Central Florida Electric Cooperative, Inc.

Master Services Agreement

This agreement (“Agreement”) is entered into, to be effective as of [date] ("Effective Date"), by and between CENTRAL FLORIDA ELECTRIC COOPERATIVE, INC., a cooperative headquartered at 11491 NW 50th Avenue, Chiefland, Florida 32626 ("CFEC") and [company name] ("Contractor").

Contractor Services

Whereas Contractor has experience and expertise in the business of providing professional services.

Whereas CFEC desires to have the Contractor provide such services to CFEC; and, Whereas the Contractor desires to supply such services to CFEC on the terms and conditions contained herein.

Now therefore, in consideration of the mutual promises and covenants contained herein, and bother good and valuable consideration, the Contractor and CFEC hereby agree as follows:

1. Contractor agrees to perform and carry out in a satisfactory and proper manner the services pursuant to the specifications set forth in the bid documents attached hereto and incorporated herein by this reference. The aggregate amount of this agreement shall be based upon the actual work performed and the unit prices submitted by the Contractor.

The Services and deliverables resulting therefrom shall be collectively and individually known as the “Product”. Contractor shall control the way the Services are provided, considering the requests of CFEC. Unless otherwise mutually agreed upon, the Services shall be performed at a CFEC facility, (structure, powerline, right-of-way, etc.)

a. Nothing herein shall be deemed to preclude CFEC from retaining the services of other persons or entities undertaking the same or similar functions as those undertaken by Contractor hereunder or from independently developing or acquiring materials or programs that are like, or competitive with, the Services.

2. Contractor shall designate the Individual staff to perform the Services, but CFEC may request specific staff of Contractor. If CFEC, at any time in Its reasonable discretion, determines that any staff assigned by Contractor Is unsuitable for the performance of the Services, CFEC shall advise Contractor of such determination, and Contractor shall immediately remove such staff, and, at CFEC's· request, promptly provide replacement staff reasonably acceptable to CFEC.

3. Term and Termination; Time is of the Essence. This Agreement is legally binding as of the Effective Date, and, unless terminated as provided herein, shall continue until terminated by CFEC. CFEC may terminate this Agreement or any Exhibit, in whole or in part, at any time for any reason upon written notice to Contractor. Time is of the essence of this Agreement and of each Exhibit.

LIMITATION OF RECOVERY UPON TERMINATION

In the event CFEC terminates this Agreement for any reason, the Contractor’s recovery against CFEC shall be limited to the portion of the Contract Amount earned through the effective date of termination. The Contractor shall not be entitled to any further compensation, damages, or recovery of any kind, including but not limited to anticipated profits, consequential damages, or unperformed work.

REMEDIES

The Contractor acknowledges that a breach of its obligations under this Agreement may cause irreparable harm to Central Florida Electric Cooperative, Inc. (“CFEC”) by vitiating the intent and purpose of the transaction contemplated herein. Accordingly, the Contractor agrees that the remedy at law for a breach of this Agreement may be inadequate and that, in the event of a breach or threatened breach, CFEC shall be entitled, in addition to all other available remedies at law or in equity and any penalties assessable herein, to seek injunctive relief restraining, preventing, or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of proving actual damages or posting bond or other security.

1. Services Provided on an Hourly Basis. Where the Services are billed to CFEC on an hourly basis, the Contractor will submit to CFEC an accurate time sheet approved and signed by the Contractor and by the CFEC Project Manager. The Contractor will be paid for all approved hours worked, including those hours worked more than eight hours per day, at the hourly rates set forth in Exhibit A. Hours billed will reflect actual time performing the Services and will not include travel time unless expectations are made by CFEC for disaster relief assistance. CFEC will provide oversight of the professional services provided by the Contractor within the scope of work for this contract.

a. Ceiling Price of Awarded Contract: $1,000,000

i. If the Contractor exceeds the Ceiling Price of the contract listed above at its own risk.

4. CFEC agrees to pay the Contractor for the work as set forth in the bid documents, attached hereto and incorporated herein by this reference. The Contractor will bill CFEC monthly in arrears or as otherwise provided for the work performed. Unless otherwise specified by CFEC, Contractor will forward invoices in electronic format to:

Central Florida Electric Cooperative, Inc.

