CN-370000-GC908-A2.pdf

Contract No. GC908 Page 1 of 3 Amendment No. 2 Rev. 09/23/2024

AMENDMENT NO. 2

TO CONTRACT NO. GC908

BETWEEN

FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION

AND

GHD SERVICES INC.

This Amendment to Contract No. GC906, as previously amended, (Contract) is made by and between the Department of Environmental Protection (Department), an agency of the State of Florida, and GHD Services Inc., 5904 Hampton Oaks Parkway, Suite F, Tampa FL 33610 (Contractor), on the date last signed below.

WHEREAS, the Department entered into the Contract with the Contractor for environmental forensics site investigation and other technical support services, verification assessment, baseline data collection, special case studies, statistics and date evaluation, tank abandonment, and/or tank removal services effective March 10, 2017; and

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

NOW, THEREFORE, the Contract is hereby amended as follows:

1. Paragraph 7.C, Payment Method, is hereby deleted and replaced with the following:

7. PAYMENT METHOD.

C. Review for approval of deliverables, invoices and change orders may be delegated to a Department Task/Site Manager for specific Task Assignments and Purchase Orders. Review for approval of the final deliverable(s) will be completed within thirty (30) days of receipt of the final deliverable and forms. However, the Department reserves the right to specify a higher number of days for specific Work Assignments. Contractor’s request for payment of retainage will be included on the final invoice for each Work Assignment. Contractor will submit the final invoice for each Work Assignment within 30 days after approval of the final deliverable(s).

2. Paragraph 11.A, Prompt Payment, is hereby deleted and replaced with the following:

11. PROMPT PAYMENT.

A. The Department shall have five (5) business days, unless a greater period is specified herein, to inspect and approve an invoice. Department shall submit a request for payment to DFS within twenty (20) business days; and DFS shall issue a warrant within ten (10) business days thereafter.

Days are calculated from the latter of the date the invoice is received or services received, inspected, and approved. Invoice payment requirements do not start until a proper and correct invoice has been received. Invoices which have to be returned to the Contractor for correction(s) will result in an uncompensated delay in payment. A Vendor Ombudsman has been established within DFS who may be contacted if a Contractor is experiencing problems in obtaining timely

Contract No. GC908 Page 2 of 3 Amendment No. 2 payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 413-5516, per Section 215.422, F.S.

3. Paragraph 47 of the Contract is hereby amended to read as follows:

ORDER OF PRECEDENCE. In the event of a conflict between any of the components of this Contract, the order of precedence for resolving such conflict shall be as follows (with 1. Being at the highest precedence):

1. Exhibit C, Special Terms and Conditions;

2. Exhibit B, Standard Terms and Conditions for Competitively Procured Contracts;

3. Other attachments, exhibits or forms incorporated or replaced via this Amendment;

4. Contract;

5. Solicitation, including all attachments, addenda, and questions and answers (if applicable); and

6. Contractor’s Response to the Solicitation (if applicable).

4. Attachment C-1, Revised Task Assignment Form, is hereby incorporated into the Agreement. All references in the Agreement to Attachment C shall hereinafter refer to Attachment C, Task Assignment Form, or Attachment C-1, Revised Task Assignment Form. Depending on the type of work requested, the Department may use either Attachment C, Task Assignment Form, or Attachment C-1, Revised Task Assignment Form

5. Attachment D-1, Revised Task Assignment Change Order From, is hereby incorporated into the

Agreement. All references in the Agreement to Attachment D shall hereinafter refer to Attachment D, Task Assignment Change Order Form, or Attachment D-1, Revised Task Assignment Change Order Form. Depending on the type of work requested, the Department may use either Attachment D, Task Assignment Change Order Form, or Attachment D-1, Revised Task Assignment Change Order Form.

6. Attachment F, Contract Affidavit/Release of Claim Form is hereby deleted in its entirety and replaced with Attachment F-1, Contractor Certification/Release of Claims Form, as attached to this Amendment, and hereby incorporated into the Agreement. All references in the Agreement to Attachment F shall hereinafter refer to Attachment F-1, Contractor Certification/Release of Claims Form.

7. Attachment G, Subcontractor Utilization Report Form is hereby deleted in its entirety and replaced with Attachment G-1, Revised Subcontractor Utilization Report Form, as attached to this Amendment, and hereby incorporated into the Agreement. All references in the Agreement to Attachment G shall hereinafter refer to Attachment G-1, Revised Subcontractor Utilization Report Form.

