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REQUEST FOR QUALIFICATIONS RFQ-1-0-2019/GIINTERMODAL CARGO YARD IMPROVEMENTS

ENGINEERING SERVICESNovember 1, 2018

Manatee County Port Authority, a political subdivision of the State of Florida (hereinafter the "Authority" or the "Port") will receive Responses from corporations, partnerships, and other legal entities authorized to do business in the State of Florida, pursuant to F.S. 287.055, regarding qualifications to provide professional engineering services associated with expansion of an intermodal cargo yard at Port Manatee.

PRE-SUBMITTAL MEETING: A Mandatory site visit and information conference will be held November 13, 2018, at 1:00 P.M., local time, meeting at Port Manatee Access Control, 1705 Piney Point Road, Palmetto, FL, 34221. All Responders are required to attend.

DEADLINE FOR CLARIFICATION REQUESTS: November 21, 2018 at 5:00 P.M., local time, shall be the deadline to submit all inquiries, suggestions, or requests concerning interpretation, clarification or additional information pertaining to this Request for Qualifications to the Port.

TIME AND DATE DUE: Responses will be received until December 4, 2018 at 1:00 P.M., local time, at which time they will be opened. The public may attend the proposal opening, but may not immediately review any proposals submitted.

EVALUATION COMMITTEE MEETING: The Evaluation Committee public meeting will be held December 6, 2018 at 1:00 P.M., local time, at Port Manatee Access Control, 1705 Piney Point Road, Palmetto, FL 34221.

LOBBYING: A prohibition of Lobbying is in effect. Please review the “Lobbying” subsection in the “Parameters” section carefully to avoid violation and possible sanctions.

CONTACT FOR INFORMATION:George F. Isiminger, P.E., Senior Director of Planning, Engineering and Environmental AffairsManatee County Port Authority(941) 722-6621 (Office)gisiminger@portmanatee.com

AUTHORIZED FOR RELEASE: ____

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Table of Contents

1. Scope of Services 41.1. Work 41.2. Project Control 51.3. Quality Control 61.4. Personnel 6

2. Selection Process 72.1. Evaluation Factors 72.2. Preliminary Ranking 72.3. Review of Responders and Responses 72.4. Selection for Negotiation 82.5. Award 8

3. Response Content and Submittal Requirements 93.1. Approach 93.2. Statement of Qualifications 93.3. Licensing 93.4. Background and Size 93.5. Staffing Plan 103.6. Experience by Project 103.7. Qualifications by Personnel 103.8. Economic Benefit 113.9. Legal Capacity 113.10. Willingness to Meet Time and Budget Requirements 113.11. Recent, Current and Projected Workload 123.12. Certified Minority Business Enterprise 12Location 123.14. Local Office, Procurement, Hiring 123.15. Ownership Interests 123.16. Audit Authorization 133.17. Legal/Disciplinary Proceedings 133.18. Response Submittal 13

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3.19. Legal Name 133.20. Sealed and Marked 133.21. Requirements for Delivery of Responses 143.22. Opening Location 14

4. Parameters 154.1. Publication of Notices and Documents 154.2. Clarification, Addenda and Registration 154.3. Response Expenses 164.4. Disclosure 164.5. Errors and Omissions 164.6. Disqualification Due to Non-responsiveness 164.7. Reserved Rights 164.8. Applicable Laws 174.9. Code of Ethics and Conflict of Interest 174.10. Collusion 18Public Entity Crimes 184.12. E-Verify 194.13. Lobbying 194.14. Equal Employment Opportunity 204.15. Americans with Disabilities Act 204.16. Responses from Related Parties/Multiple Responses Received from One Responder 204.17. Add/Delete Services 204.18. Bid Protest 21

5. Negotiation of the Agreement 225.1. General 225.2. Agreement 22

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1. Scope of Services

The Port expects that this Request for Qualifications will result in an award of a contract to provide engineering services associated with expansion of an intermodal cargo yard at Port Manatee. Information on the Port is available on the Port’s website (http://portmanatee.com).

1.1. Work

The following generally describes the scope of services that will be the successful submitter’s (hereinafter the “Engineer”) responsibility.

The existing intermodal cargo yard to be expanded is the 10-acre container yard constructed in 2012 and 2013 behind Berth 14 at the south side of Port Manatee. It is the west 10 acres of a 29-acre design that was permitted through FDEP and Manatee County. The permitting specified the storm water treatment pond required to treat runoff from the 29 acres and the additional undeveloped parcel to the north of the west ten acres. The entire pond has been built. The permits were extended to the maximum extent allowed and have expired. Unsuitable soils, generally clay layers, had to be removed and replaced for construction of the existing facility. Similar conditions have been detected in the expansion areas. Old plans, permits and geotechnical information will be made available to the selected Engineer for reference.

The proposed expansion related to these engineering services is northward expansion to develop the north parcel and eastward expansion to a limit to be determined considering the budget. The project budget, including but not necessarily limited to engineering and construction, is $5,250,000. State grant funding is involved.

The Engineer will perform the following:

1. Develop design parameters with the Port. 2. Assess the subsurface conditions, augmenting existing information as necessary, for

design of the improvements. 3. Design the proposed improvements, including preparation of construction plans and

technical specifications, all information required for permitting, including contractor’s permits, and certifications, including Engineer-of-Record services. Provide for pavement system, drainage and treatment system, high mast lights, reefer plugs, and fire protection. Plan the electrical system with FPL’s input.

4. Prepare and process permit applications for the required permits, including but not necessarily limited to Florida Department of Environmental Protection (DEP) Environmental Resource Permit, dewatering permit, if applicable, and water distribution system permit, and Manatee County’s required form of site plan approval, and provide the information and documents necessary for the contractor’s permits, and provide related post-construction documentation and certifications required for transfer to operation. Includes environmental site assessment and analysis necessary for permitting.

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5. Provide bidding phase engineering services for a design-bid-build to budget approach including preparation of bidding documents, construction contract documents, incorporation of Port front-end specs, engineer’s estimate, pre-bid meeting, and contractor selection recommendation. Includes cost estimating. Use widely recognized standard specifications approved by the Port (such as AIA or EJCDC).

6. Provide construction phase engineering services including kick-off meeting, progress meetings, review and processing of shop drawings, RFIs, change order requests and other submittals, construction observation including geotech and materials testing, punch list, record drawings, and all other engineer responsibilities set forth in the approved standard specifications.

7. Provide any remaining professional services necessary to achieve the project. The intent is for the Consultant to be responsible for any and all professional services reasonably expected to be needed to accomplish the intermodal cargo yard improvements described.

The Engineer shall perform all services in accordance with generally accepted professional standards. The Engineer shall perform all services as expeditiously as is consistent with professional skill and care and the orderly progress of the work. All plans, specifications, construction contract documents, and other similar engineering, construction, and contractual documents produced by the selected Engineer for the project shall be developed in accordance with sound engineering principles and applicable deign criteria, and with generally accepted professional standards. All work of any kind, shall conform to and be in compliance with, and the engineer shall be familiar with, all applicable codes, laws, ordinances, zoning and permitting requirements, regulations and restrictions, public notice requirements, guidelines, standards, procedures and directives that apply to the scope and location of the project.

Grant funding requirements apply.

A model contract is attached.

Engineer selection is planned for December, 2018, with engineering contract award in January, 2019. The work is to be completed without delay.

1.2. Project Control

The Engineer shall:

1. Develop and maintain a project reporting system tracking all critical events, both scheduled and actual, for the project. Said report shall be submitted to the Contract Manager as requested.2. At a minimum, participate in project meetings with the Contract Manager as requested to relate current status of overall project schedule, noting exceptions and suggesting actions required to correct schedule exceptions.

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1.3. Quality Control

The Engineer shall:

1. Assure quality and provide quality assurance and performance tracking.2. Prepare and submit required reports to grants/regulating agencies.3. Insure delivery schedules and the integrity of the products.4. Be responsible for errors and omissions to the plans and specifications.

1.4. Personnel

The Engineer shall:

1. Provide a full cadre of qualified personnel as necessary to effectively carry out its responsibilities under this Request for Qualifications.

2. Utilize only competent personnel, who are qualified by experience and education, and who are acceptable to the Contract Manager.

3. Change the professional personnel working on activities pursuant to the Contract only as approved by the Contract Manager.

4. Attend project decision meetings as requested by the Contract Manager.

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2. Selection Process

Responses will be evaluated by an evaluation committee made up of Port staff. The evaluation committee will rank the firms considered suitable by preference and prepare a recommendation to be presented to the Manatee County Port Authority for certification and authorization to negotiate a contract. The selection proceedings will be public meetings.

2.1. Evaluation Factors

The Authority has decidedly not deemed all consultants previously selected for continuing contracts unqualified for consideration under this solicitation. This project is estimated to exceed one or more of the monetary limits in 287.055 F.S.

The evaluation committee will first validate that minimum qualifications for further consideration have been met. To qualify for any consideration, the information submitted must contain proof of any licensing or certification which will be required by law to perform the services described in this RFQ and demonstrate substantial, recent and verifiable experience in performing or overseeing the performance of the services described in this RFQ. Those Responders found to be in compliance will be considered by the evaluation committee.

The evaluation committee’s goal will be to identify the Responder(s) which will overall best meet the needs of the Port as determined from the responses received and subsequent investigation by the Port, and previous experience of the Port working with the Responder, if applicable. General evaluation factors to be applied will include, but not be limited to the following:

1. The value and amount of related experience of the Responder(s) and key personnel.2. The perceived ability of the Responder(s) and key personnel to perform the Scope of

Services as stated in this Request for Qualifications in a high quality, timely and efficient manner.

3. The legal, technical and financial capabilities of Responder(s).

2.2. Preliminary Ranking

An evaluation committee shall meet publicly and evaluate the response to this Request for Qualifications and determine if any subsequent investigation is necessary. The evaluation committee shall determine the Responder(s) qualified to be selected to negotiate an agreement and their ranking.

