CN-370000-WQ035-A1.pdf

DEP Contract No. WQ035, Amendment No. 1, Page 1 of 8 (Approved Template 05/10/16)

DEP CONTRACT NO. WQ035

AMENDMENT NO. 1

THIS CONTRACT as entered into on the 4th day of February 2016, between the FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION (hereinafter referred to as the “Department”) and DYNAMIC SOLUTIONS, LLC (hereinafter referred to as the “Contractor”) is hereby amended as follows:

― Attachment B–1 Rate Schedule has been revised to add an additional personnel title and hourly rate, and as stated in Compensation Paragraph 5.D., Attachment B-1 is attached hereto and made a part hereof. All references in the Contract to attachment B shall here in after refer to Attachment B-1 as appropriate.

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

10. NOTICE. All notices and written communication between the parties shall be sent 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.

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

11. IDENTIFICATION OF CONTRACT MANAGERS. All matters shall be directed to the Contract Managers for appropriate action or disposition. Any changes to the Contract Manager information identified below must be noticed, in writing, to the other party within ten (10) calendar days of the change. 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. Department and the Contractor Contract Managers and contact information are provided below:

Contractor Department Dynamic Solutions, LLC Department of Environmental Protection 6421 Deane Hill Drive, Suite 1 Water Quality Evaluation and TMDL Program Knoxville, Tennessee 37919 2600 Blair Stone Road, MS# 3555 Attn: Julie A. Wallen Tallahassee, Florida 32399-2400 Phone: (865) 212-3331, Ext. 22 Cell Phone: (865) 604-9325 Email: j-wallen@dsllc.com

Attn: Kevin Petrus Phone Number: (850) 245-8459 Email: kevin.petrus@dep.state.fl.us

― Paragraph 12 is hereby deleted in its entirety and replaced with the following:

12. CORRECTIVE ACTION PLAN. In the event that deliverables are unsatisfactory or are not submitted within the specified timeframe, the Department Contract Manager may, by letter specifying the failure of performance under the Contract, request that a proposed Corrective Action Plan (CAP) be submitted by the Contractor to the Department. All CAPs must be able to be implemented and performed in no more than sixty (60) days.

A. A CAP shall be submitted within ten (10) calendar days of the date of the letter request from the Department. The CAP shall be sent to the Department 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 CAP proposed 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 shall result in the Department’s termination of the Contract for cause as authorized in the Contract.

mailto:j-wallen@dsllc.com mailto:kevin.petrus@dep.state.fl.us

DEP Contract No. WQ035, Amendment No. 1, Page 2 of 8

B. Upon the Department’s notice of acceptance of a proposed CAP, the Contractor shall have ten

(10) calendar days, or longer if specified in the approved CAP, 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 the Contractor, the Department shall retain the right to require additional or further remedial steps, or to terminate the Contract for failure to perform.

No actions approved by the Department or steps taken by the Contractor shall estop the Department from subsequently asserting any deficiencies in performance. 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 Contract Manager.

C. Failure to respond to a Department request for a CAP shall result in suspension or termination of the Contract.

― Paragraph 19 is hereby deleted in its entirety and replaced with the following:

19. TERMINATION.

A. Department may terminate this Contract at any time for cause, in the event of the failure of the

Contractor to fulfill any of its obligations. Prior to termination, the Department shall provide ten

(10) calendar days written notice of its intent to terminate for cause, including the reasons for such, and shall provide the Contractor an opportunity to consult with the Department regarding the reason(s) for termination. Contractor may be afforded the possibility of curing any default at the sole discretion of the Department.

B. The Department may terminate this Contract without cause and for its convenience by giving thirty (30) calendar days written notice to the Contractor. Termination for convenience shall not entitle either party to any indirect, special or resulting damages, lost profits, costs or penalties, and the Contractor shall be entitled only to recover those amounts earned by it for authorized deliverables completed up to the date of termination (or as may be agreed to in writing by the Department for completion of all or any portion of the work in process).

― Paragraph 20 is hereby deleted in its entirety and replaced with the following:

20. 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.

DEP Contract No. WQ035, Amendment No. 1, Page 3 of 8

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.

