DEP Contract No. HW551

CONTRACT

THIS CONTRACT is entered into between the FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION, whose address is 3800 Commonwealth Boulevard, Tallahassee, Florida 32399-3000 (hereinafter referred to as the "Department") and AECOM Technical Services, Inc., whose address is 13450 West Sunrise Boulevard, Suite 200, Sunrise, Florida 33323 (hereinafter referred to as the "Contractor"), a Florida corporation, to provide Bureau of Waste Cleanup program services.

In consideration of the mutual benefits to be derived herefrom, the Department and Contractor do hereby agree as follows:

The Department does hereby retain the Contractor to provide Bureau of Waste Cleanup program services on a Task Assignment basis (copies of the Task Assignment Notification Form and Task Assignment Change Order Form are attached hereto and made a part hereof as Attachments A and B, respectively) as defined herein and the Contractor does hereby agree to perform such services as outlined in DEP Solicitation No. 2010016C and Contractor's response thereto, incorporated herein by reference, and in accordance with Attachment C, Scope of Services, attached hereto and made a part hereof. Any terms and conditions of this Contract which vary from those contained in the Solicitation or Contractor's response thereto shall have precedence. The Contractor does hereby agree to conduct these services for the Department upon the terms and conditions set forth in this Contract and all exhibits and Attachments named herein which are attached hereto and incorporated by reference. The Contractor has been determined to be a vendor to the Department under this Contract.

2. In the event that services are required to be performed that are not specifically set out in Attachment C, but are within the general scope of the services, the Department and the Contractor hereby reserve the right to negotiate task assignments covering the required services.

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 Department. The Department reserves the right to assign different phases of work on a specific site to different firms.

Notwithstanding any other provisions of this Contract, the Contractor may, at its sole discretion, elect not to participate in a proposed task assignment. Such election shall not preclude the Contractor from participating in other task assignments as the Department may request. The Contractor shall notify the Department orally, with confirmation in writing, within three (3) business days of receipt of a Task Assignment Notification Form, of the Contractor's decision.

3. The Contractor shall perform the services in a proper and satisfactory manner as determined by the Department. Any and all such equipment, products or materials necessary to perform these services, or requirements as further stated herein, shall be supplied by the Contractor, unless otherwise specified herein.

4. The Contractor is responsible for the professional quality, technical accuracy, timely completion and coordination of all designs, drawings, specifications, reports and other services furnished by the Contractor under this Contract. The Contractor shall, without additional compensation, correct or revise any errors, omissions or other deficiencies in its designs, drawings, reports and other services.

5. The Contractor shall perform as an independent contractor and not as an agent, representative, or employee of the Department, except as described in Attachment C, Section VIII.

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6. This Contract shall begin upon execution by both parties and have a period for task assignments of five (5) years from the date of execution, inclusive. No additional task assignments shall be authorized after the initial five (5) year period. Therefore, the completion date of the Contract shall be determined by the latest completion date of any tasks assigned during the task assignment period. However, Task Assignment Change Orders may be executed for active task assignments beyond the five (5) year task assignment issuance period. This Contract may be renewed for a task assignment period that may not exceed three (3) years or the term of the original contract task assignment period, whichever period is longer. Renewal of this Contract shall be in writing and subject to the same terms and conditions of this Contract. All renewals are contingent upon satisfactory performance by the Contractor and the availability of funds. If such a renewal occurs, additional task assignments may be authorized during the renewal period.

7. A. As consideration for the services rendered by the Contractor under the terms of this Contract, the Department shall pay the Contractor on a combination fee schedulelfixed pricelcost reimbursement plus fixed fee basis as specified in each Task Assignmenflask Assignment Change Order Form. It is understood and agreed that the ceiling amount of this Contract shall not exceed $20,000,000.00 for the five year task assignment issuance period. The initial funding increment under this Contract is set at $397,000. Based upon continued satisfactory performance and annual appropriations by the Legislature, the Department reserves the right to provide increments of funding on an "as needed" basis. The Contractor shall be notified, by a certified letter from the Director, Division of Waste Management, or the Chief, Bureau of Waste Cleanup, of any additional funding increments.

B. In no event shall the Contractor continue to perform services once the authorized funding increment level has been reached. It is understood and agreed that the Contractor shall not commence work on any task assignment that will exceed the balance of the current funding increment level until notice is received by the Contractor of an increase in funding. It is the Contractor's responsibility to know when the authorized funding increment level has been reached. The Contractor hereby agrees that the Contractor or its subcontractors shall not commence work on a Task Assignment, or continue work under a Task Assignment Change Order or Work Change Directive (attached hereto and made a part hereof as Attachment D), until said Task Assignment, additional Task Assignment Change Order(s) and additional Work Change Directive(s), if required, haslhave been fully executed by both the Department and the Contractor.

C. If the Department exercises the renewal option as provided under paragraph 6, the Department reserves the right to increase the ceiling amount of the Contract to provide for the renewal period.

8. The State of Florida's performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature.

9. A. The Contractor shall submit invoices on a convenient basis, but not more frequently than monthly, unless otherwise specified in the Task Assignmenflask Assignment Change Order Form. Each invoice shall be itemized in accordance with the authorized budget categories listed below and in Attachment E, Rate Schedule, attached hereto and made a part hereof, or shall be accompanied by an executed copy of the Task Assignment Notification FormlTask Assignment Change Order Form evidencing a fixed price. Each invoice shall be submitted with completed Contractual Services Invoice Form, provided as Attachment F. Attachment G, Subcontractor Utilization Report Form, shall be completed and submitted with each invoice. Failure to provide Attachment G with an invoice shall result in a delay in processing the invoice for payment until such time as the appropriate information is provided to the Department. All invoices must be submitted in detail sufficient for a proper pre-audit and post-audit review thereof, Invoices must be submitted within sixty (60) days of the completion of each Task Assignment. A final invoice must be submitted to the Department no later than thirty (30) days following the completion date of the Contract, to assure the availability of funds for final payment.

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B. One (1) original and three (3) copies of each invoice, including appropriate supporting documentation as required below, shall be submitted to the following address:

Florida Department of Environmental Protection Bureau of Waste Cleanup Attn: Accountant, MS#4505 2600 Blair Stone Road Tallahassee, Florida 32399-2400

10. The State Chief Financial Officer requires detailed supporting documentation of all costs under a cost reimbursement contract. In accordance with the Contract Payment Requirements (attached hereto and made a part hereof as Attachment H), the Contractor shall comply with the minimum requirements set forth therein. Invoices shall be accompanied by supporting documentation and other requirements as follows:

A. SalariesWaqes - List personnel involved, salary rates in accordance with those listed in Attachment E, and hoursltime spent on individual project tasks as defined in the work plan.

Premium rates for overtime are not allowed under the Contract without the prior written consent of the Department.

B. Overhead/lndirect/General and Administrative Costs - All multipliers used (i.e. fringe benefits, overhead, and/or general and administrative rates) shall be supported by audit. If the Department determines that multipliers charged by the Contractor exceeded the rates supported by audit, the Contractor shall be required to reimburse such funds to the Department within thirty (30) days of written notification. Interest on the excessive charges will be calculated based on the prevailing rate used by the State Board of Administration.

Multipliers (i.e., fringe benefits, overhead, and/or general and administrative rates) to be charged by the Contractor under this Contract are identified in Attachment E.

C. Proiect Management - Shall be calculated at 12.5% of Direct Labor Costs. For the purposes of this Contract, Project Management shall include the following:

i. Communication - Maintaining communication with all involved personnel (including the Department, subcontractors, and internal contractor personnel) necessary for completing task assignments under this Contract.

ii. Resource Management - Allocation, coordination, management, and tracking of necessary resources for completion of tasks, including internal and subcontracted resources.

iii. Quality Control - Ensuring adequate quality controls on performance and work products through compliance with appropriate compQAPP and site-specific QAPP requirements, as well as internal technical and non-technical peer review of work product submittals (e.g., reports, data submittals, etc.) through compliance with appropriate Quality Assurance requirements.

iv. Progress Management - Monitoring project performance and schedule maintenance, control and tracking including the identification of critical pathways, milestones, schedule variances, and necessary corrective actions required for successful completion of each task's scope of work.

v. Progress Reports - Development and submittal of project tracking reports.

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vi. Progress Meetings - Periodic (e.g., weeklylbiweekly) meetings between the Department and the Contractor to discuss the status of all related task assignments, and to identify and resolve outstanding issues.

vii. Financial Management - Budget management, control, and tracking for subtasks and overall projects including subcontractor payment, invoicing, etc.

D. Contractual (Subcontractors) - Reimbursement requests for payments to subcontractors must be substantiated by copies of invoices with backup documentation identical to that required from the Contractor. Subcontracts which involve payments for direct salaries shall clearly identify the personnel involved, salary rate per hour, and hoursltime spent on the project. All multipliers used (i.e. fringe benefits, overhead, andlor general and administrative rates) shall be supported by audit. If the Department determines that multipliers charged by any subcontractor exceeded the rates supported by audit, the Contractor shall be required to reimburse such funds to the Department within thirty (30) days of written notification. Interest on the excessive charges shall be calculated based on the prevailing rate used by the State Board of Administration. Invoices for reimbursement of fixed price subcontracts approved by the Department shall be documented by copies of the paid invoices.

E. Travel - Travel expenses and per diem must be documented by a State of Florida Travel Voucher with appropriate receipts. Reimbursement will be made in accordance with Section 112.061, Florida Statutes.

F. Equipment - (Capital outlay $1,000 or more in value) - Reimbursement for the purchase of equipment is subject to specific approval of the Department. Include copies of invoices or receipts to document purchases, and a properly completed Property Reporting Form (Attachment I).

G. Equipment usaqe - Only those items of equipment contained in Attachment E may be charged and must be in accordance with the rates contained therein.

H. Other Direct Costs (ODCs) - Shall be calculated at 5% of Direct Labor Costs + Project Management. For purposes of this Contract, ODCs shall include office supplies; shipping and freight (not including sample shipping); postage and handling; copying; communications (fixed and mobile phones, FAX); computer costs (VAX, CADD, Modeling, Word Processing, etc.) as applies to the costs associated with the use of the computer equipment and not the direct labor involved; and other costs not included in overhead or general and administrative costs.

I. Equipment Procurement Fee - Shall be calculated, on a task assignment basis, at 10% of the subcontractor(s) charges. The fee shall not exceed $2,500 per subcontractor. The fee shall be applied for subcontractors who are providing equipment (excluding services), through vendor quotes, which cannot be directly supplied by the Contractor.

J. Subcontractor Handling Fee - Shall be calculated, on a task assignment basis, at the following rates according to the subcontractor costs: 10% for the first $50,000; 7% for the next $50,000; 5% for the remaining costs exceeding $100,000. This fee structure shall be applied to each subcontractor included in a task for services (excluding equipment), through vendor quotes, which cannot be directly supplied by the Contractor.

Under pay for performance task assignments, the Department may elect to adjust the Subcontractor Handling Fee based upon the Contractor's performance under that Task Assignment. Any such changes to the Subcontractor Handling Fee structure will be negotiated with the Contractor and explained within the text of the Task Assignment Notification Form.

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K. Completion Fee - The completion fee shall be calculated at 10% of Total Labor Cost. Total labor cost is defined as direct labor cost plus applicable fringe benefits, overhead, and general and administrative costs.

Under pay for performance task assignments, the Department may elect to adjust the Completion Fee based upon the Contractor's performance under that Task Assignment. Any such changes to the Completion Fee structure will be negotiated with the Contractor and explained within the text of the Task Assignment Notification Form.

L. Retainaqe - A maximum of 10% from each payment to the Contractor may be retained pending satisfactory completion of a task assignment and approval of all deliverables.

However, if retainage is to be withheld, it shall be determined on a task-by-task basis and be reflected on the Task Assignment Notification Form.

The review for approval of the final deliverable(s) will be completed within sixty (60) days of receipt. The request for payment of retainage will be included on the final invoice for each task assignment. The final invoice for each task assignment will be submitted after approval of the final deliverable(s).

M. Laboratow Analyses - Maximum analytical turn-around time shall be three (3) weeks unless otherwise specified by a Task Assignment. The cost for performing sample analysis, laboratory blanks, duplicates, spikes, and standards shall be charged in accordance with the rates in Attachment E.

N. Drillinq, Hazardous Waste Disposal and Mobile Laboratories - Rates will be determined on a task-by-task basis as quotes will be required for these subcontracted services.

11. Charges for rates or expenses which are not included in Attachment E, but which are required by the Department on a Task Assignment Notification Form, shall be compensated at rates mutually acceptable to the Department and the Contractor, and shall be evidenced by an executed Task Assignment Notification Form. In the event that the Department determines that such rates should become a part of the rate schedule attached to this Contract, the Department shall initiate a change order evidencing the rates mutually agreed to by both parties for inclusion in this Contract.

12. All rates contained herein shall be subject to renegotiation on the anniversary date of the Contract each year of the Contract. The Contractor or the Department shall initiate any renegotiation of rates sixty (60) days prior to the renegotiation date established herein. Failure to initiate a renegotiation of rates prior to the date(s) established may result in the continuation of the rates contained in the Contract until the next scheduled renegotiation date. The Department reserves the right to terminate the Contract if an agreement is not reached by the renegotiation date.

13. The original Contract price and any additions thereto will be adjusted to exclude any significant sums by which the Department determines the Contract price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such Contract adjustments must be made within one (1) year following the end of the Contract.

14. Pursuant to Section 215.422, Florida Statutes, the Department's Contract Manager shall have five (5) working days, unless otherwise specified herein, to inspect and approve the services for payment; the Department must submit a request for payment to the Florida Department of Financial Services within twenty (20) days; and the Department of Financial Services is given ten (10) days to issue a warrant.

Days are calculated from the latter 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 a contractor for correction(s) will result in a delay in the payment. A Vendor Ombudsman has been established within the Florida Department of Financial Services who may be contacted if a contractor is experiencing problems in obtaining timely payment(s) from a State of Florida agency. The Vendor Ombudsman may be contacted at 850-413- 551 6.

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In accordance with Section 215.422, Florida Statutes, the Department shall pay the Contractor interest at a rate as established by Section 55.03(1), Florida Statutes, on the unpaid balance, if a warrant in payment of an invoice is not issued within forty (40) days after receipt of a correct invoice and receipt, inspection, and approval of the goods and services. Interest payments of less than $1 will not be enforced unless a contractor requests payment. The interest rate for each calendar year for which the term of this Contract is in effect can be obtained by calling the Department of Financial Services, Vendor Ombudsman at the telephone number provided above, or the Department's Procurements Section at 850-245-2361.

16. Status reports on contracted work are to be submitted, in writing and/or electronically, not less frequently than every other week. Reporting requirements for task assignments issued under this Contract will vary with task scope and period of performance. Any additional reporting requirements shall be identified in each task assignment at the time of task assignment issuance.

In an effort to conserve and recycle natural resources, the Contractor shall submit all written reports generated under this Contract on recycled paper.

17. The purchase of non-expendable personal property or equipment costing $1,000 or more purchased for purposes of this Contract remains the property of the Department. The Contractor's Contract Manager shall complete and sign a Property Reporting Form, DEP 55-211, provided as Attachment I and forward it along with the appropriate invoice to the Department's Contract Manager. The following terms shall apply:

A. The Contractor shall have use of the non-expendable personal property or equipment for the authorized purposes of the contractual arrangement as long as the required work is being performed.

B. The Contractor is responsible for the implementation of adequate maintenance procedures to keep the non-expendable personal property or equipment in good operating condition.

C. When the non-expendable personal property or equipment is no longer needed, the Contractor will return all non-expendable personal property or equipment purchased under the terms of this Contract to the Department.

D. If, however, the Contractor desires to purchase the non-expendable personal property or equipment when no longer needed, the Department may, at its discretion and subject to approval of the Department's Surplus Property Review Board, and in compliance with federal regulations, if applicable, elect to sell the equipment to the Contractor for its fair market value as of the date of title transfer, in accordance with DEP Directive 320.

E. The Contractor is responsible for any loss, damage, or theft of, and any loss, damage, or injury caused by the use of, non-expendable personal property or equipment purchased with state funds and held in his possession for use in a contractual arrangement with the Department.

18. 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 be considered works made for hire and 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, Florida Statutes. The Contractor shall not copyright any material and products or patent any invention developed under this Contract. The Department shall have the right to visit the site for inspection of the work and the products of the Contractor at any time.

19. The Contractor shall not be liable for use by the Department of plans, documents, studies or other data for any purposes other than intended by the terms of this Contract.

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20. All appropriate documents prepared by the Contractor shall bear the professional's seallsignature in accordance with the applicable Florida Statute which governs the profession and Administrative Rules promulgated by the Florida Department of Business and Professional Regulation, in effect at the time of execution of this Contract.

21. The Contractor shall save and hold harmless and indemnify the State of Florida, the Department, and their respective officers and employees from liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor and other persons employed or utilized by the Contractor in the performance of this Contract.

22. The Department may terminate this Contract at any time in the event of the failure of the Contractor to fulfill any of its obligations under this Contract. Prior to termination, the Department shall provide thirty (30) calendar days written notice of its intent to terminate and shall provide the Contractor an opportunity to consult with the Department regarding the reason(s) for termination.

The Department may terminate this Contract without cause and for its convenience by giving thirty

(30) calendar days written notice to the Contractor.

Notice shall be sufficient if delivered personally or by certified mail to the address set forth in paragraph 23.

23. Any notices or other written communication between the parties, except invoices, Task Assignments, Change Orders, Work Change Directives, and status reports, shall be considered delivered when posted by Certified Mail, return receipt requested, or delivered in person to the Contract Coordinators at the following addresses:

Contractor Department

AECOM Technical Services, Inc. Department of Environmental Protection Attn: Guy Frearson Bureau of Waste Cleanup Suite 200 Attn: Teresa Booeshaghi 13450 West Sunrise Boulevard 2600 Blair Stone Road, MS#4505 Sunrise, Florida 33323 Tallahassee, Florida 32399-2400

24. The Department's General Contract Coordinator is Teresa Booeshaghi, Phone 850-245-8933. The Contractor's General Contract Coordinator is Guy Frearson, Phone 954-745-721 1. The following Contract Managers will be responsible for the services performed under each section within the Bureau of Waste Cleanup:

Hazardous Waste Cleanup and Drycleaning DEP Contract Manager: Sharonda Perkins, phone no. 850-245-8970 Contractor Contract Manager: Guy Frearson, phone no. 954-745-721 1

Site Investigation DEP Contract Manager:

Contractor Contract Manager:

Brownfields DEP Contract Manager:

Contractor Contract Manager:

CERCLA Site Screening DEP Contract Manager:

Contractor Contract Manager:

Dave Phillips, phone no. 850-245-8952 Stephen Starke, PG, phone no. 954-745-7216

Joe McGarrity, phone no. 850-245-8979 Mike McCoy, PG, phone no. 407-304-4426

Ferda Yilmaz, phone no. 850-245-8989 Mike McCoy, PG, phone no. 407-304-4426

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All matters shall be directed to the appropriate Contract Managers for action or disposition.

25. This Contract may be unilaterally canceled by the Department for refusal by the Contractor to allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with this Contract, unless the records are exempt from Section 24(a) of Article I of the State Constitution and Section 119.07(1), Florida Statutes.

26. The Department may at any time, by written order designated to be a change order, make any change in the work within the general scope of this Contract (e.g., specifications, time, method or manner of performance, requirements, etc.). Due to the nature of the work conducted under this Contract, the need exists for field decisions that can cause an increase in the Contractor's cost or time under a specific Task Assignment. This type of field decision change shall be evidenced by the use of the Work Change Directive (Attachment D), and can be authorized by the Department Contract Manager. All changes are subject to the mutual agreement of both parties as evidenced in the final development of a Task Assignment Change Order which incorporates the changes identified in the Work Change Directive. Any Work Change Directive that causes in increase in the Contractor's cost or time shall ultimately require an appropriate adjustment and modification by a Task Assignment Change Order Form (Attachment B). Task Assignment Change Orders supported by Work Change Directive Forms will be considered a timely authorization of work performance under a specific Task Assignment.

27. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, F.S., for Category Two, for a period of 36 months from the date of being placed on the convicted vendor list.

28. It is expressly understood and agreed that any articles which are the subject of, or required to carry out, this Contract shall be purchased from the corporation identified under Chapter 946, Florida Statutes, in the same manner and under the same procedures set forth in Section 946.515(2), (4), F.S.; and for purposes of this Contract the person, firm or other business entity carrying out the provisions of this Contract shall be deemed to be substituted for this agency insofar as dealings with such corporation are concerned.

The "Corporation identified" is PRISON REHABILITATIVE INDUSTRIES AND DIVERSIFIED ENTERPRISES, INC. (P.R.I.D.E.) which may be contacted at:

P.R.I.D.E.

12425 28th Street, North St. Petersburg, Florida 33716-1 826 Toll Free: 1-800-643-8459 Website: http://www.pride-enterprises.orq

29. It is expressly understood and agreed that any articles that are the subject of, or required to carry out, this Contract shall be purchased from a nonprofit agency for the blind or for the severely handicapped that is qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same procedures set forth in Section 413.036(1) and (2), Florida Statutes; and for purposes of this Contract the person, firm, or other business entity carrying out the provisions of this Contract shall be deemed to be substituted for the state agency insofar as dealing with such qualified nonprofit agency are concerned.

The "nonprofit agency" identified is RESPECT of Florida which may be contacted at:

RESPECT of Florida.

2475 Apalachee Parkway, Suite 205 Tallahassee, Florida 32301 -4946

(850) 487-1471 Website: www.respectofflorida.orq

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30. The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Contract and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Contractor any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Contract.

31. The State may seek recovery of the costs of cleanup of specific sites from any and all responsible parties, and must anticipate the possibility of litigation. In order to avoid a conflict-of-interest, or the appearance of a conflict-of-interest, the State requires that the Contractor notify the Department in writing within five (5) days of the Contractor's discovery of a potential conflict-of-interest and make such continuing disclosure throughout the term of the Contract, of any present or anticipated contractual or other business relationship between the Contractor, or any subcontract of the Contractor, and any of the persons or entities who are, or may be, responsible for work to be performed by the Contractor. The Department agrees to notify the Contractor within ten (10) days of receipt of such information whether-or not it deems a conflict of interest to exist.

For the purposes of this Contract, a contractor, an employee of the contractor, or contractor's subcontractor may be deemed to have had a business relationship with one of the responsible parties if it has had a relationship with a parent organization, or subsidiary, a predecessor or a successor of such party, or if it has been engaged by independent legal representatives on behalf of any such parties, as defined.

A full disclosure shall include a description of the action that the Contractor has taken, or proposes to take, to avoid or to mitigate such conflicts-of-interest. In addition to the Contractor's duty to disclose any conflict-of-interest as described above, the Department shall retain and exercise the right to determine on its own initiative whether or not a conflict-of-interest on the part of the Contractor exists.

The Contractor covenants that it presently has no interest and shall not acquire any interest which would conflict in any manner or degree with the performance of services required.

If a force majeure occurs which causes delays or the reasonable likelihood of delay in the achievement of the requirements of this Contract, the Contractor shall promptly notify the Department orally and shall, within seven (7) calendar days, notify the Department in writing of the anticipated length and cause of the delay, the measures taken or to be taken to minimize the delay, and the Contractor's intended timetable for implementation of these measures. If the parties agree that the delay or anticipated delay has been or will be caused by a force majeure, time for performance under this Contract may be extended, at the discretion of the Department, for a period of time equal to the delay resulting from the force majeure. Such agreement shall be confirmed by letter from the Department accepting, or if necessary modifying the extension. A force majeure shall be an act of God, strike, lockout, or other industrial disturbance, act of the public enemy, war, blockade, public riot, fire, explosion, failure to receive timely necessary governmental or third party approvals, governmental restraint, and any other cause, whether of the kind specifically enumerated herein or otherwise, which is not reasonably within the control of the Contractor. The Contractor is responsible for the performance of all services issued under this Contract. Failure to perform by a Contractor's subcontractor shall not constitute a force majeure event.

33. This Contract has been delivered in the State of Florida and shall be construed in accordance with the laws of Florida. Wherever possible, each provision of this Contract shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Contract shall be prohibited or invalid under applicable 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 Contract. Any action hereon or in connection herewith shall be brought in Leon County, Florida.

34. The Contractor shall maintain books, records and documents directly pertinent to performance under this Contract in accordance with generally accepted accounting principles consistently

DEP Contract No. HW551, Page 9 of 13 applied. The Department, the State, or their authorized representatives shall have access to such records for audit purposes during the term of this Contract and for five years following Contract completion. In the event any work is subcontracted, the Contractor shall similarly require each subcontractor to maintain and allow access to such records for audit purposes.

35. No delay or failure to exercise any right, power or remedy accruing to either party upon breach or default by either party under this Contract, shall impair any such right, power or remedy of either party; nor shall such delay or failure be construed as a waiver of any such breach or default, or any similar breach or default thereafter.

36. The Contractor recognizes that the State of Florida, by virtue of its sovereignty, is not required to pay any taxes on the services or goods purchased under the terms of this Contract.

37. This Contract is neither intended nor shall it be construed to grant any rights, privileges or interest in any third party without the mutual written agreement of the parties hereto.

38. A. No person, on the grounds of race, creed, color, national origin, age, sex, or disability, shall be excluded from participation in; be denied the proceeds or benefits of; or be otherwise subjected to discrimination in performance of this Contract.

B. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not award or perform work as a contractor, supplier, subcontractor or consultant under contract with any public entity, and may not transact business with any public entity. The Florida Department of Management Services is responsible for maintaining the discriminatory vendor list and intends to post the list on its website. Questions regarding the discriminatory vendor list may be directed to the Florida Department of Management Services, Office of Supplier Diversity at 850-487-091 5.

39. This Contract is an exclusive contract for services and may not be assigned in whole or in part without the written approval of the Department.

40. The Contractor shall not subcontract, assign, or transfer any work under this Contract, with the exception of Ambient Technologies, Inc.; Boart Longyear Company; Clark Environmental, Inc.; CM2 Drilling, Inc.; Environmental Conservation Laboratories, Inc.; DRILLPRO, LLC, d/b/a Groundwater Protection; Jamson Environmental, Inc.; Jupiter Environmental Laboratories, Inc.; KB Labs, Inc.;

Stoner & Associates, Inc.; TestAmerica Laboratories, Inc.; and Florida Testing Services, LLC d/b/a XENCO Laboratories; without the prior written consent of the Department's Contract Manager. The Department reserves the right to reject any subcontractor based upon prior experience. The Contractor agrees to be responsible for the fulfillment of all work elements included in any subcontract consented to by the Department and agrees to be responsible for the payment of all monies due under any subcontract. It is understood and agreed by the Contractor that the Department shall not be liable to any subcontractor for any expenses or liabilities incurred under the subcontract and that the Contractor shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Any subcontracts made under this Contract must include the same conditions specified in this Contract, with the exception of insurance requirements (paragraph 42). The level of insurance to be carried by subcontractors performing work under this Contract shall be at the discretion of the Contractor.

41. To the extent required by law, the Contractor will be self-insured against, or will secure and maintain during the life of this Contract, Workers' Compensation lnsurance for all of his employees connected with the work of this project and, in case any work is subcontracted, the Contractor shall require the subcontractor similarly to provide Workers' Compensation lnsurance for all of the latter's employees unless such employees are covered by the protection afforded by the Contractor. Such self-insurance program or insurance coverage shall comply fully with the Florida Workers'

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Compensation law. In case any class of employees engaged in hazardous work under this Contract is not protected under the Workers' Compensation statute, the Contractor shall provide, and cause each subcontractor to provide, adequate insurance satisfactory to the Department, for the protection of his employees not otherwise protected.

42. A. The Contractor shall secure and maintain during the life of the Contract comprehensive general liability coverage with limits of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate for bodily injury and property damage; and comprehensive automobile liability coverage with limits of not less than $2,000,000 combined single limit.

The Contractor shall carry professional liability coverage with limits of not less than $1,000,000 per claim and $1,000,000 annual aggregate. In addition, the Contractor shall also maintain pollution liability coverage with limits of not less than $3,000,000 aggregate for personal injury or death, $1,000,000 per occurrence for personal injury or death, and $1,000,000 per occurrence for property damage.

B. The Contractor shall list the Department as an additional insured on each of the coverages described above. The Contractor's current certificate of insurance shall contain a provision that the insurance will not be canceled for any reason except after thirty (30) days written notice to the Department's Contracts Administrator and shall reference the DEP Contract No.

(HW551).

C. The Contractor, at its own expense, shall cause to be listed all landowners or landowner's lessees, who request insurance coverage as part of signing a site access agreement that enables the Contractor to perform activities under this Contract, as additional insureds under the General Liability and Automobile Liability coverage referenced above.

D. The Department reserves the right to require a performance bond on tasks for which the Department deems it necessary.

43. The employment of unauthorized aliens by any contractor/vendor is considered a violation of Section 274A(e) of the Immigration and Nationality Act. If the Contractor/vendor 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.

44. The Contractor shall comply with all applicable federal, state and local rules and regulations in providing services to the Department under this Contract. The Contractor acknowledges that this requirement includes compliance with all applicable federal, state and local health and safety rules and regulations. The Contractor further agrees to include this provision in all subcontracts issued as a result of this Contract.

45. The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide e-procurement system. Pursuant to rule 60A-1.032(1), Florida Administrative Code, this Contract shall be exempt from the one percent (1%) transaction fee.

46. All sampling and analysis performed under this Contract must conform to the requirements set forth in Chapter 62-160, Florida Administrative Code (F.A.C.) and Attachment J, Quality Assurance Requirements for Department Contacts.

47. The Department reserves the right to terminate this Contract for convenience in the event that, during the term of this Contract, there is a merger or acquisition by the Contractor of any other contractor resulting from DEP Solicitation No. 2010016C, or in the event that, during the term of this Contract, the Contractor and any other contractor resulting from DEP Solicitation No. 2010016C is acquired by or merged with a parent corporation. In the event of termination for convenience under this paragraph, the Contractor shall be compensated for work satisfactorily completed and irrevocable commitments made under outstanding task assignments, without liability for anticipated profits for work not yet performed.

DEP Contract No. HW551, Page 11 of 13

48. All Brownfields and Site Screening services tasked under this Contract will be funded with EPA monies; therefore, the terms and conditions in Attachment K, Additional Terms and Conditions for the Use of Federal EPA Funds, shall apply to those services.

49. The Department reserves the right to revise this Contract to include additional language required by federal agency(ies) or other sources awarding funding to the Department in support of this Contract.

50. This Contract represents the entire agreement of the parties. Any alterations, variations, changes, modifications or waivers of provisions of this Contract shall only be valid when they have been reduced to writing, duly signed by each of the parties hereto, and attached to the original of this Contract, unless otherwise provided herein.

IN WITNESS WHEREOF, the parties have caused this Contract to be duly executed, the day and year last written below.

AECOM TECHNICAL SERVICES, INC.

By: jt5.i.- Title: V j r e 1 r d i c

Date: /2/ag //a

FElD N0.95-2661922

FLORIDA DEPARTMENT OF

ENVIRONMENTAL PROTECTION

Date: '7L/zq//~

Approved as to form and legality:

DEP Attorney

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

DEP Contract No. HW551, Page 12 of 13

List of attachmentslexhibits included as part of this Contract:

Specify Letter1 Type Number

Attachment A Attachment B Attachment C Attachment D Attachment E Attachment F Attachment G Attachment H Attachment I Attachment J Attachment K

Description

Task Assignment Notification Form (2 pages) Task Assignment Change Order Form (1 page) Scope of Services (5 pages) Work Change Directive (1 page) Rate Schedule ( I 5 pages) Contractual Services Invoice Form (1 page) Subcontractor Utilization Report Form (3 pages) Contract Payment Requirements (1 page) Property Reporting Form (1 page) Quality Assurance Requirements for Department Contracts (10 pages) Additional Terms and Conditions for the Use of Federal EPA Funds (12 pages)

DEP Contract No. HW551, Page 13 of 13

ATTACHMENT A

TASK ASSIGNMENT NOTIFICATION FORM

DEP CONTRACT NO. HW551

Task Assignment Number: Module #: Grant #:

Contractor Name:

Contractor Representative:

DEP Contract Manager Phone #:

DEP Site #:

DEP Site Name:

Address (Street, City, County):

Phase:

Task Description (Use additional sheets if necessary):

Final Deliverables:

Final Deliverable Due Date:

Period of Performance: Execution of Task Assignment through

TASK ASSIGNMENT TYPE AND NOT TO EXCEED AMOUNTS:

RETAl NAGE:

TOTAL TASK ASSIGNMENT VALUE

FIXED PRICE

DEP Task Manager:

DEP Contract Manager:

Contractual Authority:

Contractor Representative:

cc: Ruth Heggen, Procurement Section (MS93) Bureau of Finance & Accounting (MS78) - 2 copies

FEE SCHEDULE

DEP Contract No. HW551, Attachment A, Page 1 of 2

COST PLUS FIXED FEE

COST REIMBURSEMENT FIXED FEE

TASK ASSIGNMENT NOTIFICATIONICHANGE ORDER

DELIVERABLES AND INVOICE SCHEDULE ATTACHMENT

Contract Number:

Task Assignment No.:

Deliverables:

Deliverable Deliverable Due Date lnvoice Schedule:

Requirements for Invoice Submittal Amount to be Invoiced

TOTAL COST $

DEP Contract No. HW551, Attachment A, Page 2 of 2

ATTACHMENT B

TASK ASSIGNMENT CHANGE ORDER FORM

DEP CONTRACT NO. HW551

Task Assignment Number: Change Order No.

Contractor Name:

Contractor Representative:

DEP Contract Manager: Phone #:

DEP Site #:

Site IDIFacility ID:

Description of Change (Use additional sheets if necessary):

Final Deliverables: Final Deliverables Due Date:

CHANGE IN TASK AMOUNT

Cost Reimbursement Plus Fixed Fee

Original Task Amount: I

Item

Task amount prior to this change order:

Net increaseldecrease in task amount:

Cost Reimbursement

Task amount with all change orders:

Fixed Price Total Fixed Fee

CHANGE IN TASK TIME

Fee Schedule

Original task completion date:

Completion date prior to this change:

Net increaseldecrease in task period:

Completion date with all change orders:

DEP Task Manager:

DEP Contract Manager:

Contractual Authority:

Contractor Representative:

cc: Ruth Heggen, Procurement Section (MS93) Bureau of Finance & Accounting (MS78) - 2 copies

DEP Contract No. HW551, Attachment B, Page 1 of 1

ATTACHMENT C

SCOPE OF SERVICES

The Contractor has been selected to provide professional engineering and geological services to provide support to the DEP Bureau of Waste Cleanup (Bureau). Work associated with the following Sectionslareas within the Bureau is anticipated: Hazardous Waste Cleanup Section (HWCS), Site Investigation Section (SIS), CERCLA Site Screening (CERCLA SS) and Brownfields (BF). Additional information about these programs can be found at the following websites:

The Contractor shall 1) remain an engineering firm registered in the State of Florida, 2) remain a geological firm registered in the State of Florida, and 3) maintain an office and personnel located in the State of Florida for the term of this Contract.

The scope of work includes:

Hazardous waste site cleanup services, Drycleaning solvent cleanup program services.

Quick-response to perform detailed hydrogeological site investigations for the purpose of determining the magnitude and/or source of ground water contamination.

Assessment and cleanup activities for the State Owned Lands sites.

Comprehensive Environmental Response Compensation and Liability Act (CERCLA) Site Screenings.

Brownfields Assessments and Brownfields Source Removals.

Institutional controls/engineering controls audit program (ICECAP).

Assessment and cleanup activities may be accomplished by the Contractor, subcontractors to the Contractor, or a combination thereof. Due to the variety and complexity of tasks associated with site activities, the DEP allows joint ventures and/or subcontracting among firms in order to develop an optimum team approach. The Contractor may be required to obtain competitive quotes and/or conduct negotiations for subcontracted work. The Contractor will be responsible for all phases of assessment and cleanup. The Contractor may be given task assignments for sites at which some assessment or remedial activities have already occurred.

The DEP reserves the right to award some of the work based upon a "pay for performance" cleanup. A pay for performance cleanup is one in which payments are made to the contractor based upon a negotiated schedule of cleanup progress. A pay for performance cleanup will require negotiations between the DEP and the Contractor to develop goals, target levels, milestones, payment structure and any additional terms and conditions under which the pay for performance cleanup will be performed.

All work performed by the Contractor must be in accordance with Chapters 62-780, 62-782 or 62-785, F.A.C.

The different tasks associated with each area of site work are described below:

I. Scopes of Work, Work Plans and Preliminary Assessments

The Contractor may be required to develop scopes of work, work plans or preliminary assessments for activities to be conducted on a site-specific basis. This work may include

DEP…