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2022-12-21 Ex 04Exhibit 4 12/21 /2021 PIGGYBACK AGRE�MENT BETWEEN CITY OF OKEECHOBEE AND SCOTT'S QUALITY CLEANING, A FLORIDA CORPORATION THIS PIGGYBACK AGREEMENT ("Agreement") is made and entered into between the CITY OF OKEECHOBEE (the "CITY"), a political subdivision of the State of Florida who address is 55 SE 3�d Avenue, Okeechobee, FL 34974, and SCOTT'S QUALITY CLEANING (the "CONTRACTOR"), a Florida corporation, who address is (hereinafter collectively referred to as the "Parties"). WHEREAS, the CITY desires to procure custodial and cleaning services with and through professionals duly licensed and qualified to provide such services; WHEREAS, Okeechobee County has entered into an Independent Contractor's Agreement (the "Contract") with the CONTRACTOR on or about October 26, 2021; WH�REAS, CONTRACTOR has demonstrated capability to provide the CITY with custodial and cleaning services contemplated by this Agreement; WHEREAS, the CITY has determined that the Contract with Okeechobee County meets the requirements of the State of Florida and CITY Procurement Code and is an acceptable agreement upon which the County and CONTRACTOR may establish an Agreement; WHEREAS, the CONTRACTOR agrees to extend the terms, conditions, and pricing of the Contract with the CITY, subject to the terms and conditions of this Agreement; and WHEREAS, the CITY has determined that entering into this Agreement with the CONTRACTOR is in the best interests of the CITY. NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable considerations, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties agree as follows: 1. Recitals. The above recitals are true and correct and are incorporated into this CITY Agreement by reference. 2. Scope of services. CITY hereby retains CONTRACTOR to furnish the services that are described in the Scope of Services which is attached hereto as Exhibit "A", and incorporated herein by reference. 3. Terms and Conditions. Except as otherwise stated herein, the terms and conditions of the Independent Contractors Agreement entered into with the Okeechobee County shall constitute the terms and conditions of this Agreement. A true and correct copy of the Independent Contractors Agreement is attached hereto as Exhibit "B" and incorporated herein by reference. Any conflict between the terms and conditions in the body ofthis Agreement and the terms and conditions set forth in Exhibit "B" will be resolved in favor of the body of this Agreement. � 4. Agreement Term and Commencement of Services. This Agreement has an initial term of three (3) years, beginning January 1, 2022, and ending December 31, 2025, and may be renewed for up to two additional one-year terms, upon agreeinent of the Parties in writing, unless sooner terminated under the terms of this Agreement. 5. Payment. CITY agrees to compensate CONTRACTOR for work actually performed under this Agreement at the rate/basis described in Exhibit "A". The CITY reserves the right to withhold amounts in the event of the non-performance of all or part of the CONTRACTOR's obligations under this Agreement. 6. Termination. This Agreement may be terminated by the CITY in whole or in part at any time with or without cause by the CITY providing CONTRACTOR with written notice not less than third (30) days prior to the date of termination. 7. Notices. All notices to the Parties under this Agreement must be in writing and sent via certified mail to City Administrator, City of Okeechobee. 8. Insurance. CONTRACTOR must maintain such insurance as will fully protect both the CONTRACTOR and the CITY 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 properly, 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. a. The insurance coverage required by this Agreement must not be less than: i. Workers' Compensation (unless exempt) with Employers' Liability with a limit of $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 $300,000.00 each occurrence. If such CGL insurance contains a general aggregate limit, it shall apply separately to this work in the amount of $600,000.00. 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 fonn 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. Cammercial Automobile Liability Insurance with a limit of not less than $300,000.00 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 dainage liability shall be included at $300,000.00. Piggyback Agreement between the City of Okeechobee and Scott's quality Cleaning Page 2 of 6 9. Compliance with Laws. In providing the Scope of Services, CONTRACTOR must comply 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. 10. CONTRACTOR will remain fully responsible for the services of any subcontractors or professional associates. 11. Independent contractor. CONTRACTOR is, and will be deemed to be, an independent contractor and not a servant, employee, joint adventurer, or partner of the CITY. None of CONTRACTOR's agents, employees, or servants are, or will be deemed to be, the agent, employee, or servant of the CITY. None of the benefits, if any, provided by the CITY to its employees, including but not limited to, compensation insurance and unemployment insurance, are available from the CITY 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. 