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HomeMy WebLinkAbout2007-190 o 7 �1f 2.007 - PRIVITY AGREEMENT C (D Fly McCulley Marine Services Inc (" Contractor" ) , a Florida Corporation as Contractor under that certain contract for :Artificial Reef Deployment Contract # C05-06-330 , dated June 14, 2005 with St. Lucie County ("Contract') hereby represents and warrants to Indian River County, Florida that: 1 ) The Contract is attached hereto as Exhibit 1 and incorporated herein by this reference; 2 ) Contractor will perform the services set forth in Exhibit 2 attached hereto and incorporated herein by this reference for Indian River County, Florida under all of the terms and conditions of the Contract; 3) All references to St. Lucie County in the Contract shall be deemed to mean Indian River County, Florida ; 4) The Project Manager for Indian River County will be Jonathan C. Gorham , Coastal Resource Manager; 5) Contractor will submit payment invoice(s) to Indian River County , in form satisfactory to Indian River County, Florida ; 6) Indian River County, Florida, will be named as Owner and beneficiary under the payment and performance bonds set forth in the Contract; and 7 ) Indian River County, Florida , will be named as an additional insured on all of the types of insurance set forth in the Contract. Date: JufW Contractor: B : N e & Title: , Dhn W OdtdlaA Attest: J . K Barton , Clerk Accepted by: INDIAN RIVER COUNTY, FLORIDA By: ,� By Ze, y ( ' &1� -� Deputy Clerk Ga C . Wheeler, Chairman Board of County Commissioners Date: June 12 , 2007 Approved: Cv : ACA f o,.,Joseo . aird , County Administrator A ro d as to form and legal sufficiency: J, Marian E. Fell GG Assistant County Attorney EXHIBIT 1 ST LUCIE COUNTY CONTRACT # C05-06-330 - , 330 CONTRACT THIS CONTRACT, made this 14th day of June, 2005, between ST. LUCIE COUNTY EROSION DISTRICT, a dependent taxing district of the state of Florida, hereinafter called the "County" , and MCCULLY MARINE SERVICES, INC. , a Florida corporation, or his , its or their successors, executors, administrators., and assigns hereinafter called the "Contractor" : WITNESSETH : 1. PURPOSE That Contractor agrees with the County, for the consideration herein mentioned, at his, its or their own proper cost and expense to do all the Work and furnish all the materials, equipment, supplies, and labor necessary to carry out this Contract in the manner and to the full extent as set forth in the Contract Documents , and to the satisfaction of the duly authorized representatives of the County, who shall have at all times full opportunity to inspect the materials to be furnished and the Work to be done under this Contract. 2 . GENERAL DESCRIPTION OF WORK It is agreed that the Work to be done under this Contract is to provide general marine contracting services for the County on an as needed basis as set forth in the Scope of Services attached hereto and incorporated herein as Exhibit A . The parties acknowledge and agree that this Contract is being entered into pursuant to the "piggyback" provisions of Martin County RFP-201-04 , hereinafter called the "Martin County RFP". All references to Martin County in the Martin County Bid shall be deemed to refer to the County for the purposes of this Contract. 3 . PROJECT MANAGER The Project Manager for the County is Tames Oppenborn, Marine Resource Coordinator , at (772) 462-1713 . The Project Manager for the Contractor is John W. McCulley at (772 ) 489-6069. The parties shall direct all matters arising in connection with the performance of this Contract, other than invoices and notices, to the attention of the Project Managers for attempted resolution or action. The Project Managers shall be responsible for overall -1- resolution or action. The Project Managers shall be responsible for overall coordination and oversight relating to the performance of this Contract . 4. CONTRACT DOCUMENTS The Contract Documents which comprise the Contract between the County and the Contractor are attached hereto and made part hereof and consist of the following: A . This Contract, consisting of pages 1 through 14 inclusive. B. Contractor ' s Proposal , Martin County RFP-201-04 , consisting of 42 pages. C. Insurance Certificates) to be provided by the Contractor with an executed original of this Contract. D. Any modifications, including change orders, duly delivered after execution of this Contract. Except for duly authorized and executed Modifications including but not limited to change orders and contract amendments, any conflict between the terms and conditions of this Contract and the terms and conditions of any of the other contract documents shall be interpreted in favor of this Contract. 5. PERFORMANCE GUARANTY That Contractor guarantees to repair , replace or otherwise make good to the satisfaction of the County any defect in workmanship or material appearing in the Work, and further guarantees the successful performance of the Work for the service intended. Neither inspection nor payment , including final payment, by the County shall relieve the Contractor from his or its obligations to do and complete the Work in accordance with this Contract. If the County deems it inexpedient to require the Contractor to correct deficient or defective Work, an equitable deduction from the contract price shall be made therefore or in the alternative, if the expense incurred by the County to correct deficient or defective Work exceeds the unpaid balance on this Contract, the Contractor shall pay the difference to the County. The liability of the Contractor and its surety or sureties for such payment is joint and several . 6. TERM OF CONTRACT The term of this Contract shall be for a period of three (3) years beginning on the 2 date first above written. 7. WORK AUTHORIZATIONS Specific work assignments will be initiated as directed by the St. Lucie County Project Manager and shall be set forth in individual Work Authorizations . All Work Authorizations shall be executed on behalf of the County in accordance e with the St. Lucie County Purchasing Policy. The Work Authorizations shall describe the specific scope of the work to be performed , the amount of the Contractor's compensation and the schedule for completion of the work. 8. CONTRACT PAYMENT The County shall pay the Contractor for the performance of this Contract upon the rendering of said services on an "as needed" basis in accordance with the Contract Documents, subject to adjustment by change order, the total estimated amount in current funds during the initial year of the Contract term not to exceed five hundred thousand and 00/100 dollars ($ 500,000.00) based upon the Contractor's fee schedule set forth in Exhibit 1. 8. PAYMENT SCHEDULE The County shall make payments on account of the Contract within thirty (30) days following receipt and approval by the County Project Manager of an invoice for services delivered pursuant to this Contract. 9. SUBCONTRACTORS In the event Contractor requires the services of any subcontractor or professional associate in connection with the Work to be performed under this Contract, the Contractor shall secure the written approval of the County Project Manager before engaging such subcontractor or professional associate. 10. AUDI The Contractor agrees that the County or any of its duly authorized representatives shall , until the expiration of three years after expenditure of funds under this Contract, have access to and the right to .examine any directly pertinent books , documents , papers, and records of the Contractor involving transactions related to this Contract. The Contractor agrees that payment(s) made under this Contract shall be subject to reduction for amounts charged thereto which are found on the basis of audit examination not to constitute allowable - 3 - costs under this Contract. The Contractor shall refund by check payable to the County the amount of such reduction of payments. All required records shall be maintained until an audit is completed and all questions arising therefrom are resolved, or three years after completion of the project and issuance of the final certificate, whichever is sooner. 11. PUBLIC RECORDS The Contractor shall allow public access to all documents , papers, letters , or other material subject to the provisions of Chapter 119 , Florida 5tatutes , and made or received by the Contractor in conjunction with this Contract. 12 . CONTRACTOR RESPONSIBILITY The Contractor is an independent contractor and is not an employee or agent of the County. Nothing in this Contract shall be interpreted to establish any relationship other than that of an independent contractor, between the County and the Contractor, its employees , agents, subcontractors , or assigns, during or after the performance of this Contract. The Contractor shall take the whole responsibility for the means, methods , techniques , sequences, and production of the Work.. The Contractor shall bear all losses resulting to him, or its , on account of the amount or character of the Work, or because of the nature of the ground in or on which the Work is done is different from what was assumed or expected , or because of bad weather , or because of errors or omissions in his or its bid on the Contract price, or except as otherwise Provided in the Contract Documents because of any other causes whatsoever. Execution of this Contract by the Contractor is a representation that the Contractor has visited the site, become familiar with the local conditions under which the Work is to be performed, and correlated personal observations with the requirements of the Contract Documents . The Contractor shall protect the entire Work, all materials under the Contract and the County ' s property (including machinery and equipment) in, or on, or adjacent to the site of the Work until final completion and Work, from the action of the elements , acts of other contractors , or except as otherwise provided in the Contract Documents, and from any other causes whatsoever, should any damage occur by reason of any of the foregoing , the Contractor shall repair at his , or its, own expenses to the satisfaction of the County or its Project Manager. Neither the County nor its officers, employees or agents assume any responsibility for collection of indemnities or damages from any person or persons causing injury to the Work of the Contractor. At his, or its expense, the Contractor shall take all necessary precautions (including -4- without limitation) the furnishing of guards , fences , warnings signs, walks , flags , cables and lights for the safety of and the prevention of injury, loss and damage to persons and property (including without limitation) in the term persons , members of the public, the County and its employees and agents , the Project Manager and his employees , Contractor ' s employees , his or its subcontractors and their respective employees , other contractors , their subcontractors and respective employees , on, about or adjacent to the premises where said Work is being performed , and shall comply with all applicable provisions of safety laws , rules , ordinances, regulations and orders of duty constituted public authorities and building codes. The Contractor assumes all risk of loss , damage and destruction to all of his or its materials, tools appliances and property of every description and that of his or its subcontractors and of their respective employees or agents , and injury to or death of the Contractor, his or its employees, subcontractors or their respective employees or agents , including legal fees, court costs or other legal expenses , arising out of or in connection with the performance of this Contract. 