RFQ-25-4_Jetty_Park_Impr._Design_Contract_Draft.pdf

RFQ-25-4

NOTE: The following contract is provided for reference and planning purposes only. A final contract will be in substantially the same form but remains subject to contract negotiation, Consultant’s Proposal, and other terms and conditions.

CONTRACT FOR PROFESSIONAL SERVICES

FOR CRUISE TERMINAL 5 EXPANSION DESIGN

This CONTRACT FOR PROFESSIONAL SERVICES FOR JETTY PARK IMPROVEMENTS DESIGN AND PERMITTING (the “CONTRACT”) is made and entered into this _____ day of __________, 2024, by and between the CANAVERAL PORT AUTHORITY, an independent special taxing district and political subdivision of the State of Florida, whose address is 445 Challenger Road, Suite 301, Cape Canaveral, Florida 32920 (the “AUTHORITY”), and XXX, a Florida corporation, having an address of XXX (the “CONSULTANT”). From time to time, AUTHORITY or CONSULTANT may be referred to as a “Party” or collectively as the “Parties.”

WHEREAS, the AUTHORITY desires to obtain professional engineering and surveying services for the design and permitting associated with the construction and expansion of a cruise terminal building, support facilities, and all related improvements (as more particularly described below, 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- 4 (“RFQ”), and the CONSULTANT submitted a responsive proposal (the “Proposal”); and

WHEREAS, the CONSULTANT was 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. TERM; TERMINATION; SUSPENSION OR DELAYS

A. Term:

This Contract shall be effective upon execution by both parties (the “Effective Date”) and shall continue in effect for one (1) year (the “Initial Term”). As needed to fulfill the Services, the Contract will automatically extend for up to three (3) twelve (12) month period(s) (each an “Extension Term”), upon the same terms and conditions, unless by either part by providing written notice to the non-terminating Part not less than ninety (90) days prior to the expiration of the ten-existing Term. The initial Term, together with any Extension Terms, are collectively referred to as the Term (“Term”).

B. Termination:

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

(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 diligently and completely correct the nonperformance within no more than thirty (30) days after receipt of said written notice or by such later time as may be agreed by the AUTHORITY.

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

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

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

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

C. Suspension, Delay, or Interruption of Services:

(1) The AUTHORITY may suspend, delay, or interrupt the Services of

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

(2) If the projects are abandoned or suspended by the AUTHORITY, the

AUTHORITY shall pay CONSULTANT for all authorized Services satisfactorily performed and authorized expenses incurred up to the date of abandonment or suspension. The AUTHORITY will thereafter have no further obligation to CONSULTANT for payment of compensation under this Contract unless and until Continuing Service Projects are resumed by the AUTHORITY, and then, payment for resumed Services shall be made in accordance with the payment provisions of this Contract and Florida law. Unless the AUTHORITY authorizes in writing, CONSULTANT shall not perform any Services, and shall not be entitled to receive payment from the AUTHORITY on account of any services performed, during the period of suspension or after abandonment. CONSULTANT shall not be paid on account of any loss of anticipated profits or revenue or other economic loss arising out of or resulting from the abandonment or suspension.

D. Time of Completion

CONSULTANT shall commence its Services upon receipt of a Purchase Order issued by AUTHORITY. Time is of the essence in the performance of CONSULTANT’s Services.

Consultant shall provide a project schedule for review and acceptance by AUTHORITY. In the performance of its obligations, CONSULTANT shall diligently and in a timely manner perform the Services in accordance with the project schedule to ensure timely completion of the Services. The project schedule may be revised at appropriate intervals as required by the conditions of the Project, with AUTHORITY’s prior written approval.

II. BACKGROUND AND PROJECT DESCRIPTION

The AUTHORITY is seeking to make improvements at the existing Jetty Park facilities. The CONSULTANT will be required to design the following improvements:

Canaveral Port Authority is seeking to make improvements to Jetty Park’s facility, specifically the following areas:

1. Paving day park and campground roads and overflow parking lot

2. Lighting and Wi-Fi upgrades

3. Improvements to campground sites to provide power, water, sewer, and a concrete pad. Approximately 100 sites will require improvements.

a. Improve drainage and grading facilities.

4. New dog park

a. Grass area with fence and gates

b. Potable water

5. Add new park rental units in an area designated by the Port. Demolish existing units and replace with RV sites

6. Bathhouses enhancement

a. Includes demolition and construction the bathhouses at the day park and add 4 showers

b. Adding features like towel warmers

c. Add a paved path to bathhouses

7. Remove volleyball courts with new pickleball facilities

8. Improve/add video surveillance and detection at the following locations:

a. Day camp

b. Store

c. Laundry

9. Main guard shack improvements

a. Add a bathroom

b. Modify existing structure to provide a drive thru window concept to service clients.

10. Add a concrete pathway to the west tent area for loading/unloading

III. SCOPE OF SERVICES

CONSULTANT shall furnish to AUTHORITY, to AUTHORITY’s satisfaction, the services as described in Exhibit “A”, attached hereto and incorporated herein, and as described in CONSULTANT’s Proposal (collectively, the “Services”), including all professional staff, materials, equipment, supplies, and other resources necessary to perform the Services.

IV. TASK BUDGET

All tasks will be billed time and material NOT TO EXCEED the below specified amounts without prior written approval by the AUTHORITY:

• Task 1 Design and Permitting: $XXXXX **will be added when negotiated.

• Task 2 Bidding Support: $XXXXX **will be added when negotiated.

• Task 3 Construction Support: TBD

V. PROJECT SCHEDULE

The anticipated design milestone schedule is as follows:

Milestone, Design Package:  On or Before 100% Design October 15, 2025 Bid Package for release October 31, 2025

Construction contract to be awarded at the December 10, 2025 Commission Meeting

Time is of the essence in the performance of the Services. The CONSULTANT shall diligently and in a timely manner perform the Services and work under this Contract to ensure timely completion in accordance with the above schedule.

VI. 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 the original Consultant Work Product for the CONSULTANT’s permanent records. However, the 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.

VII. 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;

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.

VIII. 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.

IX. 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 total compensation for the Services shall not exceed $XXXXXX without prior written approval of the AUTHORITY and be invoices in accordance with the schedules and hourly rates as set forth within Exhibit “B.” No overtime payment shall be approved by the AUTHORITY.

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 the 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 Travel Policy attached hereto and incorporated herein as Exhibit “C”;

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, 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 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 monthly 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 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.

X. 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, 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.

XI. 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.

XII. 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. The foregoing obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for CONSULTANT or any subconsultant or other individual or entity under any contract, workers’ compensation acts, disability benefits acts, or other employee benefit acts. Nothing contained within this Contract shall be construed as a waiver of AUTHORITY’s sovereign immunity under Section 768.28, Florida Statutes.

XIII. 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.

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 CGL 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.

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.

E. Cyber Liability or Technology Errors and Omissions Insurance:

$2,000,000 per claim. As required if CONSULTANT or its Subcontractors of any tier install or utilize any IoT Devices, computer/network controlled devices, software, of SaaS or offer any services or hardware that can communicate with other hardware, software, or services associated with AUTHORITY in the performance of the Services.

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) 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 Professional Liability Insurance coverage and limits shall not be less than $2,000,000 per claim.

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 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 445 Challenger Road, Suite 301 Cape Canaveral, FL 32920

Attn.: Engineering Department

IVX. NOTICES

All notices, requests, and other communications to either party required or permitted hereunder shall be in writing, sent via courier, proof of delivery requested or mailed postpaid via United States Certified Mail or overnight Express Mail as follows:

If to AUTHORITY:

CANAVERAL PORT AUTHORITY

445 Challenger Road, Suite 301 Cape Canaveral, FL 32920 Attn.: VP, Engineering, Construction and Facilities Phone: (321) 394-3208

With copy to: VP & General Counsel (at same address)

If to CONSULTANT:

TBD

XV. 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 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.

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.

IF THE CONSULTANT HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTE, TO THE

CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO

THIS CONTRACT, CONTACT AUTHORITY’S CUSTODIAN OF PUBLIC

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

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.

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

CONSULTANT.

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

[SIGNATURE PAGES TO FOLLOW]

mailto:%3cpublicrecords@portcanaveral.com

IN WITNESS WHEREOF, the Parties hereto have caused these presents to be executed on the dates set forth below.

“AUTHORITY”:

CANAVERAL PORT AUTHORITY, an independent special taxing district and political subdivision of the State of Florida, “CONSULTANT”:

XXXX

By: By:

Capt. John W. Murray Port Director/CEO

Name:

Title:

Exhibit “A”

Scope of Services

(2 pages to follow)

SCOPE OF SERVICES

Task 1: Design and Permitting

1. The Project includes, but is not limited to, completing all designs, permit applications and submittals, Engineering and Architectural services, drawings, specifications and incidentals necessary to construct the JETTY PARK IMPROVEMENTS, located at existing Jetty Park, Port Canaveral, Florida.

2. Demolition of existing facilities: The successful proposer will be required to comply with all required federal, state, and local environmental demolition testing, permitting and monitoring.

3. Topographic survey data collection will be included in this scope of work.

4. 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.

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

6. Work to be phased out since the park will continue to operate with the construction limitations.

Task 2: Bidding Support

1. Coordinate with CPA staff and prepare the bid documents. Provide one hard copy and 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 the necessary signed and sealed sets for all permitting agencies including but not limited to City of Cocoa (potable water), City of Cocoa Beach (sewer), and FDEP. Assist with the preparation of addendums and RFI’s to be printed and distributed by the CPA staff.

Task 3: Construction Support

1. Attend weekly construction coordination meetings conducted by CPA staff for the duration of the project. Review contractor submittals and assist CPA staff with the preparation of responses to contractor questions.

2. Review the contractor's monthly schedule updates and applications for payment. Assist

CPA staff with permit reporting and notifications and permit closeouts.

3. Perform weekly site visits of the construction site for compliance with the design documents and to coordinate with CPA staff. Each visit will be for an average of 1 hour.

Take digital photos of the construction progress and provide a summary report of the observations.

4. At or near the contractor's Substantial Completion, perform a thorough punch list walk through. The Engineer and Architect of Record will be expected to assist with tracking punch list completion through the project close-out period and start of warrantee period.

5. Review the contractor's As-Built drawing submittal and provide AutoCAD and PDF record drawings. Provide an electronic copy to CPA staff. Project documentation will be handled through Procore.

Deliverables:

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

Task 1: Design plans and specifications at 30% complete, 60% complete, 90% complete, and 100% complete; Opinion of Probable Cost at 30/60/90%. Facility Light Management Plan. 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, PDF and CAD format for bidding, and hardcopy sets, as required, signed and sealed for the CPA Building Department Permit and other Permitting agencies; Addendums during the bid. 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; Weekly construction observation reports; Updates to AutoCAD drawings. Task 3 fee will be negotiated and included in a purchase order addendum following bidding.

Exhibit “B”

Consultant’s Proposal and Fee Schedule

(XX pages to follow)

Exhibit “C”

AUTHORITY’s Travel Policy

(5 pages to follow)