― Paragraph 21 is hereby deleted in its entirety and replaced with the following:

21. PUBLIC RECORDS.

A. Contractor shall comply with Florida Public Records law under Chapter 119, F.S. Records made or received in conjunction with this Contract are public records under Florida law, as defined in Section 119.011(12), F.S. Contractor shall keep and maintain public records required by the Department to perform the services under this Contract.

B. This Contract may be unilaterally canceled by the Department for refusal by the Contractor to either provide to the Department upon request, or to allow inspection and copying of all public records made or received by the Contractor in conjunction with this Contract and subject to disclosure under Chapter 119, F.S., and Section 24(a), Article I, Florida Constitution.

C. If Contractor meets the definition of “Contractor” found in Section 119.0701(1)(a), F.S.; [i.e., an individual, partnership, corporation, or business entity that enters into a contract for services with a public agency and is acting on behalf of the public agency], then the following requirements apply:

1. Pursuant to Section 119.0701, F.S., a request to inspect or copy public records relating to this Contract for services must be made directly to the Department. If the Department does not possess the requested records, the Department shall immediately notify the Contractor of the request, and the Contractor must provide the records to the Department or allow the records to be inspected or copied within a reasonable time. If Contractor fails to provide the public records to the Department within a reasonable time, the Contractor may be subject to penalties under s. 119.10, F.S.

2. Upon request from the Department’s custodian of public records, Contractor shall provide the Department with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

3. Contractor shall identify and ensure that all 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 records to the Department.

4. Upon completion of the Contract, Contractor shall transfer, at no cost to Department, all public records in possession of Contractor or keep and maintain public records required by the Department to perform the services under this Contract. 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 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 records that are stored electronically must be provided to Department, upon request from the Department’s custodian of public records, in a format that is accessible by and compatible with the information technology systems of Department.

D. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, F.S., TO THE

CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS CONTRACT, CONTACT THE

DEPARTMENT’S CUSTODIAN OF PUBLIC RECORDS by

DEP Contract No. WQ035, Amendment No. 1, Page 4 of 8 telephone at (850) 245-2118, by email at publicservices@dep.state.fl.us, or at the mailing address below.

Department of Environmental Protection Office of the Ombudsman & Public Services Attn: Public Records Request 3900 Commonwealth Blvd, MS 49 Tallahassee, Florida 32399

― Paragraph 33 is hereby deleted in its entirety and replaced with the following:

33. TAX EXEMPTION. Contractor recognizes that the Department is an agency of the State of Florida, which by virtue of its sovereignty is not required to pay any taxes on the services or goods purchased under the terms of this Contract. Department does not pay Federal excise or sales taxes on direct purchases of tangible personal property. Department will not pay for any personal property taxes levied on the Contractor or for any taxes levied on employees’ wages.

― Paragraph 34 is hereby deleted in its entirety and replaced with the following:

34. DISQUALIFICATION.

A. The employment of unauthorized aliens by the Contractor/vendor is considered a violation of

Section 274A(e) of the Immigration and Nationality Act. If the Contractor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this Contract.

Contractor shall be responsible for including this provision in all subcontracts with private organizations issued as a result of this Contract.

B. 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.

C. 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.

― Paragraph 39 is hereby deleted in its entirety and replaced with the following:

39. MYFLORIDAMARKETPLACE TRANSACTION FEE.

A. The State of Florida through the Department of Management Services, has instituted

MyFloridaMarketPlace, a statewide e-procurement system. Pursuant to Section 287.057(22)(c), F.S. (2015), all payments shall be assessed a Transaction Fee which the Contractor shall pay the State unless exempt pursuant to Rule 60A-1.032, F.A.C.

B. For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the vendor. If automatic deduction is not possible, the Contractor shall pay the Transaction Fee pursuant to Rule 60A-

DEP Contract No. WQ035, Amendment No.1, Attachment G, Page 6 of 8

ATTACHMENT B-1

RATE SCHEDULE

On the following page, the Contractor has provided in the proposal in response to the solicitation, fully loaded rates ($/hour), for the personnel classifications/individuals employed by the Contractor and their subcontractors, it intends to use under this Contract. Prices are in U.S. dollars.

Notes: A maximum subcontractor or handling fee (for cost reimbursement items) of five percent (5%) shall be allowed.

The rates listed in the Contractor’s proposal are current and effective during the first two (2) years of the Contract. The Contractor may request an increase in rates each year after the initial period of the Contract, including the possible renewal period(s).

