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City of Tamarac Resolution (319)
1 Temp. Reso. # 9953 Page 1 of 1 October 15, 2002 Revision 1 — 11 /4/02 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2002 -- ?/ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO ENTER INTO AN AGREEMENT WITH TEXAS AQUATIC HARVESTING FOR THE PURPOSE OF PROVIDING SERVICES INCLUDNG THE RENTAL OF AN AQUATIC PLANT HARVESTER AND OPERATOR UTILIZING THE SOUTH FLORIDA WATER MANAGEMENT DISTRICT CONTRACT NO. C-13660 IN AN AMOUNT NOT TO EXCEED $45,000; AUTHORIZING BUDGET TRANSFERS REQUIRED FOR PROPER ACCOUNTING PURPOSES; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City has been treating its public waterways through a combination of controlled chemical spraying and use of herbivores fish called grass carp; and WHEREAS, there has been excessive growth of an aquatic plant, called valliseneria, in City's waterways that has prompted numerous complaints from the residents; and WHEREAS, valliseneria is not the preferred food of the grass carp and chemical spraying takes several weeks to fully decompose it; and WHEREAS, residents complaints have forced the City staff to explore alternative means to restore the aesthetics of public waterways; and Temp. Reso. # 9953 Page 2 of 2 October 15, 2002 Revision 1 — 11 /4/02 WHEREAS, after much research and discussion with other municipalities, the City Commission approved the purchase of a vegetation harvester, also known as mechanical harvester, to add to its waterways maintenance program through Resolution R-2002-245 on September 11, 2002; and WHEREAS, the fabrication and delivery of purchased equipment will not be available for delivery until the end of the calendar year; and WHEREAS, due to the overgrown vegetation and to alleviate complaints and better meet the needs of the residents regarding the clearing of canals, it is required that the City execute an agreement with Texas Aquatic Harvesting for services including the rental of an aquatic vegetation harvester and operator utilizing the South Florida Water Management District Contract No. C-13660 attached hereto as "Exhibit 1 "; and WHEREAS, Texas Aquatic Harvesting is the only source for rental of aquatic harvester equipment; and WHEREAS; City Code §6-155 allows the waiver of formal purchasing procedures for supplies, materials and equipment that are subject of contracts with the State or other governmental agencies; and WHEREAS, the Director of Public Works recommends the execution of an agreement with Texas Aquatic Harvesting for services including the rental of an aquatic vegetation harvester and operator in an amount not to exceed $45,000; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interest of the citizens and residents of the City of Tamarac, Florida to execute an agreement with Texas Aquatic Harvesting for services including the rental of an aquatic vegetation harvester and operator in an amount not to exceed $45,000. Temp. Reso. # 9953 Page 3 of 3 October 15, 2002 Revision 1 -- 11 /4/02 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THAT: SECTION 1: The foregoing"WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. SECTION 2: The appropriate City officials are hereby authorized to execute an agreement with Texas Aquatic Harvesting for services including the rental of an aquatic plant harvester and operator in an amount not to exceed $45,000 utilizing South Florida Water Management District (SFWMD) Contract No. C-13660, said agreement attached hereto as "Exhibit 2". SECTION 3: Budget transfers required for proper accounting purposes are hereby approved. SECTION 4: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 5: If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are declared to be severable. Temp. Reso. # 9953 Page 4 of 4 October 15, 2002 Revision 1 — 11 /4/02 SECTION 6: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 13`�' day of November, 2002. w JOE SCHREIBER MAYOR FWATAa l 1 r RECORD OF ACOMMISSIAAd�ON OTE: MARION S ENSON, CMC MAYOR SCHREIBER CITY CLERK DIST 1: V/M PORTNER DIST 2: COMM. MISHKIN DIST 3: COMM. SULTANO I HEREBY CERTIFY that I DIST 4: COMM. ROBERTS 1 f have approved this RF.qni i iTinnr -q-- fn +„rm 1 AGREEMENT ATTACHMENT "A" THIS AGREEMENT is entered into on the day of 1"i fV 2002 Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended at the following addresses - CITY City fflanager City of Tamarac 7525 NW 88 th Avenue Tamarac, FL. 33321 I P� Jim Vaughan, Owner Texas Aquatic Harvesting 4443 Mammoth Grove Road Lake Wales, FIL 33898 Phone 863-696-7200 a 13 E+...5 '"""' �] y.:"Y': .i t C,..,. �_ .�....,;p IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, through its Authorized Representative, and Texas Aquatic Harvesting, signing by and through its Owner, duly authorized to execute same. &.3111111au (Gorporate Se -or ty) Type/Print Name of C- orporate-Secy 11\i; S CITY OF TAMARAC 41 Joe Schreiber, Mayor SAVE F9 Date Z'' I ee, Utv ...... . . ... ... .... Jeffrey i r, y Manager PIM Approved as to form and legal sufficiency, Mitchell S. Kraft, City Attorney MM Jim Vau ,�,han,,Owner ----------- .... Date STATE OF FLORIDA SS COUNTY OF USA D. MATLOCK Public, State.of Florida ANf,,,fafy 'IF MY expires April, 25, 2003 Qmrn. No. CC830123 Signature of Notary Public State of Florida at Large tJ 6 Print, Type or Stamp Vel I 11040AI46t, Personally known to me Produced Identification I FROM': Texas Aquatic Harvestin(D FAX NO. : 863 6`36 2522 EXHIBIT 1 SOUTU FLORIDA WATER MANAGEMEN � . o. 0 CONTRACT This number must appear an all Invoices and Correspondetrce THE SOUTI1 FLORIDA WATER MANAGEMENT BY DISTRICT (hereluarter referred to as DISTRICT) ENTERS INTO THIS CONTRACT WITH: Name: TEXAS AQUATIC HARVESTING C-13660 Address: 4443 Mammoth Grove Rd, Lake Wales, FL 33899 Project Manager: Jim Vaughan Telephone No: (863) 696-7200 Fax No: (863) 696- 2922 Hereinafter referred to 3s= CONTRACTOR. 1PROJECT TITLE: MECHANICAL HARVESTING SERVICES hereto and trade a part of thus T: ^ The following Exhibits are attached Exhibit Exhibit "-A" - Not Applicable Exhibit "I" - F-xhibit -B" - General Terms and Conditions Exhibit "J" - Exhibit "C" - Statement of Work Exhibit "V - Exhibit "D" - Not Applicable ' Exhibit "L" - Exhibit "E" - Not Applicable Exbibit "M" Exhibit "F" -blot Applicable Insurance Requirements Work Order Form Not Applicable Not Applicable Rate Schedule Not Applicable Exhibit "G" - Not lrcal7lt CONTRACT TYPE: TCaTAL CONTRACT AMOUNT: $300,000•Cl0 Mutts -Year Funding (if Applicable) 1Flscal Year. occnber 1, aoolseptcnoer 30, 2W2 ssloo.000.oa Fiscal Year: FlIscal Year: October t, 2002-sepmnbcs 30. 2003 SstW.�-00* Fiseai Year: I Fisczrl Year: October 1.20�03'Sepambcr �' Zoo4 S5100,000.00• Fiscal Year: *Subject to District Governing Board Annual Budget ApProval vm-vt: rqt''V'F. DATE Work Order CO RA T TER : Three x District Contract Administrator; I);strict Project Manager: Mike I3Odle Linda Greer (S6I) 682-6396 Telephone No. (561) 682-6132 Fax No.: 561 682-6397 or (561) 681-6275 Fax No. 561) 681-6232 SiJBMTT INVOICES AND NOTICES TO THE DLS'TRICT AT: ZS'E' NOTICES tIARV GNTRACTOR AT. South Florida Water M=agement District 3301 Gua Club Road Writ palm Beach, Florida 33406 - tundntb procurement Division 4443 Mammoth Grove Rd. ^• .• Ike Wales, ins.. 33898 ae io • Tim Vaughan the authorized represctt=ve beraby executes This �CDate NTRACT an this d, and accepts all''cans and Conditio LN WITNESS W 1 ns gEOF, under which it is issued. RVESTING [ SOUTIJ FLORIDA WATER MANAGEMENT DISTRICT TEXAS AQUATIC 1 BY M GOVERNING* BOA Accepted By: Tide: Date: V Signature 0 uthorizRcptrsantauvo Dare: WKIJ tat. LILUU 561. 621 6232 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXMBII' 1PBar GENERAL TERMS AND CONDITIONS .0 ARTICLE I - STATEMENT OF WORK 1.1 The, CONTRACTOR shall, to the satisfaction of the DISTRICT, fully and timely provide the services as may be required by the DISTRICT. A general Statement of Work is attached hereto as l?xhibit "C," and made a -part of this CONTRACT. 1.1,1 The actual services required and not -to - exceed consideration for providing such services shall be detailed in individual Work Order(s) to this CONTRACT, a sarriple of which .is attached as Exhibit " P, and made a part of this CONTRACT. As actual services are identified by the DISTRICT, the CONTRACTOR shall be required to prepare a detailed technical and cost proposal for submission to the DISTRICT. Cost proposals shall include a detailed breakdown adequate to substantiate all CONTRACTOR costs, including labor and expenses. However, the mutually agreed upon not -to - exceed amount for each authorized Work Order issued hereunder shall be the only basis for consideration by the DISTRICT. Cost proposals shall also incorporate any established rates specified in Exhibit "U, attached hereto and made an integral part of this CONTRACT. The DISTRICT shall evaluate the technical merit and cost of <.ach proposal submitted and conduct negotiations with tic CONTRACTOR to achieve technical and cost objectives. No work shall commence prior to receipt of an authorized Work Carder, The DISTRICT does not guarantee or represent that any minimum number of Work Orders for any dollar amount will be issued as a result of this CONTRACT. 