AGREEMENT FOR COMMODITIES OR SERVICESAGREEMENT
This Agreement (the "Agreement") is made as of this qday of
, 2019, by and between THE CITY OF CLEARWATER, FLORIDA, a
Florida municipal corporation (the "City") and UNDERGROUND REFUSE SYSTEMS,
INC., a Florida corporation (the "Vendor").
WITNESSETH:
WHEREAS, the Vendor entered into an agreement with the City of Kissimmee (the
"Kissimmee Agreement") in which the Vendor agreed to provide certain equipment,
storage containers, parts, and training to the City of Kissimmee, a copy of which is
attached to this Agreement as Exhibit "A"; and
WHEREAS, Section 7 of the Kissimmee Agreement recognizes that the Vendor
may enter into cooperative contracts, commonly referred as a "piggyback," with other
entities based on the terms and conditions contained in the Kissimmee Agreement
provided that the Vendor obtain prior written consent from the City of Kissimmee; and
WHEREAS, the Vendor has obtained written consent from the City of Kissimmee
to enter into a cooperative contract with the City; and
WHEREAS, Sect. 2.564(1)(d), Clearwater Code of Ordinances provides that the
bidding requirements of Article VI, Division 3 of the Clearwater Code of Ordinances may
be waived if it is to City's advantage to purchase commodities or services in cooperation
with another governmental entity in Florida or to purchase commodities or services from
contracts previously awarded by other governmental entities as recommended by the
department director or designee; and
WHEREAS, the Director of the City's Solid Waste/General Services Department
has recommended that the City purchase the Vendor's commodities or services on the
terms and conditions of the Kissimmee Agreement as amended by this Agreement; and
WHEREAS, Sect. 2.564(1)(b), Clearwater Code of Ordinances provides that the
bidding requirements of Article VI, Division 3 of the Clearwater Code of Ordinances may
be waived if the commodities or services are available only from a sole source, after
determination by the purchasing agent upon review of written summary of facts from the
department director requesting the purchase; and
WHEREAS, the purchasing agent has determined that the Vendor is the sole
source of the underground waste collection and disposal system described in the
Kissimmee Agreement after reviewing the written summary of facts provided to the
purchasing agent from the City's Solid Waste/General Services Department; and
WHEREAS, it is the intent of the City and the Vendor (collectively, "the Parties") to
enter into a cooperative contract based on the terms and conditions of the Kissimmee
Agreement as otherwise amended by this Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties agree as follows:
Section 1. Recitals. The above recitals are true and correct and form a material
part of this Agreement upon which the Parties have relied.
Section 2. Agreement to by Bound by Kissimmee Agreement. The Parties
agree to enter into this Agreement based on the terms and conditions contained in the
Kissimmee Agreement. The Parties agree to by bound by the terms and conditions
contained in the Kissimmee Agreement except as otherwise specifically amended by this
Agreement. A true and correct copy of the Kissimmee Agreement is attached to this
Agreement by Exhibit "A" and incorporated by reference
Section 3. Amendments to Kissimmee Agreement. The Kissimmee Agreement
is amended to read:
(a) Section 2 of the Kissimmee Agreement is amended to read:
This Agreement shall commence upon execution by the City's City Manager and
shall be in effect for five (5) years from that date, unless terminated earlier as provided in
this Agreement. The City shall have the option of extending this Agreement for up to five
(5) one (1) year terms upon the same terms and conditions stated in this Agreement by
the City giving the Vendor written notice not less than sixty (60) days prior to the expiration
of the initial term or expiration of an extended term, whichever is applicable. The Vendor
is entitled to renegotiate the terms of this Agreement at the end of the initial term or at the
end of each extended term, whichever shall be applicable if the Vendor has increased
costs including, but not limited to, FICA, FUTA, SUTA, worker's compensation, and health
insurance. If the Vendor is unable to renegotiate the terms of this Agreement with the
City at the end of the initial term or at the end of the extended term, as the case may be,
the Vendor may terminate this Agreement by giving thirty (30) days written notice of such
termination to the City.
(b) Section 13(A) of the Kissimmee Agreement is amended to read:
Whenever either party desires to give notice unto the other, such will be sufficient
only if sent in writing, with an original signature of the party's authorized officer or
employee to:
For the City:
Earl Glosner
Solid Waste/General Services Director
P.O. Box 4748
Clearwater, FL 33756
With a copy to:
Clearwater City Attorney
P.O. Box 4748
Clearwater, FL 33756
For the Vendor:
Jay L. Wheeler
1524 Four Winds Blvd.
Kissimmee, FL 34741
(c) Section 21 of the Kissimmee Agreement is amended to read:
This Agreement shall be construed according to the laws of the State of Florida.
Jurisdiction and venue for any legal action in connection herewith, whether sounding in
contract or tort, shall lie in Pinellas County, Florida. Each party waives the right to a jury
trial.
Section 4. Remainder of Kissimmee Agreement Unaffected. In all other
respects other than specifically amended by Section 3 of this Agreement, the remainder
of the Kissimmee Agreement shall remain in full force and effect. Any portion of the
Kissimmee Agreement that is inconsistent with this Amendment is hereby amended to be
consistent.
Section 5. Counterparts. This Agreement may be executed in counterparts, all
of which together shall constitute one agreement binding on all the parties hereto.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHERFF, the parties have set their hands and their respective
seals affixed as of this day of October, 2019.
Countersigned:
-CV.0 rtef‘cr Attos
George N. Cretekos
Mayor
Approved as to form:
Michael Fuino
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
By: )atZAA,L D . biltAitAl2;
J
William B. Horne II
City Manager
Attest:
Rosemarie CaII
City Clerk
UNDERGROUND REFUSE SYSTEMS; INC.,
a Florida corporation
.+% Notary Public State of Florida
Maria F. Da Sihra-Jackow
• My Commission GG 122416
dr Expires 07/24/2021
STATE OF FLORIDA
COUNTY OF PINELLAS
By:
Name: heeler
Title: resident
The foregoing instrument was acknowledged before me this .. r5T'/ day of
oero1 R. , 2019, by Jay L. Wheeler, as President of Underground Refuse
Systems, Inc., 'a Florida corporation, who is ❑personally known to me or o has produced
a Florida driver's license or o 2.0le Q r, u, r s xN o,,,u zt uas identification.
NOTARY PUBLIC
Printed Name: M4R14 4 SILVA — 7/W44 LA)
Commission Nc. 6r= IA7.'ft[a
My Commission expires: 11— 24+ -.2,61