GEC_RFP_No._202606__MSA_for_Catering_Services.pdf

MASTER SERVICES AGREEMENT FOR CATERING SERVICES IN POST-DISASTER ENVIRONMENT

THIS MASTER SERVICES AGREEMENT FOR CATERING SERVICES IN POST-DISASTER ENVIRONMENT SERVICES (the “Agreement”) is made by and between (“Contractor”), and Glades Electric Cooperative, Inc. (GEC).

GEC and Contractor are each referred to in this Agreement individually as a “Party” or collectively as the “Parties.” The Parties, intending to be legally bound, covenant and agree to the terms herein.

TABLE OF CONTENTS

TABLE OF CONTENTS

DEFINITIONS

SCOPE OF SERVICES

TERM

TASK RELEASES

PAYMENT TERMS

TAXES

NO QUANTITY GUARANTEE

CONTRACTOR’S PERSONNEL

SUBCONTRACTING

INDEMNIFICATION

INSURANCE

PROFESSIONAL STANDARDS

LICENSES AND PERMITS

COMPLIANCE WITH LAWS

DEBARMENT AND SUSPENSION

BYRD ANTI-LOBBYING AMENDMENT

CONTRACT WORK AND SAFETY STANDARDS

ENVIRONMENTAL COMPLIANCE

DOMESTIC PREFERENCE REQUIREMENTS

PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE

SERVICES OR EQUIPMENT

AMENDMENTS AND CHANGE ORDERS

TERMINATION FOR CONVENIENCE BY GEC

TERMINATION FOR CAUSE BY GEC

EFFECT OF TERMINATION BY LESS THAN ALL CONTRACTING MEMBERS

REMOVAL OF CONTRACTOR-OWNED EQUIPMENT AND MATERIALS

INDEPENDENT CONTRACTOR

FORCE MAJEURE

SEVERABILITY

ENTIRE AGREEMENT

APPLICABLE LAWS

NOTICES

COPYRIGHT

CAPTIONS

NON-WAIVER

INSPECTIONS AND AUDITS

AMBIGUITIES

SURVIVAL

PARTIES IN INTEREST

ASSIGNMENTS

REMEDIES CUMULATIVE

SIGNATURES

EXHIBIT A: CATERING SERVICES IN POST-DISASTER ENVIRONMENT

EXHIBIT B: TASK RELEASE

EXHIBIT C: FEES

EXHIBIT D: E-VERIFY AFFIDAVIT

DEFINITIONS

In addition to the words and terms defined elsewhere in this Agreement, the following terms have the meanings set out below:

A. “Agreement” means, in controlling order: (1) any written amendments to this Agreement executed by GEC and Contractor; (2) this Agreement between the Parties; (3) all exhibits to this Agreement;

(4) Contractor’s Proposal submitted in response to the Request for Proposals under which this contract was awarded.

B. “Contractor” refers to , including its successors and assigns.

C. “Day(s)” means calendar day, including weekends and legal holidays, whether capitalized or not, unless otherwise specifically provided. In the case of plural “days,” those days will be consecutive.

D. “Effective Date” means the date the Agreement is executed by Contractor and countersigned by

GEC.

E. “Party” or “Parties” means GEC and Contractor who are bound by this Agreement, individually or collectively as indicated in the context by which it appears.

F. “Services” means all services required by, or reasonably inferable from, the Agreement and Exhibit A, including all labor, materials, tools, supplies, equipment, transportation, mobilization and demobilization, insurance, subcontracts, supervision, management, reports, incidentals, quality control, and other items necessary or incidental by Contractor to fulfilling Contractor’s obligations.

G. “Subcontractor” means any person or entity with whom the Contractor contracts to provide any part of the goods, services, or work to be provided by Contractor under this Agreement, including subcontractors of any tier, suppliers, and material men, whether or not in privity with the Contractor.

H. “Task Release(s)” means written authorizations to commence work that will define the scope of work, objective, location, completion timeframe, rates, and other useful information necessary for the Contractor to begin work.

I. “Term” means the entire period during which this Agreement is in effect, starting on the Effective Date and continuing through the final date of termination or expiration of this Agreement, including any renewals or extensions.

J. When not inconsistent with the context, words used in the present tense include the future, words used in the plural number include the singular number, and words in the singular include the plural.

K. The words “must” and “shall” are always mandatory and not merely permissive.

SCOPE OF SERVICES

In consideration of the payments specified in this Agreement, Contractor agrees to provide all labor, material as requested, and supervision necessary to perform the emergency services as described in Exhibit A (the “Services”), as requested by GEC. GEC may request performance of Services by issuing a Task Release as described in Section 3, below.

TERM

This Agreement shall commence on the Effective Date and shall remain in effect for a period of one (1) year (the “Initial Term”), unless earlier terminated in accordance with this Agreement. Upon expiration of the Initial Term, this Agreement shall automatically renew for one (1) additional one-year term (the “Renewal Term”) under the same terms and conditions, unless either Party provides written notice of its intent not to renew at least thirty (30) days prior to the expiration of the Initial Term. The Parties may adjust terms and conditions under the Renewal Term by written amendment consistent with the terms herein.

TASK RELEASES

A. This Agreement describes the terms and conditions under which Services will be performed by Contractor. Contractor will be authorized to commence the provision of Services by GEC’s issuance of one or more Task Releases to Contractor.

B. Each Task Release will describe the specific scope of Services to be performed, specify the rates to be charged consistent with this Agreement, include a price ceiling the Contractor exceeds at its own risk if the work is performed on a time and materials basis, and specify the time period for performance, among other things. Unless otherwise directed by GEC in writing, Contractor shall not commence work under this Agreement until GEC and Contractor have executed a Task Release.

C. Each Task Release shall take the form substantially similar to the Exhibit B, attached hereto. Upon execution by GEC and Contractor, each Task Release shall become a part of this Agreement as to the GEC and Contractor only, and subject to the terms and conditions herein. Any changes or modifications to an executed Task Release, including to the Services to be performed or method, price, or schedule of same may only be made in accordance with the terms herein.

D. Where the terms of a Task Release conflict with the terms of this Agreement, the Task Release prevails.

E. In situations where GEC has established agreements with multiple contractors performing the same work or services described in this Agreement, GEC retains discretion to issue a Task Release to the contractor(s). GEC reserves the right to issue a Task Release to a contractor other than the lowest priced offeror.

PAYMENT TERMS

A. GEC shall pay, and Contractor shall accept, the fees set forth in Exhibit C as full compensation for all Services rendered by Contractor pursuant to a Task Release issued under this Agreement within 30 days of GEC’s receipt, review, and approval of Contractor’s detailed invoice showing services provided during the invoice period. Invoices shall be submitted to GEC designated employee on a monthly basis unless otherwise indicated in the applicable Task Release. All invoices must be submitted with a hard copy of the invoice and an electronic copy (Microsoft Excel format) of the invoice detail. Invoice details will be verified by GEC designated employee before being paid.

B. If GEC deems it necessary, a ten percent (10%) retainage will be withheld from each invoice by GEC until the Contractor’s completion of the work described in the applicable Task Release. In order to release the retainage, Contractor must successfully complete the scope of the applicable Task Release and receive a letter of completion from GEC. Retainage will be held until final reconciliation is complete. Portions of the retainage may be held by GEC to repair damages caused by the Contractor to GEC’s property.

C. GEC may reject a payment request or invoice in writing within 20 business days after the date of receipt, which shall specify the deficiency and the action necessary to correct the deficiency and to make the payment request or invoice proper. Payment of a corrected payment request or invoice, or rejection thereof, shall be made 20 business days after the date the corrected payment request or invoice is stamped as received.

D. GEC may decline to make payment, may withhold funds, and, if necessary, may demand the return of some or all of the amounts it previously paid to Contractor, to protect GEC from loss because of:

i. Defective work not remedied by the Contractor or, in the opinion of GEC, not likely to be remedied by the Contractor;

ii. Claims of third parties against GEC or GEC’s property;

iii. Failure by Contractor to pay Subcontractors or others in a prompt and proper fashion;

iv. Evidence that the balance of the work cannot be completed in accordance with the Agreement or at the agreed rates in Exhibit C;

v. Evidence that the work will not be completed in the time required as indicated in the applicable Task Release;

vi. Recurring or persistent failure to carry out the Services in accordance with the Agreement;

vii. Damage to GEC or a third party to whom GEC is, or may be, liable; or

viii. Recurring or persistent failure to submit required reports or other information requested by

GEC.

E. In the event that GEC makes written demand upon Contractor for amounts previously paid by that GEC as contemplated in this Section, Contractor shall promptly comply with such demand.