1.1.2 In addition to the foregoing, award of Work - Orders under this CONTRACT shall be subject to the following: (a) Negotiation of a Statement of Work and not -to -exceed price most advantageous to the DISTRICT. (b) Availability of qualified personnel within the required tune frames, and (c) Satisfactory perform=ce by the CONTRACTOR under any previous Work Order(s) issued by the DISTRICT_ 1.2 As part of the services to be provided by the CONTRACTOR under this CONTRACT, the CONTRACTOR shall substantiate, in whatever forum reasonably requested by the DISTRICT, the methodology, lain analytical, examinations, scientific theories, data, reference materials, and research notes. The CONTRACTOR shall also be required to substantiate any and all work completed, including but not limited to, work completed by subcontractors, assistants, models, concepts, analytical theories, computer programs and conclusions utilized as the basis for the: final work product required by the CONTRACT. This paragraph shall sluzviv4�, the expiration or termination of this CONTRACT. 1.3 The parties agree that time is of the essence in the performance of each and every obligation under this CONTRACT, 1.4 Should the services 17mvided by the CONTRACTOR fail to meet the expectations of the DISTRJCT's Proicct Manager, the CONTRACTOR shall have a period of ten (10) working days from the date notice is given to the CONTRACTOR by the DISTRICT, to correct all deficiencies in the CONTRACTOR"s work, All corrections shall be made to the satisfaction of the DISTRICT PiciJaet Manager- Inabi.lity to correct all deficiencies within the specified ten days shall be good and sufficient cause to immediately terminare the Work Order and/or the CONTRACT without the DISTRICT beint liable for any and all future obligations either under the Work Order or under this CONTRACT, or both, as determined by the DISTRICT at its sole discretion. The DISTRICT, in its judgment, may elect to compensate the CONTRACTOR for any accepted work product through the date of termination of art authorized Work Order, provided it is in a form that is sufficiently documented and organized to provide for subsequent utilization in completion of the work product. ARTICLE 2 - CONWENS.ATION/ CONSIDERATION 2.1 The total consideration for all work required by the DISTRICT pursuant to this CONTRACT shall not exceed the amount as indicated on Page 1 of this CONTRACT. Such amount includes all expenses which the CONTRACTOR may incur and therefore no additional consideration shall be authorized. 2.2 Notwithstanding the foregoing, the amount expended Page 1 of 11, Exhibit " H" Contract File:lWocrttrnte.doc 02/.13/02 P . �13 nu�J .VIp-CY1nG r,JL.� ,j J JI"wl'i1J UJfa_I Lll Lid-1J L7 J[Jl P:7�Sl r7G.�G SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B't 0 GENERAL TERMS AND CONDITIONS under this CONTRACT' shall be paid in accordance with, and subject to the multi -year funding allocations for each DISTRICT fiscal year indicated on Page 1 of this CONTRACT, Funding for each applicable fiscal year of this CONTRACT is subject to DISTRICT Governing Board budgetary appropriation. In the event the DISTRICT dons not approve funding for any subsequent fiscal year, this CONTRACT shall rxrminate upon expenditure of the current funding, notwithstanding other provisions in this CONTRACT to the contrary. The DISTRICT will notify the CONTRACTOR in wndng after the adoption of the final DISTRICT budget for each subsequent fiscal year if funding is not approved for this CONTRACT, 2.3 The CONTRACTOR, by executing tills CONTRACT, certifies to truth -in -negotiation, spcci£ically, that wage rates and other factual unit costs supporting; the consideration are accurate, complete, and current at the time of contracting. The CONTRACTOR agrees that the DISTRICT may adjust the consideration for this CONTRACT to ercludo any significant sums by which the consideration was incteasrd due to inaccurate, incomplete. or non -current wage rates and other factual unit costs. The DISTRICT shall make any such adjustment within one (1) year following the expiration or termination of this CONTRACT.`. 2.4 Travel expenses are not anticipated. However, in the event any travel is required by nte.mbers of the CONI'RACTOR's staff to fulfill its performance of the t.emas and conditions of this CONTRACT, such travel shall require prior written authorization by the DISTRICT. The DISTRICT shall only reimburse the CONTRACTOR for travel expenses, including transportation, lodging, food, and 'incidental expense to the extent provided, under the DISTRICT's Travel Policy No. 1.4.500, A completed "Travel Expense Voucher", attached hereto as Exhibit "7", or sirnilar form, together with copies of receipts to support travel expenses must accompany all requests for travel reimbursement. ARTICLE 3 — INVOICING AND PAYMENT invoices to any other address at the DISTRICT. r.v_4 3.2 invoices shall be submitted not more frequently than monthly in accordance with the Payment Schedule specified in each Work Order. All invoices shall be substantiated by adequate supporting documentation to justify hours expended and expenses incurred within the not -to -exceed budget, including but not linuted to, copies of approved timesheets, payment vouchers, expense reports, receipts and subcontractor invoices. 3.1 The CONTRAC:TOR's invoices shall reference the DISTRICT's Contract Number and shall be sent to the DISTRICT's address specified on Page I of this CONTRACT- The CONTRACTOR shall not submit 3.3 The DISTRICT shall pay the full amount of the invoice within thirty (30) days following DISTRICT acceptance of services and/or deliverable(s) required by this CONTRACT. However, failure by the CONTRACTOR to follow the. foregoing instructions and submit acceptable services and or deliverables(s) tray result in an unavoidablt delay of payment by the DISTRICT. 3.4 The ]DISTRICT shall not pay for any obligation or expenditure made by the CONTRACTOR prior to the commencement date of this CONTRACT or prior to receipt of authorized Work Order(s), unless the DISTRICT authorizes such payment in writing. 3-5 Any early payment discount offered by the CON-i'RACTOR shall he clearly indicated on the invoice, including the percentage of the discount and the time period for which the discount is valid, The DISTRICT reserves the option to accept such early payment discounts. ARTICLE 4 - PROJECT MANAGEMENT/ NOTICE 4.1 The parties shall direct all technical matters arising; in connection with the Performance of this CONTRACT, other than invoices and notices, to the attention of the respective, Project Managers specified on Page 1 of the CONTRACT for attempted resolution or action. The Project Managers shall be responsible for overall coordination and oversight relating to the performance of this CONTRACT. The CONTRACTOR shall dirt all administrative matters, including invoices and notices, to the attention of the DISTRICT'S Contract Administrator specified on Page 1 of the CONTRACT. All fortnal notices between the panics under this Page 2 of 11, Exhibit 'T" Contract Fite:AWoentrnte.doc 02113/02 FiU1a `Yli:,-C.V1V7( tJ�: l� t7Fwr�l� wRn �]. BLDr 561, 601 6232 SOUTH FLORIDA WATER MANAGEMENT DISTRICT ]EXHIBIT 'tR" GENERAL TERMS AND CONDITIONS CONTRACT shall be in writing and shall be deemed received if sent by testified maul, return receipt requested, to the respective addresses specified, on Page 1 of the CONTRACT, The CONTRACTOR shall also provide a copy of all notices to the DISTRICT's Project Manager. All notices required by this CONTRACT shall be considered delivered upon receipt. Should either party change its address, written notice of such new address shall promptly be sent to the other party. All correspondence to the DISTRICT under this CONTRACT shall reference the DISTRICT's Contract Number specified on Page I of the CONTRACT. 