RFP-25-6_Bio_Eco_Services_Contract_solicitation_draft-Addendum_1.pdf

RFQ-25-6

**NOTE TO PROSPECTIVE BIDDER(S): THE FOLLOWING IS PROVIDED FOR

REFERENCE AND PLANNING PURPOSES ONLY AND REMAINS SUBJECT TO

FINALIZATION.**

CONTINUING CONTRACT

FOR BIOLOGICAL AND ECOLOGICAL SERVICES

THIS CONTINUING CONTRACT FOR BIOLOGICAL AND ECOLOGICAL SERVICES

(the “Agreement”) is made and entered into on the last date signed below (the “Effective Date”), by and between the CANAVERAL PORT AUTHORITY, a political subdivision of the State of Florida, whose address is 445 Challenger Road, Suite 301, Cape Canaveral, Florida 32920 (“CPA”), and [ENTITY], [entity type], whose address is [insert] (“Contractor”). From time to time, CPA and Contractor may be referred to individually as a “Party” or collectively as the “Parties”.

WHEREAS, CPA desires to obtain professional services for a variety of tasks as more particularly described below (each a “Continuing Service Project” or collectively, the “Services”);

WHEREAS, CPA issued Request for Proposals Number RFQ-25-6 (“RFQ”), and Contractor submitted a responsive proposal (the “Proposal”);

WHEREAS, Contractor was chosen by CPA to furnish the professional services solicited, and CPA and Contractor desire to enter into this Agreement to memorialize the terms under which Contractor will provide its professional services.

NOW, THEREFORE, CPA and Contractor, for and in consideration of the provisions, mutual promises, covenants and conditions herein, agree as follows:

I. CONTRACT DOCUMENTS. The “Contract Documents” consist of the following:

A. This Agreement, inclusive of all attached exhibits;

B. The RFP, inclusive of all addenda; and C. Contractor’s Proposal, inclusive of all attachments.

With respect to any conflicts between this Agreement, the RFQ, and Contractor’s

Proposal, any such conflict shall be resolved by first looking to this Agreement, second looking to the RFP, and third to Contractor’s Proposal.

II. SERVICES

A. Scope of Services: Contractor’s responsibility under this Agreement is to provide the Services as shown on Exhibit “A” (“Scope of Services”), attached hereto and incorporated herein, including all professional staff, materials, equipment, supplies, and other resources necessary to perform the Services.

On an as-needed basis, CPA will contact Contractor to review the Services required.

Contractor may then submit a responsive proposal for CPA’s review (the “Work Proposal”). The proposal shall include a detailed and itemized description of the scope and cost of the services to be performed by Contractor for the Continuing Services Project, and a schedule for the timely and successful completion of Contractor’s services for the Continuing Services Project. If CPA accepts the Work Proposal, CPA shall issue a Purchase Order for Contractor’s Services for the assigned Continuing Service Project. Contractor acknowledges and agrees that CPA is not required or obligated in any manner whatsoever to accept the Work Proposal or award any specific amount of work, if any, pursuant to this Agreement.

B. Additional Services: CPA may, from time to time, authorize Contractor in writing to perform additional Services, in which event Contractor shall perform same in accordance with this Agreement. Any such additional Services shall be set forth in a written change order (“Change Order”), executed by both Parties, and which shall be governed by the terms and conditions of this Agreement unless otherwise expressly set forth therein. Any additional Services performed by Contractor prior to execution by both Parties of a Change Order shall be done at Contractor’s sole risk and shall not be compensated by CPA. Such additional Services may, upon the mutual consent of the Parties, be performed on a fixed price basis not to exceed the rates set forth on Exhibit “B”.

III. TERM; TERMINATION; SUSPENSION AND DELAY

1. Term: This Agreement shall be effective on July 1, 2025 and shall continue in effect for three (3) years (the “Initial Term”). Unless otherwise terminated or cancelled as provided below, this Agreement may be extended upon the written consent of CPA, for a total of no more than two (2) additional one (1) year periods (each an “Extension Period”). Any extension of this Agreement is contingent upon satisfactory performance evaluations by CPA and subject to the availability of funds during the Term. The Initial Term, together with any properly authorized Extension Terms, are collectively referred to as the “Term”.

