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Extended Piggyback Agreement-BOCC & CW Roberts PIGGYBACK AGREEMENT BETWEEN CITY OF OKEECHOBEE AND C.W. ROBERTS CONTRACTING, INCORPORATED, 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 C.W. Roberts Contracting,Incorporated (the "CONTRACTOR"), a Florida corporation, whose address is 3660 Hartsfield Road, Tallahassee, Florida 32303 (hereinafter collectively referred to as the "Parties"). WHEREAS, the CITY desires to contract paving services with and through professionals duly licensed and qualified to provide such services; WHEREAS, the Okeechobee County, a political subdivision of the State of Florida (the "COUNTY") entered into a Contract for Services (the "Contract") with the CONTRACTOR on or about April 1, 2019. WHEREAS,the COUNTY renewed the Contract on or about May 1, 2022. WHEREAS, CONTRACTOR has demonstrated capability to provide the CITY with paving services contemplated by this Agreement; WHEREAS, the CITY has determined that the Contract with the COUNTY meets the requirements of the State of Florida and CITY Procurement Code and is an acceptable agreement upon which the CITY 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 Contract entered into with the COUNTY shall constitute the terms and conditions Piggyback Agreement Between the City of Okeechobee and C.W. Roberts Contracting,Incorporated Page 2 of this Agreement. A true and correct copy of the Contract is attached hereto as Exhibit B 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 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 one(1) year, beginning February 1, 2023, and ending January 31,2024, and may be renewed for up to two additional one-year terms, upon agreement 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 B. 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 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. 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$1,000,000.00 each accident, $1,000,000.00 each employee,$1,000,000.00 policy limit for disease; ii. Commercial General Liability ("CGL") insurance with a limit of not less than $1,000,000.00 each occurrence. If such CGL insurance contains a general aggregate limit, it shall apply separately to this work in the amount of $3,000,000.00. 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; Piggyback Agreement Between the City of Okeechobee and C.W. Roberts Contracting, Incorporated 'Page 3 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$1,000,000.00. 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 attomey'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. Piggyback Agreement Between the City of Okeechobee and C.W. Roberts Contracting, Incorporated 'Page 4 14. 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: 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. 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 information 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: lgamiotea1a?citvofokeechobee.com; MAILING ADDRESS: City of Okeechobee, 55 SE 3rd Avenue, Room 100, Okeechobee, FL 34974. 15. E-Verify Compliance. Contractor affirmatively states, under penalty of perjury, that in accordance with Section 448.095, Fla. Stat., Contractor is registered with and uses the E- Verify system to verify the work authorization status of all newly hired employees, that in accordance with such statute, Contractor requires from each of its subcontractors an affidavit stating that the subcontractor does not employ,contract with, or subcontract with an unauthorized alien,and that Contractor is otherwise in compliance with Sections 448.09 and 448.095,Fla. Stat. 16. 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, Piggyback Agreement Between the City of Okeechobee and C.W. Roberts Contracting, Incorporated Page 5 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 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. 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 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 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 L'4 day of (Y\,pjcm , 2023, by C.W. Roberts Contracting, Incorporated, a Florida corporation. C.W. berts Contracting,Incorporated t GrAAj a 1-etki4-- By: 0A r(it 1-►0 -k (Print name) Its: r-Pg ct Ma n Ase SL- (Title) Piggyback Agreement Between the City of Okeechobee and C.W.Roberts Contracting, Incorporated 'Page 6 APPROVED this rbti.day of Fe,&,,,arl , 2023, by the Okeechobee City Council. City of Okeechobee, Florida, a municipal corporation of the State of Florida B Attest: Dowling R. Watford, Jr,‘ ayor drtabo- Lane Gamiotea, CMC, City Clerk Approved as to Form and Legality for Okeecho County: J n J. Fumero, City Attorney Piggyback Agreement Between the City of Okeechobee and C.W. Roberts Contracting, Incorporated Page 7 AGREEMENT EXHIBIT A SCOPE OF WORK Resurfacing of three areas of the CITY: 1) NW 2nd Street from Parrott Avenue (US 441) to NW 2nd Avenue. Mill and resurface with millings delivered to the City Public Works Facility at 500 NW 11th Avenue, Okeechobee FL 34972. 2) The Oaks Subdivision. Mill transitions to existing roads and resurface. 3) SW 7th Avenue — Areas of sliding just North of SW 15th Street. Project will cover from SW 15th Street to approximately 400' North of the intersection. Mill and resurface with millings delivered to the City Public Works Facility at 500 NW 11th Avenue, Okeechobee FL 34972. Uniform application of 1.25" of asphalt over a smooth road surface.