4.2 The CONTRACTOR agrees that the individual(s) listed in Fxhibit "C", attached hereto and made a part of this CONTRACT shall provide services under this CONTRACT_ The services of the individual(s) listed herein are, a substantial inducement and material consideration for this CONTRACT. In the event such individual(s) can no longer provide the services required by this CONTRACT, the CONTRACTOR shall immediately notify the DISTRICT in writing and the DISTRICT may elect to terminate this CONTRACT, for this reason, without any liability whatsoever to the CONTRACTOR, including but not limited to liability for unfinished work product, The CONTRACTOR may propose a replacement for the individual(s), subject to the optional approval of the DISTRICT". The DISTRICT, in its judgement, play elect to compensate the CONTRACTOR for any unfinished work product, provided it is in a form that is sufficiently documented and organized to provide for subseyrient utilization in completion of the work product - ARTICLE 5 . INDEMNIFICATION & INSURANCE 5,1 For value,, received, which is hereby acknowledged, the CONTRACTOR shall defend, indeninify, save, and hold the DISTRICT, its officers, directors, board members, agents, assigns, and employees harmless from any and all claims, damages, losses, and expenses, direct or indirect or consequential (including but not limited to, fccs and charges of attorneys and other professionals, court and arbitration or other dispute resolution costs) arising out of or resulting from any negligent or intentional act or omission by the CONTRACTOR, its subcontractors, suppliers, agents, assigns, invitccs, or employees in connection with this CONTRACT, The DISTRICT shall have the right to approve counsel selected by the CONTRACTOR to defend the DISTRICT in the event the DISTRICT is named in any legal action. Further, this indemnification shall specifically include all claims, losses, damages or expenses which result from any of the following by the CONTRACTOR or its subcontractors, suppliers, agents, assigns, invitees or employees (a) any breach of the CONTRACT; (b) any violation of any patent, trademark, copyright law or other intellectual property law-, (c) any violation of any federal, state, or local law or regulat-ion The CONTRACTOR further acknowledges that it is solely responsible for ensuring its compliance and the compliance of it_s subcontractors, suppliers, agents, assigns, invitees and employees with the terms of this CONTRACT. This paragraph shall survive the expiration of ternunation of this CONTRACT, 5-2 The CONTRACTOR shall procure and maintain, through the term of this CONTRACT, insurance coverage reflecting,, at a minimum, die limits and coverage eonditinns identified oil the. DISTRICT's Insurance. Requirerrtcnt.s, attached as Exhibit 1P' and trade a part of this CONTRACT. The coverage required shall extend to all employees and subcontractors of the: CONTRACTOR, Prior to the execution of this CONTRACT, the CONTRACTOR shall provide a Certificate of Insurance for such coverage to the DISTRICT for approval, indicating the producer, insured, carrier's name, and HEST rating, policy numbers and effective and expiration dates of each type of coverage required. 'rho Certificate of Insurance shall be signed by the. insurance carrier's authorized representative and shall identify the DISTRICT as added insured as required. 5.3 All insurers must be qualified to lawfully conduct business in the State of 14'lorida. Failure of the DISTRICT to notify the CONTRACTOR that the certificate of insurance does not meet the CONTRACT requirements shall not constitute a waiver of the CONTRACTOR's responsibility to meet the stated requirement. In addition, receipt and acceptance of the Page 3 of 11, Exhibit 'T" Contract File-AWocntrnte.doc 02/13/02 P. Lis a _ l will.) wr-,i_i r 1 nL1Ju 561 681, 62__�2 P . 0f; SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENERAL TERMS AND CONDITIONS certificate of insurance by the DISTRICT shall not relieve the CONTRACTOR from responsibility for adhering to the insurance limits and conditions of insurance required within this CONTRACT", Misrepresentation of any trraterial fact, whether intentional or not, regarding the CONTRACTOR's insurance coverage, policies or capabilities, may be grounds for termination of flit CONTRACT as determined solely by the DISTRICT. ARTICLE 6 - TERMINATION/REMEDIES 6.1 If either party fails to fulfill its obligations under this CONTRACT in a timely and proper mariner, the other parry shall have the right to terminate this CONTRACT or any Work Order by giving written notice of any deficiency. The parry in default shall then have ten (10) calendar days from receipt of notice to correct the deficiency. If the, defaulting party. fails to correct the deficiency within this time, the non -defaulting party shall have the option to terminau, this CONTRACT at the expiration of the ten (10) day time period. Should the DISTRICT elect to m—rainate for default in accordance with this provision, the DISTRICT shall be entitled to recover reprocurernent costs, in addition to all other remedies under law and/or equity- 6.2 The DISTRICT may terminate this CONTRACT, with or without cause, at any time for convenience upon thirty (30) calendar days prior written notice to the CONTRACTOR, The performance of work under this CONTRACT may be terminated by the DISTRICT in accordaner, with this clause in whole, or from time to time in part, whenever the DISTRICT shall determine that such terrrunation is in the best interest of the DISTRICT. Any such t.errnination shall be effected by delivery to the CONTRACTOR of a Notice of Termination specifying the extent to which performance of work under the CONTRACT is terminated, and the elate upon which such termination becomes effective. In the event of termination for convenience, the DISTRICT shall compensate the CONTRACTOR for all ar.ithorized and accepted deliverables completed through the date of termination in accordance with Work Orders issued hereunder. The DISTRICT shall be relieved of any and all furore obligations hereunder, including but not limited to lost profits and consexluential damages, under this CONTRACT. The DISTRICT may withhold all payments to the CONTRACTOR for such work until such time as the DISTRICT determines the exact amount due to the CONTRACTOR. 6.3 If either party- initiates legal action, including appeals, to enforce this CONTRACT, the prevailing party shall be entitled to recover a reasonable attorney's fec, based upon the fair market value of the services provided. 6A In the event a dispute arises which the project managers cannot resolve between themselves, the parties shall have the option to submit to non -binding mediation. The mediator or mediators shall be impartial, shall be selected by the parties, and the cost of the mediation shall be borne equally by the parties. The mediation process shall be confidential to the extent permitted by law. 6.5 The DISTRICT may order that all or part of the work stop if circumstances dictate that this action is in the DISTRICT's best interest. Such circumstances may include, but are not limited to, unexpected technical developments, direction given by the, DISTRICT's (rovertung Board, a condition of immediate danger to DISTRICT employees, or the possibility of damage to equipment or property. This provision shall not shift responsibility for loss or damage, including but not limited to, lost profits or consequential damages sustained as a. result of such delay, frorn the CONTRACTOR to the DISTRICT. If this provision is invoked, the DISTRICT shall notify the CONTRACTOR in writing to stop work as of a certain date and specify the reasons for the action, which shall not lie arbitrary or capricious- The CONTRACTOR shall then be obligated to suspend all work efforts as of the effective, date of the notice and until further written direction from the DISTRICT is received. Upon resumption of work, if deemed appropriate by the DISTRICT, the DISTRICT may amend this CONTRACT and/or any Work Order to reflect any changes to Exhibit "C°", Statement of Work and/or the project schedule. ARTICLE 7 - RECORDS RETENTION/ OWNERSHIP 7.1 The CONTRACTOR shall maintain records and the DISTRICT shall have inspection and audit rights as Page 4 of 11, Exhibit "B" Contract Idle-Wocntrnte.doc 02/13/02 �+-+,a e..l+_i"' �Y,JY IG e,�i_+• 1+_r �t!"-",VI'L VJl�U GJ, L"LlJla :]G �, heel [;lam l,C SOUTH FLORIDA WATER ER MANAGEMENT DISTRICT EXHIBIT "B"' GENE, RA.L TERMS ,AND CONDITIONS 0 follows: A. Mainterlaure of R -ords: The CONTRACTOR shall maintain all financial and non -financial records and reports directly or indirectly related to the negotiation or performance of this CONTRACT including supporting documentation for any service rates, expenses, research or reports. Such records shall be maintained and made available for inspection for a period of five years from completing performance and receiving final payment under this CONTRACT. 