RFQ-25-5_-_Draft_Contract-PH-KDP.pdf

RFQ-25-5PN-23-014D 1 of 24 (Rev. 6/21/2017)

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 ASSOCIATED WITH

CRUISE TERMINAL 4

This CONTRACT FOR PROFESSIONAL SERVICES ASSOCIATED WITH

CRUISE TERMINAL 4 DESIGN (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 [ENTITY], [ENTITY TYPE], having an address of [INSERT ADDRESS] (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 of the Cruise Terminal 4 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- 5 (“RFQ”), and the CONSULTANT submitted a responsive proposal (the “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 construct a ±170,000 sqft cruise terminal building and support facilities, together with a minimum 2,400 space parking garage, employee surface lot parking, surrounding/adjacent sitework, utility and roadway capacity improvements along George King Boulevard, Dave Nisbet Drive, Mullet Road, Scallop Drive, and other adjacent roadways to service the expanding and growing needs within the cruise business.

Canaveral Port Authority – Cruise Terminal 4 Improvements – RFQ-25-5PN-23-014D

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The CONSULTANT will be required to coordinate with other design and construction team members involved with the marine works, dredging and passenger boarding bridges and for providing maximum support to the AUTHORITY in designing the improvements in a manner that maintains access to and operation of the west public boat ramp (Ketchum Park), Cove and Marina districts, and other adjacent on port and off port tenants and business during construction. Other construction contracts are expected to be constructed simultaneously with the construction of the terminal building and terminal support facilities. Those Projects will include, but are not limited to, construction of the Cruise Terminal (Terminal) 4 Parking Garage and immediately surrounding site, the Terminal 4 Cruise Wharf and Bulkhead and the Terminal 4 Passenger Boarding Bridges (Gangways).

II. 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 CRUISE TERMINAL 4 project, located at existing Bluepoints Marina, Port Canaveral, Florida.

2. Terminal Design: The cruise terminal building and site will be designed to efficiently accommodate passenger processing and seating, luggage drop-off, vehicular and pedestrian traffic patterns, commercial stores delivery, non-refrigerated storage and loading docks for a vessel up to 8000 passengers. A minimum of fifteen (15) passenger security screening stations will be incorporated into the main entrance area. A minimum of 1000 seats will be provided in the main boarding hall, 250 of which will be dedicated to a VIP seating area. The back-of-house baggage screening area will include a minimum of ten (10) screening stations. Debarkation baggage laydown will be designed to accommodate 14,000 bags using stainless steel tables to increase the baggage per square foot. The Customs and Border Protection (CBP) screening area will be designed to meet the current Federal standards as published in Oct. 2006 or any additions thereafter. It is anticipated that the CBP primary check point will be designed to accommodate kiosk stations requested by CBP. The CBP Secondary area will incorporate additional areas to include but not limited to the following: interview rooms, holding cells, office space, baggage x-ray, agricultural testing facilities, observation areas, waiting rooms, restrooms, etc. The terminal will incorporate a building automation system (HVAC and lighting) compatible with the existing BAS system at the Port (i.e., Trane Tracer SC+). The successful proposer will coordinate with the Waterside Engineer to ensure all aspects of the landside and waterside designs are fully integrated.

3. Site and Site Access Improvements: Access to the terminal will be from George

King Boulevard and Dave Nisbet Drive. It is anticipated that signalized intersections with fiber optic interconnectivity between proposed and existing signals will be constructed on Dave Nisbet Drive to accommodate the efficient flow of traffic to the Terminal, the west public boat ramps at Ketchum Park, and the Cove and Marina districts. It is anticipated that significant intersection

RFQ-25-5 3 of 24 improvements will be required at the existing George King Boulevard and Dave Nisbet Drive intersection, to include roadway and signal expansion. It is anticipated that roadway modifications along George King Boulevard, up to and inclusive of the intersection with A1A/SR528, will be required to support expanded vehicular traffic. It is anticipated that the realignment of Dave Nisbet Drive will be required, and that the Dave Nisbet corridor will be widened to a minimum of two (2) lanes inbound, two (2) lanes outbound and a center turn lane (5 lanes total). The widening and realignment will be designed to not impact the location of the existing HVAC chiller and standby generator that service the adjacent Exploration Tower. It is anticipated that roadway modifications along Mullet Road and Snapper Road will be required to alleviate impacts from the new cruise terminal location and operations. Mullet Road and Snapper Road improvements are anticipated to include widening and realignment based on final terminal campus layout. Static and electronic wayfinding signage will be incorporated on George King Boulevard and Dave Nisbet Drive and within the terminal site and will match the current CPA signage standard’s theme and electronic signage technology specifications. The terminal site and passenger drop off areas will be designed such that maximum separation between exterior passenger waiting/queuing areas and vehicular traffic areas is achieved. Traffic channelization and physical barriers will be utilized to assure the safety and security of passenger staging and queuing around the garage and terminal entrance. Special attention will be given to the design of efficient drop-off and pick-up areas for POVs, taxis, ride-shares, shuttles and charter buses. Designated baggage receiving areas will be designed to aid in porter operations and transfer of luggage from passengers to security screening. Design of electronic vehicular tolling systems to match current CPA standards.

4. Offsite utility improvements: Selected design team will be required to perform utility capacity studies related to the total Terminal program development. The results of these studies and the identified required capacity improvements will be incorporated into a separate set of 100% complete drawings and specifications produced by the designer of record. These offsite improvements, in addition to the Site Access Improvements described in section 3 above, may be bid separately or in conjunction with the Terminal and Site improvements.

5. Security and Information Technology Systems: Cruise Terminal 4 will be a multi-user terminal and information technology systems shall be designed for use by the Canaveral Port Authority and up to three cruise lines. The cruise terminal building, garage, and surrounding area shall integrate requirements and systems for: complying with USCG requirements for vessel-facility interface;

access control to the facility; screening of equipment, baggage, cargo, vehicles, and personnel entering the facility in accordance with federal requirements; the integration of physical security measures (i.e. barriers to include passive and/or active barriers and other physical security measures) throughout the facility, garage, and approaches to allow for efficient passenger and cargo operations while simultaneously minimizing potential risks to employees and passengers;

immediate and unimpeded access for first responders to ensure life safety and security of all personnel in the terminal, garage, and approaches. The cruise terminal building, garage, and site technology design shall include but is not limited to the following: communications, data, voice, audio, video, cabling, RFQ-25-5 4 of 24 enclosures, grounding and bonding, electronic safety and security, security access control detection and alarm intrusion, elec. nic vehicular tolling systems, electronic parking systems, electronic signage, wireless, cellular and VHF bi-directional amplification systems. The security and technology requirements for Cruise Terminal X are complex and substantial and require a technical design team with proper qualifications and demonstrative experience designing CSI DIV 27 and 28 systems for the Canaveral Port Authority and US Customs and Border Protection. Due to the complex nature and frequent modifications of Canaveral Port Authority’s data, communications, and systems standards, the Port requires that the successful proposer retain an experienced Low Voltage designer for services including, but not limited to production of technical documents or studies, schematic design, design development, construction documents, bidding/negotiating proposals, project and construction administration for the DIV 27 and DIV 28 design scope of work within this project. As required, and with Canaveral Port Authorities prior approval in writing, the low voltage designer shall select, coordinate and sub-contract technology design services which includes, but is not limited to technical security systems (CCTV, ACS, and intrusion detection) and audio visual systems (PA, electronic signage & wayfinding systems). The successful proposer shall incorporate the low voltage designer and their subcontractors into the design team to facilitate the required collaboration between the architectural, civil, structural, electrical and mechanical engineering teams.

6. Demolition of existing facilities: The successful proposer will be required to issue a separate demolition package for all above ground improvements within the proposed site footprint to include but not limited to: all required federal, state, and local environmental demolition testing, permitting and monitoring for demolition of the existing Bluepoints Marina facilities. Existing utilities shall remain in service as required to maintain service to adjacent tenants. Demolition scope shall be coordinated with the Marine Works designer to ensure all required demolition is captured within the program.

7. Temporary facilities: Existing utility service and vehicular access to Ketchum

Park, the Cove and Marina districts will need to be maintained throughout construction. Design of temporary facilities to maintain utility access and vehicular service, if needed, will be included in this scope of work as needed.

8. Design vessels will be communicated to the successful proposer following approval of the Contract by the Canaveral Port Authority Board of Commissioners. It should be anticipated that the design vessels will be of a size and passenger count up to 8000.

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

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

Engineer will provide a suggested level of data collection for the Owner’s review.

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11. Subsurface exploration using ground penetrating radar will be included in this scope of work to encompass the planned terminal, support facilities, and garage footprints. The Engineer will provide a suggested level of data collection for the Owner’s review.

12. Prepare Opinions of Probable Cost for the work at multiple stages throughout design. The cost projections will be required at the 30/60/90/100% design phases.

13. Prepare Facility Light Management Plan (FLMP) in accordance with the

Canaveral Port Authority’s exterior light management plan. FLMP shall be submitted for review and approval by the Canaveral Port Authority at multiple stages throughout design. The FLMP will be required at the 30/60/90/100% design phases.

14. Attend bi-weekly review/coordination meetings with Port staff. These meetings will be requested and conducted by Port staff from project inception to completed drawings as needed.

15. Provide one Architectural D size and one Architectural C size printed copies of all design submittals to the Canaveral Port Authority for review.

16. Offsite Wayfinding Signage: Existing internal Port and external Port wayfinding signage will require updating to include the new cruise terminal as a destination.

External Port wayfinding signage includes, but is not limited to, FDOT signage along SR528, SRA1A, and SR401. Internal Port wayfinding signage includes, but is not limited to, signage along George King BVD and signage within the northside cruise areas.

Task 2: Bidding Support

1. Coordinate with CPA staff and prepare the bid documents. Provide one electronic set of original plans (both .pdf and CAD) and specifications to be included in the 100% permit set that will be distributed by CPA staff. Provide a minimum but not limited to 4 sets signed and sealed for the contractor to submit for permitting to CPA as required by the CPA Building Department. 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), CBP, FWC, FDEP and USCG. 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 shop drawings and assist CPA staff with the preparation of responses to contractor questions and requests for information.

2. Review the contractor's monthly schedule updates and applications for payment. Assist CPA staff with permit reporting and notifications and permit

RFQ-25-5 6 of 24 closeouts.

3. Perform bi-weekly site visits of the construction site for compliance with the design documents and to coordinate with CPA staff and/or CPA’s Owner’s Representative. Each visit will be for an average of three hours. Report critical issues/findings within 48 hours. Take digital photos of the construction progress and provide a monthly summary report of the observations. Site visits shall include all applicable engineers as required based on current phase of construction. The Design Team shall use Procore, CPA provided, for all construction support tasks.

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

5. Review the contractor's As-Built drawing submittal and update the AutoCAD drawings. Provide an electronic copy of the As-Built record drawings (all plan sheets, all disciplines) in CAD and PDF format to CPA staff.

D. Deliverables:

The following deliverables will be required for Task 1, Task 2 and Task 3:

Task 1: Terminal, site, garage and roadway improvements layout and site plans;

terminal building, site and garage pedestrian and vehicular flow diagrams; terminal floor plans and building elevations; permit sketches; Design plans and specifications at 30% complete, 60% complete, 90% complete, and 100% complete; Opinion of Probable Cost at 30/60/90/100%. Facility Light Management Plan at 30/60/90/100%;

Design/Build criteria package for a minimum 2400 car garage. 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 shop drawings, requests for drawing clarifications, and requests for information during construction; issuance of field orders and drawing revisions during construction; Weekly construction observations and monthly quality reports; Updates to AutoCAD drawings. Task 3 fee will be negotiated and included in a purchase order addendum following bidding.

III. TERM; TERMINATION; SUSPENSION OR DELAYS

1. Term: This Agreement shall be effective upon the Effective Date and, unless previously terminated as set forth below, shall continue in effect for one (1) year.

Unless otherwise terminated or cancelled, the Agreement may be extended, effective upon the third anniversary date of the Effective Date, each year for a total of no more

RFQ-25-5 7 of 24 than two (6) month periods. Any renewal of this Agreement is contingent upon satisfactory performance evaluations by the AUTHORITY and subject to the availability of funds. Costs for renewal may not be changed. The initial one-year term of this Agreement, together with any authorized extensions, shall be known as the “Term” of this Agreement.

2. Termination:

(1) The AUTHORITY may terminate this Agreement 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 Agreement for cause, without prejudice to any other right or remedy of the AUTHORITY, if CONSULTANT fails to perform its obligations in accordance with this Agreement; the applicable professional standard(s) of care; or all lawful and reasonable directives or instructions of the

AUTHORITY.

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

(D) 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 Agreement. 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.

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

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

3. 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

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CONSULTANT’s Services and for any other time impacts arising in connection with the performance of the CONSULTANT’s Services under this Agreement, and CONSULTANT shall not be entitled, under any circumstances, to any monetary or other damages for delay or other time impact.

(B) If continuing service 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 Agreement 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 Agreement 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.

IV. TASK BUDGET

• Task 1: TBD

• Task 2: TBD

• Task 3: Future

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.

V. PROJECT SCHEDULE

Due to commitments for cruise vessel berth delivery, timely performance of all tasks under this scope of work is crucial to overall project success. At 30%, 60%, and 90% design milestones, the CONSULTANT will perform a virtual walkthrough of the terminal with the AUTHORITY using Autodesk® BIM 360™ (or equivalent). The design milestone schedule is as follows:

Demolition Package TBD Offsite Utilities/Site Access/Roadway Package TBD 30% Design November 21, 2025 60% Design March 13, 2026 90% Design June 19, 2026 (Bid Set) 100% Design August 14, 2026 (Permit Set)

Weekly Design & Stakeholder Coordination Meetings will be held starting immediately following the Notice to Proceed (anticipated in late June 2024) and the completion of final tender documents as outlined below. It is anticipated that one (1) of these meetings every month will be held in person at the AUTHORITY offices and three (3) of these meetings every month can be held via a web-based collaboration software provided by the CONSULTANT. The web-based collaboration software will support

RFQ-25-5 9 of 24 interaction from stake holders at multiple locations, and will allow for audio, video and computer screen sharing.

Terminal, Sitework and Roadway Improvements

Tender documents inclusive of 100% design and specifications will be completed in March 2025. Advertisement for the solicitation for construction will begin in January 2025. It is anticipated that the contract for construction will be awarded in March 2025 and will include final permit conditions.

Garage Design/Build Criteria Package

Tender documents inclusive of 30% design and 90% specifications will be completed in September 2024. It is anticipated that advertisement for the solicitation for the construction will begin in September 2024. It is anticipated that the contract for construction will be awarded in December 2025 and will include final permit conditions.

Items to be furnished by CPA Engineering:

Existing geotechnical investigation reports for reference only, if applicable; example permits and permit conditions from past projects of a similar nature.

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

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 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.

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:

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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

RFQ-25-5 12 of 24 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 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;

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

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

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

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

RFQ-25-5 14 of 24 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.

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

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

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

A. Commercial General Liability – commercial general liability

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

(1) premises and operations;

(2) products and completed operations;

(3) broad form property damage

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

(5) explosion, collapse and underground hazards;

(6) personal injury & advertising liability; and

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

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

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

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

AUTHORITY.

Limits of Liability Shall not be less than:

$1,000,000 Each Occurrence $1,000,000 Personal and Advertising Injury $2,000,000 General Aggregate

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

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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”. If USL&H and/or Jones Act are not required, it will require written approval from the AUTHORITY’s Risk Management Department.

2. Employer’s liability insurance coverage including USL&H and Jones Act insurance in the amount of not less than

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$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 anapproved coverage without prior written approval from the AUTHORITY. A Waiver of Subrogation Endorsement is required.

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

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

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

RFQ-25-5 18 of 24 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 Engineering Department 445 Challenger Road, Suite 301 Cape Canaveral, FL 32920

IVX. 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

RFQ-25-5 19 of 24 treated during employment without regard to their race,…