RFQ NUMBER 27-002 Page 1 of 10

SECTION 3.0 - SPECIAL TERMS AND CONDITIONS

3.1. LIQUIDATED DAMAGES

☐ (Applicable if box checked) The term “Liquidated Damages” used in the Contract Documents shall have the meaning provided in Section 2.39 of the General Terms and Conditions, as amended by the Special Terms and Conditions

3.2. TERM

The term of any resulting agreement shall commence upon SFRTA’s issuance of a Notice to Proceed and shall be for a period of five (5) years. Work Orders executed prior to contract expiration may extend beyond the contract term and all terms and conditions of the original Agreement will remain applicable. SFRTA makes no guarantee of the amount of Work which may or may not be assigned to the Contractor and Contractor agrees that the lack of Work issued by SFRTA under this Agreement shall not be grounds for any claim for compensation or damages, including but not limited to, consequential damages or lost profits.

3.3 CONTRACT EXPIRATION

☒ (Applicable if box checked)

In the event Services are scheduled to end because of the expiration of the term of this Contract, the Contractor shall continue the Services upon written notification from the Chief Contracting Officer that SFRTA is electing some or all of the extension period. The extension period shall not extend for more than ninety (90) days beyond the expiration date of the existing Contract. The Contractor shall be compensated for the Services at the rate(s) in effect when this extension clause is invoked by SFRTA.

3.4 BONDS

Contractor shall be required to obtain a Bid Bond and Payment and Performance Bond for the project.

☐ BID BOND (Applicable if box checked) The term “Bid Bond” used in the Contract Documents refers to either Bid Bond or a certified or cashier’s check.

A scan or copy of the original Bid Bond must be submitted with each Bid via Bonfire. In addition, the original Bid Bond with a raised seal and on thicker stock paper must be delivered by U.S. Mail, air, ground courier, or messenger service; or in person to the address shown below NO LATER THAN the due date provided in section 1.4 of the Instructions to Bidders. Failure to provide the original Bid Bond prior to the Bid opening WILL result in a Bid being deemed non-responsive.

South Florida Regional Transportation Authority Attn:

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ITB/RFP

Project Name 801 NW 33rd Street Pompano Beach, FL 33064

a) Each Bid must be accompanied by a Bid Bond made payable to SFRTA on the approved form (see Exhibit 2), duly executed by the Bidder as principal and having as surety thereon a surety company acceptable to SFRTA and authorized to write such Bid Bond under the laws of the State of Florida, in an amount not less than five percent (5%) of the amount of the total Bid Amount. SFRTA reserves the right to reject any and all security tendered to SFRTA. The Bid Bond and surety must meet the requirements of Section 2.45 of the General Terms and Conditions and Exhibit 2.

b) The Bid Bond will be retained until the Successful Bidder has executed the Contract and furnished the required payment and performance bond, whereupon the Bid Bond will be returned. If the Successful Bidder fails to execute and deliver the Contract, provide proof of the required insurance coverage(s) and/or furnish the required payment and performance bond within seven (7) business days of the Notice of Award, SFRTA may annul the Notice of Award and the entire sum of the Bid Bond shall be forfeited to SFRTA as liquidated damages. The attorney in fact or other officer who signs a Bid Bond for a surety company must file with such a Bid Bond a certified copy of his power of attorney authorizing him to do so.

c) Once the notice to award has been issued, a firm that is not recommended for award must notify SFRTA in writing, within seven (7) business days of the Notice, if the firm wants the original Bid Bond returned.

☐ PAYMENT AND PERFORMANCE BOND (Applicable if box checked) This project requires the Contractor to provide a payment and performance bond in compliance with the requirements of the General Terms and Conditions.

3.5 LICIENSING REQUIREMENTS

☐ (Applicable if box checked)

3.6 INSURANCE REQUIREMENTS

Contractor shall provide, pay for, and maintain in force at all times during the Services to be performed the policies set forth below. All certificates of insurance shall be subject to approval by SFRTA as to form and content. These requirements are subject to amendment or waiver only if approved by SFRTA in writing. A lapse in any required insurance coverage during the term of the Contract Documents shall be a material breach of the Contract Documents.

