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HomeMy WebLinkAboutExhibit 2CONTRACT THIS IS A CONTRACT, dated as of the day of 2005, by and between the City of Miami, a political subdivision of the State of Florida, hereinafter referred to as City, and Texas Aquatic Harvesting, Inc., hereinafter referred to as Contractor. RECITAL WHEREAS, the City Commission, or the City Manager, as applicable, has awarded the Contract to the Contractor for the Project entitled: Project Name: Citywide Canal and Waterway Cleaning, god Bidding Project/Bid Number: Project B-30255, Bid No. 04-05-126 (hereinafter referred to as "Project") W I T N E S S E T H, that Contractor and City, for the considerations hereinafter named, agree as follows: ARTICLE 1 SCOPE OF WORK Contractor hereby agrees to furnish all of the labor, materials, equipment, services and incidentals necessary to perform all of the Work described in the Contract Documents and related thereto for the Work. ARTICLE 2 CONTRACT TERM 2.1 Contractor shall be issued a Notice of Award by the Contract Administrator. Contractor shall commence scheduling activities, permit applications and other pre -commencement Work within five (5) calendar days after receipt of the Notice of Award. The Notice to Proceed and Purchase Order will not be issued until Contractor's submission to City of all required documents (including but not limited to: Payment and Performance Bonds, and Insurance Certificate) and after execution of the Contract by both parties. 2.1.1The receipt of all necessary permits by Contractor and acceptance of the maintenance schedule in accordance with the Contract Documents is a condition precedent to the issuance of the Notice to Proceed and commencement of the physical Work. The Contractor shall submit. The Contractor shall submit all necessary documents required Contract Documents required for issuance of a Notice to Proceed within fifteen (15) calendar days of the issuance of the Notice of Award. 2.2 The initial term of the Contract shall be twenty-four months , which shall commence on the date of the Contract. The City, at its sole discretion, may opt to renew (OTR) the Contract for three (3) additional one year terms. ARTICLE 3 NO DAMAGES FOR DELAY In the event of any delays to the Work, the Contractor's sole remedy shall be to seek an extension of time to perform the Work in accordance with the terms of the Contract. The City shall not be liable for any delay damages or damages attributable to performing Work out of sequence, acceleration claims or other similar type claims, incurred by Contractor arising out of or in any way associated with the performance of this Contract. ARTICLE 4 THE CONTRACT SUM 5.1 This is a Fixed Price, not to Exceed Contract with payments based on line item pricing. The total amount shall not exceed One million nine hundred twenty four thousand nine hundred sixty dollars and 00/00 cents ($1;924,960.00). 5.2 Payment shall be paid based on the line item prices stated in the Contract for Work actually performed. Payments shall be full compensation for all costs, including overhead and profit, associated with completion of all the Work in full conformity with the requirements as stated or shown, or both, in the Contract Documents. The cost of any item of Work not covered by a definite Contract line item price should be included in the line item price to which the item is most applicable. ARTICLE 5 PROGRESS PAYMENTS 6.1 Contractor may make Application for Payment for Work completed during the prior month. Contractor's Application for payment shall show a complete breakdown of the Work tasks completed by site, the amount due for each task, together with such supporting evidence as may be required by City. Each Application for Payment shall be submitted in triplicate to the Project Manager for approval. City shall make payment to Contractor within thirty (30) .days after approval by the City of Contractor's Application for Payment. 6.2 Contractor shall submit load tickets and release of liens from subcontractors with the Applications for Payment. Failure to include such documents will result in the reject of line item payment within the Application for Payment rejection of the entire Application for Payment. 6.3 City may withhold, in whole or in part, payment to such extent as may be necessary to protect itself from loss on account of: 6.3.1 Rejected Work not remedied. 6.3.2 Claims filed or reasonable evidence indicating probable filing of claims by other parties against Contractor or City because of Contractor's performance. 6.3.3 Failure of Contractor to make payments properly to Subcontractors or for material or labor. 6.3.4 Damage to another contractor not remedied. 6.3.6 Failure of Contractor to provide any and all documents required by the Contract Documents. When the above grounds are removed or resolved satisfactory to the Contract Administrator, payment shall be made in whole or in part. ARTICLE 6 CONTRACT HIERARCHY 7.1 This Contract is part of, and incorporated in, the Contract Documents as defined herein. Accordingly, all of the documents incorporated by the Contract Documents shall govern this Project. 7,2 Where there is a conflict between any provision set forth within the Contract Documents and a more stringent state or federal provision which is applicable to the Contract Documents, the more stringent provision shall prevail. The order of hierarchy within the Contract Documents shall be the Contract, Scope of Work, Supplemental Conditions, General Conditions, and last shall be the Instructions to Bidders. • ARTICLE 7 PUBLIC ENTITY CRIMES In accordance with the Public Crimes Act, Section 287.133, Florida Statutes, a person or affiliate who is a contractor, Consultant or other provider, who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to the City, may not submit a bid on a contract with the City for the construction or repair of a public building or public work, may not submit bids on leases of real property to the City, may not be awarded or perform work as a contractor, supplier, subcontractor, or Consultant under a contract with the City, and may not transact any business with the City in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this section by Contractor shall result in cancellation of the City purchase order and may result in Contractor debarment. ARTICLE 8 INDEPENDENT CONTRACTOR Contractor is an independent contractor under this Contract. Services provided by Contractor pursuant to this Contract shall be subject to the supervision of Contractor. In providing such services, neither Contractor nor its agents shall act as officers, employees, or agents of the City. This Contract shall not constitute or make the parties. a partnership or joint venture. ARTICLE 9 THIRD PARTY BENEFICIARIES Neither Contractor nor City intends to directly or substantially benefit a third party by this Contract. Therefore, the parties agree that there are no third party beneficiaries to this Contract and that no third party shall be entitled to assert a claim against either of them based upon this Contract. The parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Contract. ARTICLE 10 NOTICES Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or by hand -delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following: For City: Stephanie Grindell, P.E. Director of Public Works 444 SW 2nd Avenue 8th Floor Miami, FL 33130 With copies to: Elyrosa Estevez, P.E. I11 Department of Public Works City of Miami 444 SW 2nd Ave., 8th Floor Miami, Florida 33130 For Contractor: Mr. James P. Vaughan -President Texas Aquatic Harvesting, Inc. 6403 Park Lane, # 3 Lake Wales, Florida 33018 ARTICLE 11 ASSIGNMENT AND PERFORMANCE 12.1 Neither this Contract nor any interest herein shall be assigned, transferred, or encumbered by either party except with the prior written consent of the other party. In addition, Contractor shall not subcontract any portion of the Work required by this Contract except as authorized by Article 32 of the General Conditions. Contractor represents that all persons delivering the services required by this Contract have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth in the Scope of Work and to provide and perform such services to City's satisfaction for the agreed compensation. 12.2 Contractor shall perform its duties, obligations, and services under this Contract in a skillful and respectable manner. The quality of Contractor's performance and all interim and final product(s) provided to or on behalf of City shall be comparable to the best local and national standards. ARTICLE 12 MATERIALITY AND WAIVER OF BREACH 13.1 City and Contractor agree that each requirement, duty, and obligation set forth in these Contract Documents is substantial and important to the formation of this Contract and, therefore, is a material term hereof. 13.2 City's failure to enforce any provision of this Contract shall not be deemed a waiver of such provision or modification of this Contract. A waiver of any breach of a provision of this Contract shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Contract, ARTICLE 13 SEVERANCE In the event a portion of this Contract is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless City or Contractor elects to terminate this Contract. An election to terminate this Contract based upon this provision shall be made within seven (7) days after the finding by the court becomes final. ARTICLE 14 APPLICABLE LAW AND VENUE This Contract shall be enforceable in Miami -Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein exclusive venue for the enforcement of same shall lie in Miami -Dade County, Florida. By entering into this Contract, Contractor and City hereby expressly waive any rights either party may have to a trial by jury or to file permissive counterclaims in any civil litigation related to, or arising out of the Project. Contractor shall specifically bind all subcontractors to the provisions of this Contract. Each party shall bear their own attorney's fees. ARTICLE 15 AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Contract and executed by the City Manager and Contractor. ARTICLE 16 PRIOR AGREEMENTS This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Contract that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless set forth in writing in accordance with Article 16 above. IN WITNESS WHEREOF, the parties have set their hands and seals on the day and year here written 2005 (effective date). "City" City Of Miami, a municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Joe Arriola, City Manager ATTEST: "Contractor" a corporation By: Print Name: Print Name: Title: Title: APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Jorge L. Fernandez Risk Management Administrator City Attorney Dania Carrillo THE CITY REQUIRES FOUR (4) FULLY -EXECUTED CONTRACTS, FOR DISTRIBUTION.