PRECO_Master_Services_Agreement-FEMA_Compliant-2025.pdf

“APPENDIX A”

PEACE RIVER ELECTRIC COOPERATIVE, INC.

MASTER PROFESSIONAL SERVICES AGREEMENT

This agreement ("Agreement") is entered into, to be effective as of , 2025, (“Effective Date”), by and between PEACE RIVER ELECTRIC COOPERATIVE, INC., a cooperative headquartered at 210 Metheny Road, Wauchula, Florida (“PRECO”), and , LLC ("Contractor").

RECITALS

WHEREAS, Contractor has experience and expertise in the business of providing professional services;

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

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, Contractor and PRECO hereby agree as follows:

1. Contractor Services. Contractor agrees to provide, in accordance with the terms of this Agreement, the services as set forth on an Exhibit A (sequentially numbered) in the form of the Exhibit A attached hereto or in other statements of work containing substantially similar information and identified as an Exhibit A (the "Services"). The Services and deliverables resulting therefrom shall also be collectively and individually known as the “Product.” Contractor shall control the manner in which the Services are provided, giving due consideration to the requests of PRECO. Unless otherwise mutually agreed, the Services shall be performed at a PRECO facility, (structure, power line, right -of-way, etc...)

1.1. Nothing herein shall be deemed to preclude PRECO 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 similar to, or competitive with, the Services.

1.2. Contractor shall not enter into any subcontracts for the performance of the Services, or assign or transfer any of its rights or obligations under this Agreement, without PRECO’s prior written consent and any attempt to do so shall be void and without further effect. PRECO’s consent to Contractor’s right to subcontract any of the Services shall not relieve Contractor of any of its duties or obligations under this Agreement, and Contractor shall indemnify and hold PRECO harmless from any payment required to be paid to any such subcontractors.

2. Staff of Contractor. Contractor shall designate the individual staff to perform the Services, but PRECO may request specific staff of Contractor. If PRECO, at any time in its reasonable discretion, determines that any staff assigned by Contractor is unsuitable for the performance of the Services, PRECO shall advise Contractor of such determination, and Contractor shall immediately remove such staff, and, at PRECO’s request, promptly provide replacement staff reasonably acceptable to PRECO.

3. Term and Termination; Time is of Material Importance. This Agreement is legally binding as of the Effective Date, and, unless terminated as provided herein, shall continue until terminated December 31, 2024. PRECO may terminate this Agreement or any Exhibit A, in whole or in part, at any time for any reason upon written notice to Contractor. Time is of material importance with respect to this Agreement and of each Exhibit A.

4. PRECO Resources. Where PRECO provides resources (e.g., computers, etc..) to Contractor that are reasonably required for the exclusive purpose of providing the Services, Contractor agrees to keep such resources in good order and not permit waste (ameliorative or otherwise) or damage to the same. Contractor shall return the resources to PRECO in substantially the same condition as when Contractor began using the same, ordinary wear and tear excepted.

5. Fees and Billing Procedures. PRECO agrees to pay Contractor for the Services in accordance with the fee(s) set forth in the applicable Exhibit A.

5.1. Time of Payment. Any sum due to Contractor pursuant to Exhibit A for Services performed shall be due and paid within thirty (30) days after receipt by PRECO of an invoice from Contractor.

5.2. Future Price Adjustment. The three-year agreement will allow for price adjustments at the provider's request effective on January 1 of the following calendar year of the agreement's effective date and each subsequent January 1 thereafter.

The price escalation shall be the lesser of a fixed percentage submitted with this RFP by the provider or the Consumer Price Index (CPI) for the preceding 12 months prior to the effective date of the price change.

5.3. Services Provided on an Hourly Basis. Where the Services are billed to PRECO on an hourly basis, Contractor shall submit to PRECO an accurate time sheet approved and signed by Contractor and by the PRECO Project Manager or designee. Contractor shall direct its employees to work only such number of hours as are approved in advance by PRECO. Contractor shall be paid for all approved hours worked, including those hours worked in excess of eight hours per day, at the hourly rates set forth in the applicable Exhibit A.

5.3.1. Ceiling Price of Contract Award: $ . shall be the maximum amount PRECO shall have any obligation to pay Contractor for services under this Agreement. Any increase in the Ceiling Price shall be approved by PRECO pursuant to the terms of this Agreement and delivery of services by the Contractor in excess of the Ceiling Price shall in no way be construed as an implied agreement by PRECO to increase the Ceiling Price.

5.4. Billing Procedures. Unless otherwise provided for under an Exhibit A, Contractor shall bill to PRECO the sums due pursuant to an applicable Exhibit A by Contractor’s invoice, on a frequency no more than a weekly basis in arrears.

Where Contractor is engaged on more than one Exhibit A, Contractor shall submit a consolidated invoice. Unless otherwise specified by PRECO, Contractor shall forward invoices in hardcopy format to:

Peace River Electric Cooperative, Inc.

210 Metheny Rd Wauchula, FL 33873

Attention: Teresa Hamilton

5.5. No Additional Charges. Except for the fee described in the applicable Exhibit A and any changes in scope agreed upon in writing, PRECO shall not be billed for, or be obligated to pay to Contractor any charges, expenses, or other amounts for the Services or otherwise.

5.6. Credits. Any amounts due from Contractor may be applied by PRECO against any fees due to Contractor. Any such amounts that are not so applied shall be paid to PRECO by Contractor within thirty (30) days following PRECO's request.

5.7. Non-binding Terms. Any terms and conditions that are typed, printed, or otherwise included in any Contractor invoice rendered pursuant to this Agreement shall be deemed to be solely for the convenience of the parties. No such term or condition shall be binding upon PRECO, and no action by PRECO (including, without limitation, the payment of any such invoice in whole or in part) shall be construed as binding PRECO with respect to any such term or condition, unless the specific term or condition has been previously agreed to by Contractor and PRECO in writing, and is binding upon PRECO with respect to such invoice by virtue of this Agreement or a binding amendment thereto.

5.8. Auditable Records; Dispute Resolution. Contractor shall maintain accurate records of all fees billable to, and payments made by, PRECO in a format that will permit audit by PRECO for a period of not less than one (1) year after completion of the Services. This Section shall survive the termination of this Agreement. 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 except for the correct and actual application of such rates. In no event shall extrapolation techniques or any other similar audit methods be utilized or to employ a third-party auditor who is paid on a contingency fee basis or paid on the number or amount of alleged overcharges.

5.9. Taxes. Contractor represents and warrants that it is an independent contractor for purposes of federal, state, and local employment taxes. Contractor agrees that PRECO is not responsible to collect or withhold any federal, state, or local employment taxes, including, but not limited to, income tax withholding and social security contributions, for Contractor or its employees. Any and all taxes, interest or penalties, including, but not limited to, any federal, state, or local withholding or employment taxes, imposed, assessed, or levied as a result of this Agreement shall be paid or withheld by Contractor or, if assessed against and paid by PRECO, shall be reimbursed by Contractor upon demand by PRECO.

6. Acceptance Period. Unless otherwise specified in the applicable Exhibit A, for all Services provided under this Agreement, Contractor grants to PRECO a thirty (30) day acceptance period ("Acceptance Period") commencing on the date completed Services are delivered to PRECO. PRECO shall have the right to reject the Services, in whole or in part, during the applicable Acceptance Period for Contractor’s failure to successfully meet the specifications as contained in the applicable Exhibit A, with such determination to be made in PRECO’s reasonable judgment. At the end of the applicable Acceptance Period, if PRECO has not rejected the Services, the Services shall be deemed to be accepted by PRECO; provided, however, that PRECO’s acceptance of the Services shall not be deemed a waiver of any of PRECO’s warranty rights as expressly provided herein. In the event PRECO rejects the Services within the initial Acceptance Period, Contractor shall, upon receipt of written notice from PRECO, be given an additional thirty (30) day period to cure any deficiency identified by PRECO. In the event Contractor is unable to cure said deficiency within this additional thirty (30) day period, PRECO may: (a) at no additional cost to PRECO, require Contractor to immediately provide additional staff, as required, so as to not impact PRECO’s project completion dates, to perform further work on the Services not accepted or to provide proof that changes are not necessary; or, (b) terminate the applicable Exhibit A in part with respect to Services not accepted, in which event any and all fees paid by PRECO to Contractor in connection with the Services shall be refunded to PRECO in full and PRECO shall have no further obligations to Contractor with respect to such Services;

provided, however, that the foregoing shall not be deemed to limit PRECO’s other rights to terminate this Agreement as provided herein, any other rights PRECO may have at law or in equity, or Contractor’s warranties as expressly provided herein.

7. Change Order Procedure. PRECO or Contractor may, at any time upon written notice to the other party, request increases or decreases to scope of the Services under an Exhibit A.

7.1. PRECO Increases to Scope. If PRECO requests an increase in the scope of Services of an Exhibit A, PRECO shall notify Contractor in writing, and, not more than five (5) business days (or other mutually agreed upon period) after receiving the request, Contractor shall provide the PRECO designee with a written response that shall include a statement as to whether or not the change has an associated cost or schedule impact. If the change has an associated cost or schedule impact, the statement shall include the price increase or credit, and the specific impact on the schedule.

If Contractor’s response is approved by the PRECO designee, the same shall issue the Change Order, which will be approved by PRECO.

7.2. Contractor Increases to Scope. Contractor may request additions to scope by providing the PRECO designee with a written request that shall include a statement as to whether or not the change has an associated cost or schedule impact.

If the change has an associated cost or schedule impact, the statement shall include the price increase or credit, and the specific impact on the schedule. If Contractor’s request is approved by the PRECO designee, PRECO’s designee shall issue a Change Order request, which will be approved by an authorized PRECO individual.

7.3. Decreases to Scope. PRECO shall have the right, in its sole discretion, and for any reason whatsoever, to decrease the scope of the Services. In such case, the fee for the applicable Exhibit A will be reduced by an amount consistent with the decrease in scope.

8. Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties.

8.1. Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep such information confidential.

8.2. Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limitation of the foregoing, each party shall advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.

8.3. Remedies for Breach of Obligation of Confidentiality. Contractor and PRECO acknowledge that breach of an obligation of confidentiality may give rise to irreparable injury to the other respective party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, PRECO and Contractor may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, at the sole election of PRECO or Contractor, the immediate termination, without penalty to PRECO or Contractor, of this Agreement in whole or in part.

8.4. The provisions of this Section shall survive the termination of this Agreement.

9. Rights to Work Product.

9.1. PRECO and Contractor each acknowledge that performance of this Agreement may result in the discovery, creation, or development of inventions, methods, formulae, techniques, processes, improvements, strategies, and data and original works of authorship, in whatever form, first produced or created by or for Contractor as a result of or related to the performance of the Services (the “Work Product”). Contractor agrees that, if the Services are considered works made for hire or an employment to invent, all Work Product shall be the sole property of PRECO. Except as set forth in writing and signed by both PRECO and Contractor, Contractor agrees that PRECO shall have all copyright and patent rights with respect to any Work Product made for hire. If and to the extent that Contractor may, under applicable law, be entitled to claim any ownership interest in the Work Product made for hire, Contractor hereby transfers, grants, conveys, assigns, and relinquishes exclusively to PRECO any and all right, title, and interest it now has or may hereafter acquire in and to the Work Product under patent, copyright, trade secret, and trademark law in perpetuity or for the longest period otherwise permitted by law. Contractor further agrees as to the Work Product to assist PRECO in every reasonable way to obtain and, from time to time, enforce patents, copyrights, trade secrets, and other rights and protection relating to said Work Product.

9.2. PRECO acknowledges that, in the course of performing the Services, Contractor may use routines and related programming language, instructions, methods, and techniques that have been previously developed by Contractor (collectively, the “Pre-existing Materials”) and that same shall remain the sole and exclusive property of Contractor. If, and to the extent that, any Pre-existing Materials are embodied or reflected in the Work Product, Contractor hereby grants to PRECO the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to: (a) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such Pre-existing Materials and any derivative works thereof; and, (b) authorize others to do any or all of the foregoing.

9.3. The provisions of this Section shall survive the termination of this Agreement.

9.4. Notwithstanding any other provision in this Agreement, nothing contained in this Agreement shall in any way limit, or be construed to limit, or otherwise assign Contractor’s ownership of Contractor’s intellectual property including patents, trademarks, copyright, trade secrets, equipment engineering, process engineering, drawings, designs, models, know-how and any related reference documentation in any form that is made or developed by Contractor for itself or any other party prior to, during or after the term of this Agreement.

10. Surrender of Materials upon Termination. Upon termination of this Agreement, in whole or in part, Contractor shall immediately return to PRECO all properties received from PRECO, or created or received by Contractor on behalf of PRECO, and which are related to the terminated portion of this Agreement.

11. Mutual Representations and Warranties. Each of PRECO and Contractor represent and warrant that:

11.1. It is a business duly formed, validly existing, and in good standing under the laws of its state of domicile.

11.2. It has all requisite power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement.

11.3. This Agreement, when executed and delivered, shall be a valid and binding obligation of it enforceable in accordance with its terms.

11.4. It is duly licensed, authorized, or qualified to do business and is in good standing in every jurisdiction in which a license, authorization, or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized, or qualified would not have a material adverse effect on its ability to fulfill its obligations under this Agreement.

11.5. The execution, delivery, and performance of this Agreement has been duly authorized by it and this Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors' rights generally and by general equitable principles.

11.6. It shall comply with all applicable federal, state, local, international, or other laws and regulations applicable to the performance by it of its obligations under this Agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement.

11.7. There is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfill its obligations under this Agreement.

12. Representations and Warranties by Contractor. Contractor represents and warrants that:

12.1. Contractor is possessed of professional knowledge with respect to the Product and is aware that PRECO is relying on Contractor’s skill and judgment in providing the Product to PRECO.

12.2. Contractor knows the particular purpose for which the Product is required.

12.3. Contractor’s staff, assigned to perform the Services, have the experience and are qualified to perform the tasks involved with providing the Services in an efficient and timely manner. The Services shall be performed in a competent and professional workmanlike manner and in accordance with professional industry standards of similarly situated businesses providing similar services. Contractor acknowledges that PRECO is relying on Contractor's representation of its experience and expertise, as well as that of its staff, and that any substantial misrepresentation may result in damage to PRECO and its customers.

12.4. The Product and any other work performed by Contractor hereunder shall not infringe upon any United States or foreign copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third party, and Contractor further represents and warrants that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement.

13. General Indemnity.

13.1. Contractor agrees to indemnify, defend, and hold PRECO, its officers, directors, agents, and employees (each, an “PRECO Indemnitee” and collectively, the “PRECO Indemnitees”) harmless from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments (collectively “Claims”), including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from any PRECO Indemnitee, by reason of any Claim arising out of or resulting from the performance of the services hereunder, to the extent that any such Claim is caused by any negligent act, error or omission, or willful misconduct of Contractor, its officers, directors, agents, employees, and subcontractors, during the performance of this Agreement, including, without limitation, Claims arising out of or relating to: (a) a violation of HIPAA; (b) a violation of federal, state, local, international, or other laws or regulations for the protection of persons or members of a protected class or category of persons; (c) sexual discrimination or harassment based upon any protected characteristic; or, (d) bodily injury (including death) or damage to tangible personal or real property; provided, however, that the foregoing indemnity shall not apply to the extent that the applicable Claim resulted from the negligent acts, omissions, or willful misconduct of PRECO, its officers, directors, agents, or employees.

13.2. PRECO agrees to indemnify, defend, and hold Contractor, its officers, directors, agents, and employees (each, an “Contractor Indemnitee” and collectively, the “Contractor Indemnitees”) harmless from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments (collectively “Claims”), including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from any Contractor Indemnitee, by reason of any Claim arising out of or resulting from the performance of the services hereunder, to the extent that any such Claim is caused by any negligent act, error or omission, or willful misconduct of PRECO, its officers, directors, agents, employees, and subcontractors, during the performance of this Agreement, including, without limitation, Claims arising out of or relating to: (a) a violation of HIPAA; (b) a violation of federal, state, local, international, or other laws or regulations for the protection of persons or members of a protected class or category of persons; (c) sexual discrimination or harassment based upon any protected characteristic; or, (d) bodily injury (including death) or damage to tangible personal or real property; provided, however, that the foregoing indemnity shall not apply to the extent that the applicable Claim resulted from the negligent acts, omissions, or willful misconduct of Contractor, its officers, directors, agents, or employees.

14. Proprietary Rights Indemnification. Contractor agrees to indemnify, defend, and hold PRECO Indemnitees harmless from and against any and all Claims, including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from any PRECO Indemnitee, arising out of a claim that the Product infringes or misappropriates any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right. In the event that Contractor is enjoined from delivering either preliminary or permanently, or continuing to license to PRECO, the Product and such injunction is not dissolved within thirty (30) days, or in the event that PRECO is adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the use of the Product, then Contractor shall, at its expense: (a) obtain for PRECO the right to continue using such Product; (b) replace or modify such Product so that it does not infringe upon or misappropriate such proprietary right and is free to be delivered to and used by PRECO; or, (c) in the event that Contractor is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Contractor shall recover such Product from PRECO, in which event in addition to the foregoing indemnification, Contractor shall reimburse to PRECO the full cost for such Product.

15. Indemnification Procedures.

15.1. Promptly after receipt by PRECO of a threat of any action, or a notice of the commencement, or filing of any action against PRECO or any PRECO Indemnitee, PRECO shall give notice thereof to Contractor, provided that such notice to Contractor shall not relieve Contractor of any liability it may have to PRECO or any PRECO Indemnitee except to the extent that Contractor demonstrates that the defense of such action is prejudiced thereby. PRECO shall not independently defend or respond to any such claim; provided, however, that: (a) PRECO may defend or respond to any such claim, at Contractor's expense, if after consultation with Contractor, such defense or response is necessary to preclude a default judgment from being entered against PRECO; and, (b) PRECO shall have the right, at its own expense, to monitor Contractor's defense of any such claim. Contractor shall have sole control of the defense and of all negotiations for settlement of such action. At Contractor’s request, PRECO shall cooperate with Contractor in defending or settling any such action; provided, however, that Contractor shall reimburse PRECO for all reasonable out-of-pocket costs incurred by PRECO (including, without limitation, reasonable attorneys’ fees and expenses) in providing such cooperation.

15.2. Promptly after receipt by Contractor of a threat of any action, or a notice of the commencement, or filing of any action against Contractor or any Contractor Indemnitee, Contractor shall give notice thereof to PRECO, provided that such notice to PRECO shall not relieve PRECO of any liability it may have to Contractor or any Contractor Indemnitee except to the extent that PRECO demonstrates that the defense of such action is prejudiced thereby. Contractor shall not independently defend or respond to any such claim; provided, however, that: (a) Contractor may defend or respond to any such claim, at PRECO’s expense, if after consultation with PRECO, such defense or response is necessary to preclude a default judgment from being entered against Contractor; and, (b) Contractor shall have the right, at its own expense, to monitor PRECO’s defense of any such claim. PRECO shall have sole control of the defense and of all negotiations for settlement of such action. At PRECO’s request, Contractor shall cooperate with PRECO in defending or settling any such action; provided, however, that PRECO shall reimburse Contractor for all reasonable out-of-pocket costs incurred by Contractor (including, without limitation, reasonable attorneys’ fees and expenses) in providing such cooperation.

16. Limitation of Liability.

16.1. NEITHER PARTY SHALL BE LIABLE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), UNDER ANY WARRANTY OR OTHERWISE RELATING TO THE SERVICES OR THIS AGREEMENT, FOR ANY PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS OR DAMAGE.

This Section shall survive the termination of this Agreement.

16.2. ALL OF THE PROVISIONS OF THIS AGREEMENT PROVIDING FOR LIMITATION OF, OR PROTECTION AGAINST LIABILITY OF CONTRACTOR, SHALL ALSO PROTECT ITS DIRECTORS, OFFICERS AND EMPLOYEES, AND AFFILIATED ENTITIES OF CONTRACTOR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES, AND SHALL APPLY REGARDLESS OF THE FAULT, NEGLIGENCE OR STRICT LIABILITY OF CONTRACTOR, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES. ANY CAUSE OF ACTION OR OTHER CLAIM RELATING TO THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER COMPLETION (OR TERMINATION) OF THE SERVICES. THE PROVISIONS OF THIS SECTION 16 SHALL APPLY NOTWITHSTANDING ANY OTHER

PROVISION OF THIS AGREEMENT.

17. Insurance.

17.1. 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. The limits required may be provided by a combination of primary and Umbrella/Excess insurance.

TYPES OF INSURANCE

LIMITS OF LIABILITY

(Minimum Amounts)

Comprehensive or Commercial General Liability and Third Party Property Damage

$1,000,000 per occurrence, $2,000,000 aggregate

Excess Liability insurance $2,000,000 per occurrence, $2,000,000 aggregate

Comprehensive or Business Automobile Liability;

Personal Injury (including bodily injury) and Third Party Property Damage

$1,000,000 per occurrence

Workers' Compensation Statutory limits

Employer’s Liability $1,000,000 per accident

Intentionally Omitted Intentionally Omitted

17.2. To the extent of Contractor’s indemnity obligations, PRECO shall be named as an additional insured in such policies which shall contain standard cross liability clauses. 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 right of contribution from any insurance by PRECO. Contractor shall give PRECO no less than thirty

(30) days prior written notice of any cancellation thereof or material change therein. PRECO shall have the right to request an adjustment of Limits of Liability for General Liability as Contractor’s exposure to PRECO increases (i.e. if Contractor’s annual payment is expected to be $4,000,000 then $3,000,000 limits are no longer adequate).

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

18. Compliance.

18.1. Equal Opportunity

18.1.1. 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.

18.1.2. 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.

18.1.3. 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.

18.1.4. 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.

18.1.5. 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.

18.1.6. 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.

18.1.7. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract 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.

18.1.8. 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.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

18.2. Contract Work Hours and Safety Act.

18.2.1. 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 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.

18.2.2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph 18.2.1 of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph 18.2.1 of this section, in the sum of $27 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 18.2.1 of this section.

18.2.3. Withholding for unpaid wages and liquidated damages. PRECO 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

18.2.2 of this section.

18.2.4. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section.”

18.3. Clean Air Act and the Federal Water Pollution Control Act.

18.3.1. 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.

18.3.2. The contractor agrees to report each violation to the PRECO and understands and agrees that the PRECO will, in turn, report each violation as required to assure notification to the State of Florida, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

18.3.3. 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.

18.3.4. The contractor agrees to report each violation to the PRECO and understands and agrees that the PRECO will, in turn, report each violation as required to assure notification to the State of Florida, Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

18.3.5. 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.

18.4. Debarment and Suspension

18.4.1. This Agreement 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).

18.4.2. 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 into.

18.4.3. This certification is a material representation of fact relied upon by PRECO. 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 Florida Department of Emergency Management and PRECO, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

18.4.4. The Contractor agrees to comply 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.”

18.5. Byrd Anti-Lobbying. Contractors who apply or bid for an award of $100,000 or more shall 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 who in turn will forward the certification(s) to the federal awarding agency.

18.6. FEMA Funded Contract. When this contract is related to a disaster related response the contractor acknowledges:

This is an acknowledgement that FEMA financial assistance may be used to fund the contract only. The contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives.

18.7. Access to Records. following access to records requirements apply to this contract:

18.7.1. The Contractor agrees to provide PRECO, State of Florida, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions.

18.7.2. 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.

18.7.3. The 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 contract.

18.7.4. In compliance with the Disaster Recovery Act of 2018, PRECO and the Contractor acknowledge and agree that 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.

18.8. Procurement of Recovered Materials

18.8.1. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless 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.

18.8.2. Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines website, https://www.epa.gove/smm/comprehensive-procurement-guideline-cpg-program

18.8.3. The contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.

18.9. Prohibition on Contracting for Covered Telecommunications Equipment or Services

18.9.1. 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

18.9.2. Prohibitions:

18.9.2.1. 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.

18.9.2.2. Unless an exception in paragraph (18.9.3) 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:

18.9.2.2.1. 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;

18.9.2.2.2. 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;

18.9.2.2.3. 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

18.9.2.2.4. 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.

18.9.3. Exceptions

18.9.3.1. This clause does not prohibit contractors from providing-

18.9.3.1.1. A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or Contract Provisions Guide 28

18.9.3.1.2. 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.

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

18.9.3.2.1. 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.

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

18.9.4. Reporting Requirements

18.9.4.1. 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 18.9.4.2 of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information https://www.epa.gove/smm/comprehensive-procurement-guideline-cpg-program

18.9.4.2. The Contractor shall report the following information pursuant to paragraph 18.9.4.1

18.9.4.2.1. 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.

18.9.4.2.2. Within 10 business days of submitting the information in paragraph 18.9.4.2.1 of this clause: Any further available information about mitigation actions undertaken or recommended.