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HomeMy WebLinkAboutR-2022-066 Seacor Island Lines, LLC Grant Application and Cooperative Endeavor AgreementRESOLUTION NO.2022-066 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, RELATING TO APPLYING FOR A POSSIBLE FEDERAL GRANT BY THE US DEPARTMENT OF TRANSPORTATION UNDER THE PORT INFRASTRUCTURE DEVELOPMENT PROGRAM, ("PDIP") TO BE UTILIZED ON SEACOR ISLAND LINES LLC (SEACOR) PROPERTY, TO REPLACE THE EXISTING RORO RAMP AT THE TERMINAL, TO REPLACE ITS WEST AND NORTH BULKHEADS AND REHABILITATE A DILAPIDATED CARGO WAREHOUSE MARINE TERMINAL AT PORT LAUDANIA, USED BY SEACOR TO SUPPORT ITS OPERATIONS AT THE TERMINAL; TO AUTHORIZE THE CITY TO APPLY FOR THE ABOVE REFERENCED GRANTS; TO ENTER INTO A COOPERATIVE ENDEAVOR AGREEMENT WITH SEACOR; AUTHORIZING PASS -THROUGH OF THE FEDERAL FUNDING, IF AWARDED, TO SEACOR, AND TO HAVE SEACOR REIMBURSE THE CITY FOR ALL OF ITS COSTS ASSOCIATED WITH HIRING GOVERNMENT SERVICES GROUP, INC., TO ACT AS THE GRANT ADMINISTRATOR TO ENSURE COMPLIANCE WITH ALL FEDERAL GUIDELINES; AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE ALL ASSOCIATED GRANT AGREEMENTS AND REIMBURSEMENT AND INDEMNIFICATION AGREEMENTS; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Seacor Island Lines, LLC, a Delaware limited liability company corporation authorized to do business in the State of Florida ("Seacor"), with its principal mailing address of 1300 Eller Drive, Fort Lauderdale, Florida 33316, is doing business within the jurisdictional limits of Dania Beach, and is seeking federal grant funding and the City's assistance; and WHEREAS, Seacor desires to join with the City of Dania Beach, in order to apply for a possible federal grant being issued by the US Department Of Transportation under the Port Infrastructure Development Program; and WHEREAS, to be awarded the grant, the grant recipient must be a governmental entity, that can pass -through the funding to a third parry; and WHEREAS, the City would sponsor and submit in partnership with Seacor a grant application to U.S. Department of Transportation; and WHEREAS, the City would be required to be the named grant applicant, and if awarded, the City is expected to request approximately $4.9 million in discretionary federal Port Infrastructure Development Program ("PIDP") grant funding to complement approximately $2.1 million (approximately 30%, 20% is the minimum requirement) in private funding by Seacor) for an approximate $7 million project (Project); and WHEREAS, this Project will replace the west and north bulkheads of the Seacor Island Lines marine terminal and replace the existing roro ramp all of which are located within the City; and WHEREAS, Seacor is committed to matching funds of $2.1 million; upon completion, this Project will ensure Seacor's continued transport of over 42,000 tons of cargo between Port Everglades and islands in the Bahamas, provide 135 jobs in support of the movement of over approximately 846,000 tons of cargo annually, and assist the City in its efforts to diversify and distribute economic opportunities and offer jobs generated by operations associated with Seacor and conducted in Port Everglades; and WHEREAS, to ensure proper administration of the funds, the City requires Seacor to enter into a cooperative endeavor agreement, which provides for indemnification and reimbursement of the City's costs, including but not limited to, the costs of hiring an outside consultant to be the grant administrator for the Project; and WHEREAS, to ensure that the City has thought of and addressed all possible issues associated with the grant and association with Seacor, Seacor executed a pre -grant agreement, which reimbursed the city for outside counsel costs to review and revise the proposed cooperative endeavor agreement; and WHEREAS, the City hired Akerman, LLP as outside counsel to review and revise the proposed cooperative endeavor agreement to ensure compliance with grant requirements and to ensure proper accountability; WHEREAS, the cooperative endeavor agreement would also have Seacor pay for the expenses associated with hiring the third -party grant administrator consultant, Government Services Group, Inc.; and WHEREAS, the City is seeking authorizing to engage Government Services Group, Inc.; 2 RESOLUTION #2022-066 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That the above "Whereas" clauses are ratified and confirmed as being true and correct, and they are made a part of and incorporated into this Resolution by this reference. Section 2. That the Commission authorizes the proper City officials to apply for a possible federal grant by the US Department Of Transportation under the Port Infrastructure Development Program ("PDIP") to be utilized on Seacor Island Lines, LLC (Seacor) property, to replace the existing roro ramp at the terminal, replace two bulkheads at Port Laudania, used by Seacor to support its operations at the terminal. Section 3. That the Commission authorizes the proper City officials to enter into a cooperative endeavor agreement with Seacor, to authorize pass -through of the federal funding to Seacor, and to have Seacor reimburse the City for its costs associated with hiring Government Services Group, Inc., to act as the grant administrator to ensure compliance with all federal guidelines and requirements, which Agreements are attached as composite Exhibit "A" and incorporated into this Resolution by this reference. Section 4. That the Commission authorizes the proper City officials to execute all associated grant agreements and reimbursement and indemnification agreements; provided, however that no agreement will be effective unless and until City officials complete the execution of the applicable agreement(s). Section 5. That the City Manager and City Attorney are authorized to make minor revisions to the agreement(s) related to the grants as are deemed necessary and proper for the best interests of the City. Section 6. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 7. That this Resolution shall be in force and take effect immediately upon its passage and adoption. 3 RESOLUTION #2022-066 PASSED AND ADOPTED on April ATTEST: THOMAS SCHNEIDER, CMC CITY CLERK APPROVED AS TO FORM AND CORRECTNESS: E E BQOUTSIS v ATTORNEY 4 RESOLUTION #2022-066 COOPERATIVE ENDEAVOR AGREEMENT BY AND BETWEEN THE CITY OF DANIA BEACH AND SEACOR ISLAND LINES LLC Page- 1 - of 18 This COOPERATIVE ENDEAVOR AGREEMENT ("Agreement"), effective , ("Effective Date"), is made by and between the CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation (the "City"), which is duly authorized to enter into this Agreement pursuant to Resolution No. of the City, approved at a duly constituted public meeting on , and SEACOR ISLAND LINES LLC, a Delaware limited liability company duly authorized to do business in the State of Florida (the "Company"). (The above are jointly referred to as "parties" and singularly referred to as a parry") WHEREAS, the parties agree that in consideration of, and pursuant to, the mandates of the U.S. Department of Transportation's anticipated grant award to the City and the Grant Agreement entered into by the City pursuant to the U.S. Department of Transportation's Port Infrastructure Development Program ("PIDP"), attached and made a part as Exhibit "A" ("Grant Agreement"), the City will distribute grant funds to the Company for the Project defined in Section 1.01 below; and WHEREAS, Article VII, Section 10 of the Florida Constitution prohibits municipalities from becoming joint owners with, or stockholders of, or giving, lending, or using their taxing power or credit to aid any corporation, association, partnership, or person, but the Florida Constitution expressly allows municipalities to invest public trust funds and other public funds in obligations of, or insured by, the United States or any of its instrumentalities, and it permits the funding of projects that advance a public purpose; and WHEREAS, the Project will use federal funds to deliver tangible public benefits to the City, including ensuring the retention of jobs and economic opportunities generated by port operations in the City; and WHEREAS, the parties desire to enter into this Agreement to memorialize the obligations and tangible benefits flowing to the parties from the Project. NOW, THEREFORE, in consideration of the premises and mutually dependent covenants herein contained, the parties agree as follows: ARTICLE I DEFINITIONS; INTERPRETATION Section 1.01 Definitions "Agreement" means this Cooperative Endeavor Agreement and any written amendments or modifications thereto executed by the parties. "City" is defined in the preamble to this Agreement. "Company" is defined in the preamble to this Agreement. "Company Parties" is defined in Section 5.02 of this Agreement. Page -2-of18 "Default Notice Period" is defined in Section 5.14 of this Agreement. "Effective Date" is defined in the preamble to this Agreement. "Facility" means, collectively, the Company's marine terminal (including its roro ramp) located at 950 Eller Drive, Dania Beach, Florida. "Force Majeure" is defined in Section 4.01 of this Agreement. "Grant" means the approximately $4.9 million in discretionary PIDP grant funding or both pursuant to this Agreement, anticipated to be awarded by the U.S. Department of Transportation to the City for the Project. "Grant Administrator" means Government Services Group, Inc., the third party charged with administrating the Grant on the City's behalf. "Indemnitees" is defined in Section 5.02 of this Agreement. "Legal Requirements" means every statute, law, ordinance, regulation, rule, policy, procedure, directive, order, or other requirement of any federal, state, municipal, or other government authority, or any of their respective subdivisions or instrumentalities, that is in any way applicable to the Project, the Grant, or this Agreement. "Project" means the approximately $7 million renovation project the Company will undertake to its Facility and port operations, including replacing the west and north bulkheads of the Company's marine terminal at Port Laudania, replacing the existing roro ramp at the terminal. The Project will be funded by approximately $4.9 million in discretionary PIDP pursuant to this Agreement, and approximately $2.1 million (30% of the total cost of the Project) in anticipated private funding by the Company. The Company is obligated to contribute at least $1.4 million (20% of the total cost of the Project) of its own funds to the Project, and may commit additional private funds to the Project at the Company's sole discretion. Upon completion, the Project will ensure the Company's continued transport annually of more than 42,000 tons of cargo between Port Everglades and the Bahamas, will provide 135 jobs in support of the movement of more than 846,000 tons of cargo annually, and will assist the City to diversify and distribute economic opportunities and jobs generated by port operations in the City. "Working Day" means any day except Saturdays, Sundays, federal legal holidays in the United States, and days on which banking institutions or governmental offices in the State of Florida are authorized or required by law or other governmental action to close. Page -3-of18 Section 1.02 Interpretation (a) Capitalized terms used but not defined in this Agreement are as defined in any document, certificate, report, or agreement referenced or furnished in connection with this Agreement, or otherwise take their ordinary dictionary meaning, unless the context clearly requires otherwise. (b) Words indicating the singular number shall include the plural number and vice versa, and words of the masculine gender shall include correlative words of the feminine and neutral genders and vice versa, unless the context clearly requires otherwise. (c) The words "hereof' and "herein" shall be construed to refer to the entirety of this Agreement and shall not be restricted to the particular portion of this Agreement in which they appear. (d) Section numbers shall refer to sections of this Agreement. (e) When any period of time is referred to in this Agreement by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such time period falls on a day other than a Working Day, such day will be omitted from the computation, and the time period shall be automatically extended through the close of business on the next regularly scheduled Working Day. A calendar day of twenty-four (24) hours measured from midnight to the next midnight shall constitute a day. (f) The parties acknowledge and agree that the recitals to this Agreement are true and correct and are incorporated as if fully reproduced in the body of this Agreement. ARTICLE II OBLIGATIONS Section2.01 City and Company Obligations (a) Distribution of Funds. The City shall distribute the Grant funds to the Company on a reimbursement basis in phases as completion of the Project advances continuously to completion, and, in each case, upon verification, to the City's and the Grant Administrator's reasonable satisfaction, that the Company has satisfied all conditions precedent to distribution of the Grant funds that the Company, as the subrecipient of the Grant funds, is required to satisfy in the Grant Agreement, this Agreement, and under the applicable Legal Requirements. Reimbursements will only be made for expenditures that the City and the Grant Administrator provisionally determine are eligible for reimbursement under the Grant Agreement and applicable law; however, the provisional determination that an expenditure is eligible for reimbursement does not relieve the Company of its duty to repay the City for any expenditures that are later determined by the federal government to be ineligible for reimbursement. Notwithstanding the foregoing, the City reserves the right, in its sole discretion, to withhold distribution of all or any portion of the Grant funds, at Page -4-of18 any time and from time to time, if the Company is then in material uncured breach of this Agreement.111 (b) Use of Funds. The Company shall use the Grant funds solely for purposes of completing the Project. All other uses are expressly prohibited. (c) Compliance with Leval Requirements and the Grant Award. The Company is responsible for complying, and hereby agrees to comply, with all of the Legal Requirements and with the terms and conditions of the federal Grant award as memorialized in the Grant Agreement, in each case as applicable to the Company's use of the Grant funds for purposes of completing the Project. This includes, without limitation, the obligation to obtain and maintain, at the Company's sole cost and expense, all permits, approvals, and authorizations required by any and all authorities having jurisdiction over the Project. (d) Ownership of Improvements. As between the Company, the federal government, and the City, the Company shall own all renovations and improvements made to the Facility in connection with the Project, including, without limitation, all drawings and other work product relating thereto, subject to applicable public records laws and disclosure requirements as provided in this Agreement. (e) Non -Discrimination. The Company agrees to abide by the requirements of the following laws (as amended), to the extent applicable: Title VI of the Civil Rights Act of 1964, Title VII of the Civil Rights Act of 1964 and Equal Employment Opportunity Act of 1972; Federal Executive Order l 1246; the Rehabilitation Act of 1973; the Vietnam Era Veteran's Readjustment Assistance Act of 1974; the Uniformed Services Employment and Reemployment Rights Act of 1994; Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975; the Fair Housing Act of 1968; and the Americans with Disabilities Act of 1990. The Company agrees that, to the extent required by law, it shall not discriminate in its employment practices and shall render its services without discrimination, and without regard to race, color, religion, sex, national origin, veteran status, political affiliation, or disabilities. ARTICLE III TERM Section3.01 Term The term of this Agreement shall commence on the Effective Date and shall terminate automatically on the last day of the Grant Period, unless earlier terminated as provided in this Agreement. ARTICLE IV FORCE MAJEURE Section 4.01 Force Majeure (a) Neither party shall be considered in default in the performance of any duty or obligation under this Agreement (except the obligation to make payments or reimbursements when M This Agreement will be updated to include the payout terms and to add any additional provisions that may be required to ensure compliance with applicable federal and state laws and regulations. Page -5-of18 due) if such performance is prevented or delayed during the pendency of any Force Majeure event, but for no longer time period. "Force Majeure" shall mean acts of God, lightning, earthquakes, fires, storms, floods, explosions, epidemics, riots, civil disturbances, wars, acts of terrorism and other unforeseeable events beyond the reasonable control of the party claiming Force Majeure, but specifically excludes any delays caused by or resulting from any acts or omissions of the party claiming Force Majeure. Any delay caused by Force Majeure shall not be recognized unless the party claiming Force Majeure shall contact the other party within thirty (30) Working Days after the event of Force Majeure commences. The parties shall use commercially reasonable efforts to remedy the Force Majeure event with all due diligence. Neither economic impracticality nor the inability of either party to perform in whole or in part for economic reasons shall constitute an event of Force Majeure. Notwithstanding anything to the contrary, the City's obligation to distribute the Grant funds within the deadline provided in Section 2.01(a) is subject to extension for Force Majeure, and shall not be deemed a payment or monetary obligation. (b) The Force Majeure period shall continue from the date of such notice until the effects of such Force Majeure are removed, remedied or repaired, or otherwise no longer prevent performance of the Company's or the City's obligations hereunder. During the Force Majeure period, the obligations of the parties under this Agreement shall be suspended to the extent impeded by such Force Majeure event. No Force Majeure period arising from a single event of Force Majeure shall be deemed to exist for longer than one year from the date of such notice, and the aggregate Force Majeure period during the term of this Agreement shall not exceed two years. (c) Any repair to the Facility necessitated by an event of Force Majeure shall be the sole obligation of the Company and not the City. The Company must proceed expeditiously with due diligence to undertake efforts to remedy or mitigate the effects of Force Majeure, and within sixty (60) Working Days after the event of Force Majeure shall provide the City with a report showing the efforts made and to be made to remedy or mitigate such effects, and a timetable to return to full performance. ARTICLE V LIABILITY; JURISDICTION; OTHER OBLIGATIONS; DEFAULT AND CURE Section 5.01 No Personal Liability No covenant or agreement contained in this Agreement shall be deemed to be the covenant or agreement of any official, director, officer, agent or employee of any party hereto in his or her individual capacity, and neither the officers of any party hereto nor any official executing this Agreement shall be liable personally with respect to this Agreement or be subject to any personal liability or accountability by reason of the execution and delivery of this Agreement, other than in an action for fraud. Section5.02 Defense and Indemnification (a) To the fullest extent permitted by law, the Company shall protect, defend, indemnify, and hold harmless the City, its officers, commissioners, subsidiaries, agents, servants, representatives and employees (collectively, "Indemnitees") of, from, and against any and all losses, costs, claims, charges, expenses, penalties, damages, liabilities, obligations, fines, liens, Page -6-of18 suits, demands, judgments, injuries, reasonable attorney's fees, costs, interest, and actions arising out of or resulting from: (i) any breach of this Agreement by the Company; (ii) any bodily injury (including death) or personal injury to any person (other than a representative of the City unless such injury or death arises out of or results from a negligent act or omission of the Company or any of the Company Parties, as defined below) in connection with the Project; (iii) any injury or damage to any real or personal property in connection with the Project; (iv) any act or omission of the Company, its contractors, subcontractors (of each and every tier), consultants, agents, servants, representatives, employees, or any other person or entity acting by, through, or in any way on behalf of any or all of them in connection with the Project (collectively, the "Company Parties"); (v) any violation of any of the Legal Requirements by the Company or any of the Company Parties in connection with the Project; and (vi) any suit or other action brought or threatened by any third party regarding the legality, validity, or enforceability of all or any part of this Agreement. (b) When in the course of fulfilling its obligations under this Section, the Company must engage attorneys to defend the Indemnitees, the Company shall obtain the prior written consent of the City to the attorneys to be engaged, which consent shall not be unreasonably withheld. (c) The Company shall be responsible for all reasonable attorney's fees and costs which the City may incur if the City must sue to enforce the provisions of this indemnity, provided the City prevails in its litigation against the Company. (d) Nothing in this Section shall be construed as indemnifying the City or any other Indemnitees against its own or their gross negligence or willful misconduct as determined by a judgment of a court of competent jurisdiction. (e) This Section 5.02 shall survive any expiration or termination of this Agreement. Section 5.03 Insurance Requirements (a) The Company shall obtain and maintain, at no cost to the City, the following minimum insurance: Commercial General Liability Limits of Liability Bodily Injury & Property Damage Liability Each Occurrence $10,000,000 Policy Aggregate $20,000,000 Personal & Advertising Injury $10,000,000 Products & Completed Operations $20,000,000 Coverage / Endorsements Required Contingent & Contractual Liability Premises and Operations Liability Primary and Noncontributory Insurance Clause Endorsement with respect to the liabilities assumed by the Company under this Agreement Page- 7-of18 No exclusion for Explosion, Collapse & Underground Hazard Waiver of Subrogation in favor of the City with respect to the liabilities assumed by the Company under this Agreement. The City shall be named as an additional insured with respect to the liabilities assumed by the Company under this Agreement. Completed Operations coverage must be valid and applicable for a minimum of 3 years following completion of the Project. Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Combined Single Limit Any Auto/Owned Autos or Scheduled Autos Including Hired and Non -Owned Autos Any One Accident $2,000,000 Coverage / Endorsement Required Employees are covered as insureds Workers Compensation Statutory - State of Florida Include Employers' Liability Limits: $1,000,000 for bodily injury caused by an accident, each accident $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit Workers' Compensation insurance is required for all employees fulfilling this contract on behalf of the Company. The policy must include a Waiver of Subrogation in favor of the City with respect to the liabilities assumed by the Company under this Agreement. In addition, the Company must be in compliance with all applicable state and federal workers' compensation laws, including US Longshore and Harbor Workers Compensation Act and Jones Act. If the Company engages any subcontractors in connection with the performance of this Agreement, the Company shall require those subcontractors to carry Workers' Compensation insurance in compliance with all applicable state and federal laws. Umbrella/Excess Liability Umbrella/Excess Liability can be utilized to provide the required limits. Coverage shall be in excess of and provide substantially the same coverage as the underlying insurance policy coverages, including all special endorsements. Umbrella should include Employer's Liability. Page- 8-of18 (b) All above coverage must remain in full force and effect without interruption for the term of this Agreement and until the completion of the Project (or for such longer period as may be required herein for Completed Operations coverage). If any insurance is afforded on a "claims made" basis, such coverage must remain in full force and effect without interruption for such longer period as may be needed to satisfy any claims that may be brought within the limitations or repose periods under applicable law). All policies required by this Agreement shall provide 30 days' written notice of cancellation or material change from the insurer (or 5 days' written notice in the event of cancellation due to non-payment of premium). If the insurance policies do not contain such a provision, it is the responsibility of the Company to provide such written notice within 10 days of the change or cancellation. In addition, the insurance policies required by this Agreement shall also provide that an act or omission of one of the named insureds shall not reduce or void coverage to the other named insureds, and shall afford coverage for claims based on acts, omissions, injury, and damage that arose during the policy period. (c) The Company must deliver Certificates of Insurance evidencing all of the insurance required by this Agreement to the City no later than ten (10) Working Days after the Effective Date of this Agreement, and the Company shall not commence any physical construction work for the Project until the Company delivers the Certificates of Insurance to the City. All such certificates must include a reference to this Agreement and other identifying references as appropriate, and shall be issued to the following: Certificate Holder: CITY OF DANIA BEACH 100 West Dania Beach Boulevard Dania Beach, FL 33004 (d) All insurance companies utilized by the Company must be authorized to do business in the State of Florida, and must be rated no less than "A-" as to management, and no less than "Class V" as to financial strength, by the latest edition of AM Best's Insurance Guide, or its equivalent. (e) Certificates of Insurance are subject to review and verification by City Risk Management. The City reserves the right but not the obligation to reject any insurer providing coverage due to poor or deteriorating financial condition. These insurance requirements shall not limit the liability of the Company in any way. Further, the City does not represent these types or amounts of insurance to be sufficient or adequate to protect the Company's interests or liabilities, but are merely minimums. (f) Safety and loss control shall be exercised at all times by the Company for the protection of all persons, employees, and property. Any hazardous conditions must be promptly identified, reported, and action taken to mitigate as soon as possible. Page -9-of18 Section 5.04 Tax Liability The Company agrees that the responsibility for the payment of any taxes caused by the funds received under this Agreement or any other tax levied on the Facility shall be the Company's sole obligation. Section 5.05 Jurisdiction and Venue: Jury Trial Waiver (a) This is a contract which shall be subject to, governed by, and interpreted pursuant to the laws of the State of Florida without regard to applicable conflicts of laws principles. The laws of the state of Florida will govern the Agreement, and disputes will be resolved in the 17th Judicial Circuit Court of Broward County, or in the federal courts in the Southern District of Florida, whichever jurisdiction is appropriate. The Agreement is not subject to arbitration. THE PARTIES EXPRESSLY WAIVE ALL RIGHTS TO TRIAL BY JURY FOR ANY DISPUTES ARISING FROM, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. THE PARTIES UNDERSTAND AND AGREE THAT THIS WAIVER IS A MATERIAL AGREEMENT TERM. (b) All claims, counterclaims, disputes and other matters in question between the City and the Company arising out of, relating to or pertaining to the Agreement, the breach of it, the services of it, or the standard of performance required in it, are to be addressed by resort to non- binding mediation as authorized under the laws and rules of Florida; provided, however, that in the event of any dispute between the parties, the parties agree to first negotiate with each other for a resolution of the matter or matters in dispute and, upon failure of such negotiations to resolve the dispute, the parties shall resort to mediation. If mediation is unsuccessful, any such matter may be determined by litigation in the appropriate courts having venue and jurisdiction as provided in Section 5.05(a) above. Section5.06 Other Oblip-ations (a) Except as otherwise provided in this Agreement, the rights and remedies available to the parties in this Agreement, and, in particular but without limitation, the obligations imposed upon the Company and all of the rights and remedies available to the City under them, are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available to any or all of them which are otherwise imposed or available by laws or regulations or by other provisions of this Agreement, and the provisions of this paragraph will survive final payment and termination or completion of the Agreement. (b) The Company shall not assign or transfer this Agreement nor its rights, title or interests in it without the City's prior written approval as evidenced by a resolution duly adopted by the City Commission, which approval the City may withhold for any or no reason in its sole discretion. The obligations undertaken by the Company pursuant to the Agreement shall not be delegated or assigned to any other person or firm unless the City shall first consent in writing to the assignment or transfer of it. Any violation of the terms of this paragraph shall constitute a breach of Agreement by the Company and the City may, at its discretion, cancel the Agreement and all rights, title, and interest of the Company shall thereupon cease and terminate. Page - 10 - of 18 (c) The Company and its employees, volunteers, subcontractors, and agents shall be and remain independent contractors and not agents or employees of the City with respect to all of the acts and services performed by and under the terms of this Agreement. This Agreement shall not in any way be construed to create a partnership, association or any other kind of joint undertaking or venture between the parties to this Agreement. (d) The Company agrees that it shall be held fully responsible, except as otherwise prohibited by law, for all acts of its employees while in its employ. (e) Neither party, nor its employees, shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with that parry's performance of its obligations under this Agreement. (fl This Agreement may not be amended or modified except in writing, approved and executed by the parties with the same formalities and dignity as this Agreement. Section 5.07 Nondiscrimination and Equal 01212ortunity Employment During the performance of this Agreement, the Company agrees as follows: (a) The Company will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Company will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Company agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (b) The Company will, in all solicitations or advertisements for employees placed by or on behalf of the Company, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. (c) The Company will send to each labor union or representative of workers with which it has a collective bargaining agreement or other agreement or understanding, a notice to be provided advising the labor union or workers' representatives of the Company's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (d) The Company will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (e) The Company will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. Page- 11 - of 18 (f) In the event of the Company's noncompliance with the nondiscrimination clauses of this Agreement or with any of the rules, regulations, or orders specified herein, this Agreement may be canceled, terminated, or suspended in whole or in part and the Company may be declared ineligible for further government contracts or federally assisted contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (g) The Company will include the portion of the sentence immediately preceding paragraph (a) and the provisions of paragraphs (a) through (f) in every subcontract or purchase order related to the Project unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Company will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event that the Company becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Company may request the United States to enter into such litigation to protect the interests of the United States. Section5.08 Compliance with the Cot)eland "Anti -Kickback" Act (a) The Company shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this Agreement. (b) The Company shall insert in any contracts or subcontracts related to the Project the clause above and such other clauses as the City or the federal government (or any of its instrumentalities) may by appropriate instructions require, and also a clause requiring the Company's contractors and subcontractors (of each and every tier) to include these clauses in any lower- tier subcontracts. The Company shall be solely responsible for the compliance by any contractor, subcontractor, and lower- tier subcontractors with all of these Agreement clauses. (c) A breach of this Section 5.08 is grounds for termination of the Agreement pursuant to Section 5.14. Section5.09 Access to Records (a) The Company agrees to provide the City, the Comptroller General of the United States, and each of their respective authorized representatives access to any books, documents, papers, and records of the Company which are directly pertinent to this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions. (b) The Company agrees to permit each of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. Page -l2-of18 (c) The Company agrees to provide each of the foregoing parties access to work sites pertaining to the work being completed under this Agreement. Section 5.10 Compliance with Federal Law, Regulations, and Executive Orders (a) This is an acknowledgement that federal funding under the U.S. Department of Transportation's PIDP program or both will be used to fund the Agreement only. The Company will comply will all applicable federal law, regulations, executive orders, procedures, and directives. (b) The parties acknowledge and agree that this Agreement is intended to comply with all ofthe Legal Requirements applicable to the PIDP program, to the extent applicable to the Project and this Agreement, and it is further agreed that with respect to any Legal Requirements now or hereinafter in effect and affecting the validity or enforceability of this Agreement, all such Legal Requirements are made a part of this Agreement to the extent necessary to bring this Agreement into conformity with law, and, as so modified, this Agreement shall continue in full force and effect. Section 5.11 Obligation by Federal Government The federal government is not a party to this Agreement and is not subject to any obligations or liabilities to the City, the Company, or any other party pertaining to any matter resulting from the Agreement. Section 5.12 Grant Submittals The Company, at its sole cost and expense, is responsible for fully and promptly complying, and hereby agrees to fully and promptly comply, with any and all requests or directives made or given to the Company by the federal government, the City, or the Grant Administrator in the solicitation or administration of the Grant. This includes, without limitation, the obligation to complete and submit all necessary applications, forms, paperwork, documents, certifications, affidavits, and other instruments to be submitted in the Company's name that the federal government, the City, the Grant Administrator, or any other authority may require at any time and from time to time in connection with the Grant, the Project, or this Agreement. Notwithstanding the foregoing, the City will be responsible for any such documents that are required to be submitted in the City's name, and, at the City's request, the Company shall assist the City with the completion of such documents. Section 5.13 Reimbursable Expenses The Company is solely responsible for any and all costs and expenses incurred by the Company associated with the Grant, the Project, and this Agreement. In addition, the Company shall reimburse the City for all reasonable and documented costs and expenses incurred by the City (whether before or after the Effective Date of this Agreement) for the Grant -administration services rendered to the City by the Grant Administrator, at the rates set forth in the letter agreement between the City and the Grant Administrator dated June 14, 2021, as such rates may be adjusted from time to time with the prior consent of the parties. The Company agrees to Page - 13 - of 18 reimburse the City for all such costs and expenses no later than thirty (30) calendar days after the City's delivery of an invoice therefor. All sums owed to the City under this Agreement and not reimbursed by the Company when due will bear and accrue interest at a rate of ten percent (10%) per annum from the date due until the date such sums are fully and finally paid. The Company's reimbursement obligations in this Section 5.13 are in addition to the Company's separate obligation to reimburse the City for legal expenses incurred by the City in the preparation and negotiation of this Agreement, as memorialized in a separate agreement between the parties. This Section 5.13 shall survive any expiration or termination of this Agreement. Section 5.14 Default, Cure, and Remedies (a) If the Company breaches any term or condition of this Agreement or of the Grant Agreement on the part of the Company to be adhered to or performed, and such breach continues uncured for fifteen (15) calendar days after the City's delivery of a written notice of default to the Company or for such longer period as is stated in the City's default letter (such period, the "Default Notice Period"), then the City may, in its discretion, take any or all of the following actions against the Company: (i) terminate this Agreement; (ii) obtain specific performance, an injunction, or other equitable relief; (iii) record one or more liens against the Facility (or any other real property of the Company in the City's corporate limits) for an amount deemed sufficient, in the City's reasonable discretion, to cure any such breach that involves a failure to pay money owed under this Agreement (but not as a penalty); (iv) obtain any other remedy available to the City at law or in equity. (b) Notwithstanding the foregoing, if the Company's breach does not concern the failure to pay (or reimburse) the City any money owed under this Agreement and such breach is susceptible to cure but cannot reasonably be cured during the Default Notice Period, and the Company has promptly commenced and is making diligent and expeditious efforts during the Default Notice Period to cure such breach (substantiated to the City's reasonable satisfaction), but the Company is unable by reason of the nature of the breach to cure the same within the Default Notice Period, then the time period to complete such cure shall be reasonably extended for so long as the Company is making diligent and expeditious efforts to complete such cure, but in no event shall the total cure period, with all extensions, run longer than forty-five (45) calendar days from the date of the City's delivery of the initial notice of default to the Company regarding such breach. ARTICLE VI NOTICES Section 6.01 Notices Any notice required or permitted to be given under or in connection with this Agreement shall be in writing and shall be (1) hand -delivered by courier, with signed receipt; (2) mailed through the United States Postal Service, postage prepaid, first-class, with return receipt requested; (3) delivered by private, commercial carrier, such as Federal Express, with signature for delivery; or (4) sent by telegram, electronic facsimile transmission or other similar form of rapid transmission and confirmed by written notice sent by one of the first three methods described above at substantially the same time as such transmission. All such communications shall be delivered to the officer (or their successor) at the address set forth below, or to such other person and address as may be subsequently designated by such party in written notice to the other parties. Page - 14 - of 18 Notice shall be deemed given upon the earlier of actual receipt; one Working Day after sending by private, commercial carrier; or three Working Days after sending by United States Postal Service. To the City: Ana Garcia, City Manager CITY OF DANIA BEACH 100 West Dania Beach Boulevard Dania Beach, FL 33004 With a copy to: City Attorney 100 West Dania Beach Blvd. Dania Beach, FL 33004 To the Company: SEACOR ISLAND LINES LLC 1300 ELLER DRIVE FORT LAUDERDALE, FL 33316 Attn: President With a copy to: SEACOR ISLAND LINES LLC 2200 Eller Drive P.O. Box 13038 Fort Lauderdale, FL 33316 Attn: Legal Department ARTICLE VII MISCELLANEOUS Section7.01 Waiver of Certain Damages Except in an action for fraud, in no event shall either parry be liable for any special, punitive, exemplary, indirect or consequential damages of any kind, loss of contract or business opportunity, loss of profit or revenue or business interruption losses arising out of or in connection with this Agreement, whether such liability is based in contract, tort (including negligence), statute or otherwise. Section7.02 Captions The captions or headings in this Agreement are for convenience only and do not define or limit the scope or extent of this Agreement. Page - 15 - of 18 Section 7.03 Counterpart This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which when taken together shall be deemed one and the same Agreement. Section 7.04 Severability To the fullest extent possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provisions of this Agreement shall be deemed by final order of a court of competent jurisdiction to be prohibited or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement, but only so long as the fundamental terms and conditions of this Agreement remain legal and enforceable. Section 7.05 Scrutinized Companies The Company certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes (2020), and that it is not engaged in a boycott of Israel. The City may terminate this Agreement at the City's option if the Company is found to have submitted a false certification as provided under subsection (5) of Section 287.135, Florida Statutes (2020), as may be amended or revised, or has been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes (2020), as may be amended or revised, or is engaged in a boycott of Israel. Section 7.06 Verification of Emnlovment Elieibility The Company represents to the City that the Company has registered with and uses the E- Verify system maintained by the United States Department of Homeland Security to verify the work authorization status of all newly hired employees in compliance with the requirements of Section 448.095, Florida Statutes, and that entry into this Agreement will not violate that statute. If the Company violates this section, the City may immediately terminate this Agreement for cause and the Company shall be liable for all costs incurred by the City due to the termination. Section 7.07 Public Records (a) The Company agrees to keep and maintain public records in the Company's possession or control in connection with the Company's performance under this Agreement. The Company additionally agrees to comply specifically with the provisions of Section 119.0701, Florida Statutes. The Company shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the Agreement, and following completion of the Agreement until the records are transferred to the City, if applicable. (b) Upon request from the City's custodian of public records, the Company shall provide the City with a copy of the requested records or allow the records to be inspected or copied Page - 16 - of 18 within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. (c) Upon completion of this Agreement or in the event of termination by either party, any and all public records relating to the Agreement in the possession of the Company shall be delivered by the Company to the City Manager, at no cost to the City, within seven (7) days of such termination. All such records stored electronically by the Company shall be delivered to the City in a format that is compatible with the City's information technology systems. Section 119.0701(2)(a). Florida Statutes IF THE COMPANY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE COMPANY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Custodian of Records: THOMAS SCHNEIDER, CITY CLERK Mailing Address: 100 W. Dania Beach Boulevard Dania Beach, Florida 33004 Telephone number: 954-924-9800, Ext. 3623 Email: tschneider&daniabeachfl.gov Section 7.08 Termination for Convenience The parties acknowledge and agree that (i) this Agreement is being entered into without knowledge of the specific terms, conditions, and requirements that the federal government may include in the Grant Agreement, (ii) the Company will be allowed a reasonable opportunity to participate in the negotiation of the Grant Agreement if so allowed by the federal government, and (iii) the City will not execute the Grant Agreement until the federal government, the City, and the Company agree in writing (which can be by e-mail) to the Grant Agreement's final, negotiated form. Accordingly, each party has the right to terminate this Agreement for convenience if, after reviewing the final, negotiated draft of the Grant Agreement, it determines that the terms, conditions, or requirements of the Grant Agreement are unduly onerous, commercially unreasonable, or otherwise unacceptable in such party's reasonable discretion. A party's election to terminate this Agreement pursuant to this Section 7.08 must be made by written notice to the other party sent no later than ten (10) days after the terminating party first receives the final, negotiated draft of the Grant Agreement. Notwithstanding anything to the contrary, if the Company elects to terminate this Agreement pursuant to this Section 7.08, the Company will remain responsible for all reimbursable expenses owed to the City through termination. [Signatures follow] Page - 17 - of 18 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. WITNESSES: SEACOR ISLAND LINES LLC, a Delaware limited liability company Printed Name: Printed Name: STATE OF ) SS COUNTY OF I0 Name: Title: The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of 2022, by as of SEACOR ISLAND LINES LLC, a Delaware limited liability company, on behalf of the Company. He/She is personally known to me or has produced_ as identification. Notary Seal Print Name: Notary Public, State of THOMAS SCHNEIDER, CMC CITY CLERK APPROVED AS TO LEGAL FORM AND CORRECTNESS; EVE A. BOUTSIS, CITY ATTORNEY STATE OF FLORIDA ) SS COUNTY OF BROWARD ) CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation TAMARA JAMES, MAYOR ANA M. GARCIA, ICMA-CM CITY MANAGER The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of 2022, by Tamara James, as Mayor of the CITY OF DANIA BEACH, FLORIDA, a Florida municipal corporation, on behalf of the City. She is personally known to me or has produced as identification. Notary Seal Print Name: Notary Public, State of AND GOVERNMENT SERVICES GROUP, INC. We Serve Governments.Com April 19, 2022 Via Electronic Transmission Candido Sosa-Cruz Assistant City Manager City of Dania Beach 100 W. Dania Beach Blvd. Dania Beach, FL 33004 Re: U.S. DOT RAISE and/or PIDP Technical Assistance and Grants Management Services Dear Candido, Government Services Group ("GSG) is pleased to provide this letter that serves as our proposal to assist the City of Dania Beach (the "City") in providing Technical Assistance and Grant Management Services for its proposed U.S. Department of Transportation RAISE and/or PIDP grant. Since 1996, GSG has proudly provided professional services for over 160 Florida municipalities. Our Grant Management and Compliance Team have over 50 combined years of experience providing similar services to those requested by the City for numerous state and local government clients. As part of the GSG Team, we have included Torrey Enterprises, LLC, a woman owned small business offering expertise and over twenty years of experience in the maritime and transportation sectors. Torrey Enterprises provides short and long-term solutions for special project challenges, Federal, state, local grant funding and management solutions, and government entity interface to for profit and nonprofit corporations. Key Team Member Listed below are the key team members for this project. Other staff may be assigned as needed. Scope of Services The GSG Team is proposing to assist the City as it relates to the City's oversight, management, and monitoring of the RAISE and/or PIDP grant. Under this contract, our Team will provide all activities associated with the management of the RAISE and/or PIDP grant, including: • Federal reporting, • submission of reimbursement requests, • oversight of vendor procurement as per Federal grant guidelines, • guidance during the contract negotiation period between the City of Dania Beach and the Federal government, and • grant management activities named in the grant contract between the City of Dania Beach and the Federal government as required by U.S. DOT. linut City of Dania Beach, Florida GOVERNMENT SERVICES GROUP, INC. April 19, 2022 Page 2 Fees and Invoicing The Team's activities will be charged by the hour, at a discounted rate of $150 per hour, billed every half hour. GSG will invoice the City monthly based on the actual hours and expenses incurred by the GSG from the prior month. Invoices are due upon receipt. GSG proposes a not -to -exceed fee of 5% of the total RAISE and/or PIDP grant award amount or actual incurred cost, whichever is less. For estimating purposes, the fee for this project is estimated not to exceed $300,000 without written authorization by the City. All expenses associated with these activities will be billed to the City, including travel to the City of Dania Beach and the United States Maritime Administration in Washington, D.C. Additional services are available to the City based on are based on GSG's hourly rates noted below: Project Timeline GSG proposes a project timeline of 18-months from the notice to proceed. The contract may be extended by mutual agreement of GSG and the City. ************ We are very excited about the opportunity to work with the City on this important initiative. Should you have any questions or concerns, please do not hesitate to contact me at (850) 681-3717 or daahosky@govserv.com. Since avid . Jahos y BY: TITLE: ********************* CITY OF DANIA BEACH, FLORIDA ACCEPTED AND AGREED: DATE: