Glades_Storm_Contract_-_Base_Camp_Services_in_Post_Disaster_Environment_Contractor_-_Template.pdf

Master Services Agreement for Emergency Services between

Glades Electric Cooperative, Inc.

and

[contractor name]

MSA No. [contract #]

Effective Date: MM/DD/YY Expiration: 12/31/2025

Accounting Department

P.O. Box 519 Moore Haven, FL 33471

Master Services Agreement

[contractor name]

MSA # [contract

Contents General Terms & Conditions

Section 1. Definitions

Section 2. Task Releases

Section 3. Bonding Requirements

Section 4. Laws, Regulations & Industry Standards

Section 5. Personnel & Communications

Section 6. Right to Alter Work

Section 7. Security Requirements

Section 8. Payment for Services

Section 9. Conflicts of Interest

Section 10. Insurance

Section 11. Warranties

Section 12. Indemnifications & Limitation of Liability

Section 13. Term & Termination

Section 14. Dispute Resolution

Section 15. Confidential Information

Section 16. Miscellaneous

Signatures

Exhibit A. Form of Task Release

Section 1. Scope of Services

Section 2. Time to Perform

Section 3. Compensation & Reimbursement for Expenses

Section 4. Designated Representatives & Addresses for Notices

Section 5. Special Stipulations

Section 6. Signatures

Exhibit B. Compensation / Rates

[contractor name]

THIS MASTER SERVICES AGREEMENT (herein “Agreement”) is made and entered into this day of , 2025 (“Effective Date”), by and between Glades Electric Cooperative, Inc. (herein “GEC”) and [contractor name] (herein “Contractor”) (collectively, the “Parties”). Whereas, Contractor represents that it has sufficient experience, personnel and equipment to perform, and GEC desires Contractor to perform, the services herein described, and in consideration of the mutual undertakings herein contained, the Parties, intending to be legally bound, covenant and agree to the General Terms and Conditions and Exhibits indicated herein, and any Task Releases issued by GEC, which are incorporated into and included within this Agreement as follows:

Section 1 Definitions Section 11 Warranties Section 2 Task Releases Section 12 Indemnification & Limitation of Liability Section 3 Bonding Requirements Section 13 Term & Termination Section 4 Laws, Regulations & Industry Standards Section 14 Dispute Resolution Section 5 Personnel & Communication Section 15 Confidential Information Section 6 Right to Alter Work Section 16 Miscellaneous Section 7 Security Requirements Exhibit A Form of Task Release Section 8 Payment for Services Exhibit B Debarment Certification Section 9

Section 10 Conflicts of Interest Insurance

Exhibit C Exhibit D

Lobbying Certification Compensation / Rates

General Terms & Conditions

Section 1. Definitions For the purpose of this Agreement, the following definitions shall apply unless the context clearly indicates otherwise. All capitalized terms used in this Agreement that are not defined in this Section shall have the definitions set forth elsewhere herein, including the Exhibits to this Agreement.

a. “Agreement” refers to this Master Services Agreement, which includes these General Terms and Conditions and any Task Release(s) issued by GEC and executed by the Parties pursuant to the Agreement, the Request for Proposals associated with this Agreement, all referenced and included Exhibits and any other documents approved by the Parties for inclusion in the Agreement.

b. “Confidential Information” has the meaning set forth in Section 15 of this Agreement.

c. “Contractor” is the Party identified as such in Paragraph 1 of this Agreement.

d. “Designated Representative” has the meaning set forth in Section 5 of this Agreement.

e. “Effective Date” means the date set forth in the first paragraph of this Agreement.

f. “FEMA” is the Federal Emergency Management Agency.

g. “Governmental Authority” means any local, state, regional, federal or national administrative, legal, judicial or executive agency, commission, department or other governmental entity.

h. “NERC” means the North American Electric Reliability Corporation.

i. “OSHA” means the Occupational Health and Safety Administration.

[contractor name]

j. “Services” means all work and services, including all labor, supervision, transportation, tools, materials, equipment, facilities, power, communications, provisions and other services and supplies necessary for, or incidental to, the performance of such services, to be performed by Contractor pursuant to this Agreement and as further described in a Task Release.

k. “Subcontractor” means any subcontractor, manufacturer, vendor, supplier, materialman or similar entity who contracts with the Contractor to perform any of the Services under, or provide any of the supplies or materials required in connection with, this Agreement.

l. “GEC” means Glades Electric Cooperative, Inc., a Party to this Agreement.