13 . INDEMNITY The Contractor agrees to pay of behalf of , protect, defend , reimburse, indemnify and hold the County, its agents, employees, elected officers and representatives and each of them , (hereinafter collectively and for the purposes of this paragraph , referred to as " County" ), free and harmless at all times from and against any and all claims, liability, expenses, losses, costs , fines and damages , ncluding attorney ' s fees, and causes of action of every kind and character against the County by reason of any damage to property or the environment, or bodily injury (including death) incurred or sustained by any party hereto , or of any party acquiring any interest hereunder, any agent or employee of any party hereto or of any party acquiring an interest hereunder, and any third or other party whomsoever , or any governmental agency, arising out of or in incident to or in connection with Contractor ' s performance under this Contract, the condition of the premises , Contractor ' s acts, or omissions or operations hereunder, or the performance, non-performance or purported performance of the Contractor of any breach of the terms of this Contract; provided however that Contractor shall not be responsible to the County for damages resulting out of bodily injury or damages to property which Contractor can establish as being attributable to the sole negligence of the County, its respective agents , servants, employees or officers. The Contractor further agrees to pay on behalf of and hold harmless and indemnify the County for any fines, citations, court judgments, insurance claims, restoration costs or other liability resulting from its activities on the project, whether or not the Contractor was negligent or even knowledgeable of any events precipitating a claim or arising as a result of any situation involving Contractor ' s activities. -5- Said indemnification by the Contractor shall be extended to include all deliverers , suppliers , furnishers of material or anyone acting for, on behalf of, or at the request of the Contractor. The Contractor recognizes the broad nature of this indemnification and hold harmless clause and voluntarily makes this covenant. In conformance with Section 725 .06 Florida Statutes , the specific consideration given for the promises of the Contractor set forth with regard to this indemnification and hold harmless clause is $ 10.00 in hand paid by the County to the Contractor as a portion of the contract price , receipt thereof is hereby acknowledged and the adequacy of which the Contractor accepts as completely fulfilling the obligations of the County under the requirement of Section 725.06 Florida Statutes. This indemnification and hold harmless survives acceptance of the Work. This clause of the Contract will extend beyond the term of the Agreement for a period of ten (10) years after the date of the acceptance of the Work by the County. 14 . INSURANCE The Contractor shall procure and maintain during the life of this Contract insurance of the types and subject to the limits set forth below. The Contractor shall also provide the County with evidence of this insurance in the form of Certificates of Insurance which shall be subject to the County ' s approval for adequacy. The County shall be given thirty (30) days prior written notice of any material changes or cancellations of the policies. If sub- contractors are used by the contractor, it shall be the responsibility of the contractor to ensure that all its sub-contractors comply with all the insurance requirements contained herein relating to such sub-contractors. All insurance companies providing insurance under this Contract shall be licensed and authorized to do business in the State of Florida. These companies shall have a general policy holders rating of A or better and a financial rating of X or better according to the latest edition of Best ' s Key Rating Guide, published by A.M. Best Company. Any deductibles or self insured retention must be declared to and approved by the County. At the option of the County, either the insurer shall reduce or eliminate such deductibles or self insured retention with respect to the County, its elected and appointed officials,. employees , volunteers and agents, or the contractor shall procure a bond guaranteeing payment of losses and related investigations , claim administration and defense expenses. Except as otherwise stated, the amounts and types of insurance shall conform to the following minimum requirements : -6- A . WORKERS ' COMPENSATION The Contractor shall provide and maintain during the life of this Contract , at his , its or their own expense , Workers ' Compensation insurance coverage, including United Sates