RFQ-25-2_-_Task_Based_Contract-Draft.pdf

RFQ-25-2 Page 1 of 24

CONTRACT

BETWEEN

CANAVERAL PORT AUTHORITY

AND

FOR

TERMINAL 2 BERTH

WATERSIDE ENGINEERING DESIGN AND PERMITTING SERVICES

RFQ-25-2 / PN-25-005B

This CONTRACT is made by and between NAME AND ADDRESS OF FIRM (hereinafter referred to as the “CONSULTANT”) and the CANAVERAL PORT AUTHORITY, a political subdivision of the State of Florida, organized and existing under and by virtue of Chapter 28922, Laws of Florida 1953, and subsequent amendatory and supplemental acts, whose address is 445 Challenger Road, Suite 301, Cape Canaveral, Florida 32920 (hereinafter referred to as the “AUTHORITY”).

WHEREAS, the AUTHORITY desires to obtain professional engineering and permitting services, consisting of marine structure demolition and new construction and dredging design and related geotechnical subsurface exploration and engineering and surveying services, from a duly qualified and licensed professional engineering consultant for the TERMINAL 2 BERTH WATERSIDE ENGINEERING DESIGN AND PERMITTING SERVICES, further described herein, on and affecting property owned by the AUTHORITY (the “Project”);

WHEREAS, the AUTHORITY is authorized to enter into contracts for professional services and has chosen to use a qualifications-based selection process pursuant to the Consultants’ Competitive Negotiation Act, section 287.055, Florida Statutes, to select a qualified engineering firm that will be available and capable of providing the necessary professional engineering and surveying services for the Project;

WHEREAS, the AUTHORITY issued Request for Qualifications number RFQ-25- 2 (“RFQ”), and the CONSULTANT submitted a responsive Qualifications Proposal; and

WHEREAS, the CONSULTANT is the entity chosen by the AUTHORITY to be the most qualified to furnish the professional services solicited, and the AUTHORITY and the CONSULTANT desire to enter into this Contract to memorialize the terms under which the CONSULTANT will provide services relating to the Project;

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

I. BACKGROUND AND PROJECT DESCRIPTION

The Canaveral Port Authority is in need of a Cruise Terminal Berth capable to berth an Oasis Class and projected next generation ship. The design of the berth to include but not limited to

TERMINAL 2 BERTH WATERSIDE ENGINEERING DESIGN AND PERMITTING SERVICES

RFQ-25-2 / PN-25-005B

PUR-RFQ-25-2 Page 2 of 24 design of berth, bulkhead wall, mooring dolphins, dredging and scour protection.

Project Name: Terminal 4 Berth Waterside Engineering Design and Permitting Services

II. SCOPE OF SERVICES

Task 1: Design and Permitting

1. Prepare the design and permit applications for the construction of the berth, bulkhead wall, tie back system, utility stations, mooring dolphins, dredging, scour protection and pier potable water service. The design shall include the following elements:

a. Design vessels will include the following cruise ship classes: Freedom, Quantum, Oasis and projected next generation. The anticipated berth length is between 1380 feet and 1450 feet.

b. Shore dolphins will be designed for increased line loads totaling up to an estimated 200 metric tons, maximum capacity of required mooring bollards to be confirmed by the Engineer through a detailed mooring and berthing analysis.

c. Berth design will include potable water stations and will be able to accommodate future fuel bunker stations and electrical shore power stations.

d. Potable water line will be designed from the water stations to connect to the landside piping and metering system. Landside system to be designed by others.

e. Berth alignment shall accommodate the alongside mooring of a fueling barge waterside of the vessel. This mooring arrangement will be configured so as to not impede the existing channel. Extensive coordination with Canaveral Pilots, Canaveral Fire Rescue, potential barge operators and USCG will be required as planned fuel types will include but not be limited to LNG.

f. Berth deck will be designed for medium-sized mobile harbor cranes and the expected wheel loads from mobile passenger gangways.

g. The elevation of the berth deck shall be coordinated with CPA’s Vulnerability Assessment report, estimated at +10 feet (MLW), and the deck will be designed to capture stormwater and direct it to landside.

h. The scour protection mat system will be designed for the larger azipods and thruster propeller jets from the design vessels.

i. The dredging will use offshore disposal for the clays and upland disposal of the sands at selected permitted sites to be coordinated with CPA. The typical limit for upland disposal of dredged material has been -13 MLLW based on past experience. Engineer will be required to coordinate disposal sites with the appropriate regulatory agencies and plan for the disposal of all dredged material produced by the project.

j. The berth will have additional conduits which will be strategically located for future equipment power and communications cabling.

k. Geotechnical subsurface exploration and geotechnical engineering will be included in this scope of work. The Engineer will provide a suggested level of data collection for the Owner’s review.