Ap@cfec.com

Attention: Accounts Payable

5. Invoices will be paid within thirty (30) days of acceptance of CFEC. Invoice acceptance standards identified below:

a. The Contractor should submit regular invoices for no more than 30-day periods.

Timely invoicing is beneficial for both CFEC and Consultant. Invoices should be submitted within 60 days of service provision to reconcile with supporting documentation prior to payment disbursement. Payment will be made within 30 days after receipt of an invoice acceptable to CFEC, in accordance with the Florida Local Government Prompt Payment Act. If, at any time during the contract, CFEC shall not approve or accept the Contractor's work product, and agreement cannot be reached between CFEC and the Contractor to resolve the problem to the CFEC's satisfaction, CFEC shall negotiate with the Contractor on a payment for the work completed and usable to CFEC

b. If this Agreement is for disaster recovery work, .invoice format and documentation should be acceptable for FEMA reimbursement.

6. Except for the fees set forth in the bid documents and below and any changes in scope agreed upon in writing, CFEC will not be billed for or obligated to pay the Contractor any charges, expenses, or other amounts for the Services or otherwise.

7. Any amounts due from the Contractor may be applied by CFEC against any fees due to the Contractor. Any such amounts that are not applied will be paid to CFEC by the Contractor within thirty (30) days following CFEC’s request.

8. The term of this Agreement shall be for a period of three years with an optional two-year extension beginning September 23, 2026 and ending on September 23, 2029.

General Contract Provisions

1. Changes to the Agreement can be made by CFEC or the Contractor upon a written notice to the other party, requests can be made to increase or decrease the scope of Services

a. CFEC Increases to the Scope

i. If CFEC requests an increase in the scope of Services, CFEC will notify the Contractor in writing and within 5 business days (or a mutually agreed upon period) after receiving the request, the Contractor will provide the CFEC Project Manager with a written response that will include a statement as to whether the change has an associated cost or schedule impact. If the change has an associated cast or schedule impact, the statement will include the price increase or credit and the specific impact on the schedule. If the Contractor’s response is approved by the CFEC Project Manager, this will issue a change control from which will be approved by the CFEC and executed by the Contractor

b. Contractor Increases to Scope

i. The Contractor may request additions to the scope by providing the CFEC

Project Manager with a written request that will include a statement as to whether the change has an associated cost or schedule impact. If the change has an associated cost or schedule impact, the statement will include the price increase or credit and the specific impact on the schedule. If Contractor’s request is approved by the CFEC Project Manage, CFEC’s Project Manager will issue a Change Control request, which will be approved by CFEC and executed by the Contractor.

c. Decreases to Scope

i. CFEC has the right to decrease the scope of the Services. In such case, the fee for the applicable scope will be reduced by an amount consistent with the decrease in scope.

2. Any deficiency report to Contractor by the CFEC Project Manager shall be corrected during the same business workday reported. If corrective work is not performed during that time, the deficiency may be corrected by CFEC personnel and charged back to the Contractor. The charge back will be based on actual costs incurred by CFEC and will be withheld from amounts owed to the Contractor.

3. Contractor shall, at its own cost and expense, procure and maintain in full force and effect during the term of this Agreement, policies of insurance, of the types and in the minimum amounts stated herein, with responsible insurance carriers duly qualified in those states (locations) where the Services are to be performed, covering the operations of Contractor, pursuant to this Agreement.

TYPES OF INSURANCE

Required

(X) LIMITS OF LIABILITY (Minimum Amounts)

Comprehensive or Commercial General Liability and Third-Party Property Damage

X $2,000,000 per occurrence, $5,000,000 aggregate

Comprehensive or Business Automobile Liability; Personal Injury (including bodily injury) and Third- Party Property Damage

X $1,000,000 per person, $1,000,000 per occurrence

Workers' Compensation X Statutory limits

Employer’s Liability X $500,000 per accident

Professional Errors and Omissions Insurance

N/A

4. CFEC shall be named as an additional insured in such policies which shall contain standard cross liability clauses. The contractor shall cause the liability it assumed under this Agreement to be specifically insured under the contractual liability section of the liability insurance policies. The liability policy shall be primary without the right of contribution from any insurance by CFEC. Such policies shall require that CFEC be given not less than thirty (30) days prior written notice of any cancellation thereof or material change therein. CFEC shall have the right to request an adjustment of Limits of Liability for General Liability and Errors and Omissions Insurance as Contractor’s exposure to CFEC increases (i.e. if Contractor’s annual payment is expected to be $2,000,000 then $1,000,000 limits are no longer adequate). Such policies shall provide coverage for CFEC during the term of this Agreement and up to and until the expiration of any applicable statute of limitations applicable to the occurrences triggering any of the insurance, indemnification, subrogation, and defense clauses included in this Agreement.

