2023-08-01 VI. B. Exhibit 4 • • Exhibit 4
08/01/2023
S+em VI. B•
PIGGYBACK AGREEMENT
BETWEEN
CITY OF OKEECHOBEE AND
EVERGREEN SOLUTIONS,LLC,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 EVERGREEN SOLUTIONS, LLC (the
"CONTRACTOR"), a Florida corporation, who address is 2878 Remington Green Circle,
Tallahassee, Florida 32308 (hereinafter collectively referred to as the "Parties").
WHEREAS, the CITY desires to procure a Compensation Study with and through
professionals duly licensed and qualified to provide such services;
WHEREAS, Okeechobee Utility Authority has entered into an Independent Contractor's
Agreement (the "Contract")with the CONTRACTOR on or about June 20, 2023;
WHEREAS, CONTRACTOR has demonstrated capability to provide the CITY with a
Compensation Study contemplated by this Agreement;
WHEREAS, the CITY has determined that the Contract with Okeechobee Utility Authority
meets the requirements of the State of Florida and CITY Procurement Code and is an acceptable
agreement upon which the Okeechobee Utility Authority 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 Utility Authority 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
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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 shall
commence as of the date hereof and ending December 31, 2023, 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 "C". 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 shall secure and maintain throughout the duration of this
Agreement insurance of such types and in such amounts not less than those specified below as satisfactory
to City,naming the City as an Additional Insured,underwritten by a firm rated A-X or better by A.M. Best
and qualified to do business in the State of Florida.The insurance coverage shall be primary insurance with
respect to the City, its officials, employees, agents and volunteers naming the City as additional insured.
Any insurance maintained by the City shall be in excess of the CON 1'RACTOR's insurance and shall not
contribute to the CONTRACTOR's insurance.
a. The insurance coverage required by this Agreement must not be less than:
i. Workers Compensation and Employer's Liability insurance, to apply for all
employees for the statutory limits as required by applicable State and Federal
laws. The policy(ies) must include Employer's Liability with minimum limits
of$1,000,000.00 each accident. No employee, subcontractor or agent of the
CONTRACTOR who is not covered by Worker's Compensation insurance
shall be allowed to provide Services pursuant to this Agreement.
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$2,000,000.00.
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;
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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. Professional Liability Insurance in an amount of not less than $1,000,000.00
per occurrence, single limit.
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. 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.
11. Responsible Vendor Determination.CONTRACTOR is hereby notified that Section
287.05701, Florida Statutes,requires that the City of Okeechobee may not request documentation of,
or consider, a vendor's social, political, or ideological interests when determining if the vendor is a
responsible vendor.
12. 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.
13. 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
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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.
14. 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.
15. 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: Igamiotea(acityofokeechobee.com;
MAILING ADDRESS: City of Okeechobee, 55 SE 3rd Avenue,
Room 100, Okeechobee, FL 34974.
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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, 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 day of , 2023, by Evergreen Solutions, LLC, a
Florida corporation.
Evergreen Solutions, LLC
By:
Title:
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APPROVED this day of , 2023, by the Okeechobee City Council.
City of Okeechobee, Florida, a municipal
corporation of the State of Florida
By:
Attest: Dowling R. Watford, Jr., Mayor
Lane Gamiotea, CMC, City Clerk
REVIEWED FOR LEGAL SUFFICIENCY:
John J. Fumero, City Attorney
Nason Yeager Gerson Harris & Fumero, P.A.
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AGREEMENT EXHIBIT A
SCOPE OF SERVICES
Task 1.0 Finalize the project plan with the City.
Gather all pertinent data.
Finalize any remaining contractual negotiations.
Establish and agreeable final time line for all project milestones and deliverables.
Task 2.0 Conduct a comprehensive preliminary evaluation of the existing compensation
plan(s) for the City.
Task 3.0 Identify positions to benchmark for the market salary survey.
Identify and develop a comprehensive list of targets for conducting a successful
external labor market salary assessment.
Task 4.0 Conduct the external labor market salary survey.
Provide a summary of the survey results to the City's Project Manager(CPM)for
review.
Task 5.0 Assess the appropriateness of the City's existing compensation philosophy.
Develop a plan for all employees,providing issue areas and preliminary
recommendation for strategic improvement.
Task 6.0 Slot classifications into the revised or new pay scale based on market survey results.
Propose several possible option for implementation.
Task 7.0 Develop and submit a draft and final report of the Compensation Study to the City of
Okeechobee.
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Task 8.0 Develop recommendations for a maintenance program so administration by City
Staff may sustain the recommended compensation system/structure.
AGREEMENT EXHIBIT B
COPY OF CONSULTING SERVICES AGREEMENT
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AGREEMENT EXHIBIT C
COST AND TIMELINE
The Total, not-to-exceed, fixed cost to complete all tasks in the Scope of Work is $18,500.
The method of invoicing is as follows:
• 33% - upon completion of Tasks 1 —2
• 33% - upon completion of Tasks 3 —4
• 34% - upon completion of Tasks 5 - 8
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