F. GEC shall have no duty to third parties to withhold payment to Contractor and shall incur no liability for a failure to withhold funds.

G. If GEC disputes an invoice submitted by Contractor for any reason, including lack of supporting documentation (as may be required by GEC in its sole discretion), GEC shall temporarily delete the disputed item and pay the remainder of the invoice. GEC shall promptly notify Contractor of the dispute and request remedial action. After the dispute is settled, Contractor shall include the settled amount, if any, on a subsequent regularly scheduled invoice or on a special invoice for the disputed item only.

TAXES

Contractor shall be solely responsible for paying all taxes on labor, services, materials and equipment furnished by Contractor as part of the Services and shall not seek reimbursement from GEC for any such sales taxes paid by Contractor. GEC will be liable for any expenses other than those expressly authorized by GEC in this Agreement or in an executed Task Release.

NO QUANTITY GUARANTEE

A. This Agreement does not create an exclusive right in Contractor to perform all services concerning the subject of this Agreement. GEC may procure and execute contracts with other firms for the same, similar, or additional services as those set forth in this Agreement or any Task Release.

B. GEC make no express or implied representations, warranties, or guarantees whatsoever, that any particular quantity, type, task area, or dollar amount of services will be procured or purchased from Contractor through this Agreement or any Task Release; nor does GEC make any express or implied representations, warranties, or guarantees, whatsoever for the amount or value of revenue that Contractor may ultimately derive from or through this Agreement or any Task Release.

CONTRACTOR’S PERSONNEL

Contractor shall replace any of its personnel or subcontractors whose performance, work, or work product under a Task Release is deemed unsatisfactory at the GEC’s discretion.

SUBCONTRACTING

A. Contractor shall require written subcontracts with all subcontractors and suppliers. Contractor shall, if requested by GEC, provide GEC a list of proposed subcontractors for each Task Release issued under this Agreement prior to Contractor starting work. GEC retains the unilateral discretion to approve or object to Contractor’s subcontractor(s). Upon reasonable notice to Contractor from GEC of an objection to a subcontractor, Contractor shall obtain a suitable replacement to the satisfaction of GEC and Contractor shall prohibit the objected-to subcontractor from performing any work pursuant to this Agreement or a Task Release.

B. Contractor shall ensure that all of its subcontractors, and if applicable, its subcontractors’ subcontractors, are competent, properly qualified, and, if required by law, licensed to perform the work contemplated by a Task Release.

C. Contractor is responsible for payment to all subcontractors utilized to render Services under a Task Release. Contractor shall execute release waivers with all subcontractors to release GEC from payment to subcontractors directly. The release waivers for all subcontractors shall be provided to GEC prior to payment to Contractor.

D. Contractor acknowledges that if it intends to enter into subcontracts for any portion of the work under this Agreement, Contractor may, but is not required to, take the steps described in 2 C.F.R.

§ 200.321 to ensure that small business firms, minority business firms, women’s business enterprises, and labor surplus area firms are solicited when possible.

INDEMNIFICATION

A. Contractor agrees to indemnify and hold GEC, its officers, agents, and employees (“Indemnitees”) harmless from any and all losses, liabilities, damages, claims, demands, suits, actions, proceedings, subrogation’s, and expenses, including court costs and reasonable attorneys’ fees, arising from this Agreement or the services performed or goods delivered under this Agreement, which are claimed or made by any person, firm, association or corporation, including employees, workmen, servants or agents of Contractor and its subcontractors, due in whole or in part to conditions, acts, or omissions caused or permitted by Contractor. Contractor further agrees to promptly assume full responsibility for the defense of any and all such suits, actions, or proceedings which may be brought against Contractor or against GEC. In the event GEC’s machinery or equipment is used by Contractor in the performance of any work that might be required under a Task Release, such machinery or equipment shall be considered as being under the sole custody and control of Contractor during the period of such use by Contractor.

B. In the event GEC seeks to have Contractor indemnify and hold GEC harmless for claims or damages which are caused, in whole or in part, by GEC’s own act, omission, or default, and to the extent § 725.06, Florida Statutes, is applicable to this Agreement or a Task Release issued hereunder, the following applies:

i. The indemnification under this Section is limited to the required coverages provided in Section 11 or an amount included in GEC’s Task Release, whichever is greater. GEC and Contractor agree that this limitation bears a reasonable commercial relationship to this Agreement given the potential risk of catastrophic claims which are inherent in the Services contemplated hereunder. GEC and Contractor understand and agree that (i) Contractor will be performing services under this Agreement or a Task Release in an easement or right of way on real property which GEC does not own, (ii) Contractor will be performing utility work, including the repair of overhead electric lines, which is not considered construction, alteration, repair, or demolition of a building, structure, appurtenance, or appliance pursuant to Chapter 725, and (iii) GEC is not an architect, engineer, general contractor, subcontractor, sub-subcontractor, or materialman;

ii. The indemnification under this Section does not require that Contractor to indemnify the Indemnitee for damages to persons or property caused in whole or in part by any act, omission, or default of a party other than Contractor or the Indemnitees;

iii. The indemnification under this Section shall not include claims of, or damages resulting from, gross negligence, or willful, wanton or intentional misconduct of the indemnitee or its officers, directors, agents or employees, or for statutory violation or punitive damages except and to the extent the statutory violation or punitive damages are caused by or result from the acts or omissions of the indemnitor or any of the indemnitor’s contractors, subcontractors, sub-subcontractors, materialmen, or agents of any tier or their respective employees.

C. Notwithstanding anything in this Agreement to the contrary, Contractor and GEC each waive any and all claims against one another for special and consequential damages arising out of or relating to the Agreement.

INSURANCE

A. Contractor shall take out and maintain, and shall require any subcontractor to take out and maintain, throughout the period of this Agreement, insurance of the following minimum types and amounts to protect the Contractor and GEC:

i. As soon as possible, but no less than 48 hours after issuance of a Task Release, Contractor shall furnish each GEC a Certificate of Insurance issued to GEC for “Any and all work performed”.

Certificate should indicate GEC as an Additional Insured with Waiver of Subrogation on the General Liability and Auto policies and a Waiver of Subrogation on the Workers Comp.

Certificate must state the name of insurer, policy number, expiration date, limits of liability and provide at least 30 days written notice of cancellation. Insurance shall be primary and noncontributory over any other insurance available. All policies should be written by an insurance company with an AM Best rating of A-VIII. Policy number shall be referenced on all endorsements. Blanket Endorsements accepted.

ii. Commercial General Liability Insurance, including Contractual Liability, Completed/Products, Broad Form Property Damage, and Contractors Protective Liability, if subcontractors are used.

Minimum limits Bodily Injury, including Death and Property Damage, $1,000,000 each occurrence and $5,000,000 General Aggregate and Products/Comp Aggregate. As soon as possible, but no less than 48 hours after issuance of a Task Release, GEC shall be provided an ADDITIONAL INSURED ENDORSEMENT per CG 20 10, or equivalent, and per CG 20 37, or equivalent, and a WAIVER OF SUBROGATION ENDORSEMENT in favor of GEC. Blanket Endorsements accepted. The limits of insurance required in this Section or any additional insurance requirements included in a Task Release may be satisfied by a combination of primary and umbrella or excess insurance. Umbrella or excess policies shall provide coverage at least as broad as specified for underlying coverages and covering those insured in the underlying policies. There shall be no cross-liability exclusion of claims or suits by one insured against the other. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and no- contributory basis for the benefit of GEC before GEC’s own insurance or self-insurance shall be called upon to protect it as a named insured.

iii. Automotive Liability including Owned, Non-owned and Hired Vehicles: Minimum Limits-Bodily Injury $1,000,000 each person, $1,000,000 each occurrence, and property damage $1,000,000 each occurrence. As soon as possible, but no less than 48 hours after issuance of a Task Release, GEC shall be given an endorsement naming GEC as an ADDITIONAL INSURED per form CA 20 48, or equivalent, and a WAIVER OF SUBROGATION ENDORSEMENT in favor of the GEC. Blanket Endorsements accepted.

iv. Worker’s Compensation Statutory Limits, $500,000.00 each accident, $500,000.00 disease-each employee, and $500,000.00 disease-policy limits. Please confirm on the certificate that the policy covers Florida. As soon as possible, but no less than 48 hours after issuance of a Task Release, GEC shall be provided a WAIVER OF SUBROGATION ENDORSEMENT per WC 00 03 13, or equivalent, in favor of GEC . Blanket Endorsements accepted.

B. GEC shall have the right at any time to require general liability insurance and property damage liability insurance different or greater than those limits required in paragraphs (A)(ii) and (A)(iii) of this Section. In any such event, the additional insurance premium or premiums payable solely as the result of such additional insurance shall be added to the Task Release price.

C. All insurance required by this Section shall be primary over any other insurance coverage available to GEC.

D. GEC’s failure to demand either a certificate of insurance or written endorsement required by this provision is not a waiver of Contractor’s obligations to obtain the required insurance.

PROFESSIONAL STANDARDS

A. Contractor shall take reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury, or loss to, its employees on the job, and others. Contractor shall comply with all applicable provisions of federal, state, and local safety laws, insurance requirements, standard industry practices, the requirements of the operations, and the Agreement. Contractor, directly or through its subcontractors, shall erect and properly maintain at all times, as required by the conditions and progress of the work, necessary safeguards for safety and protection of the public, including securing areas, posting danger signs, placards, labels, or posting other forms of warnings against hazards. When use of hazardous materials or equipment or unusual methods are necessary for execution of the work, or when the work includes the cleanup, remediation and/or removal of bio-solids, biohazards waste, or any hazardous or toxic materials, trash, debris, refuse, or waste, Contractor, its subcontractor(s), and their employees shall be trained and certified as required in the proper handling, use, and care of equipment, materials, and hazardous operations, and shall exercise utmost care and perform such activities under the supervision of properly qualified and competent personnel.

B. Contractor shall promptly remedy damage and loss to property caused in whole or in part by Contractor, its subcontractors of every tier, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable.

LICENSES AND PERMITS

Contractor shall obtain, maintain, and pay for all licenses, permits, and certificates including all professional licenses required by any statute, ordinance, rule, or regulation for performance of the Services. Contractor shall immediately notify GEC of any suspension, revocation, or other detrimental action against any such license, permit, or certificate.

COMPLIANCE WITH LAWS

A. Contractor acknowledges that Federal Emergency Management Agency (“FEMA”) financial assistance will be used to fund this Agreement. Contractor shall not use the U.S. Department of Homeland Security (“DHS”) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.

B. Contractor shall comply with all applicable local, state, and federal laws and regulations, executive orders, FEMA policies, procedures, and directives.

C. The Federal Government is not a party to this Agreement and is not subject to any obligations or liabilities to GEC, the Contractor, or any other party pertaining to any matter resulting from the Agreement.

D. Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to Contractor’s actions pertaining to this Agreement.

DEBARMENT AND SUSPENSION

A. The Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R.

§ 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R.§ 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

B. Contractor shall comply with 2 C.F.R. pt. 180, subpart C and 2C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

C. Contractor has provided a certification regarding debarment and suspension to GEC. This certification is a material representation of fact relied upon by GEC. If it is later determined that Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to GEC, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

BYRD ANTI-LOBBYING AMENDMENT

A. Contractor has signed and provided GEC a Certification Regarding Lobbying consistent with

APPENDIX A, 44 C.F.R. PART 18.

B. Each tier certifies to the tier above that it will not and has not used federally appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the federal awarding agency.

CONTRACT WORK AND SAFETY STANDARDS

To the extent this Agreement involves the employment by Contractor or any of its subcontractors of mechanics or laborers, the following provisions apply:

A. Overtime requirements. No contractor or subcontractor contracting for any part of the Agreement work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

B. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph A of this section the Contractor and any subcontractors responsible therefor shall be liable for the unpaid wages and interest from the date of the underpayment. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchpersons and guards, employed in violation of the clause set forth in paragraph A of this section, in the sum of $32 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph A.

C. Withholding for unpaid wages and liquidated damages.

i. The federal awarding agency or GEC may, upon its own action, or must, upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from Contractor so much of the accrued payments or advances as may be considered necessary to satisfy the liabilities of the prime contractor or any subcontractor for any unpaid wages; monetary relief, including interest; and liquidated damages required by the clause set forth in this paragraph B, any other Federal contract with the same prime contractor, or any other federally assisted contract subject to the Contract Work Hours and Safety Standards Act that is held by the same prime contractor (as defined in 29 C.F.R. § 5.2). The necessary funds may be withheld from the contractor under this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract that is subject to the Contract Work Hours and Safety Standards Act and is held by the same prime contractor, regardless of whether the other contract was awarded or assisted by the same agency, and such funds may be used to satisfy the contractor liability for which the funds were withheld.

ii. The Department has priority to funds withheld or to be withheld in accordance with the above provisions over claims to those funds by

a. A contractor’s surety(ies), including without limitation performance bond sureties and payment bond sureties;

b. A contracting agency for its re-procurement costs;

c. A trustee(s) (either a court-appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a contractor’s bankruptcy estate;

d. A contractor’s assignee(s);

e. A contractor’s successor(s); or

f. A claim asserted under the Prompt Payment Act, 31 U.S.C. 3901-3907.

D. Subcontracts. Contractor or subcontractors shall insert in any subcontracts the clauses set forth in paragraph A through D of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractors or lower tier subcontractors with the clauses set forth in paragraphs A through D of this section. In the event of any violations of these clauses, the prime contractor and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due to any workers of lower-tier subcontractors, and associated liquidated damages and may be subject to debarment, as appropriate.

E. Anti-retaliation. It is unlawful for any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for:

i. Notifying any contractor of any conduct which the worker reasonably believes constitutes a violation of the Contract Work Hours and Safety Standards Act (CWHSSA) or its implementing regulations in this part;

ii. Filing any complaint, initiating or causing to be initiated any proceeding, or otherwise asserting or seeking to assert on behalf of themselves or others any right or protection under CWHSSA or this part;

iii. Cooperating in any investigation or other compliance action, or testifying in any proceeding under CWHSSA or this part; or

iv. Informing any other person about their rights under CWHSSA or this part.

Where the Agreement is subject to the Contract Work Hours and Safety Standards Act, but not to subject to the other statutes in 29 C.F.R. § 5.1 where an additional contract provision is required, the following language applies:

F. Further Compliance with Contract Work Hours and Safety Standards Act:

i. The Contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the Agreement. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid.

ii. Records to be maintained under this provision shall be made available by the Contractor or subcontractor for inspection, copying, or transcription by authorized representatives of the Department of Homeland Security, the Federal Emergency Management Agency, and the Department of Labor, and the Contractor or subcontractor will permit such representatives to interview employees during working hours on the job.

ENVIRONMENTAL COMPLIANCE

A. Contractor shall comply with all applicable standards, ordered, or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 § et seq.).

B. Contractor shall report all violations to GEC and understands and agrees that GEC will, in turn, report each violation as required to assure notification to FEMA and the appropriate Environmental Protection Agency Regional Office.

C. Contractor shall include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

DOMESTIC PREFERENCE REQUIREMENTS

As appropriate and to the extent consistent with law, the Contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this Section must be included in all subcontracts and purchase orders for work or products under this Agreement. For purposes of this Section:

A. ‘‘Produced in the United States’’ means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

B. ‘‘Manufactured products’’ means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES

OR EQUIPMENT

As used in this clause, the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements; roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy, #405-143-1 Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or Services—

A. Prohibitions.

i. Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year2019, Pub. L. No. 115-232, and 2 C.F.R. § 200.216 prohibit the head of an executive agency on or after Aug.13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons.

ii. Unless an exception in paragraph B of this clause applies, the Contractor and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee funds from FEMA to:

a. Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system;

b. Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system;

c. Enter into, extend, or renew contracts with entities that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system; or

d. Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.

B. Exceptions.

i. This clause does not prohibit contractors from providing—

a. A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

b. Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

ii. By necessary implication and regulation, the prohibitions also do not apply to:

a. Covered telecommunications equipment or services that:

(1) Are not used as a substantial or essential component of any system; and

(2) Are not used as critical technology of any system.

b. Other telecommunications equipment or services that are not considered covered telecommunications equipment or services.

C. Reporting requirement.

i. In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph

8.6.3.2 of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information.

ii. The Contractor shall report the following information pursuant to paragraph 8.6.3 of this clause:

a. Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand;

model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

b. Within 10 business days of submitting the information in this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

D. Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts and other contractual instruments.

AMENDMENTS AND CHANGE ORDERS

A. Unless otherwise specified elsewhere in this Agreement, all modifications of this Agreement may only be made by written amendment executed by the Parties (GEC and Contractor).

B. Changes to the work required under a Task Release may be made through issuance of a Change Order, in writing, by GEC. A Change Order may increase or decrease the scope of services or change plans and specifications, as GEC may find necessary to accomplish the general purposes of this Agreement.

i. Whenever a Change Order is issued and executed by both GEC and the Contractor, Contractor shall furnish all material, equipment, and personnel necessary to perform the work described in the Change Order, in accordance with the requirements of this Agreement plus any special provisions, specifications, or special instructions issued to execute the extra work. Contractor may not unreasonably refuse to execute a Change Order.

ii. Contractor shall complete the work within the time prescribed. If no time for completion is prescribed, Contractor shall complete the work within a reasonable time. If the work described in any Change Order causes an unavoidable delay in any other work Contractor is required to perform under this Agreement, Contractor may request a time extension for the completion of the work. GEC’s decision regarding a time extension is final.