2. Completion of Authorized Purchase Order(s): No work shall be authorized or issued after the expiration of the Term. However, actual completion of the Services pursuant to a properly authorized Purchase Order may extend up to 180 days beyond the Term, unless the Agreement is terminated as otherwise provided herein.

3. Termination:

(A) CPA may terminate this Agreement for convenience, without cause and without prejudice to any other right or remedy of CPA, upon thirty (30) calendar days’ written notice to Contractor.

(B) CPA may terminate this Agreement for cause, without prejudice to any other right or remedy of CPA, if Contractor fails to substantially perform its obligations in accordance with this Agreement; the applicable professional standard(s) of care;

or all lawful and reasonable directives or instructions of CPA.

(C) Contractor may terminate this Agreement for cause, without prejudice to any other right or remedy of Contractor, if CPA fails to substantially perform its obligations under this Agreement and fails to cure any such nonperformance within thirty (30) days of CPA’s receipt of written notice of said nonperformance.

(D) Upon termination, Contractor will be paid for all authorized Services satisfactorily performed and authorized expenses incurred up to the termination date. CPA will thereafter have no further obligation to Contractor for payment of compensation under this Agreement. Contractor shall not be paid on account of any loss of anticipated profits or revenue or other economic loss arising out of or resulting from the termination.

(E) Any Purchase Order issued pursuant to this Agreement may also be terminated as set forth herein. Unless otherwise stated in any written notice of termination of a Purchase Order, the termination of the Purchase Order shall not operate to terminate this Agreement. Unless stated otherwise in any written notice of termination of this Agreement, any termination of this Agreement shall also constitute a termination of any Purchase Order issued pursuant to this Agreement.

(F) Termination or non-renewal of the Agreement or a Purchase Order will not relieve Contractor of any obligations for any deliveries required to be delivered prior to the termination or non-renewal. Termination or non-renewal of the Agreement will not relieve Contractor of any obligations for liabilities resulting from any acts committed by Contractor prior to the termination of the Agreement.

4. Suspension, Delay, or Interruption of Services:

(A) CPA may suspend, delay, or interrupt the Services of Contractor under a Purchase Order for the convenience of CPA. In such event, Contractor’s schedule for assigned project shall be equitably adjusted. An adjustment to Contractor’s schedule for the period of any suspension, delay, or interruption of Services for any assigned project shall be Contractor’s sole and exclusive remedy for any suspensions, delays, or interruptions to the performance of Contractor’s Services and for any other time impacts arising in connection with the performance of Contractor’s Services under this Agreement, and Contractor shall not be entitled, under any circumstances, to any monetary or other damages for delay or other time impact.

(B) If a Continuing Service Project is abandoned or suspended by CPA, CPA shall pay Contractor for all authorized Services satisfactorily performed and authorized expenses incurred up to the date of abandonment or suspension. CPA will thereafter have no further obligation to Contractor for payment of compensation under this Agreement unless and until a Continuing Service Project is resumed by CPA, and, then, payment for resumed Services shall be made in accordance with the payment provisions of this Agreement and Florida law. Unless CPA authorizes in writing, Contractor shall not perform any Services, and shall not be entitled to receive payment from CPA on account of any services performed, during the period of suspension or after abandonment. Contractor shall not be paid on account of any loss of anticipated profits or revenue or other economic loss arising out of or resulting from the abandonment or suspension.

5. Time of Completion: Contractor shall commence its Services for a Continuing

Service Project upon receipt of a Purchase Order issued by CPA. Time is of the essence in the performance of the Services. Contractor shall diligently and in a timely manner perform Services to ensure timely completion in accordance with the schedule accepted by CPA for the Continuing Service Project.

IV. COMPLIANCE WITH LAWS AND OTHER REQUIREMENTS

In the performance of its Services, Contractor shall be familiar with and shall comply with all applicable federal, state, and local laws, statutes, rules and regulations, and lawful orders of governmental, public and quasi-public authorities and agencies having jurisdiction over any assigned project or in any way affecting the Services. Contractor shall also be familiar with and shall furnish its Services in accordance with the highest industry standards and applicable professional standard of care under Florida law.

V. COMPENSATION TO CONTRACTOR

CPA shall pay Contractor for the Services authorized by a Purchase Order and satisfactorily completed and furnished to CPA in accordance with the following:

1. The Fee Schedule of Contractor, attached hereto and incorporated herein as Exhibit “B”. No additional fee shall be payable to Contractor under this Agreement or any Purchase Order for Services for an assigned project if the actual cost of the Services exceeds the amount in Exhibit “CB” or Contractor’s Proposal. No overtime payment shall be due unless authorized by CPA in writing prior to the performance of any overtime work. Exhibit “B” may be modified only by a written Change Order to this Agreement executed by the Parties.

2. Upon receipt of written approval of CPA, Contractor may engage the services of other professionals when necessary to complete Contractor’s Services authorized by a Purchase Order. In these circumstances, Contractor shall bill CPA only for the actual and reasonable amounts that Contractor paid to such other professionals, and Contractor shall not be entitled to any mark-up on the fee for services of other professionals.

3. If the total amount to be paid to Contractor in connection with any Continuing Service Project exceeds the threshold amount provided in Section 287.017, Florida Statutes, as may be amended, for CATEGORY FOUR purchases (which threshold amount at the time of executing this Agreement is $195,000.00), Contractor shall execute and furnish to CPA a Truth-in-Negotiation certificate stating that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of the issuance of each Purchase Order. The original Purchase Order price and any additions thereto will be adjusted to exclude any significant sums that CPA determines the Purchase Order amount was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs.

4. For each Continuing Service Project, Contractor shall submit an invoice, no more frequently than on a monthly basis, describing the Services performed and expenses incurred during the applicable period. Contractor’s invoices shall be submitted with detail satisfactory to CPA and sufficient for a proper pre-audit and post-audit of said invoices.

5. Contractor agrees to keep and maintain all of its direct personnel expense records, Contractor expense records and other expense records pertaining to Continuing Service Project(s) on a generally recognized and acceptable accounting basis.

Contractor further agrees to keep and maintain accurate time records to within the nearest one-tenth (1/10) of an hour for each time entry, of all Services performed by employees of Contractor. All of the foregoing records and documentation shall be retained by Contractor for a minimum of three (3) years from the date of termination of this Agreement or the date a Purchase Order is completed, or such longer time as may be required by this Agreement or law, whichever is later. These records and documentation shall be available to CPA or CPA’s designated representatives for inspection and copying at all reasonable times.

VI. SUBCONTRACTORS

If Contractor, as part of the performance of its Services hereunder, desires to or does commission other contractor(s) or Contractor(s) (“Subcontractor”), then the following provisions shall apply:

1. Contractor shall obtain CPA’s written consent prior to engaging the services of any proposed Subcontractor;

2. CPA shall not be liable to Contractor in any manner arising out of CPA’s non-consent to a proposed Subcontractor;

3. All Subcontractors shall be qualified to perform any services contemplated by this Agreement and any Subcontractor agreement between Contractor and the Subcontractor;

4. Contractor shall direct and coordinate the services and work product of any and all Subcontractors commissioned by Contractor, including, but not limited to, reviewing and approving any services produced or furnished by any and all Subcontractors before furnishing same to CPA;

5. Contractor shall bear full responsibility under this Agreement for all services performed by or for Contractor and any Subcontractor(s) of any tier, including, but not limited to, each Subcontractor's errors, omissions, and deficiencies, and nothing herein or any Subcontractor agreement shall in any way relieve Contractor from any of its duties under this Agreement;

6. The costs of all Subcontractors’ services in the performance of any Services performed on a time-and-materials or cost-reimbursable basis shall be billed without Contractor markup;

7. CPA shall have no obligation to pay, or be responsible in any way, for the payment of any monies to any Subcontractor, except as may otherwise be required by applicable law;

8. Contractor shall, at a minimum, incorporate into all Subcontractor agreements provisions that are substantially similar to those provisions contained herein, and, to the extent of the Services to be performed by the Subcontractor, to assume toward Contractor all obligations that Contractor assumes toward CPA in this Agreement; and

9. CPA shall be a third-party beneficiary of all obligations under any Subcontractor agreement between Contractor and any Subcontractor; however, nothing contained herein or therein shall create any contractual relationship between CPA and any Subcontractor or any obligation of CPA to any Subcontractor.

VII. REPRESENTATIONS

Contractor hereby represents to CPA that:

1. Contractor has the education, experience, skill, and knowledge necessary to perform the Services under this Agreement and as required by the RFP;

2. Contractor is, and all of its Subcontractors of any tier shall be, authorized to do business in the State of Florida, qualified, and properly licensed, if applicable, to perform their respective scopes of the Services contemplated by this Agreement, Purchase Order, or Subcontractor agreement, and shall maintain said licenses through the Term of this Agreement;

3. Contractor will, upon request of CPA, promptly provide satisfactory evidence of

Contractor’s and its Subcontractors’ (of any tier) qualifications necessary to perform any Services contemplated by this Agreement, Purchase Order or Subcontractor agreement, and it is understood by Contractor that CPA may, at any time, require Contractor to cease, and Contractor shall thereafter immediately cease, the utilization of any person employed in connection with the performance of the Services who, in the sole opinion of CPA, is unfit or unqualified, for the proper performance of his or her duties;

4. Contractor has the necessary financial resources and corporate approvals to execute, perform, and fulfill its obligations under this Agreement;

5. Contractor’s Work Product shall not call for the use of or infringe any patent, trademark, service mark, copyright, intellectual property, or other proprietary interest claimed or held by any person absent prior written consent from CPA and such other person; and

6. Contractor shall perform the Services in accordance with generally accepted professional standards and in the most expeditious and economical manner, and consistent with the best interests of CPA.

VIII. ERRORS AND OMISSIONS

1. Contractor shall, at its own expense and without any expense to CPA, promptly correct or revise any errors, omissions, or deficiencies in the Services or Contractor Work Product produced pursuant to this Agreement and, promptly thereafter, provide to CPA such corrected Services or Contractor Work Product.

2. Contractor shall be obligated and responsible to CPA for, and Contractor shall promptly and forthwith pay to CPA upon demand of CPA, any and all damages and additional costs and/or expenses incurred, sustained, or paid by CPA, or for which CPA may otherwise become liable, caused by or on account of any and all errors, omissions, or deficiencies made by Contractor or any Subcontractor of any tier in the performance of the Services under this Agreement and any Purchase Order.

IX. INDEMNITY AND DEFENSE

1. Indemnification. To the fullest extent permitted by applicable law, Contractor shall indemnify and hold harmless CPA, and CPA’s 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 intentional wrongful conduct of Contractor and persons employed or utilized by Contractor in the performance of this Agreement. The foregoing obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Contractor or any sub-Contractor or other individual or entity under any contract, workers’ compensation acts, disability benefits acts, or other employee benefit acts.

Nothing contained herein shall require Contractor to indemnify CPA from CPA’s own negligence, or be construed to operate as a waiver of CPA’s sovereign immunity under Section 768.28, Florida Statutes.

2. Defense and Indemnity Obligations Severable. The defense and indemnity obligations set forth above are independent and severable. In all cases in which Contractor has a duty to defend CPA, CPA shall have the right to select defense counsel and to approve the terms of any proposed settlement.

The covenants of this section shall survive the termination or expiration of this Agreement for whatever cause.

X. INSURANCE REQUIREMENTS

1. Types and Limits of Insurance Required: Contractor agrees to maintain, on a primary basis and at its sole expense the following insurance coverages, limits, including endorsements described herein during the term of performance of services.

The requirements contained herein, as well as CPA’s review or acceptance of insurance maintained by Contractor, is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this Agreement:

i. Commercial General Liability: Contractor agrees to maintain Commercial General Liability coverage with a limit of not less than One-Million Dollars ($1,000,000.00) Each Occurrence combined single limit for bodily injury and property damage. Contractor agrees its coverage will not contain any restrictive endorsement(s) excluding or limiting Product/Completed Operations, Independent Contractors, Broad Form Property Damage, Contractual Liability or Cross Liability.

Coverage must also include Premises and/or Operations Coverages.

ii. Business Automobile Liability: Coverage at a limit of not less than three hundred thousand dollars ($300,000.00) Each Occurrence combined single limit for property damage and bodily injury. Coverage shall include liability for Owned, Non-Owned, Hired and Any Auto if applicable.

iii. Worker’s Compensation Insurance and Employers Liability: Per Florida law, as amended from time to time, and all applicable federal laws including USL&H and Jones Act Insurance if required by applicable law. Said policy shall include Employers Liability Insurance with minimum limits of Five Hundred Thousand dollars ($500,000.00) each accident.

iv. Professional Liability: Coverage in the amount of no less than $2,000,000 per occurrence.

v. USL&H and Jones Act: Coverage in the amount of no less than $1,000,000 for each accident for bodily injury and not less than $1,000,000 for each employee for bodily injury or disease if required by federal law

vi. Commercial Umbrella/Excess Liability. Coverage in the amount of no less than $1,000,000 per occurrence.

vii. Additional Insured: Contractor agrees to endorse Canaveral Port Authority as additional insured on all liability policies.

viii. Waiver of Subrogation: Contractor agrees by entering into this Agreement to a Waiver of Subrogation in favor of Canaveral Port Authority for each required policy herein. When required by the insurer or should a policy condition not permit Contractor to enter into a pre-loss agreement to waive subrogation without an endorsement, then Contractor agrees to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others or its equivalent.

2. Evidence of Insurance: Contractor shall file with CPA prior to commencing any Services under this Agreement, and at such other times requested by CPA, a Certificate(s) of Insurance evidencing the insurance coverage required herein. Any Acceptance of Certificates of Insurance by CPA shall in no way relieve Contractor of any duty or responsibility under this Agreement. Prior to commencing any Services under this Agreement and thereafter upon CPA’s request, Contractor shall promptly furnish or cause to be furnished to CPA complete copies of all policies of insurance procured and maintained by Contractor and its Subcontractors of any tier in connection with Contractor’s insurance obligations under this Agreement. Failure to comply within 15 days may result in termination of the award and agreement. The Certificates of Insurance shall be forwarded directly to the following:

Canaveral Port Authority Risk Management Department 445 Challenger Road, Suite 301 Cape Canaveral, FL 32920

3. Subcontractors’ Insurance: Contractor shall require and ensure that its

Subcontractors of any tier procure and maintain insurance in like form and amounts.

4. Notice of Cancelation and Renewal of Insurance: The insurance policies shall provide a specific endorsement that the insurance policy shall not be canceled or reduced in an amount or coverage below the requirements of this Agreement, without at least thirty (30) days’ advanced written notice to CPA as Additional Insured. In the event any insurance coverage expires prior to the completion of the Services, renewal Certificates of Insurance shall be furnished to CPA by no later than thirty (30) days prior to the date of expiration.

XI. EVENTS OF DEFAULT

Provided such failure is not the fault of CPA or outside the reasonable control of Contractor, the following non-exclusive list of events, acts, or omissions, shall constitute events of default:

1. Any material breach of this Agreement by Contractor, including but not limited to:

failure to timely deliver a material deliverable; failure to perform the minimal level of services required for a deliverable; discontinuance of the performance of the work;

failure to resume work that has been discontinued within a reasonable time after notice to do so; or abandonment of the Agreement;

2. The commitment of any material misrepresentation or omission of any materials, or discovery by CPA of such, made by Contractor in its performance pursuant to this Agreement or in its Proposal;

3. Failure to honor any term of this Agreement;

4. Failure to abide by any statutory, regulatory, or licensing requirement;

5. Failure to pay any and all entities or individuals furnishing labor or materials, or failure to make payment to any other entities as required by this Agreement; or

6. Failure to maintain insurance required by this Agreement.

XII. REMEDIES

Nothing in this Agreement shall limit CPA’s right to pursue its remedies for damages under this Agreement at law or in equity. CPA may, in addition to other remedies available to it, at law or in equity and upon notice to Contractor, retain such monies from amounts due to the Contractor as may be necessary to satisfy any claim for damages, penalties, cost and like asserted by or against it.

XIII. NOTICES. All notices, consents, acknowledgments, requests, or other communications required or permitted hereunder must be in writing and delivered by: (i) hand delivery; (ii) a nationally recognized overnight delivery service; (iii) United States mail, certified, postage prepaid, and return receipt requested. The addresses of the Parties for delivery of any such notices, consents, acknowledgments, requests or other communications are as follows:

If to Contractor to:

Attn.:

Phone:

If to CPA to:

Canaveral Port Authority 445 Challenger Road, Suite 301 Cape Canaveral, Florida 32920 Attn.: Senior Director, Environmental Phone: (321) 394-3256

With copy to (at same address):

Attn.: VP & General Counsel or to such other address as may hereafter be designated by a Party by the giving of notice to the other Party in accordance with this section. Notices, consents, requests, acknowledgments, or other communications will be deemed delivered and received when actually hand delivered if sent by method number (i) above; the next business day after if sent by method number (ii) above; and three (3) days after mailing if sent by method number (iii) above.

XIV. MISCELLANEOUS PROVISIONS

1. DBE Obligation: Contractor agrees to ensure that Disadvantaged Business Enterprises as defined in 49 CFR Part 23, as amended, have the maximum opportunity to participate in the performance of this Agreement. In this regard, Contractor shall take all necessary and reasonable steps in accordance with 49 CFR, Part 23, as amended, to ensure that the Disadvantaged Business Enterprises have the maximum opportunity to compete for and perform contracts.

2. Equal Employment Opportunity: In connection with the award performance of its obligations under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of race, ethnicity, age, creed, color, sex, gender, religion, physical disability, or national origin. Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, ethnicity, age, creed, color, sex, gender, religion, physical disability, or national origin.

Such action shall include, but not be limited to, the following: employment upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall insert this provision in all subcontracts under this Agreement except subcontractors for standard commercial supplies or raw materials.

3. Prohibited Interests: No member, officer, or employee of CPA during his or her tenure or for two (2) years thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.

4. Certification of Restrictions on Lobbying: Contractor agrees that no federal appropriated funds have been paid or will be paid by or on behalf of Contractor, to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant loan or cooperative agreement.

If any funds other than federal appropriated funds have been paid by Contractor to any person for influencing or attempting to influence an officer or employee of any federal Contractor, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this contract, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. Contractor agrees to include the language of this paragraph in award documents for all subcontracts and requires all subcontractors to certify and disclose accordingly.

5. Advertisements, Permits, and Access: Unless otherwise agreed, CPA will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and those items necessary for Contractor’s services or Project construction. Note this does not include Contractor’s security access requirements.

6. No Third-Party Beneficiaries: This Agreement gives no rights or benefits to anyone other than CPA and Contractor and has no third-party beneficiaries.

7. Governing Law: This Agreement is governed by and must be construed and interpreted in accordance with the law of the State of Florida without regard to its choice of law provisions.

8. Jurisdiction and Venue: With respect to any claim or cause of action, whether in law or equity and regardless of the nature of the claim or cause of action, arising out of or relating to this Agreement or the services or work performed under this Agreement, CPA and Contractor consent to the sole and exclusive jurisdiction and venue in a court of competent jurisdiction located in Brevard County, Florida. The parties waive any objection to the jurisdiction or venue of any such claim or cause of action and waive any objection based upon forum non conveniens or any other law providing for change or transfer of venue.

9. Dispute Resolution: Before filing any lawsuit against each other arising out of or relating to this Agreement or the performance thereof, CPA and Contractor will use their best efforts to resolve amicably any dispute.

11. Prohibition Against Contingent Fees: Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.

12. Prohibition Against Contracting with Scrutinized Companies: This Agreement may be terminated at the option of CPA if Contractor is found to have submitted a false certification, as required by Section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria.

13. Public Records Law: CPA is a public entity subject to Chapter 119, Florida

Statutes (“Florida Public Records Law”). In the performance of the services set forth herein, unless exempt from public access by Article I, Section 24(a) of the Florida Constitution or Section 119.07, Florida Statutes, Contractor shall, in accordance with Section 119.07, Florida Statutes, allow public access to all documents, papers, letters, or other material made or received by Contractor in conjunction with this Agreement. Contractor’s failure to do so shall constitute cause for CPA to terminate this Agreement.

IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER

119, FLORIDA STATUTES, TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS

PERTAINING TO THIS AGREEMENT, CONTACT THE CPA’S CUSTODIAN OF PUBLIC

RECORDS AT (321) 783-7831, <publicrecords@portcanaveral.com>, or Canaveral Port Authority, 445 Challenger Road, Suite 301, Cape Canaveral, FL 32920, Attn.: Assistant Director, Records, Archives and History.

14. Attorneys’ Fees: In any action or legal or equitable proceeding to enforce any part or provision of this Agreement or any Purchase Order relating to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party the prevailing party’s its reasonable attorneys’ fees, costs and disbursements, at the trial and appellate levels.

15. Binding Effect: CPA and Contractor, respectively, bind themselves, their successors and permitted assigns to the other party to this Agreement, and this Agreement shall be binding upon, will inure to the benefit of, and will be enforceable by and against CPA and Contractor and their respective successors and permitted assigns. Neither CPA nor Contractor shall assign this Agreement in any fashion without the written consent of the other.

16. Independent Contractor: Contractor expressly acknowledges that Contractor is an independent contractor, that it is not the representative or agent of CPA, and has no authority to act for or on behalf of CPA or to bind CPA to any agreement or in any other manner.

17. Entire Agreement: This Agreement represents the entire and integrated understanding and agreement between CPA and Contractor pertaining to the subject matter thereof and supersedes all prior negotiations, representations, agreements and understandings of the parties, whether written or oral. This Agreement may be amended only by written instrument executed by both CPA and Contractor.

18. Assignment: Contractor shall not assign or transfer its rights or delegate any of its performance under or in connection with this Agreement without prior written consent of CPA, in CPA’s sole and absolute discretion. Any purported assignment of rights or delegation of performance in violation of this provision is void.

19. Counterparts; Electronic Signatures: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument. Execution and delivery of this Agreement by electronic exchange bearing the copies of a Party’s signature shall constitute a valid and binding execution and delivery of this Agreement by such Party.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date written below.

“CPA”:

CANAVERAL PORT AUTHORITY, an independent special taxing district and political subdivision of the State of Florida, By: __________________________ Capt. John W. Murray Port Director & CEO

Date: ____________________, 2025

[SIGNATURES CONTINUED NEXT PAGE]

“CONTRACTOR”:

XXXXX, a xxxxx, By: ________________________

Name: ________________________

As Its: ________________________

Date: ____________________, 2025

STATE OF ____________

COUNTY OF __________

The foregoing instrument was acknowledged before me this _____ day of

__________, 2025, by _________________________, as _________________________, of XXXXX, a xxxxx. He/She is (check as applicable) [ ] personally known to me, or [ ] produced ____________________________ as identification.

Notary Public State of __________ At Large

Print/type name of Notary Public

Exhibit “A”

Scope of Services

The Services may include, but are not limited to:

1) Wetland delineation, mitigation, and monitoring;

2) Issues regarding endangered, threatened, and species of special concern;

3) Aquatic or invasive weed and vegetation control consultation;

4) Greenhouse gases and air pollutants;

5) Underwater noise;

6) Dredged material management and testing;

7) Compliance with local, state, and federal environmental regulations pertaining to biological and ecological issues;

8) Acting as a liaison between CPA and government agencies;

9) Preparing applications, supporting documentation, and follow-through necessary to support Environmental Resource Permit (ERP) applications to the U.S. Army Corps of Engineers, Florida Dept. of Environmental Protection, St. Johns Water Management District, Environmental Protection Agency, and other local, state, and federal agencies.

Exhibit “B”

Fee Schedule of Contractor