13, Exa_m n ti n of _ cords; The DISTRICT or its dcsipnated agent shall have the right to examine in accordance with generally accepted governmental auditing standards all records directly or indirectly related to this CONTRACT. Such examination may be made only within five years fxoin the date of final payment under this CONTRACT and upon reasonable notice, time and place. C. Extendtd „Availability of Records fir L.cgal Disputes_ In the event that the DISTRICT should become involved in a legal dispute with a third party arising from performance under this CONTRACT, the CONTRACTOR shall extend the period of maintenance for all records relating to tile CONTRACT until the final disposition of the legal dispute, and all such records shall be made, readily available to the DISTRICT. D. Audit Findings; In the event the DISTRICT exercises its right hereunder to audit the CONTRA,CTOR's financial and accounting records within a period of one (1) year following the completion or termination date of this CONTRACT and such audit results in the proper disallowance of costs based on the auditor's fnding(s), the CONTRACTOR shall be obligated to refund the DISTRICT for such disallowance(s) upon demand. At its option, the DISTRICT shall also have the right to reduce payments due to the CONTRACTOR under this CONTRACT by the amount of any disallowance resulting from audits conducted under this CONTRACT. E. Ate, lie bile[ to �orized A e t In the event that any of the Work is delegated by the CONTRACTOR, the CONTRACTOR hereby agrees to include in any such contract a provision requiring such vendor, consultant, agent and/or subcontractor to agree to tiie same requirement for records retention, inspection and audit rights as set forth in this Article 7. T2 The DISTRICT shall retain exclusive title, copyright and other proprietary rights in all work items, including but not Limited tn, all documents, tu.hnical reports, research notes, scientific data, computer programs, including the source and object code, which arc developed, created or otherwise originated hereunder by the CONTRACTOR, its subcontractor(s), assign(s), agent(s) and/or succcssor(s) as required by the Exhibit "C"Statement of Work and any specified Work Ordcr issued hereunder (the "Work"). In consideration for the DISTRICT entering into this CONTRACT, and other good and valuable consideration the sufficiency and receipt in hall of which is hereby acknowledged by the CONTRACTOR, the CONTRACTOR hereby assigns, transfers, sells and otherwise giants to the DISTRICT any and all rights it now has or may have in the Work (the "Grant"). This Grant shall be self -operative upon execution by the parties hereto, however the, CONTRACTOR agrees to execute and deliver to the DISTRICT any further assignments or other instruments necessary to evidence the Grant, without the payment of any additional consideration by the DISTRICT. The CONTRACTOR inay not disclose, use, License or sell any work developed, created, or otherwise originated hereunder to any third parry whatsoever. This paragraph shall survive the termination or expiration of this CONTRACT". 7.3 The CONTRACTOR represents and warrants that proprietary software, if any, to be provided to the DISTRICT by the CONTRACTOR hereunder, as specifically identified in Exhibit "C", Statement of Work shall have been developed solely by or for the CONTRACTOR, or lawfully acquired under license from a third party, including the tight to sublicense such software- The CONTRACTOR shall include copyright or proprietary legends in the software and on the label of the medium used to transmit the software. The CONTRACTOR shall grant to the DISTRICT a perpetual, non -transferable, non-exclusive right to use the identified software without an additional fee. The DISTRICT acknowledges that title to the software - identified in Exhibit "C" shall remain with the Licensor_ 7.4 Any equipment purchased by file CONTRACTOR with District funding under this CONTRACT shall be returned and title transferred from the CONTRACTOR to the DISTRICT immediately upon termination or expiration of this CONTRACT upon the written request of the DISTRICT not less than Page S of 11, Exhibit "B" Contract File,\Wocntrnte.doc 02/13/02 wit WNU tea bLI-7 tA-A, UA. b2-2 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B" GENE, RAL TERMS AND CONDITIONS thirty (30) days prior- to CONTRACT expiration or termination. Equipment is hereby defined as any non- consumable items purchased by the DISTRICT with a value equal to or greater than $500.00 and with a normal expectrd life of one (1) year or mote- The CONTR.A•CTOR, will maintain any such equipment in good working condition while In its possession and will rctttrn the equipment to the DISTRICT in good condition, less normal wear and tear. The CONTRACTOR will use its best efforts to safeguard the equipment throughout the period of performance of this CONTRACT. however the DISTRICT will not hold the CONTRACTOR liable for loss or damage due to causes beyond the CONTRACTOR's reasonable control. In the event of loss or damage, the CONTRACTOR shall notify the DISTRICT in writing within five (5) working days of such occurrence. 7.5 The DISTRICT has acquired the right to use certain software under license from third parties. For purposes of this CONTRACT, the DISTRICT may permit the CONTRACTOR access to certain third party owned software on DISTRICT computer systems. The CONTRACTOR acknowledges the proprietary nature of such software and agrees not to reproduce, distribute or disclose such software to any third party. Use of or access to such software shall be restricted to designated DISTRICT owned systems or equipment. Removal of any copy of licensed software is prohibited. ARTICLE S - STANDARDS OF COMPLIANCE, 8.1 The CONTRACTOR, its employees, subcontractors or assigns, shall comply with all applicable federal, state, and local laws and regulations relating to the performance of this CONTRACT. The DISTRICT undertakes no duty to ensure such compliance, bur, will attempt to advise the CONTRACTOR, upon request, as to any such laws of which it has present knowledge. 8-3 The laws of the State; of Florida shall govern all aspects of this CONTRACT. In the event it is necessary for either party to initiate legal action regarding this CONTRACT, vcnue shall be in the Fifteenth Judicial Circuit for claims under stagy law and in the Southern District of Florida for any claims which are justiciable in federal coun- 81 The CONTRACTOR hereby assures that no person shall lx. discrirrrinat.ed against on the grounds of race, color, creed, national origin, handicap, age, or sex, in any activity tender this CONTRACT. The CONTRACTOR shall take all measures necessary to effectuate these assurances, F. OH 8.4 The CONTRACTOR, by its execution of this CONTRACT", acknowledges and attests that neither it, nor any of its suppliers, subcontractors, or CONTRACTORS who shall perform work which is intended to benefit the DISTRICT is a convicted vendor or, if the CONTRACTOR or any affiliate of the CONTRACTOR has been convicted of a public entity crime, a period longer than 36 months has passed since that person was placed on the convicted vendor list. The CONTRACTOR further understands and accepts that this CONTRACT shall be either void by the DISTRICT or subject to immediate termination by the DISTRICT, in the event there is any misrepresentation or lack of compliance with the mandates of Section 287.133, Florida Statutes. The DISTRICT, in the event of such termination, shall not incur any liability to the CONTRACTOR for any work or materials furnished. 8.5 T he CONTRACTOR shall not utilize the DISTRICT's exemption certificate number issued pursuant to Sales and Use Tax Law, Chapter 212. norida Statutes, when purchasing materials used to fulfill its contractual obligations with the DISTRICT. The CONTRACTOR shall be responsible and liable for the payment of all applicable FICA/Social Security and other taxes resulting from this CONTRACT. 8.6 The CONTRACTOR warrants that it has not employed or retained any person, other than a bona fide employee working solely for the CONTRACTOR, to solicit or secure this CONTRACT. Further the CONTRACTOR warrants that it has not paid or agreed to pay any person, other than it bona fide employee working solely for the CONTRACTOR, arty fee, commission, percentage, gift, or other consideration contingent upon or resulting from the awarding or making of this CONTRACT. For breach of this provision, the DISTRICT may terminate this CONTRACT without liability and, at its discretion, deduct or otherwise recover Page 6 of 11, Exhibit 'B" Contract File:\Wocntrntc.doc 02/13/02 NLJk.7—V]N—_'t1W�.�.' V1�,rV1 ��rl�l"ILJ WM'l-! t'il tiLllia 5t1. k:-r]- b��F-:.' SOI..ITH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT "B " GENERAL TERMS AND CONDITIONS the full amount of such fee, commission, pc=rcentage, gift, or other consideration. 9.7 The CONTRACTOR shall allow public access to all project documents and materials in accordance with the provisions of Chapter 1.19, Florida Statutes. Should the CONTRACTOk assert any exemptions to the requirements of Chapter 119 and related Statutes, the: burden of establishing such exemptiotr, by way of injunctive or other relief as provided by law, shall be upon the CONTRACTOR. 8.7,1 Pursuant to Sections 119.07(3)(o), and 240.241 Florida Statutes, data processing software obtained by an agency under a license agreement which prohibits its disclosure and which software is a trade secret, as defined in Sections 812.OS1(c), Florida Statutes is exempt from the disclosure provisions of the Public Records law. However, the parties hereto agree that if a request is made of the DISTRICT, pursuant to Chapter 119, Florida Statute., for public disclosure of proprietary property being licensed to the CONTRACTOR (Licenscc) hereunder, the DISTRICT" shall advise the CONTRACTOR (Licensee) of such request and, as between the DISTRICT and the CONTRACTOR (Licensee), it shall be the CONTRACTOR's (Licensee's) sole burden and responsibility to immediately seek and obtain such irtjurictive or other relief from the Courts and to immediately serve notice of the same upon the Licensor to protect the Licert_sor's claimed exemption under the Statute. 