5. Upon CFEC’s request, Contractor shall provide CFEC with certificates of insurance evidencing all the above coverage, including all special requirements specifically noted above, and shall provide CFEC with certificates of insurance evidencing renewal or substitution of such insurance thirty (30) days prior to the effective date of such renewal or substitution.

6. Contractor shall fully comply with all applicable Federal, State, and local laws, rules, and regulations.

7. The Contractor is, and shall be, in the performance of all work services and activities under this Agreement, an Independent Contractor, and not an employee, agent or servant of CFEC. All persons engaged in any of the work or services performed pursuant to this Contract shall always, and in all places, be subject to the Contractor's sole direction, supervision, and control. The Contractor shall exercise control over the means and way it and its employees perform the work, and in all respects the Contractor's relationship and the relationship of its employees at CFEC shall be that of an Independent Contractor and not as employees or agents of CFEC.

8. The Contractor does not have the power or authority to bind CFEC in any promise, agreement, or representation other than specifically provided for in this Agreement.

9. The Contractor shall maintain adequate records to justify all charges, expenses and costs incurred in performing the work for at least seven (7) years after completion of this Agreement. CFEC shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during normal business hours, upon five

(5) days prior written notice. Notwithstanding the foregoing, the Contractor shall also be subject to the following

Section 119.0701. Public Records

The contractor shall comply with Chapter 119, Florida Statutes, regarding public records laws, specifically including, but not limited to, the following:

a) Keep and maintain public records required by the public agency to perform the service.

b) Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law.

c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency.

d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt for public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records.

All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency.

e) Failure to provide the public records to the public agency within a reasonable time may subject the contractor to penalties under s. 119.10 ands. 119.0701(4), Florida Statutes.

10. The Contractor warrants and represents that all its employees are treated equally during employment without regard to race, color, religion, physical handicap, sex, age, or national origin.

11. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in the documents.

Accordingly, it is agreed that deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the formality and of equal dignity herewith.

12. If any legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses (including taxes) even if not taxable as court costs (including, without limitation, all such fees, costs and expense incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

13. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable to the remainder of this Agreement or the application of such terms or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement be deemed valid and enforceable to the extent permitted by law.

14. Any notice, request, demand, consent, approval, or other communication required or permitted by this Agreement shall be given or made in writing and shall be service (as elected by the party giving such notice) by any of the following methods:

(I) Hand delivery to the party; or

(ii) Delivery by commercial overnight courier service; or

(iii) Mailed by registered or certified mail (postage prepaid), return receipt requested.

For purposes of notice the addresses are as follows:

CONTRACTOR:

CENTRAL FLORIDA ELECTRIC COOPERATIVE, INC.:

Attention: Carmen Beauchamp

11491 NW 50th Avenue

Chiefland, Florida 32626

Notice given in accordance with the provisions of this paragraph shall be deemed to be delivered and effective on the date of hand delivery or on the second day after the date of the deposit with an overnight courier or on the date upon which the return receipt is signed or delivery is refused, or the notice is designated by the postal authorities as not delivered if mailed. By giving proper notice as required, either party may change its address hereunder.

15. The Contractor warrants that its services under this Agreement shall be performed in a thorough, efficient, and workmanlike manner, promptly and with due diligence and care, and in accordance with the standard practices of the specified profession.

16. The Consultant's performance under this agreement shall be subject to the FEMA Required Contract Clauses attached as [Exhibit B] hereto, the contents of which are incorporated herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in three counterparts, each of which shall be deemed an original agreement, all as of this day and year first herein before written.