8. Exhibit A, Public Records Requirements is hereby deleted in its entirety and replaced with Exhibit A-

1, Public Records Requirements, as attached to this Amendment, and hereby incorporated into the Agreement. All references in the Agreement to Exhibit A shall hereinafter refer to Exhibit A-1, Public Records Requirements

9. Exhibit B, Standard Terms and Conditions for Competitively Procured Contracts is hereby incorporated into the Agreement. All references to Attachment 1 shall refer to Exhibit B, Standard Terms and Conditions.

Contract No. GC908 Page 3 of 3 Amendment No. 2

10. Exhibit C, Special Terms and Conditions is hereby incorporated into the Agreement. All references to Attachment 2 shall refer to Exhibit C, Special Terms and Conditions.

11. All references to Attachment 3, Scope of Work, shall refer to Attachment A, Scope of Work.

12. Exhibit D, Forced Labor Attestation Form, is hereby incorporated into the Agreement.

13. 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.

GHD Services Inc. Florida Department of Environmental Protection

By: ________________________________ By: _____________________________________

Title: Secretary or Designee

Date: ______________________________ Date: ___________________________________

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

Specify Type /

Letter Description

Attachment C-1 Revised Task Assignment Form Attachment D-1 Revised Task Assignment Change Order Form Attachment F-1 Contractor Certification/Release of Claims Form Attachment G-1 Revised Subcontractor Utilization Report Form Exhibit A-1 Public Records Requirements Exhibit B Standard Terms and Conditions for Competitively Procured Contracts Exhibit C Special Terms and Conditions Exhibit D Forced Labor Attestation Form

- REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -

Brian Moore Digitally signed by Brian Moore Date: 2024.11.05 10:49:57 -05'00'

Jessica Kramer

Digitally signed by Jessica Kramer Date: 2024.11.18 13:27:20 -05'00'

Principal Engineer/CM

11/5/24 11/18/24

Funding Information:

STATE OF FLORIDA

DEPARTMENT OF ENVIRONMENTAL PROTECTION

Task Assignment

State of Florida Department of Environmental Protection

(If different from TA Number)

(Extended Price)

IN WITNESS WHEREOF, this TA shall be effective on the last date signed below.

State of Florida Department of Environmental Protection

CONTRACTOR Department Name:

Title:

Authorized Signature) Authorized Signature) Date:

$ 0.00

Funding Information:

Org. Code E.O . Object Code Budget Entity Appropriation

Category Grant # Project # Year Amount

Additional Funding Information attached on separate page.

Rev.

STATE OF FLORIDA

DEPARTMENT OF ENVIRONMENTAL PROTECTION

Task Assignment Change Order This Change Order is entered into between the Parties named below and amends the Task Assignment (TA) and any previous TA Change Orders (TACO) as follows:

1. TA Number: TACO Number: Contract Number:

TACO Description:

2. Parties State of Florida Department of Environmental Protection (Department) Department’s Project Manager: Department’s Project Manager Phone:

( ) Name:

Project Manager: Project Manager Phone:

3. Project Number:

(If different from TA Number) Project Name:

4. There are no changes to the TA compensation.

The compensation of the TA is changed to the amounts indicated below:

Amended Price Price Prior to TACO Fixed Price:

Fixed Unit Rate: (Extended Price)

Cost Reimbursement:

Total TA Value:

There are no changes to the TA Date.

The TA Date is changed from ______________ to ______________ (a total of ______ days).

There are no changes to the Attachments.

Attachment ___ is replaced with Attachment ____.

7. No Additional Changes.

Additional Changes:

8. All other terms and conditions of the TA remain in effect. If and to the extent that any inconsistencies may appear between the TA and this TACO, the provisions of this TACO shall control.

IN WITNESS WHEREOF, this TACO shall be effective on the last date signed below.

State of Florida Department of Environmental Protection

CONTRACTOR Department Name:

Title: Secretary or Designee

(Authorized Signature) (Authorized Signature) Date:

Additional signatures attached on separate page.

$ 0.00

ATTACHMENT F-1

Rev. 4/15/2024

STATE OF FLORIDA

DEPARTMENT OF ENVIRONMENTAL PROTECTION

Contractor Certification / Release of Claims Form

This certification must be completed and signed by the Contractor when requesting final payment for a Florida Department of Environmental Protection (Department) authorized Task Assignment. Final payment for a Task Assignment will not be released until this form is accepted by the Department.

The undersigned certifies as follows:

1. I, am the of (name of person appearing) (title of person appearing) with the authority to (name of Contractor) make this statement on its behalf;

2. (”the Contractor”) entered into an (name of company or person)

Agreement with the Department to perform certain work under Task Assignment No. .

3. Contractor has completed the work in accordance with the aforementioned Task Assignment, including all attachments thereto.

4. All subcontractors have been paid in full.

5. Upon receipt by Contractor from Department of final payment under the aforementioned Task Assignment, Contractor releases Department from any and all claims of Contractor and any of its subcontractors and vendors that may arise under, or by virtue of, the Task Assignment, except those claims that may be specifically exempt and set forth under the terms of this Contract. Exemptions claimed must be attached to this affidavit and reference the Task Assignment number. Any exemptions not attached are waived.

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Rev. 4/8/2024

STATE OF FLORIDA

DEPARTMENT OF ENVIRONMENTAL PROTECTION

Public Records Requirements

1. Public Records Access Requirements.

a. If the Contract exceeds $35,000.00, and if the Contractor is acting on behalf of the Department in its performance of services under the Contract, the Contractor must allow public access to all documents, papers, letters, or other material, regardless of the physical form, characteristics, or means of transmission, made or received by the Contractor in conjunction with the Contract (Public Records), unless the Public Records are exempt from section 24(a) of Article I of the Florida Constitution and section 119.07(1), F.S.

b. The Department may unilaterally terminate the Contract if the Contractor refuses to allow public access to Public Records as required by law.

2. Additional Public Records Duties of Section 119.0701, F.S., If Applicable.

If the Contractor is a “contractor” as defined in section 119.0701(1)(a), F.S., the Contractor shall:

a. Keep and maintain Public Records required by the Department to perform the service.

b. Upon request, provide the Department with a copy of requested Public Records or allow the Public Records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law.

c. A Contractor who fails to provide the Public Records to the Department within a reasonable time may be subject to penalties under section 119.10, F.S.

d. 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 Contract term and following completion of the Contract if the Contractor does not transfer the Public Records to the Department.

e. Upon completion of the Contract, transfer, at no cost, to the Department all Public Records in possession of the Contractor or keep and maintain Public Records required by the Department to perform the service. If the Contractor transfers all Public Records to the Department upon completion of the Contract, the Contractor shall destroy any duplicate Public Records that are exempt or confidential and exempt from Public Records disclosure requirements. If the Contractor keeps and maintains Public Records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining Public Records. All Public Records stored electronically must be provided to the Department, upon request from the Department’s custodian of Public Records, in a format specified by the Department as compatible with the information technology systems of the Department.

These formatting requirements are satisfied by using the data formats as authorized in the Contract or Microsoft Word, Outlook, Adobe, or Excel, and any software formats the Contractor is authorized to access.

f. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, F.S., TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC

RECORDS RELATING TO THE CONTRACT, CONTACT THE DEPARTMENT’S

CUSTODIAN OF PUBLIC RECORDS AT:

Telephone: (850) 245-2118 Email: Public.Services@FloridaDEP.gov Mailing Address: Department of Environmental Protection

ATTN: Office of Ombudsman and Public Services Public Records Request 3900 Commonwealth Boulevard, MS 49 Tallahassee, Florida 32399

Rev. 10/7/2024

STATE OF FLORIDA

DEPARTMENT OF ENVIRONMENTAL PROTECTION

Standard Terms and Conditions for Competitively Procured Contracts

1. Entire Agreement.

This Contract, including any Attachments and Exhibits referred to herein and/or attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to such subject matter. The requirements contained within section 287.058(1), F.S. are hereby incorporated by reference where applicable, unless superseded by provisions within the agreement.

Any terms and conditions included on Contractor’s forms or invoices with respect to the subject matter of this Contract shall be null and void.

2. Contract Administration.

a. Order of Precedence. If there are conflicting provisions among the documents that make up the Contract, the order of precedence for interpretation of the Contract is as follows:

i. Standard Contract

ii. Attachments other than Attachment 1, in numerical order as designated in the Standard Contract

iii. Attachment 1, Standard Terms and Conditions

iv. The Exhibits in the order designated in the Standard Contract

b. All approvals, written or verbal, and other written communication between the parties, including all notices, shall be obtained by or sent to the parties’ Contract Managers. All written communication shall be by electronic mail, U.S. Mail, a courier delivery service, or delivered in person. Notices shall be considered delivered when reflected by an electronic mail read receipt, a courier service delivery receipt, other mail service delivery receipt, or when receipt is acknowledged by recipient. If the notice is delivered in multiple ways, the notice will be considered delivered at the earliest delivery time.

c. If a different Contract Manager is designated by either party after execution of this Contract, notice of the name and contact information of the new Contract Manager will be submitted in writing to the other party and maintained in the respective parties’ records. A change of Contract Manager does not require a formal amendment or change order to the Contract.

d. This Contract may be amended only by a written agreement between both parties. Amendments shall be based on availability of funding. A change order may be used when there is

(1) a change in the subcontractor or approval of subcontractors;

(2) changes in deliverables due dates that do not change the overall Contract term or increase in the deliverable price or Contract amount; or

(3) changes in the price of an individual deliverable in cost reimbursement Contract when the overall Contract amount does not change.

All other changes shall be done through a formal amendment.

e. There is no minimum amount of work guaranteed as a result of this Contract. Any and all work assigned will be at the sole discretion of the Florida Department of Environmental Protection (“Department”).

f. The Department reserves the right to suspend or terminate any portion of this Contract or any other contract with the Department, if the Department and Contractor (or any of its affiliates or authorized subcontractors) are adverse in any litigation, administrative proceeding, or alternative dispute resolution. The suspension may last until such adverse relationship is resolved either by agreement or by final non-appealable order of a court.

g. All days in this Contract are calendar days unless otherwise specified.

3. Contract Duration.

a. Term. The term of the Contract shall begin and end on the dates indicated in the Standard Contract, unless extended or terminated earlier in accordance with the applicable terms and conditions.

b. Renewals. Any renewals provided under the Contract must meet the requirements of Section 287.058(1)(g), Florida Statute (F.S.), which is incorporated herein by reference. If the Standard Contract indicates renewals are available, the Contract may be renewed for those timeframe(s). All renewals are contingent upon satisfactory performance by Contractor. Renewals may be for the entire period or in increments.

4. Deliverables.

The Contractor agrees to render the services or otherwise provide deliverables as set forth in Attachment 3, Scope of Work and as otherwise set forth in this Contract. The services and/or deliverables shall be delivered in accordance with the schedule and at the pricing outlined in the Contract. Deliverables may be comprised of activities that must be completed prior to the Department making payment on that deliverable.

5. Performance Measures.

The Contractor warrants that: (1) the services will be performed by qualified personnel; (2) the services will be of the kind and quality described in the Scope of Work; (3) Any and all such equipment, products or materials necessary to perform these services, or requirements shall be supplied by the Contractor; (4) the services will be performed in a professional and workmanlike manner in accordance with industry standards and practices; (5) the services shall not infringe upon the intellectual property rights, or any other proprietary rights, of any third party;

and (6) its employees, subcontractors, and/or subgrantees shall comply with any security and safety requirements and processes for work done at the Department or other location(s). The Department reserves the right to investigate or inspect at any time to determine whether the services or qualifications offered by the Contractor meet the Contract requirements. Notwithstanding any provisions herein to the contrary, written acceptance of a particular deliverable does not foreclose the Department’s remedies in the event deficiencies in the deliverable cannot be readily measured at the time of delivery.

6. Department’s Oversight Team.

Pursuant to section 287.057, F.S., Contractors for services of $5 million or greater must meet with the Department’s oversight team within thirty (30) days of formation of the team and meet with the oversight team at least once quarterly to respond to questions or requests for information from the oversight team.

Contractors for services of $10 million or greater must meet with the Department’s oversight team within thirty (30) days of formation of the team and meet with the oversight team at least once monthly to respond to questions or requests for information from the oversight team.

The continuing oversight team may submit written questions to the Contractor concerning any items discussed during a continuing oversight team meeting. The contractor must respond to the oversight team’s questions within 10 business days after receiving the written questions. The questions and responses will be included in the contract file.

7. Acceptance of Deliverables.

a. Acceptance Process. All deliverables must be received and accepted in writing by the Department’s Contract

Manager before payment. If the Department’s Contract Manager does not accept the deliverables within 30 days of receipt, they will be deemed rejected.

b. Rejection of Deliverables. The Department reserves the right to reject deliverables, as outlined in the Scope of Work, as incomplete, inadequate, or unacceptable due, in whole or in part, to the Contractor’s lack of satisfactory performance under the terms of this Contract. Failure to fulfill the applicable technical requirements or complete all tasks or activities in accordance with the Scope of Work will result in rejection of the deliverable and the associated invoice. Payment for the rejected deliverable will not be issued unless the rejected deliverable is made acceptable to the Department in accordance with the Contract requirements. The Department, at its option, may allow additional time within which the Contractor may remedy the objections noted by the Department. The Contractor shall work diligently to correct all deficiencies in the deliverable that remain outstanding, within a reasonable timeframe. The Contractor’s efforts to correct the rejected deliverables will be at the Contractor’s sole expense. The Contractor’s failure to make adequate or acceptable deliverables after a reasonable opportunity to do so shall constitute an event of default.

8. Financial Consequences for Nonperformance.

a. Withholding Payment. In addition to the specific consequences explained in the Scope of Work and/or Special

Terms and Conditions, the State of Florida (State) reserves the right to withhold payment when the Contractor has failed to perform/comply with provisions of this Contract. None of the financial consequences for nonperformance in this Contract, as more fully described in the Scope of Work, shall be considered penalties.

b. Invoice Reduction.

If Contractor does not meet a deadline for any deliverable, the Department will reduce the invoice amount by 1% for each day the deadline is missed, unless an extension is approved in writing by the Department.

c. Corrective Action Plan. If the Contractor fails to correct all the deficiencies in a rejected deliverable within the specified timeframe, the Department may, in its sole discretion, request that a proposed Corrective Action Plan (CAP) be submitted by the Contractor to the Department. The Department request that the Contractor specify the outstanding deficiencies in the CAP. All CAPs must be able to be implemented and performed in no more than sixty (60) calendar days.

i. The Contractor shall submit a CAP within ten (10) calendar days of the date of the written request from the Department. The CAP shall be sent to the Contract Manager for review and approval.

Within ten (10) calendar days of receipt of a CAP, the Department shall notify the Contractor in writing whether the proposed CAP has been accepted. If the CAP is not accepted, the Contractor shall have ten (10) calendar days from receipt of the Department letter rejecting the proposal to submit a revised proposed CAP. Failure to obtain the Department approval of a CAP as specified above may result in the Department’s termination of this Contract for cause as authorized in this Contract.

ii. Upon the Department’s notice of acceptance of a proposed CAP, the Contractor shall have ten (10) calendar days to commence implementation of the accepted plan. Acceptance of the proposed CAP by the Department does not relieve the Contractor of any of its obligations under the Contract. In the event the CAP fails to correct or eliminate performance deficiencies by Contractor, the Department shall retain the right to require additional or further remedial steps, or to terminate this Contract for failure to perform. No actions approved by the Department or steps taken by the Contractor shall preclude the Department from subsequently asserting any deficiencies in performance. The Contractor shall continue to implement the CAP until all deficiencies are corrected. Reports on the progress of the CAP will be made to the Department as requested by the Department’s Contract Manager.

iii. Failure to respond to a Department request for a CAP or failure to correct a deficiency in the performance of the Contract as specified by the Department may result in termination of the Contract.

9. Payment.

a. Payment Process. Subject to the terms and conditions established by the Contract, the pricing per deliverable, and the billing procedures established by the Department, the Department agrees to pay the Contractor for services rendered in accordance with section 215.422, F.S. Contractor shall submit invoices to the Department within thirty (30) days after the date of the Department’s written acceptance of each interim deliverable or the final deliverable specified in the Scope of Work. Invoices and the appropriate documentation shall be submitted via email to the Department’s Contract Manager. Contractor’s failure to submit invoices within this timeframe may result in forfeiture of retainage suspension or termination of remaining work, or the Contractor’s forfeiture of any unpaid balance for such deliverables.

b. Vendor Rights. A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for Contractors who may be experiencing Problems in obtaining timely payment(s) from state agencies. The vendor Ombudsman may be reached at (850) 413-5516.

c. Taxes. The Department is exempted from payment of State sales and use taxes and Federal excise taxes. The Contractor, however, shall not be exempted from paying any taxes that it is subject to, including State sales and use taxes, or for payment by the Contractor to suppliers for taxes on materials used to fulfill its contractual obligations with the Department. The Contractor shall not use the Department's exemption number in securing such materials. The Contractor shall be responsible and liable for the payment of all its FICA/Social Security and other taxes resulting from this Contract.

d. Invoice Detail. All charges for services rendered or for reimbursement of expenses authorized by the Department pursuant to the Scope of Work shall be submitted to the Department in sufficient detail for a proper pre-audit and post-audit to be performed. The Contractor shall only invoice the Department for deliverables that are completed in accordance with the Scope of Work.

e. State Funds. Pursuant to section 216.1366, F.S., if Contractor meets the definition of a non-profit organization under section 215.97(2)(m), F.S., Contractor must provide the Department with documentation that indicates the amount of state funds:

i. Allocated to be used during the full term of the contract for remuneration to any member of the board of directors or an officer of Contractor.

ii. Allocated under each payment by the public agency to be used for remuneration of any member of the board of directors or an officer of the Contractor.

The documentation must indicate the amounts and recipients of the remuneration. Such information will be posted on the State’s the contract tracking system and maintained pursuant to section 215.985, F.S., and must be posted on the Contractor’s website, if Contractor maintains a website.

f. Multiple Payment Request. Contractor’s submitted invoice shall represent a full account of the work done during each invoice period, and include all fees and costs claimed for work done during that period.

Department’s payment of an invoice shall constitute full payment and a final settlement of all of Contractor’s claims for services provided during the invoice period. No subsequently asserted claims or invoices for services performed during a previously invoiced period will be payable by the Department.

g. Interim Payments. Interim payments may be made by the Department, at its discretion, if the completion of deliverables to date have first been accepted in writing by the Department's Contract Manager.

h. Final Payment Request. A final payment request should be submitted to the Department no later than sixty (60) calendar days following the completion date of the Contract to ensure the availability of funds for payment.

However, all work performed pursuant to the Scope of Work must be performed on or before the completion date of the Contract.

i. Annual Appropriation Contingency. The State’s performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature. Authorization for continuation and completion of work and any associated payments may be rescinded, with proper notice, at the discretion of the Department if the Legislature reduces or eliminates appropriations.

j. Interest Rates. All interest rates charged under the Contract shall be calculated on the prevailing rate used by the State Board of Administration. Interest payments of less than $1 will not be issued unless Contractor requests such payment. To obtain the applicable interest rate, please refer to:

http://www.myfloridacfo.com/Division/AA/Vendors/default.htm.

k. Limitation on Payment. Contractor shall not be compensated for services performed prior to execution of this Contract, for services performed following its expiration, termination, or suspension, nor for services that exceed the funding amount specified herein or in any amendment to this Contract. It is the Contractor’s responsibility to know when the authorized compensation amount of the Contract will be reached. Contractor shall not perform, nor be compensated for, any services beyond the services described in the Scope of Work.

10. Documentation Required for Cost Reimbursement Contracts.

If Cost Reimbursement is authorized in the Standard Contract, the following conditions apply. To be eligible for reimbursement, costs and supporting documentation must be in compliance with laws, rules, and regulations governing agreements for services, including, but not limited to, the Reference Guide for State Expenditures, which can be accessed at the following web address: https://www.myfloridacfo.com/docs-sf/accounting-and-auditing-libraries/state-agencies/reference-guide-for-state-expenditures.pdf. Invoices for cost reimbursement shall be supported by an itemized listing of expenditures by category (salary, travel expenses, etc.). Supporting documentation must indicate that the item was paid and indicate the date of service.

11. Retainage.

The following provisions apply if the Department withholds retainage under this Contract:

a. The Department reserves the right to establish the amount and application of retainage on the work performed under this Contract up to the maximum percentage described in Attachment 2, Special Terms and Conditions.

Retainage may be withheld from each payment to Contractor, pending satisfactory completion of work and approval of all deliverables.

b. The Department reserves the right to withhold payment of retainage for Contractor’s failure to respond to or correct identified deficiencies within the timeframe stipulated in the Scope of Work. The Department shall provide written notification to Contractor of identified deficiencies and the Department’s intent to withhold retainage. Contractor’s failure to rectify the identified deficiency within the timeframe stated in the Department’s notice will result in forfeiture of retainage by Contractor.

c. If Contractor fails to perform the requested work or fails to perform the work in a satisfactory manner, Contractor shall forfeit its right to payment for the work and the retainage called for under the entire Scope of Work. Failure to perform includes, but is not limited to, failure to submit the required deliverables or failure to provide adequate documentation that the work was actually performed.

d. No retainage shall be released or paid for incomplete work while this Contract is suspended.

e. Except as otherwise provided above, Contractor shall be paid the retainage associated with the work, provided

Contractor has completed the work and submits an invoice for retainage held in accordance with the invoicing procedures under this Contract.

12. Insurance.

a. Proof of Insurance. Upon execution of this Contract, the Contractor shall provide the Department documentation demonstrating the existence and amount for each type of applicable insurance coverage prior to performance of any work under this Contract. Upon receipt of written request from the Department, the Contractor shall furnish the Department with proof of applicable insurance coverage by standard form certificates of insurance, a self-insured authorization, or other certification of self-insurance.

b. Deductibles. The Department shall be exempt from, and in no way liable for, any sums of money representing a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Contractor providing such insurance.

c. Duty to Maintain Coverage. In the event that any applicable coverage is cancelled by the insurer for any reason, or if Contractor cannot get adequate coverage, the Contractor shall immediately notify the Department of such cancellation and shall obtain adequate replacement coverage conforming to the requirements herein and provide proof of such replacement coverage within ten (10) days after the cancellation of coverage.

d. Insurance Requirements for Sub-Contractors. Department shall not be liable to any subcontractor for any expenses or liabilities incurred under any subcontract, regardless of whether the Department has approved such subcontract or subcontractor. Any subcontracts made under or in performance of this Contract must include the same conditions specified in this Contract, and shall include a release of any rights, claims or liabilities against the Department. The level of insurance to be carried by subcontractors performing work under this Contract shall be at the discretion of Contractor.

13. Termination.

a. Termination for Convenience. When it is in the State’s best interest, the Department may, in its sole discretion, terminate the Contract in whole or in part by giving thirty (30) days written notice to the Contractor. The Department shall notify the Contractor of the termination for convenience with instructions as to the effective date of termination or the specific stage of work at which the Contract is to be terminated. The Contractor must submit all invoices for work to be paid under this Contract within thirty (30) days of the effective date of termination. The Department shall not pay any invoices received after thirty (30) days of the effective date of termination.

b. Termination for Cause. The Department may terminate this Contract if any of the events of default described in the Events of Default provision below occur or in the event that the Contractor fails to fulfill any of its other obligations under this Contract. If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Department. The rights and remedies of the Department in this clause are in addition to any other rights and remedies provided by law or under this Contract.

c. Contractor Obligations upon Notice of Termination. After receipt of a notice of termination or partial termination, unless otherwise directed by the Department, the Contractor shall not furnish any service or deliverable on the date, and to the extent specified, in the notice. However, the Contractor shall continue work on any portion of the Contract not terminated. If the Contract is terminated before performance is completed, the Contractor shall be paid only for that work satisfactorily performed for which costs can be substantiated.

The Contractor shall not be entitled to recover any cancellation charges or lost profits.

d. Continuation of Prepaid Services. If the Department has paid for any services prior to the expiration, cancellation, or termination of the Contract, the Contractor shall continue to provide the Department with those services for which it has already been paid or, at Department’s discretion, Contractor shall provide a refund for services that have been paid for but not rendered.

e. Transition of Services Upon Termination, Expiration, or Cancellation of the Contract. If services provided under the Contract are being transitioned to another provider(s), the Contractor shall assist in the smooth transition of Contract services to the subsequent provider(s). This requirement is at a minimum an affirmative obligation to cooperate with the new provider(s), however additional requirements may be outlined in the Scope of Work. The Contractor shall not perform any services after Contract expiration or termination, except as necessary to complete the transition or continued portion of the Contract, if any.

14. Step-in Rights.

If the Contractor is in material breach of its obligation to perform any of the services under the Contract and fails to remedy such breach within ten (10) days after written notice of the breach from the Department, the Department, at its sole discretion, shall have the right to “step-in” (i.e., perform the work itself) or hire another contractor to perform these services. Contractor shall be liable to the Department for any fees or expenses that the Department may incur in exercising its step-in rights or securing a substitute provider to assume completion of those services.

15. Notice of Default.

If the Contractor defaults in the performance of any covenant or obligation contained in the Contract, including, any of the events of default, the Department shall provide notice to the Contractor and an opportunity to cure that is reasonable under the circumstances. This notice shall state the nature of the failure to perform and provide a time certain for correcting the failure. The notice will also provide that, should the Contractor fail to perform within the time provided, the Contractor will be found in default, and the Department may terminate the Contract effective as of the date of receipt of the default notice.

16. Events of Default Subject to the Notice of Default Provision.

Provided such failure is not the fault of the Department or outside the reasonable control of the Contractor, the following non-exclusive list of events, acts, or omissions, shall constitute events of default.

a. The commitment of any material breach of this Contract by the Contractor, including failure to timely deliver a material deliverable, failure to perform the minimal level of services required for a deliverable, discontinuance of the performance of the work, failure to resume work that has been discontinued within a reasonable time after notice to do so, or abandonment of the Contract;

b. Failure to maintain adequate progress, thus endangering the performance of the Contract;

c. Failure to honor any term of the Contract;

d. Failure to abide by any statutory, regulatory, or licensing requirement, including an entry of an order revoking the certificate of authority granted to the Contractor by a state or other licensing authority;

e. Failure to pay any and all entities, individuals, and furnishing labor or materials, or failure to make payment to any other entities as required by this Contract;

f. Failure to maintain the insurance required by this Contract;

g. One or more of the following circumstances, uncorrected for more than 30 calendar days unless, within the specified 30-day period, the Contractor (including its receiver or trustee in bankruptcy) provides to the Department adequate assurances, reasonably acceptable to the Department, of its continuing ability and willingness to fulfill its obligations under the Contract:

i. Entry of an order for relief under Title 11 of the United States Code;

ii. The making by the Contractor of a general assignment for the benefit of creditors;

iii. The appointment of a general receiver or trustee in bankruptcy of the Contractor’s business or property; and/or

iv. An action by the Contractor under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation.

17. Events of Default that Result in Immediate Termination.

a. The commitment of any material misrepresentation or omission in any materials, or discovery by the

Department of such, made by the Contractor in this Contract or in its response to the solicitation;

b. Employment of an unauthorized alien in the performance of the work, in violation of Section 274 (A) of the

Immigration and Nationality Act; and

c. Department’s good faith belief that failure to comply with the Employment Eligibility Verification requirements of this Contract has occurred.

18. Indemnification.

a. The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the Department and its officers, agents, and employees, from suits, actions, damages, and costs of every name and description arising from or relating to:

i. personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, employees, partners, or subcontractors; provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the Department;

ii. the Contractor’s breach of this Contract or the negligent acts or omissions of the Contractor.

b. The Contractor’s obligations under the preceding paragraph with respect to any legal action are contingent upon the Department giving the Contractor (1) written notice of any action or threatened action; (2) the opportunity to take over and settle or defend any such action at Contractor’s sole expense; and (3) assistance in defending the action at Contractor’s sole expense.

c. Notwithstanding sections a. and b. above, the following is the sole indemnification provision that applies to Contractors that are governmental entities: Each party hereto agrees that it shall be solely responsible for the negligent or wrongful acts of its employees and agents. However, nothing contained herein shall constitute a waiver by either party of its sovereign immunity or the provisions of section 768.28, F.S. Further, nothing herein shall be construed as consent by a state agency or subdivision of the State to be sued by third parties in any matter arising out of any contract or this Contract.

d. No provision in this Contract shall require the Department to hold harmless or indemnify the Contractor, insure or assume liability for the Contractor’s negligence, waive the Department’s sovereign immunity under the laws of Florida, or otherwise impose liability on the Department for which it would not otherwise be responsible.

Any provision, implication or suggestion to the contrary is null and void.

19. Limitation of Liability.

The Department’s liability for any claim arising from this Contract is limited to compensatory damages in an amount no greater than the sum of the unpaid balance of compensation due for goods or services rendered pursuant to and in compliance with the terms of the Contract. Such liability is further limited to a cap of $100,000.

Unless otherwise specifically enumerated in the Contract, purchase order, or task order, Department shall not be liable to another for special, indirect, punitive, or consequential damages, including lost data or records (unless the contract or purchase order requires the Contractor to back-up data or records), even if the party has been advised that such damages are possible. Department shall not be liable for lost profits, lost revenue, or lost institutional operating savings. The Department may, in addition to other remedies available to them at law or equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against them. The Department may set off any liability or other obligation of the Contractor or its affiliates to the Department against any payments due the Contractor under any contract with the State.

20. Remedies.

All rights and remedies provided in this Contract are cumulative and not exclusive of any other rights or remedies that may be available to the Department, whether provided by law, equity, statute, in any other agreement between the parties or otherwise. Department shall be entitled to injunctive and other equitable relief, including, but not limited to, specific performance, to prevent a breach, continued breach or threatened breach of this Contract. No remedy or election hereunder shall be deemed exclusive. A failure to exercise or a delay in exercising, on the part of the Department, any right, remedy, power or privilege hereunder shall not operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The Department may, in addition to other remedies available to it at law or in equity and upon notice to the Contractor, retain such monies from amounts due Contractor as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against

it. Nothing in this Contract shall be construed to make the Contractor liable for force majeure events.

21. Ownership of Documents.

All plans, specifications, maps, computer files, databases and/or reports prepared or obtained under this Contract, as well as data collected together with summaries and charts derived therefrom, shall become the property of the Department upon completion or termination of this Contract, without restriction or limitation on their use, and shall be made available upon request to the Department at any time during the performance of such services and/or upon completion or termination of this Contract. Upon delivery to the Department of said document(s), the Department shall become the custodian thereof in accordance with chapter 119, F.S. Contractor shall not copyright any material and products or patent any invention developed under this Contract.

22. Statutory Notices Relating to Unauthorized Employment and Subcontracts.

a. The Department shall consider the employment by any Contractor of unauthorized aliens a violation of Section

274A(e) of the Immigration and Nationality Act. If the Contractor/subcontractor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this Contract. The Contractor shall be responsible for including this provision in all subcontracts with private organizations issued as a result of this Contract.

b. Pursuant to sections 287.133 and 287.134, F.S., the following restrictions apply to persons placed on the convicted vendor list or the discriminatory vendor list:

i. Convicted Vendors. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may…