l. Bathymetric and Topographic survey data collection will be included in this scope of work. The Engineer will provide a suggested level of data collection for the Owner’s review.

m. Conduct all levels of environmental testing as required for preparation and design of proposed dredged material volumes, sampling, analyses and quality assurance plans required for EPA Section 103 authorization to place dredge materials at the

PUR-RFQ-25-2 Page 3 of 24

Canaveral Harbor ODMDS, in accordance with Marine Protection Research and Sanctuaries Act (MPRSA) regulations.

n. Prepare draft Joint Environmental Resource Permit Application for Florida Department of Environmental Protection (FDEP) and US Army Corps of Engineers (USACE) permits for dredging and berth construction. Draft applications will be initially submitted to CPA for review and comment prior to agency submittal.

o. Prepare draft Storm water Environmental Resource Permit (ERP) application to request or modify existing FDEP permit for treatment associated with wharf upland improvements. Draft applications will be initially submitted to CPA for review and comment prior to agency submittal.

p. All exterior lighting must comply with the Canaveral Port Authority’s Exterior Light Management Plan and the designer is responsible for submission of the Facility Light Management Plan.

q. Depending on berth alignment and final location, modifications to the existing federal channel limits may be required; USACE section 404 and 408.

r. Coordinate with existing fuel terminals within the port on the location of the bunker fuel line and hydrant, pipe penetration thru the bulkhead wall, and pipe supports on the pier.

2. Provide plans and specifications for the construction of Terminal 2 berth, bulkhead wall, tie back system, utility stations, stormwater management system, mooring dolphins, dredging, scour protection and berth potable water service. Prepare and submit permit applications and supporting documentation to the applicable jurisdictional regulatory authorities. Provide the necessary signed and sealed sets for all permitting agencies including but not limited to USACOE, FWC, FDEP, EPA and USCG. Respond to requests for information (RFIs) from the agencies and provide any required follow up information, studies, and data in support of obtaining all required environmental resources and any other project permits or authorizations.

3. Prepare Opinions of Probable Cost for the work at multiple stages throughout design. It is anticipated that the cost projections will be required at the 30/60/90% completion phases.

4. Attend weekly review/coordination meetings with Port staff. These meetings will be requested and conducted by Port staff from project inception to completed drawings.

5. Provide berth site plans showing the mooring arrangement for each design vessel to assist with the planning/design of the landside facilities by others.

6. Develop a design criteria package for bidding for the Terminal 2 Passenger Boarding Bridges project related to future mobile gangways and how these would be interfaced with future landside facilities. Design criteria shall match existing port systems and requirements.

7. Design and permitting shall be complete to align with the planned solicitation for construction by March 2026.

Task 2: Bidding Support

1. Coordinate with CPA staff and prepare the bid documents. Provide one electronic set of original plans (both .pdf and CAD) and specifications to be included in the bid set that will be distributed by CPA staff. Provide a minimum but not limited to 4 sets signed and sealed for the contractor to submit for permitting to CPA. Electronic signed and sealed construction set (PDF and CAD) shall be provided. Provide the necessary signed and sealed sets for all permitting agencies including but not limited to USACOE, FWC, FDEP, PUR-RFQ-25-2 Page 4 of 24

EPA and USCG. Assist with the preparation of addendums and RFI’s to be distributed by the CPA staff. Provide 4 sets of construction set documents to CPA following bid.

Task 3: Engineering and Construction Administration Services (Future Task)

1. Attend weekly construction coordination meetings conducted by CPA staff for the duration of the project. Duration of construction is anticipated to be 15 months.

2. Review contractor submittals, shop drawings, RFIs and assist CPA staff with the preparation of responses to contractor questions (preparation of field advises). Designer shall provide thorough review of all cost proposals.

3. Review the contractor's dredge quantity calculations and review the contractor's pre and post-dredging survey submittals. Assist CPA staff with dredge permit reporting, compliance, notifications and permit closeouts.

4. Perform review of contractor baseline and monthly schedule updates.

5. Perform site visits of the construction. Site visit frequency shall be directed by CPA throughout the duration of the project. Anticipated schedule: Visit the site weekly at the start of physical construction until pile driving activities commence and then three times per week during the balance of the project. Each visit will be for an average of two hours.

Take digital photos of the construction progress and provide a weekly summary report of the observations. All photos shall be provided to CPA weekly.

6. At or near the contractor's Substantial Completion, perform underwater surveys of the mat, pier and wall construction using Professional Engineer Divers. Provide a report of the findings.

7. Review and approve the contractor's As-Built drawing submittal and update the project’s AutoCAD drawings accordingly. Provide an electronic copy to CPA staff.

8. Coordination, finalization and submission of all federal permit documents as required by the project permits.

9. Claims Services: The firm selected may be tasked to provide Claims Services when and as required by the Owner. For definition purposes, Claims Services apply to providing technical support (not legal assistance) in handling disputed matters once a contractor has made written demand for payment or other relief under the contract and submitted it to the Owner’s Project Manager for decision in accordance with their Contract. A claim does not arise solely upon the occurrence of a dispute or controversy. In relation to Claims Services, the Project Manager will review disputes and claims from the construction contractor and render all assistance that the Canaveral Port Authority requires, including, but not limited to, the following:

a. Furnishing reports with supporting information necessary to resolve disputes or defend against the claims.

b. Preparation and assembly of appeal files.

c. Participation in meetings or negotiations with claimants.

d. Appearance in legal proceedings.

e. Preparation of cost estimates for use in claims negotiations.

f. Preparation of risk assessments/analyses relative to claim exposures.

g. Preparation of findings of fact and any other documentation required by the

Authority

10. Staffing: The selected firm will utilize the key personnel, specialists, and individual consultants named in their proposal, as accepted by the Canaveral Port Authority, for the Engineering and Construction Administration Services for the project.

a. It is anticipated that the team will consist of two (2) primary roles: Project Manager and Sr. Field Inspector. These individuals will be supplemented with support roles related to engineering review of submittals, inspection of construction activities, PUR-RFQ-25-2 Page 5 of 24 contractor environmental compliance inspections and oversight, and federal permit coordination and closeout.

11. Engineering and Construction Administration Services will also be required for the Terminal 2 Passenger Boarding Bridges.

Deliverables

It is anticipated that the following deliverables will be required for Task 1, Task 2 and Task 3:

Task 1: Berth and vessel layout site plans; Preliminary mobile gangway concept sketch and design criteria package; Permit sketches; Design plans and specifications at 30% complete, 60% complete, 90% complete, and 100% complete; Opinion of Probable Cost at each design phase.

Task 1 fee will be negotiated and included in the initial purchase order issued to the successful proposer.

Task 2: One set of Bid Document originals, hardcopy/electronic, PDF and CAD format for bidding, and hardcopy/electronic sets, as required, signed and sealed for the CPA Building Department Permit and other Permitting agencies; response to bidder questions; Addendums during the bid in response to bidder questions. Task 2 fee will be negotiated and included in the initial purchase order issued to the successful proposer.

Task 3: Review of submittals and requests for drawing clarifications during construction;

Underwater construction condition survey report; Weekly construction observation reports;

Updates to AutoCAD drawings. Task 3 fee will be negotiated and executed in conjunction with the construction project award.

Schedule:

Due to commitments for cruise vessel berth delivery, timely performance of all tasks under this scope of work is crucial to overall project success. It is expected that proposers will include a narrative of the approach to permitting and permit expediting in Tab 3.

Solicitation documents inclusive of 100% design and specifications will be completed by April 2026. All permits shall be obtained by March 2026 to align with construction solicitation.

Advertisement for the solicitation for the construction of the marine improvements and dredging will begin in April 2026. It is anticipated that the contract for construction will be awarded in June 2026.

Items to be furnished by CPA Engineering:

Example permits and permit conditions from past projects of a similar nature.

MPRSA Section 103 ODMDS status and/or approvals.

III. TASK BUDGET

To include line-item breakouts of each task per CPA’s request; to be coordinated.

• Task 1: Design & Permitting $

• Task 2: Bidding Support $

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• Task 3: Construction Support: Future Task

IV. PROJECT SCHEDULE

• Commencement of professional services: February 2025

• Collection of Geotechnical Subsurface Exploration Data: March 2025

• Collection of Topographic and Bathymetric Survey Data: March 2025

• Completion of 30% Project Documents: June 2025

• Completion of 60% Project Documents: September 2025

• Completion of 90% Project Documents: December 2025

• Receipt of all required Permit Documents March 2026

• Completion of Final Tender Documents: April 2026

• Advertise, Bid and Award Construction Contract: April 2026 –

June 2026

Time is of the essence in the performance of the CONSULTANT’s services and other work under this Contract. The CONSULTANT shall diligently and in a timely manner perform services and work under this Contract to ensure timely completion of said services and work in accordance with the above-referenced schedule.

V. SUBMISSION, OWNERSHIP AND USE OF CONSULTANT WORK PRODUCT

The CONSULTANT shall furnish to the AUTHORITY all reproducible copies of plans, drawings, specifications, calculations, ideas, concepts, designs, sketches, models, artwork, programs, software, reports or other tangible work product produced, originally developed, or submitted to the AUTHORITY pursuant to this Contract and any related Purchase Order (“Consultant Work Product”).

A. The CONSULTANT shall deliver to the AUTHORITY reproduced copies of all Consultant Work Product promptly upon completion of said Consultant Work Product, unless it is necessary for the CONSULTANT, in the AUTHORITY’s sole discretion, to retain possession for a longer period of time. Upon termination of the CONSULTANT’s and other work under this Contract, the CONSULTANT shall promptly deliver to the AUTHORITY all original Consultant Work Product, whether complete or incomplete. The AUTHORITY shall have the right to use any and all Consultant Work Product. The CONSULTANT shall retain copies of original Consultant Work Product for the CONSULTANT’s permanent records. However, same cannot be used by the CONSULTANT or any other person without the AUTHORITY’s prior express written consent. The CONSULTANT agrees not to recreate any designs, or other tangible Consultant Work Product contemplated by or originally produced or developed under this Contract or any related Purchase Order, or portions thereof.

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B. The AUTHORITY exclusively retains all ownership and manufacturing rights to all designs or materials developed under this Contract or any related Purchase Order. To the extent the services and other work performed under this Contract or any related Purchase Order produce or include copyrightable or patentable designs or materials, such designs or materials are work made for hire for the AUTHORITY as the author, creator, or inventor thereof upon creation, and the AUTHORITY shall have all rights therein including, without limitation, the right to reproduction, with respect to such work. The CONSULTANT shall assign to the AUTHORITY all rights without limitation, including the copyright with respect to such work. The CONSULTANT acknowledges that the AUTHORITY is the motivating factor for, and for the purpose of copyright or patent, has the right to direct and supervise the preparation of such copyrightable or patentable designs or materials.

VI. SUBCONSULTANTS

If the CONSULTANT, as part of the performance of its services and other work hereunder, desires to or does commission other consultants (“Subconsultant”), then the following provisions shall apply:

1. The CONSULTANT shall obtain the AUTHORITY’S written consent prior to engaging the services of any proposed Subconsultant;

2. The AUTHORITY shall not be liable to the CONSULTANT in any manner arising out of the AUTHORITY’s non-consent to a proposed Subconsultant;

3. All Subconsultants shall be qualified and properly licensed to perform any services or other work contemplated by this Contract and any Subconsultant agreement between the CONSULTANT and the Subconsultant;

4. The CONSULTANT shall direct and coordinate the services of any

Subconsultant commissioned by the CONSULTANT;

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

6. The costs of all Subconsultants’ services in the performance of additional services or other work performed on a time-and-materials or cost-reimbursable basis shall be billed without CONSULTANT markup;

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

8. The CONSULTANT shall, at a minimum, incorporate into all Subconsultant agreements provisions that are substantially similar to those provisions contained herein and, to the extent of the services or other work to be performed by the Subconsultant, to assume toward the CONSULTANT all obligations that the CONSULTANT assumes toward the AUTHORITY in this Contract; and

9. The AUTHORITY shall be a third party beneficiary of all obligations under any subcontract between CONSULTANT and any Subconsultant; however nothing contained herein or therein shall create any contractual relationship between the AUTHORITY and any Subconsultant or any obligation of the AUTHORITY to any Subconsultant.

VII. COMPLIANCE WITH LAWS AND OTHER REQUIREMENTS

In the performance of its services and other work under this Contract, the CONSULTANT shall be familiar with and shall comply with all applicable federal, state, and local laws, statutes, building codes, 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 and other work. The CONSULTANT shall also be familiar with and shall furnish its services and other work in accordance with the applicable professional standard of care under Florida law. When required, all deliverables prepared by the CONSULTANT shall be signed and sealed by a professional licensed to provide the subject professional services in the State of Florida.

VIII. COMPENSATION TO CONSULTANT

The AUTHORITY shall pay the CONSULTANT shall be paid for the above services as authorized by a “Purchase Order” issued by the AUTHORITY and satisfactorily completed and furnished to the AUTHORITY in accordance with the following:

A. The hourly rate schedule of the CONSULTANT, as set forth on Attachment “A” hereto. No overtime payment shall be approved by the AUTHORITY.

Although it is unlikely due to the task-based duration of this Contract, at the sole discretion of the AUTHORITY annualized cost of living Increases may be considered. If authorized by the AUTHORITY, increases shall not exceed the rate established annually by the Federal Bureau of Labor Statistics. The rate schedule may be adjusted for cost of living expenses each January 1, beginning in 2018, upon review and approval of the AUTHORITY. The hourly rate schedule may be modified only by a written change order to this Contract executed by the AUTHORITY and the

CONSULTANT.

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B. The CONSULTANT will engage and pay for services of other qualified and licensed professionals as needed to complete the CONSULTANT’s work under this Contract. The CONSULTANT will use those services approved by the AUTHORITY whenever possible, and bill the AUTHORITY only for the direct costs involved. No mark-up by the CONSULTANT will be allowed on the fee for services of other professionals.

C. The CONSULTANT shall also be reimbursed at cost, without mark-up, for the following actual and necessary costs and expenses reasonably and properly incurred by the CONSULTANT in furtherance of furnishing services or other work under this Contract, provided that the CONSULTANT furnishes to the AUTHORITY supporting documentation and/or receipts:

1. Automobile travel (excluding travel between any of the

CONSULTANT’s offices or between any Subconsultants’ offices) shall be in accordance with section 112.061, Florida Statutes;

2. Other travel and per diem expenses when requested by the

AUTHORITY and documented in accordance with section 112.061, Florida Statutes, and in accordance with the AUTHORITY’S Reimbursement Policies and Procedures;

3. Reproductions when purchased from a third party and for which the

CONSULTANT receives an invoice or a receipt showing payment.

Reproductions shall include blueprints, brown lines, reproducible, blacklines, CADD plots, transparencies, maps, aerial or other photographs, offset or any other form of prints. In-house reproductions when requested by the AUTHORITY to be supplied to a third party;

4. Permit, platting, filing or other fees paid by the CONSULTANT on behalf of the AUTHORITY;

5. Tools and equipment rental when requested by the AUTHORITY;

6. Special items of postage or overnight deliveries when specifically requested by the Canaveral Port AUTHORITY to be sent to a third party; and

7. Any other special, reasonable, and necessary expenses incurred at the specific request of the AUTHORITY that can be documented to be for the benefit of the Project.

D. The CONSULTANT shall submit an invoice on a monthly basis covering and describing the services or other work performed and expenses incurred

PUR-RFQ-25-2 Page 10 of 24 during the applicable period. The CONSULTANT’s invoices shall be submitted with detail satisfactory to the AUTHORITY and sufficient for a proper pre-audit and post-audit of said invoices.

E. The CONSULTANT agrees to keep and maintain all of its direct personnel expense records, CONSULTANT expense records and other expense records pertaining to Project and its record of accounts between the CONSULTANT and the AUTHORITY pertaining to the Project on a generally recognized and acceptable accounting basis. The CONSULTANT 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 and other work performed by employees of the CONSULTANT. All of the foregoing records and documentation shall be retained by the CONSULTANT for a minimum of three (3) years from the date of completion or other termination of this Contract, or such longer time as may be required by this Contract or law, whichever is later. These records and documentation shall be available to the AUTHORITY or the AUTHORITY’s designated representatives for inspection and copying at all reasonable times.

IX. REPRESENTATIONS

The CONSULTANT hereby represents to the AUTHORITY that:

1. The CONSULTANT has the education, experience, skill, and knowledge necessary to perform the services and other work under this Contract;

2. The CONSULTANT is, and all of its Subconsultants of any tier shall be, authorized to do business in the State of Florida, qualified and properly licensed to perform their respective scopes of the Services contemplated by this Contract, any related Purchase Order, or Subconsultant agreement, and shall maintain said licenses through the duration of this Contract;

3. The CONSULTANT will, upon request of the AUTHORITY, promptly provide satisfactory evidence of CONSULTANT’s and its Subconsultants’ (of any tier) licensure and qualifications necessary to perform any Services contemplated by this Contract, Engineering Order or Subconsultant agreement, and it is understood by the CONSULTANT that the AUTHORITY may, at any time, require the CONSULTANT to cease, and the CONSULTANT shall thereafter immediately cease, the utilization of any person employed in connection with the performance of the services or other work who, in the sole opinion of the AUTHORITY, is unfit, unqualified, or not licensed for the proper performance of his or her duties;

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

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5. The designs, plans, drawings, specifications, or other Consultant Work

Product shall not call for the use of or infringe any patent, trademark, service mark, copyright, or other proprietary interest claimed or held by any person absent prior written consent from the AUTHORITY and such other person;

and

6. The CONSULTANT shall perform the services and other work under this

Contract in accordance with generally accepted professional standards and in the most expeditious and economical manner, and consistent with the best interests of the AUTHORITY.

X. ERRORS AND OMISSIONS

1. The CONSULTANT shall, at its own expense and without any expense to the AUTHORITY, promptly correct or revise any errors, omissions, or deficiencies in the designs, drawings, specifications or other services or work produced pursuant to this Contract and, promptly thereafter, provide to the AUTHORITY such corrected or revised designs, drawings, specifications or other services or work.

2. The CONSULTANT shall be obligated and responsible to the AUTHORITY for, and the CONSULTANT shall promptly and forthwith pay to the AUTHORITY upon demand of the AUTHORITY, any and all damages and additional costs and/or expenses incurred, sustained, or paid by the AUTHORITY, or for which the AUTHORITY may otherwise become liable, caused by or on account of any and all errors, omissions, or deficiencies made by the CONSULTANT or any Subconsultant of any tier in the performance of the services or other work under this Contract and any related Purchase Order.

XI. INDEMNITY

To the fullest extent permitted by applicable law, the CONSULTANT shall indemnify and hold harmless the AUTHORITY, and the AUTHORITY’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 intentionally wrongful conduct of the CONSULTANT and/or other persons employed or utilized by the CONSULTANT in the performance of this Contract.

XII. INSURANCE

Before commencing to perform any services or other work under this Contract, the CONSULTANT shall procure and maintain, at the CONSULTANT’s sole cost and expense, and without any cost or expense to the AUTHORITY, such liability and other insurance as is appropriate for the CONSULTANT’s services and work performed and all

PUR-RFQ-25-2 Page 12 of 24 obligations under this Contract (whether said obligations are to be performed by the CONSULTANT or any person or entity directly or indirectly employed or contracted by CONSULTANT, including all tiers of Subconsultants, to perform any of CONSULTANT’s services or other work and all persons for whose acts any of them may be liable) and as required in the provisions below, including, but not necessarily limited to, insurance of the types and to the limits specified. Compliance with the insurance requirements of this Contract is an express condition precedent to the CONSULTANT’s commencement of its services and other work and to any obligation of the AUTHORITY to issue any payment to the CONSULTANT under this Contract.

1. Types and Limits of Insurance Required: Except as otherwise stated, the amounts and types of insurance shall conform to the following minimum requirements:

A. Commercial General Liability – commercial general liability (“CGL”) insurance coverage for all operations by or on behalf of the CONSULTANT and all Subconsultants of any tier and providing insurance for bodily injury liability and property damage liability for the limits of liability indicated below and including coverage for:

(1) premises and operations;

(2) products and completed operations;

(3) broad form property damage

(4) contractual liability insuring the obligations, including, but not limited to the indemnity obligations, assumed by the CONSULTANT in this Contract,

(5) explosion, collapse and underground hazards;

(6) personal injury & advertising liability; and

(7) Products and Completed Operations Extension Endorsement extending Products and Completed Operations through any applicable statute(s) of repose.

The commercial general liability insurance policy shall be written on an occurrence basis (not a "claims made" basis) in a form at least as broad as CG 00 01 and, if not part of such policy, an endorsement deleting any employee exclusion as to personal injury coverage.

Commercial general liability shall be written on a per project basis.

Endorsements restricting, limiting or eliminating Product or Completed Operations coverages above shall be identified and approved in writing by the AUTHORITY. A Total Pollution exclusion shall have a Hostile Fire Exception. A waiver of subrogation endorsement is required to be issued in favor of the AUTHORITY.

Limits of Liability Shall not be less than:

$1,000,000 Each Occurrence $1,000,000 Personal and Advertising Injury

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$2,000,000 General Aggregate $2,000,000 Products and Completed Operations Aggregate.

$5,000,000 Excess/Umbrella Liability

B. Business Automobile Liability – coverage for bodily injury and property damage liability arising out of any automobile (including owned, hired, and non-owned automobiles) having limits of liability of not less than $1,000,000 combined single limit for each accident for bodily injury and property damage combined. The automobile liability insurance policy shall be written on a form that provides coverage equal to or greater than that provided in ISO Form CA 0001.

C. Professional Liability – professional liability insurance coverage limits of not less than $5,000,000 per claim. Said professional liability insurance shall provide insurance coverage for all sums that the CONSULTANT shall be obligated to pay as damages for claims or damages arising out of the services and other work provided or performed by CONSULTANT in conjunction with this Contract including, but not necessarily limited to, any acts or omissions of CONSULTANT or its Subconsultants of any tier. CONSULTANT’s professional liability insurance shall apply on a primary basis, and any other insurance maintained by the AUTHORITY shall be in excess of and shall not contribute with CONSULTANT’s insurance.

Professional liability insurance shall also be maintained for a minimum of three (3) years after completion of the construction and acceptance of the facilities designed, engineered, or surveyed by the CONSULTANT under the scope of this Contract, including any modification(s) thereto. A waiver of subrogation endorsement is required to be issued in favor of the AUTHORITY.

D. Workers’ Compensation and Employer’s Liability

1. Workers’ compensation insurance coverage to apply for all employees of the CONSULTANT and anyone for whom the CONSULTANT may be liable for workers’ compensation claims arising out of or relating to the services or other work performed under this Contract or any related Purchase Order for statutory limits in compliance with all applicable state and federal laws and regulations. Companies with three (3) or fewer employees shall be required to have worker’s compensation coverage meeting the minimum requirements of this section. The CONSULTANT shall require all Subconsultants to similarly provide workers’ compensation insurance for their employees and anyone for whom such Subconsultants may be liable for workers’ compensation claims arising out of or relating to the services or other

PUR-RFQ-25-2 Page 14 of 24 work performed under this Contract. Workers’ compensation insurance shall include policy endorsements providing an extension of the policy or a separate policy to cover the liability of the insured under the "U.S.

Longshoremen’s and Harbor Workers’ Compensation Act (USL&H)" and/or “Jones Act”. If USL&H and/or Jones Act are not required, it will require written approval from the AUTHORITY’s Risk Management Department.

2. Employer’s liability insurance coverage including USL&H and

Jones Act insurance in the amount of not less than $1,000,000 for each accident for bodily injury and not less than One Million and No/100 Dollars $1,000,000 for each employee for bodily injury or disease.

Worker’s Compensation Leasing shall not be an approved coverage without prior written approval from the AUTHORITY. A Waiver of Subrogation Endorsement is required.

2. The AUTHORITY to be Additional Insured: Each liability policy required by this Contract shall designate or name the AUTHORITY, and the AUTHORITY’s officers, directors, employees, representatives, and agents as Additional Insureds. The liability insurance shall apply on a primary and non-contributory basis with respect to any other liability insurance maintained by the AUTHORITY. The CONSULTANT’s insurance shall contain a severability of interest provision, providing that, except with the respect to the total limits of liability, the insurance shall apply to each Insured or Additional Insured in the same manner as if separate policies had been issued to each. The form of additional insured endorsement shall be at least as broad as ISO Form CG 2010 (11/85). If the CG 2010 (11/85) is not available then the combination of CG 2010 (10/01) with CG 2037 (10/01) or their equivalent will be acceptable.

3. Evidence of Insurance: The insurance procured and maintained by the

CONSULTANT shall be subject to approval of the AUTHORITY. The CONSULTANT shall file with the AUTHORITY prior to commencing any services or other work under this Contract, and at such other times requested by the AUTHORITY, a Certificate(s) of Insurance evidencing the insurance coverage required herein. The required Certificates of Insurance shall: (a) name the types of policies provided;(b) refer specifically to this Contract and section and the above paragraphs in accordance with which insurance is being furnished;(c) identify the date of issuance of the Certificate, Project name, Project number and/or solicitation number, names of the insured(s) and insurer(s), policy number, policy effective and termination dates, and the designated AUTHORITY contact person;(d)

PUR-RFQ-25-2 Page 15 of 24 state that such insurance is required by this Contract; (e) state that the insurer will mail notice to the AUTHORITY at least thirty (30) days prior to any material changes in provisions or cancellation of any policy; and (f) identify the AUTHORITY as an additional insured. All additional insured and waiver of subrogation endorsements shall be provided to AUTHORITY along with the Certificate of Insurance. Any acceptance of Certificates of Insurance by the AUTHORITY shall in no way relieve the CONSULTANT of any duty or responsibility under this Contract. Prior to commencing any services or other work under this Contract and thereafter upon the AUTHORITY’s request, the CONSULTANT shall promptly furnish or cause to be furnished to the AUTHORITY complete copies of all policies of insurance procured and maintained by the CONSULTANT and its Subconsultants of any tier in connection with the CONSULTANT’s insurance obligations under this Contract.

4. Subconsultants’ Insurance: The CONSULTANT shall require and ensure that its Subconsultants of any tier procure and maintain insurance in like form and amounts, including the additional insured and waiver of subrogation requirements, as is required by the CONSULTANT in this Contract. The CONSULTANT shall require its Subconsultants of any tier to furnish to the AUTHORITY, prior to said Subconsultants performing any services or other work contemplated by this Contract and thereafter upon the AUTHORITY’s request to the CONSULTANT, Certificates of Insurance evidencing the insurance procured and maintained by said Subconsultants of any tier.

5. Waiver of Subrogation: Any policy of insurance issued pursuant to the requirements of this Contract covering the CONSULTANT or its Subconsultants of any tier shall include an endorsement providing that the insurers waive their rights of subrogation against the AUTHORITY and the AUTHORITY’s officers, directors, agents, representatives, employees, assigns, insurance carriers, and attorneys. The CONSULTANT hereby waives and shall require its Subconsultants of any tier to waive, any and all rights of recovery which they or any of them may now have or subsequently may have against the AUTHORITY and the AUTHORITY’s officers, directors, agents, representatives, employees, assigns, insurance carriers, and attorneys in connection with any insured loss arising out of or relating to the services or other work under this Contract.

