5-3.0 Special Terms and Conditions Locomotive Consultant 12-18-25.pdf

RFQ NUMBER 26-006 Page 1 of 5

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 the Agreement shall be from Notice to Proceed through delivery and acceptance of all 7 of the new locomotives.

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 Payment and Performance Bond(s) for the Project if box checked below.

☐ PAYMENT AND PERFORMANCE BOND(S) (Applicable if box checked)

This Project requires the Contractor to provide a single payment and performance bond or separate payment and performance bonds, which collectively are in compliance with the requirements of the General Terms and Conditions and Section 255.05, Florida Statutes (collectively referred to in this section as the “Bonds”).

3.5 LICENSING 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

RFQ NUMBER 26-006 Page 2 of 5 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.

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) Products and Completed Operations Aggregate Limit

RFQ NUMBER 26-006 Page 3 of 5

D. Two Million Dollars ($2,000,000) General Aggregate Limit

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 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. 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. Separation of Insureds endorsement.

H. No exclusion for Punitive Damages.

All Subcontractors retained or hired for the Work shall be required to maintain coverages and terms 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. Employer's Liability with the minimum limit of One Million Dollars ($1,000,000) Each Accident, ($1,000,000) Each Disease and ($1,000,000) 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.

RFQ NUMBER 26-006 Page 4 of 5

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 include SFRTA as an additional insured and 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, 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”).

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 separately to each job, contract, agreement, project or work order. SFRTA is to be a “Named Insured” on the policy.

A.7 (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.8 (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, RFQ NUMBER 26-006 Page 5 of 5

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 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.

Additional Insured. In all instances where the Contractor’s insurance is required to include 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”. 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 The professional fees and expenses for establishing the Work will be negotiated.

Payment will be based on the final negotiated Fee Proposal.

3.7.2 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. Consultant shall submit an estimate of the travel expenses to the Project Manager for approval prior to incurring any travel expenses.