(CONTRACTOR) CENTRAL FLORIDA ELECTRIC

COOPERATIVE

INC.(CFEC)

Signature: ________________________ Signature: _________________________

Name: ___________________________ Name: ____________________________

Title: ____________________________ Title: _____________________________

Date: ____________________________ Date: _____________________________

EXHIBIT A-25.001

Contractor’s Statement of Work

This Exhibit A - Contractor’s Statement of Work shall be incorporated in and governed by the terms of that certain Master Professional Services Agreement by and between CENTRAL FLORIDA ELECTRIC COOPERATIVE, INC. (“CFEC”) and (“Contractor”) dated, as amended (the “Agreement”). Unless expressly provided for in this Exhibit A, in the event of a conflict between the provisions contained in the Agreement and those contained in this Exhibit A, the provisions contained in the Exhibit A shall prevail.

Project Description: 2026-2029 Grant Management Services

Title / Role of Resource: 2026-2029 Grant Management Services Contract

Responsibilities, Deliverables, and/or Activities:

See attached specifications and additional terms.

Services Fees or Rate: See attached hourly rate sheet

Start Date: September 23, 2026

Estimated End Date:

September 23, 2029

Additional CFEC Requirements:

CFEC Representative-Shelby Allen

Executed on the dates set forth below by the undersigned authorized representative of CFEC and Contractor to be effective as of the Start Date.

Exhibit B

NOTICE: THIS IS A FEDERALLY FUNDED PROJECT

AWARDING AGENCY: Federal Emergency Management Agency (FEMA), Department of Homeland Security.

Funding, in whole or in part, for this Project is through a Public Assistance grant from FEMA and therefore all provisions of2 CFR §§ 200.317 through 200.326 under the Uniform Administrative Requirements ("Uniform Rules") apply to this Project.

Federal Law requires that contracts relating to the Project include certain provisions of 2 CFR

§§ 200.317 through 200.326 under the Uniform Administrative Requirements. Depending upon the type of work or services provided and the dollar value of the Project, some of the provisions set forth in 2 CFR §§ 200.317 through 200.326 may not apply to the Contractor or to the work or services to be provided hereunder; however, the provisions are nonetheless set forth to cause this Project to comply with Federal Law.

This Project will be in strict compliance with program requirements of the Awarding Agency and of2 CFR §§ 200.317 through 200.326. The contractor hereby certifies that they will comply with all applicable federal laws, regulations, and FEMA policies, procedures, and directives.

(1) Administrative, Contractual, and Legal Remedies. In the event of a breach of this Contract by the Contractor, Central Florida Electric Cooperative shall have all administrative, contractual, and legal remedies available under applicable law, including but not limited to: (a) termination of the contract for default; (b) withholding of payments; (c) procurement of substitute services and charging the excess costs to the Contractor; (d) reporting the breach to applicable federal and state agencies; and (e) pursuit of any other remedy available at law or in equity. These remedies are in addition to, and not in limitation of, any other rights or remedies available to CFEC under this Contract or applicable law.

This provision is consistent with 2 C.F.R. Part 200, Appendix II(A).

(2) Termination for Cause and Convenience.

(a) Termination for Cause. CFEC may terminate this Contract in whole or in part for cause in the event of the Contractor's material default, breach, or failure to perform any material term or condition of this Contract. CFEC shall provide written notice to the Contractor specifying the nature of the default. If the Contractor fails to cure the default within ten (10) days of receipt of such notice (or such longer period as CFEC may specify), CFEC may terminate the Contract. Upon termination for cause, the Contractor shall be liable for any excess costs CFEC incurs in procuring substitute services.

(b) Termination for Convenience. CFEC may terminate this Contract in whole or in part for convenience when it is in CFEC's best interest. CFEC shall provide written notice to the Contractor. Upon termination for convenience, the Contractor shall be compensated for all allowable costs incurred through the effective date of termination and reasonable costs of settlement. The Contractor shall not be compensated for any anticipated profits on unperformed work.

This provision is consistent with 2 C.F.R. §200.340 and 2 C.F.R. Part 200, Appendix II(B).

(3) Not to Exceed - Contract Amendments. The Contractor shall not exceed the maximum fees, as noted in the Section titled Compensation, without a prior written request to the Central Florida Electric Cooperative, Inc., and authorization by written amendment to the Agreement, including a change to the Scope of Work/Services. The written request shall include documentation and justification for such request including a detailed cost and schedule impact to the Project.

(4) Retention of all required records. The Contractor shall retain all financial records, supporting documents, statistical records, and all other records pertinent to this Contract for a period of three (3) years from the date of submission of the final expenditure report, or until all audit findings have been resolved, whichever is later, in accordance with 2 CFR §200.334.

If any litigation, claim, or audit is started before the expiration of the retention period, the records must be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken. FEMA and its authorized representatives shall have the right to access and examine such records at any reasonable time.

(5) Access to Records.

a) The Contractor agrees to provide the Central Florida Electric Cooperative, 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 the Contractor which are directly pertinent to tins contract for the purposes of making audits, examinations, excerpts, and transcriptions.

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

c) The Contractor agrees to provide the FEMA Administrator or authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.

d) Consistent with Section 1225 of the Disaster Recovery Reform Act of 2018, no language in this Contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.

(6) Small and minority businesses, women's business enterprises and labor surplus area firms.

a) Qualified small and minority businesses and women's business enterprises will be included on solicitation lists developed by the Contract Compliance Officer.

b) Small and minority businesses and women's business enterprises will be solicited when they are potential sources for services.

c) When economically feasible, total project requirements will be divided into smaller tasks or quantities to permit maximum participation by small and minority businesses and women's business enterprises.

d) Delivery schedules will be established that encourage participation by small and minority businesses and women's business enterprises, where requirements permit.

e) Services provided by organizations such as the Small Business Administration and Minority Business Development Agency of the Department of Commerce will be used, as appropriate.

f) Prime contractors are required to use the affirmative steps listed in items (6) (a) through

(6) (e) above if subcontracts are let.

(7) Equal Employment Opportunity. Compliance with Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60).

During the performance of this Agreement, the Contractor agrees as follows:

a) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, 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.

b) 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 considerations for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

c) The Contractor will send to each labor union or representative of workers with which it 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.

d) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, as amended and supplemented, and of the rules, regulations, and relevant orders of the Secretary of Labor.

e) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, as amended and supplemented, 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.

f) 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 as amended and supplemented, and such other sanctions as 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.

g) The Contractor will include the portion of the sentence immediately preceding paragraph

(a) of this section and the provisions of paragraphs (a) through (g) 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, as amended and supplemented, 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."

(8) Compliance with the Contract Work Hours and Safety Standards Act. Applicable for all contracts awarded by the non-Federal entity more than $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 USC §§ 3702 and 3704, as supplemented by Department of Labor regulations at 29 CFR Part 5.

a) Overtime requirements. No Contractor or Subcontractor contracting for any part of the contract 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 more than 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 more than 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 Subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States 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 (1) of this section, in the sum of $33.00 for each calendar day on which such individual was required or permitted to work more than the standard workweek of forty hours without payment of the overtime wages required by the clause-set forth in paragraph (a) of this section.

c) Withholding for unpaid wages and liquidated damages. The Central Florida Electric Cooperative, Inc. 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 the Contractor or Subcontractor under any such contract or 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, which is held by 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 (b) of this section.

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

(9) Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended). Contractors who apply or bid for an award of $100,000 or more must file the required certification. 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 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.

(10) Procurement of Recovered Materials.

(a) 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: (i) competitively within a timeframe providing for compliance with the contract performance schedule; (ii) meeting contract performance requirements; or

(iii) at a reasonable price.

(b) Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines web site. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. Consistent with 2 CFR §200.323, the Contractor should, to the greatest extent practicable, purchase, acquire, or use products and services that can be reused, refurbished, or recycled; contain recycled content; are biobased; or are energy and water efficient."

(11) Compliance with the Clean Air Act. Applicable for contracts of amounts more than $150,000.

a) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

b) The Contractor agrees to report each violation to the Central Florida Electric Cooperative, Inc. and understands and agrees that the Central Florida Electric Cooperative, Inc. will, in turn, report each violation as required to assure notification to the State of Florida, the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

c) The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

(12) Compliance with the Federal Water Pollution Control Act. Applicable for contracts of amounts more than $150,000.

a) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.

b) The Contractor agrees to report each violation to the Central Florida Electric Cooperative, Inc. and understands and agrees that the Central Florida Electric Cooperative, Inc. will, in turn, report each violation as required to assure notification to the Federal Awarding Agency, and the appropriate Environmental Protection Agency Regional Office.

c) The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

(13) Suspension and Debarment.

a) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt.