8.8 The CONTRACTOR shall make reasonable efforts to obtain any necessary federal, state, local, and other governmental approvals, as well as all necessary private authorizations and permits, prior to the conmtencerrient of performance, of this CONTRACT. A delay in obtaining permits shall not give rise to a claim by the CONTRACTOR for additional compensation. If the CONTRACTOR is unable to obtain all necessary perrrrits in a timely manner, either party may elect to terminate this CONTRACT, each party to bear its own costs, notwithstanding other provisions of this CONTRACT to the contrary. 8.9 The DISTRICT is a governmental entity responsible for performing a public service and therefore F. UIJ has a. legitimate interest in promoting the goals and objectives of the agency. Tht. work under this CONTRACT involves a project consistent with these goals and objectives. Consequently. the DISTRICT is desirous of satisfactorily completing and successfully promoting this project with the cooperation of its CONTRACTOR. Therefore, as the DISTRICT'S CONTRACTOR for this project, the CONTRACTOR assures the V1$TRICT that the CONTRACTOR, its employees, subcontractors and assigns will refrain from acting adverse to the DISTRICT'S legitimate interest in promoting the goals and objectives of this project. The CONTRACTOR agrees to take all reasonable measures necessary to effectuate these; assurances. In the event the CONTRACTOR determines it is unable to meet or promote the goals and objectives of the project, it shall have the duty to inunediately notify the DISTRICT, Upon such notification the DISTRICT, in its discretion, may terminate this CONTRACT. ARTICLE 9 - RELATIONSHIP BETWEEN TIIE PARTIES 9.1 The CONTRACTOR shall be Considered an independent contractor and neither party shall be considered an employee or agent of the other party. Nothing in this CONTRACT shall be interpreted to establish any relationship other than that of independent contractor between the parties and their respective ernployecs, agents, subcontractors, or assigns during or after the performance on this CONTRACT. Both parries are free to enter into contracts with other parties for similar services. 9.2 It is the, intent and understanding of the Parties that this CONTRACT is solely for the benefit of the CONTRACTOR and the DISTRICT. No person or entity other than the CONTRACTOR or the DISTRICT shall have any rights or privileges under this CONTRACT in any capacity whatsoever, either as third -party beneficiary or otherwise. 93 The CONTRACTOR shall not assign, delegate, or otherwise transfer its rights and obligations as set forth in this CONTRACT without the prior written consent of the DISTRICT. Any attempted assignment in violation of this provision shall be void. 9A The, CONTRACTOR shall not pledge the Page 7 of 11, Exhibit "II" Contract ;;wile.\Wocntrnm.doe 02/13/02 ._ l.0 SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXHIBIT t'B" S GE.NERAL TERMS AND CONDITIONS 1I)ISTRICT s credit or make the DISTRICT a guarantor Of payment or surety for any contract, debt, obligation, judbtrrent, lien, or any form of indebtedness. 9.5 The DISTRICT assumes no duty with regard to the supervision of the- CONTRACTOR and the CONTRACTOR shall remain solely responsible for compliance with all safety rtzluiretnents and for the safety of all persons and property at the site of CONTRACT perforrnance. ARTICLE 1() - MBE VVILIZATION 10.1 MRtilizatinrt. The DISTRICT" actively encourages the participation of Minority Business Enterprises (MBE's) in the DISTRICT's procurement and contracting activity in accordance with DISTRICT Rule 40E-7, fart 6, P.A.C. ("MBE Rule") - As consideration for being awarded this CONTRACT, CONTRACTOR af*rees to maintain the level of MBE participation agreed upon and as indicated on Page 1 of this CONTRACT, The CONTRACTOR should take all necessary and reasontrhle steps to achieve and maintain its MBE 1.1tilization commitment, At any time during the term of this CONTRACT, the DISTRICT may regktest information on the MEE utilization under this CONTRACT and may request the CONTRACTOR to increase., its efforts and volume of awards to certified NME firms relative to the agreed upon commitment. At any time during the term of this CONTRACT, the DISTRICT may request information on the MBE status of the CONTRACTOR and/or any and all of its subcontractor(s), The CONTRACTOR shall notify the DISTRICT immediately of any change ire business ownership, management, or control of the CONTRACTOR or any of its subcontractor(s), that could affect the CONTRACTOR's MBE status or the CONTRACTOR's ability to comply with the MBE requirements of this CONTRACT. 10-2 MBE tilization Flan. The CONTRACTOR shall identifj, all MBE firms which will be utilized as subcontractors or joint venture partners. The CONTRACTOR should provide proof that each firm to be utilizeA as an MBE prime or subcontractor is certified with the DISTRICT. Eacb subcontractor and prime shall be listed in the Utilization Plan and submitted to tic DISTRICT. The listing of the MBE's in the Utilization Plan shall constitute the CONTRACTOR'S representation to the DISTRICT that the MBE firms are technically and financially qualified and available to perform the assigned work. The Utilization Plan shall consist of the following, DISTRICT forms and information as submitted by the. CONTRACTOR in its proposal, i _ statement of Business Organization form- 2. Statemenr of Intent to Perform as a MDE Subcontractor form. 3, Schedule of Subcontractor/MinorityBiAsiness Enterprise (MBE) Participation form. 4, Joint Venture Agreement (if applicable.). ,5_ Proof of DISTRICT certification. Items (1) through (5) above, are hereinafter collectively Teferred to as the "MBE Plan" - 10.3 SubcontrLc-ter_Substi t oon. The CONTRACTOR must receive written approval from the DISTRICT'S Equity in Contracting Section prior to substituting an MBE subcontractor for any reason, or otherwise moditying tite MBE Plan as defined above. The CONTRACTOR must submit to the DISTRICT an amended version of the following 1. Schedule of Subconrractor/Minority Business Enterprise (MBE) Participation form. 2, Statement of Intent to Perform as a MBE ,Subcontractor form for each substitute firm. 10.4 Invoicing, The CONTRACTOR agrees to submit with each invoice, a completed MBE Utilization Report form, attached hereto as Exhibit "E" and made a part of this CONTRACT. The CONTRACTOR understands that each MEE utilized for the CONTRACT must be certified by the DISTRICT. The CONTRACTOR shall submit a completed Final MBE Utilization Report form,.attachcd hereto as Exhibit 'T" and made a part of this CONTRACT, with the final invoice. 10.5 Cornplian • The DISTRICT shall monitor and Page 8 of 11, Exhibit "B" Contract Tile:\Wocntrnte.doc 02/13IO2 rn_u—rir—c�ivv_icj• ��, :ter Wl"Ill WFcIJ t_i1-EiLLJIa =61 GUI 6232 SOUTH FI.ORIDA WATER MANAGEMENT DISTRICT FXMBIT "B" GENERAL, TERMS AND CONDITIONS evaluate compliance with the provisions of the MBE Rule. During the term of the CONTRACT, the CONTRACTOR shall comply with the MBE Utilization Ilan which can only be amended with the prior written approval from the DISTRICT's Equity in Contracting Section. Compliance for use of MBE's shall include tasks and proportionate dollar amounts throughout the term of the CONTRACT, including amendments, change orders, and work orders. The CONTRACTOR shall maintain the level of MBE utilization as established in the CONTRACTOR's MBE Plan. Failure to comply with the MBE requirements of this CONTRACT will be considered a material breach of CONTRACT, and may also subject CONTRACTOR to compliance provisions of the MBE Mule, including suspension or debarment. To ensure that all MBE requirements under this CONTRACT are met, the CONTRACTOR's MBF efforts throughout the performance of the CONTRACT shall be reviewed by tlrc DISTRICT. The CONTRACTOR shall advise the DISTRICT of any situation in which regularly schedrtled payments are not made to any MBE subcontractor(s). 10,E rohibitioa of Not-T - m eye Agents. The CONTRACTOR is prohibited from entering into any agreements with an MBE subcontractor in which the M13L subcontractor promises not to provide subcontracting quotations to other respondents/bidders of potential respondents/biddcrs. 10-7 Records,- The CONTRACTOR shall maintain records, and information necessary to document compliance with CONTRACT requirements, and the DISTRICT shall have the right to inspect such records, MBE certification suspension or, debarment of firms for activity contrary to the Program, as defined in DISTRICT Rule 401a-7.621 (11), F.A,C, and the appeal process, shall be carried out pursuant to DISTRICT's MB$ Rule - ARTICLE 1.1 » YEAR 2000 COMPLIANCE Article 11 is hereby deleted, ARTICLE 12 - GENERAL PROVISIONS 12,1 Notwithstanding any provisions of this CONTRACT to the contrary, the parties shall not be held liable for any failure or delay in the performance of this CONTRACT that arises from fires, floods, strikes, embargoes, acts of the public enemy, unusually severe weather, outbreak of war, restraint of Government, riots, civil commotion, force mal-eure, act of God, or for any other cause of the same character which is unavoidable through the exercise of due care and beyond thn control of the parties. Failure to perform shall be excused during the continuance of such circumstances, but this CONTRACT shalt otherwise remain in effect- This provision shall not apply if the "Statement of Work" of this CONTRACT specifies that performance by CONTRACTOR is specifically required during the occurrence; of any of the events herein mentioned. 12.2 In the event any provisions of this CONTRACT shall conflict, or appear to conflict, the CONTRACT, including all exhibits, attachments and all documents specifically incorporated by reference., shall be interpreted as a whole to resolve any inconsistency. Fl. 11 12.3 Failures or waivers to insist on strict performance of any covenant, condition, or provision of this CONTRACT by the parties, dieir successors and assigns shall not be deemed a waiver of any of its rights or remedies, nor shall it relieve the other party from performing any subsequent obligations strictly in accordance with the terms of this CONTRACT. No waiver shall be effective unless in writing and signed by the party against whom enforcement is sought- Such waiver shall be limited to provisions of this CONTRACT specifically referred to therein and shall not be deemed a waiver of any other provision. No waiver shall constitute a continuing waiver, unless the writing states otherwise. 12.4 Should any term or provision of this CONTRACT be 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 shall riot affect any other term or provision of this CONTRACT, to the extent that the CONTRACT shall remain operable, enforceable and in full force and effect to the extent permitted by law. 12.5 This CONTRACT may be amended only with the written approval of the parties hereto- - Page 9 of 11, Exhibit "B" Contract File:\Wocntrnte.doc 02/13/02 HU6-08-2002 Gl8 :S6 SFUND tJR0 I31 l;st_CU 561 681 6232 SOUTH FLORIDA WATER MANAGEMENT DISTRICT GENERAL TERMS AND CONDITIONS 12.6 This CONTRACT" states the- entire under -standing and agreement between the parties and supersedes any and all written or oral representations, statements, negotiations, or agreements previously existing between the parties with respect to the subject matter of this CONTRACT. The CONTRACTOR recognizes that any representations, statements or negotiations made by DISTRICT staff do not suffice to legally bind the DISTRICT in a contractual relationship unless they have been reduced to writing and signed by an authorized DISTRICT representative. This CONTRACT shall inure to the benefit of and shall be binding, upon the panics, their respective assigns, and successors in interest. ARTICLE 13 — SAFETY REQUIREMENTS 13A The CONTRACTOR stiall requirti appropriate personal protective equipment in all operations where there is exposure to hazardous conditions. 13.2 The CONTRACTOR shall instruct employees required to handle or use toxic materials or other harmful substances regarding their safe handling and use, including instruction on the potential hazards, personal hygiene and reclaired personal protective measures. A Material Safety Data Sheet (MSDS) shall be provided by the CONTRACTOR to the DISTRICT on each chemical product used- 13.3 The CONTRACTOR shall comply with the standards and regulations set forth by the occupational Safety and Health Administration (OSHA), the Florida Department of Labor and Employment Security and all other appropriate federal, state, local or DISTRICT safety and health standards. 13.4 1t is the CONTRACTOR'S sole duty to provide safe and healthful working conditions to its employees and those of the DISTRICT on and about the site of CONTRACT pcxformance. 13,5 The CONTRACTOR shall initiate and ,maintain an accident prevention program which shall include, but shall not be- limited to, establishing and supervising program for the education and training of employees in the recognition, avoidance, and prevention of unsafe conditions and acts- F. 1212Ft 13.6 The CONTRACTOR shall erect attd maintain, as required by existing conditions and performance of the CONTRACT, reasonable safeguards for safety and protection, including posting of danger signs and other warnings. against hazards. 13.7 The CONTRACTOR shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury, or loss to: 13.7.1 employees on the work and other persons who may be, affected thereby; including pedestrians, visitors, or traveling public; 13.7,2 the work, materials, and equipment to be incorporated therein; whether in storage on or off the site, under care, custody or control of the CONTRACTOR, or the CONTRACTORSs subcontractors; and 13.7.3 other properties at the site or adjacent thereto; such as trees, shrubs, lawns, walks, utilities, pavement, roadways, structures, building, vehicles, and equipment not designated for removal, relocation nr replacement in the course of work. 13.8 The CONTRACTOR shall provide first aid services and medical care to its employees. 13.9 The CONTRACTOR shall develop and maintain an effective fare protection and prevention procedures and good housekeeping practices on the work site throughout the CONTRACT. 13.10 Emergencies: In emergency affecting safety of persons or property on or about the site or as a result of the work; the CONTRACTOR shall act, timely and with due diligence, to prevent threatened damage, injury, or loss. 13.11 Environmental: When the CONTRACTOR, CONTRACTOR's subcontractors. or subcontractors, use petroleum products, hazardous chemicals, or any other chemicals used on or about the site, the CONTRACTOR shall be responsible for handling these chemical constituents in accordance with federal, state and local regulations during the terms of the Page 10 of 11, Exhibit °'$" Contract File:\Wocntrnte.doc 02/13/02 2 k113: J6 wFbJND WRO B1 DLD13 SOUTH FLORIDA WATER MANAGEMENT" DISTRICT EXIMIT a B►a GE NE, TERMS J�AND F�CONDITIONS (0. - CONTRACT. For accidental discharges or releases onto the floor, air, ground, surface waters, ground waters, it shall be- the CONTRACTOR's sole responsibility to respond immediately to clean the site, at his expense, to the complete satisfaction of federal, state, Local regulatory agencies and to the DISTRICT requirements- 13,12 The DISTRICT may order the CONTRACTOR to halt operations under the CONTRACT, at the CONTRACCOR's expense, if a condition of irmnediate datiger to the public, and/or DISTRICT employees, equipment, or propeny exist- This provisions all npc t shift the responsibility or risk of loss for injuries or damage sustained from the CONTRACTOR to the DISTRICT; and the CONTRACTOR shall remain solely responsible for compliance with all federal, state and local safety regWrernents, Provisions of this section, and safety of all persons and property on or about the site. Page 11 of 11, Exhibit "B" Contract File:Mocntrnte-doc 02/13/02 HIJ-1--O —2002 03: 36 SFbJMD WRO B1, BLDG 561. 681 6232 P. 14i,"2 '3 WCHANICAL HARVESTING SERVICE'S STATEMENT OF WORK C-13660 I. INTRODC iC"1"1ON The District intends to harvest various types of vegetation from the canals, lakes, and other waterways of the District using as diverse an array of equipment and methodologies as available and practicable for the environments within the District's boundaries- Harvesting will be conducted to improve navigation and public access, prevent blockage of structures, canals, and boat locks in specified areas of the waterbodies, and reduce organic loading. It is also the District's intention to harvest vegetation and tussocks from lakes, water conservation areas, and other natural areas in cooperative projects with the Florida Game and Freshwater Fish Commission in order to postpone the cutrophication of these areas and restore habitat to populations of native fauna. 11. SCOPE OF WORK The work covered by these specifications consists of furnishing all labor, materials and equipment to mechanically remove aquatic vegetation from the lakes and waterways within the geognaphical boundaries of the District. The aquatic vegetation to be removed will be either floating, submersed or en-iersed plants or floating tussocks depending upon the specific needs of the District and the waterbody at the time of the request for services. The Contractor shall perform the specified services orr, a Work Order basis- For every Work Order at least one machine must be able to transport vegetation to designated sites and deposit the material on shore or into a transport vehicle. The Contractor shall he familiar with the project locations and existing conditions. The Contractor shall provide sufficient transportation and/or conveying equipment to remove and dispose of the material quickly and economically when required by the District. The District reserves the right to provide its own trucking or other activities deemed to be in the best interests of the District. The Contractor shall provide experienced operators for the harvesting equipment to be used on [tic project. Each Work Order will be for a minimum of 40 hours of harvesting. in. INSPECTION AND MONITORING The District reserves the right to inspect all equipment used in the performance of the Contract, approve equipment and personnel prior to commencement of work. The District may require the Contractor to replace any equipment or personnel if, in the opinion of the District, said equipment or personnel are operating in an unsafe manner as specified in the district's Accident Prevention Program Guidelines (Attachment ".A"). Inspection shall be at such time(s) designated by the District after consulting with the Contractor. Monitoning of project activities will be performed by the District's Project Manager and/or personnel designated by the Project Manager. Inspection, however, will not relieve the Contractor of any obligations or responsibilities nor will it transfer any liability to the District, C-13660, Exhibit "C", Page 1 of 4 561 681 6232 F . 1 S-12F IV. PROJECT MANAGEMENT The Project Managers for the District and Contractor shall manage each project. The District's Project Manager shall provide sole direction of activities during the performance of the work order. A, The Contractor's Project Manager shall be responsible for the technical quality, staff coordination and adherence to cost and time schedules. He shall also assure the necessary coordination of each project, keeping deadlines in perspective and controlling all costs associated with the contract. B. The Contractor's Project Manager shall collect the operational data (attached Harvester 1-.og form) on a daily basis and submit with the invoice. C. 1-he Contractor shall be responsible for immediate work stoppage and clean-up operations in the event of any fuel or oil spill. D. The District's Project Manager shall monitor the work in progress and insure that all work products are completed in a timely manner. V. EQUIPMENT AND MATERIALS Equipment shall be in good operating condition and ready to begin operations upon arrival at the site. Each harvester shall have conspicuous decals or other signage indicating the Contractor's company name and/or logo as well as city and state. These shall be placed so they are easily seen and recognized by the public. The Contractor shall insure that the machinery is maintained on a regular Basis to prevent work stoppages. The Contractor shall have appropriate, oil containment and clean-up equipment on site in case of oil, fuel or hydraulic fluid spills or equipment failures resulting, in such spills. VI. WORK BREAKDOWN STRUCTURE Effectiveness of mechanical harvesting is measured in terms of acres per hour and/or average tons per hour harvested. The monitoring/evaluation period for each work order shall begin on the date the harvester is mobilized at the site to be harvested and will continue to the end of the work order. The Contractor shall provide the District with weekly operating logs documenting the hours of operation for all equipment used. When this work takes place in waters of the State of Florida the Contractor shall provide the data on the Florida Department of Environmental Protection Form 454 (Attachment "B"). Data will be collected by the Contractor on the attached forms for analysis and shall include the following: 1. EQUFPM)✓Nl, SPECMCATKONS: A. equipment type B, model G 13660, Exhibit "C" Page 2 of 4 Fiuu-v-,u,-ZILI UZ v_r-,: _� r �;f-VJMU wHU B1 E,LDG 561 681 62Z2 P.1.6!20 C. cutting depth (maxirtlum) D. load capacity E, operating hours of equipment 2. n RVESTER CAPACUIES: A. personnel hours B. down tinge C, total hours D_ loads per day harvested E. acres per day 3, Sl iE CONDITIONS: A, weather conditions B. location when work orders are issued for activities covered under the Corps of Engineers/Department of Environmental Protection program, the above data trust also be reflected on Fortin 454 (attached) and submitted with each invoice. VII. PAYMENT SCREDIJU All invoices shall be submitted on a "per hour" basis for each piece of equipment used on the project. Mobilization and demobilization shall be billed separately. Down time shall not be invoiced. Billable hours include only the time the harvesting operation is being performed. It does not include time that the harvesters may iae idle with the engines running. All rates shall be firm for the life of the contract. Vial. EQUIPNIFNT TYPES Operational bid prices are being sought for the following services and equipment: Mobilization and dernobiliza6on costs are: also sought for each type of equipment. Mechanical harvesters 5-foot cutting swath 7-foot cutting swath 8-foot cutting swath 10-fnnt cutting swath 70-foot long harvesters go -foot long harvesters Other unique or specialized equipment for harvesting vegetation CuttJng boats "Cookie cut.tei "Hype vessels for cutting; vegetation Barge -type vessels with on -board removal/cutting equipment C-13660, F- h bit "C", Page 3 of 4 �F W D W U H 1 BLDGi Other unique or specialized equipment for cutting vegetation Vegetation removal/transport Shore conveyors, of varying sizes Pickup trucks, of varying sizes Durnp trailers, of varying capacities Dump trucks, of varying capacities Aquatic vessels for in -lake transport of harvested vegetation Airboats C-13660, Exhibit "C", !Page 4 of 4 'rUJMU WHIJ S1 HLULi 561 681 E232 P. EXHIBIT "H" INSURANCE REQUIREMENTS in accordance with Article 5 of this CONTRACT, the information listed in this Exhibit "H" defines the various types and limits of insurance the CONTRACTING PARTY is required to maintain during performance of work identified under the applicable Statement of Work for the term of this CONTRACT, yn.l.® t rwi ifi d t I T shall an d i clod n additional insr nder all reauir�d ins rang Q�icies, excludinQ w s° com tlon d pro f l nal liab Th D hall lso entifled alAheSertIftat older o Il certil Icates of inlMonce. The general liability, automobile liability and all other coverages, as appropriate, shall be no more restrictive than the latest editions of the Insurance Services Office (ISO). Each line of coverage and Specific endorsements are the type, of insurance required, The minimum limit of insurance required is also identified. The limit is "per occurrence", combined single limit for personal injury, bodily injury and property damage. The DISTRICT may require a separate project aggregate depending on the type of work being performed_ The applicable Contract Number and designated Contract Administrator identified on the cover page of this CONTRACT shall also be specified on the Certificate, GENERAL LIABILITY $500,000 SFwmu Additional Insured COMPREHENSIVE FORM PREMISES/OPERATIONS PROpuCTSICOMPLECED CONTRACTUAL INDEPENDENT CONTRACTORS BROAD FORM PROPERTY PERSONAL INJURY OCCURRENCE FORM AUTOMOBILE LIABILITY $500,000 5PWMO Additional Insured ANY AUTO WORKERS COMPENSATION AND EMPLOYFR4 LIABILITY Coverage- Statutory Limit: $100,000 each accident $500,000 dlsease policy limit $100,000 disease each employee Page 1 of 1, Exhibit "H", Contract C-13660 "L,Aa VJi`;—;:VIV,, G_nd- > ( b-WMD bRU E1 8LL)G 561 681 6232 P.20/20 EXIHBIT 66V7 RATE SCHEDULE C-13660 In accordance with the Contractor's bid dated January 21, 2002, the District shall pay the Contractor the rates specified below for services performed in accordance with Exhibit "C" of the Contract, to include harvesting equipment, conveying and transporting equipment, operator's time and wages, fuels and lubricants and insurance. Mobilization and demobilization shall be billed separately. Down time shall not be invoiced- prices shall be firm for the life of the contract. E ui tnent 5-foot cutting swath 7-Foot Cutting swath 8-foot cutting swath 10 foot cutting swath 70-foot harvester 90-foot harvester $75.00 per hour.. NSA $100.00 per hour $140.00 per hour $200M per hour $225.00 per hour Mobilization/Demobilization 5-foot cutting swath. No charge 7-foot cutting swath N/A 8-foot cutting swath No charge ' 10-foot cutting swath. No charge 70-foot harvester $2000,00 (only'for'avork orders > $30,000) 90-foot harvester $2000.00 (only'for work orders > $30,000) Page 1 of 1, Exhibit"L" C-13660 TOTAL F' . 2P .... ....._ I'n-! 1 7 ' ( 1-5 r Cf> 355s f'',. 1-12 pl (M`.. ,/, . "}:"r�.�",.. ' „...,e: � � -.. ��/>. �"�NICE DATE (MMmRrvY) .INSUR i RODUCEH HIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION , HOBBS INSURANCE AGENCY ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE } HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR f 3003 BROADMOOR DR ALTER THE COVERAGE AFFORDED 13Y THE POLICIES BELOW.— SUGAR LAND, TX 77478 COMPANIES AFFORDING -COVERAGE COMPANY TEL# 713-776-9363 FAX# 713--776-3558 A Essex Ins Go INSURED COMPANY TEXAS AQUATIC HARVESTING B 1902 YORK TOWNI COMPANY LEAGUE CITY, TX 77573 COMPANY -. .............. .... ..w__ _ T. ''V 4! •�cl%IS�C.7.,.._ ... :.. . ..:: ��....w `,Y ., .+ ...�......-- ,,.-.-...., r 4E `[a .lah...i, .. y>i', `i', 'T� �.....-..-n , -.. �;.i �•', .. F ` .. .., .. - j I THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS f CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, I EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE OEEN REDUCED BY PAID CLAIMS - POLICY EFFECTIVE POLICY EXPIRATION -- - -- LTYPE OK WSURANCE POLICY NUMBER LIMITS TR I ! DATE (MMIDDPrv) 6 DATE (MWODIM GENERAL LIABILITY -v I OENERAL AGGREGATE I 1'. 