6. Notice of Cancelation and Renewal of Insurance: The insurance policies shall provide that the insurance shall not be canceled or reduced in an amount or coverage below the requirements of this Contract, without at least thirty (30)-days’ written notice to the AUTHORITY as Additional Insured. In the event any insurance coverage expires prior to the completion of the services or other work under this Contract, renewal

PUR-RFQ-25-2 Page 16 of 24

Certificates of Insurance shall be furnished to the AUTHORITY by no later than thirty (30) days prior to the date of expiration.

7. The Certificates of Insurance shall be forwarded directly to the following:

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

XIII. MISCELLANEOUS PROVISIONS:

1. DBE Obligation: The CONSULTANT 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 Contract. In this regard, the CONSULTANT 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 Contract, the CONSULTANT 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. The CONSULTANT 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. The CONSULTANT shall insert this provision in all subcontracts under this Contract except subcontractors for standard commercial supplies or raw materials.

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

4. Certification of Restrictions on Lobbying: The CONSULTANT agrees that no federal appropriated funds have been paid or will be paid by or on behalf of the CONSULTANT, 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

PUR-RFQ-25-2 Page 17 of 24 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 the CONSULTANT to any person for influencing or attempting to influence an officer or employee of any federal CONSULTANT, 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. The CONSULTANT agrees to include the language of this paragraph in award documents for all subcontracts and requires all subcontractors to certify and disclose accordingly.

5. Record Drawings: Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location of various components, or exact manner in which the Project was finally constructed. The CONSULTANT is not responsible for any errors or omissions in the information from others that are incorporated into the record drawings.

6. Advertisements, Permits, and Access: Unless otherwise agreed, the

AUTHORITY 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 the CONSULTANT's services or Project construction. Note this does not include the CONSULTANT’s security access requirements.

7. No Third-Party Beneficiaries: This Contract gives no rights or benefits to anyone other than the AUTHORITY and the CONSULTANT and has no third-party beneficiaries.

8. Governing Law: This Contract 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.

9. 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 Contract or the services or work performed under this Contract, the AUTHORITY and the CONSULTANT 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.

PUR-RFQ-25-2 Page 18 of 24

10. Dispute Resolution: Before filing any lawsuit against each other arising out of or relating to this Contract or the performance thereof, the AUTHORITY and the CONSULTANT will use their best efforts to resolve amicably any dispute.

11. Prohibition Against Contingent Fees: The CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this Contract 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 the CONSULTANT, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Contract.

12. Prohibition Against Contracting with Scrutinized Companies: This

Contract may be terminated at the option of the AUTHORITY if the CONSULTANT 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: Unless exempt from public access by Article I, section

24(a) of the Florida Constitution or section 119.07, Florida Statutes, CONSULTANT shall, in accordance with section 119.07, Florida Statutes, allow public access to all documents, papers, letters, or other material made or received by the CONSULTANT in conjunction with this Contract. The CONSULTANT’s failure to do so shall constitute cause for the AUTHORITY to terminate this Contract.

14. Attorneys’ Fees: In any action or legal or equitable proceeding to enforce any part or provision of the this Contract or any Purchase Order relating to this Contract, 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: The AUTHORITY and the CONSULTANT, respectively, bind themselves, their successors and permitted assigns to the other party to this Contract, and this Contract shall be binding upon, will inure to the benefit of, and will be enforceable by and against the AUTHORITY and the CONSULTANT and their respective successors and permitted assigns.

Neither the AUTHORITY nor the CONSULTANT shall assign this Contract in any fashion without the written consent of the other.

PUR-RFQ-25-2 Page 19 of 24

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

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

XIV. TERM, TERMINATION, SUSPENSION AND DELAY

A. Term

This Contract shall be effective upon execution by both parties and shall continue in effect for one (1) year, automatically renewable upon the anniversary date of each year as needed to fulfill the scope of services.

B. Termination

1. The AUTHORITY may terminate this Contract for convenience, without cause and without prejudice to any other right or remedy of the AUTHORITY, upon thirty (30) calendar days’ written notice to the

2. The AUTHORITY may terminate this Contract for cause, without prejudice to any other right or remedy of the AUTHORITY, if the CONSULTANT:(1) fails to substantially perform its obligations in accordance with this Contract; the applicable professional standard(s) of care; all applicable laws, regulations, rules, or all requirements, codes, policies, or procedures of any public entity having jurisdiction over any improvements for which the CONSULTANT’s services and other work are furnished; or all lawful and reasonable directives or instructions of the AUTHORITY, and (2) if any such nonperformance can be corrected, the CONSULTANT fails to commence correction of such nonperformance within five (5) calendar days of receipt of written notice of such nonperformance and fails to…