ("City"), and Anytime Labor - Fort Worth LLC (dba LaborMAX Staffing), a Florida Limited Liability Company with principal offices located at 2850 Curry Ford Road, Orlando, Florida 32806 ("Contractor"). The City and Contractor hereby 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 the Contractor has entered into a contract with Orange County Public Schools (the "Original Government Agency") said contract being identified as Invitation to Bid and ContactorAcknowledgement Form ITB2201024 Temporary Staffing Services, dated March 31, 2022, (said original contract being referred to as the "Original Government Contract"), 2. The Original Government Contract, including all associated Contract Documents, Exhibits, and Attachments as defined in the Original Government Contract, is incorporated herein by reference, and is attached as Exhibit "V to this Agreement. All 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 aforementioned Contract Documents as applied to this Agreement between the Contractor and the City of Winter Springs, as follows: a. Notwithstanding anything in Exhibit 441" to the contrary, the following terms shall be substituted throughout the Original Government Contract: All references to "Orange County Public Schools (`OCPS')" shall be substituted with references to the "City of Winter Springs." All references to "OCPS" shall be replaced with a reference to the "City." b. Notwithstanding anything in Exhibit "I" to the contrary, the initial term of this Agreement is for five (5) years from the Effective Date, irrespective of the term of the Original Government Contract including early termination or expiration of such, except to the extent the City of Winter Springs elects to terminate this Agreement early upon the terms contained herein and in the Original Government Contract. At the end of the initial term, the Agreement may be renewed for up to five (5) additional one-year terms upon the mutual written agreement of the parties. The pricing under the Original Government Contract shall remain firm throughout the duration of the Initial Term. Thereinafter, should Contractor desire to request price increases, Contractor shall do so in accordance with the provisions outlined in Exhibit "1" not more frequently than once per year at the time of extension for an additional one-year term. Any price increase shall not exceed the prior twelve (12) months CPI -All Urban Consumers (CPI-U) adjustment. Price increases agreed to by the Original Government Agency after the Effective Date of this Agreement shall not be binding upon the City of Winter Springs unless an Amendment to this Agreement is properly executed by an authorized representative of the City of Winter Springs, Piggyback Rider City of Winter Springs and Anytime Labor Page 1 of 8 DocuSign Envelope ID: 669DCAE3-4267-4B63-B75F-CBBEBF249795 c. Order of Precedence. The Contract Documents shall consist of (1) this Rider; (2) the Original Government Contract, together with all exhibits, attachments, and duly executed amendments; and (3) all Solicitation ITB2201024 documents together with all addenda thereto issued by the Original Government Agency; (4) Contractor's Proposal; and (5) any and all Specifications, Amendments, Task Orders, Change Orders, and Field Orders issued after the Effective Date of this Agreement by the City of Winter Springs. The order of precedence will be as follows in the event of a conflict among the Contract Documents: properly executed Change Orders, Field Orders, and Amendments issued after the Effective Date of this Agreement; this Rider; the Original Government Contract; Invitation to Bid for Original Solicitation ITB2201024 documents, with all addenda thereto; and Contractor's Proposal. d. Insurance. The City of Winter Springs shall be named as an additional insured. Certificate Holder address shall read: City of Winter Springs Attn: Finance Department 1126 East State Road 434 Winter Springs, FL 32708 The remainder of the insurance requirements in Exhibit "1"shall be unchanged. e. Public Records. Section 7.1 of the Original Government Contract regarding public records is amended to provide: 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-Department@winterspringsfl,org or (407) 327-6560. If Contractor 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 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. f. Venue. Section 7.1 of the Original Government Contract is amended to provide that venue for any litigation involving this Agreement shall be in Seminole County, Florida, for state actions and Orlando, Florida, for federal actions. Piggyback Rider City of Winter Springs and Anytime Labor Page 2 of 8 DocuSign Envelope ID: 669DCAE3-4267-4B63-B75F-CBBEBF249795 g. Notice. Notices to the City shall be delivered to: City of Winter Springs Attn: City Manager City of Winter Springs, Florida 1126 East State Road 434 Winter Springs, FL 32708 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. h. Force Majeure. Section 48 of the Original Government Contract regarding force majeure is hereby stricken and replaced with the following: Any delay or failure of either party in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God, fire, flood, windstorm, explosion, riot, war, sabotage, strike (except involving Contractor's labor force), extraordinary breakdown of or damage to City's facilities, court injunction or order, federal and/or state law and/or regulation, or order by any other regulatory agency, provided that the prompt notice of such delay is given by such party to the other and each of the parties hereto shall be diligent in attempting to remove such cause or causes. If any circumstance of Force Majeure remains in effect for sixty (60) days or longer, either party may terminate this Agreement. Monetary damages will not be awarded to Contractor in the event of Force Majeure. i. E-Verify. Section 50 of the Original Government Contract regarding E-Verify is amended to provide that: 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 i, 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. 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. j. Sovereig_n Immunity. 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 filllest 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. 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, Piggyback Rider City of Winter Springs and Anytime Labor Page 3 of 8 DocuSign Envelope ID: 669DCAE3-4267-4B63-B75F-CBBEBF249795 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. k. Attorney s Fees. 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. This provision does not apply to Contractor's surety. 4. Notwithstanding the requirements that the Original Government Contract is fully binding on the parties, the parties have agreed to add the following provisions to this Agreement between the Contractor and the City of Winter Springs, as follows: a. Contractor's Duties. Contractor•, as Employer of Record under this Agreement, will employ and place the Contractor referred participant with the City. Contractor is responsible for handling payroll, benefits, Worker Compensation matters, and Unemployment Compensation matters for their Employees/participants as well as dealing with Employee/participant personnel matters concerning their performance while on assignment to the City. The Contractor shall procure an "alternate employer endorsement" naming the City as an additional insured of the worker's compensation insurance policy. Such endorsement shall be provided to the City within three (3) business days of execution of this Agreement. When required by the City, the Contractor will provide for drug testing/and background checks on Contractor referred employees/participants prior to commencement of their work assignment. Contractor shall be required to supply an alternate employee/participant to the extent available should the City request a different employee/participant. The City may request removal of an employee/participant at any time for any non-discriminatory reason. b. Job Description. A Job Description will be written and maintained at the worlcsite by the City for each Employee/participant placed under this Agreement. Job Descriptions shall be made a part of this Agreement by reference. The City's Job Descriptions shall supersede any Job Descriptions outlined in the Original Government Contract. c. Waiver of Liability. Contractor understands that the City will require each participant on assignment with the City to sign a waiver providing substantially as follows: "In recognition that any work related injuries which might be sustained by me are covered by state Workers' Compensation statutes, and to avoid the circumvention of such state statutes which may result from suits against the City of Winter Springs as a "worlcsite employer," based on the same injury or injuries, and to the extent permitted by law, I HEREBY WAIVE AND FOREVER RELEASE ANY RIGHTS I MIGHT HAVE to make claims or bring suit against the City of Winter Springs, for damages based upon injuries which are covered under such Workers' Compensation statutes." The required waiver is incorporated herein by this reference and is attached hereto as Exhibit " 2." Piggyback Rider City of Winter• Springs and Anytime Labor Page 4 of 8 DocuSign Envelope ID: 669DCAE3-4267-4B63-B75F-CBBEBF249795 d. Indemnification. Contractor shall indemnify and hold harmless the City on account of any negligence or wrongdoing of Contractor, its officers, employees, and agents and from resulting liabilities, claims, penalties, forfeitures, suits, and any associated costs and expenses to the City, including violations of wage and hour laws. This indemnity agreement shall include costs and reasonable attorney's fees necessitated and arising out of the negligence or wrongdoing of the Contractor. For purposes of this indemnification, this includes claims made by the Contractor's Employees/participants against the City, and Contractor hereby waives its entitlement, if any, to immunity under Section 440.11, Florida Statutes, to the extent it is required to indemnify, defend, and hold harmless the City and its officials, agents, or employees. The indemnity requirements herein shall not extend to liabilities, claims, penalties, forfeitures, suits, and any associated costs and expenses arising out of the sole gross negligence or intentional misconduct of the City. This waiver has been specifically and mutually negotiated by the parties. 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. Philip Hursh, Interim City Manager Christian Gowan, City Clerk Anytime Printed Name and Title: Worth LLC: Julie A Managing Director /5/2024 3 Date: Piggyback Rider City of Winter Springs and Anytime Labor Page 5 of 8 Ingham QIlk .6:P 4 ' V v . ooe;" <. 194,3 �F�f1N©1-E C DocuSign Envelope ID: 669DCAE3-4267-4B63-B75F-CBBEBF249795 EXHIBIT 1 ORIGINAL GOVERNMENT CONTRACT Piggyback Rider City of Winter Springs and Anytime Labor Page 6 of 8 DocuSign Envelope ID: 669DCAE3-4267-4B63-B75F-CBBEBF249795 EXHIBIT 2 PARTICIPANT WAIVER AND RELEASE employee of Anytime Labor Fort Worth (dba LaborMAX Staffing), do hereby agree that any work related injuries which might be sustained by me are covered by state Workers' Compensation statutes and insurance, which is procured by Anytime Labor and not by the City of Winter Springs. To avoid the circumvention of such state statutes which may result from suits against the City of Winter Springs as a worksite employer based on workplace injury or injuries, and to the extent permitted by law, I HEREBY WAIVE AND FOREVER RELEASE ANY RIGHTS I MIGHT HAVE to make claims or bring suit against the City of Winter Springs for damages based upon injuries which are covered under such Workers' Compensation statutes. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement effective this day Era of Participant Print name: Date: Project Director Print name: Worksite Employer Supervisor City of Winter Springs, Florida Print name: Piggyback Rider City of Winter Springs and Anytime Labor Page 7 of 8 DocuSign Envelope ID: 669DCAE3-4267-4B63-B75F-CBBEBF249795 Date: Piggyback Rider City of Wintee Springs and Anytime Labor Page 8 of 8