EXHIBIT_A_FKEC_Terms__Conditions_Without_Bonding.pdf

EXHIBIT A

FLORIDA KEYS ELECTRIC COOPERATIVE

PROFESSIONAL SERVICE AGREEMENT

TERMS & CONDITIONS

Scope of Service:

Awarded Contractor Firm will perform services under this professional service Agreement as requested and authorized by Florida Keys Electric Cooperative Association, Inc. [“FKEC”].

Payment:

For services furnished, FKEC shall pay the awarded Contractor upon submission of invoices the services using a fixed "not to exceed" amount for specified project. FKEC may withhold ten percent (10%) of the projected cost in the event the Contractor exceeds the scheduled completion date. The withheld funds will not be paid until FKEC is satisfied all deliverables are met after the delay.

Contracting Firm's Organizations:

The Contracting Firm is a corporation licensed to operate under the laws of the State of Florida. It is expressly agreed that the corporation may be changed by addition or reduction in the number of the partners or redistribution of the partnership interests. The Contracting Firm may assign the compensation from this Agreement to any other entity.

Professional Services:

1. The Contracting Firm shall be contractor and advisor to FKEC as an independent contractor and shall not be an employee of FKEC. The Contracting Firm shall not be an agent or representative of FKEC except that the Contracting Firm may act as FKEC's agent in providing contracting services to the degree specifically authorized by FKEC.

2. The Contracting Firm represents that the services furnished under this Agreement will in accordance with generally accepted professional practices. Any estimate of cost of operation furnished by the

Contracting Firm shall be the Contracting Firm's opinion based upon its professional judgment and experience. The Contracting Firm makes no other representation or warranty, express or implied.

3. FKEC reserves the right to require the removal from the assigned work any employee of the Contractor if in the judgment of FKEC such removal shall be necessary in order to protect the interest of FKEC. FKEC shall have the right to require the Contractor to increase the number of its employees and to increase or change the amount or kind of tools and equipment if at any time the progress of the work shall be unsatisfactory to FKEC.

Change in Scope and Delay:

If the provisions for payment in the Agreement provide for a fixed fee or a maximum payment for services, such fee or maximum is for the Scope of Services described in the Agreement. If the Scope of Services is modified so that more or less work or time is required, and such modification is accepted by FKEC and the Contracting Firm, the fee or maximum and the time shall be equitably adjusted.

Insurance:

The Contracting Firm shall maintain in effect, professional liability, commercial general liability (bodily injury and property damage) and commercial automobile liability (bodily injury and property damage) insurance with respect to employees and vehicles of the Contracting Firm assigned to the prosecution of work under this Agreement, with each policy having maximum limits described below, and statutory workers' compensation protection. These policies shall include the Additional Insured for Comprehensive

General Liability Insurance Certificate and the Waiver of Transfer of Rights of Recovery Against Others, known as the Waiver of Subrogation and Primary and Non-Contributory wording for the General Liability and Workers Compensation policies. Also if a specific Call for Bids will require the bidder to work over water, using a barge, boat, vessel, or requiring the use of a helicopter or drone, additional insurance coverages will be required.

The Contracting Firm shall supply to FKEC a description of each such insurance policy currently in effect, specifying the amount thereof and, upon any changes thereto; the Contracting Firm shall promptly notify FKEC. The Contracting Firm will obtain and thereafter maintain in effect, if reasonably available, such additional insurance as may be requested by FKEC, the cost of which shall be reimbursed by FKEC.

FKEC is required to be the Certificate Holder for each policy with coverage limits for each type of peril that will be requested from the bidder and any sub-contractor the bidder may employ:

• General Liability - $2,000,000 each occurrence

• Worker’s Comp - $500,000 each accident

• Auto - $2,000,000 each accident

• Maritime Employers Liability-MEL (for barge, boat or vessel and contractor’s employees or sub-contractor employees working aboard such vessels) $1,000,000 each accident in addition to the normal Worker’s Comp and General Liability

• Protection & Indemnity-P&I (for vessel owners) $1,000,000 each accident in addition to the normal Worker’s Comp and General Liability

• Hull Coverage — marine or aviation insurance covering damage sustained to an insured vessel or airplane, equal to the value of the owned vessels

• Slung Cargo coverage – covering cargo that could potentially be dropped from the helicopter

$1,000,000 each occurrence

• Vessel Pollution Policy - $5,000,000 each occurrence

• U.S. Longshore Act & Harbor Worker’s Compensation Act (USL&H) – Limits are not applicable

• Aircraft Insurance – value of the owned craft

Liability:

In partial but specific consideration of the execution of this Agreement, FKEC and Contracting Firm agree as follows:

1. The Contracting Firm shall indemnify and hold all harmless FKEC and its governing board, officers, and employees from all claims, expenses and liability, following operation of applicable rights of contribution, arising out of negligent acts, errors or omissions of the Contracting Firm and its employees, including claims made by employees of the Contracting Firm.

2. FKEC shall indemnify and hold harmless the Contracting Firm, its partners, officers, employees and subcontractors from all claims, expenses and liability, following operation of applicable rights of contribution, arising out of neglect acts, errors or omissions of FKEC and its employees, including claims made by employees of FKEC.

3. In any and all claims an employee of the Contracting Firm or FKEC, the indemnification obligation under this paragraph entitled "liability" shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts.

4. FKEC and the Contracting Firm acknowledge and agree that none of the services provided by the

Contracting Firm under this Agreement are intended to pertain to conditions with respect to the safety of the Utility, technical adequacy of any design not provided by the Contracting Firm, or conformance by FKEC with agreements, codes, permits, rules, or regulations relating to the ownership, operation and maintenance of the properties comprising the Utility (except for any obligations specifically assumed or contracted for by the Contracting Firm pursuant to special provisions of a Professional Services Agreement and except as may be prescribed by the rules of practice for a professional Firm by the Florida Institute of

Contracting Firms for services provided under the Agreement).

Suspension or Termination of Services:

FKEC or the Contracting Firm may suspend or terminate any or all services covered in this Agreement at any time upon a ten (10) day written notice in which event FKEC shall pay the Contracting Firm upon submission of invoices for all services rendered and expenses incurred to the effective date of such suspension or termination. This agreement may be terminated with cause by either party with a thirty (30) day written notice.

Disposition of Documents:

1. Upon completion of the services provided under this Agreement, the Contracting Firm shall deliver to

FKEC one copy of all Reports and Analysis. The originals of all Reports, Analysis shall be retained by the

Contracting Firm and upon request by FKEC; the Contracting Firm will furnish copies to FKEC at actual cost of duplication and mailing. If such Reports and Analysis or reproductions thereof, or any other items relating to the services of the Contracting Firm are changed in any way or used by FKEC for any other project or purpose, FKEC shall indemnify, defend and hold harmless the Contracting Firm from all loss, damage, liability of expense arising out of such change or use.

2. Except as specifically provided to the contrary in this Agreement, all computer programs, computer code and documents related thereto (''computer software'') developed by or used by the Contracting Firm in conjunction with the Contracting Firm's work hereunder shall remain the sole and exclusive property of the Contracting Firm, and FKEC shall have no right or title to or interest in such computer software. In the event the Contracting Firm releases any such computer software to FKEC, FKEC shall protect the confidentiality of such computer software and shall not release or divulge such computer software to any other person or organization or let any other person or organization use such computer software. In the event FKEC uses any such computer software or allows such computer software to be used by others, FKEC shall indemnify and hold harmless the Contracting Firm from all loss, damage, liability or expense arising out of such use.

Severability and Heading:

1. If any part of this Agreement, including, but not limited to, any provision, paragraph, clause, phrase or words, is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said laws, but the remainder shall be given full force and effect.

2. The descriptive headings used in this Agreement have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms and provisions of this Agreement.

Notice:

All notices relating to this Agreement shall be in written form delivered in person or by Express Mail, Registered or Certified United States Mail, postage prepaid, to the Contracting Firm or to FKEC to the attention of its chief executive officer at the last business address of the Florida office of the addressee known to the sender.

Applicable Law:

This Agreement shall be interpreted in accordance with the law of the State of Florida.

Changes:

Any proposed changes to the scope, terms, or price of this Agreement must be explicitly agreed to, in writing, by both parties. FKEC will conduct an internal cost or price analysis prior to approving to any requested changes. “Cardinal” or out-of-scope changes may result in the termination of this Agreement.

Remedies:

Nothing in this Agreement otherwise prevents FKEC from utilizing any available remedies, administrative, contractual, or legal, where the Contracting Firm has been found to have violated or breached the terms of this Agreement, subject to the Limitation of Liability provisions contained within this document.

Access to Records:

The following access to records requirements apply to the Contracting Firm, which includes its successors, transferees, assignees, and subcontractors: (a) the Contracting Firm agrees to provide the FKEC, the State of Florida, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records which are directly pertinent to this Agreement for the purpose of making audits, examinations, excerpts, and transcriptions; (b) the Contracting Firm agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed; and (c) Contracting Firm agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under this Agreement.

Performance and Payment Bonding:

For construction and facility contracts exceeding the federal simplified acquisition threshold, the contracting firm must maintain the following bonds:

1. Performance Bond. There must be a performance bond on the part of the contractor for 100 percent (100%) of the contract price.

2. Payment Bond. There must be a payment bond on the part of the contractor for 100 percent (100%) of the contract price.

An authorized representative of FKEC will indicate below, by selection, whether the bonding requirements are applicable to this contract, prior to executing the Agreement.

☐ Performance and Payment Bonding ARE applicable to this contract

☒ Performance and Payment Bonding ARE NOT applicable to this contract

Applicability of Additional Federal Contract Provisions and Requirements:

Contractor acknowledges that for any procurement involving federal financial assistance, FKEC will include contract clauses as required by 2 C.F.R. Part 200, Appendix II and any other applicable law or regulation in effect at the time of contract execution. These clauses shall apply only to the extent required by law.

FKEC has adopted a companion Addendum to Appendix II – Notice of Applicability, which provides additional guidance on the evolving nature of these federal requirements. The Addendum is included within this solicitation on the following page.

Addendum to Appendix II to 2 C.F.R. Part 200-Contract Provisions for non-Federal Entity Contracts

Under Federal Awards Notice of Applicability

For all federally funded procurements and contracts/agreements, FKEC will include contract provisions as required by the current and understood to be effective version 2 C.F.R. Part 200, Appendix II, as well as any additional provisions required by the awarding agency or applicable law at the time of contract execution.

FKEC recognizes that the scope, applicability, and enforceability of certain federal contract clauses may evolve due to administrative rulemaking, executive orders, or judicial interpretation. Accordingly:

• Only those clauses that are required by applicable law, regulation, or funding conditions in effect at the time of contract execution will be incorporated;

• Contract templates will be reviewed periodically and revised to reflect the current legal and regulatory framework.

FKEC will include language in the contract indicating that such clauses are incorporated “to the extent applicable by federal law.” All contractors should consult with their legal counsel on specific issues relating to the applicability of state and federal laws to their performance of any contracts.