SFRTA reserves the right to reject coverage from any company not acceptable to SFRTA and to require Contractor to obtain coverage from another source. Self-insurance shall not be acceptable under the terms of the Contract Documents.

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Contractor shall furnish a certificate(s) of insurance (“Proof of Insurance” - see below) to SFRTA within ten (10) business days of Contractor's receipt of fully executed Contract Documents. The certificates must include on their face that the insurance coverage provided shall include endorsements containing the specific requirements of A, B, C and D of Section A.1 below. If the insurance certificate(s) is received within the specified time frame, but not in the manner prescribed, Contractor shall be verbally notified of such deficiency and shall have an additional five (5) business days to submit a corrected certificate to SFRTA. If Contractor fails to submit the required insurance certificate(s) in the manner prescribed within fifteen (15) business days from the receipt of fully executed Contract Documents, the Contractor may be in default, and the Contract Documents may be rescinded. Under such circumstances, Contractor may be prohibited from submitting future responses to SFRTA procurements.

Such policy or policies shall be issued by a company or companies authorized to transact business in the State of Florida or an eligible surplus lines insurer in good standing with the Florida Insurance Commissioner's Office.

Contractor shall use the Standard “ACORD” 25 Certificate of Liability Insurance form and Acord form 101, Additional Remarks Schedule, if necessary, evidencing that Contractor has met the insurance requirements.

Coverage shall be at least as broad as follows:

A.1 Contractor shall provide Commercial General Liability (CGL) Insurance afforded on an Occurrence-form no more restrictive than the latest edition of the CGL Policy (ISO form CG 00 01) as filed for use in the State of Florida by the Insurance Services Office (ISO) without any restrictive endorsements other than those which are required by the State of Florida or those which, under an ISO filing, must be attached to the policy (i.e.

mandatory endorsements) and those described below which would apply to the Services contemplated by the Contract Documents.

At a minimum, the CGL policy described above shall include policy limits of:

A. One Million Dollars ($1,000,000) for each occurrence of bodily injury and property damage

B. One Million Dollars ($1,000,000) per occurrence and policy aggregate for personal injury and advertising injury

C. One Million Dollars ($1,000,000) General Aggregate Limit (Per Project)

In addition, Contractor’s coverage shall provide:

A. An endorsement giving SFRTA a minimum of thirty (30) days’ notice of cancellation for nonpayment of premium and thirty (30) days’ notice of cancellation for any other reason, nonrenewal and/or added restriction.

B. An endorsement naming SFRTA and FDOT as additional insureds. Coverage shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 (ongoing operations) and

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CG 20 37 (completed operations) forms. Coverage shall be Primary and Non- Contributory in favor of SFRTA.

C. That the coverage provided to the additional insureds by the Contractor is primary to any other insurance coverage or self-insurance maintained by the additional insureds. To the extent other insurance may respond to a claim, it shall be considered excess to the limits of Contractor’s insurance policies required by the Contract Documents.

D. An endorsement stating that the insurance company waives all of its rights of recovery under subrogation, a transfer of rights, or otherwise, against SFRTA, any additional insureds, separate contractors, and subcontractors.

E. A deductible no greater than $50,000, unless approved by SFRTA. All deductible amounts shall be borne by the Contractor.

F. When working within fifty (50) feet of railroad track, the following endorsement:

Contractual Liability Railroads ISO Form CG 24 17 10.

G. No XCU (explosion, collapse and underground) exclusion.

H. Separation of Insureds endorsement.

I. Defense Costs in addition to the limits of liability.

J. No exclusion for Punitive Damages.

All Subcontractors retained or hired for the Work shall be required to maintain coverages, limits and term no less restrictive than those required of the Contractor. The Contractor shall be responsible for monitoring insurance compliance of all its Subcontractors.

Additionally, Contractor shall make available to SFRTA proof of insurance of all Subcontractors upon request.