TERMINATION FOR CONVENIENCE BY GEC

A. GEC may terminate this Agreement as to itself at any time by giving 10 days’ written notice to Contractor. The terminating Member's right to terminate this Agreement for convenience is cumulative of all rights and remedies which exist now or in the future.

B. On receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all Services to the terminating Member under this Agreement and cancel all existing orders and subcontracts that are chargeable to this Agreement for the terminating Member. As soon as practicable after receiving the termination notice, Contractor shall submit to the terminating Member a final invoice marked “FINAL” showing in detail the Services performed under this Agreement up to the termination date.

C. TERMINATION OF THIS AGREEMENT AND RECEIPT OF PAYMENT FOR SERVICES RENDERED, IF ANY, ARE CONTRACTOR’S ONLY REMEDIES FOR GEC’S TERMINATION FOR CONVENIENCE, WHICH DOES

NOT CONSTITUTE A DEFAULT OR BREACH OF THIS AGREEMENT. CONTRACTOR WAIVES ANY

CLAIM (OTHER THAN ITS CLAIM FOR PAYMENT AS SPECIFIED IN THIS SECTION), IT MAY HAVE

NOW OR IN THE FUTURE FOR FINANCIAL LOSSES OR OTHER DAMAGES RESULTING FROM GEC’S

TERMINATION FOR CONVENIENCE.

TERMINATION FOR CAUSE BY GEC

A. If Contractor defaults under this Agreement, GEC may either terminate this Agreement or allow Contractor to cure the default as provided below. GEC’S right to terminate this Agreement for Contractor’s default is cumulative of all rights and remedies which exist now or in the future.

Default by Contractor occurs if:

i. Contractor fails to perform any of its material duties under this Agreement;

ii. Contractor becomes insolvent;

iii. All or a substantial part of Contractor’s assets are assigned for the benefit of its creditors; or

iv. A receiver or trustee is appointed for Contractor.

B. If a default occurs, a terminating Member may, but is not obligated to, deliver a written notice to Contractor describing the default and the termination date. The terminating Member, at its sole option, may extend the termination date to a later date. If the terminating Member permits Contractor to cure the default and Contractor does so before the termination date, then the termination is ineffective. If Contractor does not cure the default before the termination date, then the terminating Member may terminate this Agreement on the termination date and pay Contractor for all Services properly performed, if any, through such date.

C. To effect final termination, a terminating Member must notify Contractor in writing. After receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue all

Services under this Agreement, and promptly cancel all orders or subcontracts chargeable to this Agreement.

EFFECT OF TERMINATION BY LESS THAN ALL CONTRACTING MEMBERS

GEC’s termination of this Agreement is effective only as to its contract with Contractor. The Agreement shall remain effective as to all other signatory, non-terminating Contracting Members for the remainder of the contract term, unless earlier terminated pursuant to the terms of this Agreement.

REMOVAL OF CONTRACTOR-OWNED EQUIPMENT AND MATERIALS

Upon expiration or termination of this Agreement, Contractor is permitted 10 days within which to remove Contractor-owned material and equipment from GEC’ premises or the job site. GEC shall make such material and equipment readily available to Contractor. The time period may be extended upon approval by GEC as to its premises. GEC reserve the right to deny any extension of time.

INDEPENDENT CONTRACTOR

Contractor shall perform its obligations under this Agreement as an independent contractor and not as an employee of GEC.

FORCE MAJEURE

A. Timely performance by the Parties is essential to this Agreement. However, no Party is liable for reasonable delays in performing its obligations under this Agreement to the extent the delay is caused by Force Majeure that directly impacts GEC or Contractor. The event of Force Majeure may permit a reasonable delay in performance but does not excuse a Party’s obligations to complete performance under this Agreement. Force Majeure means: fires, interruption of utility services required to perform the Services, floods, hurricanes, tornadoes, ice storms, and other natural disasters, explosions, war, terrorist acts against GEC or Contractor, riots, court orders, and the acts of superior governmental or military authority, and which the affected Party is unable to prevent by the exercise of reasonable diligence. The term does not include any changes in general economic conditions such as inflation, interest rates, economic downturn, or other factors of general application; or an event that merely makes performance more difficult, expensive or impractical. Force Majeure does not entitle Contractor to any reimbursement of expenses or any other payment whatsoever.

B. This relief is not applicable unless the affected Party does the following:

i. uses due diligence to remove the effects of the Force Majeure as quickly as possible and to continue performance notwithstanding the Force Majeure; and

ii. provides the other Party with prompt written notice of the cause and its anticipated effect.

C. GEC will review claims that a Force Majeure that directly impacts GEC or Contractor has occurred and render a written decision within seven days. The decision of GEC is final.

D. If affected, GEC may perform contract functions itself or contract them out during periods of Force Majeure. Such performance is not a default or breach of this Agreement by GEC.

E. If the Force Majeure continues for more than five days from the date performance is affected, the affected GEC may terminate the applicable Task Release or the Agreement by giving seven days’ written notice to Contractor. This termination is not a default or breach of this Agreement.

CONTRACTOR WAIVES ANY CLAIM IT MAY HAVE FOR FINANCIAL LOSSES OR OTHER DAMAGES

RESULTING FROM THE TERMINATION EXCEPT FOR AMOUNTS DUE UNDER THE AGREEMENT UP

TO THE TIME THE WORK IS HALTED DUE TO FORCE MAJEURE, INCLUDING, BUT NOT LIMITED TO, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, LOST PROFITS, INEFFICIENCY DAMAGES, REMOBILIZATION CHARGES, AND EXTENDED OVERHEAD.

F. Contractor is not relieved from performing its obligations under this Agreement due to a strike or work slowdown of its employees. Contractor shall employ only fully trained and qualified personnel during a strike.

SEVERABILITY

If any part of this Agreement is for any reason found to be unenforceable, all other parts remain enforceable unless the result materially prejudices the Parties.

ENTIRE AGREEMENT

This Agreement merges the prior negotiations and understandings of the Parties and embodies the entire agreement of the Parties. No other agreements, assurances, conditions, covenants (express or implied), or other terms of any kind, exist between the Parties regarding this Agreement.

APPLICABLE LAWS

A. This Agreement is subject to the laws of the State in which the majority of the work under a Task Release is to be performed, the laws of the federal government of the United States, and all rules and regulations of any regulatory body or officer having jurisdiction.

B. Venue for any litigation relating to this Agreement brought by or against GEC is the county in the State where the GEC’s principal place of business is located.

NOTICES

All notices to any Party to the Agreement must be in writing and must be delivered by hand, United States registered or certified mail, return receipt requested, United States Express Mail, Federal Express, Airborne Express, UPS, or any other national overnight express delivery service. The notice must be addressed to GEC at P.O. Box 519, Moore Haven, FL 33471. Postage or delivery charges must be paid by the Party giving the notice.

COPYRIGHT

If applicable, Contractor grants to GEC a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this Agreement to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by this Agreement but not first produced in the performance of this Agreement, the Contractor will identify such data and grant GEC or acquires on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, Contractor will deliver to GEC data first produced in the performance of this Agreement and data required by the Agreement but not first produced in the performance of this Agreement in formats acceptable to GEC.

CAPTIONS

Captions contained in this Agreement are for reference only, and, therefore, have no effect in construing this Agreement. The captions are not restrictive of the subject matter of any section in this Agreement.

NON-WAIVER

A. If any Party fails to require the other to perform a term of this Agreement, that failure does not prevent the Party from later enforcing that term and all other terms. If either Party waives the other’s breach of a term, that waiver does not waive a later breach of this Agreement.

B. An approval by GEC, or by any other employee or agent of GEC, of any part of Contractor’s performance does not waive compliance with this Agreement or establish a standard of performance other than that required by this Agreement and by law. GEC is authorized to vary the terms of this Agreement.

INSPECTIONS AND AUDITS

A. Contractor shall provide GEC, the FEMA Administrator, the State Emergency Management Agency, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions. Contractor shall keep its books, documents, papers, and records available for this purpose for at least five years after this Agreement terminates or expires. This provision does not limit the applicable statute of limitations.

B. Contractor shall permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

C. Contractor shall provide the FEMA Administrator or his or her authorized representatives access to construction or other work sites pertaining to the work being completed under this Agreement.

D. In compliance with the Disaster Recovery Reform Act of 2018, GEC and the Contractor acknowledge and…