2.3. Review of Responders and Responses

The Evaluation Committee may ask questions of the Responder at any Evaluation Committee

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meeting for the purposes of assuring full understanding of: (a) conformance to the solicitation requirements, (b) the abilities of the Responder, and (c) the Response submitted. If there is only one Evaluation Committee meeting, that may be the Responder’s only chance to address any questions. Responders are urged to attend the Evaluation Committee meeting(s) in case there are any questions.

2.4. Selection for Negotiation

The evaluation committee will rank the firms considered suitable by preference and prepare a recommendation to be presented to the Manatee County Port Authority for certification and authorization to negotiate a contract. Upon certification and authorization to negotiate a contract, the Executive Director, or his designee, will invite the most qualified firm to enter negotiations.

2.5. Award

Award of an agreement is subject to the successful negotiations, approval of the Manatee County Port Authority, and may be subject to the approval of the Florida Department of Transportation.

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3. Response Content and Submittal Requirements

This section identifies specific information which must be contained within each Response. Order the contents of the Response as listed in the following sections. Make the responses as short and concise as will serve the purpose. This package is not intended to cost you a lot of time and money to produce. Subjects can always be further explored during the evaluation meeting(s). Demonstration of particular ability in addressing matters in a short and concise manner will reflect positively.

3.1. Approach

If, and only if, you consider some particular requirement of the project out of the ordinary, describe the matter and the proposed approach to dealing with it here.

The response to this section is not to exceed 100 words.

3.2. Statement of Qualifications

State that the Responder is qualified to perform all of the subject services. Additionally, if the Responder is a team of multiple entities, identify which parts of the team are qualified to perform which parts of the scope, without leaving any part of the scope out. This section is intended only to assert and confirm qualifications, not to back up level of qualifications.

The response to this section is not to exceed 50 words.

3.3. Licensing

Present proof of any licensing or certification which will be required by law to perform the services set out in the scope of services required in this RFQ.

Simply attach copies of certification documents. Any clarification necessary is not to exceed 50 words.

3.4. Background and Size

For each member firm, state the size, in terms of number of professional personnel and number of non-professional personnel, of the firm and the size of each office that is the main base for personnel included in the staffing plan referenced below. Provide a general description of the types of services provided by each office.

The response to this section is not to exceed 100 words.

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3.5. Staffing Plan

Identify the designated primary contact for the Port and the key personnel required to perform the services proposed in the Response. Provide the location of the main office of each person.

Show the information in an organization chart. Any clarification necessary is not to exceed 50 words.

3.6. Experience by Project

Provide a one-page description of each of your three most similar past projects, similar in terms of scope and personnel in the staffing plan. In the event more than one firm is joining in making this Response, include three similar past projects for each firm, similar in terms of the portion of the scope in which they will be involved and personnel in the staffing plan. In addition, provide a one-page description of each past project performed for the Port, up to the three most recent projects.

Provide the following details for each relevant past project:

1. The name and location the project;2. The name(s) of the firm(s) who performed the services;3. The name and location of the client, and the name, title and telephone number for the

client’s contract manager for the project;4. The names of the key personnel designated for the services in this RFQ who were

involved in the project and a description of their involvement;5. The year of performance and the date the project was fully operational and accepted;6. The specific details of the project including the components and subcontractors utilized;7. The names and telephone numbers of the persons representing the individual agencies

with which the identified key staff directly worked; and8. The governmental agency, if any, which verified compliance with its requirements or

standards, and the names and telephone numbers of the key persons with direct knowledge of this process to achieve compliance.

3.7. Qualifications by Personnel

Provide a one-page description of the qualifications and experience of the principal(s) of the firm(s) and each key person who will be professionally associated with the Port and performing the services in the scope of this solicitation. Do not include personnel who will not have a key role in providing services.

For each identified person, provide the following:

1. Full name;

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2. Title;3. Professional credentials;4. Areas of expertise;5. Assigned roles and duties in providing services;6. Office address;7. Email address;8. Telephone number;9. Personalized resumes that identify the qualifications, training and experience of each key

personnel.

3.8. Economic Benefit

Submit a narrative explaining the direct economic benefit to Manatee County and the Port to be realized by selecting Responder(s). Please include a discussion of the employment, subcontracting, and support services contracting which would be procured within Manatee County.

The response to this section is not to exceed 50 words.

3.9. Legal Capacity

Provide an explanation of the Responder’s legal capacity to perform all parts of the scope of services. Include a statement of corporate or other structure and governance, and the legal, financial, and technical capabilities of Responder(s) relevant to performing the scope of services. Responses may be presented by a single business entity, a joint venture, or partnership. If more than one Responder is teaming up to file a Response, any prior work any two or more joint Responders have done together before should be identified. Provide one-paragraph resumes of the Responder’s significant owners, officers, or principles in charge. Provide proof that the Responder is licensed in the State of Florida. Provide proof of professional liability insurance.

Simply provide copies of certification documents and do not include unresponsive information.

3.10. Willingness to Meet Time and Budget Requirements

State your firm’s willingness to meet a negotiated schedule and your willingness to meet the Port’s budget requirements.

The response to this section is not to exceed 50 words.

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3.11. Recent, Current and Projected Workload

State your ability and willingness, based on your workload, to perform the work without delay due to your workload.

The response to this section is not to exceed 50 words.

3.12. Certified Minority Business Enterprise

State whether your firm is a certified Minority Business Enterprise as defined by the Florida Small and Minority Business Assistance Act, and if so, provide a copy of that certification.

The response to this section is not to exceed 50 words.

3.13. Project Staff Location

Provide the location of each office that is the main base for personnel included in the staffing plan referenced below.

The response to this section is not to exceed 50 words.

3.14. Local Office, Procurement, Hiring

Describe whether the managing office will be located within the County, and detail the extent to which County citizens receive preferential consideration for employment, and vendors located within the County are used as suppliers of goods and services needed to perform the scope of services.

The response to this section is not to exceed 50 words.

3.15. Ownership Interests

Disclose any ownership interest in other entities involved in these services which might reasonably be selected to perform work under the scope of services set forth in this Request for Qualifications. This ownership disclosure shall be included, whether such ownership occurs by the Responder through a parent, subsidiary or holding company or any other form of business entity. Submit entity names and the percent of ownership for each.

The response to this section is not to exceed 50 words.

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3.16. Audit Authorization

Provide authorization for a Port auditor and/or financial analysts to have access to your financial records at the primary location of the business entity explained in response to item C.03.6, or such other location as may be agreed, for the purposes of verifying your financial representations, review and assessment of the historical and current financial capacity of your business entity and its expected ability to meet ongoing financial obligations to the Port as proposed in this Response to the Port. The Port’s audit and /or financial analyst agents will report their findings in a summary report to the Port, which will be placed in the Response files for subsequent use and review.

The response to this section is not to exceed 50 words.

3.17. Legal/Disciplinary Proceedings

Identify and explain any involvement in litigation related to services provided by the Responder or any member of the Responder. Identify and explain any professional licensure investigation of or disciplinary action received by any member of the Responder.

The response to this section is not to exceed 100 words.

3.18. Response Submittal

Complete and submit the following attachments:

1. Response Signature Form (Attachment A).2. Public Contracting and Environmental Crimes Certification (Attachment C).

3.19. Legal Name

Responses shall clearly indicate the legal name, address and telephone number of the Responder (company, firm, partnership, individual). Responses shall be signed above the typed or printed name and title of the signer. The signer shall have the authority to bind the Responder to the Response.

3.20. Sealed and Marked

One signed Original (marked Original) and Four (4) Copies (marked Copy) of your Response shall be submitted in one sealed package, clearly marked on the outside:

“Sealed Response RFQ-1-0-2019/GI, Intermodal Cargo Yard Improvements”

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and addressed to:

Manatee County Port Authority300 Tampa Bay WayPalmetto, FL 34221

3.21. Requirements for Delivery of Responses

Any responses received after the stated time and date due will not be considered. It shall be the sole responsibility of the Responder to have its Response delivered to the Port for receipt on or before the stated time and date due. If a Response is sent by U.S. Mail, the Responder shall be responsible for its timely delivery to the Port. Any Response delayed by mail shall not be considered, shall not be opened at the public opening, and arrangements shall be made for its return at the Responder’s request and expense.

3.22. Opening Location

These responses will be opened in the Training Room at the Port Manatee Access Control Center at 1705 Piney Point Road, Palmetto, FL 34221 (Phone: 941-722-6455), in the presence of Port officials at the time and date stated on the cover sheet. The public may attend the Response opening.

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4. Parameters

Responders must comply with the following instructions to be considered for selection.

4.1. Publication of Notices and Documents

Solicitations on the Port’s website: Solicitation documents and addenda related to those solicitations are available for download in a portable document format (.PDF) file on the Port Manatee web page, http://www.portmanatee.com, at “Bid Invitations/RFPs” either on the home page or under the “Business” tab.

Solicitations on DemandStar: The Port also uses the DemandStar internet service to issue and distribute solicitation documents and addenda related to those solicitations under the agency name “Manatee County Port Authority.” The Port’s postings are available at this address:

http://www.demandstar.com/supplier/bids/agency_inc/bid_list.asp?f=search&mi=1860406

Participation in the DemandStar system is not a requirement for doing business with the Port.

4.2. Clarification, Addenda and Registration

Each Responder shall examine all Request for Qualifications documents and shall judge all matters relating to the adequacy and accuracy of such documents. Any inquiries, suggestions or requests concerning interpretation, clarification or additional information pertaining to the Request for Qualifications shall be made in writing to the Port contact for information by the deadline for clarification requests. See page one of this document for the deadline for clarification requests and the contact for information.

The Port shall not be responsible for oral interpretations given by any Port employee, representative, or agent. The issuance of a written addendum by the Port is the only official method whereby interpretation, clarification or additional information may be given.

Addenda will be posted on the Port’s website (http://portmanatee.com) and DemandStar (http://www.demandstar.com/supplier/bids/agency_inc/bid_list.asp?f=search&mi=1860406).

It is the responsibility of each Responder to identify a single person as the sole contact regarding this solicitation and register that person’s name and email address with the Port (see the contact information on page one of this document) to ensure timely notification of addenda, to acquire addenda, and to make such addenda a part of its Response, and to acknowledge receipt of same on the Response Signature page.

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4.3. Response Expenses

All expenses for making responses to the Port are to be borne by the Responder. No payment will be made for any responses received, or effort required of, or made by, the Responder prior to contract commencement.

4.4. Disclosure

Upon receipt, all inquiries and responses to inquiries related to this Request for Qualifications become “Public Records” and are subject to public disclosure consistent with Chapter 119, Florida Statutes.

As provided by section 119.071(1)(b) of the Florida Statutes, responses become subject to disclosure thirty (30) days after the Opening or a notice of intended award decision is made, whichever is earlier. If the Port rejects all responses and concurrently notices its intent to reissue the competitive solicitation, rejected responses are exempt until the Port provides notice of its intended decision or the Port withdraws the reissued competitive solicitation. The exemption shall not exceed 12 months after the notice of the Port’s rejection of all responses.

4.5. Errors and Omissions

Once a Response is submitted, the Port shall not accept any request by any Responder to correct errors or omissions in the Response.

Withdrawal of Response: A Response may be withdrawn prior to the deadline for Response receipt as identified on page one of this document, based on a written request from an authorized representative of the firm; however, a Response may not be withdrawn after the deadline for receipt of the Response.

4.6. Disqualification Due to Non-responsiveness

The Port reserves the right to find any Response received, which does not contain all of the information, attachments, verification, forms or other information, non-responsive and therefore disqualified from eligibility to proceed further in the RFQ process.

4.7. Reserved Rights

In addition to all other rights of the Port under Florida Law, the Port specifically reserves the right to accept or reject any and/or all Responses. The Port also reserves the right to cancel the entire Request for Qualifications, remedy or waive irregularities and technicalities in the Request for Qualifications or Responses, and request any necessary clarifications or Response data

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without changing the terms of the Response. The Port reserves the right to award the contract to a qualified responsible Responder submitting a responsive Response, with a resulting negotiated agreement which is in the best interests of the Port. The Port shall be the sole judge of whether the Response and the resulting negotiated agreement is in its best interest and its decision shall be final. Also, the Port reserves the right to make such investigation as it deems necessary to determine the ability of any Responder to perform the work or service requested. Information the Port deems necessary to make this determination shall be provided by the Responder. Such information may include, but shall not be limited to: current financial statements prepared by an independent CPA; verification of availability of equipment and personnel; and past performance records.

4.8. Applicable Laws

Responder must be authorized to transact business in the State of Florida. This selection process and any resulting agreement shall be in accordance with all applicable laws and regulations of the State of Florida and ordinances and regulations of Manatee County and Manatee County Port Authority Policies, Chapter 7, Purchasing, as amended from time to time. Responders shall comply with local, state, and federal directives, orders, regulations, and laws as applicable to this Response and subsequent contract, including but not limited to Equal Employment Opportunity (EEO), Minority Business Enterprise (MBE), and OSHA.

4.9. Code of Ethics and Conflict of Interest

With respect to this Response, if any Responder violates, directly or indirectly, the ethics provisions of the Florida criminal or civil laws related to public procurement, including, but not limited to, Florida Statutes Chapter 112, Part III, Code of Ethics for Public Officers and Employees, such Responder will be disqualified from eligibility to perform the work described in this Request for Qualifications, and may also be disqualified from furnishing future goods or services to the Port, and from submitting any future bids, proposals or responses to supply goods or services to the Port.

By submitting a Response, the Responder represents to the Port that it presently has no interest and shall not acquire any interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, as provided for in Florida Statutes Chapter 112, Part III, Code of Ethics for Public Officers and Employees. The Responder further represents that no person having any interest shall be employed for said performance.

By submitting a Response, the Responder represents to the Port that all statements made and materials submitted are truthful, with no relevant facts withheld. If a Responder is determined to have been untruthful in its Response or any related presentation, such Responder will be disqualified from eligibility to perform the work described in this Request for Qualifications, and may also be disqualified from furnishing future goods or services to the Port, and from submitting any future bids or proposals or responses to supply goods or services to the Port.

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4.10. Collusion

By offering a submission to this Request for Qualifications the Responder certifies the Responder has not divulged to, discussed or compared his Response with other Responders and has not colluded with any other Responder or parties to this Response whatsoever. Also, the Responder certifies, and in the case of a joint Response, each party thereto certifies, as to its own organization that in connection with this Response:

a. all prices and/or data submitted have been arrived at independently, without consultation, communication or agreement, for the purpose of restricting competition, as to any matter relating to such prices and/or cost data, with any other Responder or with any competitor;

b. all prices and/or cost data quoted for this Response have not been knowingly disclosed by the Responder prior to the scheduled opening directly or indirectly to any competitor;

c. no attempt has been made or will be made by the Responder to induce any other person or firm to submit or not to submit a Response for the purpose of restricting competition;

d. the only person or persons interested in this Response as principal or principals is/are named therein and that no person other than therein mentioned has any interest in this Response or in the contract to be entered into; and

e. no person or agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees.

4.11. Public Entity Crimes, Discriminatory Vendors, and Scrutinized Companies

In accordance with Section 287.133, Florida Statutes, a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Response on a contract to provide any goods or services to a public entity, may not submit a Response on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals or responses on leases or real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 for Category Two for a period of 36 months from the date of being placed on the convicted vendor list.

In accordance with Section 287.134, Florida Statutes, a person or affiliate who has been place on the discriminator vendor list may not submit a Response on a contract to provide any goods or services to a public entity, may not submit a Response on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals or responses

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on lease or real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with a public entity, and may not transact business with any public entity for a period of 36 months from the date of being placed on the discriminatory vendor list.

In accordance with Section 287.135, Florida Statutes, a company is ineligible to and may not bid on , submit response for or entire into or renew a contract with a local government for goods or services if the company is on the Scrutinized Companies that Boycott Israel List created pursuant to section 215.4725, Florida Statutes, or is engaged in a boycott of Israel.

To ensure compliance with the foregoing, Responders desiring to contract with the Port are required to execute and file with the Port an affidavit, executed under the penalties of perjury, confirming that person, entity, and any person(s) affiliated with the entity, does not have such a record and is therefore eligible to seek and be awarded business with the Port. Responder is to complete the attached Public Contracting and Environmental Crimes Certification and submit it with its Response.

4.12. E-Verify

Responder shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Responder during the term of the contract.

Responder shall expressly require any subcontractors performing work or providing services pursuant to the contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term.

4.13. Lobbying

After the issuance of any Request for Qualifications, prospective Responders, or any agent, representative or person acting at the request of such Responder shall not contact, communicate with or discuss any matter relating in any way to the Request for Qualifications with any officer, agent or employee of the Port other than the person named on page one of this document or as directed in the Request for Qualifications, except that nothing herein shall prohibit a Responder from answering questions or offering clarifications when requested by the Evaluation Committee. This prohibition includes the act of carbon copying officers, agents or employees of the Port on email correspondence. This requirement begins with the issuance of a Request for Qualifications, and ends upon execution of the final Contract or when the Response has been rejected.

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4.14. Equal Employment Opportunity

In accordance with the provisions of Title VI of the Civil Rights Act of 1964 and Title 15, Part 8 of the Code of Federal Regulations, the Port hereby notifies all prospective Responders that they will affirmatively ensure minority business enterprises will be afforded full opportunity to participate in response to this advertisement and will not be discriminated against on the grounds of race, color or national origin in consideration for an award of contract.

4.15. Americans with Disabilities Act

The Manatee County Port Authority does not discriminate upon the basis of any individual’s disability status. Anyone requiring reasonable accommodation for the public meetings specified herein (i.e. Information Conference or Response Opening), should contact the person named on page one of this document at least twenty four (24) hours in advance of the activity to request accommodations.

4.16. Responses from Related Parties/Multiple Responses Received from One Responder

Where two (2) or more related parties each submit a Response or multiple Responses are received from one Responder, for a contract, such responses may be deemed non-responsive. Related parties mean Responders or the principles thereof, which have a direct or indirect ownership interest in another Responder for the same contract or in a parent company or the principles thereof of one Responder have a direct or indirect ownership interest in another bidder or Responder for the same contract. Membership on a Responder’s team of a firm that was also the member of another Responder’s team would not cause the Responder to be deemed non-responsive.

4.17. Add/Delete Services

The Port reserves the right to unilaterally add or delete services, either collectively or individually, at the Port’s sole discretion, at any time after award has been made as may be deemed necessary or in the best interest of the Port in fulfilling the project. In such case, the Responder will be required to provide services to this contract in accordance with the terms, condition, and specifications.

The Port reserves the right to request additional services relating to this contract from the Responder. When approved by the Port as an amendment to the contract and authorized in writing, the Responder shall provide such additional requirements as may become necessary.

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4.18. Bid Protest

Any and all protest shall be handled in accordance with the Manatee County Port Authority Policies, Chapter 7, Purchasing, Section 22, Bid Protests, as amended from time to time.

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5. Negotiation of the Agreement

The Port intends to enter into a contract with the highest ranked suitable Responder with whom a contract is successfully negotiated. Any negotiated contract requires Manatee County Port Authority board approval.

5.1. General

The following general terms and conditions apply to the Response submitted for consideration and the subsequent negotiations:

a. The Response will serve as a basis for negotiating an agreement, but not compel adherence to its terms or conditions.

b. Upon submission, all responses become the property of the Port which has the right to use any or all ideas presented in any Response submitted in response to this Request for Response whether or not the Response is accepted.

c. All products and papers produced in the course of this engagement become the property of the Port upon termination or completion of the engagement.

d. This project is being funded in part by the Florida Department of Transportation (FDOT) and is subject to requirements in the Public Transportation Grant Agreement (PTGA).

5.2. Agreement

The selected Responder shall be required to negotiate an agreement, in a form and with provisions acceptable to the Port.

Negotiated Agreements may or may not include all elements of this RFQ or the resulting successful Response where alternative terms or conditions become more desirable to the Port, and the parties agree to such terms.

The parties will negotiate the term of the agreement, and the circumstances in which it may be renewed, assigned or terminated.

The parties will negotiate matters of insurance, liability, record-keeping, auditing, and all other relevant contractual matters.

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ATTACHMENT ARESPONSE SIGNATURE FORM

RFQ-1-0-2019/GI, Intermodal Cargo Yard Improvements

The undersigned represents by signing the Response that he/she has the authority and approval of the legal entity purporting to submit the Response, and that all of the facts and responses set forth in the Response are true and correct. If the Responder is selected by the Port to negotiate an agreement, the undersigned certifies that the Responder’s negotiators will negotiate in good faith to establish an agreement to provide the services described in the Scope of Services of this Request for Qualifications.

Print or Type Responder’s Information Below:

Name of Responder Telephone Number

Street Address

Email Address Web Address

Print Name & Title of Authorized Officer

Signature of Authorized Officer

Date Signed

Acknowledge Addendum No.

Dated:

Acknowledge Addendum No.

Dated:

Acknowledge Addendum No.

Dated:

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ATTACHMENT BPORT MANATEE LOCAL PREFERENCE POLICY

(a) Whenever a responsible local business vendor and a responsible nonlocal business vendor are found, upon the opening of bids, to have both submitted the lowest responsive bid, the bid of the local vendor shall be awarded the contract. Should more than one responsible local business vendor match the responsible nonlocal business vendor’s lowest responsive bid, or should no responsible local business vendor match the lower responsive bid but two (2) or more responsible nonlocal business vendors submit lower responsive bids for equal amounts, then the award of the contract shall be determined by a chance drawing, coin toss, or similar tie-breaking method conducted by the Executive Director or the Executive Director’s designee. Vendors seeking to be recognized as local businesses for purposes of this local business preference provision may be required by the terms of the bid announcement to certify they meet the definition of local business as set forth in this policy.

(b) Nothing herein shall be deemed to prohibit the inclusion of requirements with respect to operating and maintaining a local place of business in any invitation for bids when the vendor’s location materially affects the provisions of the services or supplies that are required by the invitation.

(c) “Local business” is defined as a business legally authorized to engage in the sale of the goods and/or services to be procured, and which certifies within its bid that for at least six (6) months prior to the announcement of the solicitation of bids it has maintained a physical place of business in Manatee, DeSoto, Hardee, Hillsborough, Pinellas or Sarasota County with at least one full-time employee at that location.

(d) Each solicitation for bids made by the Port Authority shall contain terms expressly describing the local business preference policies of the Port Authority, and shall provide that by electing to submit a bid pursuant to a request for bids, all vendors are deemed to understand and agree to those policies.

(e) For all contracts for architecture, professional engineering, or other professional services governed by Florida Statutes Section 287.055, the Consultants’ Competitive Negotiation Act, the Port Authority may include the local business status of a firm among the factors considered when selecting which firm are “most highly qualified.” In determining which firm is the “most qualified” for purposes of negotiating a satisfactory contract, preference may be given to a local business where all other relevant factors are equal.

(f) Local preference shall not apply to the following categories of contracts:(1) Goods or services provided under a cooperative purchasing agreement or similar “piggyback” contract;(2) Contracts for professional services subject to Florida Statutes Section 287.055, the Consultants’ Competitive Negotiation Act, except as provided for in subsection (e) above;(3) Purchases or contracts which are funded, in whole or in part, by a governmental or other

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funding entity, where the terms and conditions of receipt of the funds prohibit the preference;(4) Purchases or contracts made pursuant to a noncompetitive award process, unless otherwise provided by this section;(5) Any bid announcement which specifically provides that the general local preference policies set forth in this section are suspended due to the unique nature of the goods or services sought, the existence of any emergency as found by either the Port Authority or Executive Director, or where such suspension is, in the opinion of the Port Authority’s attorney, required by law;(6) Contracts for auditor services, unless established as a factor by the audit committee, in accordance with Florida Statutes Section 218.391.

(g) To qualify for local preference under this section, a local business must certify to the Port Authority that it:(1) Has not within the five (5) years prior to the bid announcement admitted guilt, pled nolo contendere, or been found guilty by any court or state or federal regulatory enforcement agency of violation of any criminal law, or a law or administrative regulation regarding fraud; (2) Is not currently subject to an unresolved citation or notice of violation from Manatee County or a regional, state or federal regulatory agency, except citations or notices which are the subject of a current legal appeal, as of the date of the bid announcement;(3) Is not delinquent in the payment of any fines, liens, assessments, fees or taxes to any governmental unit or taxing authority within Manatee County, except any such sums which are the subject of a current legal appeal; and(4) Is not subject to a pending debarment or suspension by the Port Authority.

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ATTACHMENT CPUBLIC CONTRACTING AND ENVIRONMENTAL CRIMES CERTIFICATION

SWORN STATEMENT

THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.

This sworn statement is submitted to the Manatee County Port Authority (the Port)

by ________________________________________ [print individual's name and title]

For . [name of entity submitting sworn statement]

whose business address is: _______________________________________________________

and (if applicable) its Federal Employer Identification Number (FEIN) is . If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement:

I understand that no person or entity shall be awarded or receive a Port contract for public improvements, procurement of goods or services (including professional services) or a Port lease, franchise, concession or management agreement, or shall receive a grant of Port monies unless such person or entity has submitted a written certification to the Authority that it has not:

(1) been convicted of bribery or attempting to bribe a public officer or employee of the Port, the State of Florida, or any other public entity, including, but not limited to the Government of the United States, any state, or any local government authority in the United States, in that officer's or employee's official capacity; or

(2) been convicted of an agreement or collusion among bidders or prospective bidders in restraint of freedom of competition, by agreement to bid a fixed price, or otherwise; or

(3) been convicted of a violation of an environmental law that, in the sole opinion of the Port, reflects negatively upon the ability of the person or entity to conduct business in a responsible manner; or

(4) made an admission of guilt of such conduct described in items (1), (2) or (3) above, which is a matter of record, but has not been prosecuted for such conduct, or has made an admission of guilt of such conduct, which is a matter of record, pursuant to formal prosecution. An admission of guilt shall be construed to include a plea of nolo contendere; or

(5) where an officer, official, agent or employee of a business entity has been convicted of or has admitted guilt to any of the crimes set forth above on behalf of such and entity and pursuant to the direction or authorization of an official thereof (including the person committing the offense, if he is an official of the business entity), the business shall be chargeable with the conduct herein above set forth. A business entity shall be chargeable with the conduct of an affiliated entity, whether wholly owned, partially owned, or one which has common ownership or a common Board of Directors.

For purposes of this Form, business entities are affiliated if, directly or indirectly, one business entity controls or has the power to control another business entity, or if an individual or group of individuals controls or has the power to control both entities. Indicia of control shall include, without limitation, interlocking management or ownership, identity of interests amount family

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members, shared organization of a business entity following the ineligibility of a business entity under this Article, or using substantially the same management, ownership or principles as the ineligible entity.Any person or entity who claims that this Article is inapplicable to him/her/it because a conviction or judgment has been reversed by a court of competent jurisdiction, shall prove the same with documentation satisfactory to the Port. Upon presentation of such satisfactory proof, the person or entity shall be allowed to contract with the Port.

I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE PORT IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT ANY CONTRACT OR BUSINESS TRANSACTION SHALL PROVIDE FOR SUSPENSION OF PAYMENTS, OR TERMINATION, OR BOTH, IF THE PORT DETERMINES THAT SUCH PERSON OR ENTITY HAS MADE FALSE CERTIFICATION.

[Signature]

STATE OF FLORIDACOUNTY OF

Sworn to and subscribed before me this day of , 200

by ________________________________

Personally known ________________ OR Produced Identification _____________________________ [Type of identification]

________________________________________ My commission expires ______________________.Notary Public Signature

________________________________________________[Print, type or stamp Commissioned name of Notary Public]

Signatory Requirement - In the case of a business entity other than a partnership or a corporation, this affidavit shall be executed by an authorized agent of the entity. In the case of a partnership, this affidavit shall be executed by the general partner(s). In the case of a corporation, this affidavit shall be executed by the corporate president.

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Attachment DModel Contract

Port Manatee Professional Engineering Services ContractIntermodal Cargo Yard Improvements

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Port Manatee Professional Engineering Services ContractIntermodal Cargo Yard Improvements

MANATEE COUNTY PORT AUTHORITY,

a political entity of the State of Florida, with offices located at Port Manatee, 300 Tampa Bay Way, Palmetto, FL 34221, hereinafter referred to as the “Authority”, and

#CONSULTANT_NAME,

#a/an_business_type, with its principle place of business located at #business_location, hereinafter referred to as the “Consultant,” for and in consideration of the mutual covenants of this Contract and other good and valuable consideration hereby agree as follows:

ARTICLE 1. CONTRACT DOCUMENTS: This Contract consists of this document including attachments, the RFQ, and Consultant’s response to the RFQ, as if all components were set forth herein verbatim. In the event of a conflict between the terms and conditions provided in this document including the attachments and the RFQ or response, the provisions in this document will prevail. No amendment will be effective until and unless reduced to writing and executed by the Parties.

To the extent that the incorporated proposal addresses any terms inconsistent with the terms of this main Contract document, the inconsistent proposal terms do not apply.

ARTICLE 2. SCOPE OF SERVICE: The Consultant will provide services as described in Attachment A: Scope of Services.

The Scope of Services includes all professional services related to the stated discipline considered necessary to complete the project.

The Consultant shall perform all services in accordance with generally accepted professional standards. No other warranty, express or implied, is made or intended. The Consultant shall perform all services as expeditiously as is consistent with professional skill and care and the orderly progress of the work. All work of any kind, must conform to and be in compliance with, and the consultant shall be familiar with applicable codes, laws, ordinances, regulations and restrictions, guidelines, standards, procedures and directives.

The Consultant recognizes that funding for this project is being made from the Florida Department of Transportation (the “FDOT”), pursuant to Grant Agreement, Financial Project Number 444278-1-94-01, Contract Number G1240, for the Roadway design and engineering of Port Manatee’s rehabilitation and upgrade of roadway initiative (the “Grant”). Consultant has reviewed the Grant and agrees to comply with all of the requirements under the Grant and complete the Engineer’s Certification of Compliance to the Department if required by the Authority or FDOT. Failure of the Consultant to comply with any provision of the Grant will be

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grounds for immediate termination of this Contract and potential liability to the Port for loss of grant money.

ARTICLE 3. COMPENSATION: The Authority shall pay the Consultant for services performed or rendered for the Authority pursuant to the terms of this contract the amount applicable to the portion of the services completed pursuant to the contract, including but not limited to the related reimbursable expenses if applicable. The amount of compensation paid to the Consultant shall in no event exceed the amount set forth in the contract. The amount of per diem and travel expenses paid by the Authority to the Consultant must be limited to the extent set forth in Section 112.061 of the Florida Statutes if applicable. Payment may be made by the Authority to the Consultant based upon invoices or statements periodically (but no more than once a month) and timely submitted by the Consultant to the Authority that sufficiently document, itemize, and report all compensation expenses claimed. Recognizing that the Authority is a public entity, the Consultant shall provide all of the necessary documents and records to the Authority, the Clerk of the Circuit Court of Manatee County, Florida on behalf of the Authority, and to any independent auditor of the Authority upon request, as necessary pursuant to acceptable accounting standards applicable to public bodies and to provide the necessary audit trail and justification for the Authority paying said compensation and expenses.

Compensation to the Consultant will be computed based on the percentage completed of each task listed in Attachment A: Scope of Services and the total value of each task set forth in Attachment B: Schedule of Values. Said compensation will be the total compensation for the services and must contain all costs to include salaries, office operation, transportation, equipment, overhead, general and administrative, incidental expenses, fringe benefits and operating margin.

“Task,” as used in the Contract, refers to particular categories/groupings of services.

ARTICLE 4. REIMBURSABLE EXPENSES: All costs of providing the Scope of Services will be the responsibility of the Consultant with the exception of reimbursement by the Authority for the following direct costs:

1. Expense of reproduction beyond the costs associated with providing reports and routine correspondence at the rates set forth in the Unit Rate Schedule.

2. Actual charges for long distance telephone calls, including applicable local, state and federal taxes, but excluding those made to Manatee, Sarasota, Pinellas or Hillsborough Counties, as documented by copies of original invoices.

3. Actual charges for application fees not specifically identified to be paid by the Authority charged in the process of obtaining ay permits outlined in the Contract as documented by copies of original invoices.

4. Actual charges for courier service at the request of the Authority, at rates not to exceed $9.00 per package and to be documented by copies of original invoices.

5. Actual charges for chemistry lab supply fees.6. Actual time for computer modeling service at rates not to exceed $12.00 per hour as

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documented by copies of original receipts.

ARTICLE 5. SUBCONTRACTORS AND SUBCONSULTANTS: The Consultant may not sublet, assign or transfer any work under this Contract to another associated firm, a subcontractor or a Subconsultant without the prior written consent of the Authority in an amendatory PSA. The Consultant shall require all associated #firm_type firms, subcontractors and Subconsultants to adhere to the appropriate provisions of this Contract and the utilization of any such associated #firm_type firm, subcontractor or Subconsultant by the Consultant will not relieve the Consultant from any liability or responsibility to the Authority pursuant to the provisions of this Contract or any duly executed PSA.

ARTICLE 6. AUTHORIZATION OF OPTIONAL OR ALTERNATIVE PROFESSIONAL SERVICES: The Consultant shall provide services described in Attachment A: Scope of Services as optional or alternative only after receipt of written specific authorization from the individual or individuals authorized pursuant to the “Contract Administration” section of this Contract.

ARTICLE 7. AUTHORIZATION OF ADDITIONAL PROFESSIONAL SERVICES: The Consultant shall provide additional services beyond the initial Scope of Services only after receipt of a written Professional Services Authorization (PSA) issued in accordance with this Contract in the attached form. PSAs must be signed by the Consultant and the Authority and will constitute supplemental agreements entered into under the terms and conditions of this Contract.

Each PSA must establish the following:

1. A PSA number;2. A title for the project;3. A general description of the purpose of the work;4. A clear and concise description of each item of the scope of the services to be performed

in sufficient detail to reasonably assure both Parties as to the extent and cost of each service to be performed;

5. The scope items to which a lump sum fee applies and the total compensation that will be paid to the Consultant by the Authority for completion of the project services;

6. The scope items to which time charges apply and the maximum total compensation amount to which they are limited for each scope item;

7. The maximum total amount to which reimbursement of related expenses is limited;8. Deliverables;9. The committed date of completion of the services, with intermediate milestone dates

where appropriate;10. Subconsultants to be utilized, the scope items in which they will be involved, and the

above-referenced fees and expenses attributable to them;11. Any additional details that may be required to describe the duties and obligations of the

Parties with respect to a particular PSA.

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The Executive Director of Port Manatee may approve on behalf of the Authority additional services PSA where the total fee, reimbursable expenses and other compensation to the Consultant do not exceed the threshold amount set forth in the Manatee County Port Authority Procurement Policy, as amended from time to time. Any single PSA in excess of the specified threshold amount may not be effected, unless and until the document has been approved by the Authority and signed on behalf of the Authority. The PSA may not be purposefully divided to increase the delegated authority provided to the Executive Director.

The Parties shall negotiate in good faith the terms of each proposed additional services PSA. If the Parties are not able to negotiate in good faith the terms of a particular proposed PSA, no services shall be performed by the Consultant in reliance thereon.

Services that would be reasonably expected to be necessary at the time of initial contracting, such as services the need for which is not contingent on factors yet to be determined, do not qualify for additional fees.

Consultant acknowledges and agrees that time is of the essence with respect to its performance under this Contract and any PSA.

If the project described in any PSA is suspended, canceled, or abandoned by the Authority, without affecting any other PSA or this Contract, the Consultant must be given seven (7) calendar days prior written notice of such action and shall be compensated for professional services provided up to the date of suspension, cancellation or abandonment.

Port Authority approval of the Contract and any related PSA is subject to FDOT approval pursuant to terms of the applicable grants.

ARTICLE 8. AUTHORITY COOPERATION: The Authority shall, at its sole cost, furnish to the Consultant all reasonably available books, plans, records, studies and other documents and information in the possession of the Authority to assist the Consultant in performing services pursuant to this Contract. The Authority does not warrant the accuracy or completeness of the information authored by third parties. The Consultant is responsible for independently verifying the information contained in the documents provided.

ARTICLE 9. PROPERTY OF THE AUTHORITY: All reports, studies, plans, specifications, maps and data prepared or obtained by the Consultant pursuant to any duly executed PSA must become the property of the Authority and must be made available to the Authority upon request at any reasonable time, including all finished or unfinished documents and other data prepared or obtained by the Consultant upon the termination of this Contract in whole or in part. Consultant may not be held liable for the accuracy or reliability of any partially completed work clearly identified as partially completed and delivered in accordance with this provision. The Consultant will have the right to retain reproducible copies of said documents or other data. Any reuse of said documents or other data by the Authority without written verification or adaptation by the Consultant for the specific use intended will be at the sole risk of the Authority and without

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liability or legal exposure to the Consultant.

ARTICLE 10. CONTRACT ADMINISTRATION: The Authority hereby authorizes the Executive Director of Port Manatee to administer the terms and conditions of this Contract on behalf of the Authority and to make all managerial decisions on behalf of the Authority as they relate to the provisions of this Contract. The Executive Director has the authority to transmit instructions, receive information, interpret and define the policy of the Authority and decisions pertinent to services covered by this Contract. The Executive Director has the right from time to time to designate such other employee of the Authority as the Executive Director may deem advisable to perform administrative and managerial functions as they relate to provisions of this Contract.

ARTICLE 11. NOTICE: Any notice or other writings permitted or required to be delivered under the provisions of this Contract must be in writing and be delivered by sending the notice by personal delivery, electronic mail, U.S. regular mail, or U.S. express mail in any event with sufficient postage affixed, and addressed as follows:

If to Authority:

Manatee County Port Authority300 Tampa Bay Way Palmetto, FL 34221Attention: Executive Director Email: cbuqueras@portmanatee.com

If to Consultant:

#Consultant_Contact

Either party may change said address by notice in writing to the other party in the manner provided in this Contract.

ARTICLE 12. ACCESS TO THE PORT: Access to Port Manatee is controlled pursuant to seaport security requirements that change from time to time to comply with applicable governing laws, rules and regulations. The Consultant is responsible for compliance with all of the applicable seaport security requirements, including obtaining Transportation Worker Identification Credentials (TWIC) as necessary for access to the Port to perform the services pursuant to this Contract. Port Manatee Security Access Control at (941) 722-6455 is the appropriate contact for information on the latest requirements. Escorts needed due to lack of TWIC credentials will not be provided by the Authority.

ARTICLE 13. AUTHORITY REPRESENTATIONS: The Authority owns and operates public seaport facilities in northwest Manatee County, Florida, known as “Port Manatee.”

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The Authority conducted public announcement, qualification, competitive selection and competitive negotiation procedures for this contract in accordance with Section 287.055 of the Florida Statutes, the Consultants’ Competitive Negotiation Act (CCNA). The request for proposals (RFQ-1-0-2019/GI, Intermodal Cargo Yard Improvements) (the “RFQ”) was publicly advertised on November 1, 2018. #Number_of_submittals submittals were received by the deadline, including the Consultant’s submittal. The submittals were publicly opened on #Opening_date. An Evaluation Committee met publicly on #Eval_mtg_date, and reached consensus on the short lists. The Authority certified the short-listed firms, which included the Consultant, as qualified and authorized negotiation of the continuing contracts at its #PA_select_date, public meeting.

The Authority has determined that it is necessary, expedient, and in its best interest to enter into this Contract with the Consultant for the performance of professional consulting services in connection with Port Manatee.

ARTICLE 14. CONSULTANT REPRESENTATIONS: The Consultant submitted and stands behind its submittal in response to the above RFQ as accepted into the record of the Authority on #Opening_date, with the knowledge that the Authority is relying thereon as an inducement for entering into this Contract. The Consultant acknowledges that the Authority also relied upon the Consultant’s representations identified in this Contract as an inducement for entering into this Contract.

The Consultant is legally authorized to and, by capacity and experience, is qualified to perform and render all of the professional consulting engineering services identified in this Contract and the professional qualifications of the Consultant was material inducement for the Authority to enter into this Contract with the Consultant.

The Consultant, in representing the Authority, shall promote the best interest of the Authority and assume towards the Authority a responsible professional relationship consistent with mutual confidence and fair dealing between Consultant and the Authority.

The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Contract and that is has not paid or agreed to pay any persons, company, corporation, individual or firm, other than a bona fide employee working for the Consultant any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract. Consultant represents that it has complied with the provision of Section 287.055(6) of the Florida Statutes.

The Consultant currently has no potential or actual conflict of interest with respect to providing professional services to the Authority. The Consultant agrees to notify the Authority in writing of any commitments during the term of this Contract which may constitute a potential or actual conflict of interest with respect to the professional services to be performed for the Authority. The Consultant agrees that it must not knowingly engage in any contractual or professional

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obligations that create an appearance of a conflict of interest with respect to the service provided pursuant to this Contract.

ARTICLE 15. PROFESSIONAL SERVICES AUTHORIZATIONS FOR ADDITIONAL SERVICES: If the Parties are not able to negotiate in good faith the terms of a particular proposed additional services PSA, the Authority reserves the right, without prejudice to this Contract, to negotiate for the performance of said services by another qualified firm.

The Authority reserves the right to enter into contracts with other firms for similar services and negotiate with separate firms for separate parts of a single project. The Consultant is not promised or guaranteed any amount of additional work or fees as part of this Contract.

ARTICLE 16. SUPPLEMENTAL SERVICES: It is the intention of this Contract to provide for the performance and rendering of professional consulting services supplemental to any professional consulting services rendered or performed by any other consultant for the Authority.

ARTICLE 17. TERMINATION: The Contract remains effective until the work is completed or the Contract is otherwise terminated.

If the Authority determines that the Contract should be terminated based on the Consultant’s performance, it may terminate the Contract or make such modification to this Contract as the Authority may deem appropriate and to which the Consultant may agree. If the Authority determines that the performance of the Consultant is not satisfactory, the Authority may: 1) immediately terminating the Contract, or 2) notifying the Consultant of the deficiency with a requirement that the deficiency be corrected within a specified time otherwise the Contract will be terminated at the end of specified time. The Consultant will be paid only for that work satisfactorily performed for which costs can be substantiated. All work in progress will become the property of the Authority and will be promptly delivered to the Authority by the Consultant.

This Contract may be terminated in its entirety by either party giving at least 30 calendar days prior written notice to the other party. If the Contract is terminated, the Consultant must continue to perform for the remaining 30 day time period in accordance with all previous issued PSAs, except to the extent Consultant is directed by Authority in writing to cease performance of any or all such previously issued PSAs. The Consultant will be entitled to compensation for all services rendered or performed on outstanding PSAs through the date of the termination together with all costs and expenses incurred in connection therewith, but the Consultant will not be entitled to any other or further recovery against the Authority, including, but not limited to, anticipated fees or profit on services not required to be performed. The Authority shall determine that portion of the fee earned for any incomplete PSA based on the ratio of such part of the PSA that has been completed relative to the entire PSA. Any such determination must be made in the Authority’s sole discretion.

The Consultant will be considered in material default of this Contract and such default will be considered cause for the Authority to terminate this Contract, in whole or in part, for any of the

8

following reasons: (a) failure to begin services authorized under any particular PSA within the time specified in that PSA, or (b) failure to properly and timely perform the services required hereunder or as directed by the Authority, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by Consultant or by any of Consultant’s principals, partners, officers or directors, or (d) failure to provide access to public records, or (e) failure to comply with the Grant, or (f) having been found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel, or (g) failure to obey and comply with any applicable laws, ordinances, regulations, agency agreements or other codes of conduct, or (h) Consultant otherwise materially breaches this Contract. In any such event, the Authority may terminate this Contract, in whole or in part, by giving Consultant seven (7) calendar days’ written notice. In the event of any such termination, the Authority will not be obligated to make any further payments to Consultant until such time as the Authority has determined all direct costs, expenses, losses and damages which the Authority may have incurred as a result of such default by Consultant, whereupon the Authority will be entitled to set off all costs, expenses, losses and damages so incurred by the Authority against any amounts due Consultant for services properly performed.

ARTICLE 18. MILESTONES: Milestones and related deadlines are shown in Attachment C: Milestones. Work not completed by its deadline will be deemed unsatisfactorily performed for the purposes of applying the standard in the Termination section. The authorization of optional scope items will not delay or extend any milestone or deadline in any way.

ARTICLE 19. QUALITY OF PROFESSIONAL CONSULTING SERVICES: The services must be performed by the Consultant to the reasonable satisfaction of the Authority and all questions, difficulties and disputes of any nature whatsoever that may arise under or by reason of this Contract, any duly executed PSA, the prosecution fulfillment of the services in this Contract and the character, quality, amount and value thereof which cannot be settled by mutual agreement of the Parties will be settled by recourse to litigation under Florida law in the appropriate court in Manatee County, Florida.

ARTICLE 20. INDEMNIFICATION: To the greatest extent permitted by law, the Consultant shall indemnify, save and hold harmless the Authority, its officers, directors, employees, and agents from and against claims, causes of action, lawsuits, damages, judgments, losses and expenses, whether direct, indirect or consequential, including but not limited to, bodily injury, sickness, disease or death, personal injury, or injury to or destruction of tangible property, including loss of use, to the extent such claims are caused by the negligent or reckless acts or errors or omissions, or wrongful or willful acts by the Consultant, any Subconsultant or any other person or organization employed by Consultant to perform or furnish any of the services required hereunder, or anyone for whose acts any of them may be liable. This indemnity must include, but not be limited to, reasonable charges of engineers, attorneys, legal assistants, and other professionals, and costs of both defense and appeal in a court of law, or arbitration, or other tribunal, for any reason. This indemnification must also include claims, damages, losses and expenses, including reasonable attorneys’, experts’, and legal assistants’ fees and costs, to the extent caused by infringement of patents or copyrights, or public record violations incident to

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providing the services required hereunder. It is specifically understood and agreed that this indemnification agreement does not cover or indemnify the Authority for its own negligence. This Indemnification provision must survive completion or termination of this Contract.

To the fullest extent permitted by law, the Consultant shall indemnify and hold harmless the State of Florida, Department of Transportation, including the Department’s officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney’s des, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the Consultant an person employed or utilized by the Consultant in the performance of this Contract. This indemnification survives termination of this Contract. Nothing contain n this paragraph is intended to nor will it constitute a waiver of the State of Florida and the Authority’s sovereign immunity.

ARTICLE 21. INSURANCE: During the term of the Contract, the Consultant shall provide, pay for, and maintain with insurance companies satisfactory to the Authority, the types of insurance described in this Contract. All insurance must be from responsible insurance companies eligible to do business in the State of Florida. The required policies of insurance must be performable in Manatee County, Florida, and shall be construed in accordance with the laws of the State of Florida.

The Authority must be specifically included as an Additional Insured on the Consultant’s Commercial General Liability, Umbrella Liability and Business Automobile Liability policies and must also provide the "Severability of Interest" provision (a/k/a "Separation of Insured’s" provision). The Authority’s additional insured status should be extended to the Completed Operations coverage. ISO’s standard “Blanket Additional Insured” will not be acceptable.

The Consultant shall deliver to the Authority, prior to the Authority issuing the PSA, properly executed "Certificate(s) of Insurance,” setting forth the insurance coverage and limits required in this Contract. The Certificates must be personally, manually signed by the authorized representative of the insurance company(s) shown on the Certificate of Insurance. In addition, certified, true and exact copies of the insurance policies required in this Contract must be provided the Authority, on a timely basis, if requested by the Authority.

The Consultant shall take immediate steps to make up any impairment to any Aggregate Policy Limit upon notification of the impairment. If at any time the Authority requests a written statement from the insurance company(s) as to any impairment to the Aggregate Limit, the Consultant shall promptly authorize and have delivered such statement to the Authority.

The Consultant authorizes the Authority and/or the Authority’s insurance consultant to confirm all information furnished to the Authority, as to its compliance with its Bonds and Insurance Requirements, with the Consultant’s insurance agents, brokers, surety, and insurance carriers. The insurance coverage required of the Consultant must be primary to any insurance or self-insurance program carried by the Authority. The Authority’s insurance or self-insurance programs or coverage must not be contributory with any insurance required of the Consultant in

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this Contract.

The acceptance of delivery to the Authority of any Certificate of Insurance evidencing the insurance coverage and limits required in the Contract does not constitute approval or agreement by the Authority that the insurance requirements in the Contract have been met or that the insurance policies shown in the Certificates of Insurance comply with the Contract requirements.

No work governed by this contract or occupancy of the premises owned or occupied by the Authority may commence at the site unless and until the required Certificate(s) of Insurance are in effect and the PSA and written Notice to Proceed are issued to the Consultant by the Authority.

The insurance coverage and limits required of the Consultant under this Contract are designed to meet the minimum requirements of the Authority. They are not designed as a recommended insurance program for the Consultant. The Consultant alone will be responsible for the sufficiency of its own insurance program. Should the Consultant have any question concerning its exposures to loss under this Contract or the possible insurance coverage needed therefore, it should seek professional assistance.

The Authority and its Tenants may continue to operate their businesses on the Authority’s premises during the activities of the Consultant. No property used in connection with their activities may be considered by the Consultant’s insurance company as being in the care, custody, or control of the Consultant.

Should any of the required insurances specified in this Contract provide for a deductible, self-insured retention, self-insured amount, or any scheme other than a fully insured program, and the insurance company providing the coverage will not agree in writing to pay the deductible or retention including the costs of defense as provided for in its policy without consideration of the deductible or retention in the settlement of insured claims, then the Consultant agrees, if required by the Authority, to provide, pay for, and maintain a surety bond acceptable to the Authority from an insurance company acceptable to the Authority (or a standby irrevocable Letter of Credit acceptable to the Authority) in the amount of the deductible or retention, guaranteeing payment of the deductible or retention. Said guarantee is to continue for four (4) years following completion of the Work.

All of the required insurance coverage must be issued as required by law and shall be endorsed, where necessary, to comply with the minimum requirements contained in this Contract.

Consultant shall give the Authority thirty (30) calendar days advance written notice of any cancellation, intent not to renew any policy and/or any change that will reduce the insurance coverage required in this Contract, except for the application of the Aggregate Limits Provisions.

Renewal Certificate(s) of Insurance must be provided to the Authority at least twenty (20) calendar days prior to expiration of current coverage so that there will be no interruption in the work due to lack of proof of the insurance coverage required of the Consultant in this Contract.

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If the Consultant fails to provide or maintain the insurance coverage required in this Contract at any time during the term of the Contract, the Authority may terminate or suspend this Contract.

If the Consultant utilizes contractors or sub-contractors to perform any work governed by this Contract, the Consultant will ensure all contractors and sub-contractors maintain the same types and amounts of insurance required of the Consultant. In addition, the Consultant will ensure that the contractors and sub-contractors insurances comply with all of the Insurance Requirements specified for the Consultant contained within this Contract. The Consultant shall obtain Certificates of Insurance comparable to those required of the Consultant from all contractors and sub-contractors. Such Certificates of Insurances must be presented to Authority prior to the subcontractor beginning work.

SPECIFIC INSURANCE COVERAGES AND LIMITS:The Consultant must comply with all requirements in this Insurance Section in full unless excused from compliance in writing by the Authority. The amounts and types of insurance must conform to the following minimum requirements. Current Insurance Service Office (ISO) or National Council on Compensation Insurance (NCCI) policies, forms, and endorsements or broader must be used where applicable. Notwithstanding the foregoing, the wording of all policies, forms, and endorsements must be acceptable to the Authority.

Workers' Compensation and Employers' Liability Insurance must be maintained in force during the term of this Contract for all employees engaged in this work under this Contract, in accordance with the laws of the State of Florida. The minimum acceptable limits are:

Workers' Compensation: Florida Statutory RequirementsEmployer's Liability: $1,000,000.00 Limit Each Accident

$1,000,000.00 Limit Disease Aggregate$1,000,000.00 Limit Disease Each Employee

USL&H Coverage must be maintained by the Consultant if any of the work governed by this Contract or any of the Consultant’s employees may be entitled to benefits specified in the United States Longshoremen and Harbor Workers (USL&H) Act (33 USC sections 901-950). The minimum acceptable limits under such coverage must be no less than $1,000,000.

Jones Act Coverage must be maintained by the Consultant if any of the work governed by this Contract involves the use of any watercraft (regardless of size). Such coverage must comply with the Federal Jones Act (46 U.S.C.A, subsection 688). The minimum acceptable limits under such coverage must be no less than $1,000,000.

Commercial General Liability Insurance must be maintained by the Consultant on the Full Occurrence Form. Coverage must include but not be limited to Premises and Operations, Personal Injury, Contractual Liability, Independent Contractors, Broad Form Property Damage, and Products & Completed Operations Coverage and may not exclude coverage for the "X" (explosion), "C (collapse) and "U" (underground) Property Damage Liability exposures.

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Limits of coverage must not be less than:

Bodily Injury & Property Damage Liability: $1,000,000.00 Combined Single Limit each occurrence and aggregate.

Completed Operations Liability Coverage must be maintained by the Consultant for a period of not less than four (4) years following Final Completion and Acceptance by the Authority.

The use of an Excess and/or Umbrella policy will be acceptable if the level of protection provided by the Excess and/or Umbrella policy is no less restrictive then the Primary General Liability policy.

Business Automobile Liability Insurance must be maintained by the Consultant as to ownership, maintenance, use, loading and unloading of all owned, non-owned, leased or hired vehicles with limits of not less than:

Bodily Injury: $1,000,000.00 Limit Each AccidentProperty Damage Liability: $1,000,000.00 Limit Each Accident

or

Bodily Injury & Property Damage Liability: $1,000,000.00 Combined Single Limit Each Accident

Professional Liability Insurance must be maintained by the Consultant that will respond to claims arising out of any professional services provided by the Consultant. The minimum acceptable limits of such coverage must be $2,000,000 per claim and in aggregate and must be maintained for a minimum of 4 years following the termination of this agreement.

The Consultant must maintain Watercraft Liability Insurance if any of the services provided by the Consultant or any of its sub-consultants require the use of any watercraft that is in excess of 26 feet in length. The minimum acceptable limits of such coverage must be $1,000,000.

The Consultant must maintain Aircraft Liability Insurance if any of the services provided by the Consultant or any of its sub-contractors require the use of any aircraft. The minimum acceptable limits of such coverage must be $1,000,000.

ARTICLE 22. PROFESSIONAL LIABILITY: The Consultant recognizes that the registered persons practicing engineering with the Consultant as provided in Chapter 471 of the Florida Statutes are not relieved from personal liability for their professional acts and each registered person practicing engineering with the Consultant who performs consulting engineering services for the Authority pursuant to this Contract or any particular PSA will be liable in accordance with section 471.023(3) of the Florida Statutes.

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ARTICLE 23. LEGAL RESTRAINTS AND LIMITATIONS: The Consultant acknowledges that the Authority, as a unit of local government and as a subdivision of the State of Florida, is subject to controls, limitations, regulations and restraints imposed or administered pursuant to numerous applicable laws, ordinances, agreements, rules and regulations of federal, state, regional and certain local jurisdictions, governmental agencies or authorities. Additionally, the Consultant acknowledges that the Authority often receives grants and participates in grant or funding agreements from federal and state agencies. All services rendered or performed by the Consultant pursuant to any duly executed PSA will be in conformance therewith.

In performing services, Consultant must be responsible for identifying and assisting the Authority in obtaining all permits necessary to complete the services.

The Authority retains the Consultant only for the purposes and to the extent set forth in this Contract, and its relationship with the Authority will, during the term of this Contract, be that of an independent contractor. Consultant has discretion, subject to the requirement that it performs the services required in this Contract competently and professionally in accordance with the applicable professional standards and otherwise complies with the terms of this Contract, to select the means and methods of performing such services. In this regard, Consultant will be fully responsible for the employment, direction, supervision, compensation and control of any and all persons employed or retained by Consultant. Neither Consultant nor Consultant’s contractors, subcontractors, consultants, Subconsultants, suppliers, experts or other persons or organizations retained or utilized by Consultant for the services required in this Contract will be considered by reason of the provisions of this Contract or otherwise as being an employee or agent of the Authority. Consultant shall comply with all workers’ compensation, employers’ liability and other Federal, State, and municipal laws, ordinances and regulations required of an employer performing services as contemplated in this Contract. Furthermore, Consultant is responsible for paying all income and employment taxes, and the Authority will not be responsible for collecting and/or paying withholding, FUTA, FICA and any other state or federal taxes.

At all times during the performance of any of the services required hereunder, Consultant must comply with Title VII of the Civil Rights Act of 1964, as amended (45 C.F.R. Part 1010), and the Florida Civil Rights Act of 1992. Consultant may not discriminate in any form or manner against its employees or applicants for employment on the basis of race, color, national origin, religion, sex, age, handicap or marital status. Further, Consultant shall comply with all applicable rules, regulations or executive order promulgated to give effect to the Civil Rights Act of 1964, as amended.

In accordance with FDOT policy, projects funded with FDOT funding shall provide Disadvantaged Business Enterprises (“DBE”) an opportunity to participate in the performance of the Contract. Consultant agrees to ensure that DBEs have the opportunity to participate in the performance of the Contract and that Consultant shall take necessary and reasonable steps to ensure such opportunities. The Authority and its Consultant, Contractors, and subcontrators

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must not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract.

The Consultant shall utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of all new employees hired by the Consultant/sub-consultant during the contract term and require all of its sub-consultants performing work or providing services pursuant to this contract to do the same.

ARTICLE 24. LITIGATION AND ADMINISTRATIVE PROCEEDINGS: In the event the Consultant is authorized by a duly executed PSA to become involved in litigation or administrative proceedings as a witness for the Authority or in any other professional assignment connected with litigation or administrative proceedings, the compensation or fee to the Consultant for such services will not be related to the findings of any court or administrative agency concerning the adequacy or inadequacy of the compensation or fee. The Authority will pay the Consultant compensation for said services in the manner set forth in the particular Authorization regardless of the decision in any such litigation or administrative proceedings.

ARTICLE 25. LEGAL QUALIFICATIONS AND ETHICAL CONSIDERATIONS: The Consultant warrants it is duly permitted by the laws of the State of Florida to render engineering services in the State of Florida and that one or more of its officers and employees are duly registered as professional engineers in the State of Florida. The Consultant recognizes that in rendering or performing professional services pursuant to the provisions of this Contract, the Consultant is working for the residents of Manatee County, Florida, subject to public observation, scrutiny and inquiry and based upon said recognition, the Consultant shall in all of its relationships with the Authority pursuant to the provisions of this Contract conduct itself in accordance with all of the recognized applicable ethical standards set by any related national societies, and the reasonable traditions to perform services.

The Consultant acknowledges that the portion of its books and records related to its contracting activities with the Authority may become subject to inspection and copying under the Florida Public Records Act. The Consultant agrees to comply with the Florida Public Records Act, as applicable, including, but not limited to section 119.0701 of the Florida Statutes. The Consultant agrees, to the extent required by law, to:

1. keep and maintain public records that ordinarily and necessarily would be required by the public agency in performing the services of the Contract;

2. provide the public with access to the public records under the same terms and conditions that the Authority and Department of Transportation (DOT) would provide the records and at a cost that does not exceed the cost provided for by law;

3. ensure that the public records that are exempt or confidential, and exempt from public record disclosure requirements, are not disclosed, except as authorized by law; and

4. meet all requirements where retained public records and transfer, at no cost, to the Authority and DOT, all public records in possession of the Consultant, upon termination or completion of the Contract and destroy any duplicate public records that are exempt or

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confidential, or exempt from public record disclosure requirements.

Furthermore, the Consultant agrees that all records stored electronically will be provided to the Authority and DOT in a format that is compatible with the information technology systems of the Authority and DOT. The Consultant shall promptly provide the Authority with a copy of any request to inspect or copy public records that Consultant receives and a copy of the Consultant’s response to each request. The Consultant understands and agrees that failure to provide access to the public records will be grounds for unilateral cancellation of the Contract, its amendments, and PSAs.

Consultant has been made aware of the Florida Public Entity Crimes Act, § 287.133, Florida Statutes, specifically section 2(a), and the Authority’s requirement that the Consultant has complied with it in all respects prior to and will comply with it in all respects during the term of this Contract.

Consultant has been made aware of the Discriminatory Vendors Act in Section 287.134, Florida Statutes, and the Authority’s requirement that the Consultant has complied with it in all respects prior to and will comply with in all respect during the term of this Contract.

Consultant has been made aware of the prohibition against contracting with scrutinized companies pursuant to Section 287.135, Florida Statutes, and the Authority’s requirement that the Consultant has complied with it in all respects prior to and will comply with in all respect during the term of this Contract.

Consultant agrees to comply with Section 20.055(5), Florida Statutes, and to incorporate in all subcontracts the obligation to comply with Section 20.0555(5), Florida Statutes.

ARTICLE 26. NO WAIVER OF SOVEREIGN IMMUNITY: Nothing in this Contract may be interpreted as a waiver by the Authority of its rights, including the limitations of the waiver of immunity, as set forth in Florida Statutes 768.28, or any other statutes, and the Authority expressly reserves these rights to the full extent allowed by law. This provision survives completion or termination of this Contract.

ARTICLE 27. SEVERABILITY: It is understood and agreed by the Parties that if any part, term or provision of this Contract is held to be illegal or in conflict with any law, the validity of the remaining portions or provisions will not be affected, and the rights and obligations of the Parties must be construed and enforced as if the Contract did not contain the particular part, term or provision held to be invalid.

ARTICLE 28. SUCCESSORS AND ASSIGNS: This Contract is binding on successors, assigns, and legal representatives of and persons in privity of contract with the Authority or Consultant. The Consultant may not sublet, assign, or transfer this Contract, any PSA or any other work specifically set forth under this Contract without the prior written consent of the Authority, which consent may be withheld in the Authority’s sole discretion. This provision

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survives completion or termination of this Contract.

ARTICLE 29. JURISDICTION AND VENUE: The Contract is governed by and construed under the laws of the State of Florida. Venue for any action arising under the Contract lies exclusively in state courts in Manatee County, FL. Each Party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the aforeseaid laying of venue of any such civil action or legal proceeding in such court. This provision survives completion or termination of this Contract.

ARTICLE 30. ATTORNEY FEES: If any subsequent legal action or other proceedings, including but not limited to any trial proceeding or appellate proceeding, are brought for the enforcement of this Contract, or because of any alleged dispute, breach, default or misrepresentation in connection with any provision of this Contract, the successful or prevailing Party will be entitled to recover all costs incurred, including reasonable attorneys', legal assistants', and experts’ fees and costs prior to trial, at trial, and on appeal, in addition to any other relief to which such Party maybe entitled. No entity or person other than the Parties will have any legally enforceable rights under this Contract or because of its existence, other than as explicitly set forth in this Contract. This provision survives completion or termination of this Contract.

ARTICLE 31. INTERPRETATION: The Parties represent and warrant that they have entered into this Contract relying wholly upon their own judgment, belief, and knowledge of the nature, extent, effect, and duration of any actions, damages, and liability therefore. The Parties represent that they enter into this Contract without relying upon any statement or representation of the adverse parties other than what has been set forth in writing in this Contract. The Parties represent that they have had the opportunity to discuss this matter with counsel of their choosing and are satisfied with its counsel and the advice received. The Parties understand this Contract’s contents and agree that this Contract may not be construed more strongly against any party to this Contract, regardless of who is responsible for its preparation or drafting. The Parties further declare and represent that no promise, inducement, agreement or understanding not expressed in this Contract has been made to an adverse party and that this Contract contains the entire agreement between the Parties hereto and that the terms of this Contract are contractual and not a mere recital. All the Parties drafted this Contract jointly, and no term, condition or provision of this Contract may be construed more strictly against any Party.

The captions and headings in this Contract are for convenience of reference only and in no way define or limit the scope or content of this Contract or in any way affect its provisions.

ARTICLE 32. AGREEMENTS RELATING TO CONSIDERATION: Each party acknowledges and agrees that the covenants under this Contract, together with the consideration exchanged hereunder, constitute full, fair and valuable consideration for the transfers, transactions and releases required of and by the Parties pursuant to the provisions of this Contract and that, by virtue of the above-referenced consideration, the Parties have received reasonably equivalent value in exchange for their obligations under this Contract. The Parties

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acknowledge and agree that each has received and reviewed a copy of this Contract in the presence of their respective, independent counsel retained by them. Each party understands the purport, tenor, and effect of this Contract, and has entered into this Contract freely and voluntarily.

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ARTICLE 33. AUTHORITY TO EXECUTE: Each of the Parties covenants to the other party to this Contract that it has lawful authority to enter into this Contract, that the governing or managing body of each of the Parties has approved this Contract and that the governing or managing body of each of the Parties has authorized the execution of this Contract in the manner hereinafter set forth.

IN WITNESS WHEREOF, the Parties have caused this Contract to be duly executed, in duplicate, this the ____ day of __________________.

ATTEST: ANGELINA COLONNESO MANATEE COUNTY PORT AUTHORITYCLERK OF CIRCUIT COURT

___________________________ By: _________________________

AUTHORITY

WITNESSES: #CONSULTANT_NAME

___________________________ By: _________________________

___________________________ Title: ________________________

CONSULTANT

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Attachment AScope of Services

Port Manatee Professional Engineering Services ContractIntermodal Cargo Yard Improvements

#CONSULTANT_NAME

20

Attachment BSchedule of Values

Port Manatee Professional Engineering Services ContractIntermodal Cargo Yard Improvements

#CONSULTANT_NAME

21

Attachment CMilestones

Port Manatee Professional Engineering Services ContractIntermodal Cargo Yard Improvements

#CONSULTANT_NAME

22

Attachment DPSA Form

Port Manatee Professional Engineering Services ContractIntermodal Cargo Yard Improvements

#CONSULTANT_NAME

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PROFESSIONAL SERVICES AUTHORIZATION (PSA) NO. _____

Pursuant to the Port Manatee Professional Engineering Services Contract for Intermodal Cargo Yard Improvements dated __________ between the Manatee County Port Authority, hereinafter referred to as the “Authority”, and

#CONSULTANT_NAME,

hereinafter referred to as the “Consultant”, the Authority hereby authorizes and the Consultant hereby agrees to perform the hereinafter identified professional services for the project, facility or program identified as:

“Intermodal Cargo Yard Improvements”.

The professional services and additional terms hereby authorized by the Authority and agreed to by the Consultant are set forth in the attached proposal dated _______ for the above entitled project, facility or program.

The total fees and expenses for these professional services must not exceed:

$__________

DATED: ________________

MANATEE COUNTY PORT AUTHORITY

By: _____________________________Executive Director

#CONSULTANT_NAME

By: _______________________________

Name, Title: ________________________

If applicable, the Authority has considered and hereby approves this Supplemental Professional Engineering Services Authorization with a quorum present and voting this _____ day of _____________, 20__.

Attest: MANATEE COUNTY PORT AUTHORITY

By: ____________________________ By: ______________________

Deputy Clerk of the Circuit Court Chairman

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Attachment ETruth in Negotiation Certificate

Port Manatee Professional Engineering Services ContractIntermodal Cargo Yard Improvements

#CONSULTANT_NAME

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TRUTH IN NEGOTIATION CERTIFICATE

This Certificate is executed and given by the undersigned as a condition precedent to entering into this Contract:

“#CONSULTANT_NAME”

pursuant to the Port Manatee Professional Engineering Services Contract for the Intermodal Cargo Yard Improvements project with the Manatee County Port Authority.

Before me, the undersigned authority personally appeared, who having knowledge as to the facts and statement in this Truth In Negotiation Certificate after duly sworn, deposes and states under oath that:

1. This Certificate must be attached to and constitute an integral part of the contract as provided in Florida Statute 287.055(5)(a).

2. The undersigned hereby certifies that the wage rate and other factual unit costs supporting the compensation on which this contract is established are accurate, complete, and current on the date set forth in this Truth In Negotiation Certificate.

3. The truth of statements made in this Truth In Negotiation Certificate may be relied upon by the Manatee County Port Authority and the undersigned is fully advised of the legal effect and obligations imposed upon him by the execution of this instrument under oath.

4. The original contract price and any additional thereto will be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to in accurate, incomplete, or noncurrent wage rates and other factual unit costs.

Executed on behalf of the Party to the Port Manatee Professional Engineering Services Contract referred to as the Consultant, doing business as:

#CONSULTANT_NAME

By: ____________________________________________________________________ (Signature, Name)

Title: ___________________

The foregoing instrument was acknowledged and executed before me by the above signed on the _________ day of _______________, 20__.

NOTARY SEAL: __________________________