A.2 Contractor shall provide Worker’s Compensation Insurance applicable to all employees in compliance with the "Workers' Compensation Law" of the State of Florida and all applicable federal laws. In addition, the policy(ies) must include Employer's Liability, including Federal Employers Liability Act coverage, with the minimum limit of One Hundred Thousand Dollars ($100,000). Each Accident, and ($100,000) Each Employee

A.2.1 Contractor and its Insurer(s) shall waive subrogation against SFRTA for injuries, including death, to employees of Contractor or any subcontractor working at any SFRTA site, regardless of cause, unless such injuries are the direct result of the willful misconduct or criminal negligence of SFRTA.

A.3 Contractor shall provide Business Automobile Liability with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Contractor shall specifically protect SFRTA by obtaining an endorsement to its Automobile Liability policy naming SFRTA. Coverage must be afforded on a form no more restrictive than the latest edition of the business

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Automobile Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office with the State of Florida, and must include the following coverages:

A. Owned vehicles;

B. Hired and non-owned vehicles;

C. Employees’ non-ownership; and, D. Personal Injury, Property Damage, Uninsured Motorist, Collision, and Comprehensive coverages.

E. ISO Endorsement CA2070 shall also be included in the Commercial Auto Policy

A.4 (Not Applicable) Umbrella/Excess Liability Insurance of no less than Four Million Dollars Per occurrence ($4,000,000) and Four Million Dollars in the aggregate ($4,000,000). Coverage shall be follow form to the Employers Liability, Commercial Auto and General Liability Policies.

A.5 (Not Applicable) Contractor’s Equipment. Equipment insurance that provides coverage for losses of and damage to tools, temporary structures, scaffolding, staging, forms and other personal property and/or equipment, whether owned, rented, leased or in the care, custody or control of Contractor or any Subcontractor, that are used in the performance of the Work, but are not actually incorporated into the Work (“Equipment Insurance”). Contractor’s Equipment Insurance must contain a provision requiring the insurance carrier to waive its rights of subrogation against the Indemnitees. Contractor must add the Indemnitees as additional insureds on its Equipment Insurance policy by an endorsement acceptable to Owner in its sole, but reasonable discretion. Contractor must maintain, without interruption, its Equipment Insurance from the Commencement Date through and including the date that Contractor achieves Final Completion.

(Not Applicable) Contractor shall provide All Risk Builder’s Risk Insurance covering all materials as stock or installed with: (1) a named windstorm deductible equal to five percent (5%) of total insurable values per location, per occurrence, subject to a minimum of One Hundred Thousand Dollar ($100,000) per occurrence; (2) a Twenty-five Thousand Dollar ($25,000) deductible per occurrence for all other wind and hail; and (3) a One Hundred Thousand Dollar ($100,000) All Other Perils (AOP) deductible clause, except the Special Flood deductible may be Five Hundred Thousand Dollars ($500,000). SFRTA, Contractor, and subcontractors at all tiers as their interest may appear must be included as “Additional Insured.” Coverage must be afforded on a form no more restrictive than the latest edition of the All Risk Builders Risk Policy, without restrictive endorsements, as filed by the Insurance Services Office with the State of Florida. The Contractor shall assume the liability for the deductible amounts.

A.6 (Not Applicable) Contractor shall provide Railroad Protective Insurance with a limit of not less than Two Million Dollars ($2,000,000) per occurrence/Six Million Dollars ($6,000,000) aggregate applying to Bodily Injury Liability, Property Damage Liability, or Physical Damage to property or a combination of all three. The aggregate limit shall apply

RFQ NUMBER 27-002 Page 6 of 10 separately to each job, contract, agreement, project or work order. SFRTA is to be a “Named Insured” on the policy.

A.7 (Not Applicable) Contractor shall provide Pollution Liability Insurance with a limit of not less than Five Million Dollars ($5,000,000) per occurrence and project aggregate with a Ten Thousand Dollar ($10,000) deductible clause. The Contractor shall assume the liability for the deductible amount. The policy shall cover third-party injury and property damage claims, including clean-up costs, as a result of pollution conditions arising from the Contractor's operations and completed operations. This insurance shall be maintained for no less than three years after final completion. Either Contractor’s Pollution Liability policy or Contractor’s Business Automobile Liability policy shall be endorsed to include Transportation Pollution Liability Insurance covering materials to be transported by Contractor pursuant to this Agreement. SFRTA is to be included as “Additional Insured" by endorsement to the Contractor’s Pollution Liability Insurance policy.

A.8 (Applicable) Contractor shall provide Professional Liability Insurance (Errors & Omissions) covering all project services in an amount not less than One Million Dollars ($1,000,000.00). The policy shall include a discovery period for reporting claims of not less than twelve (12) months from the date of contract completion. The Professional Liability Insurance requirement shall apply to all members of the project team within the scope of professional liability coverage for the amounts stated above.

A.9 (Not Applicable) Contractor shall obtain and maintain Cyber Insurance with a minimum limit of $5,000,000 each claim and annual aggregate. (i) First Party Coverage to include: full replacement value of, damage to, alteration of, loss of, or destruction of electronic data and/or information, Breach Response, Crisis Management & Public Relations, Cyber Extortion, Business Interruption & Extra Expense, Digital Asset Restoration, Funds Transfer Fraud, Computer Replacement Costs, Reputational Harm Loss, Service Fraud, Criminal Reward, and Invoice Manipulation. (ii) Third Party liability coverage for claims involving: Network & Information Security breaches, Regulatory Defense & Penalties, Multimedia Content, PCI Fines & Assessments, Technology E&O. invasion of privacy violations, information theft, release of private information, and extortion. (iii) The policy shall provide coverage for breach response costs, regulatory fines and penalties.

Renewal of Insurance. Contractor shall be responsible for assuring that the insurance certificates required in conjunction with this section remains in force with no changes for the duration of the contractual period. If the insurance certificate is scheduled to expire during this period, Contractor shall be responsible for submitting a new or renewed insurance certificate to SFRTA prior to expiration. In the event that expired certificate is not replaced with a new or renewed certificate, which covers the contractual period, SFRTA shall suspend this Contract and shall suspend all payments until such time as the new or renewed certificate is received by SFRTA.

Minimum Coverage. Insurance Coverage in the minimum amounts set forth herein shall not be construed to relieve Contractor of liability in excess of such coverage, nor shall it preclude SFRTA from taking such other actions as is available to it under any other provisions of this Contract or otherwise in law or equity.

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Additional Insured. In all instances where the Contractor’s insurance is required to name parties as Additional Insureds, a copy of the Additional Insured Endorsement(s) shall be attached to the Certificate of Insurance. The additional insured coverage shall be primary to the Additional Insureds and not contributing with any other insurance or similar protection available to the Additional Insureds, whether other coverage is primary, contributing or excess.

The above indicated insurance coverages shall be issued by insurers of financial responsibility that are rated “A” or better by Best’s Insurance Report, “AA” or better by Standard & Poor’s Insurance Rating Service, or “AA” or better by Moody’s Investors Service. SFRTA reserves the right to reject as inadequate any insurance coverage provided by an insurance company that is rated less than the ratings above by any of the aforementioned rating Services.

3.7 PAYMENT

Section 8 of the GTC’s “Payments” is supplemented with the following:

3.7.1 Prior to the initiation of work under any Work Order, SFRTA and Contractor shall agree, in writing, to the specific Scope of Services to be provided. The Scope of Services shall include a general and specific description of the Work to be performed, a detailed task breakdown listing the number of hours and personnel categories necessary to complete same, the final work product, and the time frame for completing the Work being performed.

SFRTA shall issue a separate Work Order and Notice to Proceed for each project or portion thereof.

3.7.2 Except for firm fixed price amount Work Orders pursuant to Section 3.7.5 below, the professional fees for establishing a Work Order will be calculated by multiplying the Average Raw Hourly Rate for each personnel category, times the allowed overhead multiplier, times the allowed profit for labor hours and then adding the total fees for each task. Professional fees will be paid to the Contractor based on actual rates, provided the fees match the Employee Classification for each Discipline based on the Contractor’s Schedule of Hourly Rates, listing the Contractor’s certified wage rates. All actual rates submitted with Contractor’s invoice must be pre-approved by SFRTA and submitted with a certified payroll. New employees’ pre-approved rates will have no effect on the Average Raw Hourly Rate for each personnel category. The hourly rates shall apply only to time directly attributable to the services performed under this Agreement and shall exclude travel time and invoice preparation time. The Average Raw Hourly Rates established for each personnel category will be in effect for the duration of the Agreement.

3.7.3 In addition to professional fees, SFRTA will pay Contractor, at direct cost without markup, reasonable and appropriate reimbursable expenses, including, but not limited to, the following: printing and reproductions, photographs, material and environmental laboratory tests, express delivery charges, permit fees and other expenses pre-approved in writing by SFRTA. Express delivery charges for Contractor’s invoices are not reimbursable. Expenses resulting from delays or errors on the part of Contractor will not be eligible for reimbursement. SFRTA will not pay Contractor any expenses for travel, mileage or meals in Miami-Dade, Broward or Palm Beach counties except as provided in

RFQ NUMBER 27-002 Page 8 of 10 paragraph 3.7.3.1. Reimbursable expenses will not be paid without the prior express written approval of the expenses by SFRTA.

3.7.3.1 Travel expenses for out of town personnel will be paid only with the prior express written consent of SFRTA and in accordance with the provisions of Chapter 112, Florida Statutes. Out of town personnel will be eligible for meal reimbursement per Chapter 112, Florida Statutes. Local mileage will only be authorized for projects involving an unusual amount of local travel and must be pre-approved, in writing, by SFRTA’s Project Manager. Consultant shall submit an estimate of the travel expenses to the Project Manager for approval prior to incurring any travel expenses.

3.7.4 Work Orders

3.7.4.1 Each Work Order shall be a maximum not-to-exceed amount for professional fees with an estimate for reimbursable expenses. The agreed upon Work Order amount may not be exceeded.

3.7.4.2 The Contractor shall prepare a monthly progress report for every invoice submitted under a Work Order. The report shall address, but is not limited to, descriptions of work completed, work in-progress, work to be accomplished, problems encountered and solutions to the problems, schedule compliance, cost estimates, budget compliance, and Disadvantaged Business Enterprise participation. The report shall include forecast and actual milestones. An updated schedule shall be submitted with the report. The report shall be in a format prescribed by SFRTA. Reports shall be submitted no later than 12:00 PM on their due date.

3.7.4.3 Progress reports shall provide total hours spent by each employee on listed tasks. SFRTA reserves the right to request specific time recordkeeping for each employee.

Time recordkeeping increments for services rendered shall not exceed 15 minutes.

3.7.4.4 The Contractor shall notify SFRTA when eighty percent (80%) of the maximum-not-to-exceed fees and expenses authorized under a Work Order have been expended. Before making additions or deletions to the work described in the Agreement, and before undertaking any changes or revisions to such work, the parties will negotiate any necessary cost changes and will enter into an amendment to the Work Order covering such work and compensation.

3.7.5 SFRTA has the sole discretion to issue Work Orders for firm fixed price amounts.

Prior to issuing a Work Order with a firm fixed price, SFRTA and Contractor shall establish a schedule of milestones and value for the work to be completed for each milestone. At SFRTA’s direction, Contractor shall be required to produce a cost loaded schedule for the Work Order. Monthly payment of the Contractor’s professional fees shall be determined by one of the following methods: (1) the value of work completed for each milestone, (2) the value of the work completed established in the cost loaded schedule, or (3) by the percentage of the work satisfactorily completed. Payment by the third method shall be a percentage of the firm fixed price. The percentage of the work satisfactorily completed shall be established by mutual agreement between the Project Manager and Contractor, with approval of the Contract Administrator.

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3.7.6 SFRTA shall pay the Contractor only the professional fees necessary to perform a specific Work Order and Contractor shall not be paid by SFRTA for any business development costs incurred by Contractor in preparing scopes of services, project budgets and other related tasks necessary for SFRTA to issue a Notice to Proceed and Work Order.

3.7.7 The costs and fees as used herein for payment of Contractor’s professional services shall mean the Actual Raw Hourly Rate paid to the personnel engaged directly on the Work Order. The Contractor shall be paid the actual audited overhead costs on the Actual Raw Hourly Rates, which shall include fringe benefits such as: sick leave, vacation, holiday, unemployment, excise and payroll taxes, contributions for social security, unemployment compensation insurance, retirement benefits, medical and insurance benefits, as well as administrative costs for preparation of invoices and other related tasks. The Contractor and SFRTA agree that a ten percent (10%) profit on labor costs for engineering, studies, design, and similar activities, and eight percent (8%) profit on labor cost for administration, inspection activities, and similar activities, shall be paid on the total labor value of the Work Order. The Work Order shall specify the Contractor’s overhead and profit. Separate and lower overhead rates for professional services and/or staff outside of Contractor’s home office (i.e. staff contracted to SFRTA) shall apply along with eight percent (8%) profit. Facilities Capital Cost of Money (FCCM) and Technology Fees will not be applicable under this Agreement.

3.8 WORK ORDER PROCESS

The following process will be followed by SFRTA in the selection of a Consultant to perform Work pursuant to a Work Order valued at more than $25,000.00, but in no more than $2,000,000.00 (subject to annual Budget limits). Any Work Orders in excess of $2,000,000 shall be subject to a separate procurement pursuant to SFRTA Procurement Policies; this requirement shall include any Work Orders that are either anticipated to exceed $2 million when originally issued or which it becomes apparent during the course of the authorized Work that the Work Order (including subsequent amendments) shall exceed $2 million (“Exceedance Determination”). If and when the applicable Chief Contracting Officer and Director of Strategic Planning make an Exceedance Determination, they shall promptly inform the Executive Director who shall initiate a separate procurement for the remainder of the Work in an expedited fashion. Nothing shall preclude Work from proceeding under the existing Work Order while the procurement is ongoing, as long as the Executive Director concludes that the Work must continue for financial, legal compliance issues or other significant issues, but such extension shall in no case exceed 6 months from the Exceedance Determination or exceed the $2,000,000.00 threshold by more than five percent or $100,000.

A. Work Order Selection Process

a. SFRTA Project Manager and Task Manager will determine the need for a Work Order based upon SFRTA’s approved Capital or Operating Budget for the fiscal year.

i. They will develop a preliminary scope, budget and schedule.

b. SFRTA will provide all of the Consultants with a Request for Work Order Proposal

(“RFWOP”), upon its determination that a Work Order is necessary under the Contract.

c. The RFWOP will include the preliminary Scope of Work.

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d. Consultants will be asked to provide a response to the RFWOP that is minimal in size and complexity. For example, a one page summary of the Consultant’s ability to perform the Work and resumes of key personnel that would be assigned to the Work.

e. The SFRTA Project Manager will establish a deadline for submittal of the responses.

No responses will be accepted after the deadline.

f. The SFRTA Project Manager and SFRTA Task Manager will review and rank the received proposals. The process will be supervised by the SFRTA Procurement Department.

g. The SFRTA Project Manager will finalize the Scope of Work and request a fee proposal from the highest-ranked Consultant and begin negotiations with that Consultant after receiving the fee proposal. Should negotiations be unsuccessful, the SFRTA Project Manager may begin negotiations with the next highest-ranked Consultant and so on, in compliance with the process outlined in Section 11 of the Procurement Policy.

B. Work Order Approval Process

a. Once a Consultant has been selected and its fee proposal is approved by the SFRTA Project Manager, the Work Order will be submitted to the Consultant for execution.

b. The executed Work Order will then be approved by SFRTA, pursuant to the SFRTA Procurement Policy.

c. Once final SFRTA approval is obtained, the Consultant will be issued a Notice to Proceed for the Work Order.

3.9 MODIFICATIONS TO GENERAL TERMS AND CONDITIONS

Section 22 Indemnification, paragraph (a) is revised as follows:

a) The Contractor shall indemnify and hold harmless SFRTA and FDOT, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor and other persons employed or utilized by the Contractor in the performance of the Contract.

Section 23 Patent Indemnity is deleted in its entirety.