3000. As such the 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) The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters.

c) This certification is a material representation of fact relied upon by the Central Florida Electric Cooperative, Inc. If it is later determined that the 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 the State of Florida and the Central Florida Electric Cooperative, Inc., the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

d) The Contractor agrees to comply (Exhibit D) with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions.

(14) No Obligation by Federal Government. The Federal Government is not a party to this contract and is not subject to any obligation or liabilities to the non-Federal entity, Contractor or any other party pertaining to any matter resulting from the contract.

(15) Program Fraud and False or Fraudulent Statements or Related Acts. The Contractor acknowledges that 31 USC Chap 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor's actions pertaining to the contract.

(16) Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 USC 6201).

(17) Notice of awarding agency requirements and regulations pertaining to reporting.

(18) Notice of awarding agency requirements and regulations pertaining to patent rights with respect to any discovery or invention which arises or is developed during or under such contract.

(19) Awarding agency requirements and regulations pertaining to copyrights and rights in data.

(20) DHS Seal, Logo, and Flags. Contractors shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.

(21) Compliance with the Rights to Inventions Made Under a Contract or Agreement

(22) Prohibition on Contracting for Covered Telecommunications Equipment or Services

a. 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—

b. Prohibitions.

i. 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.

ii. 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.

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:

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

ii. 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. Covered telecommunications equipment or services means equipment and services produced or provided by entities identified in Section 889(f)(3) of the FY2019 NDAA, including Huawei Technologies, ZTE Corporation, Hytera Communications, Hangzhou Hikvision Digital Technology, and Dahua Technology, and their subsidiaries and affiliates.

iv. 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 (d)(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 (d)(1) 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 paragraph (d)(2)(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.

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

(23) Domestic Preferences for Procurements

a. Domestic Preference for Procurements

i. 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.

b. For purposes of this clause:

i. 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.

ii. 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.

(24) Buy America Requirements

a. Applicability.

i. This provision applies only to the extent required by applicable federal law or the terms and conditions of a federal award, including the Build America, Buy America Act, 41 U.S.C. §§ 8301–8305, and any implementing regulations, guidance, or agency-specific requirements, including those issued by FEMA for Public Assistance projects.

b. General Requirement.

i. When applicable, the Contractor shall ensure that all iron, steel, manufactured products, and construction materials used in the Project are produced in the United States, as defined by the applicable federal statute, regulation, or award condition.

c. Waivers.

i. The Contractor shall not use non-domestic materials unless a waiver has been granted in writing by the applicable federal agency or awarding authority. Approved waivers may include public interest, non-availability, or unreasonable cost waivers, as permitted by law.

The Contractor shall provide documentation of any approved waiver upon request.

The Contractor shall comply with all applicable federal laws, regulations, and executive orders. Specifically, when required by the funding agency, grant terms, or federal program, the Contractor agrees to adhere to the provisions of the Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the recipient or sub-recipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or sub-recipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and all implementing regulations issued by the awarding agency.

(25) Title VI of the Civil Rights Act of 1964. The Contractor shall comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.) and the regulations issued pursuant thereto, which provide that no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance."

Exhibit C

CERTIFICATIONS AND REPRESENTATIONS (CONTRACT FUNDS)

1. BYRD ANTI-LOBBYING AMENDMENT COMPLIANCE AND CERTIFICATION

For all orders above the limit prescribed in FAR Section 52.203-12{g), or its successor regulation (currently$150,000), the Offeror must complete and sign the following:

The following certification and disclosure regarding payments to influence certain federal transactions are made per the provisions contained in FAR 52.203-11 and 52.203-12 and 31 U.S.C. 1352, the "Byrd Anti- Lobbying Amendment."

(a) FAR 52.203-12, "Limitation on Payments to Influence Certain Federal Transactions" is hereby incorporated by reference into this certification

(b) The offeror, by signing its offer, hereby certifies to the best of his or her knowledge and belief that:

(1) No Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement;

(2) If any funds other than Federal appropriated funds (including profit or fee received under a covered Federal transaction) have been paid, or will be paid, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with this solicitation, the offeror shall complete and submit, with its offer, 0MB standard form LLL, Disclosure of Lobbying Activities, to the Contracting Officer; and

(3) He or she will include the language of this certification in all subcontract awards at any tier and require that all recipients of subcontract awards more than $150,000 shall certify and disclose accordingly.

(c) This certification is a material representation of fact upon which reliance is placed when this transaction was made or entered into.