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2019-08-06 Ex 1406 Okeechobee FLORIDA • ro njed 1915 CITY OF OKEECHOBEE, PUBLIC WORKS Exhibit 14 Memo Aug 6, 2019 To: Marcos Montes De Oca, City Administrator From: David Allen Date: 7/25/2019 Re: Agreement to Piggyback Services, C.W. Roberts Inc. and Okeechobee County The Public Works Department is requesting that the City Council Approve a Piggyback agreement with C.W. Roberts Inc. for asphalt paving, milling, and striping services based on an agreement signed May 9, 2019 between C.W. Roberts Inc and Okeechobee County. The term of the County contract is three (3) years, Beginning May 1, 2019 and ending April 30, 2022 and may be renewed for up to two (2) years upon agreement of C.W. Roberts and Okeechobee County. Public Works will provide the City Council with a list of proposed asphalt projects with estimated costs based on budgeted amounts annually for approval by the Council. Approval for additional unanticipated projects that may arise during a single year due to unforeseen circumstances such as storm damage will be approved per established purchasing criteria. ,./.4'"6""ta:Ccry Okeechobee FLORIDA • Po.mnded 1915 CITY OF OKEECHOBEE, PUBLIC WORKS Memo To: Marcos Montes De Oca, City Administrator From: David Allen Date: 7/25/2019 Re: 2019 Asphalt Improvement List The Public Works Department is requesting approval for the following asphalt pavement projects based on the piggyback agreement with C.W. Roberts Incorporated. FY 2019 Asphalt Paving Projects Street From To Length Width Tons Cost NW 10th St NW 5th Ave NW 3rd Ave 750' 22' 130 $18,361.20 NE 9th St 100' West of Taylor Creek bridge 800' West of Taylor Creek bridge 700' 22' 125 $17,655.00 NE 5th Ave NE 5th St NE 6th St 350' 22' 65 $ 9,180.60 South Park Street Alleys SW 3rd Ave SW 5th Ave 600' 12' 70 $ 9,886.80 $55,083.60 10% Contingency $ 5,500.00 $60,583.60 AGREEMENT TO PIGGYBACK A CONTRACT FOR SERVICES BID BY ANOTHER GOVERNMENTAL ENTITY WHEREAS, C.W. ROBERTS, INC., a Florida Corporation, entered into an Agreement dated April 1, 2019, a copy of which is attached hereto and marked Exhibit 'A', with OKEECHOBEE COUNTY, 312 Northwest 3rd Street, Okeechobee, Florida 34972, a political subdivision of the State of Florida, for services procured pursuant to Florida Statute §287.057 (the "Contract"), and WHEREAS, the CITY OF OKEECHOBEE, a Florida Municipal Corporation (the "CITY") has the legal authority under Chapter Two, Section 2-289 of the City Of Okeechobee Code of Ordinances to "piggyback" onto a contract procured pursuant to Florida Statute §287.057 by another governmental entity when seeking to utilize the same or similar services provided for in the said Contract; and NOW THEREFORE, having found it to be in the public interest, 1. C.W. ROBERTS, INC. affirms and ratifies the terms and conditions of the above referenced Contract with OKEECHOBEE COUNTY and agrees to perform the services set forth therein for the CITY in accordance with the terms, conditions and unit pricing of said Contract, and such other services as may be unique to the city and agreed between the parties. 2. The CITY agrees to utilize the services of C.W. ROBERTS, INC. in a manner and upon the terms and conditions as set forth in the Contract with OKEECHOBEE COUNTY; in addition, the CITY has attached hereto as Exhibit "B", and accepted by C.W. ROBERTS, INC., provisions of Florida public records laws requirements which will be adhered to by C.W. ROBERTS, INC. for the life of this Agreement. 3. That the original Contract between C.W. ROBERTS, INC. and OKEECHOBEE COUNTY was procured, and the goods and services, terms, conditions and unit prices were obtained through competitive bidding and will be the same in the Piggybacking Agreement with the CITY. 4. The CITY has done due diligence to determine that (a) the original procurement was lawful; (b) the Contractor at all times acted in accordance with Florida law when bidding upon the original Contract; (c) the competitive procurement method used by OKEECHOBEE COUNTY is generally consistent with the purchasing policies or requirements of the CITY. 5. That C.W. ROBERTS, INC. shall maintain such insurance requirements as contained in paragraph 9 of the original Contract, and also name the CITY as an additional insured and provide a certificate of coverage to the CITY at the commencement of the work authorized in this Agreement. Such insurance coverage shall be considered to be primary, and any self-insurance maintained by the CITY shall be considered secondary for purposes of claims or loss. Nothing in this Agreement shall be construed as a waiver or limitation of protection and immunity afforded to the CITY by virtue of Florida Statute §768.28. 