CN-370000-GC121-A1.pdf

Contract No. GC121 Amendment No. 1

Rev. 10/10/19

AMENDMENT NO. 1

TO CONTRACT NO. GC121

BETWEEN

FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION

AND

WSP USA INC.

This Amendment to Contract No. GC121, (Contract) is made by and between the Department of Environmental Protection (Department), an agency of the State of Florida, and WSP USA Inc., One Penn Plaza, New York, New York 10119 (Contractor), on the date last signed below.

WHEREAS, the Department entered into the Contract with the firm of Ecology and Environment, Inc. to provide staff augmentation services for site management for the Petroleum Restoration Program (PRP) effective June 4, 2020;

and

WHEREAS as the result of a merger, effective September 1, 2020, the firm of Ecology and Environment, Inc., ceases to exist; and

WHEREAS, pursuant to the Certificate of Merger (Exhibit 1), WSP USA Inc., is the surviving corporation and is assuming all contractual responsibilities; and

Whereas, Department has no objection to WSP USA Inc., providing the goods and services previously awarded to Ecology and Environment, Inc. under the Contract for the remainder of the contract term; and

WHEREAS, the Contract needs to be revised to reflect the new Contractor name and FEID number; and

WHEREAS, the parties wish to amend the Contract as set forth herein.

NOW THEREFORE, the parties agree as follows:

1. The name of the Contractor for DEP Contract No. GC121 is hereby changed to WSP USA Inc., and WSP USA Inc., shall have all the rights, duties, liabilities and responsibilities, past, present, and future of Ecology and Environment, Inc., under the Contract.

2. The Contractor’s FEID No. is hereby changed to 11-1531569.

3. The following provision is hereby added to Attachment 1 – Standard Terms and Conditions for Competitively Procured Contracts as a new paragraph 41:

Dispute Resolution. Any dispute concerning performance of the Contract shall be decided as follows:

A. All claims or disputes (Claims) must be presented to the Department in writing within thirty (30) days of the date such Claim arises (Notice of Dispute). The Notice of Dispute shall set out in detail all aspects of the disputed matters to be resolved, including the specific relief sought by the Contractor. Claims not presented by Notice of Dispute to Contract Manager shall be deemed waived by the Contractor.

B. The parties shall make a good faith attempt to resolve Claims which may arise from time to time by informal conference within ten (10) days of the Notice of Dispute.

C. Within ten (10) days of the informal conference, the Department shall provide Contractor a detailed written response to the Claim. A formal conference of the parties shall be convened no later than thirty (30) days following the Department’s response to the Notice of Dispute, unless the parties mutually agree in writing to a longer period of time within which to schedule a formal conference.

Contract No. GC121 Amendment No. 1

Rev. 10/10/19

1) All persons necessary to resolution of the claim or disputed matter shall attend the formal conference.

2) Minutes of the formal conference shall be taken, recorded, transcribed, and signed by the Department and the Contractor. Any terms of settlement and/or resolution reached shall be signed by all persons authorized to resolve the Claim.

D. Either party may request mediation of unresolved Claims, with the party seeking mediation to bear the expense of mediation.

E. Any Claim not resolved at formal conference or mediation, may be the subject of a complaint filed in a court of competent jurisdiction in Leon County, Florida.

4. All other terms and conditions of the Contract remain in effect. If and to the extent that any inconsistency may appear between the Contract and this Amendment, the provisions of this Amendment shall control.

The parties agree to the terms and conditions of this Amendment and have duly authorized their respective representatives to sign it on the dates indicated below.

WSP USA Inc. Florida Department of Environmental Protection

By: ______________________________ Title:

By: __________________________ Secretary or Designee

Date: ____________________________ Date: _________________________

List of attachments/exhibits included as part of this Contract:

Specify Type / Letter Description

Exhibit 1 Certificate of Merger (4 pages)

- REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -

2/2/2021

Florida District Environmental Business Line Lead

02/04/2021

Exhibit 1, Certificate of Merger