12. Indemnification. CONTRACTOR must indemnify and hold the CITY 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 CITY, 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'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 CITY and not considered to be the CITY's exclusive remedy. The indemnification provisions of this paragraph will survive the termination of this Agreement. 13. Sovereign Immunity. Nothing in this Agreement extends, or will be construed to extend, the CITY'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 CITY to be sued by third parties in any matter arising out of this Agreement. 14. Public records. CONTRACTOR is a"Contractor" as defned by Section 119.0701(1)(a), Florida Statutes, and must comply with the public records provisions of Chapter 119, Florida Statutes, including the following: a. Keep and maintain public records required by the CITY to perform the service. b. Upon request from the CITY's records custodian, provide the CITY 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. Piggyback Agreement between the City of Okeechobee and Scott's Quality Cleaning Page 3 of 6 � c. Upon completion of this Agreement, transfer, at no cost, to the CITY all public records in possession of CONTRACTOR or keep and maintain public records required by the CITY to perform the service. If CONTRACTOR transfers all public records to the CITY 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 CITY, upon request from the CITY's custodian of public records, in a format that is compatible with the infonnation technology systems of the CITY. i. "Public records" is defined in Section 119.011(12), Florida Statutes, as may be, from time to time, amended. ii. 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 AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, LANE GAMIOTEA, CITY CLERK, 863-763-3372; EMAIL: I�amiotea(a�cityofokeechobee.com; MAILING ADDRESS: City of Okeechobee, 55 SE 3rd Avenue, Room 100, Okeechobee, FL 34974. 15. General Provisions. The following general provisions apply to this Agreement: a. 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 CITY staff do not suffice to legally bind the CITY in a contractual relationship unless they have been reduced to writing, authorized, and signed by the authorized CITY representatives. b. Amendment. No modifcation, amendment, or alteration in the terms or conditions of this Agreement will be effective unless contained in a written document executed with the same formality as this Agreement. c. 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. d. 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 Piggyback Agreement between the City of Okeechobee and Scott's Quality Cleaning Page 4 of 6 portion of this Agreement, either at the time the breach or failure occurs or at any time throughout the terin 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 CITY 's rights under this Agreement, or of any cause of action the CITY may have arising out of the performance of this Agreement. e. 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. IN WITNESS WHEREOF, the Parties hereto have signed and sealed this Agreement effective the date first written above. APPROVED this day of , 2021, by Scott's Quality Cleaning, a Florida corporation. Scott's Quality Cleaning, a Florida corPoration C Its: [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Piggyback Agreement between the City of Okeechobee and Scott's Quality Cleaning Page 5 of 6 APPROVED this day of , 2021, by the Okeechobee City Council. Attest: City of Okeechobee, Florida, a municipal corporation of the State of Florida C Dowling R. Watford, Jr., Mayor Lane Gamiotea, CMC, City Clerk Approved as to Form and Legality for Okeechobee County: John J. Fumero, City Attorney Piggyback Agreement between the City of Okeechobee and Scott's Quality Cleaning Page 6 of 6 Exhibit A ��'��'1`!� s'.. ., � �� _ _ e_ ,, , , ; ,� � �� ! �� ._. � _ ,, I I ; , 863-763-0902 2344 HWY 70 W Okeechobee, FL. 34974 Fax: 863-467-8864 November 1, 2021 Scott's Quality Cleaning, LLC 2344 State Road 70 West Okeechobee, FL 34974 City of Okeechobee 55 S.E. 3`d Avenue Okeechobee, FL 34974 Dear City Council, Scott's Quality Cleaning would like to extend the cunent contract for cleaning services. The yearly amount will be $20,659.92 per year or $1721.66 per month. The renewal shall be for a period of 3 years with the option of 2 additional years beginning January l, 2022. We appreciate the opportunity to continue providing quality cleaning services for the City of Okeechobee. Honesty, reliability, and customer satisfaction is the foundation of our business. If you have any questions you may contact me personally at (863)763-0902. Thank You �%±,� �%��CC:�ti::��G'y-:�,�.�-� Michelle Dawson 4wner/Manager ti.,iH� f;,tt:,�:•''r�„w^ k`�'�;�? .« '� ,� ' . , .. 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V,,,..._,__,_� '�i1Sr2Si3:i3a �-.`�.___ .�(1 d_ �;�r,Pr�r�� ,.i =:, �=U C i�� f7 �- �C%' � l a;i - r.....,,, �:9(;u `. r3�? � _ jM ;� _' ��7 �'' 2 .__� , �. �� _ �..�� .� ilV � � � �� k� � _., !