6. The Exhibits attached hereto are incorporated herein by reference and made a part of this Agreement. Approved by the City of Okeechobee City Council this 6"' day of August, 2019. CITY OF OKEECHOBEE C.W. ROBERTS, INC. Dowling R. Watford, Jr., Mayor Robert C. Flowers, as its President and Authorized Agent ATTEST: Lane Gamiotea, CMC, City Clerk STATE OF FLORIDA COUNTY OF REVIEWED FOR LEGAL SUFFICIENCY: John R. Cook, City Attorney NOTARY PUBLIC, State of Florida The foregoing was executed before me this day of 2019, by Robert C. Flowers, who personally swore or affirmed that he is authorized to execute this Agreement and thereby bind the Corporation. Seal/stamp: Page 1 of 1 EXHIBIT "B" The contract for services with C.W. Roberts, Inc., dated this 6th day of August 2019 and the terms herein are incorporated by reference and made a part of the contract. 1. The legislature has amended Chapter 119 Florida Statutes, Section .0701 thereof, to expand the obligation of local government to include into all contracts certain language that relates to public records, which is made a part of this Contract. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS FOR THE CITY OF OKEECHOBEE AT: CITY CLERK'S OFFICE 55 S.E. 3RD Avenue Okeechobee, FL. 34974 (863) 763-3372 ext. 9814 Igamiotea@cityofokeechobee.com 2. The contractor shall adhere to Florida public records laws, including the following: a. Keep and maintain public records required by the City to perform the services, and upon request of the custodian of records for the City, provide the City with a copy of the requested records or allow the records to be copied or inspected within a reasonable time at a cost that does not exceed the cost allowed in Chapter 119 or as otherwise provided by law. b. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of this contract term and following completion of the contract if the contractor does not transfer the records to the City. c. Upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or thereafter keep and maintain public records required by the City to perform the service. If the contractor transfers all public records to the City upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request of the City Clerk, in a format that is compatible with the information technology systems of the City. 3. Noncompliance: a. A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the contractor of the request, and the contractor must provide the records to the City or allow the records to be inspected or copied within a reasonable time. A reasonable time is defined as within eight (8) business days. b. If the contractor does not comply with the request of the City for the records, the City shall enforce the contract provisions in accordance with the contract. c. If the contractor fails to provide the public records to the City within a reasonable time, the contractor may be subject to the penalties under Chapter 119.10. 4. Civil Action. EXHIBIT "B" Page 1 of 2 a. If a civil action is filed against a contractor to compel production of public records relating to the City's contract for professional services, the court shall assess and award against the contractor the reasonable costs of enforcement, including reasonable attorney fees, If: 1) The court determines that the contractor unlawfully refused to comply with the public records request within a reasonable time; and 2) At least eight (8) business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the contractor has not complied with the request, to the City and to the contractor. b. A notice complies with the above if it is sent to the custodian of public records for the City and to the contractor at the contractor's address listed on its contract with the City, or to the contractor's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. c. A contractor who complies with a public records request within eight (8) business days after the notice is sent is not liable for the reasonable costs of enforcement. EXHIBIT "B" Page 2 of 2 [C. W. Roberts Contracting - Asphalt Resurfacing and New Road Construction] INDEPENDENT CONTRACTOR'S AGREEMENT THIS INDEPENDENT CONTRACTOR'S AGREEMENT (hereinafter this "Agreement") is made effective the 1 day of April, 2019, by and between OKEECHOBEE COUNTY, a political subdivision of the State of Florida (hereinafter the "COUNTY") and C.W. ROBERTS CONTRACTING, INCORPORATED, a Florida corporation (hereinafter "CONTRACTOR"). WITNESSETH WHEREAS, the COUNTY is a political subdivision of the State of Florida, having a responsibility to provide certain services to benefit the citizens of Okeechobee County; and WHEREAS, the COUNTY has the full power and authority to enter into the transactions contemplated by this Agreement; and WHEREAS, CONTRACTOR is in the business of asphalt resurfacing and new road construction in Okeechobee County and elsewhere in the State of Florida; and WHEREAS, CONTRACTOR is competent and has sufficient manpower, training, and technical expertise to perform the services contemplated by this Agreement in a timely and professional manner consistent with the standards of the industry in which CONTRACTOR operates; and WHEREAS, CONTRACTOR was the successful bidder of a project competitively bid and identified as "Okeechobee County Asphalt Resurfacing and New Road Construction" - Bid #2019-05 which satisfies the COUNTY's Procurement Policy; and WHEREAS, CONTRACTOR agrees to provide such goods and services as more particularly described in this Agreement, as well as in any bid or quotation documents issued in connection with this project. NOW THEREFORE in consideration of the premises, and in consideration of the mutual conditions, covenants, and obligations hereafter expressed, the parties agree as follows: 1. Recitals. The foregoing recitals are true and correct, constitute a material inducement to the parties to enter into this Agreement, and are hereby ratified and made a part of this Agreement. 2. Description of Work. a. The COUNTY hereby retains CONTRACTOR to furnish goods and services as described in the Scope of Services, which is attached hereto as Exhibit "A" and incorporated herein by reference. Any conflict between the terms and conditions in the body of this Agreement and the terms and conditions set forth in Exhibit "A" will be resolved in favor of the body of this Agreement. 7073-410597.WPD [C.W. Roberts Contracting - Asphalt Resurfacing and New Road Construction] b. CONTRACTOR must provide all permits, labor, materials, equipment, and supervision necessary for the completion of the Scope of Services, unless specifically excluded. c. CONTRACTOR must also comply with, and abide by, all requirements as contained in any invitation to bid (ITB), request for proposals (RFP), request for qualifications (RFQ), bid specifications, engineering plans, shop drawings, material lists, or other similar documents issued for this project by the COUNTY, together with any addenda, hereinafter the "Bid Documents." The Bid Documents are hereby incorporated into this Agreement by reference and are declared to be material part of this Agreement. Term. This Agreement has a Term of three (3) years, beginning May 1, 2019 and ending April 30, 2022 and may be renewed for up to two (2) additional one (1) year Terms, upon agreement of the parties in writing, unless sooner terminated under the terms of this Agreement. 4. Payment. a. The COUNTY agrees to compensate CONTRACTOR, for work actually performed under this Agreement, at the rate or basis described in Exhibit "B," which is attached hereto and incorporated herein by reference. CONTRACTOR must perform all work required by the Scope of Services, but in no event will CONTRACTOR be paid more than the amount of One Million Dollars ($1,000,000.00) per year during the Term and each renewal, if any, of this Agreement. b. The COUNTY reserves the right to ratably withhold amounts in the event of the nonperformance of all or part of CONTRACTOR'S obligations. CONTRACTOR must, without additional compensation, correct and revise any errors, omissions, or other deficiencies in its work product, services, or materials arising from the error or omission or negligent act of CONTRACTOR. 5. Acceptance of work product, payment, and warranty. Upon receipt of a periodic work product, or notice that work has progressed to a point of payment in accordance with Exhibit "A" attached or the Bid Documents, if any, together with an invoice sufficiently itemized to permit audit, the COUNTY will diligently review those documents. When it finds the work acceptable under this Agreement the installment payment, found to be due to CONTRACTOR, will be paid to CONTRACTOR within thirty (30) days after the date of receipt of the invoice, unless another payment schedule is provided in Exhibit "A." CONTRACTOR warrants that the data utilized by CONTRACTOR (other than as provided by the COUNTY) is from a source, and collected using methodologies, which are generally recognized in CONTRACTOR's industry or profession to be a reliable basis and foundation for CONTRACTOR's work product. CONTRACTOR must notify the COUNTY in writing if it appears, in CONTRACTOR's professional judgement that the data or information provided by the COUNTY for use in CONTRACTOR'S work product is incomplete, defective, or unreliable. CONTRACTOR guarantees to amend, revise, or correct to the satisfaction of the COUNTY any error appearing in the work as a result of CONTRACTOR's failure to comply with the warranties and representations contained herein. Neither inspection nor payment, including final payment, by the COUNTY will relieve CONTRACTOR from its obligations to do and complete 7073-410597.WPD Page 2 of 12 [C.W. Roberts Contracting - Asphalt Resurfacing and New Road Construction] the work product in accordance with this Agreement. 6. Termination. a. Termination at Will: This Agreement may be terminated by the COUNTY in whole or in part at any time without cause by the COUNTY giving written notice to CONTRACTOR not less than 30 days prior to the date of termination; provided, however, that in such event, neither party will be relieved from its rights or obligations of this Agreement through the date of the actual termination. Notice must be delivered by certified mail, return receipt requested, or in person with proof of delivery. b. Termination for Cause: This Agreement may be terminated by either party for cause by the COUNTY or CONTRACTOR giving written notice to the other party not less than ten (10) days prior to the date of termination; provided, however, that in such event, neither party will be relieved from its rights or obligations of this Agreement through the date of the actual termination. Notice must be delivered by certified mail, return receipt requested, or in person with proof of delivery. 7. Project management. a. COUNTY's Project Manager is: Bryan Moore, Road Director. b. CONTRACTOR'S Project Manager is: Richard G. Forlifer. 8. Notices. All notices to the parties under this Agreement must be in writing and sent certified mail to: a. To COUNTY: Okeechobee County Board of County Commissioners, Attention: County Administrator, 304 NW 2nd Street, Okeechobee, Florida 34972; b. To CONTRACTOR: C.W. Roberts Contracting, Incorporated, Attention: Robert P. Flowers, President, 3372 Capital Circle NE, Tallahassee, Florida 32308. 9. Insurance. a. CONTRACTOR must maintain such insurance as will fully protect both CONTRACTOR and the COUNTY from any and all claims under any Workers Compensation Act or Employers Liability Laws, and from any and all other claims of whatsoever kind or nature to the damage or property, or for personal injury, including death, made by anyone whomsoever, that may arise from operations carried on under this Agreement, either by CONTRACTOR, any subcontractor, or by anyone directly or indirectly engaged or employed by either of them. b. The insurance coverage required by this Agreement must not be less than the amounts described in the Bid Documents. If the Bid Documents do not state an insurance requirement or the amount of insurance, then the amount of insurance required by this Agreement must not be less than: i. Workers' Compensation (unless exempt) with Employers' Liability with a limit of 7073410597.WPD Page 3 of 12 [C. W. Roberts Contracting - Asphalt Resurfacing and New Road Construction] $500,000.00 each accident, $500,000.00 each employee, $500,000.00 policy limit for disease; ii. Commercial General Liability (CGL) insurance with a limit of not less than $500,000.00 each occurrence. If such CGL insurance contains a general aggregate limit, it shall apply separately to this work in the amount of $1,000,000.00. Products and completed operations aggregate shall be $1,000,000.00. CGL insurance shall be written on an occurrence form and include bodily injury and property damage liability for premises, operations, independent contractors, products and completed operations, contractual liability, broad form property damage and property damage resulting from explosion, collapse or underground (x, c, u) exposures, personal injury, and advertising injury. Damage to rented premises shall be included at $100,000.00. iii. Commercial Automobile Liability Insurance with a limit of not less than $1,000,000.00 each accident for bodily injury and property damage liability. Such insurance shall cover liability arising out of any auto (including owned, hired and non - owned autos) and such policy shall be endorsed to provide contractual liability coverage; and iv. Fire damage liability shall be included at $500,000.00. c. CONTRACTOR must furnish the COUNTY with Certificates of Insurance, which are to be signed by a person authorized by that insurer to bind coverage on its behalf. The COUNTY is to be specifically included as an additional insured and loss payee on all policies except Workers' Compensation. In the event the insurance coverage expires prior to the completion of the project, a renewal certificate must be issued 30 days prior to the expiration date. The policy must provide a 30 day notification clause in the event of cancellation or modification to the policy. All certificates of insurance must be on file with and approved by the COUNTY before commencement of any work activities. d. The insurance coverages procured by CONTRACTOR as required herein will be considered as primary insurance over and above any other insurance, or self—insurance, available to CONTRACTOR, and any other insurance, or self-insurance available to CONTRACTOR will be considered secondary to, or in excess of, the insurance coverage(s) procured by CONTRACTOR as required herein. 10. General Provisions. CONTRACTOR must comply with the following general provisions: a. Bond. If a surety bond has been required by the Bid Documents for CONTRACTOR'S faithful performance and payment, and if at any time the surety is no longer acceptable to the COUNTY, CONTRACTOR must, at its expense, within five (5) days after the receipt of notice from the COUNTY to do so, furnish an additional bond or bonds in such form and with such Surety or Sureties as are satisfactory to the COUNTY. The COUNTY will not make any further payment to CONTRACTOR, nor will any further payment be deemed to be due to CONTRACTOR, until such new or additional security for the faithful performance ofthe work is furnished in a manner and form satisfactory to the COUNTY. b. Compliance with Laws. In providing the Scope of Services, CONTRACTOR must comply 7073-410597.WPD Page 4 of 12 [C. W. Roberts Contracting - Asphalt Resurfacing and New Road Construction] with all federal, state, and local laws, statutes, ordinances, rules, and regulations pertaining to or regulating the provision of such services, including those now in effect and hereafter adopted. c. Personal nature of Agreement; Assignment. i. The parties acknowledge that the COUNTY places great reliance and emphasis upon the knowledge, expertise, training, and personal abilities of CONTRACTOR. Accordingly, this Agreement is personal and CONTRACTOR is prohibited from assigning or delegating any rights or duties hereunder without the specific written consent of the COUNTY. ii. If CONTRACTOR requires the services of any subcontractor or professional associate in connection with the work to be performed under this Agreement, CONTRACTOR must obtain the written approval of the COUNTY Project Manager prior to engaging such subcontractor or professional associate. CONTRACTOR will remain fully responsible for the services of any subcontractors or professional associates. d. Discrimination. CONTRACTOR shall not discriminate against any employee employed in the performance of this Agreement, or against any applicant for employment because of age, ethnicity, race, religious belief, disability, national origin, or sex. CONTRACTOR shall not exclude any person, on the grounds of age, ethnicity, race, religious belief, disability, national origin, or sex, from participation in, denied the benefits of, or be otherwise subjected to discrimination in any activity under, this Agreement. ii. CONTRACTOR shall provide a harassment -free workplace, with any allegation of harassment given priority attention and action by management. e. Independent contractor. CONTRACTOR is, and will be deemed to be, an independent contractor and not a servant, employee, joint adventurer, or partner of the COUNTY. None of CONTRACTOR's agents, employees, or servants are, or will be deemed to be, the agent, employee, or servant of the COUNTY. None of the benefits, if any, provided by the COUNTY to its employees, including but not limited to, compensation insurance and unemployment insurance, are available from the COUNTY to the employees, agents, or servants of CONTRACTOR. CONTRACTOR will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, and subcontractors during the performance of this Agreement. Although CONTRACTOR is an independent contractor, the work contemplated herein must meet the approval of the COUNTY and is subject to the COUNTY's general right of inspection to secure the satisfactory completion thereof. CONTRACTOR must comply with all Federal, State and municipal laws, rules and regulations that are now or may in the future become applicable to CONTRACTOR, or to CONTRACTOR's business, equipment, or personnel engaged in operations covered by this Agreement or accruing out of the 7073-410597.WPD Page 5 of 12 [C. W. Roberts Contracting - Asphalt Resurfacing and New Road Construction] performance of such operations. The COUNTY will not be held responsible for the collection of or the payment of taxes or contributions of any nature on behalf of CONTRACTOR. ii. CONTRACTOR will bear all losses resulting to it on account of the amount or character of the work, or because of bad weather, or because of errors or omissions in its contract price. iii. CONTRACTOR must utilize, and must expressly require all subcontractors to utilize, the U.S. Department of Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired by CONTRACTOR and any subcontractors during the Term of this Agreement. Indemnification. CONTRACTOR must indemnify and hold the COUNTY harmless against and from any and all claims, losses, penalties, interest, demands, judgments, costs, damages, or expenses, including attorney's fees and court costs, incurred by the COUNTY, or its agents, officers, or employees, arising directly or indirectly from CONTRACTOR'S performance under this Agreement or by any person on CONTRACTOR'S behalf, including but not limited to those claims, losses, penalties, interest, demands, judgments, costs, damages, or expenses arising out of any accident, casualty, or other occurrence causing injury to any person or property. This includes persons employed or utilized by CONTRACTOR (including CONTRACTOR'S agents, employees, and subcontractors). CONTRACTOR must further 'indemnify the COUNTY against any claim that any product purchased or licensed by the COUNTY from CONTRACTOR under this Agreement infringes a United States patent, trademark, or copyright. CONTRACTOR acknowledges that CONTRACTOR has received consideration for this indemnification, and any other indemnification of the COUNTY by CONTRACTOR provided for within the Bid Documents, the sufficiency of such consideration being acknowledged by CONTRACTOR, by CONTRACTOR'S execution of this Agreement. CONTRACTOR'S obligation will not be limited by, or in any way to, any insurance coverage or by any provision in or exclusion or omission from any policy of insurance, whether such insurance is in connection with this Agreement or otherwise. Such indemnification is in addition to any and all other legal remedies available to the COUNTY and not considered to be the COUNTY'S exclusive remedy. ii. In the event that any claim in writing is asserted by a third party which may entitle the COUNTY to indemnification, the COUNTY must give notice thereof to CONTRACTOR, which notice must be accompanied by a copy of statement of the claim. Following the notice, CONTRACTOR has the right, but not the obligation, to participate at its sole expense, in the defense, compromise or settlement of such claim with counsel of its choice. If CONTRACTOR does not timely defend, contest, or otherwise protect against any suit, action or other proceeding arising from such claim, or in the event the COUNTY decides to participate in the proceeding or defense, the COUNTY will have the right to defend, contest, or otherwise protect itself against same and be reimbursed for expenses and reasonable attorney's fees and, upon not less 7073-410597.WPD Page 6 of 12 g. [C.W. Roberts Contracting - Asphalt Resurfacing and New Road Construction] than ten (10) days notice to CONTRACTOR, to make any reasonable compromise or settlement thereof. In connection with any claim as aforesaid, the parties hereto must cooperate fully with each other and make available all pertinent information necessary or advisable for the defense, compromise or settlement of such claim. iii. The indemnification provisions of this paragraph will survive the termination of this Agreement. Sovereign Immunity. Nothing in this Agreement extends, or will be construed to extend, the COUNTY's liability beyond that provided in section 768.28, Florida Statutes. Nothing in this Agreement is a consent, or will be construed as consent, by the COUNTY to be sued by third parties in any matter arising out of this Agreement. h. Public records. CONTRACTOR is a "Contractor" as defined by Section 119.0701(1)(a), Florida Statutes, and must comply with the public records provisions of Chapter 119, Florida Statutes, including the following: 1. Keep and maintain public records required by the COUNTY to perform the service. 2. Upon request from the COUNTY's custodian of public records, provide the COUNTY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of this Agreement term and following completion of the Agreement if CONTRACTOR does not transfer the records to the COUNTY. 4. Upon completion of this Agreement, transfer, at no cost, to the COUNTY all public records in possession of CONTRACTOR or keep and maintain public records required by the COUNTY to perform the service. If CONTRACTOR transfers all public records to the COUNTY upon completion of this Agreement, CONTRACTOR must destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONTRACTOR keeps and maintains public records upon completion of this Agreement, CONTRACTOR must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the COUNTY, upon request from the COUNTY's custodian of public records, in a format that is compatible with the information technology systems of the COUNTY. 'Public records" is defined in Section 119.011(12), Florida Statutes, as may, from time to time, be amended. iii. If CONTRACTOR asserts any exemptions to the requirements of Chapter 119 and related law, CONTRACTOR will have the burden of establishing such exemption, by way of injunctive or other relief as provided by law. iv. CONTRACTOR consents to the COUNTY's enforcement of CONTRACTOR'S 7073-410597.WPD Page 7 of 12 [CW Roberts Contracting - Asphalt Resurfacing and New Road Construction] Chapter 119 requirements, by all legal means, including, but not limited to, a mandatory injunction, whereupon CONTRACTOR must pay all court costs and reasonable attorney's fees incurred by COUNTY. v. CONTRACTOR' s failure to provide public records within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. Further, such failure by CONTRACTOR will be grounds for immediate unilateral cancellation of this Agreement by the COUNTY. vi. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, ROBBIE L. CHARTIER, COUNTY ADMINISTRATOR, AT 863-763-6441, EXT 1; publicrecords@co.okeechobee.fl.us; MAILING ADDRESS: 304 NW 2nd Street, ROOM 123, OKEECHOBEE, FL 34972. Federal or State Funding. If any portion of the funding for this Agreement is derived from the State of Florida, or any department of the State of Florida, or from federal funding through the State of Florida, the provisions of this sub -paragraph shall apply, provisions elsewhere in this Agreement to the contrary notwithstanding. CONTRACTOR shall make inquiry from the COUNTY's Project Manager to determine whether Federal or State funding is applicable to this Agreement. i. E -Verify. CONTRACTOR must utilize, and must expressly require all subcontractors to utilize, the U.S. Department of Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired by CONTRACTOR during the Term of this Agreement. ii. Agency. CONTRACTOR agrees and acknowledges that it, its employees, and its subcontractors are not agents or employees of the Federal Government, of the State of Florida, or of any department of the Federal Government or the State of Florida. iii. Indemnification. To the fullest extent permitted by law, CONTRACTOR shall indemnify and hold harmless the COUNTY, the Federal Government, the State of Florida, any department of the Federal Government or the State of Florida, and all officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of CONTRACTOR and persons employed or utilized by CONTRACTOR in the performance of this Agreement. This indemnification shall survive the termination of this Agreement. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the State of Florida and the COUNTY's sovereign immunity. iv. Workers' Compensation Insurance. CONTRACTOR must provide Workers' Compensation Insurance in accordance with Florida's WorkersCompensation law for all employees. If subletting any of the work, CONTRACTOR must ensure that the subcontractor(s) have Workers' Compensation Insurance for their employees in 7073-410597.WPD Page 8 of 12 J. (C. W. Roberts Contracting - Asphalt Resurfacing and New Road Construction] accordance with Florida's Workers' Compensation law. If using "leased employees" or employees obtained through professional employer organizations ("PEO's"), CONTRACTOR must ensure that such employees are covered by Workers' Compensation insurance through the PEO's or other leasing entities. CONTRACTOR must ensure that any equipment rental agreements that include operators or other personnel who are employees of independent Contractors, sole proprietorships or partners are covered by insurance required under Florida's WorkersCompensation law. v. Liability Insurance. Contractor shall carry Commercial General Liability insurance providing continuous coverage for all work or operations performed under the Agreement. Such insurance shall be no more restrictive than that provided by the latest occurrence forrn edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State of Florida. CONTRACTOR shall cause the State of Florida to be made an Additional Insured as to such insurance. Such coverage shall be on an "occurrence" basis and shall include Products/Completed Operations coverage. The coverage afforded to the State of Florida as an Additional Insured shall be primary as to any other available insurance and shall not be more restrictive than the coverage afforded to the Named Insured. The limits of coverage shall not be less than $1,000,000 for each occurrence and not less than a $5,000,000 annual general aggregate, inclusive of amounts provided by an umbrella or excess policy. The limits of coverage described herein shall apply fully to the work or operations performed under the Contract, and may not be shared with or diminished by claims unrelated to this Agreement. The policy/ies and coverage described herein may be subject to a deductible. CONTRACTOR shall pay all deductibles as required by the policy. No policy/ies or coverage described herein may contain or be subject to a Retention or a Self -Insured Retention. At all renewal periods which occur prior to final acceptance of the work, the COUNTY and the State of Florida shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The COUNTY and the State of Florida shall be notified in writing within ten days of any cancellation, notice of cancellation, lapse, renewal, or proposed change to any policy or coverage described herein. The COUNTY'S or the State of Florida's approval or failure to disapprove any policy/ies, coverage, or ACORD Certificates shall not relieve or excuse any obligation to procure and maintain the insurance required herein, nor serve as a waiver of any rights or defenses the COUNTY or the State of Florida may have. vi. Inspections. CONTRACTOR shall permit, and require its subcontractors to permit, the COUNTY's and the State of Florida's authorized representatives to inspect all work, materials, payrolls, and records, to audit the books, records, and accounts pertaining to the financing and development of the Services described in the Contract Documents. vii. Auditor General Cooperation. CONTRACTOR shall comply with §20.055 (5), Florida Statutes, and shall incorporate in all subcontracts the obligation to comply with §20.055 (5), Florida Statutes. Federal -Aid Construction Contract. If this is a federal -aid construction project, it shall be subject to the provisions in Exhibit "C", which is attached hereto and incorporated herein by 7073-410597.WPD Page 9 of 12 [C. W. Roberts Contracting - Asphalt Resurfacing and New Road Construction] reference. 