RFQ-25-8

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

REFERENCE AND PLANNING PURPOSES ONLY AND REMAINS SUBJECT TO

FINALIZATION.**

CONTINUING CONTRACT FOR COASTAL ENGINEERING SERVICES

(RFQ-25-8)

This CONTINUING CONTRACT FOR COASTAL ENGINEERING SERVICES (the

“AGREEMENT”) is made this _____ day of __________, 2025 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 (“CPA” or “Authority”) and [ENTITY NAME], [insert entity type], whose address is XXXXX (the “Consultant”). From time to time, Authority and Consultant may be referred to individually as a “Party” or collectively as the “Parties”.

WHEREAS, Authority desires to obtain professional coastal engineering and associated services on an as-needed basis (as more particularly described below, the “Services”);

WHEREAS, Authority issued Request for Qualifications number RFQ-25-8 for said Services (the “RFQ”), and Consultant submitted a responsive proposal (the “Proposal”);

WHEREAS, CPA’s Board of Port Commissioners met at a regularly scheduled meeting on [insert date], and selected Consultant to furnish the professional services solicited; and

WHEREAS, the Parties desire to enter into this Agreement to memorialize the terms under which Consultant will provide said Services;

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

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

A. This Agreement, inclusive of all attached exhibits;

B. The RFP; and C. The Proposal, inclusive of all attachments.

With respect to any conflicts between this Agreement, the RFP, and the Proposal, any such conflict shall be resolved by first looking to this Agreement, second looking to the RFP, and third to the Proposal. To the extent of any conflict between the Contract Documents and any other terms and conditions of Consultant, the Contract Documents shall control.

II. TERM, TERMINATION, SUSPENSION, AND DELAY

A. Term

This Agreement shall be effective upon execution by both parties (the “Effective Date”) and shall continue in effect for three (3) years (the “Initial Term”). As needed to fulfill the Services (as defined below), the Agreement will automatically extend for up to two (2) twelve (12) month period(s) (each an “Extension Term”), upon the same terms and conditions, unless terminated by either Party by providing written notice to the non-terminating Party not less than ninety (90) days prior to the expiration of the then-existing Term. The Initial Term, together with any Extension Terms, are collectively referred to as the Term (“Term”). No work shall be authorized or issued after the time period stated above.

However, actual completion of the Services in a Purchase Order may extend beyond such Term, unless the Agreement is terminated by mutual written consent of the Parties as otherwise provided herein.

B. Termination

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

2. Authority may terminate this Agreement for cause, without prejudice to any other right or remedy of Authority, if Consultant: (1) fails to substantially perform its obligations in accordance with this Agreement; 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 Consultant’s services and other work are furnished; or all lawful and reasonable directives or instructions of Authority, and (2) if any such nonperformance can be corrected, 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 Authority.

3. Consultant may terminate this Agreement for cause, without prejudice to any other right or remedy of Consultant, if 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.

4. Upon termination, Consultant will be paid for all authorized services and other work satisfactorily performed and authorized expenses incurred up to the termination date. 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.

5. 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.

C. Suspension, Delay, or Interruption of Services

1. Authority may suspend, delay, or interrupt the services or other work of

Consultant under this Agreement or any related Purchase Order for the convenience of Authority. In such event, Consultant’s schedule for the Project shall be equitably adjusted.

An adjustment to Consultant’s schedule for the period of any suspension, delay, or interruption of services or other work for any the Project shall be Consultant’s sole and exclusive remedy for any suspensions, delays, or interruptions to the performance of Consultant’s services and other work and for any other time impacts arising in connection with the performance of Consultant’s services and work under this Agreement, and Consultant shall not be entitled, under any circumstances, to any monetary or other damages for delay or other time impact.

2. If the Project is abandoned or suspended by Authority, Authority shall pay Consultant for all authorized services and other work satisfactorily performed and authorized expenses incurred up to the date of abandonment or suspension. Authority will thereafter have no further obligation to Consultant for payment of compensation under this Agreement unless and until the Project is resumed by Authority, and, then, payment for resumed services and work shall be made in accordance with the payment provisions of this Agreement and Florida law. Unless Authority authorizes in writing, Consultant shall not perform any services or other work relating to the Project, and shall not be entitled to receive payment from Authority on account of any services or other work 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 CPA. Time is of the essence in the performance of Consultant’s Services. Consultant shall provide a project schedule for review and acceptance by CPA. In 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 CPA’s prior written approval.

III. SCOPE OF SERVICES

Consultant may be requested to furnish to CPA, to CPA’s satisfaction, some or all of the services as shown on Exhibit “A” attached hereto and incorporated herein, on an as-needed basis (each a “Project” and collectively, the “Services”), including all professional staff, materials, equipment, supplies, and other resources necessary to perform the Services.

Consultant acknowledges and agrees that CPA is not required or obligated in any manner whatsoever to award any specific amount of work under this Agreement.

VI. COMPENSATION TO CONSULTANT

Authority shall pay Consultant for the above Services as authorized by a “Purchase Order” issued by Authority and satisfactorily completed and furnished to Authority in accordance with the following:

A. The hourly rate schedule of Consultant, as set forth on Exhibit “B”, attached hereto and incorporated herein. The total compensation due under this Agreement for Consultant’s satisfactory performance of the Services are not to exceed $xxxxx without the prior written authorization of Authority. All tasks shall be billed time and material. No overtime payment shall be approved by Authority. Although it is unlikely due to the task-based duration of this Agreement, at the sole discretion of Authority annualized cost of living increases may be considered. If authorized by Authority, increases shall not exceed the rate established annually by the Federal Bureau of Labor Statistics. The rate schedule may be adjusted for cost-of-living expenses each January 1, beginning in 2027, upon review and approval of Authority. The hourly rate schedule may be modified only in writing executed by the Parties.

B. Consultant will engage and pay for services of other qualified and licensed professionals as needed to complete Consultant’s work under this Agreement. Consultant will use those services approved by Authority whenever possible and bill 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. Consultant shall also be reimbursed at cost, without mark-up, for the following actual and necessary costs and expenses reasonably and properly incurred by Consultant in furtherance of furnishing services or other work under this Agreement, provided that Consultant furnishes to Authority supporting documentation and/or receipts:

1. Automobile travel (excluding travel between any of Consultant’s offices or between any Subconsultants’ offices), other travel and per diem expenses when requested by Authority shall be in accordance with Section 112.061, Florida Statutes and Authority’s Travel Policy, as may be amended from time to time (current copy available upon Consultant’s written request to Authority);

2. Reproductions when purchased from a third party and for which

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 Authority to be supplied to a third party;

3. Permit, platting, filing or other fees paid by Consultant on behalf of

Authority;

4. Tools and equipment rental when requested by Authority;

5. Special items of postage or overnight deliveries when specifically requested by Authority to be sent to a third party; and

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

D. 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.

Consultant’s invoices shall be submitted with detail satisfactory to Authority and sufficient for a proper pre-audit and post-audit of said invoices.

E. Consultant agrees to keep and maintain all of its direct personnel expense records, Consultant expense records and other expense records pertaining to the Project and its record of accounts between Consultant and Authority pertaining to the Project on a generally recognized and acceptable accounting basis. 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 Consultant. All of the foregoing records and documentation shall be retained by Consultant for a minimum of three

(3) years from the date of completion or other termination of this Agreement, or such longer time as may be required by this Agreement or law, whichever is later. These records and documentation shall be available to Authority or Authority’s designated representatives for inspection and copying at all reasonable times.

V. SUBMISSION, OWNERSHIP, AND USE OF Consultant’s WORK PRODUCT

Consultant shall furnish to 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 Authority pursuant to this Agreement and any related Purchase Order (“Consultant’s Work Product”).

A. Consultant shall deliver to Authority reproduced copies of all Consultant Work Product promptly upon completion of said Consultant Work Product, unless it is necessary for Consultant, in Authority’s sole discretion, to retain possession for a longer period of time.

Upon termination of Consultant’s and other work under this Agreement, Consultant shall promptly deliver to Authority all original Consultant Work Product, whether complete or incomplete. Authority shall have the right to use any and all Consultant Work Product.

Consultant shall retain copies of original Consultant Work Product for Consultant’s permanent records. However, same cannot be used by Consultant or any other person without Authority’s prior express written consent. Consultant agrees not to recreate any designs, or other tangible Consultant Work Product contemplated by or originally produced or developed under this Agreement or any related Purchase Order, or portions thereof.

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

VI. SUBCONSULTANTS

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

1. Consultant shall obtain Authority’s written consent prior to engaging the services of any proposed Subconsultant;

2. Authority shall not be liable to Consultant in any manner arising out of

Authority’s non-consent to a proposed Subconsultant;

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

4. Consultant shall direct and coordinate the services of any Subconsultant commissioned by Consultant;

5. Consultant shall bear full responsibility under this Agreement for all services and work performed by or for 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 Consultant from any of its duties under this Agreement;

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

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

8. 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 Consultant all obligations that Consultant assumes toward Authority in this Agreement;

and

9. 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 Authority and any Subconsultant or any obligation of Authority to any Subconsultant.

VII. COMPLIANCE WITH LAWS AND OTHER REQUIREMENTS

In the performance of the Services and other work under this Agreement, 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. 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 Consultant shall be signed and sealed by a professional licensed to provide the subject professional services in the State of Florida.

