RFQ-25-3_Owner's_Rep_Services_for_CT5_Expansion_-_Contract_-_PH.pdf

P PN-19-017 1 of 23 (Rev. 6/21/2017)

Note: The following contract is provided for reference and planning purposes only. A final contract will be in sustantially the same form but remains subject to contrat negotiation, proposal, and other terms and conditions.

CONTRACT

BETWEEN

AUTHORITY

AND

FIRMS NAME

FOR

PROFESSIONAL SERVICES ASSOCIATED WITH OWNER’S REPRESENTATIVE

SERVICES FOR CRUISE TERMINAL 5 EXPANSION

This CONTRACT is made by and between

FIRM’S NAME AND ADDRESS

(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 and technical Project Management services for the construction delivery process for the Cruise Terminal 5 Expansion project. The CONSULTANT services are to be performed in cooperation with the AUTHORITY, its clients, consultants, architect, engineers, and construction contractors.;

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- 3 (“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 AUTHORITY is seeking to make improvements to Cruise Terminal 5. Cruise Terminal 5 will be expanded to accommodate the growing need for additional cruise operation capacity. The Cruise Terminal 5 Expansion project (awarded under separate contract) includes an expansion of approximately 50,000 S.F. (25,000 S.F. at each level), additional passenger queuing for security screening and pre-board seating, an

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RFQ-25-3 2 of 23 (Rev. 2/24/2025) expanded Customs and Boarder Protection (CBP) Federal Inspection Service (FIS) area, expanded luggage hall, and structured parking for an additional 1500 vehicles plus ancillary access roadway modification. The CONSULTANT will provide professional and technical project management support to the AUTHORITY as describe in the scope of work.

Project Name: Owners’ Representative Services for Cruise Terminal 5 Expansion for the AUTHORITY

II. SCOPE OF SERVICES

The Scope of Services includes professional and technical Project Management services for the AUTHORITY in their construction delivery process for the Cruise Terminals 5 Expansion project. The services are to be performed in cooperation with the AUTHORITY, its clients, consultants, architects, engineers, and construction contractors contracted with the AUTHORITY. Special coordination and a high level of expectation by the AUTHORITY will be held on the CONSULTANT to provide maximum coordination, support, and professionalism.

The CONSULTANT’s team will consist of one (1) primary role: Senior Field Inspector.

This individual will be supplemented with, additional field inspector (as needed based on contractor working schedule), scheduling expert(s), cost change expert(s), materials testing and topographic and bathymetric surveying capabilities.

Duties include, but are not limited to, contractor coordination, pay application reviews, schedule review, submittal/shop drawing tracking and review, field inspections, attend all weekly meetings, review and track all cost change events. Work directly with the AUTHORITY’s Project Manager daily and provide updates of progress and daily reports. The CONSULTANT will work directly with the contractor to track schedule on a weekly basis to make sure milestones are being met or what changes may be needed. All other industry standard owner’s representative task as needed to support the AUTHORITY in successful project completion.

A. GENERAL OPERATING PARAMETERS

1. The CONSTULTANT shall provide AUTHORITY with sound management advice regarding all work performed on the Cruise Terminal 5 Expansion project. For this project, the goal shall be to achieve the best value in the work being performed by managing schedule and budget. The CONSULTANT shall be proactive in helping to resolve problems and minimize claims taking all reasonable measures to anticipate problems and delays and to minimize or eliminate their adverse impact on project completion. The CONSULTANT must take the initiative and act to mitigate circumstances that could lead to claims, resolve conflicts promptly, and keep the AUTHORITY advised of any potential disputes. The CONSULTANT shall exercise all due diligence, utilizing competent personnel within authorized limitations, to make certain that work is performed in conformity

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RFQ-25-3 3 of 23 (Rev. 2/24/2025) with applicable requirements (codes, regulations, standards, construction contract plans and specifications).

2. The CONSTULTANT shall develop and maintain good working relationships with

AUTHORITY personnel, client agency personnel, A/E personnel, developers, and construction contractors involved with all work performed.

3. The CONSULTANT will not be held responsible for design defects and does not assume any of the contractual responsibilities or duties of the architect-engineers.

The architects-engineers are solely responsible for the project designs and shall perform all design related services in accordance with their contracts with the AUTHORITY. The CONSULTANT does not assume any of the contractual responsibilities or duties of the construction contractors. The construction contractors are solely responsible for construction means, methods, sequences and procedures used in the construction of the projects, and for related performance in accordance with their contracts with the AUTHORITY. The CONSULTANT does not have the authority to commit or obligate the

AUTHORITY.

4. The CONSULTANT shall advise the AUTHORITY immediately of any potential delays in completion of work associated with Work Authorizations and any problems that are outside the responsibilities of the CONSULTANT per the Work Authorizations issued.

5. The CONSULTANT shall be responsible for the security of all project documents provided to them for work under Work Authorizations in accordance with the provisions set forth AUTHORITY’s policy on dissemination of information. The principles of this policy indicate that building/project information is to be given only to those with a need to know; that records be kept of who got the information; that good judgment, common sense, and reasonableness be used to safeguard the information during use, and that it be returned or properly destroyed after use as directed by the AUTHORITY.

6. The CONSULTANT shall be responsible for obtaining all information required to successfully carryout the scope of work authorized under each Work Authorizations. In cases where the CONSULTANT believes that available information is not adequate, or of such poor quality as to be unusable, the CONSULTANT shall immediately notify the AUTHORITY and propose alternative data and/or collection methods.

7. The CONSULTANT shall establish and maintain proper business relations with representatives of the construction contractor(s), with A/E firms and with the AUTHORITY Manager(s) at the work site. Any known or anticipated conflicts of interest shall immediately be identified in writing to the Work Authorizations contracting officer.

8. The official dealings of the CONSULTANT shall be with prime contractors and

Team Members, but not with subcontractors.

9. CONSULTANT personnel shall not settle disputes or differences of opinion between prime contractors and their subcontractors, or between subcontractors.

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10. Where differences of opinion exist between CONSULTANT personnel and

AUTHORITY personnel, the differences shall not be discussed in the presence of prime contractors or their subcontractors.

11. CONSULTANT shall not disseminate any information concerning the project or any information that might be confidential, inflammatory, or derogatory. All requests for information must immediately be forwarded to the AUTHORITY Representative before being acted upon.

12. The CONSULTANT shall not issue written or oral instructions to, or make any agreements with, prime contractors or their representatives which affect the work in material ways, or which may result in disputes and claims. The CONSULTANT has no authority, either implied or explicit, to bind the AUTHORITY in any manner.

The CONSULTANT shall not represent him or herself as a AUTHORITY employee under any circumstances and shall further clearly identify that he or she is a contractor employee when interacting with other contractors and AUTHORITY Officials.

13. The CONSULTANT shall not under any circumstances assume the responsibilities of the construction contractor(s). This specifically includes the areas of quality control, safety or coordination of work to be performed by subcontractors.

14. The CONSULTANT shall establish all necessary liaisons, coordination, and support with any project related agencies and representatives at the Federal, State, Regional, and Local levels as appropriate for each Work Authorization.

The CONSULTANT shall also coordinate work with clients, A/E’s, and construction contractors involved with work under each Work Authorizations.

15. For each CONSULTANT employee located full time at a project site, the Project

Manager shall provide its own computer equipment and software to fully satisfy all operational requirements of the AUTHORITY. No direct reimbursement is authorized for such items. The Project Manager’s equipment and software must be compatible with the system and software used by the AUTHORITY, i.e.

Microsoft Office applications like AutoCAD (latest release), Office 365 (including Outlook, Word, Excel, PowerPoint), Oracle P6 and Procore.

B. PROFESSIONAL SERVICE TASKS

1. TASK 1: CONSTRUCTION PHASE SERVICES

a. Project Construction Phase Services. These services include: establishing temporary field offices; setting up job files, working folders, and record keeping

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RFQ-25-3 5 of 23 (Rev. 2/24/2025) systems; maintaining organized construction files; scheduling and conducting preconstruction meetings; handling/preparing project correspondence to respond to the parties involved with each project, confirm verbal discussions/directives, document actions taken and decisions made; preparing and maintaining daily diaries for project activities noting events affecting construction progress (weather, manpower, site equipment, work performed); monitoring the submittal review process including maintenance of submittal logs; review and monitoring of project schedules for construction progress with emphasis on milestone completion dates, phasing requirements, work flow, material deliveries, test dates, assisting in problem resolution and handling of disputed issues (including development of AUTHORITY position, drafting final decision letter); maintaining marked up sets of project plans and specifications for future as-built drawings; performing routine inspections of construction as work proceeds, taking action to identify work that does not conform to the contract requirements, and notifying the Contractor when work is thought to require correction; compiling, through site inspections, lists of defects and omissions related to the work performed and providing these lists to the Contractor for determination of the need for correction; review of construction contractor payment requests (including preparation of necessary forms for payment processing by AUTHORITY); monitoring and reporting project financial data and budgetary cost accounting (maintain spreadsheets indicating project fund allowances, obligations, payments, balances, planned expenditures);

administration of construction contract change orders(preparing cost estimates, reviewing cost proposals at the request and providing recommendations to the AUTHORITY in negotiations or handling negotiations, preparing change order packages for processing); scheduling, conducting, and documenting regular progress meetings with all interested parties to review project status, discuss problems, and resolve issues; scheduling, conducting, and documenting (prepare minutes for distribution) construction related project meetings; monitoring construction contractor compliance with established safety standards (note and report unsafe working conditions, failures to adhere to safety plan required by construction contract); monitoring construction contractor’s compliance with any contract labor standards (including if required, performing site labor interviews, collecting, reviewing, and maintaining weekly payrolls for all project contractors and subcontractors, reporting potential wage violations to AUTHORITY personnel); monitoring the design and construction clarification process and, when appropriate, reminding the A/E and other parties involved of the need for timely actions and notifying the AUTHORITY of potential delays that the Project Manager cannot eliminate; participation in all “Partnering” activities during construction (workshops, meetings,); preparing special reports and regular project status reports; providing for progress and/or final photographs of project work; perform site surveys using a registered surveyor (establish building lines, elevations, approaches, utility locations); provide assistance in obtaining permits; perform hazardous material assessments and monitoring of hazardous material abatement work; and provide cost estimating assistance.

b. Project Close out: These services shall include, but are not limited to, providing professional and expertise for start-up of a facility or operating systems within a facility. These services may require start-up planning, forecasting start-up duration, estimating start-up costs, organizing start-up teams and team assignments, managing O&M material, overseeing scheduling and scheduling O&M training. Ensuring contractually required attic stock has been delivered to the

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AUTHORITY; all guarantees and warranties meet the specifications and have been submitted to the AUTHORITY, the red-line, as-built drawings are provided to the A/E, and review of the final record drawings. Ensure the AUTHORITY receives an electronic archive of the drawings, specifications, submittals, RFIs, test reports, as-built surveys, O&M manuals, etc. Ensuring the A/E provide a full/final set of record drawings to the AUTHORITY.

c. Claims Services. The Project Manager may be tasked to provide Claims

Services when and as required by the AUTHORITY. 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 AUTHORITY 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 CONSULTANT will review disputes and claims from the A-E and/or construction contractor(s) and render all assistance that the AUTHORITY requires, including, but not limited to, the following:

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

ii. Preparation and assembly of appeal files.

iii. Participation in meetings or negotiations with claimants.

iv. Appearance in legal proceedings.

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

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

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

Government

d. Post Construction Services: At or near substantial completion of project construction, the CONSULTANT may be tasked to provide services such as:

i. Assisting AUTHORITY in the formulation of lessons learned.

ii. Providing occupancy planning including development of move schedules, cost estimates, inventory lists.

iii. Providing move coordination, relocation assistance, and/or furniture coordination.

iv. Providing telecommunication and computer coordination.

e. CONSULTANT Team Staffing: The CONSULTANT will utilize the key personnel, specialists, and individual consultants named in their proposal, as accepted by the AUTHORITY, for the Cruise Terminal 5 Expansion project.

i. The CONSULTANT team will consist of one (1) primary role: Senior Field

Inspector. This individual will be supplemented with scheduling expert(s), cost change expert(s), materials testing and topographic surveying capabilities (if additional testing or survey is requested by the Canaveral Port Authority).

ii. In the event that any of the key personnel named in the CONSULTANT’s quotation, as accepted by the AUTHORITY for this project, are unable to perform because of death, illness, resignation from employ, dissolution of agreement, or other reasons, the CONSULTANT shall submit within 24 hours to the AUTHORITY, detailed written explanations of the

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RFQ-25-3 7 of 23 (Rev. 2/24/2025) circumstances necessitating the proposed substitutions, complete resumes for the proposed substitutes, and any other information that the AUTHORITY deems pertinent to approve the substitution. No substitution is to be made without the prior written approval of the AUTHORITY. No increases in hourly rate pricing will be allowed when substitutions are authorized by the AUTHORITY.

iii. The AUTHORITY will have the right to effect removals of any

CONSULTANT employees during the life of the Authorization, if those employees are deemed not to possess the proper level of competence or abilities, or otherwise found to be unsuitable for work required. In such cases, the Project Manager must promptly submit the names and any other information pertinent to approvals of substitutions if requested.

iv. Personnel possessing unique technical specialties (including State of

Florida Professional Engineering or Registered Architect licensure) may be required for certain services related to the Work Authorizations.

v. Failure or delays by the CONSULTANT in providing qualified personnel, who meet the stated requirements of the project, may be deemed sufficient reason by the AUTHORITY to recommend termination for cause to the Work Authorizations Contracting Officer.

f. Progress Reports and Records: A written monthly report will be provided to the

AUTHORITY’s Representative beginning 1 month after award of the Project. The report shall summarize the status identifying pending and issued Contracts for projects under the management of the CONSULTANT. The report shall also provide a summary indicating the current status of the cost, schedule and quality on the project. It shall be the responsibility of the CONSULTANT to provide this report.

III. TASK BUDGET

• All Tasks (See attached Fee Schedule: Attachment “B”)

All tasks will be billed time and material not to exceed the above specified amounts.

Monthly invoices will be prepared in accordance with the attached rates for time and expected material expenses.

IV. PROJECT SCHEDULE

Timely performance of all tasks under this scope of work is crucial to overall project success. The duration of the CONSULTANT’s services is 16 months from July 2025 through October 2026 and shall be extended as needed to successfully and fully complete all tasks. Any extension shall be negotiated and approved by the AUTHORITY.

V. SUBMISSION, OWNERSHIP AND USE OF CONSULTANT WORK PRODUCT

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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.

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;

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1. 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;

2. The CONSULTANT shall direct and coordinate the services of any Subconsultant commissioned by the CONSULTANT;

3. 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;

4. 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;

5. 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;

6. 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

7. 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

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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.

The hourly rate schedule may be modified only by a written change order to this Contract executed by the AUTHORITY and the CONSULTANT.

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, brownlines, reproducibles, 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 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.

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

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

Product shall not call for the use of or infringe any patent, trademark, Canaveral Port Authority – Owner’s Representative Services for Cruise Terminal 5 Expansion - PN-25-011E

RFQ-25-3 12 of 23 (Rev. 2/24/2025) 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 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.

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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 $2,000,000 General Aggregate

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

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 $300,000 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.

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C. Professional Liability – professional liability insurance coverage limits of not less than $5,000,000. 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. 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 not 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 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” as required by State or Federal Law..

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

Canaveral Port Authority – Owner’s Representative Services for Cruise Terminal 5 Expansion - PN-25-011E

RFQ-25-3 15 of 23 (Rev. 2/24/2025) 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) 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.

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. Subconsultants

5. Waiver of Subrogation: Any policy of insurance except for the

Professional Liability 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

Canaveral Port Authority – Owner’s Representative Services for Cruise Terminal 5 Expansion - PN-25-011E

RFQ-25-3 16 of 23 (Rev. 2/24/2025) 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 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.

Canaveral Port Authority – Owner’s Representative Services for Cruise Terminal 5 Expansion - PN-25-011E

RFQ-25-3 17 of 23 (Rev. 2/24/2025)

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 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.