=�1__�_ �n i ouecs sinks-Urtnais Trash Containers - Afl Clean-Sanitize-Palish p Dispertsers: Soap, Towe[, Tissue Emgty-Line-Clean SBnitize p Glass, Mirrors, Chrome Hardw�re Filt and clean ' � Partitions-Doors Clean & Potish D Walls by Sinlcg/Urinals Damp wipe & spot clean w Floor Drains ' Darnp wipe Sanitize . W .: Seal'Clean —`"—"'—""—"'� M SaECtf�,L INSTRUC'Fl�fVS/lUDTES: The a6ove cteaning wilt 6e pe�ormed as noted: � D) Daily Wj Weekly iUl) Monthly SA� Seml-Annua( 2YW1 Tbvice a Week Ymergency ser�Fce is rec�uired as neec(ed {mini�:;n one {2) hour response). i im� in which cieaning is to occer �� be a�prove� by �.i1� buifdi:tg's'represec�2a2ive. CQ� pei� C��.j`:=��t �ro�i�`et�� i��'_ . t� f�� Q �_,�t- �-��, c U'7` � T.- '�- �; ��. �(oor ��!�� r ��:�F� �o� , �?'� j��' ��tE,��F�� ;=:� � �� c�� M� L � 1 l� 7!' � J, Gl c C� -1 0!' ,�'-� n� f SC� L! C, r� L 1� O Ci i- Page � nfZ Exhibit B Scolt's Qualily Cleaning — Okeechobee Jud�cial Cenler and Nisloric Courthouse INDEPENDENT CONTRACTOR'S AGREEMENT THIS INDEPENDENT CONTRACTOR'S AGREEMENT (hereinafter this "Agreement") is effective the lst day of October, 2021, by and between OKEECHOBEE COiINTY, a political subdivision of the State of Florida (hereinafter the "COiJNTY") and SCOTT'S QUALITY CLEANING, 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 fuil power and authority to enter into ttce transactions contemplated by this Agreement; and WIiEREAS, CONTRACTOR is in the business of custodial services 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 ITB for Custodial Services for the Judicial Center & Historic Courthouse County Project No. 2021-16, which satisfies the COLTNTY'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 aze hereby ratified and made a part of this Agreement. 2. Description of Work. a. The COLTNTY hereby retains CONTRACTOR to furnish 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. Page 1 of (1 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 COLINTY, together with any addenda, hereinafter the "Bid Documents, as applicable." The Bid Documents, if applicable, are hereby incorporated into this Agreement by reference and are declared to be material part of this Agreement. 3. Commencement and completion/Term. This Agreement has a Term of three (3) years, beginning October 1, 2021, and ending September 30, 2024, 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 COLJNTY agrees to compensate CONTRACTOR, for work actually performed under this Agreement, at the rate or basis described in Exhibit "A", 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 negotiated amount set forth in Exhibit "A". b. Progress payments, if any, will be made as set forth in Exhibit "A". c. The COLTNTY 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 negtigent act of CONTRACTOR. 5. Payment and performauce guarantee. When the COUNTY finds the work acceptable under this Agreement, the monthly installment wilt be paid to CONTRACTOR. CONTRACTOR guazantees the successful performance of the work for the service intended. If the COiJNTY deems it inexpedient to require CONTRACTOR to correct deficient or defective work, the COLJNTY may make an equitable deduction from the contract price, or, in the alternative, the COLJNTY may seek damages. 6. Termination. a. Termination at Will: This Agreement may be ternvnated by the COiTNTY in whole or in part at any time without cause by the COLJNTY 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 Page 2 of I 1 of this Agreement through the date of the actual termination. Notice must be delivered by certified mail, return receipt requesied, or in person with proof of delivery. b. Termination for Cause: This Agreement may be terminated by either party for cause by the COLTNTY or CONTRACTOR giving written notice to the other party not less than 10 days prior to the date of termination; provided, however, that in such event, neither party will be retieved from its rights or obligations of this Agreement through the date of the actual ternunation. Notice must be delivered by certified mail, retum receipt requested, or in person with proof of delivery. 7. Project management. a. The Project Managers for this project are as follows. Any subsequent changes to the Project Manager for either pazty may be provided by notice as described in paragraph 8 below and does not require an amendment to this Agreement. b. COIJNTY's Project Manager is: Shellie Mitchell. c. CONTRACTOR's Project Manager is: Michelle Dawson, OwnerlManager. Notices. All notices to the parties under this Agreement must be in writing and sent certified mail to: a. To COtJNTY: Okeechobee County Board of County Commissioners, Attention: County Administrator, 304 NW 2nd Street, Okeechobee, Florida 34972; b. To CONTRACTOR: Scott's Quality Cleaning, Attention: Michelle Dawson, President, 2344 Hwy. 70 West, Okeechobee, FL 34972. 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 persona! 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 Docnments. 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 $500,000.00 each accident, $500,000.00 each employee, $500,000.00 policy limit for disease; Page 3 of I 1 ii. Commercial General Liability (CGL) insurance with a limit of not less than $300,000.00 each occurrence. If such CGL insurance contains a generat aggregate limit, it shall apply sepazately to this work in the amount of $600,000.00. CGL inswance shall be written on an occurrence form and include bodily injury and property damage liabiIity 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 inciuded at $100,000.00; iii. Commercial Automobile Liability Insurance with a limit of not less than $300,000.00 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 $300,000.00. 