Longshoreman's and Harborworkers coverage,to apply for all employees for Florida statutory limits. Coverage B, Employers Liability, shall be written f or a minimum liability at $ 100,000.00 per occurrence. B. COMMERCIAL GENERAL LIABILITY/AIRCRAFT LIABILITY The Contractor shall provide and maintain during the life of this Contract , at his, its or their own expense, Commercial General Liability or Aircraft Liability insurance on an occurrence basis for a minimum combined single limit of $ 1 ,000 ,000.00 per occurrence, for claims of bodily injury including death, property damage and personal injury. The coverages of Owners and Contractors Protective, Contractual Liability and the coverage of XCU shall be included. The Contractual Liability coverage shall be specifically endorsed to include indemnity and hold harmless requirements set forth herein. C. COMMERCIAL AUTO LIABILITY The Contractor shall provide and maintain during the life of the contract, at his, its or their own expense, Business Commercial Auto Liability for claims of bodily injury and property damage for minimum limits of $ 100,000.00 combined single limit. D. JONES ACT The Contractor shall provide and maintain sufficient coverage as required under the Jones Act to cover all affected employees. The policy shall also provide the County will be given a thirty (30) days written notice of cancellation or non-renewal. E. ADDITIONAL NAMED INSURED The General Liability, and Auto Liability policies shall contain or be endorsed to state that the County, its Officers , Officials, Employees, Agents, and Volunteers are to be covered as additional named insureds for any and all liability arising out of the Contractor ' s performance of this Contract, or out of automobiles owned, leased, hired , or borrowed by the Contractor. The coverage shall contain no special limitations on scope of protection offered to the County, its Officers, Officials, Employee, Agents and Volunteers. -7- F. OTHER INSURANCE PROVISIONS 1 . The Contractor ' s insurance coverage shall be primary insurance as respects the County, its Officers , Officials, Employees , Agents and Volunteers. Any insurance or self- insurance maintained by the County , its Officers , Officials , Employees , Agents, or Volunteers shall be in excess of the Contractor ' s insurance and shall not contribute with it. 2 . Any failure to comply with the reporting provisions of the policy shall not effect coverage provided to the County, its Officers, Officials, Employees, Agents, or Volunteers. 3 . The Contractors insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of insurer ' s liability 15 . DEFAULT TERMINATION A. FOR CAU5E If either party fails to fulfill its obligations under this Contract in a timely and proper manner, the other party shall have the right to terminate this Contract by giving written notice of any deficiency and by allowing the party in default seven (7) calendar days to correct the deficiency. If the defaulting party fails to correct the deficiency within. the seven calendar day period, this Contract shall terminate at the expiration of that time period. With regard to the Contractor; the following items shall be considered a default under this Contract: (1) If the Contractor should be adjudged bankrupt, or if he, or it, should make a general assignment for the benefit of his , or its, creditors , or if a receiver should be appointed on account of his, or its, insolvency. (2 ) If the Contractor should refuse or fail , except in cases for which an extension of time is provided, to supply enough properly skilled workmen or proper material to meet the project schedule or if the Contractor should fail to make prompt payment for materials, or labor or other services entering into the Work. (3 ) If the Contractor disregards laws , ordinances, or the instructions of the Project Manager or otherwise be guilty of a substantial violation of the provisions of the -8 - Contract. (4) Fails to perform any of the terms of this Contract or performs work which fails to conform to the requirements of this Contract. In the event of termination, the County may take possession of the premises and all materials, tools , and appliances , thereon and finish the Work by whatever method it may deem expedient. In such cases, the Contractor shall only be entitled to receive payment for Work satisfactorily, completed prior to the termination date. The County may take possession of and use any materials , plant, tools , equipment, and property of any kind furnished by Contractor to complete the Work. If the expense incurred by the County to finish the Work exceeds the unpaid balance on this Contract, the Contractor shall pay the difference to the County. The. expense incurred by the County as herein provided , and the damage incurred through the Contractor ' s default, shall be certified by the Project Manager. The Contractor shall be responsible for both liquidated damages attributable to delay and for excess completion costs. The liability of the Contractor and its surety or sureties for such damages and costs is joint and several. The obligations of the Contractor and his surety with respect to the warranty and maintenance bond shall remain in full force and effect for the portion of the .Work completed by the Contractor and shall not expire until the expiration of the prescribed time period measured from the final acceptance of the project in its entirety. These clauses shall survive the termination of this