Requests for increases must be submitted at least sixty (60) calendar days prior to the anniversary date of the Contract in order for the request to be considered. Rate increases must be requested in writing to the Department and must be supported by a detailed justification which warrants the requested increase percentage (a maximum of 5% in any one year). The Department shall review the request, and supporting documentation, to determine whether an increase is warranted and, if so, what percentage of adjustment (increases not to exceed 5% in any one year) will be authorized by formal amendment to the Contract.

At any time either party may request a decrease in the rates. Each party shall review the other party’s written request. If an agreement cannot be reached regarding a decrease in the rates, the Contract may be terminated pursuant to paragraph 19, termination for convenience.

The following information pertains to the following rates:

• Daily costs shall reflect a straight eight-hour work day.

• Travel expenses and per diem, if authorized by the Department Contract Manager, shall be in accordance with the requirements contained in Chapter 112.061, F.S., and must be documented by a State of Florida Travel Voucher with appropriate receipts. Reimbursement will be at rates currently allowed for State of Florida employees.

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DEP Contract No. WQ035, Amendment No.1, Attachment G, Page 7 of 8

A. LABOR: Labor costs include overhead, general and administrative, profit and any other related costs.

Table 1 Labor Rate and Associated Costs Table Personnel Title Hourly Rate

Principal/Manager $ 183.70 Senior Program Manager $ 224.00 Program Manager $ 213.60 Associate Program Manager Senior Project Manager $ 171.70 Project Manager $ 150.90 Senior Scientist III Senior Scientist II Senior Scientist I (CDM Smith) $ 115.50 Scientist II $ 97.10 Scientist I (Frydenborg EcoLogic, LLC) $ 89.25 Administrative Assistant $ 42.70 Senior Hydrologic and Hydraulic Modeler $ 176.10 QA/QC Officer $ 192.50 Senior Water Quality Specialist $ 168.40 Hydrologist $ 110.00 Senior Water Resources Engineer/Modeler $127.00 Water Resources Engineer/Modeler $103.30 Senior Environmental Scientist $150.90 Senior Fisheries Biologist/Ecological Modeler $158.10 Fisheries Biologist/Ecological Modeler $ 90.10 Senior Facilitator (CDM Smith) $225.75 Technical Service Manager (CDM Smith) $210.00 Assignment Manager (CDM Smith) $168.05 Task Manager (CDM Smith) $147.00 Senior Engineer I (CDM Smith) $110.25 Project Scientist (CDM Smith) $ 99.75 Senior Project Engineer (CDM Smith) $ 89.25 Staff Engineer (CDM Smith) $ 73.50 Internal QC Reviewer (CDM Smith) $199.50 Senior Modeler (CDM Smith) $194.25 Senior Engineer II (CDM Smith) $173.25 Senior Administrative Support (CDM Smith) $ 68.25 Senior Hydrologic Engineer (SWET) $204.75 Senior Hydrologic Modeler (SWET) $173.25 Senior Biological Scientist (Frydenborg EcoLogic, LLC) $157.50 Senior Water Resources Engineer (Added Amendment No. 1) $156.00

Identify all multipliers included in the above rates by percentage and application. Such rates, with the exception of fee, must be supported by audit.

DEP Contract No. WQ035, Amendment No.1, Attachment G, Page 8 of 8

• Fringe Benefits (must be supported by audit): 29.1 % of Direct Labor

• Overhead/Indirect (must be supported by audit): 106.3 % of Direct Labor

• Fee (maximum of 10%): 10.00 % of Direct Labor

• Subcontractor/Handling Fee (maximum of 5%) 5.00 % of Direct Labor

B. TRAVEL: Authorized travel expenses and Per Diem incurred under a fee schedule/cost reimbursement task assignment must be documented by a State of Florida Travel Voucher with appropriate receipts. Reimbursement will be made in accordance with Section 112.061, F.S. No allowances shall be made for meals when travel is confined to city or town of the official headquarters or immediate vicinity (within fifteen (15) miles of the city or town of the official headquarters) of the contracted personnel.

For fixed price tasks, travel expenses shall be negotiated by both parties and factored into the fixed price amount of the task assignment. No additional travel expenses will be authorized.

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