10. General Provisions. CONTRACTOR must comgly with the following general provisions: a. Sond. Ifa 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 COLJNTY, 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 Swety or Sureties as are satisfactory to the COUNTY. The COIJNTY 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 of the work is fiunished in a manner and form satisfactory to the COLINTY. b. Compliance with Laws. In providing the Scope of Services, CONTRACTOR must comply 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 COi1NTY 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 COITNTY. 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 COLJNTY Project Manager prior to engaging such subcontractor or professional associate. Page 4 of 1 I CONTRACTOR will remain fully responsible for the services of any subcontractors or professional associates. d. Discrimination. i. CONTRACTOR shall not discriminate against any employee employed in the perfotmance 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 shalI provide a hazassment-free workplace, with any allegation of hazassment given priority attention and action by management. e. Independent contractor. i. 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 aze, or wilI be deemed to be, the agent, employee, or servant of the COIJNTY. None of the benefits, if any, provided by the COIJNTY to its employees, including but not limited to, compensation insurance and unemployment insurance, aze available from the COUNTY to the employees, agents, or servants of CONTR.ACTOR. CONTRACTOR will be solely and entirely responsible far 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 rnust meet the approval of the CO[TNTY and is subject to the COLTNTY's general right of inspecrion 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 performance of such operations. The COLTNTY 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 beaz 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. f. Indemnification. i. CONTRACTOR must indemnify and hold the COUNTY harmless against and from any and all claims, losses, penalties, interest, demands, judgments, costs, Page 5 of 11 damages, or expenses, including attorney's fees and court costs, incurred by the COiJNTY, 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, trademazk, or copyrigtit. 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. CONTR.ACTOR'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 COIJNTY and not considered to be the COIINTY's exclusive remedy. ii. In the event that any claim in writing is asserted by a third party which may entitle the COLTNTY to indemnification, the COtJNTY 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 counset 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 COIJNTY 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 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. g. Sovereign Immuniiy. Nothing in this Agreement extends, or wil! be construed to extend, the COUNTY's liability beyond that provided in section 768.28, Florida Statutes. Nothing in ihis Agreement is a consent, or wi11 be construed as consent, by the COLJNTY to be sued by third parties in any matter arising out of this Agreement. h. Pabtic records. Page 6 of 11 i. 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 COIINTY to perform the ser�ice. 2. Upon request from the COUNTY's custodian of public records, provide the C4UNTY 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 aze 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. ii. "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 ihe 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. CONTR.ACTOR consents to the COIJNTY's enforcement of CONTRACTOR's 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 COLINT'Y. 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 CONTR.ACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTR.ACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, Page 7 of 11 RUBBIE L. CHARTIER, COUNTY ADMINISTRA,TOR, AT 863-763-6441, EXT 1; publicrecords@co.okeechobee.fl.us; MAILING ADDRESS: 304 NW 2nd Streei, ROOM 123, OKEECHOBEE, FL 34972. i. Federal or State Funding. If any portion of the funding for this Agreement is derived from the State of Florida, or any depar�nent 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 Agreament. ii. Agency. CONTRA.CTOR 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 departrnent of the Federal Govemment or the State of Florida. iii. Indemnification. To the fullest extent permitted by law, CONTRACTOR shall indemnify and hold harmless the COiJNTY, the Federal Government, the State of Florida, any depaztment 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 Workers' Compensation 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 accordance with Fiorida'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 aze employees of independent Cont�actors, sole proprietorships or partners aze covered by insurance required under Florida's Workers' Compensation 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 form edition of the standard Commercial Page 8 of 11 vi. vii. General Liability Coverage Form (ISO Form CG 00 O1) as filed for use in the State of Florida. CONTR.A.CTOR 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 he 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 appIy 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 shalI 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 COLJNTY and the State of Florida shall be provided with an ACORD Certificate of Liability Insurance reflecting the coverage described herein. The CO[JNTY 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 po 1 icy or coverage described herein. The COtJNTY'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. Inspections. CONTRACTOR shall permit, and require its subcontractors to permit, the COIJNTY's and the State of Florida's authorized representatives to inspect al! 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. 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. 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, staxements, or negotiations made by the County staff do not sufiice to legally bind the COLJNTY in a contractual relationship unless they have been reduced to writing, authorized, and signed by the authorized COLTNTY representatives. Page 9 of I 1 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 formality 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 prepazed 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 pazagraph. g. Waiver. The indulgence of either party with regazd to any hreach 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 COL7NTY's rights under this Agreement, or of any cause of action the COIJNTY may have azising out of the performance of this Agreement. h. Force Ma jeure. 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 fires, floods, strikes, embazgos, 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. i. Law; Venue. This Agreement is being executed in Okeechobee County, Florida and is govemed in accordance with the laws of the State of Florida. Venue of any action hereunder will be in Okeechobee County, Florida. Page 10 of I 1 12.Special 1'rovisions. Tlzis Agreement is a non-eaclusive contract: the COUN"l�Y is not prohibited, or deemed to be �rohibited, fi•om bidding similar services either as an independent job or a coinponent ot'a larger pi•oject. IN WITN�SS WHCRCOF, the parties hereto have si��ned and sealed this Agreement eflective the date first written above. OKrCCHOl3CI: COUNTY, a political subdi��ision of the Statc of Plorida �J v l, � 1'I:RRY . BURROU, �' S, CI-IAIRMAN E30�RD OF COUNT'iY"COMMISSIONERS A1�TEST: C'' Er (Seal) ��G� J�RAI.D D. BRYANT, CL�RK OI� TI-1l; CIRCUIT COURT & COMP�'ROLLER Date si�ne;d by GOUi�'T'1-: �o a6 ao,a SCOTT'S QUALITY CLI:ANING, LLC b3' (� � /'../�t _� /�_ MICI-[ELLE DAWSON, as its 1'resident and authorized agent n7'"I'E�T: �� ,' �� ,�,�_ S1`� iUfe � �l. c�r - ,� f'�'I �cc � � .�CU Print Nan e 1oI�►I�l (CORPORAi'C SCAL} -�� hWRG1REi M?JCG�O :`c%S�s�`� - _,. , hotary Pubiic � Staie o` -icr:ea ' fi,>'c' Commissio-=GG33?72i �'�o�«°a My Comm. Excires �ey 27. 2729 ?or.�ec throcgh �2UOrLi !�CLfy ASSr.. r��,�� i t �t' � t ��- b� � �� i`�� 1 Cleaning Proposal Company: Srn�F�L :-, lJ�..�,�;nJ ��,C For: Okeechobee County Pro osed cost: '� � Location: HISTORIC COURTHOUSE Signed:��_�.��_1/. ,.a,.,,.,,�,..._ Address: -304 NW 2ND ST Phone: R/,��7/,3_�c�� Date• S�' ��-al Bailding Sq. Footage: 20,290 Project Manager: Deborah Manzo Based on five (51 cleaninq per week {Mondav - Fridav} Emergency service required as needed (minimum one (1) hour response) Time in which cleaning is to occur muxt be approved by the building's representafive. SPECfAL INSTRUCTIONS/NOTES: The Above cleaning will be perfortned as noted: 0) Oaily W) Weekly M) Monthly SA) Semi-Annual (Apr. & Oct.) � �� .6 .�. ,� � �, � Cleaning Proposai Comoanv:_��c��•i��5 C'� , 1 �, lc�.:',n� J��.L For: Okeechobee County Pro osed cost: 5,� Location: JUDICIAL CENTER Sianed= i %�, _.() .,,� ,,,.,.y-, Qddress: 312 NW 3RD ST Phone: 5{l.��= %/,� '-{ �'1l1�Date• S<•�3-�1 Building Sq. Footage: 78,900 Project Manager: Jerry Bryant Based on five(5) cleaninqs per week and TWO FULL TIME ON SITE EMPLOYEE (Mondav-Fridav) Emergency service required as needed (minmum one (1) hour response.) Time in which cleaning is to occur must be approved by the building's representative. SPECIAL INSTRUCTIONS/NOTES: The Above cteaning wlll be performed as nofed: D) Oally Wj Weekly M) Monlhly SA) Sem6Annual (Apr. 6 OctJ �. �' � � � 1� �� Cleaning Personnel and cost per Sq Ft I. Judicial Center No Iess than 2 Full-Time on Site Employees Cast per sq ft: 1.04 2. Historical Courthouse 2 Employees Cost per sq ft: 1.11 We currently have three full time day routes, two full time night routes, and 1 part time night route. The employees that staff these routes are trained on all routes so they are famiiiar with all facilities that we clean. To insure that ail buildings are cleaned every night we also have an on call employee and a supervisor that can cover any position.