11. Miscellaneous Provisions. The following miscellaneous provisions apply to this Agreement: a. Binding Nature of Agreement. This Agreement is binding upon the successors and assigns of the parties hereto. b. Entire Agreement. This Agreement states the entire understanding between the parties and supersedes any written or oral representations, statements, negotiations, or agreements to the contrary. CONTRACTOR recognizes that any representations, statements, or negotiations made by the County staff do not suffice to legally bind the COUNTY in a contractual relationship unless they have been reduced to writing, authorized, and signed by the authorized COUNTY representatives. c. Amendment. No modification, amendment, or alteration in the terms or conditions of this Agreement will be effective unless contained in a written document executed with the same forrnality as this Agreement. d. Severability. If any term or provision of this Agreement is held, to any extent, invalid or unenforceable, as against any person, entity, or circumstance during the Term hereof, by force of any statute, law, or ruling of any forum of competent jurisdiction, such invalidity will not affect any other term or provision of this Agreement, to the extent that the Agreement will remain operable, enforceable, and in full force and effect to the extent permitted by law. e. Construction. If any provision of this Agreement becomes subject to judicial interpretation, the court interpreting or considering such provision should not apply the presumption or rule of construction that the terms of this Agreement be more strictly construed against the party which itself or through its counsel or other agent prepared it. All parties hereto have participated in the preparation of the final form of this Agreement through review by their respective counsel, if any, or the negotiation of specific language, or both, and, therefore, the application of such presumption or rule of construction would be inappropriate and contrary to the intent of the parties. f. Headings. All headings in this Agreement are for convenience only and are not to be used in any judicial construction or interpretation of this Agreement or any paragraph. g Waiver. The indulgence of either party with regard to any breach or failure to perform any provision of this Agreement does not constitute a waiver of the provision or any portion of this Agreement, either at the time the breach or failure occurs or at any time throughout the term of this Agreement. The review of, approval of, or payment for any of CONTRACTOR'S work product, services, or materials does not operate as a waiver, and should not be construed as a waiver, of any of the COUNTY' s rights under this Agreement, or of any cause of action the COUNTY may have arising out of the performance of this Agreement. h. Force Majeure. Notwithstanding any provisions of this Agreement to the contrary, the parties will not be held liable if failure or delay in the performance of this Agreement arises from 7073-410597.WPD Page 10 of 12 [C. I V. Roberts Coniracting - ilspholt Restofiieing and Neil, Road Construction] fires, floods, strikes, embargos, acts of the public enemy, unusually severe weather, out break of war, restraint of government, riots, civil commotion, force majeure, act of God, or for any other cause of the same character which is unavoidable through the exercise of due care and beyond the control of the parties. This provision does not apply if the "Scope of Services" of this Agreement specifies that performance by CONTRACTOR is specifically required during the occurrence of any of the events herein mentioned. Attorney's Fees. In any litigation arising out of this Agreement, the prevailing party is entitled to recover, from the other party, its reasonable attorney's fees and costs, at both the trial and appellate levels. Law; Venue. This Agreement is being executed in Okeechobee County, Florida and is governed in accordance with the laws of the State of Florida. Venue of any action hereunder will be in Okeechobee County, Florida. 12. Special Provisions. a. This Agreement is a non-exclusive contract; the COUNTY is not prohibited, or deemed to be prohibited, from bidding similar services either as an independent job or a component of a larger project. IN WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement effective the date first written above. By: ATTEST: LiquiezVc/577-4014- !Yak SHARON ROBERTSON, Cl/ERK THE CIRCUIT COURT & COMP I OLLER Date signed by COUNTY: 7073-410597.WPO OICEECHOBEE COUNTY, a political subdivision of the State of Florida TERRY BURROTJ S, CHAIRMAN BOARD OF COUNTY COMMISSIONERS (Seal) Page 11 of 12 • [CIY, Roberts Contracting - Asphalt Resurfacing and New Road Construction] C.W. ROBERTS CONTRACTING, INCORPORATED by ATTEST: Robert Delisle, Secretary ROB RT P. F authorized agent (CORPORATE SEAL) STATE OF FLORIDA COUNTY OF The foregoing instrument was sworn to and subscribed before me this 134"" day of May, 2019, by ROBERT P. FLOWERS, as President and authorized agent of CM. Roberts Contracting, Incorporated, who is personally known to me or 0 who has produced IQ rs. as Identification. signathre ofNotaxy Pu he - State of Florida 1•)V "Dokki CS Printed/Typed/Stamped Name of Notary My commission expires: ct - 1.- 2.1 7073-4 0597.WPD MitHEIAVERiNAbAYIG MY COMMISSION GG 100581 / EXP53E. 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