Section 2. Task Releases

a. GEC and Contractor have entered into this Agreement which specifies the terms and conditions under which Services will be performed under individual requests for Services. Any such requests will be captured by GEC’s issuance of one or more Task Releases requesting Services to be performed by Contractor. Such Services must be performed on or for GEC facilities, land and/or personnel.

b. Each Task Release will describe the Scope of Services, rates, and other compensation as applicable and other information.

c. Each Task Release is a contract, in a form substantially similar to Exhibit A attached hereto, between GEC and Contractor issued pursuant to this Agreement. Every Task Release issued pursuant to this Agreement are subject to the terms, provisions and conditions in this Agreement. Any changes or modifications to a Task Release, including to the Services to be performed or method, price, or schedule of same, must be reasonable for completion of the scope of the Task Release and may only be made upon written agreement of the Parties.

d. In situations where GEC has established this Agreement with multiple Contractors performing the same work or service, GEC may give preference to one or more contractors based on a determination of best value to GEC which will include an evaluation of factors as described in the Request for Proposals. GEC reserves the right to issue a Task Release to a contractor other than the lowest priced offer or based on such determinations.

Section 3. Bonding Requirements

a. The work contemplated by this Agreement is considered emergency in nature and therefore not subject to any Bonding Requirements.

i. Notwithstanding Section 3a, if at any time during completion of Services under this

Agreement or any Task Release, Services being performed are deemed to include construction or facility improvement projects or subcontracts exceeding the Simplified Acquisition Threshold as defined by 48 C.F.R. Subpart 2.1 (currently defined as $150,000), or if for any other reason GEC determines it necessary, GEC reserves the right to require the following:

[contractor name]

ii. A performance bond on the part of Contractor for one hundred percent (100%) of the contract price as indicated in the applicable Task Release(s). A “performance bond” is one executed in connection with a contract to secure the fulfillment of all Contractor’s obligations under such contract.

iii. A payment bond on the part of Contractor for one hundred percent (100%) of the contract price as indicated in the applicable Task Release(s) for construction or facility improvement. A “payment bond” is one executed in connection with a contract to assure payment as required by law of all persons supplying labor and material in the execution of the work provided for in the contract.

Section 4. Laws, Regulations & Industry Standards

a. Parties acknowledge that FEMA financial assistance may be used to fund Services or any project(s) governed by this Agreement. Parties will comply with all applicable federal, state and local laws, regulations, executive orders, ordinances, reliability standards, FEMA policies, procedures and directives, and other mandates of Governmental Authorities in performing Services under this Agreement.

b. Contractor must consistently perform the Services with skill and care in accordance with industry standards for Contractor’s industry.

c. Contractor must provide a safe working environment. Contractor shall comply with all laws, regulations, ordinances and governmental mandates relating to safety, including, but not limited to, safety standards established and promulgated under the Federal Occupational Safety and Health Act of 1970 and associated regulations and the National Electrical Safety Code (NESC).

Contractor is responsible for locating and identifying all overhead and underground utilities prior to commencing the Services. Before performing any Services inside any substation, the Contractor shall also notify GEC at [phone number].

d. OSHA requires the disclosure and exchange of certain information regarding hazardous conditions that may be present or arise depending on the project, the work site, the scope of Services or other factors. In the event that GEC determines that certain factors require any disclosure pursuant to applicable OSHA rules or regulations, GEC shall provide Contractor with a Hazard Information Sheet at or near the time the Contractor arrives on site and receives its safety briefing.

e. Permits, Licenses, and Regulatory Authorizations. Contractor must comply with all laws and regulations pertaining to obtaining and maintaining occupational licenses. Contractor must comply with the terms of all permits, licenses, and regulatory authorizations governing the Services under any Task Releases.

f. Equal Employment Opportunity. During the performance of this Agreement, Contractor agrees as follows:

i. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, [contractor name] or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

ii. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

iii. The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information.

iv. The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

v. The Contractor will comply with all provisions of Executive Order 11246 of

September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

vi. The Contractor will furnish all information and reports required by Executive Order

11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

[contractor name]

vii. In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

viii. The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor.

The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

g. Required Consideration for Subcontractors. If Contractor intends to subcontract any portion of the Services covered by this Agreement, the Contractor must seek approval in writing from GEC on all tiers of Subcontractors. Contractor must also take all necessary affirmative steps to assure that small and minority businesses, women’s business enterprises and labor surplus area firms are solicited and used when possible. Affirmative steps must include:

i. placing qualified small and minority businesses and women’s business enterprises on solicitation lists;

ii. assuring that small and minority businesses, and women’s business enterprises are solicited whenever they are potential sources;

iii. dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women’s business enterprises;

iv. establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women’s business enterprises; and

v. using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.

h. Compliance with the Contract Work Hours and Safety Standards Act.

[contractor name]

i. Overtime requirements. No Contractor or Subcontractor contracting for any part of the work under this Agreement 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.

ii. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (i) of this section, Contractor and any Subcontractor responsible therefor shall be liable for the unpaid wages. In addition, Contractor and Subcontractor shall be liable to the United States (in the case of work done under contract for the District of Colombia or a territory, to such District or such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (i) of this section, in the sum of $10 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 (i) of this section.

iii. Withholding for unpaid wages and liquidated damages. GEC shall upon its own action or upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld, from any moneys payable on account of work performed by Contractor or Subcontractor under any such contract or any other Federal contract with the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (ii) of this section.

iv. Subcontracts. Contractor or Subcontractor shall insert in any subcontracts the clauses set forth in paragraph (i) through (iv) of this section and also a clause requiring the Subcontractors to include these clauses in any lower tier subcontracts. Contractor shall be responsible for compliance by any Subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (i) through (iv) of this section.

i. Compliance with the Davis-Bacon Act.

CONTRACTOR agrees that it shall comply with the Davis-Bacon Act (40 USC 3141-3144 and 3146- 3148) as supplemented by the Department of Labor regulations (29 CFR Part 5, 11Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction").

In accordance with the statute, CONTRACTOR is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, CONTRACTOR shall pay wages not less than once a week.

CONTRACTOR agrees that, for any Task Order to which this requirement applies, the Contract is conditioned upon CONTRACTOR's acceptance of the wage determination.

[contractor name]

j. Compliance with the Cop land "Anti-Kickback" Act. When required by Federal program legislation, CONTRACTOR agrees that it shall comply with the Copeland "Anti-Kickback" Act (40 USC 3145), as supplemented by the Department of Labor regulations (29 CFR Part 3, "CONTRACTORS and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States") 1nd are incorporated by reference into this Agreement.

i. CONTRACTOR The CONTRACTOR shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this Agreement.

ii. SUBCONTRACTS The CONTRACTOR or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime CONTRACTOR shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.

iii. BREACH A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a CONTRACTOR and subcontractor as provided in 29 C.F.R. § 5.12.

k. Compliance with Rights to Inventions Made Under a Contract or Agreement As required by Federal program legislation, CONTRACTOR agrees to comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by FEMA.

l. Compliance with the Clean Air Act and Federal Water Pollution Control Act. Contractor shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C.

§7401-7671q) and the Federal Water Pollution Control Act (33 U.S.C. § 1251-1387), as amended.

Contractor must report each violation made by Contractor or its Subcontractors in writing to GEC’s Designated Representative and understands and agrees that GEC will, in turn, report each violation as required to assure notification to the Florida Division of Emergency Management, FEMA, and the appropriate Environmental Protection Agency Regional Office. Contractor agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FEMA.

[contractor name]

m. Suspension and Debarment.

i. This contract is a covered transaction for purposes of 2 CFR pt. 180 and 2 CFR pt. 3000. As such Contractor is required to verify that none of Contractor, its principals (defined at 2 CFR § 180.995), or its affiliates (defined at 2 CFR § 180.905) are excluded (defined at 2 CFR § 180.940) or disqualified (defined at 2 CFR § 180.935).

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

iii. Contractor must complete the certification attached hereto as Exhibit B. This certification is a material representation of fact relied upon by GEC. If it is later determined that the contractor did not comply with 2 CFR pt. 180, subpart C and 2 CFR

pt. 3000, subpart C, in addition to remedies available to the Florida Division of Emergency Management, GEC, and the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

n. Compliance with the Byrd Anti-Lobbying Amendment. Contractors who apply or bid for an award of $100,000 or more shall file the required certification, attached hereto as Exhibit C. Each tier certifies to the tier above that it will not and has not used Federal 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 USC § 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 of the Federal award. Where applicable, Contractor represents and agrees that it:

i. has read and understood Exhibit C;

ii. “will have all tiers of subcontractors sign and deliver the certification; and will perform all of the requirements set forth in the certification.

o. Protection to Persons and Property. Contractor shall at all times take all reasonable precautions for the safety of employees on the work and of the public, and shall comply with all applicable provisions of federal, state, and local laws, rules, and regulations and building and construction codes, in addition to the Contractor’s safety rules and procedures. The following provisions shall not limit the generality of the above requirements:

i. Contractor shall at no time and under no circumstances cause or permit any employee of Contractor to perform any work upon energized lines, or upon poles carrying energized lines, unless otherwise specified in writing by GEC.

ii. Contractor shall transport and store all material in facilities and vehicles which are designed to protect the material from damage. Contractor shall ensure that all vehicles, trailers, and other equipment comply with all applicable licensing, traffic, and highway requirements.

[contractor name]

iii. Contractor shall complete all work so as to cause the least possible obstruction of public highways.

iv. Contractor shall provide and maintain all such guard lights and other protection for the public as may be required by applicable statutes, ordinances, and regulations or by local conditions.

v. Contractor shall do all things necessary or expedient to properly protect any and all parallel, converging, and intersecting lines, joint line poles, highways, and any and all property of others from damage, and in the event that any such parallel, converging and intersecting lines, joint line poles, highways, or other property are damaged in the course of work, Contractor shall at its own expense restore any or all of such damaged property immediately to as good a state as before such damage occurred.

vi. Where the right-of-way of the project traverses cultivated or grazing lands, Contractor shall limit the movement of its crews and equipment so as to cause as little damage as possible to crops, orchards, or property and shall endeavor to avoid marring the lands. All fences which are necessarily opened or moved during work shall be replaced in as good condition as they were found and precautions shall be taken to prevent the escape of livestock. Except as otherwise provided in the descriptions of underground plowing and trenching assembly units, Contractor shall not be responsible for loss of or damage to crops, orchards, or property (other than livestock) on the right-of-way necessarily incident to the work and not caused by negligence or inefficient operation of Contractor.

Contractor shall be responsible for all other loss of or damage to crops, orchards, or property, whether on or off the right-of-way, and for all loss of or damage to livestock caused by the work.

vii. The right-of-way for purposes of this said section shall consist of an area extending 5-30 feet on both sides of the center line of the poles along the route of the project lines, plus such area reasonably required by Contractor for access to the route of the project lines from public roads to carry on construction activities.

viii. The project, from the commencement of work to completion, or to such earlier date or dates when GEC may take possession and control in whole or in part as hereinafter provided shall be under the charge and control of Contractor and during such period of control by Contractor all risks in connection with the work and the materials to be used therein shall be borne by Contractor. Contractor shall make good and fully repair all injuries and damages to the project or any portion thereof under the control of Contractor by reason of any act of God or other casualty or cause whether or not the same shall have occurred by reason of Contractor's negligence.

a To the maximum extent permitted by law, Contractor shall defend, indemnify, and hold harmless GEC and GEC's managers, officers, and employees from all claims, causes of action, losses, liabilities, and expenses (including reasonable attorney's fees) for personal loss, injury, or death to persons (including but not limited to Contractor's employees) and loss, damage to or destruction of

[contractor name]

GEC’s property or the property of any other person or entity (including but not limited to Contractor's property) to the extent caused by the negligence or other fault of Contractor, its subcontractors and suppliers of any tier. But nothing herein shall be construed as making Contractor liable for any injury, death, loss, damage, or destruction caused by the sole negligence of GEC.

b To the maximum extent permitted by law, Contractor shall defend, indemnify, and hold harmless GEC and GEC's managers, officers, and employees from all liens and claims filed or asserted against GEC, its directors, officers, and employees, or GEC's property or facilities, for services performed or materials or equipment furnished by Contractor, its subcontractors and suppliers of any tier, and from all losses, demands, and causes of action arising out of any such lien or claim.

Contractor shall promptly discharge or remove any such lien or claim by bonding, payment, or otherwise and shall notify GEC promptly when it has done so. If Contractor does not cause such lien or claim to be discharged or released by payment, bonding, or otherwise, GEC shall have the right (but shall not be obligated) to pay all sums necessary to obtain any such discharge or release and to deduct all amounts so paid from the amount due Contractor.

c Contractor shall provide to GEC's satisfaction evidence of Contractor's ability to comply with the indemnification provisions of subparagraphs a and b above, which evidence may include but may not be limited to a bond or liability insurance policy obtained for this purpose through a licensed surety or insurance company.

ix. Any and all excess earth, rock, debris, underbrush, and other useless materials shall be removed by Contractor from the site of the project as rapidly as practicable as the work progresses.

x. Upon violation by Contractor of any of the provisions of this section, after written notice of such violation given to Contractor by GEC, Contractor shall immediately correct such violation. Upon failure of Contractor so to do, GEC may correct such violation at Contractor's expense: Provided, however, that GEC may, if it deems it necessary or advisable, correct such violation at Contractor's expense without such prior notice to Contractor.

p. Immigration and Naturalization Act Contractor shall not knowingly employ unauthorized alien workers in violation of 8 USC §1324a(e) [§74A(e) of the Immigration and Nationality Act] and such employment of unauthorized aliens shall be grounds for unilateral termination of the Agreement.

[contractor name]

q. Prohibition on Contracting for Covered Telecommunications Equipment or Services

i. Definitions. 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 (Interim), as used in this clause—

ii. Prohibitions a Section 889(b) of the John S. McCain National Defense Authorization

Act for Fiscal Year 2019, 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.

b Unless an exception in paragraph (c) of this clause applies, the contractor and its subcontractors may not use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency Management Agency to:

• (i) 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;

• (ii) 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;

• (iii) 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

• (iv) 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.

iii. Exceptions a This clause does not prohibit contractors from providing—

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

• (ii) 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.

[contractor name] b By necessary implication and regulation, the prohibitions also do not apply to:

• (i) Covered telecommunications equipment or services that:

• i. Are not used as a substantial or essential component of any system; and

• ii. Are not used as critical technology of any system.

• (ii) Other telecommunications equipment or services that are not considered covered telecommunications equipment or services

iv. Reporting requirement a 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 (d)(2) of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information.

b The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause:

• (i) 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.

• (ii) Within 10 business days of submitting the information in paragraph (iv)(b)(i) of 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.

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

r. Domestic Preference: 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. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products.

[contractor name]

i. For purposes of this clause:

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 mean 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.

s. Procurement of Recovered Materials:

i. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired competitively within a timeframe providing for compliance with the contract performance schedule; meeting contract performance requirements; or at a reasonable price.

ii. Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines webpage:

https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program.

iii. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.”

[contractor name]

Section 5. Personnel & Communications

a. Training, Experience, and Responsibility. While performing Services under any Task Release(s) issued pursuant to this Agreement, Contractor must ensure that all personnel hired by Contractor and its Subcontractors are well qualified and have sufficient training and experience to perform the Services in a competent and efficient manner. Contractor shall be fully responsible for and liable for any acts or omissions of Subcontractors while performing Services.

b. Contractor Responsibility. By signing this Agreement and any resulting Task Release(s), Contractor expressly and knowingly agrees and acknowledges that Contractor will be held responsible for the work of any Subcontractor(s) that is brought in to assist with the Services to be performed.

Contractor also expressly and knowingly agrees and acknowledges that Contractor will be responsible for ensuring that any Subcontractor complies with all terms of this Agreement and any resulting Task Release(s), including, but not limited to, the provisions of Section 4.

c. Designated Representatives. When a Task Release is issued pursuant to this Agreement, GEC and Contractor will each designate an employee who will function as Designated Representative for the Services. The Designated Representatives will be primarily responsible for communicating with and providing necessary assistance to the other Party. The Designated Representatives have full power to implement this Agreement and any Task Releases and to approve any changes to the work. Each Party is entitled to rely upon information supplied and decisions made by the Designated Representatives. In the event a Party’s Designated Representative will not serve as that Party’s contact for day-to-day communications, such Party shall identify in writing the individual(s) who will serve in such capacity.

d. In the event that the Contractor is made aware of any event that involves bodily injury, extraordinary illness, property damage, system damage, sabotage, vandalism or theft in the project area, Contractor shall immediately notify GEC’s Designated Representative.

e. All notices, letters, and other communications between the Parties shall be in writing, which may be delivered electronically to the Parties’ Designated Representatives; provided, however, that notices, letters and other communications between the Parties regarding termination, assignment, or contract disputes shall be addressed and delivered by U.S. mail, certified mail, or any commercial delivery service to the Parties’ Designated Representatives at the addresses identified on the signature page of the Agreement or in the Task Releases for the applicable project. All notices shall be deemed effective upon receipt, unless otherwise specified in the notice.

f. Request for emergency services will include crew and equipment rosters. These rosters will be reviewed and accepted electronically. Any personnel, classification, or equipment not authorized by GEC in advance will not be reimbursed on Contractor invoicing.

Section 6. Right to Alter Work Upon written notice to Contractor, GEC may terminate, suspend, delay, interrupt, and/or supplement with additional crews all or any part of the Services performed by Contractor under a Task Release issued by GEC for any period of time and for any reasons, including safety concerns.

[contractor name]

Section 7. Security Requirements

a. Contractor shall comply, and shall cause all Subcontractors to comply, with all security policies and requirements (including cyber and physical security policies and requirements) provided to Contractor by GEC, as such policies and requirements may be amended from time to time. In the event any employees of Contractor or its Subcontractors have or are anticipated to have

(i) authorized cyber access to computers, systems, networks, equipment, and technology of GEC;

(ii) authorized unescorted physical access in specified areas of GEC facilities; or (iii) access to GEC protected information, Contractor shall comply, and shall cause all Subcontractors to comply, with the security requirements promulgated by NERC or any successor organization, to the extent applicable and as such requirements are communicated to Contractor by GEC.

b. Contractor shall take all reasonable measures to protect real and personal property against theft and vandalism including, but not limited to: (i) all real and personal property of GEC; (ii) GEC-furnished materials or equipment; and (iii) all equipment, materials, supplies and other items to be used in, or that are a part of, any Task Releases. Specific measures that Contractor shall provide to protect real and personal property against theft and vandalism may be identified in a Task Release.

Section 8. Payment for Services

a. Compensation and Billing. Contractor’s compensation for Services will be documented in a Task

Release issued under this Agreement. Invoices must reflect the unit prices or time and equipment rates listed in Exhibit D, as provided by Contractor in its bid proposal, and accepted by GEC. GEC reserves the right to conduct an emergency services request for competitive proposals, at which time the prices/rates in Exhibit D may be modified.

b. Contractor may be required to submit revised invoices to meet FEMA’s requirements for reimbursement. Where GEC is compensating Contractor on a time and equipment basis, Contractor may not invoice for Services or expenses in excess of the maximum compensation amount (“Ceiling Price”) shown in the relevant Task Release unless it has been amended in writing.

Separate invoices shall be required for any work that is done beyond the scope or outside of the timeline of the FEMA emergency event.

c. Contractor shall submit all invoices to GEC. Invoices must be itemized and reference the MSA Number indicated on the first page of this Agreement and the Task Release number(s) for which the Services are provided. Unless otherwise provided in a Task Release, Contractor shall submit invoices on or before the tenth (10th) business day of each month after performing any Services, covering the period ending the last day of the previous month. For emergency Services, invoices may be submitted weekly on or before the Wednesday of each week after performing Services during the previous week.

d. GEC will pay undisputed, correct, and properly submitted invoices within thirty (30) days of receipt unless otherwise agreed in a Task Release and upon determining that the Services were completed according to the terms of this Agreement, in a good and workmanlike manner, free from defects, [contractor name] and free and clear of all liens and claims of every kind. All other invoices shall be handled pursuant to the terms of Section 8h., below.

e. GEC will reimburse Contractor for reasonable out-of-pocket expenses actually and necessarily incurred by Contractor in providing the Services if all expenses (in approximate categories and amounts) are authorized before they are incurred and the expenses are properly documented to the reasonable satisfaction of GEC.

f. As conditions precedent to final payment for Services performed under any Task Releases, Contractor shall:

i. perform and engage in a formal checkout process with GEC’s Designated Representative at the location designated by GEC for purposes of submitting information, documents, or things required by the Agreement;

ii. provide releases and waivers of lien from all Subcontractors, materialmen, laborers, co-suppliers, and vendors on such forms, as required by GEC, along with consent of surety, if any, to final payment;

iii. provide complete copies of Contractor’s invoices, along with personnel timesheets, daily inspection records and other supporting data;

iv. if applicable, return GEC property, including, but not limited to, issued line materials, laptops, communication devices, keys, including Integrated Transmission System (ITS) keys, picture identification cards, secure IDs, and access IDs.

g. Accounting and Records. Contractor shall maintain complete and accurate records pertaining to the Services, including records of all amounts billable to and payments made by GEC under the Agreement, according to generally accepted accounting principles. Contractor shall keep these records, together with records showing Contractor’s payments to Subcontractors related to the Services, for at least six (6) years after final payment and closure of all pending matters under any Task Releases issued under this Agreement, unless a lesser period is authorized by GEC in writing.

GEC may audit these records during this period. Upon ten (10) days written notice to Contractor, GEC may access these records at Contractor’s offices during normal business hours.

h. Access to Records. The following access to records requirements apply to this Agreement:

i. Contractor agrees to provide GEC, the Florida Division of Emergency Management, the

FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of Contractor which are directly pertinent to this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions.

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

iii. Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the Agreement.

[contractor name]

iv. Notwithstanding anything to the contrary contained in this Agreement, the makeup of any lump sum, fixed rates, time and equipment rates or unit rates shall not be subject to audit by GEC except for the correct and actual application of such rates.

i. Right to Withhold Payment. Upon written notice to Contractor, GEC may withhold payments due to Contractor if:

i. Contractor fails to perform the Services according to the terms of this Agreement;

ii. Contractor’s invoices include rates or fees that were not those listed in Exhibit D and on the Task Release(s);

iii. Claims or liens of Subcontractors are filed or are reasonably expected to be filed against GEC property; or

iv. GEC has overpaid Contractor.

j. Liens. Contractor agrees to indemnify, defend, and hold harmless GEC against any liens or claims filed against GEC property as a result of Contractor’s performance of this Agreement. Contractor shall promptly remove or cause to be removed all such claims and liens filed by Contractor or its Subcontractors. If a lien or claim is filed, no payment to Contractor is due until Contractor delivers to GEC affidavits of payment from Contractor’s Subcontractors or suppliers and Contractor provides evidence that any such lien or claim filed against GEC or its respective property has been waived or released.

k. Taxes. Contractor shall be solely responsible for paying all sales taxes on 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 not be liable for any expenses other than those expressly authorized in this Agreement.

l. Acceptance of Payment. No payment under the Agreement shall be deemed evidence of proper performance by Contractor and no such payment shall be construed to be acceptance or approval of defective Services or materials. Acceptance of final payment by Contractor for Services performed under a Task Release shall constitute a full waiver and release by Contractor of any and all claims against GEC arising out of, or relating to, the performance of such Services.

Section 9. Conflicts of Interest GEC maintains written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award, and administration of contracts. No employee, officer, or agent of GEC may participate in the selection, award, or administration of any contract if he or she has a real or apparent conflict of interest as defined in GEC’s written standards. Such a conflict of interest would include situations when a GEC employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in a firm considered or awarded a contract with GEC. GEC reserves the right to take appropriate remedial action against Contractor or any Subcontractor, should Contractor or Subcontractor, or the employees, officers, or agents of either, engage in any actions that it knows or should have known are in violation of GEC’s standards of conduct, to include termination of this

[contractor name]

Agreement or any impacted Task Release. Any such action by GEC will be deemed a Termination for Cause under Section 13d.

Section 10. Insurance

a. Contractor must maintain in full force and effect insurance in the types and coverage amounts shown below for each Task Release issued pursuant to this Agreement. Such insurance must remain in effect during the term of this Agreement. If Contractor’s work entails blasting, demolition or drilling, then XCU (Explosion, Collapse, and Underground Coverage) shall be included under the Commercial General Liability policy and shall not be excluded by an endorsement.