Contract. If the County makes a determination pursuant to this Contract to hold the Contractor in default and terminate the Contract for cause and it is subsequently determined that any such determination was improper , unwarranted , or wrongful , then any such termination shall be deemed for all purposes as a termination without cause as described below. The Contractor agrees that it shall be entitled to no damages , allowances or expenses of any kind other than as provided in this Agreement in connection with such termination. B. WITHOUT CAUSE Either party may terminate the Contract, without cause at any time upon thirty (30) calendar days prior written notice to the other party. Upon such termination, the Contractor waives any claims for damages from the termination without cause, including loss of anticipated profits, and as the sole right and remedy of the Contractor, the County shall compensate the Contractor for all authorized Work satisfactorily and responsibly completed through the termination date. In the event of termination by the Contractor without cause, the following shall apply: (1) all bonds shall remain fully in force to insure the County ' s ability to construct the project for the Contract amount; (2) the County shall have the right to, at its option , solicit bids for the completion of the unfinished portion of the Work, or to negotiate with the number two bidder under the original bid; and (3 ) the Contractor and his -9- surety shall be jointly and severally responsible for all costs over the original Contract amount incurred by the County in completion of the project , in addition to construction costs , such costs may include engineering , advertising , and administrative expenses incurred with the solicitations of bids for the completion of the unfinished portion of the Work. In the event of termination without cause by either party, the obligations of the Contractor and his surety with respect to the warranty and maintenance bond shall remain in full force and effect for the portion of the Work completed by the. Contractor and shall not expire until the expiration of the prescribed time period measured from the final acceptance of the project in its entirety. These clauses shall survive the termination of this Contract. 16 . NON DISCRIMINATION Contractor covenants and agrees that Contractor shall not discriminate against any employeeor applicant for employment to be employed in the performance of the Contract with respect to hiring , tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment because of age, sex or physical handicaps (except where based on a bonafide occupational qualification); or because of marital status, race, color, religion, national origin or ancestry. 17. VERIFICATION OF EMPLOYMENT STATUS The County will not intentionally award contracts to any contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions of the Immigration and Nationality Act ("INA"). The County shall consider the employment by the Contractor of unauthorized aliens a violation of 8 U . S.C. Section 1324a(e) [Section 274A(e) of the INA ]. The Contractor agrees that such violation by the Contractor shall be grounds for the unilateral cancellation of this Contract by the County. 18. ASBESTOS - FREE MATERIALS Contractor shall not use any asbestos or asbestos-based fiber materials in the Work performed under this Contract. 19. ASSIGNMENT The County reserves the right to freely assign this Contract. The Contractor, however, shall not assign this Contract to any other persons or firm without first obtaining County ' s written approval. - 10- 20. ATTORNEYS ' FEES AND COSTS In the event of any dispute concerning the terms and conditions of this Contract or in the event of any action by any party to this Contract to judicially interpret or enforce this Contract or any provision hereof , or in any dispute arising in any manner from this Contract, the prevailing party shall be entitled to recover its reasonable costs , fees and expenses, including but not limited to, witness fees, expert fees , consultant fees , attorney, paralegal and legal assistant fees , costs and expenses and other professional fees, costs and expenses, whether suit be brought or not, and whether any settlement shall be entered in any declaratory action , at trial or on appeal. The liability of the Contractor and its surety or sureties for such fees and costs is joint and several . 21 . NOTICES All notices, requests, consents, and other communications required or permitted under this Contract shall be in writing and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service , telecommunicated , or mailed by registered or certified mail (postage prepaid) return receipt requested, addressed to : As To County : With A Copy To: St, Lucie County Administrator St, Lucie County Attorney Administration Annex Administration Annex 2300 Virginia Avenue 2300 Virginia Avenue Fort Pierce, FL 34982 Fort Pierce, FL 34982 As To Contractor: McCulley Marine Services ,. Inc. 2309 N. Old Dixie Highway Fort Pierce , FL 34946 or to such other address as any party may designate by notice complying with the terms of this paragraph . Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery, (b) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed. -il- 22 . NON - WAIVER The rights of the parties under this Contract shall be cumulative and the failure of either party to exercise properly any rights given hereunder shall not operate to forfeit any of the said rights. 