VIII. WARRANTIES AND REPRESENTATIONS OF CONSULTANT

Consultant hereby represents and warrants to Authority that:

1. Consultant has the education, experience, skill, and knowledge necessary to perform the services and other work under this Agreement;

2. 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 Agreement, any related Purchase Order, or Subconsultant agreement, and shall maintain said licenses through the duration of this Agreement;

3. Consultant will, upon request of 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 Agreement, and it is understood by Consultant that Authority may, at any time, require Consultant to 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 Authority, is unfit, unqualified, or not licensed for the proper performance of his or her duties;

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

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 Authority and such other person; and

6. Consultant shall perform the services and other work under this Agreement in accordance with generally accepted professional standards and in the most expeditious and economical manner, and consistent with the best interests of Authority.

IX. ERRORS AND OMISSIONS

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

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

X. INDEMNITY

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

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

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

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

XI. INSURANCE

Prior to the commencement or performance of any Services or other work under this Agreement, Consultant shall procure and maintain, at Consultant’s sole cost and expense, and without any cost or expense to Authority, such liability and other insurance as is appropriate for Consultant’s services and work performed and all obligations under this Agreement (whether said obligations are to be performed by 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 Agreement is an express condition precedent to Consultant’s commencement of its services and other work and to any obligation of Authority to issue any payment to Consultant under this Agreement.

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 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:

Minimum limits of $1,000,000 per occurrence/$2,000,000 general aggregate, combined single limit for Bodily Injury Liability and Property Damage Liability Premises and Operations Independent Contractors Products and Completed Operations Coverage to be written on an “occurrence” basis.

Waiver of subrogation endorsement to be issued in favor of Authority.

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 $2,000,000. Said Professional Liability insurance shall provide insurance coverage for all sums that 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 Agreement 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 Consultant under the scope of this Agreement, including any modification(s) thereto. A waiver of subrogation endorsement is required to be issued in favor of Authority.

D. Workers’ Compensation and Employer’s Liability

1. Workers’ compensation insurance coverage to apply for all employees of

Consultant and anyone for whom Consultant may be liable for workers’ compensation claims arising out of or relating to the services or other work performed under this Agreement 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.

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 Agreement. 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 Authority’s Risk Management Department.

2. Employer’s liability insurance coverage including USL&H and Jones Act insurance in the amount of not less than $1,000,000 for each accident for bodily injury and not less than $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 Authority. A Waiver of Subrogation Endorsement is required.

2. Additional Insured: Each liability policy required by this Agreement, excluding Professional Liability and Workers Compensation, shall designate or name Authority, and 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 Authority. 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

Consultant shall be subject to approval of Authority. Consultant shall file with Authority prior to commencing any services or other work under this Agreement, and at such other times requested by 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 Agreement 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 Agreement; (e) state that the insurer will mail notice to Authority at least thirty (30) days prior to any material changes in provisions or cancellation of any policy; and (f) identify 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 Authority shall in no way relieve Consultant of any duty or responsibility under this Agreement. The Certificates of Insurance shall be forwarded directly to the following:

Canaveral Port Authority 445 Challenger Road, Suite 301 Cape Canaveral, FL 32920 Attn.: Director, Risk Management

4. Subconsultants’ Insurance: 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 Consultant in this Agreement. Consultant shall require its Subconsultants of any tier to furnish to Authority, prior to said Subconsultants performing any services or other work contemplated by this Agreement and thereafter upon Authority’s request to 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 Agreement covering Consultant or its Subconsultants of any tier shall include an endorsement providing that the insurers waive their rights of subrogation against Authority and Authority’s officers, directors, agents, representatives, employees, assigns, insurance carriers, and attorneys. 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 Authority and 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 Agreement.

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 Agreement, without at least thirty (30)-days’ written notice to Authority as Additional Insured. In the event any insurance coverage expires prior to the completion of the services or other work under this Agreement, renewal Certificates of Insurance shall be furnished to Authority (Attn.: Director, Risk Management) by no later than thirty (30) days prior to the date of expiration.

XII. 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.: Senior Director, Environmental

Phone: (321) 394-3256

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

If to Consultant:

[entity name] Address Line 1 Address Line 2 Attn.:

E-mail (non-legal notices):

Phone:

All such notices, requests, or other communications shall be deemed to have been given on the date of personal receipt or proven delivery. A Party may hereafter specify a different address by providing notice in accordance with this section to the other Party.

XIII. MISCELLANEOUS PROVISIONS

1. Equal Employment Opportunity: In connection with the award performance of its obligations under this Agreement, 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. 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. Consultant shall insert this provision in all subcontracts under this Agreement except subcontractors for standard commercial supplies or raw materials.

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

3. Certification of Restrictions on Lobbying: Consultant agrees that no federal appropriated funds have been paid or will be paid by or on behalf of 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 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. Consultant agrees to include the language of this paragraph in award documents for all subcontracts and requires all subcontractors to certify and disclose accordingly.

4. 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. Consultant is not responsible for any errors or omissions in the information from others that are incorporated into the record drawings.

5. Advertisements, Permits, and Access: Unless otherwise agreed, 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 Consultant’s services or Project construction. Note this does not include Consultant’s security access requirements.

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

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

8. Jurisdiction and Venue: With respect to any claim or cause of action, whether in law or equity and regardless of the nature of the claim or cause of action, arising out of or relating to this Agreement or the services or work performed under this Agreement, Authority and 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.

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

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

12. Prohibition Against Contracting with Scrutinized Companies: This

Agreement may be terminated at the option of Authority if 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 Law: Authority is a public entity subject to Chapter 119, Florida Statutes (“Florida Public Records Law”). In the performance of the services set forth herein, unless exempt from public access by Article I, Section 24(a) of the Florida Constitution or Section 119.07, Florida Statutes, 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 Consultant in conjunction with this Agreement. Consultant’s failure to do so shall constitute cause for Authority to terminate this Agreement.

IF CONSULTANT HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

CONSULTANT’S DUTY TO PROVIDE PUBLIC RECORDS PERTAINING

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

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

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

15. Binding Effect: Authority and Consultant, respectively, bind themselves, their successors and permitted assigns to the other party to this Agreement, and this Agreement shall be binding upon, will inure to the benefit of, and will be enforceable by and against Authority and Consultant and their respective successors and permitted assigns.

Neither Authority nor Consultant shall assign this Agreement in any fashion without the written consent of the other.

16. Independent Contractor: Consultant expressly acknowledges that

Consultant is an independent contractor, that it is not the representative or agent of Authority, and has no authority to act for or on behalf of Authority or to bind Authority to any agreement or in any other manner.

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

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

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

[SIGNATURE PAGES TO FOLLOW]

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

“CPA”:

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

Date: __________________________

[SIGNATURES CONTINUED NEXT PAGE]

“Consultant”:

[ENTITY], [entity type], By: __________________________

Name: __________________________

As Its: __________________________

Date: __________________________

Exhibit “A”

Scope of Services

Provide professional coastal engineering and associated services to CPA for the interior and adjacent waters and ocean shorelines, related to implementation of the Port Canaveral Inlet Management Plan (IMP), including but not limited to inlet sediment management, dredging, nearshore disposal of dredged sediments, navigation, jetties, inlet deepening and widening, water quality, environmental resources, boat ramps and recreational amenities at Port Canaveral and Jetty Park, bulkheads, channel embankments, sediment traps, sand bypassing, beach nourishment, shoreline improvements, and Port operations and expansions, including but not limited to:

1. Engineering analysis, computer modeling and wave/current analysis, design and planning recommendations, cost estimating, preparation of construction/bid documents;

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

3. Preparation of construction plans and specifications;

4. Construction management and review, including assistance with Project solicitation, award, pre/post-construction notices, surveys, field-review, and permit-compliance review;

4. Pre- and post-construction physical monitoring, including beach and structure surveys and engineering reports; post-storm surveys and damage assessment reports;

5. Environmental surveys and reports, including marine turtles & shorebirds, beach lighting surveys, beach mice, fish & infaunal surveys, and invasive coastal species management;

6. Coordination with Florida Fish and Wildlife Conservation Commission, US Fish and Wildlife Service, and US Space Force for beach lighting and species management;

7. Collection and assessment of data for flushing and circulation, beach and harbor sediments;

8. Engineering assessment of littoral processes attendant to Port Canaveral Entrance and updating the Port Canaveral Inlet Sediment Budget for the inlet and adjacent ocean shorelines, and coordinating with FDEP to update the Port Canaveral Inlet Management Plan;

9. Coordination and acting as liaison between the CPA and government agencies such as Brevard County, US Army Corps of Engineers, US Space Force, US Navy, Florida Dept. of Environmental Protection, and local communities for the implementation of dredging, sand bypassing, nearshore disposal, beach monitoring and management, and beach nourishment from sand bypass, upland, and offshore sources;

10. Coordinate and conduct beach compaction measurements, tilling, and escarpment removal;

11. Review of USACE plans and specifications for inlet, navigation, and beach improvements; preparing comments and revisions; and conducting review and coordination with USACE for the implementation and monitoring of the work projects;

12. Preparation of quarterly reports; preparing Local Government Funding Requests for Inlet Management; and assisting CPA with grant management and reimbursement of FDEP grants for Port Canaveral Inlet Management, and other grants to CPA as applicable;

13. Preparation of websites or outreach materials, updates, and coordination with CPA for public presentations and media briefings related to sand and environmental management at Port Canaveral.

14. Other coastal engineering-related services as assigned.

Exhibit “B”

Consultant’s Fee Schedule

(# page(s) to follow)