000r QQQ.._ ....'_C_OMMERCIALGENERALLIADILR"Y 9CA2991 -2 $ 24-02 8_,24-03 PR0DUCTS-COMP/?17.t9S1•,OOorOOQ- CLAIMS MADE OCCUR } PERSONAL & ADV INJURY S i Xj OWNER'S & CONTRACTOR'S PROT i 1 AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS . i NON -OWNED AUTOS QAMQE LIABILITYANY AUTO EXCESS LIABILITY UMBRELLA FORM ! I OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND FMPI OYFP5Z' I MPH ITY THE PROPRIETOR! PARTNEFt&EXECUTrVE OFRIC rL AfiE- I I i EACH OCCURRENCE; ;..t __._1, 000, 000..._... i I -FIRE DAMAGE (Any one nre) -- MEP EXP (Anx nna parson)»., I5 Vendor, COMBINED 81NOLE LIMIT S Date of Review: BODILY INJURY I$ Acceptable (Perperaon) p, Not Acceptable .. BOOILY INJURY i ;(Paraccsaem) �T C3F7 (N'ote Deficiencies Below) N C - --, ; w� i PROPERTY DAMAGE IV jS -= AUTO ONLY - EA ACCIDENT OTHER THAN AUTO ONLY EACHACGDFNT �� t'tQt17Or = _.. . _19fi8tllfe ! A00ftEDAT_E-3 = .. . EACH OCCURRENCE $. A •-- !AGGREGATE $ INCL EXCL i {J� DESCRIPTION OF QPERATIONMOCATIONS/VEHICLESISPECIAL ITEMJI _ I � 1 LA14♦II Certificate holder named as additional assured. CITY OF TAMARAC PURCHASING DIVISION 7525 Nib 88th AVE, RM 108 T'AMARAC, FLORIDA 33321 ATTN: ALBERT COHEN A�Dl�f7�5=S'�3I95} ,, 'S ;T4.RY LIM!TS : ER ,, EL EACH ACCIDENT T EL DISEASE - POLICY LIMIT 5 - EL DI EASE - EA EMPLOYEE .S SHOULD ANY OF THE ABOVE DESCRIBED POLICIES 19E CANCELLED BEFORE THE I EXPIRATION DATC THEREOF, THE 13SUING COMPANY WILL ENDEAVOR TO MAIL 10 DAYS WAMrN NOTICE TO T)IE CERTIFICATE HOLDE%i NAMED TD THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, US AGENTS OR REPRESENTATIVES, AUTM Rlz nCPR NT)2I 0 ACORD CORPORATION 1988 u4 U 10 lac 1 1 ; d rya LUWHRU LF1MH HSSC BG36766043 p. L ACORD., CERTIFICATE OF LIABILITY INSURANCE DATE 10/1612002 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Edward Lamb & Associates, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O. Drawer 1559 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, 146 E. Ave- 146 Wales Stuartt 33859-1554 IN�Emlp �erslnsurance RDING COVERAGE INSURED Texas Aquatic Harvesting INSURER A: &id efieid Com an 4443 Mammoth Grove Rd INSURER B: INSURER C: Lake Wales FL 33853 INSURER D; INSURER E: t_vVtKAbL5 THE POLICIF.SOFINSURANCELISTEDBELOW HAVE BEEN ISSUEOTOTHEINSUREONAMEDABOVEFORTHEPOLICYPERIOD INDICATED -NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH T141S CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCEAFFORDI;D BYTHE POLICIES DESCRIBED HEREIN IS SUHJECTTOALL THETERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. --- _ INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE nATF WNW POLICY EXPIRATION LIMITS -^ ` GENERAL LIA61LITY EACH O_CCU_RRI=NCE S FIRE DAMAGE (Any one fire __ S COMMERCIAL GENERAL LIABILITY MED EXP (Any one n S CLAIMS MADE 1:1 OCCUR PERSONAL & ADV INJURY $ �__ ..,... GENERAL AGGREGATE S GENT, AGGREGAI E LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG S POLICY PRO- LOC _ AUTOMOBILE LIABILRY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ _n BODILY INJURY r (Per Damn) r J ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Peraccident) .. C -. -I HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE•-. 'T~ �t r --._ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT OTHERTHAN EA ACC SR ANY AUTO AUTO ONLY: AGG EXCESS LIABILITY EACII OCCURRENCE $ AGGREGATE S OCCUR � CLAIMS MADE S . S DFOUCTIBLE S RETENTION 5 WORKERS CDMPFNSATION AND x WC STATU• OTH- A EMPLOYERS' LIABILITY 0830-28007 10/08102 10/08/03 E.L, EACH ACCIDENT s100 000 E.L. DISEASE - EA EMPLOYEE $100 000 E.L. DISCASF - POLICY LIMIT $500,000 ' OTHER DESCRIPTION OF OPFRATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENI)ORSFMENT/SPECIAL PROVISIONS t;Lrt r IFICATE HOLDER ADDITIONAL INSURED- INSURER LETTER: CANCELLATION City of Tamarac SHOULD ANY OF THE ABOVE DESCR1Bl D POLICIes BE CANCELLED BEFORE THE EXPIRATION 7525 N.W. 88th Ave, PATE THEREOF, THE ISSUING WSURER WILL ENDEAVOR TO MAIL 34 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL j Tamarac, FL 33321 .. IMPOSE NO OBLIGATION OR LL4881TY OF ANY KIND UPON THE INSURER, rrS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25-S (7/97) 0 ACORD CORPORATION 1938 • Insurance Resources • Lbout_AM Bast 02732 - Essex Insurance Company s EAR C H0010 Member of Markel Corporation Group Enter Company Name A.M. Best#:02732 NAIC#:39020 orA.M _ Best Number View a list of -up mem..be.r..s or the group's rating Best's Rating ......... A (Excellent)` More Search. Options a_OX Financial sizeCategorywh�� ($500 million to $750 million) ithe World is A.M.,�"fir "Ratings as of 10/22/2002 9:22:49 AM E.S.T. Find our locations or purchase the complete Best's CompanyReport for in-depth analysis. dift you twnw Rating Category (Excellent): Assigned to companies which have, on balance, excellent financial strength, Send us your c6friments operating performance and market profile when compared to the standards established by the A.M. Best Company. These companies, in our opinion, have a strong ability to meet their ongoing obligations to policyholders. ..... Accessing the pages - Best's Ratings reflect our opinion based on a comprehensive quantitative and qualitative on ambest.com evaluation of a company's financial strength, operating performance and market profile. These constitutes the user's ratings are not a warranty of an insurer's current or future ability to meet its contractual agreement to our term-4 of.use; obligations. (Best's Ratings are proprietary and may not be reproduced without permission from Information collected A.M. Best.) via this Web site is protected by our privacy statement; The rating symbols "A++" "A+" "A" "A ' "B++", and "B+" Comments or concerns are registered certification marks of the A.M. Best Company, Inc. should be directed to ervice Best's Security Icons are awarded to Secure rated (A++, A+, A, A-, B++, B+) companies. This group; Foroth group; for other matters refer to our special emblem displays their rating and category (Superior, Excellent, or Very Good),, helping contact u.s page. you discern industry leaders at a glance. Insurance Companies interested in placing a Best's Security Icon on their web site are required to m ister_onlin.e. .............. . Copyright © 2002 by A M Best Company• Inc• ALL RIGHTS RESERVED No part of this information may be distributed in any electronic form or by any means, or stored in a database or retrieval system, without the prior written permission of the A.M. Best Company. Refer to our rms of usp. for additional details- Tues. Oct. 22, 2002 1 I3ET l . ambetst.com Ratings r • Ratings 8 rbnalysis • News PublicationB 11 Products $ Services COMPANY FF 0 insurance Reaoumsa ffi—mdal' ..,,. :. ,... . *About A.M. Be i a1>a�i..,a°° x�:.dA.t,u�, 12158 - Bridgefield Employers Insurance Ra SEARCH0 Company EntarCompany Name or A.M. Beat Number Member of Liberty Mutual Insurance Companies A.M. Best #: 12158 NAIC #: 10701 View a list of.gromem_.b.ers or the,group's rating More Search Options Best's Ratina d ...._ BE� A+ (Superior)* where in the is } Financial Size Category �' world A.M. slrsTx XV ($2 billion or more) Fin d ourlacntions "Ratings as of 1012212002 9:22:49 AM E.S.T. What d or purchase the complete Best's Company —Rep ort for in-depth analysis. alysis.yov t I�f Send us your moments Rating Category (Superior): Assigned to companies which have, on balance, superior financial strength, operatin performance and market profile when compared to the standards established by the A,M. Best Company. These companies, Accessing the pages in our. opinion have a very strong ability to meet their ongoing obligations to policyholders, w. on am est.com""'` constitutes the user's Best's Ratings reflect our opinion based on a comprehensive quantitative and qualitativ, agreement to our evaluation of a company's financial strength, operating performance and market profile. These tom-5,0.f_u58; ratings are not a warranty of an insurer's current or future ability to meet its contractu2 Information collected y via this Web site is obligations. (Best's Ratings are proprietary and may not be reproduced without permission fron protected by our A.M. Best.) pri VaCY._S.Uitemignt; Comments or concerns should be directed to The rating symbols "A++", "A+", "A", "A-", "B++", and "B+" our.r_lQrner_5trvirjq are registered certification marks of the A.M. Best Company, Inc. group; For other matters refer toour Best's Security Icons are awarded to Secure rated (A++A+AA-B++f + con act u.$ page. , , , , , e. ) companies. Thl.E special emblem displays their rating and category (Superior, Excellent, or Very Good), helpinc you discern industry leaders at a glance. Insurance Companies interested in placing a Best's Security Icon on their web site are required to register, online. ............. Copyright OO 2002 by A M. Best Com an Inc. ALL RIGHTS RESERVED No part of this information may be distributed in any electronic form or by any means, or stored in a database or retrieval system, without the prior written permission of the A.M. Best Company. Refer to our termui�f USe for additional details. �r: