Contract No. HW553 Amendment No. 10

Rev. 10/10/19

AMENDMENT NO. 10

TO CONTRACT NO. HW553

BETWEEN

FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION

AND

WSP USA INC.

This Amendment to Contract No. HW553, , as previously amended, (Contract) is made by and between the Department of Environmental Protection (Department), an agency of the State of Florida, and WSP USA Inc. One Penn Plaza, New York, New York 10119 (Contractor), on the date last signed below.

WHEREAS, the Department entered into the Contract with the firm of Ecology and Environment, Inc. to provide Bureau of Waste Cleanup program services effective December 09, 2010;

WHEREAS as the result of an acquisition, effective September 1st, 2020, the firm of Ecology and Environment, Inc., is now known as WSP USA INC.;

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

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

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

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

NOW THEREFORE, the parties agree as follows:

1. The name of the CONTRACTOR for DEP Contract No. HW553 is hereby changed to WSP USA INC., and WSP USA INC.

shall have all the rights, duties, liabilities and responsibilities, past, present and future of ECOLOGY AND ENVIRONMENT, INC., under the Contract.

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

3. The Contract is extended for a six-month period to begin December 09, 2020, and remain in effect until June 08, 2021. The Department and the Contractor shall continue to perform their respective duties during this extension period pursuant to the same terms and conditions provided in the Contract.

4. Paragraph 10.C is hereby deleted in its entirety and replaced with the following:

C. Project Management – Shall be calculated at 12.5% of Fully Loaded 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

Rev. 10/10/19 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.

vi. Progress Meetings – Periodic (e.g., weekly/biweekly) 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.

Periodic general meetings will be held between select Contractor and DEP staff on at least an annual basis to discuss and strategize paths forward for all projects assigned to the Contractor. These meetings will not be included under the definition of Project Management and will be compensated by issuance of Task Assignments.

5. Paragraph 23 is hereby deleted in its entirety and replaced with the following:

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 Managers at the following addresses:

Contractor Department WSP USA, Inc. Department of Environmental Protection ATTN: Perry Kelso Waste Cleanup Program 325 Knox Road, Building F ATTN: Don Harris

Suite 140 2600 Blair Stone Road MS#4505 Tallahassee, Florida 32303 Tallahassee, Florida 32399-2400

6. Paragraph 24 is hereby deleted in its entirety and replaced with the following:

The Department's General Contract Coordinator is Don Harris, Phone 850-245-8971. The Contractor's General Contract Coordinator is Perry Kelso, Phone 850-523-0954. The following Contract Managers will be responsible for the services performed under each section within the Bureau of Waste Cleanup:

Hazardous Waste Cleanup and Dry cleaning:

DEP Contract Manager: Benjamin Grubbs, Phone No. 850-245-8967

Rev. 10/10/19

Contractor Contract Manager: Brad Anders, Phone No. 850-523-0954

Site Investigation DEP Contract Manager: Brandie Stringer, Phone No. 850-245-8970 Contractor Contract Manager: Perry Kelso, Phone No. 850-523-0954

Brownfields DEP Contract Manager: Kelly Crain, Phone No. 850-245-8953 Contractor Contract Manager: Steve Elliott, Phone No. 850-435-8925

CERCLA Site Screening DEP Contract Manager: Kelly Crain, phone no. 850-245-8953 Contractor Contract Manager: Steve Elliott, Phone No. 850-435-8925

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

7. Paragraph 25 is hereby deleted in its entirety and replaced with, “See Attachment L, Public Records Requirements, which is attached hereto and hereby incorporated by reference into the Contract.”

8. Paragraph 45 is hereby deleted in its entirety and replaced with the following:

MyFloridaMarketPlace Transaction Fee. The State of Florida, through the Department of Management Services (DMS), has instituted MyFloridaMarketPlace (MFMP), a statewide e-procurement system. Pursuant to Rule 60A- 1.031, Florida Administrative Code, payments under this Contract are exempt from the MyFloridaMarketPlace transaction fee.

9. Paragraph 51 is hereby deleted in its entirety and replaced with the following:

Contractor is required to use the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all employees used by the Contractor under this Contract, pursuant to State of Florida Executive Order No.: 11-116. Also, the Contractor shall include in related subcontracts, if authorized under this Contract, a requirement that subcontractors performing work or providing services pursuant to this Contract utilize the E-Verify system to verify employment eligibility of all employees used by the subcontractor for the performance of the Work.

10. Paragraph 52 is hereby deleted in its entirety and replaced with the following:

A. If Contract value exceeds one (1) million dollars, Contractor certifies that it and any of its affiliates are not scrutinized companies as identified in Section 287.135, F.S. In addition, Contractor agrees to observe the requirements of Section 287.135, F.S., for applicable sub-agreements entered into for the performance of work under this Contract. Pursuant to Section 287.135, F.S., the Department may immediately terminate this Contract for cause if the Contractor, its affiliates, or its subcontractors are found to have submitted a false certification;

or if the Contractor, its affiliates, or its subcontractors are placed on any applicable scrutinized companies list or engaged in prohibited contracting activity during the term of the Contract. As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions then they shall become inoperative.

Disqualification.

B. Contractor certifies that it and its subcontractors are not on the Scrutinized Companies that Boycott Israel List. Pursuant to Section 287.135, F.S., the Department may immediately terminate this Contract at its sole option if the Contractor or its subcontractors are found to have submitted a false certification; or if the Contractor, or its subcontractors are placed on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of the Contract. As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions then they shall become inoperative.

Rev. 10/10/19

11. Paragraph 54 is hereby deleted in its entirety and replaced with the following:

This Contract, and any Change Orders or Amendments thereto, may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf' signature page were an original thereof.

12. The following provision is hereby added to the Contract as a new paragraph 55:

55. Change of Contract Manager. Either party may provide notice to the other party by email identifying a change of a designated Contract Manager and providing the new contact information for the newly designated Contract Manager. Such notice is sufficient to effectuate this change without requiring a written amendment to the Contract.

13. The following provision is hereby added to the Contract as a new paragraph 56:

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

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

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

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

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

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

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

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

14. The following provision is hereby added to the Contract as a new paragraph 57:

57. Inspector General Audit Cooperation. The Contractor understands its duty, pursuant to subsection 20.055(5), F.S., to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing. The Contractor will comply with this duty and ensure that its subcontracts issued under this Contract, if any, impose this requirement, in writing, on its subcontractors.

15. The following provision is hereby added to the Contract as paragraph 58:

58. Tax Exemption. 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

Leslie Reed, Chief of Staff

10/01/2020

Rev. 10/10/19

ATTACHMENT L, PUBLIC RECORDS REQUIREMENTS

A. 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 or 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.

B. 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:

(1) Keep and maintain Public Records required by the Department to perform the service.

(2) 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.

(3) 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.

(4) 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.

(5) 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.

(6) 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 mailto:public.services@floridadep.gov

Exhibit 1, Certificate of Merger