23 . CONFLICT OF INTEREST The Contractor represents that it presently has no interest and shall acquire. no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, as provided for in Section 112. 311, Florida Statutes (2003 ) and as may be amended from time to time. The Contractor further represents that no person having any interest shall be employed for said performance. The Contractor shall promptly notify the County in writing by certified mail of all potential conflicts of interest prohibited by existing state law for any prospective business association , interest or other circumstance which may influence or appear to influence the Contractor ' s judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association , interest or circumstance, the nature of Work that the Contractor may undertake and request an opinion of the County as to whether the association, interest or circumstance would , in the opinion of the County, constitute a conflict of interest if entered into by the Contractor. The County agrees to notify the Contractor of its opinion by certified mail within thirty (30) days of receipt of notification by the Contractor. If , in the opinion of the County, the prospective business association , interest or circumstance would not constitute a conflict of interest by the Contractor , the County shall so state in the notification and the Contractor shall , at his/her option, enter into said association, interest or circumstance and it shall be deemed not in conflict of interest with respect to services provided to the County by the Contractor under the terms of this Contract. 24. MEDIATION In the event of a dispute between the parties in connection with this Contract, the parties agree to submit the disputed issue or issues to a mediator for non- binding mediation prior to filing a lawsuit. The parties shall agree on a mediator chosen from a list of certified mediators available from the Clerk of Court for St. Lucie County. The fee of the mediator shall be shared equally by the parties. To the extent allowed by law, the mediation process shall be confidential and the results of the mediation or any testimony or argument introduced at the mediation shall not be admissible as evidence in any subsequent proceeding concerning the disputed issue. - 12- 25 . DISPUTE RESOLUTION Any disputes relating to a question of factorising under this Contract shall be resolved through good faith efforts upon the part of the Contractor and the County or its representative. At all times, the Contractor shall carry on the work and maintain its progress schedule in accordance with the requirements of the Contract and the determination of the County or its representatives, pending resolution of the dispute. Any dispute which is not resolved by mutual agreement shall be decided by the County or its representatives who shall reduce the decision to writing. 26 . INTERPRETATION : VENUE This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior verbal or written agreements between the parties with respect thereto. This Contract may only be amended by written document, properly authorized, executed and delivered by both parties hereto. This Contract shall be interpreted as a whole unit and section headings are for convenience only. All interpretations shall be governed by the laws of the State of Florida. In the event it is necessary for either party to initiate legal action regarding this Contract, venue shall be in the Nineteenth Judicial Circuit for St. Lucie County, Florida, for claims under state law and the Southern County of Florida for any claims which are justiciable in federal court. IN WITNESS WHEREOF, the County has hereunto subscribed and the Contractor has off ixed his, its, or their names, or name, and seal the date aforesaid. EROSION DISTRICT . -• ; BOARD OF COUNTY COMMISSIONERS ATTEST : �.y� ST . LUCIE CSIGNTY, FLORIDA - f/ cif By . f . . CLERK ti " CHAIRMA `� moi ' . . K APPROVED AS TO FORM AND CORRECTNESS : AJA COUNTY ATTORNEY - 13 - ATTEST : MCCVLLEY MARINE SERVICES , INC . /liBY : SECRETARY V1CPR SIDENT (SEAL 9:\atty\a9reemnt\contract\mccul ley.wpd - 14- EXHIBIT 2 MCCULLEY MARINE SERVICES PROPOSAL McCulley Marine Services , Inc . 2309 N. Old Dixie Hwy. Phone 772.489 . 6069 Fort Pierce, FL 34946 The Artificial Reef Builders Fax 772 . 460.9701 PROPOSAL McCulley Marine Services, Inc. (hereinafter referred to as "MMS") offers the following proposal to Indian River County (hereinafter referred to as "IRC") to transport and deploy 1 , 500 tons of concrete railroad ties as an artificial reef. MMS agrees to provide the following equipment for this project: Tug `Elizabeth Anne' Barge `D2005 ' The cost for the above equipment, a full crew and fuel shall be a flat rate of $60,000 . 00 . This price includes land transportation of the concrete railroad ties to the Port of Fort Pierce, all port fees at Indian River Terminal and water transportation and deployment to a site of your choice. MMS agrees to provide insurance in the amount of $ 1 ,000,000. 00 P&I on the tug and barge, Jones Act, $ 1 ,000,000. 00 ofUSL&H insurance and $ 1 ,000,000 . 00 of Florida State Workers Compensation on all MMS crew members. MMS does not provide insurance to cover IBC' s cargo, equipment or personnel. Looking forward to working with you on this project. Thanking you in advance for your time and consideration of this proposal. Sincerely, Accepted by: John W. McCulley Vice President For: Indian River County Date: