Agenda packet — Visalia City Council, August 4, 2025 (part 1 of 4)

Visalia City Council
707 W. Acequia
Visalia, CA 93291
Visalia City Council
Visalia City Council
Meeting Agenda - Final
Mayor Brett Taylor
Vice Mayor Liz Wynn
Council Member Steve Nelsen
Council Member Emmanuel Hernandez Soto
Council Member Brian Poochigian
Monday, August 4, 2025 7:00 PM City Council Chambers

ROLL CALL
CALL TO ORDER WORK SESSION - 3:00 PM (Unless otherwise noted)

PUBLIC COMMENTS
Citizens are now invited to comment on issues within the jurisdiction of the Visalia City Council and items listed on the Closed Session agenda. The Council asks that you keep your comments concise and positive. Creative criticism, presented with appropriate courtesy, is welcome. Each speaker will be allowed three minutes, and a timer will notify you when your time is expired. Please begin your comments by stating and spelling your name and providing your city of residence.

WORK SESSION AND ACTION ITEMS (as described)

1. New Employee Introductions
Joseph Gonzalez, Sr. Street Department Maintenance Worker Garian Martin, Solid Waste Department Operator
Cody Looper, Traffic Division Utility Locator
Manuel Alvarez, WWTP Maintenance Mechanic
Saul Guzman, WWTP Maintenance Mechanic
Dallas Crow, GIS Analyst
Gavin Silveira, IS Analyst
Kimberlynn Verdugo, Computer Technician
Sean Nourie, IS Analyst
Angie Harill, Purchasing Specialist
Osvaldo Panduro-Salas, Police Officer
Tyler Richwine, Police Officer
Kevin Renard, Lateral Police Officer
Joaquin Rodriguez-Ortega, Lateral Police Officer
Brent Eichelberger, Squad Paramedic
Efrain Munoz, Squad Paramedic
25-0312

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1 Visalia City Council Meeting Agenda - Final August 4, 2025

2. Planning Commissioner Interviews - Conduct interviews to appoint upcoming Planning Commissioner vacancies/seats for the term of July 1, 2025 through June 30, 2027, and/or the option to fill a second unexpired term which ends June 30, 2026 or reopen the recruitment.
25-0338
ADJOURN TO CLOSED SESSION - 6:00 PM (Or, immediately following Work Session)
CALL TO ORDER REGULAR SESSION - 7:00 PM

PLEDGE OF ALLEGIANCE

INVOCATION LED BY PASTOR SEAN EWBANK, CHRIST LUTHERAN
CHURCH

SPECIAL PRESENTATION / RECOGNITION
Recognition of 8u Central California World Series Champions

PUBLIC COMMENTS
This is the time for general public comment on issues within the jurisdiction of the Visalia City Council. Each speaker tonight may speak for up to 3 minutes during this general comment period on a matter that is not on this agenda.

The public may also make one comment for up to 3 minutes prior to the consideration of the Consent Calendar, and immediately before any regular agenda item is heard. The Council asks that you keep you comments concise and positive. Creative criticism, presented with appropriate courtesy, is welcome.

Each speaker will be allowed three minutes and a timer will notify you when your time is expired. Please begin your comments by stating and spelling your name and providing your city of residence.

ITEMS OF INTEREST

CONSENT CALENDAR
Consent Calendar items are considered routine and will be enacted in one motion.

This is the time for members of the public to provide public comment on an item on the Consent Calendar. Comments will not be taken individually by the public if an item is pulled by a Council Member. Each speaker is allowed up to 3 minutes, and a timer will notify you when your time is expired. Please begin your comments by stating and spelling you name and providing your city of residence.

1. Authorization to read ordinances by title only. 25-0252

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2 Visalia City Council Meeting Agenda - Final August 4, 2025

2. Valley Strong Stadium Clubhouse - Accept the Construction Proposal for Phase 2, Task 2 - Clubhouse & Related Site Work by the Design-Builder, 4CGlobal, Inc. dba 4Creeks Build for a lump sum amount of $3,222,783.52, appropriate $1,335,324 from the Baseball Fund and transfer funds in the amount of $298,700 from existing projects.
25-0224

3. Developer Reimbursement Agreement and Appropriation of Funds - Authorize the City Manager to execute the reimbursement agreement with Visalia Parkway Partners Inc., for Visalia Parkway Phase 2 widening from west of Dans Lane to Woodland Street, in the amount of $3,281,799.52 with modified payment terms; and further authorize the additional appropriation of $1,788,400 from the Transportation Impact Fee Fund.
25-0232

4. Accept Irrevocable Offer of Dedications - Adopt Resolution No. 2025-58 authorizing the acceptance of a portion of the Irrevocable Offer of Dedication to the City of Visalia for additional street right-of-way as offered under Parcel Map No.5260 for Riggin Avenue and Parcel Map No. 4452 for Clancy Street.
25-0292

5. Approve the Purchase of (3) Godwin Portable Pumps -
Authorize the purchase of 3 Godwin Portable Pumps for the Wastewater Collections Division from Pac Machine Company for $181,561.06, appropriate $8,590.27 from the Storm Sewer Maintenance Fund, and appropriate $25,770.79 from the
Wastewater Fund.
25-0310

6. Park Pond Project Notice of Completion - Request authorization to file a Notice of Completion for the Plaza Park Pond Shoreline Replacement Project.
25-0314

7. Award Contract for Solids Handling Improvement Project - Authorize the City Manager to award a construction contract to WM Lyles in the amount of $13,744,000 for the Solids Handling Improvement Project at the Visalia Water Reclamation Facility. 25-0319

8. Conditional Acceptance of Federal Aviation Administration Grant Funds - Authorize the conditional acceptance of a Federal Aviation Administration Airport Improvement Program grant in the amount of $134,520 for the design phase of the Taxilane Reconstruction Project at the Visalia Municipal Airport. 25-0320

9. Authorization for Payment to the California Vanpool Authority (CalVans) - Authorize the payment of CalVans invoices for the Visalia Transit contributions to the Authority’s vanpool program. 25-0325

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3 Visalia City Council Meeting Agenda - Final August 4, 2025

10. Ordinance Adoption - Second reading and adoption of Ordinance No. 2025-03, amending Visalia Municipal Code Section 5.68 “Massage Establishments” and Zoning Text Amendment No.
2025-02, amending Visalia Municipal Code Title 17 (Zoning), Chapter 17.04 Definitions and Chapter 17.25 Uses in the Mixed Use, Office and Industrial Zones.
25-0327

11. Prezone Ordinance Adoption - Second Reading and adoption of Ordinance No. 2025-04, a request by the City of Visalia to adopt a prezone of the property related to Annexation No. 2024-03, undergoing annexation into the City limits of Visalia. The prezone will change zones on the Official Zoning Map of the City of Visalia from 284 acres of unzoned to approximately 253 acres of Industrial (I) zone designation and approximately 31 acres of I-L (Light Industrial), consistent with the land use designations of the Visalia General Plan Land Use Map and consistent with Section 17.06.050 of the Visalia Municipal Code. The proposed Project is located on approximately 284 acres, on the north side of Riggin Avenue between Shirk Street and Kelsey Street. (APN: 077-840-004, 005, 006).
25-0326

12. Prezone Ordinance Adoption - Second Reading and adoption of Ordinance No. 2025-05, a request by the City of Visalia to adopt a prezone of the property related to Annexation No. 2024-05, undergoing annexation into the City limits of Visalia. The prezone will change zones on the Official Zoning Map of the City of Visalia from 62 acres of unzoned to approximately 55 acres of R-1-5 (Single-Family Residential, 5,000 square foot minimum site area) and approximately 7 acres of C-MU (Mixed Use Commercial) zone designation, consistent with the land use designations of the Visalia General Plan Land Use Map and consistent with Section 17.06.050 of the Visalia Municipal Code. The proposed project site is located on approximately 62 acres, on the southeast corner of South Santa Fe Street and East Caldwell Avenue (APNs: 123-400-005 and 123-400-001).
25-0328

13. Oak Tree Preservation Ordinance Amendment- Second reading and adoption of Ordinance 2025-06 amending Chapter 12.24 of the Visalia Municipal Code Relating to Oak Tree Preservation. 25-0335

14. Second Reading and Adoption of Ordinance 2025-07
Regarding Easements - Adopt Ordinance 2025-07 authorizing the grant of easements to Southern California Edison Company to construct and maintain electrical facilities on a portion of city-owned property and authorizing the City Manager to execute the grant of easements.
25-0309

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4 Visalia City Council Meeting Agenda - Final August 4, 2025

15. Convention Center Discount Authority - Confirmation of the City Manager’s authority to establish a discount policy for Convention Center usage and to have the authority to delegate the
implementation of that policy.
25-0337

16. Approval of Agricultural Conservation Easement Form - A request by Sequoia Riverlands Trust to have the agricultural conservation easement form and content filed approved as required per the City's adopted Agricultural Preservation Ordinance.
25-0341

17. Approve Change Orders and Authorize Measure N Amendment Process - Approve change orders for the modernization of parking structures and Fire Station 52 elevators; and authorize City staff to initiate Measure N amendment process to increase project funds. 25-0346

REGULAR ITEMS AND PUBLIC HEARINGS
Comments related to regular Items and Public Hearing Items are limited to three minutes per speaker, for a maximum of 30 minutes per item. The Mayor may reasonably limit or extend the public comment period to preserve the Council's interest in conducting efficient, orderly meetings.

1. Visalia Police Department Overview Presentation - Visalia Police Department command staff will present an overview of the Department including a general overview of the operations, department staffing, response data, crime analytics, and project updates.
25-0333

2. Fire Station 51 Project Update - Receive an update on the Fire Station 51 Project located between Stevenson Street and Conyer Street, south of Acequia Avenue; provide direction regarding the exterior building style for the project and determine if the project is ready to proceed to working drawings.
25-0057

3. Review the Visalia Police Department AB 481 Annual Report - Review Ordinance No. 2022-09, which adopted the Visalia Police Department Military Equipment Use Policy, the 2025 Visalia Police Department AB 481 Annual Report, and adopt Resolution 2025-60, a resolution renewing the Visalia Police Department Military Equipment Use Policy and approving the continued use of the equipment described in the AB 481 Annual Report pursuant to Government Code Section 7070 et seq. and determine that approval of Resolution 2025-60 is not a project under CEQA. 25-0294

CLOSED SESSION REPORT

ADJOURNMENT

UPCOMING CITY COUNCIL MEETINGS

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5 Visalia City Council Meeting Agenda - Final August 4, 2025

1. Upcoming City Council Meetings
Monday, August 18, 2025 @ 7:00 p.m. at 707 W. Acequia
Tuesday, September 2, 2025 @ 7:00 p.m. at 707 W. Acequia Note: Meeting dates and times are subject to change, check posted agenda for correct details. In compliance with the American Disabilities Act, if you need special assistance to participate in meetings contact 713-4512.

Written materials relating to an item on this agenda submitted to the Council after distribution of the agenda are available for public inspection in the Office of the City Clerk, 220 N. Santa Fe Street, Visalia CA 93292, during normal business hours.
25-0248

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6 Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0312 Agenda Date: 8/4/2025 Agenda #: 1.

Agenda Item Wording:

New Employee Introductions
Joseph Gonzalez, Sr. Street Department Maintenance Worker Garian Martin, Solid Waste Department Operator
Cody Looper, Traffic Division Utility Locator
Manuel Alvarez, WWTP Maintenance Mechanic
Saul Guzman, WWTP Maintenance Mechanic
Dallas Crow, GIS Analyst
Gavin Silveira, IS Analyst
Kimberlynn Verdugo, Computer Technician
Sean Nourie, IS Analyst
Angie Harill, Purchasing Specialist
Osvaldo Panduro-Salas, Police Officer
Tyler Richwine, Police Officer
Kevin Renard, Lateral Police Officer
Joaquin Rodriguez-Ortega, Lateral Police Officer
Brent Eichelberger, Squad Paramedic
Efrain Munoz, Squad Paramedic
Visalia City Council Page 1 of 1 Printed on 7/29/2025
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Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0338 Agenda Date: 8/4/2025 Agenda #: 2.

Agenda Item Wording:

Planning Commissioner Interviews - Conduct interviews to appoint upcoming Planning Commissioner vacancies/seats for the term of July 1, 2025 through June 30, 2027, and/or the option to fill a second unexpired term which ends June 30, 2026 or reopen the recruitment.

Prepared by:

Reyna Rivera, Chief Deputy City Clerk, [email protected], (559) 713-4512; Leslie Caviglia, City Manager, [email protected], (559) 713-4332 Department Recommendation: It is recommended that the Visalia City Council conduct interviews to fill an upcoming vacancy for the Visalia Planning Commission with a term ending on June 30, 2027, and/or the option to fill a second unexpired term ending June 30, 2026, due a resignation of another Commissioner, or reopen the recruitment process. Any appointment(s) made for the unexpired term should be effective August 26, 2025
Summary:

The City Council is being asked to conduct interviews and appoint one or more applicants to fill vacancies on the Visalia Planning Commission. This includes a full-term seat from July 1, 2025, to June 30, 2027, and a second recent vacancy for an unexpired term ending June 30, 2026. The second unexpired term is the result of a resignation of Commissioner Adam Peck. These appointments are essential as the City prepares to undertake a comprehensive General Plan update process. Having experienced Commissioners in place will support continuity and effective decisionmaking. However, given that the public did not know there were two positions available, the Council could choose to reopen the recruitment process to solicit additional applicants.

Background Discussion:

Pursuant to Article XIII, Section 1 of the Visalia City Charter, the City Council may establish a Planning Commission consisting of five members who serve without compensation. The Commission is granted powers and duties as determined by the Council, specifically related to city planning matters.

According to Visalia Municipal Code Section 2.16.020, vacancies on the Planning Commission must be filled by the Council and are to be filled only for the remainder of the unexpired term.

Commissioners must also be United States citizens and residents of the City of Visalia.

The Visalia Planning Commission currently consists of five voting members. Commissioner Chris Tavarez has submitted his resignation, effective upon the appointment of his replacement. In response, the City Council directed staff to begin recruitment efforts to fill the anticipated vacancy.

Furthermore, last week staff also received the resignation of Commissioner Adam Peck, who is moving out of the area to assume a new job. His term expires June 30, 2026.

The timing of the recruitment and appointments is especially important as the City is preparing to launch a comprehensive General Plan update in the coming year. Ensuring that the Planning Commission includes individuals with relevant experience in land use planning, zoning, and Visalia City Council Page 1 of 3 Printed on 8/1/2025
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File #: 25-0338 Agenda Date: 8/4/2025 Agenda #: 2.

Commission includes individuals with relevant experience in land use planning, zoning, and community development, will provide stability and help support informed decision-making throughout this complex process.

Although Commissioner Tavarez is stepping down due to work-related commitments, staff recommends he remain on the Commission temporarily to maintain a quorum until a new Commissioner is appointed. Staff has initiated the recruitment process, and both new applicants and those with current applications on file will be presented to the Council for consideration.

In addition to Commissioner Tavarez’s resignation, Commissioner Peck has submitted his resignation effective the end of day August 25, 2025.

Given that Commissioner Peck has a firm resignation date and Commissioner Tavarez has given his resignation effective the appointment of his replacement, Council could choose to appoint Commissioner Peck’s replacement first, and if it is the Council’s desire to reopen the recruitment process, Commissioner Tavarez could continue serving until his replacement is appointed.

Interviews will be conducted, and the final selection(s) will be made at the Council’s discretion. A successful appointee may fill the remainder of Commissioner Tavarez’s term, ending June 30, 2027, and/or the Council may choose to appoint a candidate to fill Commissioner Peck’s unexpired term ending June 30, 2026, or reopen the recruitment process.

Fiscal Impact: N/A
Prior Council Action: June 16, 2025: Council reappointed Commissioner Bill Davis to serve his second term. Commissioner Chris Tavarez was also reappointed to serve his third term, and Council directed staff to begin a recruitment in anticipation of his pending resignation.

Other: N/A
Alternatives: The Council may provide direction to staff for an alternate process.

Recommended Motion (and Alternative Motions if expected):

I move to appoint (insert name) to the Planning Commission to a full two-year term beginning July 1, 2025, and ending June 30, 2027, effective August 26, 2025; And/or
I move to appoint (insert name) to the Planning Commission to fill the unexpired term ending June 30, 2026, effective August 26, 2025;
And/or
I move to reopen the recruitment for additional candidates given that the public was unaware that two positions would be available.

Environmental Assessment Status: None.

CEQA Review: None.

Deadline for Action: 8/4/2025
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File #: 25-0338 Agenda Date: 8/4/2025 Agenda #: 2.

Attachments: Planning Commission Applications
Visalia City Council Page 3 of 3 Printed on 8/1/2025
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11 Target Complete Date: 2/20/2024 3:39:11 PM
Actual Complete Date:

Request Source: Internet (N)
Original Assigned Staff: Arce, Kiley
Gorelik, Ilya
Rouse, Kathy
Ruiz, Gladys
Schonbachler, Macey
+ Staff/ Citizen Action Log
No Staff/Citizen Actions have been added
Color
Flag:
12 13
Work Phone Number:

Potential Conflicts:

If Yes, explain in detail any potential
conflicts:

First Choice for City
Board/Committee/Commission:

Applicable qualifications and experience:

Goals for this appointment:

Applicable qualifications and experience:

Goals for this appointment:

Applicable qualifications and experience:

Goals for this appointment:

Agree or Not Agree:

Resume:

Male or Female:

Ethnic Category:
<+ Staff Request Admin
Request ID: 272479
My office: (559) 730-3927; COS's HR Office: (559)730-
3867
No
Planning Commission
Please see above as well as attached resume. If the
Committee requires any further documentation, please
advise.

Sitting on the planning committee presents a unique
opportunity to contribute to the growth and progress
of our great community. Some of my objectives would
be to work collaboratively with the committee to
address long-term plans and strategies for sustainable
development in the community; represent the interests
and concerns of the community or stakeholders in
committee discussions; support and foster economic
growth that offers employment opportunities, improve
infrastructure, and enhance the overall prosperity of
the community, and ultimately, transparency and trust
with community members. I would foresee being
actively engaged and acquiring best practices from
current members in their shared expertise and
knowledge while working towards the goals set forth
and tasked to the committee. last, and most
importantly, I hope to make a meaningful contribution
to the future of our community in a positive and
sustainable way.

Agree
View Attachment
Female
Hispanic - includes Mexican, Chicano, Latino, and all
persons of Puerto Rican, Cuban Central, South
American or Spanish descent.

Received/Entered: 2/26/2024 9:45:41 AM
Priority: Normal
Status: Received
Color
Target Complete Date: 2/28/2024 9:45:41 AM
Actual Complete Date:

Request Source: Internet (N)
Original Assigned Staff: Arce, Kiley
Gorelik, Ilya
Rouse, Kathy
Ruiz, Gladys
Schonbachler, Macey
'� Staff / Citizen Action Log
No Staff/Citizen Actions have been added
Flag:
14 Pura M. Cordero

EXPERIENCE
2008 - Present College of the Sequoias
Tenured Professor - Director of the Paralegal Program
Disciplines: Business, Paralegalism, Administrative Justice, Social Science * Develop Business/ Paralegal Curriculum for Business Division * Maintain High Level of Academic Standards
* Research/ Recommend Text and Other Materials
Visalia, CA
* Lecture/ Grade, Evaluate and Report Student Performance Data in relation to Student Learning Objectives and Program Learning Objectives
* Tri-Chair - President's Accreditation Taskforce: Sub-group IV - Governance * Pathway to Law School: Faculty Champion
* LSAC Prelaw Advisor
* WEXP Paralegal Internship Coordinator
* Chair: Legal Advisory Committee
* Software: Blackboard, Aplia, MindTap
2006 - Present Marquee Realty: Real Estate Services Visalia, CA Broker/Owner: Licensed in California and Texas
* Member of the Tulare County Board of Realtors, CAR and NAR * Develop a Strong and Effective Marketing Programs for both Buyers and Sellers * Create marketing tools for potential clients/mortgage lenders * Maintain and promote business relationships - plan events, newsletters, etc. * Stage listings for open houses
* Accounting
* Create and maintain budget
* Educate clients on housing disclosures/ RE governing bodies/ local and state regulations * Research, analyze and present housing market data to outside brokers/ clients/ investors 2004-2005
Prior to 2004
Administrator
Century City Primary Care, LLC [CCPC]
Elie M. Gindi, MD, Inc. *merged with CCPC 2004
Century City, CA
* Structured LLC in connection with attorneys; successfully arbitrated/represented worker's compensation claims, employee labor disputes, EDD
* Manage accounts payable and receivable - 100 + vendors * Oversee daily business activities - correspondence, internal memorandums, organize and maintain confidential and sensitive files, represent the office in meetings/ events * Human Resources: supervise a staff of 8 physicians and 25 employees: recruit physicians, coordinate benefits [malpractice coverage, disability coverage, workers' compensation, pension plan vestment/participation, health Insurance, vacation, etc.]; maintain employee files, employee 15 16
17 18
19 20
21 22
23 24
FIRST choice for Board/Committee/Commission appointment:

SECOND choice for Board/Committee/Commission appointment:

THIRD choice for Board/Committee/Commission appointment:

Describe any qualifications, experience, and education, as well as any technical or professional background you may have relative to the duties of this position.

What are your goals in serving on this
Board/Committee/Commission?
Describe any qualifications, experience, and education, as well as any technical or professional background you may have relative to the duties of this position.

What are your goals in serving on this
Board/Committee/Commission?
My two decades as a California business owner and licensed mental health professional offer a unique and relevant skill set for the Planning Commission. I bring strong analytical and assessment skills, honed by managing complex operations and evaluating diverse community needs, enabling me to thoroughly review proposals and make informed, data-driven decisions.

My career emphasizes collaborative relationship-building and effective communication, crucial for navigating public input and fostering consensus. Ultimately, I am deeply committed to community well-being and equitable growth, ensuring Visalia's planning decisions contribute to a vibrant, sustainable future for all residents.

If appointed, my central goal is to contribute directly to the city's responsible growth and development. I aim to provide informed recommendations to the City Council on land use, building, and subdivisions, ensuring consistent administration of the Zoning Ordinance. Leveraging my experience in
understanding diverse community needs and building
relationships, I will also champion effective community engagement, ensuring public input thoughtfully shapes Visalia's development and contributes to a balanced, sustainable future for all residents.

Planning Commission
25 26
Jennifer Taglieri, MA, LMFT
 

PROFESSIONAL SUMMARY
Passionate and community-focused professional with over two decades of experience in business operations and diverse community engagement. Possessing strong analytical, communication (English & Spanish), and interpersonal skills, I am equity-minded with a proven ability to build collaborative relationships with external partners and community organizations. I am eager to apply my comprehensive understanding of community needs and strategic problem-solving to contribute to thoughtful urban planning and sustainable development.

COUNSELING EXPERIENCE
Coordinator of Mental Health Support Services/ Licensed Mental Health Therapist Reedley College/State Center Community College District February 2024-Present ▪ Manage day-to-day operations of campus mental health support services. ▪ Provide counseling services, including assessment, therapy, and crisis intervention, addressing student concerns.
▪ Develop and present workshops for students, as well as staff and faculty, to enhance student success.
▪ Manage student cases, including referrals to campus and community resources. ▪ Conduct outreach and programming to promote student wellness and safety. ▪ Collaborate with diverse campus departments to ensure integrated service delivery and enhance overall community well-being.

Mental Health Counselor May 2019-March 2022
Serene Pathways Counseling, Chino, CA
▪ Conducted intake and assessment services, including collaborative goal setting and support planning.
▪ Provided trauma-informed and evidence-based counseling services, including safety/risk assessments, crisis intervention, and referrals.
▪ Managed cases and maintained confidential documentation through electronic health records.
▪ Collaborated and coordinated with professionals to ensure comprehensive support and referrals.

Mental Health Counselor January 2015-July 2019
Chaffey Joint Union High School District, Ontario, CA
▪ Conducted assessments and established support plans for students, including those with diverse educational needs (e.g., special education).
▪ Collaborated with educational teams (teachers, administration, staff) across multiple high school campuses, including alternative education settings. ▪ Provided support and intervention for students with social, emotional, and behavioral concerns.
▪ Provided crisis intervention, risk assessments, and collaborated with crisis response teams. ▪ Managed student cases and maintained confidential documentation using electronic health records.
▪ Connected students and families with community resources. 27 ▪ Provided individual and group support services to students. ▪ Developed and implemented support programs, including psychoeducational groups. ▪ Provided outreach and support to diverse student populations, including English Language Learners.
▪ Organized and coordinated district-wide initiatives to promote student well-being and connect students with resources across multiple school sites. ▪ Collaborated on the development of policies and programs to enhance student support. ▪ Developed assessment and administrative tools for support service programs.

BUSINESS AND MANAGEMENT EXPERIENCE
Client Relationship Manager/Licensed Insurance Agent September 2002-April 2024 Grand Conexion Insurance Services, Visalia, CA
▪ Managed day-to-day operational functions, including service delivery, outreach, and program administration.
▪ Developed and implemented strategic business plans, ensuring robust community engagement and long-term relationship management
▪ Conducted risk assessments and provided strategic guidance to diverse populations, demonstrating strong analytical and problem-solving capabilities. ▪ Built and maintained trusted relationships with clients, partner institutions, and community organizations.

Consultant of Affiliate Relationships December 2009-April 2024 Remland Insurance Services, Inc., Orange, CA
▪ Developed partnership programs with external organizations to expand access to resources and enhance program effectiveness.
▪ Conducted outreach, facilitated onboarding, and provided training to partner organizations, including contract oversight and management.

LICENSURE
Licensed Marriage and Family Therapist (LMFT122159) California Board of Behavioral Sciences

EDUCATION
▪ Master of Arts in Counseling Psychology, National University, Southern California ▪ Bachelor of Arts in Psychology & Social Behavior, University of California Irvine ▪ Associate of Arts in Psychology, Orange Coast College, Costa Mesa, California

PROFESSIONAL DEVELOPMENT
▪ Certified Mental Health First Aid Instructor, The National Council for Mental Wellbeing ▪ Acceptance and Commitment Therapy (ACT) Practice & Consultation Fellowship, University of Chicago
▪ Gestalt Therapy - Gestalt Associates Training Los Angeles 28 29
30 31
32 33
emphasizing the value of historic landmarks and
stories.

Additional skills and/or interests: In addition to my academic and professional background, I bring a wide range of skills and passions that enrich my contributions to the community. I am
an experienced public speaker, event coordinator, and
cultural educator with over 25 years of experience in
dance instruction, theatrical production, and artistic
direction. In my free time, I enjoy historical research, cosplay—often portraying iconic characters like
Batman and Wolverine—creative arts, and exploring
local history through travel and photography. I am
deeply committed to civic engagement and regularly
attend Visalia City Council meetings to stay informed
and involved in local decisions. I strive to maintain
respectful and professional relationships with all five council members, prioritizing unity, transparency, and
a shared vision for the city. I care deeply about the
future of Visalia and aim to serve in ways that preserve its heritage while fostering inclusive growth.

Community activities in which you are
involved:

As an active community member in Visalia, I have
dedicated myself to uplifting and connecting diverse
groups through service, education, and cultural
engagement. I have led and organized multicultural
events, volunteered with local nonprofits, and
supported youth and family-focused initiatives. My
work includes mentoring students, advocating for
animal welfare, and contributing to cultural awareness
programs during Hispanic Heritage Month and other
civic celebrations. I also support neighborhood
beautification efforts and have collaborated with local organizations to create inclusive, vibrant community
spaces. My passion for the city extends to attending
city council meetings consistently and advocating for
transparency, inclusion, and preservation. I maintain a professional presence and open line of communication
through my LinkedIn profile:
www.linkedin.com where
community members and colleagues can learn more
about my experience, values, and ongoing initiatives.

Service on a City Board, Committee or
Commission:

I have proudly served the City of Visalia through
consistent civic engagement and volunteerism. I
attend every city council meeting to stay informed
about ongoing issues, policies, and development plans
affecting our community. My approach is rooted in
fairness and collaboration, as I strive to maintain
positive, unbiased relationships with all five council
members while advocating for transparency and
inclusivity. I have partic
Staff Request Admin
Request ID: 274976
Received/Entered: 5/7/2025 9:02:30 PM
Target Complete Date: 5/9/2025 9:02:30 PM
Actual Complete Date:

Request Source: Internet (N)
Priority: Normal
Status: Received
Color
Flag:
34 Original Assigned Staff: Dangerfield, Rachel
Rivera, Reyna
♦ Staff / Citizen Action Log
No Staff /Citizen Actions have been added
35 36
Community Leadership & Civic Engagement
Candidate – Visalia City Council, District 1
2024
- Campaigning to bridge the gap between city governance and local residents. - Prioritize child safety, responsible spending, heritage conservation, and animal welfare. - Engage regularly in community forums, Hispanic heritage celebrations, and city-wide cultural initiatives.

Volunteer & Cultural Advocate
- Speaker at community and women’s forums promoting inclusivity, public service, and education.
- Organizer of multicultural festivals, including Hispanic Heritage Month events. - Supporter of local animal shelters, advocating for adoption over euthanasia.

Education
Brigham Young University–Idaho
Bachelor’s Degree in Education, Minor in Social Studies/HIstory Rexburg, ID | 2010 – 2012
College of the Sequoias
General Education & Transfer Studies
Visalia, CA | 2007 – 2009
Additional Skills
- Bilingual: English & Spanish
- Public Speaking & Advocacy
- Cultural Program Development
- Education /HIstory Education
- Community Outreach & Grant Writing
- Political Strategy & Campaign Management
- Artistic Design, Dance Instruction, & Cosplay (Batman & Wolverine) special events 37 Committee’s and Commissions Application
Supplemental Information
Efrain Becerra
Schooling
Bringham Young University, Idaho
University Studies, Composite Education – Emphasis in History, B.A.

Employment Information
Caregiver (present)
Maxim Healthcare Services, 6051 N. Fresno Street, Suite 102, Fresno, CA 93710 Phone Number: (559) 224-9078
Caregiver experience of 10 years
Substitute teacher (present)
Tulare County Office of Education, 6200 South Mooney Boulevard, Visalia, CA 93277 Phone Number: (559) 733-6300
Conflict of Interest
No conflicts of interest.

Choice of Committee
1 st – Historic Preservation Advisory Committee
2 nd – Parks & Recreation Commission
3 rd – Any other open committee/commission
Certification
Agree with statement.

Gender Identification
Male
Ethnic Category
Hispanic – Mexican descent
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46 Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0252 Agenda Date: 8/4/2025 Agenda #: 1.

Agenda Item Wording:

Authorization to read ordinances by title only.

Visalia City Council Page 1 of 1 Printed on 7/24/2025
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Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0224 Agenda Date: 8/4/2025 Agenda #: 2.

Agenda Item Wording:

Valley Strong Stadium Clubhouse - Accept the Construction Proposal for Phase 2, Task 2 - Clubhouse & Related Site Work by the Design-Builder, 4CGlobal, Inc. dba 4Creeks Build for a lump sum amount of $3,222,783.52, appropriate $1,335,324 from the Baseball Fund and transfer funds in the amount of $298,700 from existing projects.

Prepared by:

Rebecca Keenan, Senior Civil Engineer, 713-4541; [email protected] Christopher Crawford, City Engineer, 713-4331; [email protected] Jason Huckleberry, Eng & Bldg. Director, 713-4495; [email protected] Department Recommendation:

Staff recommends that the City Council accept the Construction Proposal for Phase 2, Task 2 - Clubhouse & Related Site Work by the Design-Builder, 4CGlobal, Inc. dba 4Creeks Build for a lump sum amount of $3,222,783.52, appropriate $1,335,324 from the Baseball Fund and transfer funds in the amount of $298,700 from existing projects as outlined in the report.

Summary:

This project will expand and retrofit the existing clubhouse at the Valley Strong Stadium (Recreation Park Baseball Stadium) to comply with Minor/Major League Baseball (MiLB/MLB) requirements. The proposed improvements will expand the existing 6,130 square foot (SF) clubhouse to approximately 7,530 SF, demolish the existing 1,920 SF batting cage/pitching tunnel, and replace it with a 5,804 SF pitching facility. The new batting cage/pitching facility will include a 4,200 SF tunnel, with the remaining space allocated for a weight room, equipment storage room, and team storage room (MLB club).

At this time, as per their design-build agreement, 4Creeks has prepared a lump sum cost proposal of $3,222,783.52, for Phase 2, Task 2 - Clubhouse & Related Site Work. This is the last remaining phase of the current Valley Strong Stadium project. The project is further described below.

Background Discussion:

In 2021, Ewing Cole prepared an audit report of the ballpark which graded the facilities, including the clubhouse, to determine if they are in compliance with MiLB/MLB requirements. Several features around the park received grades less than the standard cutoff, including the clubhouse. In order to achieve compliance, this project will construct a 1,400 square foot (SF) addition to the existing 6,130 square foot (SF) clubhouse and remodel the existing space, for a total clubhouse area of 7,530 SF.

The improvements will provide home and visiting facilities in accordance with MiLB/MLB standards, and will include the following features:

Task 2 - Clubhouse & Related Site Work Components:
· Demolition, clearing, and grubbing of existing batting cage location and impacted facilities, Visalia City Council Page 1 of 7 Printed on 8/1/2025
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such as the existing hardscape and steel picket fencing, as needed. · Demolition of surrounding hardscape as needed to provide accessibility around the outside of the clubhouse.
· Trenching and patch back for electrical feeds, remove existing lighting & footings as needed. · New curb, gutter, sidewalk and pavement modifications related to ADA accessibility. · Storm drain improvements related to the clubhouse expansion. · New trash enclosure, gates, and fencing, as needed.
· New electrical lines and system.
· New bus drop off/pick up location, including new striping and detectable warning surface. · New home dining space, visitor dining, and club house office. · Existing facility will be altered to provide additional restrooms, visiting coaches’ lockers, manager’s office, lockers, and training rooms.
· Landscaping
· Minor parking lot signage & striping
The project will also include all required site improvements in the vicinity of the clubhouse, including ADA upgrades, electrical and plumbing upgrades, fire department upgrades, and solid waste improvements.

At the March 3, 2025, City Council meeting, City Council accepted the Phase 2, Task 1 proposed cost for the batting cage for the lump sum amount of $1,867,198.84. In addition, staff updated the overall project budget to include a possible cost increase of $250,000 related to the site electrical system. Since the clubhouse was still under design at that time, the team was hopeful that other options could be developed to minimize the electrical cost increases. Unfortunately, the overall electrical design for the project is now complete, and the existing electrical infrastructure will have to be upgraded from the existing distribution panel near the main switchboard at Giddings street. This will require installation of a significant amount of conduit, and installation of several new panels to serve both the clubhouse and the new batting cage. The current proposed construction cost includes these electrical improvements
4CG solicited construction bids for Phase 2, Task 2 - Clubhouse & Related Site Work between May 6 - June 3, 2025. However, the bids came in at $4,100,000, which was 44% higher than the preliminary engineer’s estimate of $2,847,216.18 reported to Council at the March 3, 2025, meeting for this phase. Subsequently, 4CG met with city staff and First Pitch Entertainment (FPE) to develop several value engineering (VE) revisions that could lead to cost savings. The main value engineering revisions included a reconfiguration of the site layout to minimize impacts to the existing pavement and concrete flatwork; selection of more economical interior tile surfaces; and an option for the contractor to use either steel or wood structural metal studs. These, and other minor VE revisions were incorporated into a new bid package, and Phase 2, Task 2 was re-issued for bids on June 25th, 2025. A new bid in the amount of $3,222,783.52 was presented to City staff and FPE on July 28, 2025. Through much effort and hard work, 4CG was able to bring the price down by $877,216.48, a decrease of 21% from the previous bid. This was achieved through a combination of the VE scope changes and through engaging many more qualified bidders that were more competitive. The new bid number is now only 13% higher than the preliminary engineer’s estimate from the March 3, 2025, Council meeting. 4CG, City staff, and FPE have reviewed the new bid package, and mutually agree that there are no other recommended value engineering opportunities to reduce the cost. Further revisions would result in a decreased building size, which could compromise compliance with Visalia City Council Page 2 of 7 Printed on 8/1/2025
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revisions would result in a decreased building size, which could compromise compliance with MiLB/MLB requirements; or result in sub-par finishes that could result in future maintenance issues.

There are additional FPE requested items that will be needed for a compliant facility, which are not included in the 4CG bid as submitted. There will be a need to include appropriate furniture, fixtures, and equipment (FF&E) for the clubhouse, including lockers, washer and dryers, and other items as specified in the attached document), and in addition, some miscellaneous features at the batting cage including cage netting, 2 turf mounds, and turf. Staff has included an estimated cost for the FF&Es in the updated budget shown below and proposes processing the netting, mounds, and turf from the construction contingency line item shown in the table below. At this time, staff and FPE are still working through the actual breakdown of the financial, maintenance, and replacement responsibilities for the FFE items, but the amount is not expected to be greater than the amount shown in Table 1 below. The City and FPE have mutually agreed to set a 30-day deadline for this FFE agreement to be completed and further agree that no FFE items will be included or be ordered if it has not been been finalized in 30 days, including a plan for any budget overages to be paid prior to building occupation.

TABLE 1
Clubhouse & Batting Cage Project Summary - CP0758
Current Project Budget - CP0758 $4,342,028
Design Cost
Design Builder (including topographic survey) $431,500
Long Lead Batting Cage Design $35,000
Design Subtotal: $466,500
Construction
Task 1 - Batting Cage (previously awarded) $1,867,198.84 Task 2 - Clubhouse (this award) $3,222,783.52
Furniture, Fixtures, & Equipment (FF&E) est. 130,000
Construction Contingency (4.5%) $235,700
Construction Subtotal: $5,455,682.36
Construction Support
Materials Testing, Special Inspections $53,870
Construction Support Subtotal $53,870
Grand Total Clubhouse & Batting Cage $5,976,052
Current Amount Budgeted $4,342,028
Potential Deficit -$1,634,024
Fiscal Impact:

Although this project shows a deficit, this is one of three projects covered under the agreement that was executed in 2024 between the City of Visalia and First Pitch Entertainment, LLC. That agreement covered projects related to upgrading the sports lighting to LED (recently completed); the Outfield Wall/Padding/Batter’s Eye (construction awarded at the May 5, 2025, Council meeting); and the Clubhouse/Batting Cage (this project). An overall budget update of these three projects is shown Visalia City Council Page 3 of 7 Printed on 8/1/2025
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the Clubhouse/Batting Cage (this project). An overall budget update of these three projects is shown below in Table 2.

TABLE 2
Valley Strong Ballpark 3-Project Cost Summary
CP0642 - Lighting Final Cost Budget $964,000
"MiLB Lighting Upgrades LED upgrade 8 poles + Accent Lighting 4 poles FINAL COST"
$845,118.82
Lighting Total: $845,200
CP0642 Balance $118,800
CP0641 - Outfield Fence & Batter’s Eye Estimate Budget $1,355,600 Bid Award Amount $915,000
Change Order No. 1 -$31,500
Construction Contingency (10%) $88,400
Support Costs $203,800
Outfield Fence & Batter’s Eye Total: $1,175,700
CP0641 Balance $179,900
CP0758 - Clubhouse & Batting Cage Estimate Budget $4,342,028 Construction Cost $5,089,982.36
FF&Es $130,000
Construction Contingency (4.5%) $235,700
Support Costs $520,370
Clubhouse & Batting Cage Total: $5,976,052
CP0758 Balance -$1,634,024
Transfer from CP0642 & CP0641 to CP0758 $298,700
Additional Appropriation to CP0758 $1,335,324
CP0758 New Budget $5,976,052
Estimated Budget Total 3 Projects $7,996,952
COV - FPE Contract Budget $7,656,698
Balance -$340,254
City Share $170,127
FPE Share $170,127
In an effort to control costs, this updated budget includes a moderate, non-standard construction contingency for the clubhouse & batting cage project (CP0758) of $235,700, which is 4.5% of the total construction bid, instead of the standard 10%. This contingency amount is the amount included in the March 3, 2025, Council staff report, and City staff, FPE, and 4CG have agreed to work together to adhere to it. Should extraordinary unforeseen conditions be encountered, staff will return to Visalia City Council Page 4 of 7 Printed on 8/1/2025
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Council to request any additional appropriations.

Authorization of the actions recommended in this staff report will require an additional appropriation of $1,335,324 from the baseball fund. However, it should be noted that of this amount, $995,070 was never appropriated from the agreement with First Pitch Entertainment for the MLB ballpark updates.

In addition, there were some savings from the other two projects that were included in the agreement (Lighting and Outfield Fence/Batter’s Eye) that will be transferred to this project in the amount of $298,700 as shown in Table 3 below.

TABLE 3
COV/FPE Contract Amount $ 7,656,698
Projects Current Budget Budget transfer Proposed
Budget
* Lighting Project (CP0642) 964,000 (118,800) 845,200
* Outfield fence & Batters Eye (CP0641) 1,355,600 (179,900) 1,175,700 * Clubhouse & Batting Cage (CP0757) 4,342,028 298,700 4,640,728 Total Budget $ 6,661,628 $ - $6,661,628
Remaining in Contract to be Appropriated $995,070
Total Appropriation Per Contract $7,656,698
Additional Project Funding Required* $340,254
*Note: Per Agreement with FPE, any increase up to $2 million will be split 50/50. FPE share will be reimbursed to the City.

The overall budget reflects the most recent costs received by the Outfield Fence & Batter’s Eye contractor, Forcum Mackey; and the costs received from the Clubhouse & Batting Cage DesignBuilder, 4CGlobal. And, although the outfield fence construction cost came in lower than the engineer’s estimate, the cost for the clubhouse has increased by $375,567.34 over the amount reported at the March 3, 2025, City Council meeting. This increase is attributable to ongoing industrywide rising construction costs related to materials and labor; and to the previously reported unforeseen electrical upgrades. Overall, the costs result in a potential deficit of -$340,254, which would be split, 50% - City and 50% - First Pitch Entertainment, or $170,127 each.

It should be noted that despite these increases, the total cost for the two projects will not be known until construction is complete. As can be seen in Table 2, both project budgets include contingencies to be used if any unforeseen conditions are encountered. So far, there has been one change order issued in the amount of $23,198.51, related to Task 1, batting cage. This change order, which is less than 0.5% of the construction cost, was needed to relocate an unforeseen domestic water line that was encountered under the batting cage building footprint. In addition, staff estimates that a 2nd change order will be needed for the batting cage netting, 2 turf mounds, and turf. These items were not included in the original batting cage bid and staff estimates that cost will be approximately $56,000 to add those in as an Owner requested change. With these two change orders, the Visalia City Council Page 5 of 7 Printed on 8/1/2025
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$56,000 to add those in as an Owner requested change. With these two change orders, the contingency balance is estimated at $156,501.49 from what is shown in the tables above. Staff will continue to work with the Design-Builder to minimize construction change orders and reduce impacts to the available contingency as feasible. At the end of the project, any remaining contingency amount will be applied to the estimated deficit identified in this report.

Going forward, the Design-Builder will start the ordering of materials and making preparations to start the clubhouse construction by September 2, 2025, which is when the Rawhide Team will be done using the facility.

Prior Council Action:

May 5, 2025: The City Council authorized the City Manager to sign a construction contract with Forcum/Mackey Construction Inc., in the amount of $915,000 for the Valley Strong Ballpark Outfield Fence & Batter’s Eye Replacement Project.

March 3, 2025: The City Council accepted the construction proposal for Phase 2, Task 1 - Batting Cage & related site work by the Design-Builder, 4CGlobal, Inc. Build for a lump sum amount of $1,867,198.84.

February 3, 2025: The City Council authorized the City Manager to execute an emergency Progressive Design-Build agreement with 4CGlobal, Inc. dba 4Creeks Build, Inc. for an amount to be determined; and to authorize the City Manager to award the construction management services to Vanir Construction Management, Inc. in the amount of $221,150.

October 7, 2024: The City Council authorized the City Manager to execute a professional services agreement with 4Creeks, Inc., as a sole-source provider, for the design of the expansion and remodel of the clubhouse at the Valley Strong Stadium, in the amount of $420,000; to procure limited construction materials through 4Creeks during the design phase in an amount up to $1,100,000; and to appropriate $4,342,028 from the baseball fund.

Other: None
Alternatives: None recommended
Recommended Motion (and Alternative Motions if expected):

I move to accept the construction proposal for Phase 2, Task 2 - Clubhouse & Related Site Work by the Design-Builder, 4CGlobal, Inc. dba 4Creeks Build for a lump sum amount of $3,222,783.52, appropriate $1,335,324 from the Baseball Fund and transfer funds in the amount of $298,700 from existing projects.

CEQA Review: Environmental Document No. 2024-18, Notice of Exemption was filed at the Tulare County Assessor/Cleark-Recorder’s Office on May 9, 2024.

Attachments:

1. Location Map

2. 4CGlobal, Inc. dba 4Creeks Build Ownership Disclosure

3. Phase 2, Task 2 - Clubhouse & Related Site Work Proposal

4. Agreed upon FF&E Matrix
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PROJECTLOCATION
55 DISCLOSURE STATEMENTS
The following disclosure & statement apply to the Bidder/Proposer/Contractor/Consultant/Vendor/Supplier or Company:

1. submitting a bid or proposal in response to a solicitation by City of Visalia; or

2. as Awardee of a contract/purchase order which is subject to approval by the Visalia City Council.

OWNERSHIP DISCLOSURE
_________________________________________________________________ Name of Bidder/Proposer/Contractor/Consultant/Vendor/Supplier or Company _________________________________________________________________ Address

List the names of all principals, partners, and/or trustees. For corporations, provide names of officers, directors and all stockholders owning more than 10% equity interest in corporation:
_____________________________________________________________________________________________ ______________________________________________________________________________________________ ______________________________________________________________________________________________

CALIFORNIA LEVINE ACT STATEMENT
California Government Code Section 84308, also known as the “Levine Act,” can prohibit members of the Visalia City Council from participating in any action related to a contract if he or she receives any political contributions totaling more than $250 within the previous twelve (12) months, and for twelve (12) months following the date a final decision concerning the contract has been made, from the person or company awarded the contract. The Levine Act also requires disclosure of such contribution(s) by a party to be awarded a specific contract.

The following website contains a list of current Visalia City Council Members, https://www.visalia.city/government/city_council/default.asp. You are responsible for reviewing the names of Visalia City Council Members prior to making the following disclosure:

1. Have you or your company, or any agent on behalf of you or your company, made any political contributions of more than $250 to a Visalia City Council Member in the twelve (12) months preceding the date of the submission of your proposals or the anticipated date of any City Council action related to this contract? YES:_____ NO:_____ If yes, please identify the City Council Member(s) and date(s) of contribution in the space below:

Council Member(s) Name Date of Contribution(s)
______________________________ ________________________ Answering YES, does not preclude the City of Visalia from awarding a contract to your firm or from taking any subsequent action related to the contract. It does, however, preclude the identified Visalia City Council Member(s) from participating in any actions related to this contract.

NOTICE: The disclosure duty under state law continues for twelve (12) months after the award. If the above information regarding contributions changes during this time after the award, then the awardee is required to update this disclosure form.
_________________________________________________________________________________ Print or Type Name of Bidder/Proposer/Contractor/Consultant/Supplier/Vendor/Company __________________________________________ ____________________________________ Signature of Company Authorized Individual Print or Type Name of Authorized Individual 4Creeks 324 S. Santa Fe St., Visalia, CA 93291
CEO: Matthew Ainley CPO: Molly Muirhead Director: David De Groot COO: Joel Alipaz CMO: Eric Riley Director: Rose Morgan
CFO: Cody Smith Director: Randy Wasnick No stockholders over 10% Matthew Ainley 4Creeks 56 Project: Rawhide Clubhouse Remodel Phase 2 Date: 7/28/2025 Address: Visalia Project SF: 7530
Owner: City of Visalia Drawings Date: 6/20/2025
1 General Requirements $ 29.11 7% $ 219,185.76
2 Site Construction $ 45.15 11% $ 340,017.00
3 Concrete $ 27.06 6% $ 203,790.00
4 Masonry $ 12.67 3% $ 95,421.02
5 Metals $ 6.14 1% $ 46,246.00
6 Wood and Plastics $ 41.38 10% $ 311,602.00
7 Thermal and Moisture Protection $ 38.96 9% $ 293,368.00 8 Doors and Windows $ 13.95 3% $ 105,074.00
9 Finishes $ 34.40 8% $ 259,032.00
10 Specialties $ 5.23 1% $ 39,384.00
11 Equipment $ - 0% $ -
12 Furnishings $ - 0% $ -
13 Special Construction $ - 0% $ -
14 Conveying Systems $ - 0% $ -
15 Mechanical $ 76.76 18% $ 578,031.00
16 Electrical $ 51.69 12% $ 389,202.00
Subtotals $ 2,880,352.78
General Liability Insurance 1.00% $ 28,803.53
Builder's Risk Insurance 0.45% $ 12,961.59
Performance & Payment Bond 1.20% $ 34,564.23
Subtotals $ 2,956,682.13
Fee and Overhead 9% $ 266,101.39
Contingency 0% $ -
Total $ 427.99 $ 3,222,783.52
Total CostDivision Description Cost/SF % of Total
57 CLUBHOUSE FFE - See Plan Sheet A2.3 for Layout

ITEM DESCRIPTION ESTIMATED COST COV CONTRACT FPE D'BACKS Home Trainer Desk $90 $90
Chairs for Home Trainer $100 $100
Home Training Tables $0 X
Home Whirlpools $0 X
Home Hydrocollator $2,000 $2,000
Home Scale $0 X
Home Stationary Bike $0 X
HomeTraining Sink $500 $500
Home staff Weight room lockers $0 X
Home strength chair $100 $100
Home strength desk $90 $90
Home Fridge & Freezer $1,000 $1,000
Mini Fridges $0 X
Home Dining Sinks $500 $500
Home Dishwasher $750 $750
Home Microwave $100 $100
Tables for Home commissary $600 $600
Chairs for home commissary $465 $465
Chairs for Home Lockers $1,860 $1,860
Couches for Home Clubhouse $2,250 $2,250
Sink for laundry facility $500 $500
Home Chairs for coaches $700 $700
Home coaches desks $450 $450
Home Office Chairs for Manager $100 $100
Home manager desks $90 $90
Home manager recliners $800 $800
Chairs for clubhouse manager, asst., video $200 $200
Chairs for conference room $800 $800
Conference room table $800 $800
Chairs for Visiting Lockers $1,860 $1,860
Couches for Visiting Clubhouse $2,250 $2,250
Visiting Fridge & Freezer $1,000 $1,000
FFE TO BE PROVIDED BY:
58 Visistor Dining Sinks $500 $500
Visitor Dishwasher $750 $750
Visitor Microwave $100 $100
Tables for visiting commissary $600 $600
Chairs for visiitng commissary $465 $465
Chairs for Visiting Trainer $100 $100
Visiting Trainer Desk $90 $90
Visiting Training Tables $0 X
Visiting Whirlpools $0 X
Ice Machines $1,500 $1,500
Visiting Hydrocollator $2,000 $2,000
Visitor Training Sinks $500 $500
Visiting Chairs for coaches $700 $700
Visiting coaches desks $360 $360
Visiting coaches office lockers $0
Visiting Office Chairs for Manager $100 $100
Visiting manager desk $90 $90
Visiting manager locker $0
Visiting manager recliners $800 $800
Visitor Laundry Room Sink $500 $500
Female Staff facility chairs $186 $186
Female staff facility lockers $0
Clubhouse Lockers $50,000 $50,000
Commercial Washer & Dryer $60,000 $60,000
COV Contract FPE
Breakdown Totals $139,296 $116,500 $22,796
Anticipated 10% Overhead $11,650
Contract FFE Total $128,150
FFE Budget Total $130,000
Addition of Batting Cage Netting $45,000
2 Turf Mounds $4,500
Batting Cage Turf $6,500
$56,000
*Maintenance and replacement agreements to be reviewed and agreed to between COV & FPE within 30-days Construction Contingency Items - Add as a Change Order
59 Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0232 Agenda Date: 8/4/2025 Agenda #: 3.

Agenda Item Wording:

Developer Reimbursement Agreement and Appropriation of Funds - Authorize the City Manager to execute the reimbursement agreement with Visalia Parkway Partners Inc., for Visalia Parkway Phase 2 widening from west of Dans Lane to Woodland Street, in the amount of $3,281,799.52 with modified payment terms; and further authorize the additional appropriation of $1,788,400 from the Transportation Impact Fee Fund.

Prepared by:

Sarah MacLennan, Assistant Engineer, [email protected], (559) 713-4271 Adrian Rubalcaba, Sr. Project Manager, [email protected] (559) 713-4507 Jason Huckleberry, Director of Eng & Bldg, [email protected], (559) 713-4495 Department Recommendation:

Staff recommends that City Council:

1. Authorize the City Manager to execute a development reimbursement agreement with Visalia Parkway Partners Inc., for arterial roadway improvements along Visalia Parkway from Dans Lane to Woodland Street in the amount of $3,281,799.52 with modified payment terms consisting of monthly progress payments; and

2. Authorize an additional appropriation of $1,788,400 from the Transportation Impact Fee Fund (241) for FY 25/26.

Summary:

The Visalia Parkway commercial center, a 28.7-acre commercial site located at the southwest corner of Mooney Boulevard and Visalia Parkway, was approved by Planning Commission on April 13, 2020.

Per the project conditions of approval, Visalia Parkway (a 4-lane arterial roadway) was required to be widened to its ultimate southerly right of way limits extending from Mooney Boulevard to west of Dans Lane. The widening is to be completed in two phases, with Phase 1 being along the developments parcel frontage, between Mooney Boulevard and Woodland Street, and Phase 2 offsite improvements extending Visalia Parkway widening from Woodland Street to just west of Dans Lane.

Phase 1 is currently under construction and largely complete, and its associated reimbursement agreement was previously approved by Council on September 3, 2024. Phase 2 construction is slated to begin upon execution of the Phase 2 reimbursement agreement. The Visalia Parkway widening improvements include additional pavement, concrete medians, streetlights, sidewalk, parkway, landscaping, and utilities (adding the south half of the arterial roadway).

The total amount to be reimbursed for Visalia Parkway Phase 2 offsite improvements is $3,281,799.52. The reimbursement would be due in the form of cash payments to the developer for the eligible facilities as the work progresses until completion. The reimbursement agreement specifies monthly progress payments to be available to the developer for work completed. This is a Visalia City Council Page 1 of 3 Printed on 7/28/2025
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specifies monthly progress payments to be available to the developer for work completed. This is a deviation from standard procedures, typically the reimbursement would be made after all work is completed and accepted by the City. This project is unique as it is supplementary work being performed by a development project for improvements not fronting the project itself. The additional $3,281,799.52 of arterial road work begins slightly west of the project site and extends one-half mile further west of the project site. A warranty bond to protect against defects for a year following the Notice of Completion will be required, which is standard policy for improvements installed by a private development.

Background Discussion:

Under Resolution No. 2008-58, adopted by City Council on December 1, 2008, the City will reimburse the developer for a portion of improvements made to streets designated in the City of Visalia Circulation Element as arterial and collector streets. Under Ordinance 2013-01, approved by Council on April 15, 2013, amendments were made to the timing of reimbursement paid by the City for private construction of planned transportation facilities. Per the TIF program stipulations, the developer will be fully reimbursed through credit of the Transportation Impact Fee (TIF) due at the time of building permit issuance and any balance remaining to be paid in cash within specific time periods following the issuance of a Notice of Completion.

The City of Visalia budgeted $1.5 million from Measure R Local (131) for the construction of 6' of pavement, curb and gutter, sidewalk, streetlights, and landscaping along the southern portion of Visalia Parkway Phase 2 street widening during FY 22/23 budget cycle. This project was created to construct roadway frontage improvements typically associated with the developer's responsibility adjacent to a development project. The remaining balance due falls under the TIF program reimbursement stipulations for supplemental improvements installed by a private development.

On April 10, 2025, the reimbursement agreement for Phase 2 of the Visalia Parkway commercial center was reviewed and recommended for approval by the Development Reimbursement Review Committee (DRRC). The DRRC is comprised of staff from the Community Development, Engineering and Building, and Finance Departments. The DRRC reviewed the reimbursement to ensure that the costs are reasonable compared to the City’s costs for comparable capital projects.

Fiscal Impact:

Cash reimbursement of $3,281,799.52 will be from the Transportation Impact Fee (241) and Measure R Local (131) Funds.

Visalia Parkway Widening - Mooney to Dans (CP0551)
Project Budget:

Measure R Local Fund (131) $1,500,000
Total Budget $1,500,000
Estimated Costs:

Staff costs & misc. expenditures $6,515.40
Reimbursement Agreement Amount $3,281,799.52
Total Project Costs: $3,288,314.92
Total Budget Deficit $(1,788,314.92)
Appropriation Request - TIF Fund 241 $1,788,400
Visalia City Council Page 2 of 3 Printed on 7/28/2025
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File #: 25-0232 Agenda Date: 8/4/2025 Agenda #: 3.
g$,,
Estimated Costs:

September 3, 2024 - Council authorized the City Manager to execute the reimbursement agreement for improvements of Visalia Parkway Phase 1 from Woodland Ave to Mooney Boulevard Other:

August 8, 2024 - Development Reimbursement Review Committee reviewed and recommended for approval the reimbursement agreement for Phase 1 of the Visalia Parkway commercial center April 10, 2025 - Development Reimbursement Review Committee reviewed and recommended for approval the reimbursement agreement for Phase 2 of the Visalia Parkway commercial center Alternatives: None.

Recommended Motion (and Alternative Motions if expected):

I move to Authorize:

1. The City Manager to execute a reimbursement agreement with Visalia Parkway Partners Inc., for arterial roadway improvements along Visalia Parkway from Dans Lane to Woodland Street in the amount of $3,281,799.52 with modified payment terms consisting of monthly progress payments; and

2. An additional appropriation of $1,788,400 from the Transportation Impact Fee Fund (241).

Environmental Assessment Status: N/A
CEQA Review: N/A
Deadline for Action: 8/4/2025
Attachments:

1. Aerial Exhibit

2. DRAFT Reimbursement Agreement
Visalia City Council Page 3 of 3 Printed on 7/28/2025
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63 City of Visalia & Developer
Reimbursement Agreement
1 CITY OF VISALIA

REIMBURSEMENT AGREEMENT

FOR PRIVATELY CONSTRUCTED PUBLIC FACILITIES INCLUDED IN THE CITY’S IMPACT FEE PROGRAMS
This Agreement, dated as of ___________________, is entered into by and between the City of Visalia, a municipal corporation (the “City”), and Visalia Parkway Partners, LLC, a California limited liability company, (the “Developer”).

RECITALS:

WHEREAS, Chapter 16.44 of the City of Visalia Municipal Code (the "Code") established development fees and special funds as part of the City’s Transportation Fee Program (the “Transportation Fee Program”); and
WHEREAS, Section 16.44.150 of the City of Visalia Municipal Code authorizes the City to enter into reimbursement agreements for the construction of planned transportation facilities designated in the Transportation Fee Program upon application of property developers; and WHEREAS, City and Developer, as a condition for approval of Parcel Map No. 2019-13 and Conditional Use Permit No. 2019-31, pertaining to real property identified therein (the property and entitlements so described hereafter referred to as the Project”) have entered into a Project Improvements Agreement that sets forth Developer’s obligations regarding the dedication of right of way and construction of planned transportation facilities and other public improvements, according to improvement plans titled Offsite Development Plans for Visalia Parkway (Phase 2) and approved by the City on December 10, 2023 (hereafter collectively referred to as the “Facilities”); and
WHEREAS, City and Developer have agreed that the Facilities shall be built in two separate phases and have by a separate reimbursement agreement agreed to terms over reimbursement for Facilities that were constructed with the first phase for the Project; and WHEREAS, this reimbursement agreement is intended to set forth the terms of reimbursement between City and Developer for the second phase and final phase of the Facilities, which will widen a portion of Visalia Parkway to reach the Project; and WHEREAS, the second phase of the Project consists of road construction of a planned transportation facility, specifically widening a portion of Visalia Parkway, the majority of which is eligible for reimbursement under the Transportation Fee Program, given these specific circumstances the City and Developer have agreed to the reimbursement terms specified in this Agreement, allowing the Developer to request reimbursement for the eligible Facilities as the work progresses and before it is completed.

WHEREAS, City and Developer desire to set forth their mutual understandings regarding the manner in which the City shall reimburse Developer for the Facilities that are transportation facilities and the related right-of-way under the City’s Transportation Fee Program requirements but have been required as conditions of approval for Developer’s private development project and City maintains no proprietary interest in the overall project except for these specified public improvements.
64 City of Visalia & Developer
Reimbursement Agreement
2 NOW, THEREFORE, in consideration of the mutual promises contained herein, the City and the Developer hereby agree as follows:

Section 1. Construction of Facilities
Developer shall complete construction of the Facilities in accordance with the terms of the Project Improvements Agreement.

Section 2. Reimbursement Amounts
The City shall reimburse, through cash payments as provided herein, the Developer for the planned Facilities based on the schedule of costs and land values contained in the Traffic Impact Fee Update Nexus Study City of Visalia, dated March 16, 2015, as adjusted by the Parties through the date of this Agreement and attached hereto as Exhibit 1 (“Programmed Costs”), or the items that the City will reimburse the Developer for and lists the applicable unit costs and right of way values. A diagram showing the location of these public improvements is attached as Exhibit 2.

If any items are not listed in the schedule of costs, then the City and Developer must agree to an acceptable unit cost prior to this Agreement being signed. Changes or variations in the Programmed Costs may be requested by the Developer pursuant to Section 3 of this Agreement.

Section 3. Adjustment to Programmed Costs
The Developer may request the City to adjust the Programmed Costs. In order to request an adjustment to the Programmed Costs, the Developer must provide the following:
(1) Copies of the original contract with the contractor and any change orders that have been agreed to by the Developer, contractor, and the City. The portion of each change order associated with the Facilities must be itemized separately; (2) Copies of all invoices, with unconditional lien releases, submitted by the contractor; (3) Copies of all checks issued by the Developer with related invoices indicated; and (4) A summary tabulation of all contractor invoices and Developer payments.

If the actual construction costs for the Facilities exceeds the Programmed Costs for such Facilities, the City Engineer shall review the items described above and determine if the Programmed Costs that will be credited/reimbursed to the Developer should be increased above the amount shown in Exhibit 1 or Exhibit 2 to fairly reflect change orders or other changed circumstances. The City Engineer shall determine in his/her reasonable discretion how much of the actual construction costs should be included in an increase to the Programmed Costs, and if acceptable, the parties shall execute an amendment to this Agreement setting forth the adjusted Programmed Cost.

Section 4. Right to Reimbursement
Developer shall be reimbursed the Programmed Cost in the manner as set forth in Section 5 below. Reimbursements payments by the City will not be made until a reimbursement request is submitted to the City. The Developer must apply for reimbursement within four (4) years after the City has accepted the Facilities. As noted in Section 5, this Agreement allows the Developer to 65 City of Visalia & Developer
Reimbursement Agreement
3 seek reimbursement during construction of the Facilities. The Developer waives all right to reimbursement from the City if they do not request reimbursement within this four-year limitation; and
Section 5. Reimbursement Method
Developer shall be reimbursed the Programmed Costs, without interest, in the following manner(s):

5.1 Cash Reimbursement from Development Fees Collected City Wide. Developer may submit reimbursement requests monthly as the work on the Facilities progresses. The reimbursement requests will be based on the amount of the work completed on the Facilities, minus a retention amount of five percent (5%) which will be withheld from each progress payments to Developer from City. Developer must provide City copies of invoices from subcontractors, conditional releases of any liens from contractors, and calculation of percentage of work completed on Facilities, to the reasonable satisfaction of the City on a monthly basis.

Developer acknowledges that work on improvements that are not subject to reimbursement by the City will not be reimbursed and that submitted invoices will need to separately identify items that are reimbursable under this Agreement and any items that are not reimbursable.

City shall review the invoices from Developer and has ten (10) calendar days from the date the invoices are submitted to dispute any charges by Developer. If the City does not dispute an item, then it will be considered approved by the City. Disputed amounts shall be reviewed between the City and the Developer and shall not be paid until the City is satisfied that only work on the reimbursable Programmed Costs is being sought for recovery.

Payment of all undisputed reimbursement amounts will be made by City within thirty (30) calendar days from approval.

If the progress payments exceed the Programmed Costs, then Developer must request an adjustment to the Programmed Costs under Section 3 of this Agreement prior to any additional reimbursement by the City.

The retention amount may be requested by Developer after the Facilities have been completed, formally accepted by City, and thirty-five (35) days have passed from a Notice of Completion having been filed for and no claim of nonpayment has been filed by any workers or material suppliers. If any claims have been filed, then City may withhold the reimbursement attributable to such nonpayment claim until the claim is resolved.

Developer acknowledges that performance and payment bonds in the amount of one hundred percent (100%) of the estimated Facilities cost have been issued and accepted by the City and a one-year maintenance/warranty bond on the Facilities will be provided in a form acceptable to City under the Project Improvements Agreement, and the term of this warranty bond will not begin until the Facilities have been completed and accepted by the City.
66 City of Visalia & Developer
Reimbursement Agreement
4 Section 6. Transfer of Reimbursement Rights
Rights to cash payment reimbursements granted to Developer pursuant to this Agreement may be transferred to other owners, builders, or developers only with the written consent of City. The notice must be signed by the Developer and the City, and an executed copy of the form shall be kept on file at the City.

Section 7. Limited City Obligation
The obligations arising from this Agreement are neither a debt of the City nor a legal or equitable pledge, charge, lien, or encumbrance upon any of its property or upon any of its income, receipts, or revenues, except the fees collected for the Facilities. Neither the General Fund nor any other fund of the City, except the applicable fund(s) associated with the Transportation Impact Fee Program, shall be liable for the payment of any obligations arising from this Agreement. The credit or taxing power of the City is not pledged for the payment of any obligation arising from this Agreement. Developer shall not compel the forfeiture of any of the City’s property to satisfy any obligations arising from this Agreement.

Section 8. Liens, Claims, and Encumbrances
Prior to final acceptance and issuance of Notice of Completion for any Facilities by the City, the constructing Developer shall provide a written guarantee and assurance to the City that there are no liens, claims, or encumbrances on those Facilities, together with unconditional final releases from all contractors and material suppliers, and with copies of invoices and corresponding checks issued by the Developer for all items for which reimbursement is requested under this Agreement for the Facilities. Notwithstanding any other provision or term of this Agreement, the City shall have no obligation to make any reimbursement payments until the constructing Developer has cleared any and all liens, claims and encumbrances from the Improvements and provided the required documentation, guarantee and assurance in writing, to the satisfaction of the City.

Section 9. No Third Party Beneficiary
City does not assume any liability, duty or obligation to Developer’s contractors, subcontractors or agents by execution or performance of this Agreement and no contractors, subcontractors, agents or any parties are third party beneficiaries of this Agreement.

Section 10. Attorney’s Fee
If any suit, action or proceeding in law or equity is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable costs and attorneys’ fees.

Section 11. Notices
Any notices, requests, demands or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally (FedEx and similar services, each of which is hereinafter called an “Express Courier,” shall be considered to be personal service) or by telephone facsimile or other electronic transmission (provided that the sender of a telephone facsimile or other electronic transmission has received confirmation of successful transmission by the sending fax machine), and upon receipt, if mailed to the party to whom notice is to be given, by first-class mail, registered or certified, postage prepaid, return receipt requested, and properly addressed as follows:
67 City of Visalia & Developer
Reimbursement Agreement
5 City: With a copy to:

City of Visalia City of Visalia
Community Development Department Finance Department
315 E. Acequia Ave. 707 W. Acequia Ave.

Visalia, CA 93291 Visalia, CA 93291
Attn: City Engineer Attn: Finance Administrator
Developer:

Visalia Parkway Partners, LLC
405 N. Palm Avenue
Fresno, CA 93701
Attn: James Shehadey
Either party may change its mailing address at any time by giving written notice of such changes to the other party in the manner provided herein.

Section 12. Term
The term of this Agreement shall start on the day and year duly executed by all parties and shall remain in effect until all the terms and conditions contained in this Agreement have been satisfied.

Section 13. Severability
If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such portion shall be deemed severed from this Agreement and the remaining parts shall remain in full effect as though such invalid or unenforceable provision had not been a part of this Agreement.

Section 14. Binding on Successors and Assigns
Each and every provision of this Agreement shall be binding upon and shall inure to the benefit of the respective successors and assigns of the parties hereto, in the same manner as if such parties had been expressly named herein.

Section 15. Governing Law; Venue
This Agreement is made under, and shall in all respects be interpreted, enforced, and governed by, the laws of the State of California. In the event of a dispute concerning the terms of this Agreement, the venue for any legal action shall be with the appropriate court in the County of Tulare, State of California.

Section 16. Exhibits
The Exhibits attached hereto are hereby incorporated herein by this reference.

Section 17. Entire Agreement
This Agreement contains the entire agreement between the parties with respect to the matters contained herein and may be amended only by subsequent written agreement signed by all parties.

Section 18. Compliance with State Law.

Developer is aware of the requirements of California Labor Code Section 1720, et seq., 1770, et. seq., and California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”), 68 City of Visalia & Developer
Reimbursement Agreement
6 which require the payment of prevailing wage rates and the performance of other requirements for work considered “public works” as that term is defined under Prevailing Wage Laws. Developer agrees that it shall comply with Prevailing Wage Laws and it is Developer’s sole responsibility to confirm whether Prevailing Wage Laws are applicable. City shall provide Developer with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement upon request by the Developer. Developer agrees to hold the City harmless and to indemnify and defend the City, with legal counsel reasonably acceptable to City, from all claims arising from the potential application of Prevailing Wage Laws under this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and the year first written above.

CITY OF VISALIA, VISALIA PARKWAY PARTNERS, LLC,
A municipal corporation a California limited liability company

Leslie Caviglia James L. Shehadey, Manager Date
City Manager/City Clerk Date

ATTEST:

Deputy City Clerk Date
APPROVED AS TO FORM:

City Attorney Date
69 EXHIBT 1
City of Visalia & Developer
Reimbursement Agreement
7 70
EXHIBT 2
City of Visalia & Developer
Reimbursement Agreement Page 8 71
Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0292 Agenda Date: 8/4/2025 Agenda #: 4.

Agenda Item Wording:

Accept Irrevocable Offer of Dedications - Adopt Resolution No. 2025-58 authorizing the acceptance of a portion of the Irrevocable Offer of Dedication to the City of Visalia for additional street right-of-way as offered under Parcel Map No.5260 for Riggin Avenue and Parcel Map No. 4452 for Clancy Street.

Prepared by:

Edelma Gonzalez, Associate Engineer, [email protected], (559) 713-4364 Adrian Rubalcaba, Sr. Project Manager, [email protected], (559)713-4507 Jason Huckleberry, Engineering & Building Department Director, [email protected] , (559) 713-4495 Department Recommendation:

Adopt Resolution No. 2025-58 authorizing the acceptance of a portion of the Irrevocable Offer of Dedication to the City of Visalia for additional street right-of-way as offered under Parcel Map No.5260 for Riggin Avenue and Parcel Map No. 4452 for Clancy Street.

Summary:

Parcel Map No. 5260 provided a 13-foot Irrevocable Offer of Dedication (IOD) for the southerly portion of Riggin Avenue, west of Clancy Street, along Parcels 1 and 2 of the aforementioned parcel map to secure the future ultimate right-of-way limits for the arterial roadway. Exhibit ‘A’ attached to this report is the legal area being accepted at this time.

Parcel Map No. 4452 provided an IOD for the westerly portion of Clancy Street along the easterly boundary of the map to secure the future right-of-way limits of the minor collector street. The IOD begins at 43 feet in width at the northerly limits of the Remainder lot and expands to 60 feet in width at the southerly limits of the remainder lot. That portion is now being accepted with the accompanying resolution. Additionally, Parcel Map No. 4452 provided an IOD extending further south across Parcel 4 of the map, that portion will be dedicated by a separate map being processed at this time. Exhibit ‘B’ attached to this report is the legal area being accepted at this time.

Irrevocable Offers of Dedications are typically provided to the City when a parcel develops and a future road improvement is necessary. In lieu of dedicating the areas as street right of way, which would require regular City maintenance and liability, the IOD is offered for future acceptance as right of way, typically prior to full street improvements being constructed. The City is now ready to accept these portions of the IOD as detailed in Exhibit “A” and “B”. An adjacent development project has completed improvements on Clancy Street and construction will continue to complete the street widening along Riggin Avenue with the recent award of a City CIP project.

Background Discussion:

In 2019 an Irrevocable Offer of Dedication (IOD) under document number 2019-0048929, Tulare County Records, was offered for dedication along the southerly portion of the future public right-ofVisalia City Council Page 1 of 2 Printed on 8/1/2025 powered by Legistar™ 72
File #: 25-0292 Agenda Date: 8/4/2025 Agenda #: 4.
way for Riggin Avenue (Parcel Map No. 5260). As is standard procedure, the IOD was rejected and remained an IOD until such time as a resolution was passed accepting the area into the City’s right of way system.

In 2000 an IOD under document number 2000-0038766, Tulare County Records, dedicated the westerly portion of the future public right-of-way for Clancy Street (Parcel Map No. 4452) from Riggin Avenue to Sunnyview Avenue. As is standard procedure, the IOD was rejected and remained an IOD until such time as a resolution was passed accepting the area into the City’s right of way system.

The improvements along Riggin Avenue and Clancy Street were required under Site Plan Review No. 21-150 with the industrial development of Parcel 2 of Parcel Map 5260. The improvements to Riggin Avenue and Clancy Street have been constructed under Building Permit No. B220014 and a portion of the IOD is ready to be accepted by the City. The acceptance of street right of way includes approximately 660 lineal feet of Riggin Avenue and 1221 lineal feet of Clancy Street (reference IOD aerial exhibit attached).

Fiscal Impact: Incorporation of the identified public improvements into normal routine maintenance plans and procedures by the Public Works Department will have a nominal adverse effect on the fund that provides such maintenance.

Prior Council Action:

1. August 5, 2019, Council approved for recordation Parcel Map 5260.

2. On June 5, 2000, Council approved for recordation Parcel Map 4452.

Other: N/A
Alternatives: No alternatives recommended.

Recommended Motion (and Alternative Motions if expected):

I move to adopt Resolution No. 2025-58 authorizing the acceptance of a portion of the Irrevocable Offer of Dedication to the City of Visalia for additional street right-of-way as offered under Parcel Map No. 5260 for Riggin Avenue and Parcel Map No. 4452 for Clancy Street.

Environmental Assessment Status: N/A
CEQA Review: N/A
Deadline for Action: 8/4/2025
Attachments:

1. Parcel Map 5260

2. Parcel Map 4452

3. IOD Aerial Map

4. Resolution 2025-58

5. Exhibit A

6. Exhibit B
Visalia City Council Page 2 of 2 Printed on 8/1/2025
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NOTES
"7-30 ct

NOTICE OF ABANDONMENT
. The easement for a temporary storm drainage basin described in the grant of easement recorded June 22, 2000 as document no. 2000-0038765, official records County of Tulare, which is not delineated on this map, is deemed abandoned pursuant to section 66445 (j) of the subdivision map act, •

1. Improvement and impact fees are deferred until such a time that a building permit is issued for each respective parcel, or unless other arrangements are made with the local agency.

2. Parcel 4 is subject to an easement agreement recorded on July 30, 2001 as Document Number 2001-0055096, official records County of Tulare.

SURVEYOR'S STATEMENT
This map was prepared by me or under my direction and is based upon a field survey in conformance with the requirements of the Subdivision Map Act and local ordinance at the request of Galloway and Company, Inc., on June 27, 2019 and said field survey is true and complete as shown. I hereby state that this parcel map substantially conforms to the approved or conditionally approved tentative map, if any. All monuments are of the character and occupy, or will occupy, the positions indicated on or before one year from the date this map is recorded and are , or will be, sufficient to enable the survey to be retraced.

Aaron D. Spray, P.L.S. 9484 DATE

NOT TO SCALE

VICINITY MAP

SUBJECT PROPERTY

WEST RIGGIN )AVENUE
0 Co

WEST SUNNYSIDE AVENUE

WEST DOE AVENUE

WEST FERGUSON AVENUE

WEST GOSHEN
co
AVENUE

NORTH KEL
SY
Filed this 5 day of SEPTEMBER , 2019 at 1040 A.m.,
in Book 53 of Parcel Maps at Page 67 ,
Tulare County Records, at the request of Dixon & Associates, Inc.

ROLAND P. HILL,
TULARE COUNTY ASSESSOR/ CLERK—RECORDER
BY:

Randy Groom, City Manager/City Clerk
%111\164161-6- hief Dlepu
DIXON Sc ASSOCIATES. INC.

LAND SURVEYING
620 DEWITT, #101
CLOVIS, CALIFORNIA, 93612
PH: (559)297-4200 FAX: (559)297-4272
City Clerk
67 TPM NO. 2019-05

FLOOD ZONE HAZARD
As delineated on the Federal Emergency Management Agency's Flood Insurance Rate Map (Map Number 06107C10 E) for Community No. 060409, City of Visalia, Tulare County, California, and Community No. 065066, Tulare County, California, effective June 16, 2009, the property shown on this map lies partially within a flood zone area designated Zone X (unshaded), which are areas outside of 0.2% annual chance flooding and partially within a flood zone area designated Zone X (shaded), which are areas of 0.2-percent annual chance flooding, areas of 1-percent annual chance flooding where average depths are less than 1 foot, areas of 1-percent annual chance flooding where the contributing drainage area is less than 1 square mile, and areas protected from the 1-percent annual chance flood by levees. This property was fully located within the City of Visalia at the time of the rate map, and should have been identified to be fully within the City of Visalia, community No. 060409.

PARCEL MA NO. 5 2 6 0
BEING IN THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 18 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN,
IN THE CITY OF VISALIA, COUNTY OF TULARE, STATE OF CALIFORNIA.

CONSISTING OF 3 SHEETS, SHEET 1 OF 3

BOARD OF SUPERVISORS STATEMENT
I, Jason T. Britt, County Administrative Officer/Clerk of the Board of Supervisors of the County of Tulare, State of California, do hereby state the said Board of Supervisors has approved the provisions made for the payment of taxes as provided in Division 2 of Title 7 of the Government Code of the State of California.

Dated this Day of 3.1.14cmix4t; 2019
Jason T. Britt,
Tulare County Administrative Officer/ Clerk of the Board of Supervisors.

RECORDER'S STATEMENT

CITY SURVEYOR'S STATEMENT
I hereby state that I have examined this map; that the subdivision shown is substantially the same as it appeared on the tentative map, and any approved alterations thereof; that all provisions of Chapter 2 of the Subdivision Map Act and of any local ordinances applicable at the time of approval of the tentative map have been complied with; and that I am satisfied that the map is technically correct.

Je y S. Land, .L.S. 8634 DATE

CITY PLANNER'S STATEMENT
I hereby state that this parcel map conforms to the Tentative Parcel Map approved by the City of Visalia Planning Commission at the regular meeting held on June 24th, 2019.

By
PAUL. SCH El BEL Fon- Paul Bemal Date
Document No. 2019 -0048929 Fee Paid

CITY CLERK'S STATEMENT
This to state that at a regular meeting of the City Council of the City of Visalia held on the day of , 20 VL an order was duly and regularly made and entered into approving this map and subdivision and, on behal of the public; rejecting the irrevocable offer of dedication in fee for Right of Way for Riggin Avenue, Sunnyview Avenue, Kelsey Street, and Clancy Street to hereafter remain an irrevocable offer of dedication in fee until accepted or terminated by separate resolution of the City Council; and consenting to the Abandonment of the easement for a temporary storm drainage basin described in the Grant of Easement recorded June 22, 2000 as Document No. 2000-0038765, all included within the boundaries of the subdivision and as shown and/or stated upon the map. 8700
Witness my hand and official seal of the City of Visalia this <2;•+1 day of ,20 .1 19-028
RISCIN 8c CLANCY, VISALIA. CA.
74 TPM NO. 2019-05
C)EIL. MAP NOt 5260
BEING IN THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 18 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN,
IN THE CITY OF 'VISALIA, COUNTY OF TULARE, STATE OF CALIFORNIA.

CONSISTING OF 3 SHEETS, SHEET 2 OF 3
By: John Vidovich, LLC, a California limited liability company, its General Partner T\1,4rug4-
Jo . Vidovich, Manager
By:

Vidovich, Indi‘ridually
By:

By: The Larry and Mary Ritchie Living Trust dated October 30, 2008 By: 7)/a/n. \
Many E. Ritchitr, Trustee
By:
ie, Trustee
By: The Jeff and Kristi Ritchie Living Trust dated October 30, 2008 Ritchie, Trustee Kristi L. Ritchie, Trustee
By:
19-028

RIGGIN & CLANCY, VISALIA, CA
DIXON Se ASMATES, INC.

LAND SURVEYING
620 DEWITT, #101
CLOVIS, CALIFORNIA, 93612
PH: (559)297-4200 FAX: (559)297-4272
67 NOTARY ACKNOWLEDGEMENT

A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE

VERIFIES ONLY THE IDENTITY OF THE INDIVIDUAL WHO SIGNED THE

DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT.

STATE OF CALIFORNIA )
COUNTY OF CA.-dr..%)
ON Aa,..vbsk't , 2019, BEFORE ME 04..;db\-1 4.4A , NOTARY PUBLIC,

PERSONACLY APPEARED ,WHO PROVED TO ME ON

THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSONS) WHOSE NAME( IS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE/SlitE/THilY EXECUTED THE SAME IN HIS/WeSiTiVIR AUTHORIZED CAPACITY(), AND THAT BY HIS/H5R/THIIR SIGNATURES) ON THE INSTRUMENT THE PERSON4, OR THE ENTITY UPON BEHALF OF WHICH THE PERSONA ACTED, EXECUTED THE INSTRUMENT.

I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT, WITNESS MY HAND.

NAME tt.4-1,4-10,A .5r11406raci. SIGNATURE
MY COMMISSION EXPIRES tt v-5/2.4raz-N COUNTY OF
COMMISSION NUMBER ZVI:NS ta 'IS
( No notary seal required Pursuant to Sec. 66436 (c) of the Subdivision Map Act.)

NOTARY ACKNOWLEDGEMENT

A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE

VERIFIES ONLY THE IDENTITY OF THE INDIVIDUAL WHO SIGNED THE

DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT.

STATE OF CALIFORNIA )
COUNTY OF C.k...ro k)
ON , 2019, BEFORE ME y..4-rIA A. c , NOTARY PUBLIC,
PERSO L PEARED --r, z aim" I WHO PROVED TO ME ON

THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSONA WHOSE NAME( IS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HEt31:1E/TIISY EXECUTED THE SAME IN HIS/MR/DOR AUTHORIZED CAPACITY(II%), AND THAT BY HIS/MP/Mr* SIGNATURE(S) ON THE INSTRUMENT TI-1 PERSON*, OR THE ENTITY UPON BEHALF OF WHICH THE PERSONA ACTED, EXECUTED THE INSTRUMENT.

I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT, WITNESS MY HAND.

NAME ‘8,41.1_146__Seqg SIGNATURE
MY COMMISSION EXPIRES 4-yz.€' / -7.4=6 -2.% COUNTY 0 C.‘40-4-4PN COMMISSION NUMBER 2A40% 41g• Cti
( No notary seal required Pursuant to Sec. 66436(c) of the Subdivision Map Act.)

NOTARY ACKNOWLEDGEMENT

A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE

VERIFIES ONLY THE IDENTITY OF THE INDIVIDUAL WHO SIGNED THE

DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT.

STATE OF CALORVIA, )

COUNTY OF
ON 4v.AJbk 6 019, BEFORE ME 41%.4p, z . Zu: 7, , NOTARY PUBLIC, PERSONAL APPEAREDtieffli 3,... • ,WHO PROVED TO ME ON

THE BASIS OF SATISFACTORY
A
EVIDENCE T bit r PERSONJHOSE NAMEkS) IS/ARE SUBSCRIBED TO T E WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT iHEITHEY EXECUTED THE SAME IN

ER/THEIR AUTHORIZED CAPACITY , AND THAT BY HIS/HER/THEIR SIGNATUREOON THE

I TRUMENT THE PERSONM, OR THE ENTITY UPON BEHALF OF WHICH THE PERSONKACTED, EXECUTED THE INSTRUMENT.

I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT, WITNESS MY HAND.

NAME kabt,NU 'ALM SIGNATURE 40iciAlu a
-
COMMISSION EXPIRES "5(cI 1?"74 COUNTY OF actin,
COMMISSION NUMBER 2/0 5141
( No notary seal required Pursuant to Sec. 66436 (c) of the Subdivision Map Act.)

NOTARY ACKNOWLEDGEMENT

A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE

VERIFIES ONLY THE IDENTITY OF THE INDIVIDUAL WHO SIGNED THE

DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT.

STATE OF CAL150IRNIA )
COUNTY or itt140, )
ON fi1J4 LIJ1k 6 , 2019, BEFORE ME etittata. • Rail , NOTARY PUBLIC, PERSONALL APPEARED riNliXir,WG IA ,WHO PROVED TO ME ON
THE BASIS OF SATISFACTORY EVIDENCt 0 BE THE PERSON( WHOSE NAMERT IS/ARE SUBSCRIBED TO J,I31 WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME TW NSUSHEfTHEY EXECUTED THE SAME IN .9)HER/THEIR AUTHORIZED CAPACITY(JES), AND THAT BYWHER/THEIR SIGNATUREA 1 -ON THE

INSTRUMENT THE PERSONA, OR THE ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THE INSTRUMENT.

I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT, WITNESS MY HAND.

NAME 6143Nt. Z. ALM/ SIGNATURE (Ctil..AA-i .7;. tAAta,
MY COMMISSION EXPIRES 51012- 0A COUNTY OF liptia&
COMMISSION NUMBER 24 ct‘
( No notary 4eal required Pursuant to Sec. 66436 (c) of the Subdivision Map Act.)

NOTARY ACKNOWLEDGEMENT

A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE

VERIFIES ONLY THE IDENTITY OF THE INDIVIDUAL WHO SIGNED THE

DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT.

STATE OF CALIFORNIA )
COUNTY OF 11*1&4'4,
ON44,4,0 6 , 2019, BEFORE ME 446#QVA4t.i , NOTARY PUBLIC, PERSONAL"
13 PEARED /\( .J , WHO PROVED TO ME ON
THE BASIS OF SATISFACTORY EVIDEN E TO BE THE PERSON(87W SE NAME.48) IS/ARE SUBSCRIBED TO

HEY EXECUTED THE SAME IN

HEIR SIGNATURE(S) ON THE

WHICH THE PERSONKACTED, EXECUTED

I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT, WITNESS MY HAND.

NAME ___C1Ajijtd i// SIGNATURE gfoidctiAZP,tA,
MY COMMISSION EXPIRES SI 12.D2A COUNTY OF 1-latladre'
COMMISSION NUMBER 61141
( No notary seal required Pursuant to Sec. 66436 (c) of the Subdivision Map Act.)

NOTARY ACKNOWLEDGEMENT

A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE

VERIFIES ONLY THE IDENTITY OF THE INDIVIDUAL WHO SIGNED THE

DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT.

STATE OF CALIFIr RNA )

COUNTY OF - I VW& )
ON Alt* 45- , 2019, BEFORE ME (nailiAd 1- ZLI,1/ , NOTARY PUBLIC, PERSONALL APPEARED 1694c I/°k_4Chtki , WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON,S)1V• •SE NAME8)1S/ARE SUBSCRIBED TO THE HIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT . ...___, .! HEY EXECUTED THE SAME IN
HIS HEIR AUTHORIZED CAPACITY(WAND THAT BY HI'Ul: ' EIR SIGNATURVION THE

INSP MENT THE PERSONOR THE ENTITY UPON BEHALF OF WHICH THE PERSONAICTED, EXECUTED THE INSTRUMENT.

I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT, WITNESS MY HAND.

NAME 61101A8U .atA,Lii SIGNATURE &,0.6.11A; "2/ (Psi.04, MY COMMISSION EXPIRES .6t I 7.4 -Lt COUNTY OF 1-jrati
COMMISSION NUMBER ailft 5141
( No notary seal required Pursuant to Sec. 66436 (c) of the Subdivision Map Act.)

THE ITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT H
HI HEIR AUTHORIZED CAPACITY(J261, AND THAT BY HIS
INS r1MENT THE PERSON1,$); OR THE ENTITY UPON BEHALF
THE INSTRUMENT.

OWNER' S STATEMENT
The undersigned hereby certify that they are the only persons having any record title interest in the real property included within the boundaries of the subdivision shown upon this map, and do hereby consent to the preparation and recording of said map and that the consent of no other person is necessary. We hereby offer for dedication and do hereby dedicate the following, as shown within the boundaries of the map hereon, for the specified purposes:

1. Irrevocable offer of Dedication for Right of way for Riggin Avenue in fee to the City of Visalia.

2. Irrevocable offer of Dedication for Right of way for Sunnyview Avenue in fee to the City of Visalia.

3. Irrevocable offer of Dedication for Right of way for Clancy Street in fee to the City of Visalia.

4. Irrevocable offer of Dedication for Right of way for Kelsey Street in fee to the City of Visalia.

Sandridge Partners, LP, a California limited partnership, as to an undivided ninety-eight percent (98%) interest; and John T. Vidovich, a married man as his sole and separate property, as to an undivided two (2%) interest, all as tenants in common, as to Parcel 1; and Sandridge Partners, L.P., a California Limited Partnership, as to an undivided forty-nine percent (49%) interest; and John T. Vidovich, a married man as his sole and separate property, as to an undivided one percent (1%) interest, Larry J. Ritchie and Mary E. Ritchie, Trustees of The Larry and Mary Ritchie Living Trust dated October 30, 2008, as to an undivided twenty-five percent (25%) and Jeffrey B.

Ritchie and Kristi L. Ritchie, Trustees of The Jeff and Kristi Ritchie Living Trust dated October 30, 2008, as to an undivided twenty-five percent (25%), all as tenants in common, as to Parcel 2 75 67
NORTH QUARTER CORNER OF SECTION 21, TOWNSHIP 18 SOUTH, RANGE 24 TPM NO. 2019-05 EAST, MOUNT DIABLO BASE AND MERIDIAN. FOUND AND ACCEPTED BRASS CAP, DOWN 3", STAMPED CITY OF VISALIA CITY ENGINEER. PA ,CEIL MA NO 5260 NORTHWEST CORNER OF SECTION 21, TOWNSHIP 18 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN. FOUND AND
ACCEPTED 2 1/2" BRASS CAP, STAMPED LS 8163, FLUSH. RIGGIN AVENUE BASIS OF BEARINGS S 895301" E (S 89.53'01" E 2631.24') ES 8953'01" E 2631.241 <S 8953'16" E 2630.66'> 623.72'
2631.22' ‘1-
2007.50' BEING IN THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 18 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN,
IN THE CITY OF VISALIA, COUNTY OF TULARE, STATE OF CALIFORNIA.

CONSISTING OF 3 SHEETS, SHEET 3 OF 3
1 655.94' 1315.64'_[1315.62] 659.70' - - -
ACCESS EASEMENT PER DOCUMENT NO.
2019-0013715 RECORDED MARCH 22,
2019, O.R.T.C.

CONSTRUCTION EASEMENT PER
DOCUMENT NO. 2019-0013715
RECORDED MARCH 22, 2019, O.R.T.C.
35' IRREVOCABLE OFFER OF-I

DEDICATION TO THE CITY OF
VISALIA BY THIS MAP.
603.70'
13' IRREVOCABLE OFFER OF

DEDICATION TO THE CITY OF
VISALIA BY THIS MAP.

N 445258" W 18.38'
1347.89'
13' IRREVOCABLE OFFER OF

DEDICATION TO THE CITY OF
VISALIA BY THIS MAP.
13'
N
000949" E 2200'.
30'
b
0 '0
1,36.00' j
LEGEND:
••;;/-
INDICATES FOUND AND ACCEPTED SECTION CORNER OR QUARTER CORNER, DESCRIBED AS NOTED. • INDICATES FOUND MONUMENT, DESCRIBED AS NOTED.
10)
INDICATES SET 3/4" X 30" IRON PIPE, DOWN 6", TAGGED PLS 9484, UNLESS OTHERWISE NOTED.

EASEMENT GRANTED TO SOUTHERN
ALIGN
MENT)
0 oC' Y \>,. 6,, 0 •
O'C'" 0 '3"- •S e--- \-'
,-•-' 'c- 4). \'.c,(..<, V
<(:' ON <5' c.) •<-
0' InIn7n,
's'' q 0 Q' p• (c
A0 •R 4) Q, tx\ 'f'' "co 4 - CO CO rd
NI- NI- NIC,CLPY. .19 V' • \i,
s ss
•\4‘q. / 0
c,C Nt VV•0()- -- -i6AV.
----------- 0<"

CALIFORNIA EDISON COMPANY PER
DOCUMENT NO. 2019-0001778, O.R.T.C.
[N 00 0
7'02" E 1
263.04' CALC]
ST
REET
INDICATES RECORD DATA AS SHOWN ON PARCEL MAP NO. 3857 RECORDED IN BOOK 39 OF PARCEL MAPS, AT PAGE 60, TULARE COUNTY RECORDS.
( )
N
001243" E 1263.1 5'
INDICATES RECORD DATA AS SHOWN ON PARCEL MAP NO. 4452 RECORDED IN BOOK 45 OF PARCEL MAPS, AT PAGE 57, TULARE COUNTY RECORDS.

PARCEL 1 PARCEL 2
< >
INDICATES RECORD DATA AS SHOWN ON PARCEL MAP NO. 2629 RECORDED IN BOOK 27 OF PARCEL MAPS AT PAGE 30, TULARE COUNTY RECORDS. 38.163 ACRES 1 8.49 3 ACRES INDICATES RECORD DATA AS SHOWN ON PARCEL MAP NO. 1189 RECORDED IN BOOK 12 OF PARCEL MAPS AT PAGE 90, TULARE COUNTY RECORDS.

S 895301" E 623.72' £2
593.72'
O.R.T.C. OFFICIAL RECORDS OF TULARE COUNTY
A
PREVIOUSLY DEDICATED FOR PUBLIC STREET PURPOSES PER DOCUMENT RECORDED APRIL 7, 1904 IN 30' IRREVOCABLE OFFER OF VOLUME 7 OF RIGHT OF WAYS AT PAGE 413. O.R.T.C.

DEDICATION TO THE CITY
OF VISALIA BY THIS MAP.

EASEMENT GRANTED TO SOUTHERN

CALIFORNIA EDISON COMPANY PER
DOCUMENT NO. 2019-0001778, O.R.T.C. A
CO
PREVIOUSLY DEDICATED FOR PUBLIC STREET PURPOSES PER PARCEL MAP NO. 2981 RECORDED IN BOOK 30 OF PARCEL MAPS AT PAGE 82, TULARE COUNTY RECORDS.
13' £1
SCALE: 1" = 200'
0 200 400

I I I IM I I I I I I I I I I I MI I I
.6L2 IRREVOCABLY OFFERED FOR DEDICATION TO THE CITY OF VISALIA WITH PARCEL MAP NO. 4452 RECORDED IN BOOK 45 OF PARCEL MAPS AT PAGE 57, TULARE COUNTY RECORDS. 30'-
N 895254" W RADIAL PARCEL 3 N
00 0706" E
£3 EASEMENT GRANTED TO THE CITY OF VISALIA FOR GRANT OF SEWER LINE PURPOSES PER DOCUMENT NO. a) a, 44554 RECORDED IN BOOK 4460 AT PAGE 695, O.R.T.C.

7.0 8 3 ACRES
£4 PREVIOUSLY OFFERED FOR DEDICATION TO THE crrY OF VISALIA PER DOCUMENT NO. 2019-0013715, W RADAL RECORDED MARCH 22, 2019, O.R.T.C.

N 8952'54" W RADIAL 15
I
M2 <LI)
659.70' DOWN 6" \
599.70'
INDICATES THE LIMITS OF THIS SUBDIVISION.

FOUND MONUMENT NOTES: 1349.86' M4 M3
M1
593.72 692.80' 1256.64' CALC]
[S . 89 5307" E 1316.64' ]
1256.76' M2
S 5307" E 1316.76' 623.72' S 89'53'07" E 1316.52' DOWN 12" MI FOUND AND ACCEPTED 1/2" REBAR, DOWN 3", TAGGED QUAD KNOPF CONTROL. ACCEPTED AS BEING THE SOUTHEAST CORNER OF THE pARC;EL SHOWN AS THE REMAINDER ON PARCEL MAP NO. 4452 RECORDED IN BOOK 45 OF PARCEL MAPS, AT PAGE 57, TULARE COUNTY RECORDS. 30' 30'
10' EASEMENT GRANTED TO SOUTHERN

CALIFORNIA EDISON COMPANY PER
DOCUMENT NO. 35998 RECORDED IN
BOOK 2747 AT PAGE 185, O.R.T.C.
723.
1 2' [N000702" E 723.
1 9' CALC
M2 FOUND AND ACCEPTED 3/4" IRON PIPE, DEPTH AS NOTED, TAGGED PLS 4714, ACCEPTED AS BEING ON THE SOUTH LINE OF THE PARCEL SHOWN AS THE REMAINDER ON PARCEL MAP NO. 4452 RECORDED IN BOOK 45 OF PARCEL MAPS, AT PAGE 57, TULARE COUNTY RECORDS.

M3 FOUND AND ACCEPTED 1/2" REBAR, DOWN 10", TAGGED RLS 5985, PER CORNER RECORD NUMBER 18331, ACCEPTED AS BEING ON THE SOUTH LINE OF THE PARCEL SHOWN AS THE REMAINDER ON PARCEL MAP NO. 4452 RECORDED IN BOOK 45 OF PARCEL MAPS, AT PAGE 57, TULARE COUNTY RECORDS.

M4 FOUND AND ACCEPTED 1/2" REBAR, DOWN 10", TAGGED RLS 5985, PER CORNER RECORD NUMBER 18331, ACCEPTED AS BEING THE NORTHWEST CORNER OF PARCEL 1 AS SHOWN ON PARCEL MAP NO. 4452 RECORDED IN BOOK 45 OF PARCEL MAPS, AT PAGE 57, TULARE COUNTY RECORDS.

M5 FOUND AND ACCEPTED 3/4" IRON PIPE, DOWN 3", TAGGED PLS 4714, ACCEPTED AS BEING ON THE NORTH RIGHT OF WAY OF SuNNYvIEW AVENUE AS SHOWN ON PARCEL MAP NO. 4452 RECORDED IN BOOK 45 OF PARCEL MAPS, AT PAGE 57, TULARE COUNTY RECORDS.

M6 FOUND AND ACCEPTED 3/4" IRON PIPE, DOWN 8", TAGGED PLS 4714, ACCEPTED AS BEING ON THE WEST LINE OF PARCEL MAP NO. 4452 RECORDED IN BOOK 45 OF PARCEL MAPS, AT PAGE 57, TULARE COUNTY RECORDS.

M7 FOUND AND ACCEPTED 1/2" IRON PIPE, DOWN 1", UN TAGGED. ACCEPTED AS BEING THE SOUTHWEST CORNER OF PARCEL 8 AS SHOWN ON DARCEL MAP NO. 4452 RECORDED IN BOOK 45 OF PARCEL MAPS, AT PAGE 57, TULARE COUNTY RECORDS, AND BEING ON THE SOUTH LINE OF THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 18 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN.

M8 FOUND AND ACCEPTED 3/4" IRON PIPE, DOWN 18", TAGGED LS 4076, ACCEPTED AS BEING THE NORTHWEST CORNER OF PARCEL 2 AS SHOWN ON PARCEL MAP NO. 1189 RECORDED IN BOOK 12 OF PARCEL MAPS, AT PAGE 90, TULARE COUNTY RECORDS, AND BEING ON THE SOUTH LINE OF THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 18 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN.

M9 FOUND AND ACCEPTED BRASS CAP, FLUSH, STAMPED C.O.V., ACCEPTED AS THE SOUTHWEST CORNER OF SECTION 21, TOWNSHIP 18 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN.
m 0 POSITION FOR THE WEST QUARTER CORNER OF SECTION 21, TOWNSHIP 18 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN, NOTHING FOUND OR SET, POSITION CALCULATED BY INTERSECTION USING THE SOUTHWEST AND NORTHWEST CORNERS OF SECTION 21 AND THE MONUMENTS ALONG THE LINE COMMON TO PARCEL MAP NO. 1189 AND PARCEL MAP NO. 4452 TULARE COUNTY RECORDS.

M11 FOUND AND ACCEPTED BRASS CAP, FLUSH, STAMPED LS 4076, ACCEPTED AS BEING ON THE EAST LINE OF THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 18 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN, AND AS BEING ON THE CENTERLINE OF SUNNYVIEW AVENUE AS SHOWN ON PARCEL MAP NO. 4452 RECORDED IN BOOK 45 OF PARCEL MAPS, AT PAGE 57, TULARE COUNTY RECORDS.

M12 FOUND AND ACCEPTED BRASS CAP, FLUSH, STAMPED LS 4714, ACCEPTED AS BEING ON THE INTERSECTION OF THE CENTERLINE OF SUNNYVIEW AVENUE AND THE CENTERLINE OF CLANCY AVENUE AS SHOWN ON PARCEL MAP NO. 4452 RECORDED IN BOOK 45 OF PARCEL MAPS, AT PAGE 57, TULARE COUNTY RECORDS.

EASEMENT AGREEMENT PER DOCUMENT NO. 2001-0055096,
RECORDED JULY 30, 2001, O.R.T.C. PARCEL MAP NO. 4452, RECORDED IN BOOK 45 OF PARCEL MAPS, AT PAGE 57, TULARE COUNTY RECORDS.

PARCEL 4 Ni
4 38.8 8 7 ACRES 2 3
S 445012" E 35.33' Lu N
00'07'06" E
- 60' IRREVOCABLE OFFER OF

DEDICATION TO THE CITY OF
VISALIA BY THIS MAP. EASEMENT AGREEMENT PER DOCUMENT NO. 2001-0055096, RECORDED JULY 30, 2001, O.R.T.C. N
001243" E
Lc)
30'
S 8953'07" E 1262.16'
M5
MS
- - - SUNNY,V8M„ S 89 5507"-E 1317.16' 1317.28' [3 i89.53'07" E 1317.231 S 895307" E 1262.21' 60' IRREVOCABLE OFFER OF

DEDICATION TO THE CITY OF
VISALIA BY THIS MAP. S 450948" W 35.39'
3 ,---- 6,3
10' EASEMENT GRANTED TO SOUTHERN CALIFORNIA
EDISON COMPANY PER DOCUMENT NO. 35998
RECORDED IN BOOK 2747 AT PAGE 185, O.R.T.C. oil
30' IRREVOCABLE OFFER OF

DEDICATION TO THE CITY
OF VISALIA BY THIS MAP.

PARCEL MAP NO. 4452, RECORDED IN BOOK 45 OF PARCEL MAPS, AT PAGE 57, TULARE COUNTY RECORDS.

Ni
• csi 1,‘,3 W n
N 373.12' -
I I
S 895252" E 403.12'
'\
<9 e
9- ,..) '••
t,,OC)OC' Q. • -
L."- 10'
C 1 0 <,
t
1 3 0
4\ 19 Q.C)
A .' 0 0
,N/ i-4-aa (3 '')
-IN ,19 .)••
8 7 6 5

BASIS OF BEARINGS
THE NORTH LINE OF THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 18 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN, WAS TAKEN TO BE SOUTH 8953'01" EAST AS SHOWN ON PARCEL MAP NO. 3857 FLOOD ZONE "X" RECORDED IN BOOK 39 OF PARCEL MAPS, AT PAGE 60, TULARE COUNTY RECORDS.

FLOOD ZONE "SHADED X"
Is41011=S:

1. DISTANCES NOT MONUMEN TED ARE CALCULATED.

2. FLOOD ZONE LIMITS SHOWN HEREON AS "X" AND "SHADED X" ARE APPROXIMATE. 19-028
RICCIN Sc CLANCY, VISALIA, CA
3 M7 L DIXON Se ASSOCIATES. INC.

LAND SURVEYING
M10
403.12' 1403.121 914.68' 1914.78' CALCi CURVE TABLE

MODOC - DITCH CURVE LENGTH RADIUS DELTA
Cl 125.84' 930.00' 7'45'09"
[Cl] [125.83'] ,930.00'] [7'45'09")
C2 125.84' 930.00' 7'45'09'
[C2] 1125.831 1930.00:_l [7'45'09"]
C3 129.90' 960.00 7'45'09'
C4 121.78' 900.00' 7'45'09"
1317.76' CALC] <N 895312" W> IN 8952'00" WI -'
ss is
S 89.5252" E 1317.80' (S 895252" E
2647.97' <2647.39' CALC> IS 0'12'30"
1317.76') [S 895252" E
W 2647.39'
620 DEWITT, #101
1 2 CLOVIS, CALIFORNIA, 93612
M9 PARCEL MAP NO. 1189, RECORDED IN BOOK 12 OF PARCEL MAPS, AT PAGE 90, TULARE COUNTY RECORDS. PH: (559)297-4200 FAX: (559)297-4272 76 1111111 N1111111 IN H111 1111111111111111111N11 11
2019-0048929
RN:arcked
Officsa I Records
County of
Tulare
POLAND P. HILL
Clerk Recorder

1.0•40A1V1 In-Sep-21019
REC FEE 2.2. (391
AFF SS2 HOUSE 7.C.00
JD
Page i of
Recording Requested By:

SPL
Chicago Title
When Recorded Mail To:

Chicago Title Commpany
2540 West Shaw Lane, #112
Fresno, CA 93711
Parcel Map Guarantee
77 Issued By

CHICAGO TITLE INSURANCE COMPANY
6P--- -63 P6 67 y/..- S.)-6 ,0
fwvi-to19001540

CLTA PARCEL MAP
Guarantee Number

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, AND THE GUARANTEE CONDITIONS ATTACHED HERETO

AND MADE A PART OF THIS GUARANTEE,

CHICAGO TITLE INSURANCE COMPANY
a corporation, herein called the Company

GUARANTEES
the Assured named in Schedule A of this Guarantee
against loss or damage not exceeding the Amount of Liability stated in Schedule A sustained by the Assured by reason of any incorrectness in the Assurances set forth in Schedule A.

Chicago Title Insurance Company
By.

Chicago Title Company
2540 West Shaw Lane, #112
Fresno, CA 93711
-
Countersigned By Attest
President
7 .1,61 e_edstre2.-----
Secretary Authorized Officer Officer or Agent
Parcel Map Guarantee
CLTA Guarantee Form No 23 (05/0 5/2014) Printed 09 05 19 @ 09 38 AM

Page 1 ends

78 CHICAGO TITLE INSURANCE COMPANY GUARANTEE NO. fwvi-tol 9001540 [SWING OFFICE,
Title Officer Erica Madrigal
Chicago Title Company
2540 West Shaw Lane, #112
Fresno, CA 93711
Phone (559)492-4228 Fax (559)448-8530
Main Phone. (559)492-4208
EmaiI [email protected]

SCHEDULE A
Amount of Liability Fee , Title Officer
, $1,000 00 $100 00 Erica Madrigal
Date of Guarantee August 30, 2019 at 08.00 AM
1 Name of Assured County of Tulare
2 Parcel Map Reference Parcel Map
3 The estate or interest in the Land that is the subject of this Guarantee is A Fee
4 The Land included within the boundaries of the Parcel Map referred to in this Guarantee is described as follows SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
5 ASSURANCES
According to the Public Records as of the Date of Guarantee, (a) Title to said estate or interest in the Land is vested in Sandndge Partners, LP, a California limited partnership and John T Vidovich, a married man as his sole and separate property all as tenants in common, and Sandndge Partners, L.P., a California Limited Partnership and John T. Vidovich, a married man as his sole and separate property, Larry J. Ritchie and Mary E. Ritchie, Trustees of The Larry and Mary Ritchie Living Trust dated October 30, 2008 and Jeffrey B. Ritchie and Knsti L Ritchie, Trustees of The Jeff and Knsti Ritchie Living Trust dated October 30, 2008, all as tenants in common, as the owners
(b) Title to said estate or interest is subject to the defects, liens, encumbrances or other matters shown in Schedule B, which are not necessarily shown in the order of their priority (c) Had said Parcel Map been recorded in the office of the County Recorder of said county, such map would be sufficient for use as a primary reference in legal descriptions of the parcels within its boundaries.

END OF SCHEDULE A
Parcel Map Guarantee
CITA Guarantee Form No 23 (06/0 5/2014)

Page 2 ends

Pnnted 09 05 19 @ 09 38 AM
CA-CT-FWVI-02480 054 423-SPS-2-19-FVVVI-T019001540
79 EXHIBIT "A"
Legal Description
For APN/Parcel ID(s): 077-200-001, 077-200-044 and 077-200-045

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF VISALIA, COUNTY OF TULARE, STATE

OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS
PARCEL 1: APN 077-200-001 (PORTION)

THAT PORTION OF THE NORTHWEST QUARTER AND THE SOUTH HALF OF THE NORTHEAST QUARTER OF SECTION 21, TOWNSHIP 18 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE CITY OF

VISALIA, COUNTY OF TULARE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, MORE

PARTICULARLY DESCRIBED AS FOLLOWS
THE NORTH 768.45 FEET OF THE WEST 623.72 FEET OF PARCEL NO 1 OF PARCEL MAP NO. 2629 AS PER MAP RECORDED IN BOOK 27, PAGE 30 OF PARCEL MAPS, TULARE COUNTY RECORDS

THE ABOVE LEGAL DESCRIPTION IS SHOWN AS ADJUSTED PARCEL A, PURSUANT TO LOT LINE ADJUSTMENT NO 2018-13, RECORDED DECEMBER 20, 2018 AS DOCUMENT NO. 2018-0071841 OF OFFICIAL RECORDS.

PARCEL 2: APN 077-200-001 (PORTION), 077-200-044 AND 077-200-045

THAT PORTION OF THE NORTHWEST QUARTER AND THE SOUTH HALF OF THE NORTHEAST QUARTER OF SECTION 21, TOWNSHIP 18 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE CITY OF

VISALIA, COUNTY OF TULARE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, MORE PARTICULARLY DESCRIBED AS PARCEL NO. 1 OF PARCEL MAP NO. 2629 AS PER MAP RECORDED IN BOOK 27, PAGE 30 OF PARCEL MAPS, TULARE COUNTY RECORDS
EXCEPTING THEREFROM ANY PORTIONS LYING WITHIN PARCELS 1 AND 2 OF PARCEL MAP NO. 2981 AS PER MAP RECORDED IN BOOK 30, PAGE 82 OF PARCEL MAPS, TULARE COUNTY RECORDS.

ALSO EXCEPTING THE SOUTH 324.17 FEET OF THE WEST 403 12 FEET OF THE NORTHWEST QUARTER OF SECTION 21, TOWNSHIP 18 SOUTH, RANGE 24 EAST, MOUNT DIABLO BASE AND MERIDIAN, AS CONVEYED TO THE CITY OF VISALIA, A MUNICIPAL CORPORATION BY GRANT DEED RECORDED JULY 30, 2001 AS INSTRUMENT NO. 01-55097 OF OFFICIAL RECORDS
ALSO EXCEPTING THE NORTH 768.45 FEET OF THE WEST 623.72 FEET OF PARCEL NO 1 OF PARCEL MAP NO. 2629 AS PER MAP RECORDED IN BOOK 27, PAGE 30 OF PARCEL MAPS, TULARE COUNTY RECORDS TOGETHER WITH THE PARCEL LABELED "REMAINDER" AS SHOWN ON PARCEL MAP NO 4452, IN THE CITY OF VISALIA, COUNTY OF TULARE, STATE OF CALIFORNIA, AS PER PARCEL MAP RECORDED IN BOOK 45, PAGE 57

OF PARCEL MAPS, TULARE COUNTY RECORDS

THE ABOVE LEGAL DESCRIPTION IS SHOWN AS ADJUSTED PARCEL B, PURSUANT TO LOT LINE ADJUSTMENT NO. 2018-13, RECORDED DECEMBER 20, 2018 AS DOCUMENT NO 2018-0071841 OF OFFICIAL RECORDS Parcel Map Guarantee
CLTA Guarantee Form No 23 (0810 5/2014) Printed 09 05 19 © 09 38 AM

Page 3 ends

80 CHICAGO TITLE INSURANCE COMPANY GUARANTEE NO. fwvi-to19001540

SCHEDULE B

END OF SCHEDULE B
Parcel Map Guarantee
CLTA Guarantee Form No 23 (0610512014) Printed 09 05 19 a 0938 AM

Page 4 ends

81 CHICAGO TITLE INSURANCE COMPANY GUARANTEE NO. fwvi-tol 9001540

EXCLUSIONS FROM COVERAGE
Except as expressly provided by the assurances in Schedule A, the Company assumes no liability for loss or damage by reason of the following (a) Defects, liens, encumbrances, adverse claims or other matters affecting the title to any property beyond the lines of the Land (b) Defects, liens, encumbrances, adverse claims or other matters, whether or not shown by the Public Records (1) that are created, suffered, assumed or agreed to by one or more of the Assureds, or (2) that result in no loss to the Assured (c) Defects, liens, encumbrances, adverse claims or other matters not shown by the Public Records (d) The identity of any party shown or referred to in any of the schedules of this Guarantee (e) The validity, legal effect or pnonty of any matter shown or referred to in any of the schedules of this Guarantee (f) (1) Taxes or assessments of any taxing authority that levies taxes or assessments on real property, or (2) proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not the matters excluded under (1) or (2) are shown by the records of the taxing authonty or by the Public Records
(0) (1) Unpatented mining claims, (2) reservations or exceptions in patents or in Acts authorizing the issuance thereof, (3) water rights, claims or title to water, whether or not the matters excluded under (1), (2) or (3) are shown by the Public Records

GUARANTEE CONDITIONS

1. DEFINITION OF TERMS
The following tenes when used in the Guarantee mean
(a) the "Assured" the party or parties named as the Assured in Schedule A. or on a supplemental writing executed by the Company (b) "Land" the Land described or referred to in Schedule A, and improvements affixed thereto which by law constitute real property The term "Land" does not include any property beyond the lines of the area described or referred to in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways (c) "Mortgage" mortgage, deed of trust, trust deed, or other security instrument (d) "Public Records" those records established under California statutes at Date of Guarantee for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge (e) "Date of Guarantee" the Date of Guarantee set forth in Schedule A (f) "Amount of Liability" the Amount of Liability as stated in Schedule A

2. NOTICE OF CLAIM TO BE GIVEN BY ASSURED
The Assured shall notify the Company promptly in writing in case knowledge shall come to the Assured of any assertion of facts, or claim of title or interest that is contrary to the assurances set forth in Schedule A and that might cause loss or damage for which the Company may be liable under this Guarantee If prompt notice shall not be given to the Company, then all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required, provided, however, that failure to notify the Company shall in no case prejudice the nghts of the Assured under this Guarantee unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice

3. NO DUTY TO DEFEND OR PROSECUTE
The Company shall have no duty to defend or prosecute any action or proceeding to which the Assured is a party, notwithstanding the nature of any allegation in such action or proceeding.

4. COMPANY'S OPTION TO DEFEND OR PROSECUTE ACTIONS; DUTY OF ASSURED TO COOPERATE Even though the Company has no duty to defend or prosecute as set forth in Paragraph 3 above The Company shall have the right, at its sole option and cost, to institute and prosecute any action or proceeding, interpose a defense, as limited in Paragraph 4 (b), or to do any other act which in its opinion may be necessary or desirable to establish the correctness of the assurances set forth in Schedule A or to prevent or reduce loss or damage to the Assured. The Company may take any appropriate action under the terms of this Guarantee, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this Guarantee If the Company shall exercise its rights under this paragraph, it shall do so diligently. (b) If the Company elects to exercise its options as stated in Paragraph 4 (a) the Company shall have the right to select counsel of its choice (subject to the right of the Assured to object for reasonable cause) to represent the Assured and shall not be liable for and will not pay the fees of any other counsel, nor will the Company pay any fees, costs or expenses incurred by an Assured in the defense of those causes of action which allege matters not covered by this Guarantee Whenever the Company shall have brought an action or interposed a defense as permitted by the provisions of this Guarantee, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from an adverse judgment or order
(d) In all cases where this Guarantee permits the Company to prosecute or provide for the defense of any action or proceeding, the Assured shall secure to the Company the right to so prosecute or provide for the defense of any action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of the Assured for this purpose Whenever requested by the Company, the Assured, at the Company's expense, shall give the Company all reasonable aid in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or lawful act which in the opinion of the Company may be necessary or desirable to establish the correctness of the assurances set forth in Schedule A or to prevent or reduce loss or damage to the Assured If the Company is prejudiced by the failure of the Assured to furnish the required cooperation, the Company's obligations to the Assured under the Guarantee shall terminate
(a)
(c)
Parcel Map Guarantee
CLTA Guarantee Form No. 23 (06/05/2014)

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CA-CT-FWV1-02180 054423-S P 5-2-19-F WV1-TO19001540
82 CHICAGO TITLE INSURANCE COMPANY GUARANTEE NO. fwvi-to19001540 (continued)

5. PROOF OF LOSS OR DAMAGE
(a) In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Assured furnish a signed proof of loss The proof of loss must describe the defect, lien, encumbrance, or other matter that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage (b) In addition, the Assured may reasonably be required to submit to examination under oath by any authonzed representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authonzed representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Guarantee, which reasonably pertain to the loss or damage Further, if requested by any authorized representative of the Company, the Assured shall grant its permission, in wntmg, for any authonzed representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential by the Assured provided to the Company pursuant to this paragraph shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim Failure of the Assured to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in the above paragraph, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this Guarantee to the Assured for that claim

6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS: TERMINATION OF LIABILITY In case of a claim under this Guarantee, the Company shall have the following additional options (a) To pay or tender payment of the Amount of Liability together with any costs, attorneys' fees, and expenses incurred by the Assured that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay (b) To pay or otherwise settle with the Assured any claim assured against under this Guarantee In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Assured that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay, or
(c) To pay or otherwise settle with other parties for the loss or damage provided for under this Guarantee, together with any casts, attorneys' fees, and expenses incurred by the Assured that were authorized by the Company up to the time of payment and that the Company is obligated to pay
Upon the exercise by the Company of either of the options provided for in 6 (a), (b) or (c) of this paragraph the Company's obligations to the Assured under this Guarantee for the claimed loss or damage, other than the payments required to be made, shall terminate, including any duty to continue any and all litigation initiated by the Company pursuant to Paragraph 4

7. LIMITATION OF LIABILITY
(a) This Guarantee is a contract of Indemnity against actual monetary loss or damage sustained or incurred by the Assured claimant who has suffered loss or damage by reason of reliance upon the assurances set forth in Schedule A and only to the extent herein descnbed, and subject to the Exclusions From Coverage of this Guarantee (b) If the Company, or the Assured under the direction of the Company at the Company's expense, removes the alleged defect, hen, or encumbrance or cures any other matter assured against by this Guarantee in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby
(c) In the event of any litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom. (d) The Company shall not be liable for loss or damage to the Assured for liability voluntarily assumed by the Assured in settling any claim or suit without the prior written consent of the Company

8. REDUCTION OF LIABILITY OR TERMINATION OF LIABILITY
All payments under this Guarantee, except payments made for costs, attorneys' fees and expenses pursuant to Paragraph 4 shall reduce the Amount of Liability under this Guarantee pro tanto

9. PAYMENT OF LOSS
(a) No payment shall be made without producing this Guarantee for endorsement of the payment unless the Guarantee has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions, the loss or damage shall be payable within thirty (30) days thereafter

10. SUBROGATION UPON PAYMENT OR SETTLEMENT
Whenever the Company shall have settled and paid a claim under this Guarantee, all right of subrogation shall vest in the Company unaffected by any act of the Assured claimant
The Company shall be subrogated to and be entitled to all rights and remedies which the Assured would have had against any person or property in respect to the claim had this Guarantee not been issued If requested by the Company, the Assured shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The Assured shall permit the Company to sue, compromise or settle in the name of the Assured and to use the name of the Assured in any transaction or litigation involving these rights or remedies
If a payment on account of a claim does not fully cover the loss of the Assured the Company shall be subrogated to all rights and remedies of the Assured after the Assured shall have recovered its pnncrpal, interest, and costs of collection, Parcel Map Guarantee
CLTA Guarantee Form No 23 (06/05/2014) Pnnted 09 05 19 (§ 09 38 AM Pages CA-CT-FNMA-021130 054423-3PS-2-19-FM1:T019001540
83 CHICAGO TITLE INSURANCE COMPANY GUARANTEE NO. fwvi-to19001540 (continued)
It ARBITRATION
Either the Company or the Assured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules") Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Assured arising out of or relating to this Guarantee, any service of the Company in connection with its issuance or the breach of a Guarantee provision, or to any other controversy or claim arising out of the transaction giving rise to this Guarantee All arbitrable matters when the amount of liability is Two Million And No/100 Dollars ($2,000,000) or less shall be arbitrated at the option of either the Company or the Assured All arbitrable matters when the amount of liability is in excess of Two Million And No/100 Dollars ($2,000,000) shall be arbitrated only when agreed to by both the Company and the Assured Arbitration pursuant to this Guarantee and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent junsdiction

12. LIABILITY LIMITED TO THIS GUARANTEE; GUARANTEE ENTIRE CONTRACT (a) This Guarantee together with all endorsements, if any, attached hereto by the Company is the entire Guarantee and contract between the Assured and the Company In interpreting any provision of this Guarantee, this Guarantee shall be construed as a whole (b) Any claim of loss or damage, whether or not •based on negligence, or any action asserting such claim, shall be restricted to this Guarantee (c) No amendment of or endorsement to this Guarantee can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authonzed signatory of the Company

13. SEVERABILITY
In the event any provision of this Guarantee, in whole or in part, is held invalid or unenforceable under applicable law, the Guarantee shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect

14. CHOICE OF LAW; FORUM
(a) Choice of Law The Assured acknowledges the Company has underwritten the risks covered by this Guarantee and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, nghts, remedies, or enforcement of Guaranties of the jurisdiction where the Land is located.

Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims that are adverse to the Assured and to interpret and enforce the terms of this Guarantee In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law
(b) Choice of Forum Any litigation or other proceeding brought by the Assured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

15. NOTICES, WHERE SENT
All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this Guarantee and shall be addressed to the Company at
Chicago Title Insurance Company
P0 Box 45023
Jacksonville, FL 32232-5023
Attn Claims Department

END OF CONDITIONS
Parcel Map Guarantee
C LTA Guarantee Form No 23 (06/05/2014)

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Pnnted 09 05 19 (fg 09 38 AM
CA-CT-FWVI-02180 05 4423-SPS-2-19-FWVI-T019001540
84 85
86 I. O. D Acceptance
W Riggin Ave W Riggin Ave
N
C al ncy
St N
C al ncy
St
0 50

AERIAL MAP
100 200 300 400 ¯
Feet
Legend

PARCELS
Area of I.O.D to be accepted.

Approximately 62,764 square feet
87 RESOLUTION NO. 2025-58
A RESOLUTION AUTHORIZING THE ACCEPTANCE OF A PORTION OF THE 13’ WIDE IRREVOCABLE OFFER OF DEDICATION OVER PARCEL 2 OF PARCEL MAP NO. 5260 AND ACCEPTANCE OF THE 43’ WIDE IRREVOCABLE OFFER OF DEDICATION OVER THE REMAINDER OF PARCEL MAP NO. 4452.

WHEREAS, as a condition of Parcel Map 5260, John Vidovich, LLC a California limited liability company, its General Partner, The Larry and Mary Ritchie Living Trust dated October 30, 2008, and The Jeff and Kristi Ritchie Living Trust dated October 30, 2008, submitted an “Irrevocable Offer to Dedicate Real Property” to the City of Visalia per Parcel Map No. 5260, recorded in Book 53 of Parcel Maps at Page 67, Tulare County Records, document number 2019-0048929; and, WHEREAS, as a condition of Parcel Map 4452, C. J. Ritchie Farms, A partnership submitted an “Irrevocable Offer to Dedicate Real Property” to the City of Visalia per Parcel Map No. 4452, recorded in Book 45 of Parcel Maps at Page 57, Tulare County Records, document number 2000-0038766; and, WHEREAS, the City Council of the City of Visalia, having considered evidence submitted, finds it to be in the public interest to accept the real property more particularly and legally described as follows:

All that portion of Parcel 2 of Parcel Map No. 5260, filed for record in Book 53 of Parcel Maps, at Page 67, Tulare County Records, situate in the Northwest quarter of Section 21, Township 18 South, Range 24 East, Mount Diablo Base and Meridian, according to the Official Government Township Plats thereof, in the City of Visalia, County of Tulare, State of California, described as follows:

COMMENCING at a point which is the North quarter corner of said Section 21; thence along the East line of said Northwest quarter, South 00°07’06” West, a distance of 42.00 feet to the TRUE POINT OF BEGINNING, also being the intersection of the South right-of-way line of Riggin Avenue with the West rightof-way line of Clancy Street, as shown on said Parcel Map No. 5260, also being the northeast corner of said Parcel 2;
thence along said West right -of-way line, also being the East line of said Parcel 2, South 00°07’06” West, a distance of 1221.09 feet to the southeast corner of said Parcel 2; thence along the South line of said Parcel 2, North 89°53’07” West, a distance of 60.00 feet to the beginning of a non-tangent curve concave to the East having a radius of 960.00 feet and to which a radial line bears North 89°52’54” West, shown as an intersection with the westerly Irrevocable Offer of Dedication (IOD) line per Parcel Map No. 4452, filed for record in Book 45 of 88 Parcel Maps, at Page 57, in said County; thence leaving said South line, along said westerly IOD line, northerly 129.90 feet along said curve through a central angle of 07°45’09” to the beginning of a reverse curve concave to the West having a radius of 900.00 feet;
thence continuing, northerly 121.78 feet along said curve through a central angle of 07°45’09”; thence continuing, along a line parallel with and 43.00 feet distant West (measured at right angles) from the East line of said Northwest quarter, also being the East line of said IOD, North 00°07’06” East, a distance of 944.19 feet to a point of intersection with the Southeast corner of an IOD as shown on said Parcel Map No. 5260;
thence along the South line of said IOD, North 44°52’58” West, a distance of

18.38 feet; thence continuing, along a line parallel with and 13.00 feet distant South (measured at right angles) from the North line of Parcel 2 of said Parcel Map No. 5260, also being the South right-of-way line of Riggin Avenue and the North line of said IOD, North 89°53’01” West, a distance of 603.70 feet to a point of intersection with the West line of said Parcel 2;
thence along said West line, North 00°07’06 East, a distance of 13.00 feet to the Northwest corner of said Parcel 2, also being on the South right-of-way line of Riggin Avenue; thence along the North line of said Parcel 2, said South rightof-way line, and said North IOD line, South 89°53’01” East, a distance of 659.70 feet to the TRUE POINT OF BEGINNING.

Containing 62,764 square feet or 1.44 acres, more or less.

The Basis of Bearings for this description is the north line of said Parcel Map No. 5260. Said line is taken to bear South 89°53’01” East.

See Exhibit B for map.

WHEREAS, the street improvements that were also required and identified as conditions of Parcel Map 5260 and Parcel Map 4452 located on the above described real property have been completed and it is now appropriate for the City of Visalia to accept these completed facilities for public use and as part of the city street system under California Street and Highways Code section 1806.

NOW, THEREFORE, BE IT RESOLVED, the City Council of the City of Visalia hereby accepts the “Irrevocable Offer to Dedicate Real Property” as described herein and made a part thereof for public use, acknowledges completion of the street improvements and accepts these facilities as part of the city street system under California Street and Highways Code section 1806. 89 PASSED AND ADOPTED: August 4, 2025 Leslie B. Caviglia, CITY CLERK

STATE OF CALIFORNIA )
COUNTY OF TULARE ) ss.

CITY OF VISALIA )
I, Leslie B. Caviglia, City Clerk of the City of Visalia, certify the foregoing is the full and true Resolution 2025-58 passed and adopted by the Council of the City of Visalia at a regular meeting held on August 4, 2025.

Dated: Leslie B. Caviglia, CITY CLERK
By Reyna Rivera, Chief Deputy City Clerk
90 APN: 077-200-052 (porƟon) Page 1 of 2
EXHIBIT ‘A’
All that porƟon of Parcel 2 of Parcel Map No. 5260, filed for record in Book 53 of Parcel Maps, at

Page 67 ends

South, Range 24 East, Mount Diablo Base and Meridian, according to the Official Government Township Plats thereof, in the City of Visalia, County of Tulare, State of California, described as follows:

COMMENCING at a point which is the North quarter corner of said SecƟon 21; thence along the East line of said Northwest quarter, South 00°07’06” West, a distance of 42.00 feet to the TRUE POINT OF BEGINNING, also being the intersecƟon of the South right-of-way line of Riggin Avenue with the West right-of-way line of Clancy Street, as shown on said Parcel Map No. 5260, also being the northeast corner of said Parcel 2; thence along said West right -of-way line, also being the East line of said Parcel 2, South 00°07’06” West, a distance of 1221.09 feet to the southeast corner of said Parcel 2; thence along the South line of said Parcel 2, North 89°53’07” West, a distance of

60.00 feet to the beginning of a non-tangent curve concave to the East having a radius of 960.00 feet and to which a radial line bears North 89°52’54” West, shown as an intersecƟon with the westerly Irrevocable Offer of DedicaƟon (IOD) line per Parcel Map No. 4452, filed for record in Book 45 of Parcel Maps, at Page 57, in said County; thence leaving said South line, along said westerly IOD line, northerly 129.90 feet along said curve through a central angle of 07°45’09” to the beginning of a reverse curve concave to the West having a radius of 900.00 feet; thence conƟnuing, northerly 121.78 feet along said curve through a central angle of 07°45’09”; thence conƟnuing, along a line parallel with and 43.00 feet distant West (measured at right angles) from the East line of said Northwest quarter, also being the East line of said IOD, North 00°07’06” East, a distance of 944.19 feet to a point of intersecƟon with the Southeast corner of an IOD as shown on said Parcel Map No. 5260; thence along the South line of said IOD, North 44°52’58” West, a distance of 18.38 feet; thence conƟnuing, along a line parallel with and 13.00 feet distant South (measured at right angles) from the North line of Parcel 2 of said Parcel Map No. 5260, also being the South right-of-way line of Riggin Avenue and the North line of said IOD, North 89°53’01” West, a distance of 603.70 feet to a point of intersecƟon with the West line of said Parcel 2; thence along said West line, North 00°07’06 East, a distance of 13.00 feet to the Northwest corner of said Parcel 2, also being on the South right-of-way line of Riggin Avenue; thence along the North line of said Parcel 2, said South right-of-way line, and said North IOD line, South 89°53’01” East, a distance of 659.70 feet to the TRUE POINT OF BEGINNING.

Containing 62,764 square feet or 1.44 acres, more or less.

See Exhibit ‘B’, aƩached hereto and made a part hereof. 91 APN: 077-200-052 (porƟon) Page 2 of 2
The Basis of Bearings for this descripƟon is the north line of said Parcel Map No. 5260. Said line is taken to bear South 89°53’01” East.

July 23, 2025

END OF DESCRIPTION

PREPARED BY INTERWEST CONSULTING GROUP

ELK GROVE, CALIFORNIA
92 PLAT TO ACCOMPANY

DESCRIPTION
JULY 23, 2025 SHEET 1 OF 1
LEGEND
93 Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0310 Agenda Date: 8/4/2025 Agenda #: 5.

Agenda Item Wording:

Approve the Purchase of (3) Godwin Portable Pumps - Authorize the purchase of 3 Godwin Portable Pumps for the Wastewater Collections Division from Pac Machine Company for $181,561.06, appropriate $8,590.27 from the Storm Sewer Maintenance Fund, and appropriate $25,770.79 from the Wastewater Fund.

Prepared by: Ben Litwack, Public Works Manager, [email protected], 713-4671 Nick Bartsch, Public Works Director, [email protected] , 713-4052 Department Recommendation: Staff recommends that Council approve the purchase of (3) Godwin Portable Pumps for the Wastewater Collections Division from Pac Machine Company for $181,561.06 utilizing GSA Cooperative Purchasing Contract 47QSMS24D00C6, appropriate $8,590.27 from the Storm Sewer Maintenance Fund and appropriate $25,770.79 from the Wastewater Fund.

Summary:

The City of Visalia relies on diesel-powered trailer-mounted pumps as emergency backup units for critical stormwater and sanitary sewer lift stations, ensuring continuous service during power outages, equipment failures, or maintenance. The City currently operates several aging Tier 3 diesel pumps that are due for replacement in order to maintain operational readiness and meet current air quality standards. To replace these pumps, Staff proposes purchasing three Godwin Tier 4 diesel pumps from Pac Machine Company utilizing GSA Cooperative Purchasing Contract 47QSMS24D00C6, a competitively awarded federal contract that offers favorable pricing and streamlines procurement. This purchase aligns with the City’s equipment replacement schedule and will improve emergency response capacity while maintaining compliance with current air quality standards.

Background Discussion:

Pac Machine Company is a distributor of Godwin pumps and is listed as an authorized vendor under GSA Contract 47QSMS24D00C6. Utilizing this competitively awarded federal contract allows the City to procure equipment at favorable pricing without issuing a separate Request for Bids (RFB), in accordance with the City’s purchasing policies and procedures.

Staff proposes to purchase three (3) Godwin Tier 4 diesel pumps, which offer reduced emissions and improved fuel efficiency compared to the existing Tier 3 models. These pumps are powered by John Deere Tier 4 diesel engines, which are compliant with the latest emissions regulations and have a proven track record for reliability in demanding municipal and industrial applications.

The City already maintains a service contract with The Pape Group, a certified John Deere service provider, which allows for streamlined maintenance, timely repairs, and minimal equipment downtime. The ability to service these engines under an existing contract reduces long-term Visalia City Council Page 1 of 2 Printed on 7/31/2025
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File #: 25-0310 Agenda Date: 8/4/2025 Agenda #: 5.
maintenance risk and supports operational continuity.

The new pumps will replace three outdated pumps. They will be deployed at key storm and sanitary sewer lift stations to provide critical backup pumping capacity during emergencies. By leveraging GSA Contract 47QSMS24D00C6, the City can ensure compliance with procurement regulations while expediting delivery and taking advantage of competitively negotiated pricing. This purchase aligns with the City’s capital equipment replacement schedule and supports long-term reliability of essential wastewater and stormwater infrastructure.

Fiscal Impact: The total cost of the (3) Godwin Portable Pumps, including sales tax and freight, is $181,561.06. Currently, $110,400 in the Wastewater Fund (431) and $36,800 in the Storm Sewer Maintenance Fund (481) are budgeted for this purchase in the Capital Improvements Program under VH0291 for a total of $147,200. An additional appropriation is needed in the amount of $34,361.06, $8,590.27 from Fund 481 and $25,770.79 from Fund 431, to cover the remaining balance. The proportional cost is based on a 75% / 25% split between Funds 431 and 481, respectively.

Prior Council Action: N/A
Other: None
Alternatives: N/A
Recommended Motion (and Alternative Motions if expected):

I move to approve the purchase of (3) Diesel Portable Pumps for the Wastewater Collections Division from Pac Machine Company for $181,561.06, appropriate $8,590.27 from the Storm Sewer Maintenance Fund and appropriate $25,770.79 from the Wastewater Fund.

Environmental Assessment Status: N/A
CEQA Review: N/A
Deadline for Action: 8/4/2025
Attachments:

Contract Clauses With Piggyback Language (pg. 158)
Pac Machine Company Quote
GSA Contract Price List With Quote
Sole Source Info
Visalia City Council Page 2 of 2 Printed on 7/31/2025
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Contract Clause Document
for
Solicitation Number : 47QSMD20R0001
Refresh Number : 26
Contract Number : 47QSMS24D00C6
Created on May 27, 2025
96 TABLE OF CONTENTS
Contract Clauses

52.203-3 - GRATUITIES (APR 1984)......................................................................................................... 1

52.207-5 - OPTION TO PURCHASE EQUIPMENT (FEB 1995)..............................................................1

52.222-1 - NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)................................ 1

52.222-3 - CONVICT LABOR (JUN 2003)................................................................................................. 1

52.224-1 - PRIVACY ACT NOTIFICATION (APR 1984)...........................................................................2

52.224-2 - PRIVACY ACT (APR 1984)....................................................................................................... 2

52.228-5 - INSURANCE - WORK ON A GOVERNMENT INSTALLATION (JAN 1997).......................... 3

52.229-1 - STATE AND LOCAL TAXES (APR 1984)................................................................................. 3

52.232-37 - MULTIPLE PAYMENT ARRANGEMENTS (MAY 1999)....................................................... 4

52.233-3 - PROTEST AFTER AWARD (AUG 1996).................................................................................. 4

52.233-4 - APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)............................. 5

52.237-2 - PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984)............................................................................................................................................................5

52.237-3 - CONTINUITY OF SERVICES (JAN 1991)................................................................................5

52.239-1 - PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)........................................................... 5

52.242-13 - BANKRUPTCY (JUL 1995).....................................................................................................6

52.242-15 - STOP-WORK ORDER (AUG 1989)........................................................................................ 6

52.247-32 - F.O.B. ORIGIN, FREIGHT PREPAID (FEB 2006)................................................................6

52.247-34 - F.O.B. DESTINATION (NOV 1991)........................................................................................8

52.247-38 - F.O.B. INLAND CARRIER, POINT OF EXPORTATION (FEB 2006)...................................9

52.247-39 - F.O.B. INLAND POINT, COUNTRY OF IMPORTATION (APR 1984)................................. 9

52.247-65 - F.O.B. ORIGIN, PREPAID FREIGHT - SMALL PACKAGE SHIPMENTS (JAN 1991)..... 10

52.247-68 - REPORT OF SHIPMENT (REPSHIP) (FEB 2006).............................................................. 10 552.203-71 - RESTRICTION ON ADVERTISING (SEP 1999)................................................................ 11 552.211-73 - MARKING (FEB 1996)........................................................................................................11 552.211-75 - PRESERVATION, PACKAGING, AND PACKING (FEB 1996) (ALTERNATE I - MAY 2003)..........................................................................................................................................................11 552.211-77 - PACKING LIST (FEB 1996) (ALTERNATE I - MAY 2003)................................................12 552.223-70 - HAZARDOUS SUBSTANCES (MAY 1989).........................................................................12 552.223-71 - NONCONFORMING HAZARDOUS MATERIALS (SEP 1999)......................................... 12 552.229-70 - FEDERAL, STATE, AND LOCAL TAXES (APR 1984).......................................................13 552.229-71 - FEDERAL EXCISE TAX - C GOVERNMENT (SEP 1999).................................................13 552.232-23 - ASSIGNMENT OF CLAIMS (SEP 1999)............................................................................ 13

52.223-7 - NOTICE OF RADIOACTIVE MATERIALS (JAN 1997).........................................................13

52.252-2 - CLAUSES INCORPORATED BY REFERENCE (FEB 1998).................................................14

52.217-8 - OPTION TO EXTEND SERVICES (NOV 1999)..................................................................... 16

52.246-4 - INSPECTION OF SERVICES - FIXED-PRICE (AUG 1996) (DEVIATION I - MAY 2003).. 16 552.216-70 - ECONOMIC PRICE ADJUSTMENT - FSS MULTIPLE AWARD SCHEDULE CONTRACTS (SEP 1999) (ALTERNATE I - SEP 1999).......................................................................... 17

52.223-9 - ESTIMATE OF PERCENTAGE OF RECOVERED MATERIAL CONTENT FOR EPA-DESIGNATED ITEMS (MAY 2008)................................................................................................. 18 552.246-78 - INSPECTION AT DESTINATION (JUL 2009)................................................................... 19

52.217-9 - OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)................................19

52.222-40 - NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT (DEC 2010)....................................................................................................................................... 19

52.204-9 - PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 2011).... 20

52.251-1 - GOVERNMENT SUPPLY SOURCES (APR 2012)................................................................. 21

52.245-9 - USE AND CHARGES (APR 2012).......................................................................................... 21

52.216-19 - ORDER LIMITATIONS (OCT 1995).....................................................................................23

52.208-9 - CONTRACTOR USE OF MANDATORY SOURCES OF SUPPLY OR SERVICES (MAY 97 ................................................................................................................................................................... 24

52.222-42 - STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 2014)..................24

52.222-49 - SERVICE CONTRACT LABOR STANDARDS - PLACE OF PERFORMANCE UNKNOWN (MAY 2014)............................................................................................................................................... 24

52.222-51 - EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR

STANDARDS TO CONTRACTS FOR MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN EQUIPMENT - REQUIREMENTS (MAY 2014).......................................................................................25

52.222-53 - EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR CERTAIN SERVICES - REQUIREMENTS (MAY 2014)............. 25

52.227-14 - RIGHTS IN DATA - GENERAL (MAY 2014)........................................................................ 26

52.232-17 - INTEREST (MAY 2014) (DEVIATION I - MAY 2003)..........................................................31

52.232-36 - PAYMENT BY THIRD PARTY (MAY 2014)..........................................................................31

52.233-1 - DISPUTES (MAY 2014).......................................................................................................... 32 I-FSS-969 - ECONOMIC PRICE ADJUSTMENT-FSS MULTIPLE AWARD SCHEDULE (OCT 2014)33

52.204-19 - INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)............................................................................................................................................... 35 552.223-73 - PRESERVATION, PACKAGING, PACKING, MARKING AND LABELING OF HAZARDOUS MATERIALS (HAZMAT) FOR SHIPMENTS (JUN 2015)................................................35

52.209-10 - PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC CORPORATIONS (NOV 2015)............................................................................................................................................... 36 552.228-5 - GOVERNMENT AS ADDITIONAL INSURED (JAN 2016)..................................................37 I-FSS-969 - ECONOMIC PRICE ADJUSTMENT - FSS MULTIPLE AWARD SCHEDULE (OCT 2014) (ALTERNATE II - JUL 2016)....................................................................................................................37 552.216-70 - ECONOMIC PRICE ADJUSTMENT – FSS MULTIPLE AWARD SCHEDULE CONTRACTS (SEP 1999) (DEVIATION II – JUL 2016)......................................................................... 38 552.211-89 - NON-MANUFACTURED WOOD PACKAGING MATERIAL FOR EXPORT (JUL 2016)39

52.224-3 - PRIVACY TRAINING (JAN 2017)...........................................................................................40

52.242-5 - PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (JAN 2017)................................ 41

52.204-15 - SERVICE CONTRACT REPORTING REQUIREMENTS FOR INDEFINITE-DELIVERY CONTRACTS (JAN 2014)......................................................................................................................... 42

52.222-41 - SERVICE CONTRACT LABOR STANDARDS (AUG 2018)................................................. 43

52.222-43 - FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT LABOR STANDARDSâ??PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION CONTRACTS) (AUG 2018)..........................................................................................................................................................48

52.204-13 - SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018)............................. 49

52.209-9 - UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY MATTERS (OCT 2018)............................................................................................................................. 51

52.232-33 - PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR AWARD MANAGEMENT (OCT 2018)....................................................................................................................52 552.238-107 - TRAFFIC RELEASE (SUPPLIES) (MAY 2019)................................................................53 552.238-86 - DELIVERY SCHEDULE (MAY 2019).................................................................................53 552.238-89 - DELIVERIES TO THE U.S. POSTAL SERVICE (MAY 2019)............................................ 54 552.238-90 - CHARACTERISTICS OF ELECTRIC CURRENT (MAY 2019)..........................................54 552.238-91 - MARKING AND DOCUMENTATION REQUIREMENTS FOR SHIPPING (MAY 2019). 55 552.238-92 - VENDOR MANAGED INVENTORY (VMI) PROGRAM (MAY 2019)................................55 552.238-93 - ORDER ACKNOWLEDGMENT (MAY 2019).....................................................................55 552.238-94 - ACCELERATED DELIVERY REQUIREMENTS (MAY 2019)........................................... 55 552.238-95 - SEPARATE CHARGE FOR PERFORMANCE ORIENTED PACKAGING (POP) (MAY 2019)..........................................................................................................................................................56 552.238-96 - SEPARATE CHARGE FOR DELIVERY WITHIN CONSIGNEE'S PREMISES (MAY 2019)..........................................................................................................................................................56 552.238-100 - TRANSSHIPMENTS (MAY 2019)......................................................................................57 552.238-101 - FOREIGN TAXES AND DUTIES (MAY 2019)................................................................. 57 552.238-102 - ENGLISH LANGUAGE AND U.S. DOLLAR REQUIREMENTS (MAY 2019).................57 552.238-103 - ELECTRONIC COMMERCE (MAY 2019)....................................................................... 58 552.238-104 - DISSEMINATION OF INFORMATION BY CONTRACTOR (MAY 2019).......................59 552.238-106 - INTERPRETATION OF CONTRACT REQUIREMENTS (MAY 2019)............................ 59 552.238-70 - COVER PAGE FOR WORLDWIDE FEDERAL SUPPLY SCHEDULES (MAY 2019) FOR ALL GEOGRAPHIC AREAS..................................................................................................................... 59 552.238-79 - CANCELLATION (MAY 2019)............................................................................................59 98 552.238-81 - PRICE REDUCTIONS (MAY 2019) ...................................................................................59 552.238-81 - PRICE REDUCTIONS (MAY 2019) (ALTERNATE I - APR 2014).....................................60 552.238-83 - EXAMINATION OF RECORDS BY GSA (MAY 2019)....................................................... 61 552.238-84 - DISCOUNTS FOR PROMPT PAYMENT (MAY 2019).......................................................61 552.238-85 - CONTRACTOR'S BILLING RESPONSIBILITIES (MAY 2019)..........................................62 552.238-87 - DELIVERY PRICES (MAY 2019)........................................................................................62 552.238-97 - PARTS AND SERVICE (MAY 2019)................................................................................... 63 552.238-98 - CLAUSES FOR OVERSEAS COVERAGE (MAY 2019)..................................................... 63 552.238-99 - DELIVERY PRICES OVERSEAS (MAY 2019)....................................................................64

52.216-32 - TASK-ORDER AND DELIVERY-ORDER OMBUDSMAN (SEP 2019) (ALT I SEP 2019) Alternate I..................................................................................................................................................64

52.219-13 - NOTICE OF SET-ASIDE OF ORDERS (MAR 2020)........................................................... 65

52.219-6 - NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (MAR 2020).......................................65 552.238-77 - SUBMISSION AND DISTRIBUTION OF AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LISTS (MAR 2020)........................................................................................................................ 65

52.202-1 - DEFINITIONS (JUN 2020)..................................................................................................... 66

52.204-10 - REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (JUN 2020)............................................................................................................................... 66

52.204-18 - COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE (AUG 2020)......69

52.222-36 - EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUN 2020)................... 69

52.222-35 - EQUAL OPPORTUNITY FOR VETERANS (JUN 2020)......................................................70

52.222-37 - EMPLOYMENT REPORTS ON VETERANS (JUN 2020).....................................................70

52.225-19 - CONTRACTOR PERSONNEL IN A DESIGNATED OPERATIONAL AREA OR

SUPPORTING A DIPLOMATIC OR CONSULAR MISSION OUTSIDE THE UNITED STATES (MAY 2020)..........................................................................................................................................................71

52.216-18 - ORDERING (AUG 2020)...................................................................................................... 76

52.228-3 - WORKER’S COMPENSATION INSURANCE (DEFENSE BASE ACT) (JUL 2014)............. 77

52.204-2 - SECURITY REQUIREMENTS (MAR 2021)............................................................................77

52.225-13 - RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (FEB 2021)................................78 552.238-80 - INDUSTRIAL FUNDING FEE AND SALES REPORTING (JUL 2020)............................ 78

52.223-3 - HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (FEB 2021) (ALTERNATE I - JUL 1995)..................................................................................................................... 80 552.252-6 - AUTHORIZED DEVIATIONS IN CLAUSES (NOV 2021) (DEVIATION FAR 52.252-6)....81

52.245-1 - GOVERNMENT PROPERTY (SEP 2021)...............................................................................82

52.219-33 - NONMANUFACTURER RULE (SEP 2021)......................................................................... 92

52.219-16 - LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (SEP 2021)................................ 93

52.203-13 - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (NOV 2021).................94

52.204-21 - BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (NOV 2021)............................................................................................................................................... 97

52.204-25 - PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (NOV 2021).................................................... 99 552.238-111 - ENVIRONMENTAL PROTECTION AGENCY REGISTRATION REQUIREMENT (JAN 2022)........................................................................................................................................................101 552.238-82 - MODIFICATIONS (FEDERAL SUPPLY SCHEDULE) (JAN 2022) (ALTERNATE I - MAR 2020)........................................................................................................................................................102 552.238-82 - MODIFICATIONS (FEDERAL SUPPLY SCHEDULE) (JAN 2022) (ALTERNATE II MAY 2019)........................................................................................................................................................103 552.238-78 - IDENTIFICATION OF PRODUCTS THAT HAVE ENVIRONMENTAL ATTRIBUTES (JAN 2022)........................................................................................................................................................104

52.203-6 - RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUN 2020) (ALTERNATE I - NOV 2021).................................................................................................................. 106

52.222-50 - COMBATING TRAFFICKING IN PERSONS (NOV 2021)................................................ 106

52.222-55 - MINIMUM WAGES FOR CONTRACTOR WORKERS UNDER EXECUTIVE ORDER 14026 (JAN 2022).............................................................................................................................................. 114

52.222-62 - PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 (JAN 2022)............................ 118

52.247-64 - PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG COMMERCIAL VESSELS (NOV 2021)........................................................................................................................................................122

52.215-21 - REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA OTHER THAN CERTIFIED COST OR PRICING DATA - MODIFICATIONS (NOV 2021) (ALTERNATE IV - OCT 2010)...............................................................................................................................................124 99 552.238-116 - OPTION TO EXTEND THE TERM OF THE FSS CONTRACT (MAR 2022)................ 125 552.238-115 - SPECIAL ORDERING PROCEDURES FOR THE ACQUISITION OF ORDER-LEVEL MATERIALS (APR 2022)........................................................................................................................ 125 552.238-73 - IDENTIFICATION OF ELECTRONIC OFFICE EQUIPMENT PROVIDING ACCESSIBILITY FOR INDIVIDUALS WITH DISABILITIES (MAR 2022)...........................................126

52.216-22 - INDEFINITE QUANTITY (OCT 1995)............................................................................... 127

52.219-14 - LIMITATIONS ON SUBCONTRACTING (OCT 2022).......................................................127

52.219-29 - NOTICE OF SET-ASIDE FOR, OR SOLE SOURCE AWARD TO, ECONOMICALLY DISADVANTAGED WOMEN-OWNED SMALL BUSINESS CONCERNS (OCT 2022)........................128

52.219-30 - NOTICE OF SET-ASIDE FOR, OR SOLE SOURCE AWARD TO, WOMEN-OWNED

SMALL BUSINESS CONCERNS ELIGIBLE UNDER THE WOMEN-OWNED SMALL BUSINESS PROGRAM (OCT 2022)..........................................................................................................................129

52.219-3 - NOTICE OF HUBZONE SET-ASIDE OR SOLE SOURCE AWARD (OCT 2022)............... 130 C-FSS-370 - CONTRACTOR TASKS / SPECIAL REQUIREMENTS (DEC 2022)................................ 131 I-FSS-40 - CONTRACTOR TEAM ARRANGEMENTS (DEC 2022)...................................................... 132 I-FSS-600 - CONTRACT PRICE LISTS (DEC 2022)............................................................................. 132 I-FSS-644 - PRODUCTS OFFERED AND SOLD BY VENDORS OTHER THAN THE MANUFACTURER (DEC 2022)............................................................................................................. 135 G-FSS-900-C - CONTACT FOR CONTRACT ADMINISTRATION (DEC 2022).................................. 136 I-FSS-106 - GUARANTEED MINIMUM (DEC 2022)............................................................................137

52.232-40 - PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (MAR 2023)............................................................................................................................................. 137 552.219-74 - SECTION 8(A) DIRECT AWARD (SEP 1999)..................................................................137 552.238-117 - PRICE ADJUSTMENT - FAILURE TO PROVIDE ACCURATE INFORMATION (OCT 2023)........................................................................................................................................................138 I-FSS-639 - CONTRACT SALES CRITERIA (SEP 2023)....................................................................... 139 552.212-71 - CONTRACT TERMS AND CONDITIONS APPLICABLE TO GSA ACQUISITIONS OF COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2023).......................................139 552.212-72 - CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS APPLICABLE TO GSA ACQUISITION OF COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (OCT 2023)................................................................................................ 139

52.225-5 - TRADE AGREEMENTS (NOV 2023)....................................................................................140 552.212-4 - CONTRACT TERMS AND CONDITIONS - COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (DEVIATION FAR 52.212-4) (JAN 2023).................................................143

52.204-23 - PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES

DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED ENTITIES (DEC 2023)........................................................................................................................................................150

52.203-17 - CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (NOV 2023)............................................... 151

52.204-30 - FEDERAL ACQUISITION SUPPLY CHAIN SECURITY ACT ORDERS - PROHIBITION (DEC 2023) (ALT I DEC 2023).............................................................................................................. 151 552.238-105 - DELIVERIES BEYOND THE CONTRACTUAL PERIOD - PLACING OF ORDERS (MAR 2024)........................................................................................................................................................156 552.238-112 - DEFINITIONS - FEDERAL SUPPLY SCHEDULE CONTRACTS (MAR 2024)............156 552.238-113 - AUTHORITIES SUPPORTING USE OF FEDERAL SUPPLY SCHEDULE CONTRACTS (MAR 2024)............................................................................................................................................. 156 552.238-114 - USE OF FEDERAL SUPPLY SCHEDULE CONTRACTS BY NON-FEDERAL ENTITIES (MAR 2024)............................................................................................................................................. 158

52.219-27 - NOTICE OF SET-ASIDE FOR, OR SOLE-SOURCE AWARD TO, SERVICE-DISABLED

VETERAN-OWNED SMALL BUSINESS (SDVOSB) CONCERNS ELIGIBLE UNDER THE SDVOSB PROGRAM (FEB 2024).......................................................................................................................... 159

52.223-5 - POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (MAY 2024)....... 160

52.223-11 - OZONE-DEPLETING SUBSTANCES AND HIGH GLOBAL WARMING POTENTIAL HYDROFLUOROCARBONS (MAY 2024)..............................................................................................161

52.223-20 - AEROSOLS (MAY 2024)..................................................................................................... 161

52.223-21 - FOAMS (MAY 2024)............................................................................................................162

52.226-8 - ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE DRIVING (MAY 2024)............................................................................................................................ 163

52.204-27 - PROHIBTION ON A BYTEDANCE COVERED APPLICATION (JUN 2023)................... 164 552.238-80 - INDUSTRIAL FUNDING FEE AND SALES REPORTING (JUL 2020) ALTERNATE I (MAY 2024) (DEVIATION)..................................................................................................................... 165 100

52.204-7 - SYSTEM FOR AWARD MANAGEMENT (NOV 2024)......................................................... 168 552.238-88 - GSA ADVANTAGE!® (JUL 2024).................................................................................... 169 552.219-18 - NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(a) PARTICIPANTS (MAY 2024) (DEVIATION FAR 52.219-18)........................................................................................... 169 552.212-4 - CONTRACT TERMS AND CONDITIONS - COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (ALTERNATE I NOV 2021) (DEVIATION FAR 52.212-4) (JAN 2023) .. 170 552.238-119 - SINGLE-USE PLASTIC (SUP) FREE PACKAGING AVAILABILITY (JUL 2024)........182

52.240-1 - PROHIBITION ON UNMANNED AIRCRAFT SYSTEMS MANUFACTURED OR

ASSEMBLED BY AMERICAN SECURITY DRONE ACT-COVERED FOREIGN ENTITIES (NOV 2024)........................................................................................................................................................183

52.223-2 - REPORTING OF BIOBASED PRODUCTS UNDER SERVICE AND CONSTRUCTION CONTRACTS (MAY 2024) (DEVIATION FEB 2025)............................................................................ 184

52.223-10 - WASTE REDUCTION PROGRAM (MAY 2024) (DEVIATION FEB 2025)....................... 185

52.223-23 - SUSTAINABLE PRODUCTS AND SERVICES (MAY 2024) (DEVIATION FEB 2025).....185

52.209-6 - PROTECTING THE GOVERNMENTS INTEREST WHEN SUBCONTRACTING WITH

CONTRACTORS DEBARRED, SUSPENDED, PROPOSED FOR DEBARMENT, OR VOLUNTARILY EXCLUDED (JAN 2025).........................................................................................................................186

52.219-8 - UTILIZATION OF SMALL BUSINESS CONCERNS (JAN 2025)........................................ 187

52.219-9 - SMALL BUSINESS SUBCONTRACTING PLAN (JAN 2025) (ALT II NOV 2016).............. 189

52.219-28 - POST-AWARD SMALL BUSINESS PROGRAM REPRESENTATION (JAN 2025)........... 200

52.222-19 - CHILD LABOR-COOPERATION WITH AUTHORITIES AND REMEDIES (JAN 2025). 202

52.222-54 - EMPLOYMENT ELIGIBILITY VERIFICATION (JAN 2025).............................................203

52.212-5 - CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS - COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (JAN 2025) (DEVIATION FEB 2025)........................................................................................................................ 206 101

52.203-3 GRATUITIES (APR 1984)
(a) The right of the Contractor to proceed may be terminated by written notice if, after notice and hearing, the agency head or a designee determines that the Contractor, its agent, or another representative—
(1) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the Government; and
(2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract. (b) The facts supporting this determination may be reviewed by any court having lawful jurisdiction. (c) If this contract is terminated under paragraph (a) above, the Government is entitled— (1) To pursue the same remedies as in a breach of the contract; and (2) In addition to any other damages provided by law, to exemplary damages of not less than 3 nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person concerned, as determined by the agency head or a designee. (This subparagraph (c)(2) is applicable only if this contract uses money appropriated to the Department of Defense.) (d) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract.

52.207-5 OPTION TO PURCHASE EQUIPMENT (FEB 1995)
(a) The Government may purchase the equipment provided on a lease or rental basis under this contract.

The Contracting Officer may exercise this option only by providing a unilateral modification to the Contractor. The effective date of the purchase will be specified in the unilateral modification and may be any time during the period of the contract, including any extensions thereto. (b) Except for final payment and transfer of title to the Government, the lease or rental portion of the contract becomes complete and lease or rental charges shall be discontinued on the day immediately preceding the effective date of purchase specified in the unilateral modification required in paragraph (a) of this clause.
(c) The purchase conversion cost of the equipment shall be computed as of the effective date specified in the unilateral modification required in paragraph (a) of this clause, on the basis of the purchase price set forth in the contract, minus the total purchase option credits accumulated during the period of lease or rental, calculated by the formula contained elsewhere in this contract. (d) The accumulated purchase option credits available to determine the purchase conversion cost will also include any credits accrued during a period of lease or rental of the equipment under any previous Government contract if the equipment has been on continuous lease or rental. The movement of equipment from one site to another site shall be “continuous rental.”

52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES
(FEB 1997)
If the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this contract, the Contractor shall immediately give notice, including all relevant information, to the Contracting Officer.

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52.222-3 CONVICT LABOR (JUN 2003)
(a) Except as provided in paragraph (b) of this clause, the Contractor shall not employ in the performance of this contract any person undergoing a sentence of imprisonment imposed by any court of a State, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, or the U.S. Virgin Islands.
(b) The Contractor is not prohibited from employing persons— (1) On parole or probation to work at paid employment during the term of their sentence; (2) Who have been pardoned or who have served their terms; or (3) Confined for violation of the laws of any of the States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, or the U.S. Virgin Islands who are authorized to work at paid employment in the community under the laws of such jurisdiction, if— (i) The worker is paid or is in an approved work training program on a voluntary basis; (ii) Representatives of local union central bodies or similar labor union organizations have been consulted;
(iii) Such paid employment will not result in the displacement of employed workers, or be applied in skills, crafts, or trades in which there is a surplus of available gainful labor in the locality, or impair existing contracts for services; (iv) The rates of pay and other conditions of employment will not be less than those paid or provided for work of a similar nature in the locality in which the work is being performed; and
(v) The Attorney General of the United States has certified that the work-release laws or regulations of the jurisdiction involved are in conformity with the requirements of Executive Order 11755, as amended by Executive Orders 12608 and 12943.

52.224-1 PRIVACY ACT NOTIFICATION (APR 1984)
The Contractor will be required to design, develop, or operate a system of records on individuals, to accomplish an agency function subject to the Privacy Act of 1974, Public Law 93-579, December 31, 1974 (5 U.S.C. 552a) and applicable agency regulations. Violation of the Act may involve the imposition of criminal penalties.

52.224-2 PRIVACY ACT (APR 1984)
(a) The Contractor agrees to—
(1) Comply with the Privacy Act of 1974 (the Act) and the agency rules and regulations issued under the Act in the design, development, or operation of any system of records on individuals to accomplish an agency function when the contract specifically identifies— (i) The systems of records; and
(ii) The design, development, or operation work that the Contractor is to perform; (2) Include the Privacy Act notification contained in this contract in every solicitation and resulting subcontract and in every subcontract awarded without a solicitation, when the work statement in the proposed subcontract requires the redesign, development, or operation of a Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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system of records on individuals that is subject to the Act; and (3) Include this clause, including this subparagraph (3), in all subcontracts awarded under this contract which requires the design, development, or operation of such a system of records. (b) In the event of violations of the Act, a civil action may be brought against the agency involved when the violation concerns the design, development, or operation of a system of records on individuals to accomplish an agency function, and criminal penalties may be imposed upon the officers or employees of the agency when the violation concerns the operation of a system of records on individuals to accomplish an agency function. For purposes of the Act, when the contract is for the operation of a system of records on individuals to accomplish an agency function, the Contractor is considered to be an employee of the agency.
(c) (1) "Operation of a system of records," as used in this clause, means performance of any of the activities associated with maintaining the system of records, including the collection, use, and dissemination of records.
(2) "Record," as used in this clause, means any item, collection, or grouping of information about an individual that is maintained by an agency, including, but not limited to, education, financial transactions, medical history, and criminal or employment history and that contains the person's name, or the identifying number, symbol, or other identifying particular assigned to the individual, such as a fingerprint or voiceprint or a photograph. (3) "System of records on individuals," as used in this clause, means a group of any records under the control of any agency from which information is retrieved by the name of the individual or by some identifying number, symbol, or other identifying particular assigned to the individual.

52.228-5 INSURANCE—WORK ON A GOVERNMENT
INSTALLATION (JAN 1997)
(a) The Contractor shall, at its own expense, provide and maintain during the entire performance of this contract, at least the kinds and minimum amounts of insurance required in the Schedule or elsewhere in the contract.
(b) Before commencing work under this contract, the Contractor shall notify the Contracting Officer in writing that the required insurance has been obtained. The policies evidencing required insurance shall contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government's interest shall not be effective—
(1) For such period as the laws of the State in which this contract is to be performed prescribe; or (2) Until 30 days after the insurer or the Contractor gives written notice to the Contracting Officer, whichever period is longer.
(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in subcontracts under this contract that require work on a Government installation and shall require subcontractors to provide and maintain the insurance required in the Schedule or elsewhere in the contract. The Contractor shall maintain a copy of all subcontractors' proofs of required insurance, and shall make copies available to the Contracting Officer upon request.

52.229-1 STATE AND LOCAL TAXES (APR 1984)
Notwithstanding the terms of the Federal, State, and Local Taxes clause, the contract price excludes all State and local taxes levied on or measured by the contract or sales price of the services or completed supplies furnished under this contract. The Contractor shall state separately on its invoices taxes excluded from the contract price, and the Government agrees either to pay the amount of the taxes to the Contractor or provide Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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evidence necessary to sustain an exemption.

52.232-37 MULTIPLE PAYMENT ARRANGEMENTS (MAY 1999)
This contract or agreement provides for payments to the Contractor through several alternative methods. The applicability of specific methods of payment and the designation of the payment office(s) are either stated— (a) Elsewhere in this contract or agreement; or
(b) In individual orders placed under this contract or agreement.

52.233-3 PROTEST AFTER AWARD (AUG 1996)
(a) Upon receipt of a notice of protest (as defined in FAR 33.101) or a determination that a protest is likely (see FAR 33.102(d)), the Contracting Officer may, by written order to the Contractor, direct the Contractor to stop performance of the work called for by this contract. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Upon receipt of the final decision in the protest, the Contracting Officer shall either— (1) Cancel the stop-work order; or
(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract. (b) If a stop-work order issued under this clause is canceled either before or after a final decision in the protest, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if—
(1) The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and (2) The Contractor asserts its right to an adjustment within 30 days after the end of the period of work stoppage; provided, that if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the request at any time before final payment under this contract.
(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement. (d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.
(e) The Government's rights to terminate this contract at anytime are not affected by action taken under this clause.
(f) If, as the result of the Contractor's intentional or negligent misstatement, misrepresentation, or miscertification, a protest related to this contract is sustained, and the Government pays costs, as provided in FAR 33.102(b)(2), or 33.104(h)(1), the Government may require the Contractor to reimburse the Government the amount of such costs. In addition to any other remedy available, and pursuant to the requirements of Subpart 32.6, the Government may collect this debt by offsetting the amount against any payment due the Contractor under any contract between the Contractor and the Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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Government.

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT
CLAIM (OCT 2004)
United States law will apply to resolve any claim of breach of this contract.

52.237-2 PROTECTION OF GOVERNMENT BUILDINGS,
EQUIPMENT, AND VEGETATION (APR 1984)
The Contractor shall use reasonable care to avoid damaging existing buildings, equipment, and vegetation on the Government installation. If the Contractor's failure to use reasonable care causes damage to any of this property, the Contractor shall replace or repair the damage at no expense to the Government as the Contracting Officer directs. If the Contractor fails or refuses to make such repair or replacement, the Contractor shall be liable for the cost, which may be deducted from the contract price.

52.237-3 CONTINUITY OF SERVICES (JAN 1991)
(a) The Contractor recognizes that the services under this contract are vital to the Government and must be continued without interruption and that, upon contract expiration, a successor, either the Government or another contractor, may continue them. The Contractor agrees to— (1) Furnish phase-in training; and
(2) Exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor.
(b) The Contractor shall, upon the Contracting Officer’s written notice, (1) furnish phase-in, phase-out services for up to 90 days after this contract expires and (2) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each division of work described in the plan, and shall be subject to the Contracting Officer’s approval. The Contractor shall provide sufficient experienced personnel during the phase-in, phase-out period to ensure that the services called for by this contract are maintained at the required level of proficiency. (c) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required by this contract. The Contractor also shall disclose necessary personnel records and allow the successor to conduct on-site interviews with these employees. If selected employees are agreeable to the change, the Contractor shall release them at a mutually agreeable date and negotiate transfer of their earned fringe benefits to the successor.
(d) The Contractor shall be reimbursed for all reasonable phase-in, phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in, phase-out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract.

52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996)
(a) The Contractor shall not publish or disclose in any manner, without the Contracting Officer's written consent, the details of any safeguards either designed or developed by the Contractor under this contract or otherwise provided by the Government.
(b) To the extent required to carry out a program of inspection to safeguard against threats and hazards to the security, integrity, and confidentiality of Government data, the Contractor shall afford the Government access to the Contractor's facilities, installations, technical capabilities, operations, Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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documentation, records, and databases.
(c) If new or unanticipated threats or hazards are discovered by either the Government or the Contractor, or if existing safeguards have ceased to function, the discoverer shall immediately bring the situation to the attention of the other party.

52.242-13 BANKRUPTCY (JUL 1995)
In the event the Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary, the Contractor agrees to furnish, by certified mail or electronic commerce method authorized by the contract, written notification of the bankruptcy to the Contracting Officer responsible for administering the contract.

This notification shall be furnished within five days of the initiation of the proceedings relating to bankruptcy filing. This notification shall include the date on which the bankruptcy petition was filed, the identity of the court in which the bankruptcy petition was filed, and a listing of Government contract numbers and contracting offices for all Government contracts against which final payment has not been made. This obligation remains in effect until final payment under this contract.

52.242-15 STOP-WORK ORDER (AUG 1989)
(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage.

Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either — (1) Cancel the stop-work order; or
(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract. (b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if —
(1) The stop-work order results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this contract; and (2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.
(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement. (d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

52.247-32 F.O.B. ORIGIN, FREIGHT PREPAID (FEB 2006)
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(a) The term "f.o.b. origin, freight prepaid," as used in this clause, means— (1) Free of expense to the Government delivered—
(i) On board the indicated type of conveyance of the carrier (or of the Government, if specified) at a designated point in the city, county, and State from which the shipments will be made and from which line-haul transportation service (as distinguished from switching, local drayage, or other terminal service) will begin; (ii) To, and placed on, the carrier's wharf (at ship-side, within reach of the ship's loading tackle, when the shipping point is within a port area having water transportation service) or the carrier's freight station;
(iii) To a U.S. Postal Service facility; or
(iv) If stated in the solicitation, to any Government-designated point located within the same city or commercial zone as the f.o.b. origin point specified in the contract (the Federal Motor Carrier Safety Administration prescribes commercial zones at Subpart B of 49 CFR part 372); and
(2) The cost of transportation, ultimately the Government's obligation, is prepaid by the Contractor to the point specified in the contract.
(b) The Contractor shall—
(1) (i) Pack and mark the shipment to comply with contract specifications; or (ii) In the absence of specifications, prepare the shipment in conformance with carrier requirements to protect the goods and to ensure assessment of the lowest applicable transportation charge;
(2) (i) Order specified carrier equipment when requested by the Government; or (ii) If not specified, order appropriate carrier equipment not in excess of capacity to accommodate shipment;
(3) Deliver the shipment in good order and condition to the carrier, and load, stow, trim, block, and/or brace carload or truckload shipment (when loaded by the Contractor) on or in the carrier's conveyance as required by carrier rules and regulations; (4) Be responsible for any loss of and/or damage to the goods— (i) Occurring before delivery to the carrier;
(ii) Resulting from improper packing or marking; or
(iii) Resulting from improper loading, stowing, trimming, blocking, and/or bracing of the shipment, if loaded by the Contractor on or in the carrier's conveyance; (5) Prepare a bill of lading or other transportation receipt. The bill of lading shall show— (i) A description of the shipment in terms of the governing freight classification or tariff (or Government rate tender) under which lowest freight rates are applicable; (ii) The seals affixed to the conveyance with their serial numbers or other identification; (iii) Lengths and capacities of cars or trucks ordered and furnished; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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(iv) Other pertinent information required to effect prompt delivery to the consignee, including name, delivery address, postal address and ZIP code of consignee, routing, etc.; (v) Special instructions or annotations requested by the ordering agency for bills of lading; e.g., "This shipment is the property of, and the freight charges paid to the carrier(s) will be reimbursed by, the Government"; and
(vi) The signature of the carrier's agent and the date the shipment is received by the carrier;
(6) Distribute the copies of the bill of lading, or other transportation receipts, as directed by the ordering agency; and
(7) Prepay all freight charges to the extent specified in the contract. (c) These Contractor responsibilities are specified for performance at the plant or plants at which these supplies are to be finally inspected and accepted, unless the facilities for shipment by carrier's equipment are not available at the Contractor's plant, in which case the responsibilities shall be performed f.o.b. the point or points in the same or nearest city where the specified carrier's facilities are available; subject, however, to the following qualifications:
(1) If the Contractor's shipping plant is located in the State of Alaska or Hawaii, the Contractor shall deliver the supplies listed for shipment outside Alaska or Hawaii to the port of loading in Alaska or Hawaii, respectively, as specified in the contract, at Contractor's expense, and to that extent the contract shall be "f.o.b. destination."
(2) Notwithstanding subparagraph (c)(1) of this clause, if the Contractor's shipping plant is located in the State of Hawaii, and the contract requires delivery to be made by container service, the Contractor shall deliver the supplies, at the Contractor's expense to the container yard in the same or nearest city where seavan container service is available.

52.247-34 F.O.B. DESTINATION (NOV 1991)
(a) The term "f.o.b. destination," as used in this clause, means— (1) Free of expense to the Government, on board the carrier's conveyance, at a specified delivery point where the consignee's facility (plant, warehouse, store, lot, or other location to which shipment can be made) is located; and
(2) Supplies shall be delivered to the destination consignee's wharf (if destination is a port city and supplies are for export), warehouse unloading platform, or receiving dock, at the expense of the Contractor. The Government shall not be liable for any delivery, storage, demurrage, accessorial, or other charges involved before the actual delivery (or "constructive placement" as defined in carrier tariffs) of the supplies to the destination, unless such charges are caused by an act or order of the Government acting in its contractual capacity. If rail carrier is used, supplies shall be delivered to the specified unloading platform of the consignee. If motor carrier (including "piggyback") is used, supplies shall be delivered to truck tailgate at the unloading platform of the consignee, except when the supplies delivered meet the requirements of Item 568 of the National Motor Freight Classification for "heavy or bulky freight." When supplies meeting the requirements of the referenced Item 568 are delivered, unloading (including movement to the tailgate) shall be performed by the consignee, with assistance from the truck driver, if requested.

If the Contractor uses rail carrier or freight forwarder for less than carload shipments, the Contractor shall ensure that the carrier will furnish tailgate delivery, when required, if transfer to truck is required to complete delivery to consignee.
(b) The Contractor shall—
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(1) (i) Pack and mark the shipment to comply with contract specifications; or (ii) In the absence of specifications, prepare the shipment in conformance with carrier requirements;
(2) Prepare and distribute commercial bills of lading;
(3) Deliver the shipment in good order and condition to the point of delivery specified in the contract;
(4) Be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the consignee at the delivery point specified in the contract; (5) Furnish a delivery schedule and designate the mode of delivering carrier; and (6) Pay and bear all charges to the specified point of delivery.

52.247-38 F.O.B. INLAND CARRIER, POINT OF EXPORTATION
(FEB 2006)
(a) The term "f.o.b. inland carrier, point of exportation," as used in this clause, means free of expense to the Government, on board the conveyance of the inland carrier, delivered to the specified point of exportation.
(b) The Contractor shall—
(1) (i) Pack and mark the shipment to comply with contract specifications; or (ii) In the absence of specifications, prepare the shipment for ocean transportation in conformance with carrier requirements to protect the goods and to ensure assessment of the lowest applicable transportation charge;
(2) Prepare and distribute commercial bills of lading or other transportation receipt; (3) (i) Deliver the shipment in good order and condition in or on the conveyance of the carrier on the date or within the period specified; and (ii) Pay and bear all applicable charges, including transportation costs, to the point of delivery specified in the contract;
(4) Be responsible for any loss of and/or damage to the goods occurring before delivery of the shipment to the point of delivery in the contract; and
(5) At the Government's request and expense, assist in obtaining the documents required for (i) exportation or (ii) importation at destination.

52.247-39 F.O.B. INLAND POINT, COUNTRY OF IMPORTATION
(APR 1984)
(a) The term "f.o.b. inland point, country of importation," as used in this clause, means free of expense to the Government, on board the indicated type of conveyance of the carrier, delivered to the specified inland point where the consignee's facility is located. (b) The Contractor shall—
(1) (i) Pack and mark the shipment to comply with contract specifications; or Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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(ii) In the absence of specifications, prepare the shipment for ocean transportation in conformance with carrier requirements to protect the goods; (2) (i) Deliver, in or on the inland carrier's conveyance, the shipment in good order and condition to the specified inland point where the consignee's facility is located; and (ii) Pay and bear all applicable charges incurred up to the point of delivery, including transportation costs; export, import, or other fees or taxes; costs of landing; wharfage costs; customs duties and costs of certificates of origin; consular invoices; and other documents that may be required for importation; and
(3) Be responsible for any loss of and/or damage to the goods until their arrival on or in the carrier's conveyance at the specified inland point.

52.247-65 F.O.B. ORIGIN, PREPAID FREIGHT—SMALL
PACKAGE SHIPMENTS (JAN 1991)
(a) When authorized by the Contracting Officer, f.o.b. origin freight shipments which do not have a security classification shall move on prepaid commercial bills of lading or other shipping documents to domestic destinations, including air and water terminals. Weight of individual shipments shall be governed by carrier restrictions but shall not exceed 150 pounds by any form of commercial air or 1,000 pounds by other commercial carriers. The Government will reimburse the Contractor for reasonable freight charges.
(b) The Contractor shall annotate the commercial bill of lading as required by the clause of this contract entitled "Commercial Bill of Lading Notations."
(c) The Contractor shall consolidate prepaid shipments in accordance with procedures established by the cognizant transportation office. The Contractor is authorized to combine Government prepaid shipments with the Contractor's commercial shipments for delivery to one or more consignees and the Government will reimburse its pro rata share of the total freight costs. The Contractor shall provide a copy of the commercial bill of lading promptly to each consignee. Quantities shall not be divided into mailable lots for the purpose of avoiding movement by other modes of transportation. (d) Transportation charges will be billed as a separate item on the invoice for each shipment made. A copy of the pertinent bill of lading, shipment receipt, or freight bill shall accompany the invoice unless otherwise specified in the contract.
(e) Loss and damage claims will be processed by the Government.

52.247-68 REPORT OF SHIPMENT (REPSHIP) (FEB 2006)
(a) Definition. Domestic destination, as used in this clause, means— (1) A destination within the contiguous United States; or (2) If shipment originates in Alaska or Hawaii, a destination in Alaska or Hawaii, respectively. (b) Unless otherwise directed by the Contracting Officer, the Contractor shall— (1) Send a prepaid notice of shipment to the consignee transportation officer— (i) For all shipments of—
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(B) Explosives and poisons, class 1, division 1.1, 1.2 and 1.3; class 2, division 2.3 and class 6, division 6.1;
(C) Radioactive materials requiring the use of a III bar label; or (ii) When a truckload/carload shipment of supplies weighing 20,000 pounds or more, or a shipment of less weight that occupies the full visible capacity of a railway car or motor vehicle, is given to any carrier (common, contract, or private) for transportation to a domestic destination (other than a port for export);
(2) Transmits the notice by rapid means to be received by the consignee transportation officer at least 24 hours before the arrival of the shipment; and
(3) Send, to the receiving transportation officer, the bill of lading or letter or other document containing the following information and prominently identified as a “Report of Shipment” or “REPSHIP FOR T.O.”
RESHIP FOR T.O. 81 JUN 01
TRANSPORTATION OFFICER, DEFENSE DEPOT, MEMPHIS, TN.

SHIPPED YOUR DEPOT 1981 JUN 1
540 CTNS MENS COTTON TROUSERS, 30,240 LB, 1782 CUBE, VIA XX-YY* IN CAR NO. XX 123456**-BL***-C98000031****CONTRACT DLA__________ ETA*****-JUNE 5 JONES & CO., JERSEY CITY N.J.
552.203-71 RESTRICTION ON ADVERTISING (SEP 1999)
The Contractor shall not refer to this contract in commercial advertising or similar promotions in such a manner as to state or imply that the product or service provided is endorsed or preferred by the White House, the Executive Office of the President, or any other element of the Federal Government, or is considered by these entities to be superior to other products or services. Any advertisement by the Contractor, including price-off coupons, that refers to a military resale activity shall contain the following statement: "This advertisement is neither paid for nor sponsored, in whole or in part, by any element of the United States Government."
552.211-73 MARKING (FEB 1996)
(a) General requirements. Interior packages, if any, and exterior shipping containers shall be marked as specified elsewhere in the contract. Additional marking requirements may be specified on delivery orders issued under the contract. If not otherwise specified, interior packages and exterior shipping containers shall be marked in accordance with the following standards. (1) Deliveries to civilian activities. Supplies shall be marked in accordance with Federal Standard 123, edition in effect on the date of issuance of the solicitation. (2) Deliveries to military activities. Supplies shall be marked in accordance with Military Standard 129, edition in effect on the date of issuance of the solicitation. (b) Improperly marked material. When Government inspection and acceptance are at destination, and delivered supplies are not marked in accordance with contract requirements, the Government has the right, without prior notice to the Contractor to perform the required marking, by contract or otherwise, and charge the Contractor, therefor at the rate specified elsewhere in this contract. This right is not exclusive, and is in addition to other rights or remedies provided for in this contract. 552.211-75 PRESERVATION, PACKAGING, AND PACKING
(FEB 1996) (ALTERNATE I - MAY 2003)
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Unless otherwise specified, all items shall be preserved, packaged, and packed in accordance with normal commercial practices, as defined in the applicable commodity specification. Packaging and packing shall comply with the requirements of the Uniform Freight Classification and the National Motor Freight Classification (issue in effect at time of shipment) and each shipping container of each item in a shipment shall be of uniform size and content, except for residual quantities. Where special or unusual packing is specified in an order, but not specifically provided for by the contract, such packing details must be the subject of an agreement independently arrived at between the ordering activity and the Contractor. 552.211-77 PACKING LIST (FEB 1996) (ALTERNATE I – MAY
2003)
(a) A packing list or other suitable shipping document shall accompany each shipment and shall indicate: (1) Name and address of consignor; (2) Name and complete address of consignee; (3) Ordering activity order or requisition number; (4) Government bill of lading number covering the shipment (if any); and (5) Description of the material shipped, including item number, quantity, number of containers, and package number (if any).
(b) When payment will be made by Ordering activity commercial credit card, in addition to the information in (a) above, the packing list or shipping document shall include: (1) Cardholder name and telephone number; and (2) the term "Credit Card."
552.223-70 HAZARDOUS SUBSTANCES (MAY 1989)
(a) If the packaged items to be delivered under this contract are of a hazardous substance and ordinarily are intended or considered to be for use as a household item, this contract is subject to the Federal Hazardous Substances Act, as amended (15 U.S.C. 1261-1276), implementing regulations thereof (16 CFR Chapter II(c)), and Federal Standard No. 123, Marking for Shipment (Civil Agencies), issue in effect on the date of this solicitation.
(b) The packaged items to be delivered under this contract are subject to the preparation of shipping documents, the preparation of items for transportation, shipping container construction, package making, package labeling, when required, shipper's certification of compliance, and transport vehicle placarding in accordance with Parts 171 through 178 of 49 CFR and the Hazardous Materials Transportation Act.
(c) The minimum packaging acceptable for packaging Department of Transportation regulated hazardous materials shall be those in 49 CFR 173.
552.223-71 NONCONFORMING HAZARDOUS MATERIALS
(SEP 1999)
(a) Nonconforming supplies that contain hazardous material or that may expose persons who handle or transport the supplies to hazardous material and which require replacement under the inspection and/or warranty clauses of this contract shall be reshipped to the Contractor at the Contractor's expense. The Contractor agrees to accept return of these nonconforming supplies and to pay all costs occasioned by their return.
(b) "Hazardous materials," as used in this clause, includes any material defined as hazardous under the latest version of Federal Standard No. 313 (including revisions adopted during the term of the contract). (c) If the Contractor fails to provide acceptable disposition instructions for the nonconforming supplies within 10 days from the date of the Government's request (or such longer period as may be agreed to between the Contracting Officer and the Contractor), or fails to accept return of the reshipped nonconforming supplies, such failure: (1) may be interpreted as a willful failure to perform, (2) may result in termination of the contract for default and (3) shall be considered by the Contracting Officer in determining the responsibility of the Contractor for any future award (see FAR 9.104-3(b) and 9.406-2).

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(d) Pending final resolution of any dispute, the Contractor shall promptly comply with the decision of the Contracting Officer.
552.229-70 FEDERAL, STATE, AND LOCAL TAXES (APR 1984)
The contract price includes all applicable Federal, State, and local taxes. No adjustment will be made to cover taxes which may subsequently be imposed on this transaction or changes in the rates of currently applicable taxes. However, the Government will, upon the request of the Contractor, furnish evidence appropriate to establish exemption from any tax from which the Government is exempt and which was not included in the contract price.
552.229-71 FEDERAL EXCISE TAX—DC GOVERNMENT
(SEP 1999)
If the District of Columbia cites an Internal Revenue Tax Exempt Certificate Number on orders placed under this contract, the Contractor shall bill shipments to the District of Columbia at prices exclusive of Federal excise tax and show the amount of such tax on the invoice. 552.232-23 ASSIGNMENT OF CLAIMS (SEP 1999)
Because this is a requirements or indefinite quantity contract under which more than one agency may place orders, paragraph (a) of the Assignment of Claims clause (FAR 52.232-23) is inapplicable and the following is substituted therefor:

In order to prevent confusion and delay in making payment, the Contractor shall not assign any claim(s) for amounts due or to become due under this contract. However, the Contractor is permitted to assign separately to a bank, trust company, or other financial institution, including any Federal lending agency, under the provisions of the Assignment of Claims Act, as amended, 31 U.S.C. 3727, 41 U.S.C. 15 (hereinafter referred to as "the Act"), all amounts due or to become due under any order amounting to $1,000 or more issued by any Government agency under this contract. Any such assignment takes effect only if and when the assignee files written notice of the assignment together with a true copy of the instrument of assignment with the contracting officer issuing the order and the finance office designated in the order to make payment. Unless otherwise stated in the order, payments to an assignee of any amounts due or to become due under any order assigned may, to the extent specified in the Act, be subject to reduction or set-off.

52.223-7 NOTICE OF RADIOACTIVE MATERIALS (JAN 1997)
(a) The Contractor shall notify the Contracting Officer or designee, in writing, To be determined at the task order level days prior to the delivery of, or prior to completion of any servicing required by this contract of, items containing either (1) radioactive material requiring specific licensing under the regulations issued pursuant to the Atomic Energy Act of 1954, as amended, as set forth in Title 10 of the Code of Federal Regulations, in effect on the date of this contract, or (2) other radioactive material not requiring specific licensing in which the specific activity is greater than 0.002 microcuries per gram or the activity per item equals or exceeds 0.01 microcuries. Such notice shall specify the part or parts of the items which contain radioactive materials, a description of the materials, the name and activity of the isotope, the manufacturer of the materials, and any other information known to the Contractor which will put users of the items on notice as to the hazards involved (OMB No. 9000-0107). (b) If there has been no change affecting the quantity of activity, or the characteristics and composition of the radioactive material from deliveries under this contract or prior contracts, the Contractor may request that the Contracting Officer or designee waive the notice requirement in paragraph (a) of this clause. Any such request shall—
(1) Be submitted in writing;
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(2) State that the quantity of activity, characteristics, and composition of the radioactive material have not changed; and
(3) Cite the contract number on which the prior notification was submitted and the contracting office to which it was submitted.
(c) All items, parts, or subassemblies which contain radioactive materials in which the specific activity is greater than 0.002 microcuries per gram or activity per item equals or exceeds 0.01 microcuries, and all containers in which such items, parts or subassemblies are delivered to the Government shall be clearly marked and labeled as required by the latest revision of MIL-STD 129 in effect on the date of the contract.
(d) This clause, including this paragraph (d), shall be inserted in all subcontracts for radioactive materials meeting the criteria in paragraph (a) of this clause.

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)
This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

For contract clauses which are contained in the Federal Acquisition Regulation (FAR) the address is http://acquisition.gov/far/.

Number Title Clause/Provision

52.202-1 DEFINITIONS (JUN 2020) Clause

52.203-17 CONTRACTOR EMPLOYEE

WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM

EMPLOYEES OF WHISTLEBLOWER
RIGHTS (NOV 2023)
Clause

52.203-3 GRATUITIES (APR 1984) Clause

52.204-13 SYSTEM FOR AWARD MANAGEMENT
MAINTENANCE (OCT 2018)
Clause

52.204-19 INCORPORATION BY REFERENCE

OF REPRESENTATIONS AND
CERTIFICATIONS (DEC 2014)
Clause

52.204-7 SYSTEM FOR AWARD MANAGEMENT
(NOV 2024)
Clause

52.204-9 PERSONAL IDENTITY VERIFICATION

OF CONTRACTOR PERSONNEL (JAN
2011)
Clause

52.208-9 CONTRACTOR USE OF MANDATORY

SOURCES OF SUPPLY OR SERVICES
(MAY 2014)
Clause

52.209-10 PROHIBITION ON CONTRACTING

WITH INVERTED DOMESTIC
CORPORATIONS (NOV 2015)
Clause

52.215-21 REQUIREMENTS FOR CERTIFIED

COST OR PRICING DATA AND DATA
Clause
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OTHER THAN CERTIFIED COST OR

PRICING DATA - MODIFICATIONS
(NOV 2021) (ALTERNATE IV - OCT
2010)

52.216-18 ORDERING (AUG 2020) Clause

52.216-19 ORDER LIMITATIONS (OCT 1995) Clause

52.216-22 INDEFINITE QUANTITY (OCT 1995) Clause

52.217-8 OPTION TO EXTEND SERVICES (NOV
1999)
Clause

52.222-1 NOTICE TO THE GOVERNMENT OF
LABOR DISPUTES (FEB 1997)
Clause

52.222-49 SERVICE CONTRACT LABOR

STANDARDS - PLACE OF

PERFORMANCE UNKNOWN (MAY
2014)
Clause

52.223-10 WASTE REDUCTION PROGRAM (MAY
2024) (DEVIATION FEB 2025)
Clause

52.223-2 REPORTING OF BIOBASED

PRODUCTS UNDER SERVICE AND

CONSTRUCTION CONTRACTS (MAY
2024) (DEVIATION FEB 2025)
Clause

52.223-5 POLLUTION PREVENTION AND

RIGHT-TO-KNOW INFORMATION (MAY
2024)
Clause

52.224-1 PRIVACY ACT NOTIFICATION (APR
1984)
Clause

52.224-2 PRIVACY ACT (APR 1984) Clause

52.224-3 PRIVACY TRAINING (JAN 2017) Clause

52.226-8 ENCOURAGING CONTRACTOR

POLICIES TO BAN TEXT MESSAGING
WHILE DRIVING (MAY 2024)
Clause

52.227-14 RIGHTS IN DATA - GENERAL (MAY
2014)
Clause

52.232-17 INTEREST (MAY 2014) (DEVIATION I -
MAY 2003)
Clause

52.232-36 PAYMENT BY THIRD PARTY (MAY
2014)
Clause

52.232-37 MULTIPLE PAYMENT
ARRANGEMENTS (MAY 1999)
Clause

52.233-1 DISPUTES (MAY 2014) Clause

52.237-2 PROTECTION OF GOVERNMENT

BUILDINGS, EQUIPMENT, AND
VEGETATION (APR 1984)
Clause

52.237-3 CONTINUITY OF SERVICES (JAN
1991)
Clause

52.242-13 BANKRUPTCY (JUL 1995) Clause

52.242-15 STOP-WORK ORDER (AUG 1989) Clause

52.242-5 PAYMENTS TO SMALL BUSINESS Clause
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SUBCONTRACTORS (JAN 2017)

52.245-1 GOVERNMENT PROPERTY (SEP
2021)
Clause

52.245-9 USE AND CHARGES (APR 2012) Clause

52.246-4 INSPECTION OF SERVICES -
FIXED-PRICE (AUG 1996) (DEVIATION
I - MAY 2003)
Clause

52.247-32 F.O.B. ORIGIN, FREIGHT PREPAID
(FEB 2006)
Clause

52.247-34 F.O.B. DESTINATION (NOV 1991) Clause

52.247-38 F.O.B. INLAND CARRIER, POINT OF
EXPORTATION (FEB 2006)
Clause

52.247-39 F.O.B. INLAND POINT, COUNTRY OF
IMPORTATION (APR 1984)
Clause

52.247-65 F.O.B. ORIGIN, PREPAID FREIGHT -

SMALL PACKAGE SHIPMENTS (JAN
1991)
Clause

52.251-1 GOVERNMENT SUPPLY SOURCES
(APR 2012)
Clause
552.211-73 MARKING (FEB 1996) Clause
552.211-75 PRESERVATION, PACKAGING, AND
PACKING (FEB 1996) (ALTERNATE I -
MAY 2003)
Clause
552.211-77 PACKING LIST (FEB 1996)
(ALTERNATE I - MAY 2003)
Clause
552.211-89 NON-MANUFACTURED WOOD

PACKAGING MATERIAL FOR EXPORT
(JUL 2016)
Clause
552.229-71 FEDERAL EXCISE TAX - C
GOVERNMENT (SEP 1999)
Clause
552.252-6 AUTHORIZED DEVIATIONS IN
CLAUSES (NOV 2021) (DEVIATION
FAR 52.252-6)
Clause

52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)
The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within by written notice to the Contractor within 30 calendar days before the contract expiration date..

52.246-4 INSPECTION OF SERVICES—FIXED-PRICE (AUG 1996)
(DEVIATION - MAY 2003)
(a) Definition: "Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services. (b) The Contractor shall provide and maintain an inspection system acceptable to the ordering activity covering the services under this contract. Complete records of all inspection work performed by the Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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Contractor shall be maintained and made available to the ordering activity during contract performance and for as long afterwards as the contract requires.
(c) The ordering activity has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The ordering activity shall perform inspections and tests in a manner that will not unduly delay the work. (d) If the ordering activity performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.
(e) If any of the services do not conform with contract requirements, the ordering activity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the ordering activity may—
(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and
(2) Reduce the contract price to reflect the reduced value of the services performed. (f) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the ordering activity may-- (1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the ordering activity that is directly related to the performance of such service; or (2) Terminate the contract for default.
552.216-70 ECONOMIC PRICE ADJUSTMENT – FSS MULTIPLE
AWARD SCHEDULE CONTRACTS (SEP 1999) (ALTERNATE I –
SEP 1999)
Price adjustments include price increases and price decreases. Adjustments will be considered as follows:
(a) Contractors shall submit price decreases anytime during the contract period in which they occur.

Price decreases will be handled in accordance with the provisions of the Price Reductions clause. (b) Contractors may request price increases to be effective on or after the first 12 months of the contract period providing all of the following conditions are met:
(1) Increases resulting from a reissue or other modification of the Contractor's commercial catalog/price list that was used as the basis for the contract award. (2) No more than three increases will be considered during each succeeding 12-month period of the contract. (For succeeding contract periods of less than 12 months, up to three increases will be considered subject to the other conditions of this subparagraph (b)). (3) Increases are requested before the last 60 days of the contract period. (4) At least 30 days elapse between requested increases. (c) In any contract period during which price increases will be considered, the aggregate of the increases during any 12-month period shall not exceed SEE CLAUSE NOTE percent of the contract unit price in effect at the end of the preceding 12-month period. The Government reserves the right to Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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raise the ceiling when market conditions during the contract period support such a change. (d) The following material shall be submitted with the request for a price increase:
(1) A copy of the commercial catalog/price list showing the price increase and the effective date for commercial customers.
(2) Commercial Sales Practices Format regarding the Contractor's commercial pricing practice relating to the reissued or modified catalog/price list, or a certification that no change has occurred in the data since completion of the initial negotiation or a subsequent submission. (3) Documentation supporting the reasonableness of the price increase. (e) The Government reserves the right to exercise one of the following options:
(1) Accept the Contractor's price increases as requested when all conditions of (b), (c), and (d) of this clause are satisfied;
(2) Negotiate more favorable discounts from the new commercial prices when the total increase requested is not supported; or,
(3) Remove the product(s) from contract involved pursuant to the Cancellation clause of this contract, when the increase requested is not supported. (f) The increased contract prices shall apply to delivery orders issued to the Contractor on or after the effective date of the contract modification.

Note: Regulation 552.216-70
The EPA Ceiling Limit for this clause is hereby established as 4% for the Human Capital Category, 5% for the Professional Services Category, 5% for the Travel Category and 10% for all other Large Categories.

NOTE: This clause does not apply to contracts participating in the Transactional Data Reporting (TDR) Pilot. Please refer to clause 552.216-70 Deviation II.

52.223-9 ESTIMATE OF PERCENTAGE OF RECOVERED

MATERIAL CONTENT FOR EPA-DESIGNATED ITEMS
(MAY 2008)
(a) Definitions. As used in this clause#
Postconsumer material means a material or finished product that has served its intended use and has been discarded for disposal or recovery, having completed its life as a consumer item.

Postconsumer material is a part of the broader category of “recovered material.” Recovered material means waste materials and by-products recovered or diverted from solid waste, but the term does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process.
(b) The Contractor, on completion of this contract, shall# (1) Estimate the percentage of the total recovered material content for EPA-designated item(s) delivered and/or used in contract performance, including, if applicable, the percentage of Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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post-consumer material content; and
(2) Submit this estimate to X.
552.246-78 INSPECTION AT DESTINATION (JUL 2009)
Inspection of all purchases under this contract will be made at destination by an authorized Government representative.

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT
(MAR 2000)
(a) The Government may extend the term of this contract by written notice to the Contractor within To be determined at the task order level; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least To be determined at the task order level days before the contract expires. The preliminary notice does not commit the Government to an extension. (b) If the Government exercises this option, the extended contract shall be considered to include this option clause.
(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed To be determined at the task order level (months) (years).

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE
NATIONAL LABOR RELATIONS ACT (DEC 2010)
(a) During the term of this contract, the Contractor shall post an employee notice, of such size and in such form, and containing such content as prescribed by the Secretary of Labor, in conspicuous places in and about its plants and offices where employees covered by the National Labor Relations Act engage in activities relating to the performance of the contract, including all places where notices to employees are customarily posted both physically and electronically, in the languages employees speak, in accordance with 29 CFR 471.2(d) and (f).
(1) Physical posting of the employee notice shall be in conspicuous places in and about the Contractor’s plants and offices so that the notice is prominent and readily seen by employees who are covered by the National Labor Relations Act and engage in activities related to the performance of the contract.
(2) If the Contractor customarily posts notices to employees electronically, then the Contractor shall also post the required notice electronically by displaying prominently, on any Web site that is maintained by the Contractor and is customarily used for notices to employees about terms and conditions of employment, a link to the Department of Labor’s Web site that contains the full text of the poster. The link to the Department’s Web site, as referenced in (b)(3) of this section, must read, “Important Notice about Employee Rights to Organize and Bargain Collectively with Their Employers.”
(b) This required employee notice, printed by the Department of Labor, may be — (1) Obtained from the Division of Interpretations and Standards, Office of Labor-Management Standards, U.S. Department of Labor, 200 Constitution Avenue, NW., Room N-5609, Washington, DC 20210, (202) 693-0123, or from any field office of the Office of Labor-Management Standards or Office of Federal Contract Compliance Programs; (2) Provided by the Federal contracting agency if requested; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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(3) Downloaded from the Office of Labor- Management Standards Web site at http://www.dol.gov/olms/regs/compliance/EO13496.htm; or (4) Reproduced and used as exact duplicate copies of the Department of Labor’s official poster. (c) The required text of the employee notice referred to in this clause is located at Appendix A, Subpart A, 29 CFR Part 471.
(d) The Contractor shall comply with all provisions of the employee notice and related rules, regulations, and orders of the Secretary of Labor.
(e) In the event that the Contractor does not comply with the requirements set forth in paragraphs (a) through (d) of this clause, this contract may be terminated or suspended in whole or in part, and the Contractor may be suspended or debarred in accordance with 29 CFR 471.14 and subpart 9.4. Such other sanctions or remedies may be imposed as are provided by 29 CFR part 471, which implements Executive Order 13496 or as otherwise provided by law.
(f) Subcontracts.
(1) The Contractor shall include the substance of this clause, including this paragraph (f), in every subcontract that exceeds $10,000 and will be performed wholly or partially in the United States, unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to section 3 of Executive Order 13496 of January 30, 2009, so that such provisions will be binding upon each subcontractor.
(2) The Contractor shall not procure supplies or services in a way designed to avoid the applicability of Executive Order 13496 or this clause.
(3) The Contractor shall take such action with respect to any such subcontract as may be directed by the Secretary of Labor as a means of enforcing such provisions, including the imposition of sanctions for noncompliance.
(4) However, if the Contractor becomes involved in litigation with a subcontractor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretary of Labor, to enter into such litigation to protect the interests of the United States.

52.204-9 PERSONAL IDENTITY VERIFICATION OF
CONTRACTOR PERSONNEL (JAN 2011)
(a) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24, and Federal Information Processing Standards Publication (FIPS PUB) Number 201.
(b) The Contractor shall account for all forms of Government-provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government:
(1) When no longer needed for contract performance.
(2) Upon completion of the Contractor employee’s employment. (3) Upon contract completion or termination.
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with these requirements.
(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts when the subcontractor‘s employees are required to have routine physical access to a Federally controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer.

52.251-1 GOVERNMENT SUPPLY SOURCES (APR 2012)
The Contracting Officer may issue the Contractor an authorization to use Government supply sources in the performance of this contract. Title to all property acquired by the Contractor under such an authorization shall vest in the Government unless otherwise specified in the contract. The provisions of the clause at FAR

52.245-1, Government Property, apply to all property acquired under such authorization.

52.245-9 USE AND CHARGES (APR 2012)
(a) Definitions. Definitions applicable to this contract are provided in the clause at 52.245-1, Government Property. Additional definitions as used in this clause include:
“Rental period” means the calendar period during which Government property is made available for nongovernmental purposes.
“Rental time” means the number of hours, to the nearest whole hour, rented property is actually used for nongovernmental purposes. It includes time to set up the property for such purposes, perform required maintenance, and restore the property to its condition prior to rental (less normal wear and tear).
(b) Use of Government property. The Contractor may use the Government property without charge in the performance of —
(1) Contracts with the Government that specifically authorize such use without charge; (2) Subcontracts of any tier under Government prime contracts if the Contracting Officer having cognizance of the prime contract —
(i) Approves a subcontract specifically authorizing such use; or (ii) Otherwise authorizes such use in writing; and
(3) Other work, if the Contracting Officer specifically authorizes in writing use without charge for such work.
(c) Rental. If granted written permission by the Contracting Officer, or if it is specifically provided for in the Schedule, the Contractor may use the Government property (except material) for a rental fee for work other than that provided in paragraph (b) of this clause. Authorizing such use of the Government property does not waive any rights of the Government to terminate the Contractor’s right to use the Government property. The rental fee shall be determined in accordance with the following paragraphs. (d) General.
(1) Rental requests shall be submitted to the Administrative Contracting Officer (ACO), identify the property for which rental is requested, propose a rental period, and compute an estimated rental charge by using the Contractor’s best estimate of rental time in the formulae described in paragraph (e) of this clause.

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(2) The Contractor shall not use Government property for nongovernmental purposes, including Independent Research and Development, until a rental charge for real property, or estimated rental charge for other property, is agreed upon. Rented property shall be used only on a non-interference basis.
(e) Rental charge.—
(1) Real property and associated fixtures.
(i) The Contractor shall obtain, at its expense, a property appraisal from an independent licensed, accredited, or certified appraiser that computes a monthly, daily, or hourly rental rate for comparable commercial property. The appraisal may be used to compute rentals under this clause throughout its effective period or, if an effective period is not stated in the appraisal, for one year following the date the appraisal was performed. The Contractor shall submit the appraisal to the ACO at least 30 days prior to the date the property is needed for nongovernmental use. Except as provided in paragraph (e)(1)(iii) of this clause, the ACO shall use the appraisal rental rate to determine a reasonable rental charge.
(ii) Rental charges shall be determined by multiplying the rental time by the appraisal rental rate expressed as a rate per hour. Monthly or daily appraisal rental rates shall be divided by 720 or 24, respectively, to determine an hourly rental rate. (iii) When the ACO believes the appraisal rental rate is unreasonable, the ACO shall promptly notify the Contractor. The parties may agree on an alternative means for computing a reasonable rental charge.
(iv) The Contractor shall obtain, at its expense, additional property appraisals in the same manner as provided in paragraph (e)(1)(i) if the effective period has expired and the Contractor desires the continued use of property for nongovernmental use. The Contractor may obtain additional appraisals within the effective period of the current appraisal if the market prices decrease substantially.
(2) Other Government property. The Contractor may elect to compute the rental charge using the appraisal method described in paragraph (e)(1) of this clause subject to the constraints therein or the following formula in which rental time shall be expressed in increments of not less than one hour with portions of hours rounded to the next higher hour: The hourly rental charge is calculated by multiplying 2 percent of the acquisition cost by the hours of rental time, and dividing by 720.
(3) Alternative methodology. The Contractor may request consideration of an alternative basis for computing the rental charge if it considers the monthly rental rate or a time-based rental unreasonable or impractical.
(f) Rental payments.
(1) Rent is due 60 days following completion of the rental period or as otherwise specified in the contract. The Contractor shall compute the rental due, and furnish records or other supporting data in sufficient detail to permit the ACO to verify the rental time and computation. Payment shall be made by check payable to the Treasurer of the United States and sent to the contract administration office identified in this contract, unless otherwise specified by the Contracting Officer.
(2) Interest will be charged if payment is not made by the date specified in paragraph (f)(1) of this clause. Interest will accrue at the “Renegotiation Board Interest Rate” (published in the Federal Register semiannually on or about January 1st and July 1st) for the period in which the rent is due.

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(3) The Government’s acceptance of any rental payment under this clause, in whole or in part, shall not be construed as a waiver or relinquishment of any rights it may have against the Contractor stemming from the Contractor’s unauthorized use of Government property or any other failure to perform this contract according to its terms. (g) Use revocation. At any time during the rental period, the Government may revoke nongovernmental use authorization and require the Contractor, at the Contractor’s expense, to return the property to the Government, restore the property to its pre-rental condition (less normal wear and tear), or both. (h) Unauthorized use. The unauthorized use of Government property can subject a person to fines, imprisonment, or both, under 18 U.S.C. 641.

52.216-19 ORDER LIMITATIONS (OCT 1995)
(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than TBD [insert dollar figure or quantity], the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract. (b) Maximum order. The Contractor is not obligated to honor — (1) Any order for a single item in excess of See SIN Specific Information [insert dollar figure or quantity];
(2) Any order for a combination of items in excess of See SIN Specific Information [insert dollar figure or quantity]; or
(3) A series of orders from the same ordering office within TBD days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section. (c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.
(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within TBD days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

Note: Regulation 52.216-19
"Due to a system limitation, a Maximum Order value of $250,000 has been identified for the Order-Level Materials SIN. However, as Order-Level Materials are only acquired in direct support of an individual task or delivery order, the contractor's right to decline an order as outlined in FAR 52.216-19 Order Limitations paragraph (b) Maximum Order shall be based on the SINs that are the primary basis or purpose of the order, not the Maximum Order value associated with the Order-Level Materials SIN.

Additionally, Ordering agencies are reminded that the Maximum Order value identified for a Schedule SIN does not limit the value of an individual task or delivery order. Ordering limitations and procedures applicable to task or delivery orders inclusive of Order-Level Materials are outlined in GSAR 552.238-115, Special Ordering Procedures for the Acquisition of Order-Level Materials."
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52.208-9 CONTRACTOR USE OF MANDATORY SOURCES OF
SUPPLY OR SERVICES (MAY 2014)
(a) Certain supplies or services to be provided under this contract for use by the Government are required by law to be obtained from the Committee for Purchase from People Who Are Blind or Severely Disabled (the Committee) under the 41 U.S.C. 8504. Additionally, certain of these supplies are available from the Defense Logistics Agency (DLA), the General Services Administration (GSA), or the Department of Veterans Affairs (VA). The Contractor shall obtain mandatory supplies or services to be provided for Government use under this contract from the specific sources indicated in the contract schedule.
(b) The Contractor shall immediately notify the Contracting Officer if a mandatory source is unable to provide the supplies or services by the time required, or if the quality of supplies or services provided by the mandatory source is unsatisfactory. The Contractor shall not purchase the supplies or services from other sources until the Contracting Officer has notified the Contractor that the Committee or an AbilityOne central nonprofit agency has authorized purchase from other sources. (c) Price and delivery information for the mandatory supplies is available from the Contracting Officer for the supplies obtained through the DLA/GSA/VA distribution facilities. For mandatory supplies or services that are not available from DLA/GSA/VA, price and delivery information is available from the appropriate central nonprofit agency. Payments shall be made directly to the source making delivery.

Points of contact for AbilityOne central nonprofit agencies are:
(1) National Industries for the Blind
1310 Braddock Place
Alexandria, VA 22314-1691
(703) 310-0500
(2) NISH
8401 Old Courthouse Road
Vienna, VA 22182
(571) 226-4660

52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL
HIRES (MAY 2014)
In compliance with the Service Contract Labor Standards statute and the regulations of the Secretary of Labor (29 CFR part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C. 5341 or 5332.

This Statement is for Information Only: It Is Not a Wage Determination Employee Class Monetary Wage – Fringe Benefits
To be determined at the task order level To be determined at the task order level To be determined at the task order level To be determined at the task order level To be determined at the task order level To be determined at the task order level Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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52.222-49 SERVICE CONTRACT LABOR STANDARDS — PLACE
OF PERFORMANCE UNKNOWN (MAY 2014)
(a) This contract is subject to the Service Contract Labor Standards statute, and the place of performance was unknown when the solicitation was issued. In addition to places or areas identified in wage determinations, if any, attached to the solicitation, wage determinations have also been requested for the following: To be determined at the task order level (insert places or areas). The Contracting Officer will request wage determinations for additional places or areas of performance if asked to do so in writing by To be determined at the task order level (insert time and date). (b) Offerors who intend to perform in a place or area of performance for which a wage determination has not been attached or requested may nevertheless submit bids or proposals. However, a wage determination shall be requested and incorporated in the resultant contract retroactive to the date of contract award, and there shall be no adjustment in the contract price.

52.222-51 EXEMPTION FROM APPLICATION OF THE SERVICE

CONTRACT LABOR STANDARDS TO CONTRACTS FOR

MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN
EQUIPMENT--REQUIREMENTS (MAY 2014)
(a) The items of equipment to be serviced under this contract are used regularly for other than Government purposes, and are sold or traded by the Contractor in substantial quantities to the general public in the course of normal business operations.
(b) The services shall be furnished at prices which are, or are based on, established catalog or market prices for the maintenance, calibration, or repair of equipment. (1) An "established catalog price" is a price included in a catalog, price list, schedule, or other form that is regularly maintained by the manufacturer or the Contractor, is either published or otherwise available for inspection by customers, and states prices at which sales currently, or were last, made to a significant number of buyers constituting the general public. (2) An "established market price" is a current price, established in the usual course of trade between buyers and sellers free to bargain, which can be substantiated from sources independent of the manufacturer or Contractor.
(c) The compensation (wage and fringe benefits) plan for all service employees performing work under the contract shall be the same as that used for these employees and for equivalent employees servicing the same equipment of commercial customers.
(d) The Contractor is responsible for compliance with all the conditions of this exemption by its subcontractors. The Contractor shall determine the applicability of this exemption to any subcontract on or before subcontract award. In making a judgment that the exemption applies, the Contractor shall consider all factors and make an affirmative determination that all of the conditions in paragraphs (a) through (c) of this clause will be met.
(e) If the Department of Labor determines that any conditions for exemption in paragraphs (a) through (c) of this clause have not been met, the exemption shall be deemed inapplicable, and the contract shall become subject to the Service Contract Labor Standards statute. In such case, the procedures at 29 CFR

4.123(e)(1)(iv) and 29 CFR 4.5(c) will be followed
(f) The Contractor shall include the substance of this clause, including this paragraph (f), in subcontracts for exempt services under this contract.

52.222-53 EXEMPTION FROM APPLICATION OF THE SERVICE

CONTRACT LABOR STANDARDS TO CONTRACTS FOR
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CERTAIN SERVICES--REQUIREMENTS (MAY 2014)
(a) The services under this contract are offered and sold regularly to non-Governmental customers, and are provided by the Contractor to the general public in substantial quantities in the course of normal business operations.
(b) The contract services are furnished at prices that are, or are based on, established catalog or market prices. An "established catalog price" is a price included in a catalog, price list, schedule, or other form that is regularly maintained by the manufacturer or the Contractor, is either published or otherwise available for inspection by customers, and states prices at which sales currently, or were last, made to a significant number of buyers constituting the general public. An "established market price" is a current price, established in the usual course of ordinary and usual trade between buyers and sellers free to bargain, which can be substantiated from sources independent of the manufacturer or Contractor. (c) Each service employee who will perform the services under the contract will spend only a small portion of his or her time (a monthly average of less than 20 percent of the available hours on an annualized basis, or less than 20 percent of available hours during the contract period if the contract period is less than a month) servicing the Government contract. (d) The Contractor uses the same compensation (wage and fringe benefits) plan for all service employees performing work under the contract as the Contractor uses for these employees and for equivalent employees servicing commercial customers.
(e) (1) Except for services identified in FAR 22.1003-4(d)(1)(iv), the subcontractor for exempt services shall be selected for award based on other factors in addition to price or cost with the combination of other factors at least as important as price or cost; or (2) A subcontract for exempt services shall be awarded on a sole source basis. (f) The Contractor is responsible for compliance with all the conditions of this exemption by its subcontractors. The Contractor shall determine in advance, based on the nature of the subcontract requirements and knowledge of the practices of likely subcontractors, that all or nearly all likely subcontractors will meet the conditions in paragraphs (a) through (d) of this clause. If the services are currently being performed under a subcontract, the Contractor shall consider the practices of the existing subcontractor in making a determination regarding the conditions in paragraphs (a) through (d) of this clause. If the Contractor has reason to doubt the validity of the certification, the requirements of the Service Contract Labor Standards statute shall be included in the subcontract. (g) If the Department of Labor determines that any conditions for exemption at paragraphs (a) through (e) of this clause have not been met, the exemption shall be deemed inapplicable, and the contract shall become subject to the Service Contract Labor Standards statute. In such case, the procedures in at 29 CFR 4.123(e)(2)(iii) and 29 CFR 4.5(c) will be followed. (h) The Contractor shall include the substance of this clause, including this paragraph (h), in subcontracts for exempt services under this contract.

52.227-14 RIGHTS IN DATA--GENERAL (MAY 2014)
(a) Definitions. As used in this clause –
“Computer database” or “database” means a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software.
“Computer software” –
(1) Means
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(i) Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations; and (ii) Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled.
(2) Does not include computer databases or computer software documentation. “Computer software documentation” means owner's manuals, user's manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software. “Data” means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.
“Form, fit, and function data” means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating and attachment characteristics, functional characteristics, and performance requirements. For computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software.
“Limited rights” means the rights of the Government in limited rights data as set forth in the Limited Rights Notice of paragraph (g)(3) if included in this clause. “Limited rights data” means data, other than computer software, that embody trade secrets or are commercial or financial and confidential or privileged, to the extent that such data pertain to items, components, or processes developed at private expense, including minor modifications. “Restricted computer software” means computer software developed at private expense and that is a trade secret, is commercial or financial and confidential or privileged, or is copyrighted computer software, including minor modifications of the computer software. “Restricted rights” as used in this clause, means the rights of the Government in restricted computer software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as otherwise may be provided in a collateral agreement incorporated in and made part of this contract, including minor modifications of such computer software. “Technical data” means recorded information (regardless of the form or method of the recording) of a scientific or technical nature (including computer databases and computer software documentation).

This term does not include computer software or financial, administrative, cost or pricing, or management data or other information incidental to contract administration. The term includes recorded information of a scientific or technical nature that is included in computer databases (See 41 U.S.C. 116).
“Unlimited rights” means the rights of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.
(b) Allocation of rights.
(1) Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights in--
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(i) Data first produced in the performance of this contract; (ii) Form, fit, and function data delivered under this contract; (iii) Data delivered under this contract (except for restricted computer software) that constitute manuals or instructional and training material for installation, operation, or routine maintenance and repair of items, components, or processes delivered or furnished for use under this contract; and
(iv) All other data delivered under this contract unless provided otherwise for limited rights data or restricted computer software in accordance with paragraph (g) of this clause.
(2) The Contractor shall have the right to--
(i) Assert copyright in data first produced in the performance of this contract to the extent provided in paragraph (c)(1) of this clause;
(ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, unless provided otherwise in paragraph (d) of this clause;
(iii) Substantiate the use of, add, or correct limited rights, restricted rights, or copyright notices and to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and
(iv) Protect from unauthorized disclosure and use those data that are limited rights data or restricted computer software to the extent provided in paragraph (g) of this clause. (c) Copyright--
(1) Data first produced in the performance of this contract. (i) Unless provided otherwise in paragraph (d) of this clause, the Contractor may, without prior approval of the Contracting Officer, assert copyright in scientific and technical articles based on or containing data first produced in the performance of this contract and published in academic, technical or professional journals, symposia proceedings, or similar works. The prior, express written permission of the Contracting Officer is required to assert copyright in all other data first produced in the performance of this contract.
(ii) When authorized to assert copyright to the data, the Contractor shall affix the applicable copyright notices of 17 U.S.C. 401 or 402, and an acknowledgment of Government sponsorship (including contract number).
(iii) For data other than computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted data to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly by or on behalf of the Government. For computer software, the Contractor grants to the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted computer software to reproduce, prepare derivative works, and perform publicly and display publicly (but not to distribute copies to the public) by or on behalf of the Government.
(2) Data not first produced in the performance of this contract. The Contractor shall not, without the prior written permission of the Contracting Officer, incorporate in data delivered under this contract any data not first produced in the performance of this contract unless the Contractor-- Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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(i) Identifies the data; and
(ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set forth in paragraph (c)(1) of this clause or, if such data are restricted computer software, the Government shall acquire a copyright license as set forth in paragraph (g)(4) of this clause (if included in this contract) or as otherwise provided in a collateral agreement incorporated in or made part of this contract.
(3) Removal of copyright notices. The Government will not remove any authorized copyright notices placed on data pursuant to this paragraph (c), and will include such notices on all reproductions of the data.
(d) Release, publication, and use of data. The Contractor shall have the right to use, release to others, reproduce, distribute, or publish any data first produced or specifically used by the Contractor in the performance of this contract, except--
(1) As prohibited by Federal law or regulation (e.g., export control or national security laws or regulations);
(2) As expressly set forth in this contract; or
(3) If the Contractor receives or is given access to data necessary for the performance of this contract that contain restrictive markings, the Contractor shall treat the data in accordance with such markings unless specifically authorized otherwise in writing by the Contracting Officer. (e) Unauthorized marking of data.
(1) Notwithstanding any other provisions of this contract concerning inspection or acceptance, if any data delivered under this contract are marked with the notices specified in paragraph (g) (3) or (g) (4) if included in this clause, and use of the notices is not authorized by this clause, or if the data bears any other restrictive or limiting markings not authorized by this contract, the Contracting Officer may at any time either return the data to the Contractor, or cancel or ignore the markings. However, pursuant to 41 U.S.C. 4703, the following procedures shall apply prior to canceling or ignoring the markings.
(i) The Contracting Officer will make written inquiry to the Contractor affording the Contractor 60 days from receipt of the inquiry to provide written justification to substantiate the propriety of the markings;
(ii) If the Contractor fails to respond or fails to provide written justification to substantiate the propriety of the markings within the 60-day period (or a longer time approved in writing by the Contracting Officer for good cause shown), the Government shall have the right to cancel or ignore the markings at any time after said period and the data will no longer be made subject to any disclosure prohibitions.
(iii) If the Contractor provides written justification to substantiate the propriety of the markings within the period set in paragraph (e)(1)(i) of this clause, the Contracting Officer will consider such written justification and determine whether or not the markings are to be cancelled or ignored. If the Contracting Officer determines that the markings are authorized, the Contractor will be so notified in writing. If the Contracting Officer determines, with concurrence of the head of the contracting activity, that the markings are not authorized, the Contracting Officer will furnish the Contractor a written determination, which determination will become the final agency decision regarding the appropriateness of the markings unless the Contractor files suit in a court of competent jurisdiction within 90 days of receipt of the Contracting Officer's decision. The Government will continue to abide by the markings under this paragraph (e)(1)(iii) until final resolution of the matter either by the Contracting Officer's determination becoming final (in which instance the Government will thereafter have the right to cancel or ignore Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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the markings at any time and the data will no longer be made subject to any disclosure prohibitions), or by final disposition of the matter by court decision if suit is filed. (2) The time limits in the procedures set forth in paragraph (e)(1) of this clause may be modified in accordance with agency regulations implementing the Freedom of Information Act (5 U.S.C. 552) if necessary to respond to a request thereunder.
(3) Except to the extent the Government's action occurs as the result of final disposition of the matter by a court of competent jurisdiction, the Contractor is not precluded by paragraph (e) of the clause from bringing a claim, in accordance with the Disputes clause of this contract, that may arise as the result of the Government removing or ignoring authorized markings on data delivered under this contract.
(f) Omitted or incorrect markings.
(1) Data delivered to the Government without any restrictive markings shall be deemed to have been furnished with unlimited rights. The Government is not liable for the disclosure, use, or reproduction of such data.
(2) If the unmarked data has not been disclosed without restriction outside the Government, the Contractor may request, within 6 months (or a longer time approved by the Contracting Officer in writing for good cause shown) after delivery of the data, permission to have authorized notices placed on the data at the Contractor's expense. The Contracting Officer may agree to do so if the Contractor--
(i) Identifies the data to which the omitted notice is to be applied; (ii) Demonstrates that the omission of the notice was inadvertent; (iii) Establishes that the proposed notice is authorized; and (iv) Acknowledges that the Government has no liability for the disclosure, use, or reproduction of any data made prior to the addition of the notice or resulting from the omission of the notice.
(3) If data has been marked with an incorrect notice, the Contracting Officer may-- (i) Permit correction of the notice at the Contractor's expense if the Contractor identifies the data and demonstrates that the correct notice is authorized; or (ii) Correct any incorrect notices.
(g) Protection of limited rights data and restricted computer software. (1) The Contractor may withhold from delivery qualifying limited rights data or restricted computer software that are not data identified in paragraphs (b)(1)(i), (ii), and (iii) of this clause.

As a condition to this withholding, the Contractor shall-- (i) Identify the data being withheld; and
(ii) Furnish form, fit, and function data instead.
(2) Limited rights data that are formatted as a computer database for delivery to the Government shall be treated as limited rights data and not restricted computer software. (3) [Reserved]
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(h) Subcontracting. The Contractor shall obtain from its subcontractors all data and rights therein necessary to fulfill the Contractor's obligations to the Government under this contract. If a subcontractor refuses to accept terms affording the Government those rights, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer. (i) Relationship to patents or other rights. Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government.

52.232-17 INTEREST (MAY 2014) (DEVIATION – MAY 2003)
(a) Except as otherwise provided in this contract under a Price Reduction for Defective Certified Cost or Pricing Data clause or a Cost Accounting Standards clause, all amounts that become payable by the Contractor to the ordering activity under this contract (net of any applicable tax credit under the Internal Revenue Code (26 U.S.C. 1481)) shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in paragraph (b) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid. (b) Amounts shall be due at the earliest of the following dates:
(1) The date fixed under this contract.
(2) The date of the first written demand for payment consistent with this contract, including any demand resulting from a default termination.
(3) The date the ordering activity transmits to the Contractor a proposed supplemental agreement to confirm completed negotiations establishing the amount of debt. (4) If this contract provides for revision of prices, the date of written notice to the Contractor stating the amount of refund payable in connection with a pricing proposal or a negotiated pricing agreement not confirmed by contract modification.
(c) The interest charge made under this clause may be reduced under the procedures prescribed in

32.614-2 of the Federal Acquisition Regulation in effect on the date of this contract.

52.232-36 PAYMENT BY THIRD PARTY (MAY 2014)
(a) General.
(1) Except as provided in paragraph (a)(2) of this clause, the Contractor agrees to accept payments due under this contract, through payment by a third party in lieu of payment directly from the Government, in accordance with the terms of this clause. The third party and, if applicable, the particular Governmentwide commercial purchase card to be used are identified elsewhere in this contract.
(2) The Governmentwide commercial purchase card is not authorized as a method of payment during any period the System for Award Management (SAM) indicates that the Contractor has delinquent debt that is subject to collection under the Treasury Offset Program (TOP).

Information on TOP is available at http://fms.treas.gov/debt/ index.html. If the SAM subsequently indicates that the Contractor no longer has delinquent debt, the Contractor may request the Contracting Officer to authorize payment by Governmentwide commercial purchase card.

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(b) Contractor payment request.
(1) Except as provided in paragraph (b)(2) of this clause, the Contractor shall make payment requests through a charge to the Government account with the third party, at the time and for the amount due in accordance with those clauses of this contract that authorize the Contractor to submit invoices, contract financing requests, other payment requests, or as provided in other clauses providing for payment to the Contractor.
(2) When the Contracting Officer has notified the Contractor that the Governmentwide commercial purchase card is no longer an authorized method of payment, the Contractor shall make such payment requests in accordance with instructions provided by the Contracting Officer during the period when the purchase card is not authorized. (c) Payment. The Contractor and the third party shall agree that payments due under this contract shall be made upon submittal of payment requests to the third party in accordance with the terms and conditions of an agreement between the Contractor, the Contractor's financial agent (if any), and the third party and its agents (if any). No payment shall be due the Contractor until such agreement is made. Payments made or due by the third party under this clause are not payments made by the Government and are not subject to the Prompt Payment Act or any implementation thereof in this contract.
(d) Documentation. Documentation of each charge against the Government's account shall be provided to the Contracting Officer upon request.
(e) Assignment of claims. Notwithstanding any other provision of this contract, if any payment is made under this clause, then no payment under this contract shall be assigned under the provisions of the assignment of claims terms of this contract or the Assignment of Claims Act of 1940 (31 U.S.C. 3727, 41 U.S.C. 6305).
(f) Other payment terms. The other payment terms of this contract shall govern the content and submission of payment requests. If any clause requires information or documents in or with the payment request, that is not provided in the third party agreement referenced in paragraph (c) of this clause, the Contractor shall obtain instructions from the Contracting Officer before submitting such a payment request.

Note: Regulation 52.232-36
Proposed prices must be inclusive of all costs associated with acceptance of the Governmentwide commercial purchase card (e.g., payment processing fees). Schedule contractors may not impose a surcharge at the order level for payment by Governmentwide commercial purchase card.

52.233-1 DISPUTES (MAY 2014)
(a) This contract is subject to 41 U.S.C chapter 71, Contract Disputes. (b) Except as provided in 41 U.S.C chapter 71, all disputes arising under or relating to this contract shall be resolved under this clause.
(c) "Claim as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $100,000 is not a claim under 41 U.S.C chapter 71 until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under 41 U.S.C chapter 71. The Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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submission may be converted to a claim under 41 U.S.C chapter 71, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.
(d) (1) A claim by the Contractor shall be made in writing and, unless otherwise stated in this contract, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision. A claim by the Government against the Contractor shall be subject to a written decision by the Contracting Officer.
(2) (i) The Contractor shall provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $100,000.
(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.
(iii) The certification shall state as follows: "I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am authorized to certify the claim on behalf of the Contractor."
(3) The certification may be executed by any person authorized to bind the Contractor with respect to the claim.
(e) For Contractor claims of $50,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor-certified claims over $50,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made.
(f) The Contracting Officer’s decision shall be final unless the Contractor appeals or files a suit as provided in 41 U.S.C chapter 71.
(g) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Government is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute resolution (ADR). If the Contractor refuses an offer for ADR, the Contractor shall inform the Contracting Officer, in writing, of the Contractor's specific reasons for rejecting the offer. (h) The Government shall pay interest on the amount found due and unpaid from (1) the date that the Contracting Officer receives the claim (certified, if required); or (2) the date that payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having defective certifications, as defined in FAR 33.201, interest shall be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim.
(i) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.

I-FSS-969 ECONOMIC PRICE ADJUSTMENT—FSS MULTIPLE AWARD
SCHEDULE (OCT 2014)
Price adjustments include price increases and price decreases. Adjustments will be considered as follows:
(a) Contractors shall submit price decreases anytime during the contract period in which they occur.

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Price decreases will be handled in accordance with the provisions of the Price Reduction Clause. (b) There are two types of economic price adjustments (EPAs) possible under the Multiple Award Schedules (MAS) program for contracts not based on commercial catalogs or price lists as described below. Price adjustments may be effective on or after the first 12 months of the contract period on the following basis:
(1) Adjustments based on escalation rates negotiated prior to contract award. Normally, when escalation rates are negotiated, they result in a fixed price for the term of the contract. No separate contract modification will be provided when increases are based on negotiated escalation rates.

Price increases will be effective on the 12-month anniversary date of the contract effective date, subject to paragraph (f), below.
(2) Adjustments based on an agreed-upon market indicator prior to award. The market indicator, as used in this clause, means the originally released public index, public survey or other public, based market indicator. The market indicator shall be the originally released index, survey or market indicator, not seasonally adjusted, published by the [to be negotiated], and made available at [to be identified]. Any price adjustment shall be based on the percentage change in the designated (i.e. indicator identification and date) market indicator from the initial award to the latest available as of the anniversary date of the contract effective date, subject to paragraph (e), below. If the market indicator is discontinued or deemed no longer available or reliable by the Government, the Government and the Contractor will mutually agree to a substitute. The contract modification reflecting the price adjustment will be effective upon approval by the Contracting Officer, subject to paragraph (g), below. The adjusted prices shall apply to orders issued to the Contractor on or after the effective date of the contract modification. (c) Nothwithstanding the two economic price adjustments discussed above, the Government recognizes the potential impact of unforeseeable major changes in market conditions. For those cases where such changes do occur, the contracting officer will review requests to make adjustments, subject to the Government’s examination of industry-wide market conditions and the conditions in paragraph (d) and (e), below. If adjustments are accepted, the contract will be modified accordingly. The determination of whether or not extra-ordinary circumstances exist rests with the contracting officer. The determination of an appropriate mechanism of adjustment will be subject to negotiations. (d) Conditions of Price change requests under paragraphs b(2) and c above.:
(1) No more than three increases will be considered during each succeeding 12-month period of the contract. (For succeeding contract periods of less than 12 months, up to three increases will be considered subject to the other conditions of subparagraph (b)). (2) Increases are requested before the last 60 days of the contract period, including options. (3) At least 30 days elapse between requested increases. (4) In any contract period during which price increases will be considered, the aggregate of the increases during any 12-month period shall not exceed SEE CLAUSE NOTE percent (SEE CLAUSE NOTE%) of the contract unit price in effect at the end of the preceding 12-month period. The Government reserves the right to raise the ceiling when market conditions during the contract period support such a change.
(e) The following material shall be submitted with request for a price increase under paragraphs b(2) and c above:
(1) A copy of the index, survey or pricing indicator showing the price increase and the effective date.
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or a certification that no change has occurred in the data since completion of the initial negotiation or a subsequent submission.
(3) Any other documentation requested by the Contracting Officer to support the reasonableness of the price increase.
(f) The Government reserves the right to exercise one of the following options:
(1) Accept the Contractor's price increases as requested when all conditions of (b), (c), (d), and (e) of this clause are satisfied;
(2) Negotiate more favorable prices when the total increase requested is not supported; or, (3) Decline the price increase when the request is not supported. The Contractor may remove the item(s) from contract involved pursuant to the Cancellation Clause of this contract. (g) Effective Date of Increases: No price increase shall be effective until the Government receives the electronic file updates pursuant to GSAR 552.238-81, Modifications (Federal Supply Schedule). (h) All MAS contracts remain subject to contract clauses GSAR 552.238-75, “Price Reductions”; and 552.215-72, “Price Adjustment -- Failure to Provide Accurate Information.” In the event the application of an economic price adjustment results in a price less favorable to the Government than the price relationship established during negotiation between the MAS price and the price to the designated customer, the Government will maintain the price relationship to the designated customer.

Note: Regulation I-FSS-969
The EPA Ceiling Limit for this clause is hereby established as 4% for the Human Capital Category, 5% for the Professional Services Category, 5% for the Travel Category and 10% for all other Large Categories.

NOTE: This clause does not apply to contracts participating in the Transactional Data Reporting (TDR) Pilot. Please refer to clause I-FSS-969 Alternate II.

52.204-19 INCORPORATION BY REFERENCE OF
REPRESENTATIONS AND CERTIFICATIONS (DEC 2014)
The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract. 552.223-73 PRESERVATION, PACKAGING, PACKING, MARKING

AND LABELING OF HAZARDOUS MATERIALS (HAZMAT) FOR
SHIPMENTS (JUN 2015)
(a) Definition. United States, as used in this clause, means the 48 adjoining U.S. States, Alaska, Hawaii, and U.S. territories and possessions, such as Puerto Rico. (b) Preservation, packaging, packing, marking and labeling of hazardous materials for export shipment outside the United States in all transport modes shall comply with the following, as applicable:
(1) International Maritime Dangerous Goods (IMDG) Code as established by the International Maritime Organization (IMO).
(2) U.S. Department of Transportation (DOT) Hazardous Material Regulation (HMR) 49 CFR Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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parts 171 through 180. (Note: Classifications permitted by the HMR, but not permitted by the IMDG code, such as Consumer Commodities classed as ORM–D, shall be packaged in accordance with the IMDG Code and dual-marked with both Consumer Commodity and IMDG marking and labeling.)
(3) Occupational Safety and Health Administration (OSHA) Regulation 29 CFR part 1910.1200. (4) International Air Transport Association (IATA), Dangerous Goods Regulation and/or International Civil Aviation Organization (ICAO), Technical Instructions. (5) AFMAN 24–204, Air Force Inter- Service Manual, Preparing Hazardous Materials For Military Air Shipments.
(6) Any preservation, packaging, packing, marking and labeling requirements contained elsewhere in this solicitation and contract.
(c) Preservation, packaging, packing, marking and labeling of hazardous materials for domestic shipments within the United States in all transport modes shall comply with the following; as applicable:
(1) U.S. Department of Transportation (DOT) Hazardous Material Regulation (HMR) 49 CFR parts 171 through 180.
(2) Occupational Safety and Health Administration (OSHA) Regulation 29 CFR part 1910.1200. (3) Any preservation, packaging, packing, marking and labeling requirements contained elsewhere in this solicitation and contract.
(d) Hazardous Material Packages designated for outside the United States destinations through Forwarding Points, Distribution Centers, or Container Consolidation Points (CCPs) shall comply with the IMDG, IATA, ICAO or AFMAN 24–204 codes, as applicable. (e) The test certification data showing compliance with performance-oriented packaging or UN-approved packaging requirements shall be made available to GSA contract administration/management representatives or regulatory inspectors upon request.

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED
DOMESTIC CORPORATIONS (NOV 2014)
(a) Definitions. As used in this clause –
Inverted domestic corporation means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).

Subsidiary means an entity in which more than 50 percent of the entity is owned – (1) Directly by a parent corporation; or
(2) Through another subsidiary of a parent corporation. (b) If the contractor reorganizes as an inverted domestic corporation or becomes a subsidiary of an inverted domestic corporation at any time during the period of performance of this contract, the Government may be prohibited from paying for Contractor activities performed after the date when it becomes an inverted domestic corporation or subsidiary. The Government may seek any available remedies in the event the Contractor fails to perform in accordance with the terms and conditions of the contract as a result of Government action under this clause.

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(c) Exceptions to this prohibition are located at 9.108-2. (d) In the event the Contractor becomes either an inverted domestic corporation, or a subsidiary of an inverted domestic corporation during contract performance, the Contractor shall give written notice to the Contracting Officer within five business days from the date of the inversion event. 552.228-5 GOVERNMENT AS ADDITIONAL INSURED (JAN 2016)
(a) This clause supplements the requirements set forth in FAR clause 52.228-5, Insurance–Work on a Government Installation.
(b) Each insurance policy required under this contract, other than workers’ compensation insurance, shall contain an endorsement naming the United States as an additional insured with respect to operations performed under this contract. The insurance carrier is required to waive all subrogation rights against any of the named insured.
(Note: This is an FSS reproduction using word processing software) STANDARD FORM 1449 (10-95) (BACK) I-FSS-969 ECONOMIC PRICE ADJUSTMENT – FSS MULTIPLE
AWARD SCHEDULE (OCT 2014) (ALTERNATE II – JUL 2016)
Price adjustments include price increases and price decreases. Adjustments will be considered as follows:
(a) Contractors shall submit price decreases anytime during the contract period in which they occur.

Price decreases will be handled in accordance with the provisions of the Price Reductions clause. (b) There are two types of economic price adjustments (EPAs) possible under the Multiple Award Schedules (MAS) program for contracts not based on commercial catalogs or price lists as described below. Price adjustments may be effective on or after the first 12 months of the contract period on the following basis:
(1) Adjustments based on escalation rates negotiated prior to contract award. Normally, when escalation rates are negotiated, they result in a fixed price for the term of the contract. No separate contract modification will be provided when increases are based on negotiated escalation rates. Price increases will be effective on the 12-month anniversary date of the contract effective date, subject to paragraph (f), below.
(2) Adjustments based on an agreed-upon market indicator prior to award. The market indicator, as used in this clause, means the originally released public index, public survey or other public-based market indicator. The market indicator shall be the originally released index, survey or market indicator, not seasonally adjusted, published by the [to be negotiated], and made available at [to be identified]. Any price adjustment shall be based on the percentage change in the designated (i.e. indicator identification and date) market indicator from the initial award to the latest available as of the anniversary date of the contract effective date, subject to paragraph (e), below. If the market indicator is discontinued or deemed no longer available or reliable by the Government, the Government and the Contractor will mutually agree to a substitute. The contract modification reflecting the price adjustment will be effective upon approval by the Contracting Officer, subject to paragraph (g), below.
(c) Notwithstanding the two economic price adjustments discussed above, the Government recognizes the potential impact of unforeseeable major changes in market conditions. For those cases where such changes do occur, the contracting officer will review requests to make adjustments, subject to the Government's examination of industry-wide market conditions and the conditions in paragraph (d) and (e), below. If adjustments are accepted, the contract will be modified accordingly. The determination of whether or not extra-ordinary circumstances exist rests with the contracting officer. The determination Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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of an appropriate mechanism of adjustment will be subject to negotiations. (d) Conditions of Price change requests under paragraphs b(2) and c above:
(1) No more than three increases will be considered during each succeeding 12-month period of the contract. (For succeeding contract periods of less than 12 months, up to three increases will be considered subject to the other conditions of subparagraph (b)). (2) Increases are requested before the last 60 days of the contract period, including options. (3) At least 30 days elapse between requested increases. (4) In any contract period during which price increases will be considered, the aggregate of the increases during any 12-month period shall not exceed SEE CLAUSE NOTE percent (SEE CLAUSE NOTE%) of the contract unit price in effect at the end of the preceding 12-month period. The Government reserves the right to raise the ceiling when market conditions during the contract period support such a change.
(e) The following material shall be submitted with request for a price increase under paragraphs b(2) and c above:
(1) A copy of the index, survey or pricing indicator showing the price increase and the effective date.
(2) Any other documentation requested by the Contracting Officer to support the reasonableness of the price increase.
(f) The Government reserves the right to exercise one of the following options:
(1) Accept the Contractor's price increases as requested when all conditions of (b), (c), (d), and (e) of this clause are satisfied;
(2) Negotiate more favorable prices when the total increase requested is not supported; or, (3) Decline the price increase when the request is not supported. The Contractor may remove the item(s) from contract involved pursuant to the Cancellation Clause of this contract. (g) Effective Date of Increases: The increased contract prices shall apply to orders issued to the Contractor on or after the effective date of the contract modification.

NOTE: This clause applies to contracts participating in the Transactional Data Reporting (TDR) Pilot.
552.216-70 ECONOMIC PRICE ADJUSTMENT – FSS MULTIPLE
AWARD SCHEDULE CONTRACTS (SEP 1999) (DEVIATION II –
JUL 2016)
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Price adjustments include price increases and price decreases. Adjustments will be considered as follows:
(a) Contractors may submit price decreases anytime during the contract period in which they occur.

Price decreases will be handled in accordance with the provisions of the Price Reduction Clause. (b) Contractors may request price increases to be effective on or after the first 12 months of the contract period providing all of the following conditions are met:
(1) No more than three increases will be considered during each succeeding 12-month period of the contract. For succeeding contract periods of less than 12 months, up to three increases will be considered subject to the other conditions of this subparagraph (b). (2) Increases are requested before the last 60 days of the contract period. (3) At least 30 days elapse between requested increases. (c) In any contract period during which price increases will be considered, the aggregate of the increases during any 12-month period shall not exceed SEE CLAUSE NOTE percent of the contract unit price in effect at the end of the preceding 12-month period. The Government reserves the right to raise the ceiling when market conditions during the contract period support such a change. (d) Documentation supporting the reasonableness of the price increase shall be submitted with the request for a price increase.
(e) The Government reserves the right to exercise one of the following options:
(1) Accept the Contractor's price increases as requested when all conditions of (b), (c), and (d) of this clause are satisfied;
(2) Negotiate smaller increases when the total increase requested is not supported; or, (3) Remove the product(s) from contract involved pursuant to the Cancellation Clause of this contract, when the increase requested is not supported. (f) The increased contract prices shall apply to delivery orders issued to the Contractor on or after the effective date of the contract modification.

NOTE: This clause applies to contracts participating in the Transactional Data Reporting (TDR) Pilot.
552.211-89 NON-MANUFACTURED WOOD PACKAGING
MATERIAL FOR EXPORT (JUL 2016)
(a) Definitions:

IPPC Country: Countries of the European Union (EU) or any other country endorsing the International Plant Protection Convention (IPPC) “Guidelines for Regulating Wood Packaging Material in Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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International Trade,” approved March 15, 2002. A listing of countries participating in the IPPC is found at http://www.aphis.usda.gov/import_export/plants/plants_exports/wpm/country/index.shtml Non-Manufactured wood, is also called solid wood and defined as wood packing other than that comprised wholly of wood-based products such as plywood, particle board, oriented strand board, veneer, wood wool, and similar materials, which has been created using glue, heat and pressure or a combination thereof.

Packaged material, and Solid Wood Packing Material (SWPM), for purposes of this clause, is defined as each separate and distinct material that by itself or in combination with other materials forms the container providing a means of protecting and handling a product. This includes, but is not limited to, pallets, dunnage, crating, packing blocks, drums, load boards, pallet collars, and skids. (b) Non-manufactured wood pallets and other non-manufactured wood packaging material used to pack items for delivery to or through IPPC countries must be marked and properly treated in accordance with IPPC guidelines.
(c) This requirement applies whether the shipment is direct to the end user or through a Government designated consolidation point. Packaging that does not conform to IPPC guidelines will be refused entry, destroyed or treated prior to entry.
(d) For Department of Defense distribution facilities or freight consolidation points, all non-manufactured wood pallets or packaging material with a probability of entering countries endorsing the IPPC Guidelines must be treated and marked in accordance with DLA 47.305-1 (available at http://farsite.hill.af.mil/archive/Dlad/Rev5/PART47.htm), and MIL-STD-2073-1, Standard Practice for Military Packaging (and any future revision). (e) Pallets and packing material shipped to FAS distribution facilities designated for possible delivery to the countries endorsing the IPPC Guidelines will comply with DLAD 47.305-1, and MIL-STD-2073-1.
(f) Delays in delivery caused by non-complying pallets or wood package material will not be considered as beyond the control of the Contractor. Any applicable Government expense incurred as a result of the Contractor’s failure to provide appropriate pallets or package material shall be reimbursed by the Contractor. Expenses may include the applicable cost for repackage, handling and return shipping, or the destruction of solid wood packaging material.

52.224-3 PRIVACY TRAINING (JAN 2017)
(a) Definition. As used in this clause, “personally identifiable information” means information that can be used to distinguish or trace an individual's identity, either alone or when combined with other information that is linked or linkable to a specific individual. (See Office of Management and Budget (OMB) Circular A-130, Managing Federal Information as a Strategic Resource). (b) The Contractor shall ensure that initial privacy training, and annual privacy training thereafter, is completed by contractor employees who–
(1) Have access to a system of records;
(2) Create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information on behalf of an agency; or (3) Design, develop, maintain, or operate a system of records (see also FAR subpart 24.1 and

39.105).
(c) (1) Privacy training shall address the key elements necessary for ensuring the safeguarding of personally identifiable information or a system of records. The training shall be role-based, Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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provide foundational as well as more advanced levels of training, and have measures in place to test the knowledge level of users. At a minimum, the privacy training shall cover — (i) The provisions of the Privacy Act of 1974 (5 U.S.C. 552a), including penalties for violations of the Act;
(ii) The appropriate handling and safeguarding of personally identifiable information; (iii) The authorized and official use of a system of records or any other personally identifiable information;
(iv) The restriction on the use of unauthorized equipment to create, collect, use, process, store, maintain, disseminate, disclose, dispose or otherwise access personally identifiable information;
(v) The prohibition against the unauthorized use of a system of records or unauthorized disclosure, access, handling, or use of personally identifiable information; and (vi) The procedures to be followed in the event of a suspected or confirmed breach of a system of records or the unauthorized disclosure, access, handling, or use of personally identifiable information (see OMB guidance for Preparing for and Responding to a Breach of Personally Identifiable Information).
(2) Completion of an agency-developed or agency-conducted training course shall be deemed to satisfy these elements.
(d) The Contractor shall maintain and, upon request, provide documentation of completion of privacy training to the Contracting Officer.
(e) The Contractor shall not allow any employee access to a system of records, or permit any employee to create, collect, use, process, store, maintain, disseminate, disclose, dispose or otherwise handle personally identifiable information, or to design, develop, maintain, or operate a system of records unless the employee has completed privacy training, as required by this clause. (f) The substance of this clause, including this paragraph (f), shall be included in all subcontracts under this contract, when subcontractor employees will–
(1) Have access to a system of records;
(2) Create, collect, use, process, store, maintain, disseminate, disclose, dispose, or otherwise handle personally identifiable information; or
(3) Design, develop, maintain, or operate a system of records.

52.242-5 PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS
(JAN 2017)
(a) Definitions. As used in this clause —
Reduced payment means a payment that is for less than the amount agreed upon in a subcontract in accordance with its terms and conditions, for supplies and services for which the Government has paid the prime contractor.

Untimely payment means a payment that is more than 90 days past due under the terms and conditions of a subcontract, for supplies and services for which the Government has paid the prime contractor.

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(b) Notice. The Contractor shall notify the Contracting Officer, in writing, not later than 14 days after —
(1) A small business subcontractor was entitled to payment under the terms and conditions of the subcontract; and
(2) The Contractor —
(i) Made a reduced or untimely payment to the small business subcontractor; or (ii) Failed to make a payment, which is now untimely.
(c) Content of notice. The Contractor shall include the reason(s) for making the reduced or untimely payment in any notice required under paragraph (b) of this clause.

52.204-15 SERVICE CONTRACT REPORTING REQUIREMENTS
FOR INDEFINITE-DELIVERY CONTRACTS (OCT 2016)
(a) Definition.

First-tier subcontract means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor’s supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor’s general and administrative expenses or indirect costs. (b) The Contractor shall report, in accordance with paragraphs (c) and (d) of this clause, annually by October 31, for services performed during the preceding Government fiscal year (October 1– September 30) under this contract for orders that exceed the thresholds established in 4.1703(a)(2). (c) The Contractor shall report the following information:
(1) Contract number and order number.
(2) The total dollar amount invoiced for services performed during the previous Government fiscal year under the order.
(3) The number of Contractor direct labor hours expended on the services performed during the previous Government fiscal year.
(4) Data reported by subcontractors under paragraph (f) of this clause. (d) The information required in paragraph (c) of this clause shall be submitted via the internet at www.sam.gov. (See SAM User Guide). If the Contractor fails to submit the report in a timely manner, the Contracting Officer will exercise appropriate contractual remedies. In addition, the Contracting Officer will make the Contractor’s failure to comply with the reporting requirements a part of the Contractor’s performance information under FAR subpart 42.15. (e) Agencies will review Contractor reported information for reasonableness and consistency with available contract information. In the event the agency believes that revisions to the Contractor reported information are warranted, the agency will notify the Contractor no later than November 15. By November 30, the Contractor shall revise the report, or document its rationale for the agency. (f) (1) The Contractor shall require each first-tier subcontractor providing services under this contract, with subcontract(s) each valued at or above the thresholds set forth in 4.1703(a)(2), to provide the following detailed information to the Contractor in sufficient time to submit the report:

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(i) Subcontract number (including subcontractor name and unique entity identifier), and (ii) The number of first-tier subcontractor direct-labor hours expended on the services performed during the previous Government fiscal year.
(2) The Contractor shall advise the subcontractor that the information will be made available to the public as required by section 743 of Division C of the Consolidated Appropriations Act, 2010.

52.222-41 SERVICE CONTRACT LABOR STANDARDS (AUG 2018)
(a) Definitions. As used in this clause –
Contractor when this clause is used in any subcontract, shall be deemed to refer to the subcontractor, except in the term "Government Prime Contractor."
Service employee means any person engaged in the performance of this contract other than any person employed in a bona fide executive, administrative, or professional capacity, as these terms are defined in Part 541 of Title 29, Code of Federal Regulations, as revised. It includes all such persons regardless of any contractual relationship that may be alleged to exist between a Contractor or subcontractor. (b) Applicability. This contract is subject to the following provisions and to all other applicable provisions of 41 U.S.C. chapter 67, Service Contract Labor Standards, and regulations of the Secretary of Labor (29 CFR Part 4). This clause does not apply to contracts or subcontracts administratively exempted by the Secretary of Labor or exempted by 41 U.S.C. 6702, as interpreted in Subpart C of 29 CFR Part 4.
(c) Compensation. (1) Each service employee employed in the performance of this contract by the Contractor or any subcontractor shall be paid not less than the minimum monetary wages and shall be furnished fringe benefits in accordance with the wages and fringe benefits determined by the Secretary of Labor or authorized representative, as specified in any wage determination attached to this contract. (2) (i) If a wage determination is attached to this contract, the Contractor shall classify any class of service employee which is not listed herein and which is to be employed under the contract (i.e., the work to be performed is not performed by any classification listed in the wage determination), so as to provide a reasonable relationship (i.e., appropriate level of skill comparison) between such unlisted classifications and the classifications listed in the wage determination. Such conformed class of employees shall be paid the monetary wages and furnished the fringe benefits as are determined pursuant to the procedures in this paragraph (c).
(ii) This conforming procedure shall be initiated by the Contractor prior to the performance of contract work by the unlisted class of employee. The Contractor shall submit Standard Form (SF) 1444, Request for Authorization of Additional Classification and Rate, to the Contracting Officer no later than 30 days after the unlisted class of employee performs any contract work. The Contracting Officer shall review the proposed classification and rate and promptly submit the completed SF 1444 (which must include information regarding the agreement or disagreement of the employees' authorized representatives or the employees themselves together with the agency recommendation), and all pertinent information to the Wage and Hour Division, U.S. Department of Labor.

The Wage and Hour Division will approve, modify, or disapprove the action or render a final determination in the event of disagreement within 30 days of receipt or will notify the Contracting Officer within 30 days of receipt that additional time is necessary. (iii) The final determination of the conformance action by the Wage and Hour Division shall be transmitted to the Contracting Officer who shall promptly notify the Contractor of the action taken. Each affected employee shall be furnished by the Contractor with a written copy of such determination or it shall be posted as a part of the wage Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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determination.
(iv) (A) The process of establishing wage and fringe benefit rates that bear a reasonable relationship to those listed in a wage determination cannot be reduced to any single formula. The approach used may vary from wage determination to wage determination depending on the circumstances. Standard wage and salary administration practices which rank various job classifications by pay grade pursuant to point schemes or other job factors may, for example, be relied upon.

Guidance may also be obtained from the way different jobs are rated under Federal pay systems (Federal Wage Board Pay System and the General Schedule) or from other wage determinations issued in the same locality. Basic to the establishment of any conformable wage rate(s) is the concept that a pay relationship should be maintained between job classifications based on the skill required and the duties performed.
(B) In the case of a contract modification, an exercise of an option or extension of an existing contract, or in any other case where a Contractor succeeds a contract under which the classification in question was previously conformed pursuant to paragraph (c) of this clause, a new conformed wage rate and fringe benefits may be assigned to the conformed classification by indexing (i.e., adjusting) the previous conformed rate and fringe benefits by an amount equal to the average (mean) percentage increase (or decrease, where appropriate) between the wages and fringe benefits specified for all classifications to be used on the contract which are listed in the current wage determination, and those specified for the corresponding classifications in the previously applicable wage determination.

Where conforming actions are accomplished in accordance with this paragraph prior to the performance of contract work by the unlisted class of employees, the Contractor shall advise the Contracting Officer of the action taken but the other procedures in subdivision (c)(2)(ii) of this clause need not be followed. (C) No employee engaged in performing work on this contract shall in any event be paid less than the currently applicable minimum wage specified under section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended. (v) The wage rate and fringe benefits finally determined under this paragraph (c)(2) of this clause shall be paid to all employees performing in the classification from the first day on which contract work is performed by them in the classification. Failure to pay the unlisted employees the compensation agreed upon by the interested parties and/or finally determined by the Wage and Hour Division retroactive to the date such class of employees commenced contract work shall be a violation of the Service Contract Labor Standards statute and this contract.
(vi) Upon discovery of failure to comply with subparagraphs (b)(2) of this clause, the Wage and Hour Division shall make a final determination of conformed classification, wage rate, and/or fringe benefits which shall be retroactive to the date such class or classes of employees commenced contract work.
(3) Adjustment of Compensation. If the term of this contract is more than 1 year, the minimum monetary wages and fringe benefits required to be paid or furnished thereunder to service employees under the contract shall be subject to adjustment after 1 year and not less often than once every 2 years, under wage determinations issued by the Wage and Hour Division. (d) Obligation to Furnish Fringe Benefits. The Contractor or subcontractor may discharge the obligation to furnish fringe benefits specified in the attachment or determined under subparagraph (c)(2) of this clause by furnishing equivalent combinations of bona fide fringe benefits, or by making equivalent or differential cash payments, only in accordance with Subpart D of 29 CFR Part 4. (e) Minimum Wage. In the absence of a minimum wage attachment for this contract, neither the Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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Contractor nor any subcontractor under this contract shall pay any person performing work under this contract (regardless of whether the person is a service employee) less than the minimum wage specified by section 6(a)(1) of the Fair Labor Standards Act of 1938. Nothing in this clause shall relieve the Contractor or any subcontractor of any other obligation under law or contract for payment of a higher wage to any employee.
(f) Successor Contracts. If this contract succeeds a contract subject to the Service Contract Labor Standards statute under which substantially the same services were furnished in the same locality and service employees were paid wages and fringe benefits provided for in a collective bargaining agreement, in the absence of the minimum wage attachment for this contract setting forth such collectively bargained wage rates and fringe benefits, neither the Contractor nor any subcontractor under this contract shall pay any service employee performing any of the contract work (regardless of whether or not such employee was employed under the predecessor contract), less than the wages and fringe benefits provided for in such collective bargaining agreement, to which such employee would have been entitled if employed under the predecessor contract, including accrued wages and fringe benefits and any prospective increases in wages and fringe benefits provided for under such agreement.

No Contractor or subcontractor under this contract may be relieved of the foregoing obligation unless the limitations of 29 CFR 4.1b(b) apply or unless the Secretary of Labor or the Secretary’s authorized representative finds, after a hearing as provided in 29 CFR 4.10 that the wages and/or fringe benefits provided for in such agreement are substantially at variance with those which prevail for services of a character similar in the locality, or determines, as provided in 29 CFR 4.11, that the collective bargaining agreement applicable to service employees employed under the predecessor contract was not entered into as a result of arm’s length negotiations. Where it is found in accordance with the review procedures provided in 29 CFR 4.10 and/or 4.11 and Parts 6 and 8 that some or all of the wages and/or fringe benefits contained in a predecessor Contractor’s collective bargaining agreement are substantially at variance with those which prevail for services of a character similar in the locality, and/or that the collective bargaining agreement applicable to service employees employed under the predecessor contract was not entered into as a result of arm’s length negotiations, the Department will issue a new or revised wage determination setting forth the applicable wage rates and fringe benefits.

Such determination shall be made part of the contract or subcontract, in accordance with the decision of the Administrator, the Administrative Law Judge, or the Administrative Review Board, as the case may be, irrespective of whether such issuance occurs prior to or after the award of a contract or subcontract (53 Comp. Gen. 401 (1973)). In the case of a wage determination issued solely as a result of a finding of substantial variance, such determination shall be effective as of the date of the final administrative decision.
(g) Notification to employees. The Contractor and any subcontractor under this contract shall notify each service employee commencing work on this contract of the minimum monetary wage and any fringe benefits required to be paid pursuant to this contract, or shall post the wage determination attached to this contract. The poster provided by the Department of Labor (Publication WH 1313) shall be posted in a prominent and accessible place at the worksite. Failure to comply with this requirement is a violation of 41 U.S.C. 6703 and of this contract.
(h) Safe and Sanitary Working Conditions. The Contractor or subcontractor shall not permit any part of the services called for by this contract to be performed in buildings or surroundings or under working conditions provided by or under the control or supervision of the Contractor or subcontractor which are unsanitary or hazardous or dangerous to the health or safety of the service employee. The Contractor or subcontractor shall comply with the safety and health standards applied under 29 CFR Part 1925. (i) Records. (1) The Contractor and each subcontractor performing work subject to the Service Contract Labor Standards statute shall make and maintain for 3 years from the completion of the work, and make them available for inspection and transcription by authorized representatives of the Wage and Hour Division, a record of the following:
(i) For each employee subject to the Service Contract Labor Standards statute — (A) Name and address and social security number;
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paid and fringe benefits provided, rate or rates of payments in lieu of fringe benefits, and total daily and weekly compensation;
(C) Daily and weekly hours worked by each employee; and (D) Any deductions, rebates, or refunds from the total daily or weekly compensation of each employee.
(ii) For those classes of service employees not included in any wage determination attached to this contract, wage rates or fringe benefits determined by the interested parties or by the Administrator or authorized representative under the terms of paragraph (c) of this clause. A copy of the report required by subdivision (c)(2)(ii) of this clause will fulfill this requirement.
(iii) Any list of the predecessor Contractor's employees which had been furnished to the Contractor as prescribed by paragraph (n) of this clause. (2) The Contractor shall also make available a copy of this contract for inspection or transcription by authorized representatives of the Wage and Hour Division. (3) Failure to make and maintain or to make available these records for inspection and transcription shall be a violation of the regulations and this contract, and in the case of failure to produce these records, the Contracting Officer, upon direction of the Department of Labor and notification to the Contractor, shall take action to cause suspension of any further payment or advance of funds until the violation ceases.
(4) The Contractor will permit authorized representatives of the Wage and Hour Division to conduct interviews with employees at the worksite during normal working hours. (j) Pay Periods. The Contractor shall unconditionally pay to each employee subject to the Service Contract Labor Standards statute all wages due free and clear and without subsequent deduction (except as otherwise provided by law or regulations, 29 CFR Part 4), rebate, or kickback on any account. These payments shall be made no later than one pay period following the end of the regular pay period in which the wages were earned or accrued. A pay period under this statute may not be of any duration longer than semi-monthly.
(k) Withholding of Payments and Termination of Contract. The Contracting Officer shall withhold or cause to be withheld from the Government Prime Contractor under this or any other Government contract with the Prime Contractor such sums as an appropriate official of the Department of Labor requests or such sums as the Contracting Officer decides may be necessary to pay underpaid employees employed by the Contractor or subcontractor. In the event of failure to pay any employees subject to the Service Contract Labor Standards statute all or part of the wages or fringe benefits due under the Service Contract Labor Standards statute, the Contracting Officer may, after authorization or by direction of the Department of Labor and written notification to the Contractor, take action to cause suspension of any further payment or advance of funds until such violations have ceased. Additionally, any failure to comply with the requirements of this clause may be grounds for termination of the right to proceed with the contract work. In such event, the Government may enter into other contracts or arrangements for completion of the work, charging the Contractor in default with any additional cost. (l) Subcontracts. The Contractor agrees to insert this clause in all subcontracts subject to the Service Contract Labor Standards statute.
(m) Collective Bargaining Agreements Applicable to Service Employees. If wages to be paid or fringe benefits to be furnished any service employees employed by the Government prime Contractor or any subcontractor under the contract are provided for in a collective bargaining agreement which is or will be effective during any period in which the contract is being performed, the Government prime Contractor shall report such fact to the Contracting Officer, together with full information as to the application and accrual of such wages and fringe benefits, including any prospective increases, to Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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service employees engaged in work on the contract, and a copy of the collective bargaining agreement.

Such report shall be made upon commencing performance of the contract, in the case of collective bargaining agreements effective at such time, and in the case of such agreements or provisions or amendments thereof effective at a later time during the period of contract performance such agreements shall be reported promptly after negotiation thereof.
(n) Seniority List. Not less than 10 days prior to completion of any contract being performed at a Federal facility where service employees may be retained in the performance of the succeeding contract and subject to a wage determination which contains vacation or other benefit provisions based upon length of service with a Contractor (predecessor) or successor (29 CFR 4.173), the incumbent prime Contractor shall furnish to the Contracting Officer a certified list of the names of all service employees on the Contractor's or subcontractor's payroll during the last month of contract performance. Such list shall also contain anniversary dates of employment on the contract either with the current or predecessor Contractors of each such service employee. The Contracting Officer shall turn over such list to the successor Contractor at the commencement of the succeeding contract. (o) Ruling and Interpretations. Rulings and interpretations of the Service Contract Labor Standards statute are contained in Regulations, 29 CFR Part 4.
(p) Contractor's Certification. (1) By entering into this contract, the Contractor (and officials thereof) certifies that neither it nor any person or firm who has a substantial interest in the Contractor’s firm is a person or firm ineligible to be awarded Government contracts by virtue of the sanctions imposed under 41 U.S.C. 6706.
(2) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract under 41 U.S.C. 6706.
(3) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001.
(q) Variations, Tolerances, and Exemptions Involving Employment. Notwithstanding any of the provisions in paragraphs (b) through (o) of this clause, the following employees may be employed in accordance with the following variations, tolerances, and exemptions, which the Secretary of Labor, pursuant to 41 U.S.C. 6707 prior to its amendment by Pub. L. 92-473, found to be necessary and proper in the public interest or to avoid serious impairment of the conduct of Government business:
(1) Apprentices, student-learners, and workers whose earning capacity is impaired by age, physical or mental deficiency, or injury may be employed at wages lower than the minimum wages otherwise required by 41 U.S.C. 6703(1) without diminishing any fringe benefits or cash payments in lieu thereof required under 41 U.S.C. 6703(2), in accordance with the conditions and procedures prescribed for the employment of apprentices, student-learners, persons with disabilities, and disabled clients of work centers under section 14 of the Fair Labor Standards Act of 1938, in the regulations issued by the Administrator (29 CFR parts 520, 521, 524, and 525). (2) The Administrator will issue certificates under the statute for the employment of apprentices, student-learners, persons with disabilities, or disabled clients of work centers not subject to the Fair Labor Standards Act of 1938, or subject to different minimum rates of pay under the two statutes, authorizing appropriate rates of minimum wages (but without changing requirements concerning fringe benefits or supplementary cash payments in lieu thereof), applying procedures prescribed by the applicable regulations issued under the Fair Labor Standards Act of 1938 (29 CFR parts 520, 521, 524, and 525).
(3) The Administrator will also withdraw, annul, or cancel such certificates in accordance with the regulations in 29 CFR Parts 525 and 528.
(r) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they perform when they are employed and individually registered in a bona fide apprenticeship program registered with a State Apprenticeship Agency which is recognized by the U.S. Department of Labor, or Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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if no such recognized agency exists in a State, under a program registered with the Office of Apprenticeship Training, Employer, and Labor Services (OATELS), U.S. Department of Labor. Any employee who is not registered as an apprentice in an approved program shall be paid the wage rate and fringe benefits contained in the applicable wage determination for the journeyman classification of work actually performed. The wage rates paid apprentices shall not be less than the wage rate for their level of progress set forth in the registered program, expressed as the appropriate percentage of the journeyman's rate contained in the applicable wage determination. The allowable ratio of apprentices to journeymen employed on the contract work in any craft classification shall not be greater than the ratio permitted to the Contractor as to his entire work force under the registered program. (s) Tips. An employee engaged in an occupation in which the employee customarily and regularly receives more than $30 a month in tips may have the amount of these tips credited by the employer against the minimum wage required by 41 U.S.C. 6703(1), in accordance with section 3(m) of the Fair Labor Standards Act and Regulations, 29 CFR Part 531. However, the amount of credit shall not exceed $1.34 per hour beginning January 1, 1981. To use this provision — (1) The employer must inform tipped employees about this tip credit allowance before the credit is utilized;
(2) The employees must be allowed to retain all tips (individually or through a pooling arrangement and regardless of whether the employer elects to take a credit for tips received); (3) The employer must be able to show by records that the employee receives at least the applicable Service Contract Labor Standards minimum wage through the combination of direct wages and tip credit;
(4) The use of such tip credit must have been permitted under any predecessor collective bargaining agreement applicable by virtue of 41 U.S.C. 6707(c). (t) Disputes Concerning Labor Standards. The U.S. Department of Labor has set forth in 29 CFR Parts 4, 6, and 8 procedures for resolving disputes concerning labor standards requirements. Such disputes shall be resolved in accordance with those procedures and not the Disputes clause of this contract.

Disputes within the meaning of this clause include disputes between the Contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives.

Note: Regulation 52.222-41
NOTE: This clause does not apply to the following 5 subcategories under Large Category C - Furniture and Furnishings: Office Furniture; Healthcare Furniture; Household, Dormitory & Quarters Furniture; Packaged Furniture; Miscellaneous Furniture.

52.222-43 FAIR LABOR STANDARDS ACT AND SERVICE
CONTRACT LABOR STANDARDS—PRICE ADJUSTMENT
(MULTIPLE YEAR AND OPTION CONTRACTS) (AUG 2018)
(a) This clause applies to both contracts subject to area prevailing wage determinations and contracts subject to collective bargaining agreements.
(b) The Contractor warrants that the prices in this contract do not include any allowance for any contingency to cover increased costs for which adjustment is provided under this clause. (c) The wage determination, issued under the Service Contract Labor Standards statute, (41 U.S.C. chapter 67), by the Administrator, Wage and Hour Division, U.S. Department of Labor, current on the anniversary date of a multiple year contract or the beginning of each renewal option period, shall apply Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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to this contract. If no such determination has been made applicable to this contract, then the Federal minimum wage as established by section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended, (29 U.S.C. 206) current on the anniversary date of a multiple year contract or the beginning of each renewal option period, shall apply to this contract.
(d) The contract price, contract unit price labor rates, or fixed hourly labor rates will be adjusted to reflect the Contractor’s actual increase or decrease in applicable wages and fringe benefits to the extent that the increase is made to comply with or the decrease is voluntarily made by the Contractor as a result of:
(1) The Department of Labor wage determination applicable on the anniversary date of the multiple year contract, or at the beginning of the renewal option period. For example, the prior year wage determination required a minimum wage rate of $4.00 per hour. The Contractor chose to pay $4.10. The new wage determination increases the minimum rate to $4.50 per hour. Even if the Contractor voluntarily increases the rate to $4.75 per hour, the allowable price adjustment is $.40 per hour;
(2) An increase or decrease wage determination otherwise applied to the contract by operation of law; or
(3) An amendment to the Fair Labor Standards Act of 1938 that is enacted after award of this contract, affects the minimum wage, and becomes applicable to this contract under law. (e) Any adjustment will be limited to increases or decreases in wages and fringe benefits as described in paragraph (d) of this clause, and the accompanying increases or decreases in social security and unemployment taxes and workers’ compensation insurance, but shall not otherwise include any amount for general and administrative costs, overhead, or profit. (f) The Contractor shall notify the Contracting Officer of any increase claimed under this clause within 30 days after receiving a new wage determination unless this notification period is extended in writing by the Contracting Officer. The Contractor shall promptly notify the Contracting Officer of any decrease under this clause, but nothing in the clause shall preclude the Government from asserting a claim within the period permitted by law. The notice shall contain a statement of the amount claimed and the change in fixed hourly rates (if this is a time-and-materials or labor-hour contract), and any relevant supporting data, including payroll records, that the Contracting Officer may reasonably require.

Upon agreement of the parties, the contract price, contract unit price labor rates, or fixed hourly rates shall be modified in writing. The Contractor shall continue performance pending agreement on or determination of any such adjustment in its effective date. (g) The Contracting Officer or an authorized representative shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Contractor until the expiration of 3 years after final payment under the contract.

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE
(OCT 2018)
(a) Definitions. As used in this clause —
“Electronic Funds Transfer (EFT) indicator” means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management (SAM) records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.
“‘Registered in the System for Award Management (SAM)” means that — (1) The Contractor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into SAM;
(2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in SAM;
(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and
(4) The Government has marked the record “Active”.
“System for Award Management (SAM)” means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes— (1) Data collected from prospective Federal awardees required for the conduct of business with the Government;
(2) Prospective contractor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and
(3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits. “Unique entity identifier” means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.
(b) If the solicitation for this contract contained the provision 52.204–7 with its Alternate I, and the Contractor was unable to register prior to award, the Contractor shall be registered in SAM within 30 days after award or before three days prior to submission of the first invoice, whichever occurs first. (c) The Contractor shall maintain registration in SAM during contract performance and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement.

The Contractor is responsible for the currency, accuracy and completeness of the data within SAM, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in SAM after the initial registration, the Contractor is required to review and update on an annual basis, from the date of initial registration or subsequent updates, its information in SAM to ensure it is current, accurate and complete. Updating information in SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. (d) (1) (i) If a Contractor has legally changed its business name or doing business as name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to —
(A) Change the name in SAM;
(B) Comply with the requirements of subpart 42.12 of the FAR; and (C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide with the notification sufficient documentation to support the legally changed name.

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(ii) If the Contractor fails to comply with the requirements of paragraph (d)(1)(i) of this clause, or fails to perform the agreement at paragraph (d)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.
(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in SAM record to reflect an assignee for the purpose of assignment of claims (see FAR subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM.

Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the ‘‘Suspension of Payment’’ paragraph of the EFT clause of this contract.
(3) The Contractor shall ensure that the unique entity identifier is maintained with the entity designated at www.sam.gov. for establishment of the unique entity identifier throughout the life of the contract. The Contractor shall communicate any change to the unique entity identifier to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.
(e) Contractors may obtain additional information on registration and annual confirmation requirements at https://www.sam.gov.

52.209-9 UPDATES OF PUBLICLY AVAILABLE INFORMATION
REGARDING RESPONSIBILITY MATTERS (OCT 2018)
(a) The Contractor shall update the information in the Federal Awardee Performance and Integrity Information System (FAPIIS) on a semi-annual basis, throughout the life of the contract, by posting the required information in the System for Award Management via https://www.sam.gov. (b) As required by section 3010 of the Supplemental Appropriations Act, 2010 (Pub. L. 111–212), all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. FAPIIS consists of two segments —
(1) The non-public segment, into which Government officials and the Contractor post information, which can only be viewed by —
(i) Government personnel and authorized users performing business on behalf of the Government; or
(ii) The Contractor, when viewing data on itself; and
(2) The publicly-available segment, to which all data in the non-public segment of FAPIIS is automatically transferred after a waiting period of 14 calendar days, except for — (i) Past performance reviews required by subpart 42.15; (ii) Information that was entered prior to April 15, 2011; or (iii) Information that is withdrawn during the 14-calendar-day waiting period by the Government official who posted it in accordance with paragraph (c)(1) of this clause. (c) The Contractor will receive notification when the Government posts new information to the Contractor’s record.

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(1) If the Contractor asserts in writing within 7 calendar days, to the Government official who posted the information, that some of the information posted to the nonpublic segment of FAPIIS is covered by a disclosure exemption under the Freedom of Information Act, the Government official who posted the information must within 7 calendar days remove the posting from FAPIIS and resolve the issue in accordance with agency Freedom of Information procedures, prior to reposting the releasable information. The contractor must cite 52.209–9 and request removal within 7 calendar days of the posting to FAPIIS.
(2) The Contractor will also have an opportunity to post comments regarding information that has been posted by the Government. The comments will be retained as long as the associated information is retained, i.e., for a total period of 6 years. Contractor comments will remain a part of the record unless the Contractor revises them.
(3) As required by section 3010 of Pub. L. 111–212, all information posted in FAPIIS on or after April 15, 2011, except past performance reviews, will be publicly available. (d) Public requests for system information posted prior to April 15, 2011, will be handled under Freedom of Information Act procedures, including, where appropriate, procedures promulgated under E.O. 12600.

52.232-33 PAYMENT BY ELECTRONIC FUNDS
TRANSFER-SYSTEM FOR AWARD MANAGEMENT (OCT 2018)
(a) Method of payment.
(1) All payments by the Government under this contract shall be made by electronic funds transfer (EFT), except as provided in paragraph (a)(2) of this clause. As used in this clause, the term “EFT” refers to the funds transfer and may also include the payment information transfer. (2) In the event the Government is unable to release one or more payments by EFT, the Contractor agrees to either—
(i) Accept payment by check or some other mutually agreeable method of payment; or (ii) Request the Government to extend the payment due date until such time as the Government can make payment by EFT (but see paragraph (d) of this clause). (b) Contractor's EFT information. The Government shall make payment to the Contractor using the EFT information contained in the System for Award Management (SAM). In the event that the EFT information changes, the Contractor shall be responsible for providing the updated information to SAM. (c) Mechanisms for EFT payment. The Government may make payment by EFT through either the Automated Clearing House (ACH) network, subject to the rules of the National Automated Clearing House Association, or the Fedwire Transfer System. The rules governing Federal payments through the ACH are contained in 31 CFR Part 210.
(d) Suspension of payment. If the Contractor’s EFT information in SAM is incorrect, then the Government need not make payment to the Contractor under this contract until correct EFT information is entered into SAM; and any invoice or contract financing request shall be deemed not to be a proper invoice for the purpose of prompt payment under this contract. The prompt payment terms of the contract regarding notice of an improper invoice and delays in accrual of interest penalties apply. (e) Liability for uncompleted or erroneous transfers.
(1) If an uncompleted or erroneous transfer occurs because the Government used the Contractor’s EFT information incorrectly, the Government remains responsible for— Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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(i) Making a correct payment;
(ii) Paying any prompt payment penalty due; and
(iii) Recovering any erroneously directed funds.
(2) If an uncompleted or erroneous transfer occurs because the Contractor’s EFT information was incorrect, or was revised within 30 days of Government release of the EFT payment transaction instruction to the Federal Reserve System, and—
(i) If the funds are no longer under the control of the payment office, the Government is deemed to have made payment and the Contractor is responsible for recovery of any erroneously directed funds; or
(ii) If the funds remain under the control of the payment office, the Government shall not make payment, and the provisions of paragraph (d) of this clause shall apply. (f) EFT and prompt payment. A payment shall be deemed to have been made in a timely manner in accordance with the prompt payment terms of this contract if, in the EFT payment transaction instruction released to the Federal Reserve System, the date specified for settlement of the payment is on or before the prompt payment due date, provided the specified payment date is a valid date under the rules of the Federal Reserve System.
(g) EFT and assignment of claims. If the Contractor assigns the proceeds of this contract as provided for in the assignment of claims terms of this contract, the Contractor shall require as a condition of any such assignment, that the assignee shall register separately in SAM and shall be paid by EFT in accordance with the terms of this clause. Notwithstanding any other requirement of this contract, payment to an ultimate recipient other than the Contractor, or a financial institution properly recognized under an assignment of claims pursuant to Subpart 32.8, is not permitted. In all respects, the requirements of this clause shall apply to the assignee as if it were the Contractor. EFT information that shows the ultimate recipient of the transfer to be other than the Contractor, in the absence of a proper assignment of claims acceptable to the Government, is incorrect EFT information within the meaning of paragraph (d) of this clause.
(h) Liability for change of EFT information by financial agent. The Government is not liable for errors resulting from changes to EFT information made by the Contractor’s financial agent. (i) Payment information. The payment or disbursing office shall forward to the Contractor available payment information that is suitable for transmission as of the date of release of the EFT instruction to the Federal Reserve System. The Government may request the Contractor to designate a desired format and method(s) for delivery of payment information from a list of formats and methods the payment office is capable of executing. However, the Government does not guarantee that any particular format or method of delivery is available at any particular payment office and retains the latitude to use the format and delivery method most convenient to the Government. If the Government makes payment by check in accordance with paragraph (a) of this clause, the Government shall mail the payment information to the remittance address contained in SAM. 552.238-107 TRAFFIC RELEASE (SUPPLIES) (MAY 2019)
Supplies ordered by GSA for export will not be shipped by the Contractor until shipping instructions are received from GSA. To obtain shipping instructions, the Contractor shall forward completed copies of GSA Form 1611, Application for Shipping Instructions and Notice of Availability, to the GSA office designated on the purchase order at least 15 days prior to the anticipated shipping date. Copies of GSA Form 1611 will be furnished to the Contractor with the purchase order. Failure to comply with this requirement could result in nonacceptance of the material by authorities at the port of exportation. When supplies for export are ordered by other Government agencies the Contractor should obtain shipping instructions from the ordering agency.

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552.238-86 DELIVERY SCHEDULE (MAY 2019)
(a) Time of delivery. The Contractor shall deliver to destination within the number of calendar days after receipt of order (ARO) in the case of F.O.B. Destination prices; or to place of shipment in transit in the case of F.O.B. Origin prices, as set forth below. Offerors shall insert in the ''Time of Delivery (days ARO)'' column in the schedule of Items a definite number of calendar days within which delivery will be made. In no case shall the offered delivery time exceed the Contractor's normal business practice. The Government requires the Contractor's normal delivery time, as long as it is less than the ''stated'' delivery time(s) shown below. If the Offeror does not insert a delivery time in the schedule of items, the Offeror will be deemed to offer delivery in accordance with the Government's stated delivery time, as stated below [The contracting officer shall insert the solicited items or Special Item Numbers (SIN) as well as a reasonable delivery time that corresponds with each item or SIN, if known]:

Items or group of items (special item no. or nomenclature) ______
Government's stated delivery time (days ARO)
______
Contractor's delivery time
______
(b) Expedited delivery times. For those items that can be delivered quicker than the delivery times in paragraph (a) of this clause, the Offeror is requested to insert below, a time (hours/days ARO) that delivery can be made when expedited delivery is requested.

Items or group of items (special item no. or nomenclature) ______
Expedited delivery time (hours/days ARO)
______
(c) Overnight and 2-Day delivery times. Ordering activities may require overnight or 2-day delivery.

The Offeror is requested to annotate its price list or by separate attachment identify the items that can be delivered overnight or within 2 days. Contractors offering such delivery services will be required to state in the cover sheet to its FSS price list details concerning this service. 552.238-89 DELIVERIES TO THE U.S. POSTAL SERVICE (MAY
2019)
(a) Applicability. This clause applies to orders placed for the U.S. Postal Service (USPS) and accepted by the Contractor for the delivery of supplies to a USPS facility (consignee). (b) Mode/method of transportation. Unless the Contracting Officer grants a waiver of this requirement, any shipment that meets the USPS requirements for mailability (i.e., 70 pounds or less, combined length and girth not more than 108 inches, etc.) delivery shall be accomplished via the use of the USPS.

Other commercial services shall not be used, but this does not preclude the Contractor from making delivery by the use of the Contractor's own vehicles.
(c) Time of delivery. Notwithstanding the required time for delivery to destination as may be specified elsewhere in this contract, if shipments under this clause are mailed not later than five (5) calendar days before the required delivery date, delivery shall be deemed to have been made timely. 552.238-90 CHARACTERISTICS OF ELECTRIC CURRENT (MAY
2019)
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Contractors supplying equipment which uses electrical current are required to supply equipment suitable for the electrical system at the location at which the equipment is to be used as specified on the order.
552.238-91 MARKING AND DOCUMENTATION REQUIREMENTS
FOR SHIPPING (MAY 2019)
(a) Responsibility. It shall be the responsibility of the ordering activity to determine the full marking and documentation requirements necessary under the various methods of shipment authorized by the contract.
(b) Documentation. In the event the ordering activity fails to provide the essential information and documentation, the Contractor shall, within three days after receipt of order, contact the ordering activity and advise them accordingly. The Contractor shall not proceed with any shipment requiring transshipment via U.S. Government facilities without the prerequisites stated in paragraph (c) of this section.
(c) Direct shipments. The Contractor shall mark all items ordered against this contract with indelible ink, paint or fluid, as follows:
(1) Traffic Management or Transportation Officer at FINAL destination. (2) Ordering Supply Account Number.
(3) Account number.
(4) Delivery Order or Purchase Order Number.
(5) National Stock Number, if applicable; or Contractor's item number. (6) Box ______ of ______ Boxes.
(7) Nomenclature (brief description of items).
552.238-92 VENDOR MANAGED INVENTORY (VMI) PROGRAM
(MAY 2019)
(a) The term “Vendor Managed Inventory” describes a system in which the Contractor monitors and maintains specified inventory levels for selected items at designated stocking points. VMI enables the Contractor to plan production and shipping more efficiently. Stocking points benefit from reduced inventory but steady stock levels.
(b) Contractors that commercially provide a VMI-type system may enter into similar partnerships with ordering agencies under a Blanket Purchase Agreement.
552.238-93 ORDER ACKNOWLEDGMENT (MAY 2019)
Contractors shall acknowledge only those orders which state “Order Acknowledgment Required.” These orders shall be acknowledged within 10 calendar days after receipt. Such acknowledgment shall be sent to the ordering activity placing the order and contain information pertinent to the order, including the anticipated delivery date.
552.238-94 ACCELERATED DELIVERY REQUIREMENTS (MAY
2019)
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When the Federal Supply Schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering activity, the ordering activity is encouraged, if time permits, to contact the Contractor for the purpose of obtaining accelerated delivery. The Contractor shall reply to the inquiry within three (3) business days after receipt. (Telephonic replies shall be confirmed by the Contractor in writing.) If the Contractor offers an accelerated delivery time acceptable to the ordering activity, any order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract. 552.238-95 SEPARATE CHARGE FOR PERFORMANCE
ORIENTED PACKAGING (POP) (MAY 2019)
(a) Offerors are requested to list the hazardous material item to which the separate charge applies in the spaces provided in this paragraph or on a separate attachment. The final price shall be quoted separately at the order level and, if considered reasonable, will be accepted as part of the order.

ITEMS
SINS or Descriptive Name of Articles (as
appropriate)
Charge for Performance Oriented
(b) Ordering activities will not be obligated to utilize the Contractor's services for Performance Oriented Packaging, and they may obtain such services elsewhere if desired. However, the Contractor shall provide items in Performance Oriented Packaging when such packing is specified on the delivery order. The Contractor's contract price and the charge for Performance Oriented Packaging will be shown as separate entries on the delivery order.
552.238-96 SEPARATE CHARGE FOR DELIVERY WITHIN
CONSIGNEE'S PREMISES (MAY 2019) 538.273(d)(20)
(a) Offerors are requested to insert, in the spaces provided below or by attachment hereto, a separate charge for “Delivery Within Consignee's Premises” applicable to each shipping container to be shipped. (Articles which are comparable in size and weight, and for which the same charge is applicable, should be grouped under an appropriate item description.) These additional charges will be accepted as part of the award, if considered reasonable, and shall be included in the Contractor's published catalog and/or price list.
(b) Ordering activities are not obligated to issue orders on the basis of “Delivery Within Consignee's Premises,” and Contractors may refuse delivery on that basis provided such refusal is communicated in writing to the ordering activity issuing such orders within 5 days of the receipt of such order by the Contractor and provided further, that delivery is made in accordance with the other delivery requirements of the contract. Failure of the Contractor to submit this notification within the time specified shall constitute acceptance to furnish “Delivery Within Consignee's Premises” at the additional charge awarded. When an ordering activity issues an order on the basis of “Delivery Within Consignee's Premises” at the accepted additional charge awarded and the Contractor accepts such orders on that basis, the Contractor will be obligated to provide delivery “F.o.b. Destination, Within Consignee's Premises” in accordance with FAR 52.247-35, which is then incorporated by reference, with the exception that an additional charge as provided herein is allowed for such services. Unless otherwise stipulated by the Offeror, the additional charges awarded hereunder may be applied to any delivery within the 48 contiguous States and the District of Columbia. (c) When exercising their option to issue orders on the basis of delivery service as provided herein, ordering activities will specify “Delivery Within Consignee's Premises” on the order, and will indicate the exact location to which delivery is to be made. The Contractor's delivery price and the additional Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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charge(s) for “Delivery Within Consignee's Premises” will be shown as separate entries on the order..

ITEMS
(NSNs or Special Item Numbers or Descriptive Name of
Articles)
Additional Charge (Per shipping container)
FOR “DELIVERY WITHIN CONSIGNEE'S PREMISES”
552.238-100 TRANSSHIPMENTS (MAY 2019)
(a) The Contractor shall complete two (2) DD Forms 1387, Military Shipment Labels and, if applicable, four copies of DD Form 1387-2, Special Handling/Data Certification-used when shipping chemicals, dangerous cargo, etc.
(1) Two copies of the DD Form 1387 will be attached to each shipping container delivered to the port Transportation Officer for subsequent transshipment by the Government as otherwise provided for under the terms of this contract.
(2) These forms will be attached to one end and one side, not on the top or bottom, of the container.
(3) The Contractor will complete the bottom line of these forms, which pertains to the number of pieces, weight and cube of each piece, using U.S. weight and cubic measures. Weights will be rounded off to the nearest pound. (One kg = 2.2 U.S. pounds; one cubic meter = 35.3156 cubic feet.)
(b) In addition, if the cargo consists of chemicals, or is dangerous, one copy of the DD Form 1387-2 will be attached to the container, and three copies will be furnished to the Transportation Officer with the Bill of Lading.
(c) Dangerous cargo will not be intermingled with non-dangerous cargo in the same container. (d) Copies of the above forms and preparation instructions will be obtained from the ordering activity issuing the Delivery Order. Reproduced copies of the forms are acceptable. (e) Failure to include DD Form 1387, and DD Form 1387-2, if applicable, on each shipping container will result in rejection of shipment by the port Transportation Officer. 552.238-101 FOREIGN TAXES AND DUTIES (MAY 2019)
Prices offered must be net, delivered, f.o.b. to the destinations accepted by the Government. (a) The Contractor warrants that such prices do not include any tax, duty, customs fees, or other foreign Governmental costs, assessments, or similar charges from which the U.S. Government is exempt. (b) Standard commercial export packaging, including containerization, if necessary, packaging, preservation, and/or marking are included in the pricing offered and accepted by the Government. 552.238-102 ENGLISH LANGUAGE AND U.S. DOLLAR
REQUIREMENTS (MAY 2019)
(a) All documents produced by the Contractor to fulfill requirements of this contract including, but not Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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limited to, Federal Supply Schedule catalogs and price lists, must reflect all terms and conditions in the English language.
(b) U.S. dollar equivalency, if applicable, will be based on the rates published in the “Treasury Reporting Rates of Exchange” in effect as of the date of the agency's purchase order or in effect during the time period specified elsewhere in this contract.
552.238-103 ELECTRONIC COMMERCE (MAY 2019)
(a) General background. The Federal Acquisition Streamlining Act (FASA) of 1994 requires the Government to evolve its acquisition process from one driven by paper to an expedited process based on electronic commerce/electronic data interchange (EC/EDI). EC/EDI encompasses more than merely automating manual processes and eliminating paper transactions. EC/EDI improves business processes (e.g. procurement, finance, logistics) into a fully electronic environment and fundamentally changes the way organizations operate.
(b) Trading partners and Value-Added Networks (VAN's).
(1) Within the electronic commerce architecture, electronic documents (e.g., orders, invoices, etc.) are carried between the Federal Government's procuring office and Contractors (now known as “trading partners”). These transactions are carried by commercial telecommunications companies called Value-Added Networks (VAN's).
(2) EDI can be performed using commercially available hardware, software, and telecommunications. The selection of a VAN is a business decision Contractors must make.

There are many different VAN's which provide a variety of electronic services and different pricing strategies. If the VAN only provides communications services, you may also need a software translation package.
(c) Registration instructions. To perform EDI with the Government, Contractors shall register as a trading partner. Contractors will provide regular business information, banking information, and EDI capabilities to all agencies in this single registration. A central repository of all trading partners is the Systems for Award Management (SAM) http://www.sam.gov. Contractors shall follow the instructions on the SAM website regarding how to register for EDI.
(d) Implementation conventions. All EDI transactions must comply with the Federal Implementation Conventions (ICs). The ICs are available on a registry maintained by the National Institute of Standards and Technology (NIST). It is accessible via the INTERNET at http://www.nist.gov/itl. ICs are available for common business documents such as Purchase Order, Price Sales Catalog, Invoice, Request for Quotes, etc.
(e) Additional information. GSA has additional information available for Contractors who are interested in using EC/EDI on its website, http://www.gsa.gov.
(f) GSA Advantage!®.
(1) GSA Advantage!® uses electronic commerce to receive catalogs, invoices and text messages; and to send purchase orders, application advice, and functional acknowledgments.

GSA Advantage!® enables customers to:
(i) Perform database searches across all contracts by manufacturer; manufacturer's model/part number; Contractor; and generic supply categories. (ii) Generate EDI delivery orders to Contractors, generate EDI delivery orders from the Federal Supply Service to Contractors, or download files to create their own delivery orders.

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(iii) Use the credit card.
(2) GSA Advantage!® may be accessed via the GSA Home Page. The Internet address is:
http://www.gsa.gov.
552.238-104 DISSEMINATION OF INFORMATION BY
CONTRACTOR (MAY 2019)
The Government will provide the Contractor with a single copy of the resulting Federal Supply Schedule contract award documents. However, it is the responsibility of the Contractor to furnish all sales outlets authorized to participate in the performance of the contract with the terms, conditions, pricing schedule, and other appropriate information.
552.238-106 INTERPRETATION OF CONTRACT REQUIREMENTS
(MAY 2019)
No interpretation of any provision of this contract, including applicable specifications, shall be binding on the Government unless furnished or agreed to in writing by the Contracting Officer or his designated representative.
552.238-70 COVER PAGE FOR WORLDWIDE FEDERAL SUPPLY
SCHEDULES (MAY 2019) FOR ALL GEOGRAPHIC AREAS
Solicitation No. 47QSMD20R0001 Refresh 0026
Federal Supply Schedule Contract for All Geographic Areas. (a) Federal Supply Classification (FSC) GROUP: Various
PART: Various
SECTION: Various
SUPPLY: Various
FSC CLASS(ES)/PRODUCT CODE(S)/NAICS: Various
(b) STANDARD INDUSTRY GROUP: Various
SERVICE: Various
SERVICE CODE(S)/NAICS: Various
552.238-79 CANCELLATION (MAY 2019)
Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 calendar days after the other party receives the notice of cancellation. If the Contractor elects to cancel this contract, the Government will not reimburse the minimum guarantee. 552.238-81 PRICE REDUCTIONS (MAY 2019)
(a) Before award of a contract, the Contracting Officer and the Offeror will agree upon (1) the customer (or category of customers) which will be the basis of award, and (2) the Government's price or discount relationship to the identified customer (or category of customers). This relationship shall be maintained throughout the contract period. Any change in the Contractor's commercial pricing or discount arrangement applicable to the identified customer (or category of customers) which disturbs this relationship shall constitute a price reduction.
(b) During the contract period, the Contractor shall report to the Contracting Officer all price reductions to the customer (or category of customers) that was the basis of award. The Contractor's report shall include an explanation of the conditions under which the reductions were made.

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(c) (1) A price reduction shall apply to purchases under this contract if, after the date negotiations conclude, the Contractor
(i) Revises the commercial catalog, pricelist, schedule or other document upon which contract award was predicated to reduce prices;
(ii) Grants more favorable discounts or terms and conditions than those contained in the commercial catalog, pricelist, schedule or other documents upon which contract award was predicated; or
(iii) Grants special discounts to the customer (or category of customers) that formed the basis of award, and the change disturbs the price/discount relationship of the Government to the customer (or category of customers) that was the basis of award. (2) The Contractor shall offer the price reduction to the eligible ordering activity with the same effective date, and for the same time period, as extended to the commercial customer (or category of customers).
(d) There shall be no price reduction for sales —
(1) To commercial customers under firm, fixed-price definite quantity contracts with specified delivery in excess of the maximum order threshold specified in this contract; (2) To Federal agencies;
(3) Made to Eligible Ordering Activities identified in GSAR Clause 552.238-113 when the order is placed under this contract (and the Eligible Ordering Activities identified in GSAR Clause 552.238-113 is the agreed upon customer or category of customer that is the basis of award); or (4) Caused by an error in quotation or billing, provided adequate documentation is furnished by the Contractor to the Contracting Officer.
(e) The Contractor may offer the Contracting Officer a voluntary Governmentwide price reduction at any time during the contract period.
(f) The Contractor shall notify the Contracting Officer of any price reduction subject to this clause as soon as possible, but not later than 15 calendar days after its effective date. (g) The contract will be modified to reflect any price reduction which becomes applicable in accordance with this clause.

Note: Regulation 552.238-81
This clause does not apply to contracts participating in the Transactional Data Reporting (TDR) Pilot. Please refer to clause 552.238-81 Alternate I. 552.238-81 PRICE REDUCTIONS (MAY 2019) (ALTERNATE I -
APR 2014)
(a) The Government may request from the Contractor, and the Contractor may provide to the Government, a temporary or permanent price reduction at any time during the contract period. (b) The Contractor may offer the Contracting Officer a voluntary price reduction at any time during the contract period.

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Note: Regulation 552.238-81
This clause applies to contracts participating in the Transactional Data Reporting (TDR) Pilot.
552.238-83 EXAMINATION OF RECORDS BY GSA (FEDERAL
SUPPLY SCHEDULES) (MAY 2019)
The Contractor agrees that the Administrator of General Services or any duly authorized representative shall have access to and the right to examine any books, documents, papers and records of the contractor involving transactions related to this contract for overbillings, billing errors, compliance with contract clauses 552.238-81, Price Reductions and 552.238-80, Industrial Funding Fee and Sales Reporting. This authority shall expire 3 years after final payment. The basic contract and each option shall be treated as separate contracts for purposes of applying this clause.

Note: Regulation 552.238-83
The types of books, documents, papers and records shall include but are not to be limited to:
- Eligible users of the GSA Sources of Supply and Services, as defined by OGP 4800.2I and/or subsequent orders,
- Basis of Award customers, 552.238-81 Price Reductions, and 552.238-80 Industrial Funding Fee and Sales Reporting,
- Verifying CSP-1 Form accuracy and completeness,
- GSA MAS Contractor Team Arrangements (CTAs), and
- Authorized Dealers incorporated into the MAS contract by the Contracting Officer. 552.238-84 DISCOUNTS FOR PROMPT PAYMENT (MAY 2019)
(a) Discounts for early payment (hereinafter referred to as “discounts” or “the discount”) will be considered in evaluating the relationship of the Offeror's concessions to the Government vis-a-vis the Offeror's concessions to its commercial and Federal non-schedule customers, but only to the extent indicated in this clause.
(b) Discounts will not be considered to determine the low Offeror in the situation described in the “Offers on Identical Products” provision of this solicitation. (c) Uneconomical discounts will not be considered as meeting the criteria for award established by the Government. In this connection, a discount will be considered uneconomical if the annualized rate of return for earning the discount is lower than the “value of funds” rate established by the Department of the Treasury and published quarterly in the Federal Register. The “value of funds” rate applied will be the rate in effect on the date specified for the receipt of offers. (d) Discounts for early payment may be offered either in the original offer or on individual invoices submitted under the resulting contract. Discounts offered will be taken by the ordering activity if payment is made within the discount period specified.
(e) Discounts that are included in offers become a part of the resulting contracts and are binding on the Contractor for all orders placed under the contract. Discounts offered only on individual invoices will be binding on the Contractor only for the particular invoice on which the discount is offered. (f) In connection with any discount offered for prompt payment, time shall be computed from the date Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the date on which an electronic funds transfer was made.
552.238-85 CONTRACTOR'S BILLING RESPONSIBILITIES
(MAY 2019)
(a) The Contractor is required to perform all billings made pursuant to this contract. However, if the Contractor has dealers that participate on the contract and the billing/payment process by the Contractor for sales made by the dealer is a significant administrative burden, the following alternative procedures may be used. Where dealers are allowed by the Contractor to bill ordering activities and accept payment in the Contractor's name, the Contractor agrees to obtain from all dealers participating in the performance of the contract a written agreement, which will require dealers to (1) Comply with the same terms and conditions as the Contractor for sales made under the contract;
(2) Maintain a system of reporting sales under the contract to the manufacturer, which includes (i) The date of sale;
(ii) The ordering activity to which the sale was made;
(iii) The service or supply/model sold;
(iv) The quantity of each service or supply/model sold; (v) The price at which it was sold, including discounts; and (vi) All other significant sales data.
(3) Be subject to audit by the Government, with respect to sales made under the contract; and (4) Place orders and accept payments in the name of the Contractor in care of the dealer. (b) An agreement between a Contractor and its dealers pursuant to this procedure will not establish privity of contract between dealers and the Government. 552.238-87 DELIVERY PRICES (MAY 2019)
(a) Prices offered must cover delivery as provided below to destinations located within the 48 contiguous States and the District of Columbia.
(1) Delivery to the door of the specified Government activity by freight or express common carriers on articles for which store-door delivery is provided, free or subject to a charge, pursuant to regularly published tariffs duly filed with the Federal and/or State regulatory bodies governing such carrier; or, at the option of the Contractor, by parcel post on mailable articles, or by the Contractor's vehicle. Where store-door delivery is subject to a charge, the Contractor shall place the notation “Delivery Service Requested” on bills of lading covering such shipments, and pay such charge and add the actual cost thereof as a separate item to his invoice. (2) Delivery to siding at destinations when specified by the ordering office, if delivery is not covered under paragraph (a)(1) of this section.
(3) Delivery to the freight station nearest destination when delivery is not covered under paragraph (a)(1) or (2) of this section.

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(b) The Offeror shall indicate in the offer whether or not prices submitted cover delivery f.o.b. destination in Alaska, Hawaii, and the Commonwealth of Puerto Rico. (c) When deliveries are made to destinations outside the contiguous 48 States; i.e., Alaska, Hawaii, and the Commonwealth of Puerto Rico, and are not covered by paragraph (b), above, the following conditions will apply:
(1) Delivery will be f.o.b. inland carrier, point of exportation (FAR 52.247-38), with the transportation charges to be paid by the Government from point of exportation to destination in Alaska, Hawaii, or the Commonwealth of Puerto Rico, as designated by the ordering office. The Contractor shall add the actual cost of transportation to destination from the point of exportation in the 48 contiguous States nearest to the designated destination. Such costs will, in all cases, be based upon the lowest regularly established rates on file with the Interstate Commerce Commission, the U.S. Maritime Commission (if shipped by water), or any State regulatory body, or those published by the U.S. Postal Service; and must be supported by paid freight or express receipt or by a statement of parcel post charges including weight of shipment. (2) The right is reserved to ordering agencies to furnish Government bills of lading. 552.238-97 PARTS AND SERVICE (MAY 2019)
(a) For equipment under items listed in the schedule of items or services on which offers are submitted, the Contractor represents by submission of this offer that parts and services (including the performing of warranty or guarantee service) are now available from dealers or distributors serving the areas of ultimate overseas destination or that such facilities will be established and will be maintained throughout the contract period. If a new servicing facility is to be established, the facility shall be established no later than the beginning of the contract period. (b) Each Contractor shall be fully responsible for the services to be performed by the named servicing facilities, or by such facilities to be established, and fully guarantees performance of such services if the original service proves unsatisfactory.
(c) Contractors are requested to provide the Ordering Activity, the names and addresses of all supply and service points maintained in the geographic area in which the Contractor will perform. Please indicate opposite each point whether or not a complete stock of repair parts for items offered is carried at that point, and whether or not mechanical service is available. 552.238-98 CLAUSES FOR OVERSEAS COVERAGE (MAY 2019)
(a) 52.214-34 Submission of Offers in the English Language (b) 52.214-35 Submission of Offers in U.S. Currency
(c) 552.238-90 Characteristics of Electric Current
(d) 552.238-91 Marking and Documentation Requirements Per Shipment (e) 552.238-97 Parts and Service
(f) 552.238-99 Delivery Prices Overseas
(g) 552.238-100 Transshipments
(h) 552.238-101 Foreign Taxes and Duties
(i) 52.247-34 FOB Destination
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(j) 52.247-38 FOB Inland Carrier, Point of Exportation
(k) 52.247-39 FOB Inland Point, Country of Importation
552.238-99 DELIVERY PRICES OVERSEAS (MAY 2019)
(a) Prices offered must cover delivery to destinations as provided as follows:
(1) Direct delivery to consignee. F.O.B. Inland Point, Country of Importation (FAR 52.247-39). (Offeror should indicate countries where direct delivery will be provided.) (2) Delivery to overseas assembly point for transshipment when specified by the ordering activity, if delivery is not covered under paragraph (1), above. (3) Delivery to the overseas port of entry when delivery is not covered under paragraph (a)(1) or (2) of this section.
(b) Geographic area(s)/countries/zones which are intended to be covered must be identified in the offer.

52.216-32 TASK-ORDER AND DELIVERY-ORDER OMBUDSMAN (SEP 2019) (ALT I SEP 2019)
(a) In accordance with 41 U.S.C. 4106(g), the Agency has designated the following task-order and delivery-order Ombudsman for this contract. The Ombudsman must review complaints from the Contractor concerning all task-order and delivery-order actions for this contract and ensure the Contractor is afforded a fair opportunity for consideration in the award of orders, consistent with the procedures in the contract. [Contracting Officer to insert name, address, telephone number, and email address for the Agency Ombudsman or provide the URL address where this information may be found.] (b) Consulting an ombudsman does not alter or postpone the timeline for any other process (e.g., protests).
(c) Before consulting with the Ombudsman, the Contractor is encouraged to first address complaints with the Contracting Officer for resolution. When requested by the Contractor, the Ombudsman may keep the identity of the concerned party or entity confidential, unless prohibited by law or agency procedure. (d) Contracts used by multiple agencies.
(1) This is a contract that is used by multiple agencies. Complaints from Contractors concerning orders placed under contracts used by multiple agencies are primarily reviewed by the task-order and delivery-order Ombudsman for the ordering activity.
(2) The ordering activity has designated the following task-order and delivery-order Ombudsman for this order:

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[The ordering activity's contracting officer to insert the name, address, telephone number, and email address for the ordering activity's Ombudsman or provide the URL address where this information may be found.]
(3) Before consulting with the task-order and delivery-order Ombudsman for the ordering activity, the Contractor is encouraged to first address complaints with the ordering activity's Contracting Officer for resolution. When requested by the Contractor, the task-order and delivery-order Ombudsman for the ordering activity may keep the identity of the concerned party or entity confidential, unless prohibited by law or agency procedure.

End of clause

52.219-13 NOTICE OF SET-ASIDE OF ORDERS (MAR 2020)
(a) The Contracting Officer may set aside orders for the small business concerns identified in 19.000(a)(3). (b) The Contracting Officer will give notice of the order or orders, if any, to be set aside for small business concerns identified in 19.000(a)(3) and the applicable small business program. This notice, and its restrictions, will apply only to the specific orders that have been set aside for any of the small business concerns identified in 19.000(a)(3).

End of clause

52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (MAR
2020)
(a) Definition.
"Small business concern," as used in this clause, means a concern, including its affiliates that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the size standards in this solicitation. (b) Applicability. This clause applies only to —
(1) Contracts that have been totally set aside for small business concerns; and (2) Orders set aside for small business concerns under multiple-award contracts as described in

8.405-5 and 16.505(b)(2)(i)(F).
(c) General.
(1) Offers are solicited only from small business concerns. Offers received from concerns that are not small business concerns shall be considered nonresponsive and will be rejected. (2) Any award resulting from this solicitation will be made to a small business concern.

End of clause
552.238-77 SUBMISSION AND DISTRIBUTION OF AUTHORIZED
FEDERAL SUPPLY SCHEDULE PRICE LISTS (MAR 2020)
(a) The Contractor shall submit its Authorized Federal Supply Schedule Price List on a common-use electronic medium as prescribed by GSA. Some structured data entry in a prescribed format may be Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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required.
(b) Eligible ordering activities will utilize GSA’s online shopping and ordering system to review a Contractors’ price lists.

End of clause
Note: Regulation 552.238-77
Contractors must follow the detailed guidance and requirements provided in the Requirements after getting a MAS contract page
(https://www.gsa.gov/buy-through-us/purchasing-programs/multiple-award-schedule/help -with-mas-contracts-to-sell-to-government/requirements
-after-getting-a-mas-contract?gsaredirect=mascontractrequirements) when submitting electronic data for inclusion on the GSA Advantage! website.

52.202-1 DEFINITIONS (JUN 2020)
When a solicitation provision or contract clause uses a word or term that is defined in the Federal Acquisition Regulation (FAR), the word or term has the same meaning as the definition in FAR 2.101 in effect at the time the solicitation was issued, unless-
(a) The solicitation, or amended solicitation, provides a different definition; (b) The contracting parties agree to a different definition; (c) The part, subpart, or section of the FAR where the provision or clause is prescribed provides a different meaning;
(d) The word or term is defined in FAR part 31, for use in the cost principles and procedures; or (e) The word or term defines an acquisition-related threshold, and if the threshold is adjusted for inflation as set forth in FAR 1.109(a), then the changed threshold applies throughout the remaining term of the contract, unless there is a subsequent threshold adjustment; see FAR 1.109(d).

52.204-10 REPORTING EXECUTIVE COMPENSATION AND
FIRST-TIER SUBCONTRACT AWARDS (JUN 2020)
(a) Definitions. As used in this clause:
“Executive” means officers, managing partners, or any other employees in management positions. “First-tier subcontract” means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor’s supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor’s general and administrative expenses or indirect costs. “Month of award” means the month in which a contract is signed by the Contracting Officer or the month in which a first-tier subcontract is signed by the Contractor. “Total compensation” means the cash and noncash dollar value earned by the executive during the Contractor’s preceding fiscal year and includes the following (for more information see 17 CFR Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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229.402(c)(2)):
(1) Salary and bonus.
(2) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC) 718, Compensation-Stock Compensation.
(3) Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. (4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.
(5) Above-market earnings on deferred compensation which is not tax-qualified. (6) Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.
(b) Section 2(d)(2) of the Federal Funding Accountability and Transparency Act of 2006 (Pub. L. 109-282), as amended by section 6202 of the Government Funding Transparency Act of 2008 (Pub. L. 110-252), requires the Contractor to report information on subcontract awards. The law requires all reported information be made public, therefore, the Contractor is responsible for notifying its subcontractors that the required information will be made public. (c) Nothing in this clause requires the disclosure of classified information. (d) (1) Executive compensation of the prime contractor. As a part of its annual registration requirement in the System for Award Management (SAM) database (Federal Acquisition Regulation (FAR) provision 52.204-7), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for its preceding completed fiscal year, if –
(i) In the Contractor’s preceding fiscal year, the Contractor received – (A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and
(B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and
(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.).
(2) First-tier subcontract information. Unless otherwise directed by the Contracting Officer, or as provided in paragraph (g) of this clause, by the end of the month following the month of award of a first-tier subcontract valued at or above the threshold specified in FAR 4.1403(a) on the date of subcontract award, the Contractor shall report the following information at http://www.fsrs.gov for that first-tier subcontract. (The Contractor shall follow the instructions at http://www.fsrs.gov Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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to report the data.)
(i) Unique entity identifier for the subcontractor receiving the award and for the subcontractor’s parent company, if the subcontractor has a parent company. (ii) Name of the subcontractor.
(iii) Amount of the subcontract award.
(iv) Date of the subcontract award.
(v) A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results of the subcontract.
(vi) Subcontract number (the subcontract number assigned by the Contractor). (vii) Subcontractor’s physical address including street address, city, state, and country.

Also include the nine-digit zip code and congressional district. (viii) Subcontractor’s primary performance location including street address, city, state, and country. Also include the nine-digit zip code and congressional district. (ix) The prime contract number, and order number if applicable. (x) Awarding agency name and code.
(xi) Funding agency name and code.
(xii) Government contracting office code.
(xiii) Treasury account symbol (TAS) as reported in FPDS. (xiv) The applicable North American Industry Classification System code (NAICS). (3) Executive compensation of the first-tier subcontractor. Unless otherwise directed by the Contracting Officer, by the end of the month following the month of award of a first-tier subcontract valued at or above the threshold specified in FAR 4.1403(a) on the date of subcontract award, and annually thereafter (calculated from the prime contract award date), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for that first-tier subcontractor for the first-tier subcontractor’s preceding completed fiscal year at http://www.fsrs.gov, if -
(i) In the subcontractor’s preceding fiscal year, the subcontractor received – (A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and
(B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.)
(e) The Contractor shall not split or break down first-tier subcontract awards to a value below the threshold specified in FAR 4.1403(a), on the date of subcontract award to avoid the reporting requirements in paragraph (d) of this clause.

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(f) The Contractor is required to report information on a first-tier subcontract covered by paragraph (d) when the subcontract is awarded. Continued reporting on the same subcontract is not required unless one of the reported data elements changes during the performance of the subcontract. The Contractor is not required to make further reports after the first-tier subcontract expires. (g) (1) If the Contractor in the previous tax year had gross income, from all sources, under $300,000, the Contractor is exempt from the requirement to report subcontractor awards. (2) If a subcontractor in the previous tax year had gross income from all sources under $300,000, the Contractor does not need to report awards for that subcontractor. (h) The FSRS database at http://www.fsrs.gov will be prepopulated with some information from SAM and FPDS databases. If FPDS information is incorrect, the contractor should notify the contracting officer. If the SAM database information is incorrect, the contractor is responsible for correcting this information.

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE
MAINTENANCE (AUG 2020)
(a) Definition. As used in this clauseCommercial and Government Entity (CAGE) code means- (1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity by unique location; or (2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.
(b) Contractors shall ensure that the CAGE code is maintained throughout the life of the contract for each location of contract, including subcontract, performance. For contractors registered in the System for Award Management (SAM), the DLA Commercial and Government Entity (CAGE) Branch shall only modify data received from SAM in the CAGE master file if the contractor initiates those changes via update of its SAM registration. Contractors undergoing a novation or change-of-name agreement shall notify the contracting officer in accordance with subpart 42.12. The contractor shall communicate any change to the CAGE code to the contracting officer within 30 days after the change, so that a modification can be issued to update the CAGE code on the contract. (c) Contractors located in the United States or its outlying areas that are not registered in SAM shall submit written change requests to the DLA Commercial and Government Entity (CAGE) Branch.

Requests for changes shall be provided at https://cage.dla.mil. Change requests to the CAGE master file are accepted from the entity identified by the code.
(d) Contractors located outside the United States and its outlying areas that are not registered in SAM shall contact the appropriate National Codification Bureau (points of contact available at http://www.nato.int/structur/AC/135/main/links/contacts.htm) or NSPA at https://eportal.nspa.nato.int/AC135Public/scage/CageList.aspx to request CAGE changes. (e) Additional guidance for maintaining CAGE codes is available at https://cage.dla.mil. (f) If the contract includes Federal Acquisition Regulation clause 52.204-2, Security Requirements, the contractor shall ensure that subcontractors maintain their CAGE code(s) throughout the life of the contract.

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52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH
DISABILITIES (JUN 2020)
(a) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60– 741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities. (b) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of the threshold specified in Federal Acquisition Regulation (FAR) 22.1408(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

52.222-35 EQUAL OPPORTUNITY FOR VETERANS (JUN 2020)
(a) Definitions. As used in this clause -
“Active duty wartime or campaign badge veteran,” “Armed Forces service medal veteran,” “disabled veteran,” “protected veteran,” “qualified disabled veteran,” and “recently separated veteran” have the meanings given at Federal Acquisition Regulation (FAR) 22.1301. (b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60–300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans.
(c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts valued at or above the threshold specified in FAR 22.1303(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

52.222-37 EMPLOYMENT REPORTS ON VETERANS (JUN 2020)
(a) Definitions. As used in this clause, “active duty wartime or campaign badge veteran,” “Armed Forces service medal veteran,” “disabled veteran,” “protected veteran,” and “recently separated veteran,” have the meanings given in Federal Acquisition Regulation (FAR) 22.1301. (b) Unless the Contractor is a State or local government agency, the Contractor shall report at least annually, as required by the Secretary of Labor, on-
(1) The total number of employees in the contractor’s workforce, by job category and hiring location, who are protected veterans (i.e., active duty wartime or campaign badge veterans, Armed Forces service medal veterans, disabled veterans, and recently separated veterans); (2) The total number of new employees hired during the period covered by the report, and of the total, the number of protected veterans (i.e., active duty wartime or campaign badge veterans, Armed Forces service medal veterans, disabled veterans, and recently separated veterans); and (3) The maximum number and minimum number of employees of the Contractor or subcontractor at each hiring location during the period covered by the report.

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(c) The Contractor shall report the above items by filing the VETS–4212 “Federal Contractor Veterans’ Employment Report” (see “VETS–4212 Federal Contractor Reporting” and “Filing Your VETS–4212 Report” at http://www.dol.gov/vets/vets4212.htm).
(d) The Contractor shall file VETS-4212 Reports no later than September 30 of each year. (e) The employment activity report required by paragraphs (b)(2) and (b)(3) of this clause shall reflect total new hires, and maximum and minimum number of employees, during the most recent 12–month period preceding the ending date selected for the report. Contractors may select an ending date- (1) As of the end of any pay period between July 1 and August 31 of the year the report is due; or (2) As of December 31, if the Contractor has prior written approval from the Equal Employment Opportunity Commission to do so for purposes of submitting the Employer Information Report EEO-1 (Standard Form 100).
(f) The number of veterans reported must be based on data known to the contractor when completing the VETS-4212. The contractor’s knowledge of veterans status may be obtained in a variety of ways, including an invitation to applicants to self-identify (in accordance with 41 CFR 60-300.42), voluntary self-disclosure by employees, or actual knowledge of veteran status by the contractor. This paragraph does not relieve an employer of liability for discrimination under 38 U.S.C. 4212. (g) The Contractor shall insert the terms of this clause in subcontracts valued at or above the threshold specified in FAR 22.1303(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary of Labor.

52.225-19 Contractor Personnel in a Designated Operational Area or Supporting a Diplomatic or Consular Mission Outside the United States (MaY 2020)
(a) Definitions. As used in this clause--
Chief of mission means the principal officer in charge of a diplomatic mission of the United States or of a United States office abroad which is designated by the Secretary of State as diplomatic in nature, including any individual assigned under section 502(c) of the Foreign Service Act of 1980 (Pub. L. 96-465) to be temporarily in charge of such a mission or office.

Combatant commander means the commander of a unified or specified combatant command established in accordance with 10 U.S.C. 161. Designated operational area means a geographic area designated by the combatant commander or subordinate joint force commander for the conduct or support of specified military operations.

Supporting a diplomatic or consular mission means performing outside the United States under a contract administered by Federal agency personnel who are subject to the direction of a chief of mission.
(b) General.
(1) This clause applies when Contractor personnel are required to perform outside the United States--
(i) In a designated operational area during--
(A) Contingency operations;
(B) Humanitarian or peacekeeping operations; or
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(C) Other military operations; or military exercises, when designated by the Combatant Commander; or
(ii) When supporting a diplomatic or consular mission-- (A) That has been designated by the Department of State as a danger pay post (see https://aoprals.state.gov/); or
(B) That the Contracting Officer has indicated is subject to this clause. (2) Contract performance may require work in dangerous or austere conditions. Except as otherwise provided in the contract, the Contractor accepts the risks associated with required contract performance in such operations.
(3) Contractor personnel are civilians.
(i) Except as provided in paragraph (b)(3)(ii) of this clause, and in accordance with paragraph (i)(3) of this clause, Contractor personnel are only authorized to use deadly force in self-defense.
(ii) Contractor personnel performing security functions are also authorized to use deadly force when use of such force reasonably appears necessary to execute their security mission to protect assets/persons, consistent with the terms and conditions contained in the contract or with their job description and terms of employment. (4) Service performed by Contractor personnel subject to this clause is not active duty or service under 38 U.S.C. 106 note.
(c) Support. Unless specified elsewhere in the contract, the Contractor is responsible for all logistical and security support required for Contractor personnel engaged in this contract. (d) Compliance with laws and regulations. The Contractor shall comply with, and shall ensure that its personnel in the designated operational area or supporting the diplomatic or consular mission are familiar with and comply with, all applicable--
(1) United States, host country, and third country national laws; (2) Treaties and international agreements;
(3) United States regulations, directives, instructions, policies, and procedures; and (4) Force protection, security, health, or safety orders, directives, and instructions issued by the Chief of Mission or the Combatant Commander; however, only the Contracting Officer is authorized to modify the terms and conditions of the contract. (e) Preliminary personnel requirements.
(1) Specific requirements for paragraphs (e)(2)(i) through (e)(2)(vi) of this clause will be set forth in the statement of work, or elsewhere in the contract. (2) Before Contractor personnel depart from the United States or a third country, and before Contractor personnel residing in the host country begin contract performance in the designated operational area or supporting the diplomatic or consular mission, the Contractor shall ensure the following:
(i) All required security and background checks are complete and acceptable.

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(ii) All personnel are medically and physically fit and have received all required vaccinations.
(iii) All personnel have all necessary passports, visas, entry permits, and other documents required for Contractor personnel to enter and exit the foreign country, including those required for in-transit countries.
(iv) All personnel have received--
(A) A country clearance or special area clearance, if required by the chief of mission; and
(B) Theater clearance, if required by the Combatant Commander. (v) All personnel have received personal security training. The training must at a minimum--
(A) Cover safety and security issues facing employees overseas; (B) Identify safety and security contingency planning activities; and (C) Identify ways to utilize safety and security personnel and other resources appropriately.
(vi) All personnel have received isolated personnel training, if specified in the contract.

Isolated personnel are military or civilian personnel separated from their unit or organization in an environment requiring them to survive, evade, or escape while awaiting rescue or recovery.
(vii) All personnel who are U.S. citizens are registered with the U.S. Embassy or Consulate with jurisdiction over the area of operations on-line at http://www.travel.state.gov.
(3) The Contractor shall notify all personnel who are not a host country national or ordinarily resident in the host country that--
(i) If this contract is with the Department of Defense, or the contract relates to supporting the mission of the Department of Defense outside the United States, such employees, and dependents residing with such employees, who engage in conduct outside the United States that would constitute an offense punishable by imprisonment for more than one year if the conduct had been engaged in within the special maritime and territorial jurisdiction of the United States, may potentially be subject to the criminal jurisdiction of the United States (see the Military Extraterritorial Jurisdiction Act of 2000 (18 U.S.C. 3261 et seq.);
(ii) Pursuant to the War Crimes Act, 18 U.S.C. 2441, Federal criminal jurisdiction also extends to conduct that is determined to constitute a war crime when committed by a civilian national of the United States; and
(iii) Other laws may provide for prosecution of U.S. nationals who commit offenses on the premises of United States diplomatic, consular, military or other United States Government missions outside the United States (18 U.S.C. 7(9)). (f) Processing and departure points. The Contractor shall require its personnel who are arriving from outside the area of performance to perform in the designated operational area or supporting the diplomatic or consular mission to--
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(1) Process through the departure center designated in the contract or complete another process as directed by the Contracting Officer;
(2) Use a specific point of departure and transportation mode as directed by the Contracting Officer; and
(3) Process through a reception center as designated by the Contracting Officer upon arrival at the place of performance.
(g) Personnel data.
(1) Unless personnel data requirements are otherwise specified in the contract, the Contractor shall establish and maintain with the designated Government official a current list of all Contractor personnel in the areas of performance. The Contracting Officer will inform the Contractor of the Government official designated to receive this data and the appropriate system to use for this effort.
(2) The Contractor shall ensure that all employees on this list have a current record of emergency data, for notification of next of kin, on file with both the Contractor and the designated Government official.
(h) Contractor personnel. The Contracting Officer may direct the Contractor, at its own expense, to remove and replace any Contractor personnel who fail to comply with or violate applicable requirements of this contract. Such action may be taken at the Government's discretion without prejudice to its rights under any other provision of this contract, including termination for default or cause.
(i) Weapons.
(1) If the Contracting Officer, subject to the approval of the Combatant Commander or the Chief of Mission, authorizes the carrying of weapons--
(i) The Contracting Officer may authorize an approved Contractor to issue Contractor-owned weapons and ammunition to specified employees; or (ii) The To be determined at the task order level [Contracting Officer to specify individual, e.g., Contracting Officer Representative, Regional Security Officer, etc,] may issue Government-furnished weapons and ammunition to the Contractor for issuance to specified Contractor employees.
(2) The Contractor shall provide to the Contracting Officer a specific list of personnel for whom authorization to carry a weapon is requested.
(3) The Contractor shall ensure that its personnel who are authorized to carry weapons-- (i) Are adequately trained to carry and use them--
(A) Safely;
(B) With full understanding of, and adherence to, the rules of the use of force issued by the Combatant Commander or the Chief of Mission; and (C) In compliance with applicable agency policies, agreements, rules, regulations, and other applicable law;
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(iii) Adhere to all guidance and orders issued by the Combatant Commander or the Chief of Mission regarding possession, use, safety, and accountability of weapons and ammunition.
(4) Upon revocation by the Contracting Officer of the Contractor's authorization to possess weapons, the Contractor shall ensure that all Government-furnished weapons and unexpended ammunition are returned as directed by the Contracting Officer. (5) Whether or not weapons are Government-furnished, all liability for the use of any weapon by Contractor personnel rests solely with the Contractor and the Contractor employee using such weapon.
(j) Vehicle or equipment licenses. Contractor personnel shall possess the required licenses to operate all vehicles or equipment necessary to perform the contract in the area of performance. (k) Military clothing and protective equipment.
(1) Contractor personnel are prohibited from wearing military clothing unless specifically authorized by the Combatant Commander. If authorized to wear military clothing, Contractor personnel must wear distinctive patches, armbands, nametags, or headgear, in order to be distinguishable from military personnel, consistent with force protection measures. (2) Contractor personnel may wear specific items required for safety and security, such as ballistic, nuclear, biological, or chemical protective equipment. (l) Evacuation.
(1) If the Chief of Mission or Combatant Commander orders a mandatory evacuation of some or all personnel, the Government will provide to United States and third country national Contractor personnel the level of assistance provided to private United States citizens. (2) In the event of a non-mandatory evacuation order, the Contractor shall maintain personnel on location sufficient to meet contractual obligations unless instructed to evacuate by the Contracting Officer.
(m) Personnel recovery.
(1) In the case of isolated, missing, detained, captured or abducted Contractor personnel, the Government will assist in personnel recovery actions.
(2) Personnel recovery may occur through military action, action by non-governmental organizations, other Government-approved action, diplomatic initiatives, or through any combination of these options.
(3) The Department of Defense has primary responsibility for recovering DoD contract service employees and, when requested, will provide personnel recovery support to other agencies in accordance with DoD Directive 2310.2, Personnel Recovery. (n) Notification and return of personal effects.
(1) The Contractor shall be responsible for notification of the employee-designated next of kin, and notification as soon as possible to the U.S. Consul responsible for the area in which the event occurred, if the employee--
(i) Dies;
(ii) Requires evacuation due to an injury; or
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(iii) Is isolated, missing, detained, captured, or abducted. (2) The Contractor shall also be responsible for the return of all personal effects of deceased or missing Contractor personnel, if appropriate, to next of kin. (o) Mortuary affairs. Mortuary affairs for Contractor personnel who die in the area of performance will be handled as follows:
(1) If this contract was awarded by DoD, the remains of Contractor personnel will be handled in accordance with DoD Directive 1300.22, Mortuary Affairs Policy. (2) (i) If this contract was awarded by an agency other than DoD, the Contractor is responsible for the return of the remains of Contractor personnel from the point of identification of the remains to the location specified by the employee or next of kin, as applicable, except as provided in paragraph (o)(2)(ii) of this clause. (ii) In accordance with 10 U.S.C. 1486, the Department of Defense may provide, on a reimbursable basis, mortuary support for the disposition of remains and personal effects of all U.S. citizens upon the request of the Department of State. (p) Changes. In addition to the changes otherwise authorized by the Changes clause of this contract, the Contracting Officer may, at any time, by written order identified as a change order, make changes in place of performance or Government-furnished facilities, equipment, material, services, or site. Any change order issued in accordance with this paragraph shall be subject to the provisions of the Changes clause of this contract.
(q) Subcontracts. The Contractor shall incorporate the substance of this clause, including this paragraph (q), in all subcontracts that require subcontractor personnel to perform outside the United States-- (1) In a designated operational area during--
(i) Contingency operations;
(ii) Humanitarian or peacekeeping operations;or
(iii) Other military operations; or military exercises, when designated by the Combatant Commander; or
(2) When supporting a diplomatic or consular mission--
(i) That has been designated by the Department of State as a danger pay post (see https://aoprals.state.gov/);or
(ii) That the Contracting Officer has indicated is subject to this clause.

52.216-18 ORDERING (AUG 2020)
(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from TBD through TBD.
(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control. (c) A delivery order or task order is considered “issued” when-- Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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(1) If sent by mail (includes transmittal by U.S. mail or private delivery service), the Government deposits the order in the mail;
(2) If sent by fax, the Government transmits the order to the Contractor's fax number; or (3) If sent electronically, the Government either--
(i) Posts a copy of the delivery order or task order to a Government document access system, and notice is sent to the Contractor; or
(ii) Distributes the delivery order or task order via email to the Contractor's email address. (d) Orders may be issued by methods other than those enumerated in this clause only if authorized in the contract.

52.228-3 WORKER’S COMPENSATION INSURANCE (DEFENSE BASE ACT) (JUL 2014)
(a) The Contractor shall
(1) Before commencing performance under this contract, establish provisions to provide for the payment of disability compensation and medical benefits to covered employees and death benefits to their eligible survivors, by purchasing workers’ compensation insurance or qualifying as a self-insurer under the Longshore and Harbor Workers’ Compensation Act (33 U.S.C. 932) as extended by the Defense Base Act (42 U.S.C.1651, etseq.), and continue to maintain provisions to provide such Defense Base Act benefits until contract performance is completed; (2) Within ten days of an employee’s injury or death or from the date the Contractor has knowledge of the injury or death, submit Form LS-202 (Employee’s First Report of Injury or Occupational Illness) to the Department of Labor in accordance with the Longshore and Harbor Workers’ Compensation Act (33 U.S.C. 930(a), 20 CFR 702.201 to 702.203); (3) Pay all compensation due for disability or death within the time frames required by the Longshore and Harbor Workers’ Compensation Act (33 U.S.C. 914, 20 CFR 702.231 and 703.232); (4) Provide for medical care as required by the Longshore and Harbor Workers’ Compensation Act (33 U.S.C. 907, 20 CFR 702.402 and 702.419);
(5) If controverting the right to compensation, submit Form LS-207 (Notice of Controversion of Right to Compensation) to the Department of Labor in accordance with the Longshore and Harbor Workers’ Compensation Act (33 U.S.C. 914(d), 20 CFR 702.251); (6) Immediately upon making the first payment of compensation in any case, submit Form LS-206 (Payment Of Compensation Without Award) to the Department of Labor in accordance with the Longshore and Harbor Workers’ Compensation Act (33 U.S.C. 914(c), 20 CFR 702.234); (7) When payments are suspended or when making the final payment, submit Form LS-208 (Notice of Final Payment or Suspension of Compensation Payments) to the Department of Labor in accordance with the Longshore and Harbor Workers’ Compensation Act (33 U.S.C. 914(c) and (g), 20 CFR 702.234 and 702.235); and
(8) Adhere to all other provisions of the Longshore and Harbor Workers’ Compensation Act as extended by the Defense Base Act, and Department of Labor regulations at 20 CFR Parts 701 to 704.
(b) For additional information on the Longshore and Harbor Workers’ Compensation Act requirements see http://www.dol.gov/owcp/dlhwc/lsdba.htm.
(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts to which the Defense Base Act applies.
(End of clause)
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(Note: This is an FSS reproduction using word processing software) STANDARD FORM 1449 (10-95) (BACK)

52.204-2 SECURITY REQUIREMENTS (MAR 2021)
(a) This clause applies to the extent that this contract involves access to information classified “Confidential,” “Secret,” or “Top Secret.”
(b) The Contractor shall comply with –
(1) The Security Agreement (DD Form 441), including the National Industrial Security Program Operating Manual (32 CFR part 117); and
(2) Any revisions to that manual, notice of which has been furnished to the Contractor. (c) If, subsequent to the date of this contract, the security classification or security requirements under this contract are changed by the Government and if the changes cause an increase or decrease in security costs or otherwise affect any other term or condition of this contract, the contract shall be subject to an equitable adjustment as if the changes were directed under the Changes clause of this contract.
(d) The Contractor agrees to insert terms that conform substantially to the language of this clause, including this paragraph (d) but excluding any reference to the Changes clause of this contract, in all subcontracts under this contract that involve access to classified information.

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES
(FEB 2021)
(a) Except as authorized by the Office of Foreign Assets Control (OFAC) in the Department of the Treasury, the Contractor shall not acquire, for use in the performance of this contract, any supplies or services if any proclamation, Executive order, or statute administered by OFAC, or if OFAC’s implementing regulations at 31 CFR chapter V, would prohibit such a transaction by a person subject to the jurisdiction of the United States.
(b) Except as authorized by OFAC, most transactions involving Cuba, Iran, and Sudan are prohibited, as are most imports from Burma or North Korea, into the United States or its outlying areas. Lists of entities and individuals subject to economic sanctions are included in OFAC’s List of Specially Designated Nationals and Blocked Persons at https://home.treasury.gov/policy-issues/ financial-sanctions/specially-designated-nationals-and-blocked-persons-list-sdn-human-readable-lists.

More information about these restrictions, as well as updates, is available in the OFAC’s regulations at 31 CFR chapter V and/or on OFAC’s Web site at https://home.treasury.gov/policy-issues/ office-of-foreign-assets-control-sanctions-programs-and-information. (c) The Contractor shall insert this clause, including this paragraph (c), in all subcontracts. 552.238-80 INDUSTRIAL FUNDING FEE AND SALES REPORTING (JUL 2020)
(a) Reporting of Federal Supply Schedule Sales. The Contractor shall report all contract sales under this contract as follows:
(1) The Contractor shall accurately report the dollar value, in U.S. dollars and rounded to the nearest whole dollar, of all sales under this contract by calendar quarter (January 1-March 31, April 1- June 30, July 1-September 30, and October 1-December 31). The dollar value of a sale is the price paid by the Schedule user for products and services on a Schedule task or delivery order.

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shall maintain a consistent accounting method of sales reporting, based on the Contractor's established commercial accounting practice. The acceptable points at which sales may be reported include–
(i) Receipt of order;
(ii) Shipment or delivery, as applicable;
(iii) Issuance of an invoice; or
(iv) Payment.
(2) Contract sales shall be reported to Federal Acquisition Services (FAS) within 30 calendar days following the completion of each reporting quarter. The Contractor shall continue to furnish quarterly reports, including “zero” sales, through physical completion of the last outstanding task order or delivery order of the contract.
(3) ) Reportable sales under the contract are those resulting from sales of contract items to authorized users unless the purchase was conducted pursuant to a separate contracting authority such as a Governmentwide Acquisition Contract (GWAC); a separately awarded FAR Part 12, FAR Part 13, FAR Part 14, or FAR Part 15 procurement; or a non-FAR contract. Sales made to state and local governments under Cooperative Purchasing authority shall be counted as reportable sales for IFF purposes.
(4) The Contractor shall electronically report the quarterly dollar value of sales, including “zero” sales, by utilizing the automated reporting system at an Internet website designated by the General Services Administration (GSA)’s Federal Acquisition Service (FAS). Prior to using this automated system, the Contractor shall complete contract registration with the FAS Vendor Support Center (VSC). The website address, as well as registration instructions and reporting procedures, will be provided at the time of award. The Contractor shall report sales separately for each National Stock Number (NSN), Special Item Number (SIN), or sub-item. (5) The Contractor shall convert the total value of sales made in foreign currency to U.S. dollars using the “Treasury Reporting Rates of Exchange” issued by the U.S. Department of Treasury, Financial Management Service. The Contractor shall use the issue of the Treasury report in effect on the last day of the calendar quarter. The report is available from Financial Management Service, International Funds Branch, Telephone: (202) 874-7994, Internet:
http://www.fiscal.treasury.gov/fsreports/rpt/treasRptRateExch/treasRptRateExch_home.htm. (b) The Contractor shall remit the IFF at the rate set by GSA’s FAS. (1) The Contractor shall remit the IFF to FAS in U.S. dollars within 30 calendar days after the end of the reporting quarter; final payment shall be remitted within 30 days after physical completion of the last outstanding task order or delivery order of the contract. (2) The IFF represents a percentage of the total quarterly sales reported. This percentage is set at the discretion of GSA's FAS. GSA's FAS has the unilateral right to change the percentage at any time, but not more than once per year. FAS will provide reasonable notice prior to the effective date of the change. The IFF reimburses FAS for the costs of operating the Federal Supply Schedules Program. FAS recoups its operating costs from ordering activities as set forth in 40 U.S.C. 321: Acquisition Services Fund. Net operating revenues generated by the IFF are also applied to fund initiatives benefitting other authorized FAS programs, in accordance with 40 U.S.C. 321. Offerors must include the IFF in their prices. The fee is included in the award price(s) and reflected in the total amount charged to ordering activities. FAS will post notice of the current IFF at https://srp.fas.gsa.gov/ or successor website as appropriate. (c) Within 60 days of award, an FAS representative will provide the Contractor with specific written procedural instructions on remitting the IFF. FAS reserves the unilateral right to change such Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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instructions from time to time, following notification to the Contractor. (d) Failure to remit the full amount of the IFF within 30 calendar days after the end of the applicable reporting period constitutes a contract debt to the United States Government under the terms of FAR Subpart 32.6. The Government may exercise all rights under the Debt Collection Improvement Act of 1996, including withholding or setting off payments and interest on the debt (see FAR clause

52.232-17, Interest). Should the Contractor fail to submit the required sales reports, falsify them, or fail to timely pay the IFF, this is sufficient cause for the Government to terminate the contract for cause.

End of Clause
Note: Regulation 552.238-80
FSS contractors are required to report sales and remit IFF for Schedule items sold via FedMall, just as they would for any other Schedule sale. FedMall sales of Schedule items are treated no differently than sales earned via GSA Advantage! or from orders directly placed by an ordering activity.

This clause does not apply to contracts participating in the Transactional Data Reporting (TDR) Pilot. Please refer to clause 552.238-80 Alternate I.

52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND
MATERIAL SAFETY DATA (FEB 2021) (ALTERNATE I - JUL 1995) (a) Hazardous material, as used in this clause, includes any material defined as hazardous under the latest version of Federal Standard No. 313 (including revisions adopted during the term of the contract). (b) The offeror must list any hazardous material, as defined in paragraph (a) of this clause, to be delivered under this contract. The hazardous material shall be properly identified and include any applicable identification number, such as National Stock Number or Special Item Number. This information shall also be included on the Material Safety Data Sheet submitted under this contract.

Material (if none insert
None)
Identification No.
(c) This list must be updated during performance of the contract whenever the Contractor determines that any other material to be delivered under this contract is hazardous. (d) The apparently successful offeror agrees to submit, for each item as required prior to award, a Material Safety Data Sheet, meeting the requirements of 29 CFR 1910.1200(g) and the latest version of Federal Standard No. 313, for all hazardous material identified in paragraph (b) of this clause. Data shall be submitted in accordance with Federal Standard No. 313, whether or not the apparently successful offeror is the actual manufacturer of these items. Failure to submit the Material Safety Data Sheet prior to award may result in the apparently successful offeror being considered nonresponsible and ineligible for award.
(e) If, after award, there is a change in the composition of the item(s) or a revision to Federal Standard No. 313, which renders incomplete or inaccurate the data submitted under paragraph (d) of this clause, the Contractor shall promptly notify the Contracting Officer and resubmit the data.

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(f) Neither the requirements of this clause nor any act or failure to act by the Government shall relieve the Contractor of any responsibility or liability for the safety of Government, Contractor, or subcontractor personnel or property.
(g) Nothing contained in this clause shall relieve the Contractor from complying with applicable Federal, State, and local laws, codes, ordinances, and regulations (including the obtaining of licenses and permits) in connection with hazardous material.
(h) The Government's rights in data furnished under this contract with respect to hazardous material are as follows:
(1) To use, duplicate and disclose any data to which this clause is applicable. The purposes of this right are to—
(i) Apprise personnel of the hazards to which they may be exposed in using, handling, packaging, transporting, or disposing of hazardous materials; (ii) Obtain medical treatment for those affected by the material; and (iii) Have others use, duplicate, and disclose the data for the Government for these purposes.
(2) To use, duplicate, and disclose data furnished under this clause, in accordance with subparagraph (h)(1) of this clause, in precedence over any other clause of this contract providing for rights in data.
(3) The Government is not precluded from using similar or identical data acquired from other sources.
(i) Except as provided in paragraph (i)(2) the Contractor shall prepare and submit a sufficient number of Material Safety Data Sheets (MSDS's), meeting the requirements of 29 CFR 1910.1200(g) and the latest version of Federal Standard No. 313, for all hazardous materials identified in paragraph (b) of this clause.
(1) For items shipped to consignees, the Contractor shall include a copy of the MSDS with the packing list or other suitable shipping document which accompanies each shipment.

Alternatively, the Contractor is permitted to transmit MSDS's to consignees in advance of receipt of shipments by consignees, if authorized in writing by the Contracting Officer. (2) For items shipped to consignees identified by mailing address as agency depots, distribution centers or customer supply centers, the Contractor shall provide one copy of the MSDS's in or on each shipping container. If affixed to the outside of each container, the MSDS must be placed in a weather resistant envelope.

Note: Regulation 52.223-3
Safety Data Sheets, hazardous material labels and other relevant data should not be submitted to the MAS Contracting Officer. This information should be provided directly to the ordering activity in accordance with this clause.
552.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (NOV 2021)
(DEVIATION FAR 52.252-6)
(a) Deviations to FAR clauses. This solicitation or contract identifies any authorized deviation to a Federal Acquisition Regulation (FAR) (48 CFR chapter 1) clause by the addition of “(DEVIATION Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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FAR (clause number))” after the date of the clause.
(b) Deviations to GSAR clauses. This solicitation or contract identifies any authorized deviation to a General Services Administration Acquisition Regulation (GSAR) (48 CFR chapter 5) clause by the addition of “(DEVIATION)” after the date of the clause. (c) “Substantially the same as” clauses. Changes in wording of clauses prescribed for use on a “substantially the same as” basis are not considered deviations. (End of Clause)

52.245-1 GOVERNMENT PROPERTY (SEP 2021)
(a) Definitions. As used in this clauseCannibalize means to remove parts from Government property for use or for installation on other Government property.

Contractor-acquired property means property acquired, fabricated, or otherwise provided by the Contractor for performing a contract, and to which the Government has title.

Contractor inventory means-
(1) Any property acquired by and in the possession of a Contractor or subcontractor under a contract for which title is vested in the Government and which exceeds the amounts needed to complete full performance under the entire contract;
(2) Any property that the Government is obligated or has the option to take over under any type of contract, e.g., as a result either of any changes in the specifications or plans thereunder or of the termination of the contract (or subcontract thereunder), before completion of the work, for the convenience or at the option of the Government; and
(3) Government-furnished property that exceeds the amounts needed to complete full performance under the entire contract.

Contractor’s managerial personnel means the Contractor’s directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of- (1) All or substantially all of the Contractor’s business; (2) All or substantially all of the Contractor’s operation at any one plant or separate location; or (3) A separate and complete major industrial operation.

Demilitarization means rendering a product unusable for, and not restorable to, the purpose for which it was designed or is customarily used.

Discrepancies incident to shipment means any differences (e.g., count or condition) between the items documented to have been shipped and items actually received.

Equipment means a tangible item that is functionally complete for its intended purpose, durable, nonexpendable, and needed for the performance of a contract. Equipment is not intended for sale, and does not ordinarily lose its identity or become a component part of another article when put into use.

Equipment does not include material, real property, special test equipment or special tooling.

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Government-furnished property means property in the possession of, or directly acquired by, the Government and subsequently furnished to the Contractor for performance of a contract.

Government-furnished property includes, but is not limited to, spares and property furnished for repair, maintenance, overhaul, or modification. Government-furnished property also includes contractor-acquired property if the contractor-acquired property is a deliverable under a cost contract when accepted by the Government for continued use under the contract.

Government property means all property owned or leased by the Government. Government property includes both Government- furnished and Contractor-acquired property. Government property includes material, equipment, special tooling, special test equipment, and real property. Government property does not include intellectual property and software.

Loss of Government property means unintended, unforeseen or accidental loss, damage or destruction to Government property that reduces the Government’s expected economic benefits of the property. Loss of Government property does not include purposeful destructive testing, obsolescence, normal wear and tear or manufacturing defects. Loss of Government property includes, but is not limited to-
(1) Items that cannot be found after a reasonable search; (2) Theft;
(3) Damage resulting in unexpected harm to property requiring repair to restore the item to usable condition; or
(4) Destruction resulting from incidents that render the item useless for its intended purpose or beyond economical repair.

Material means property that may be consumed or expended during the performance of a contract, component parts of a higher assembly, or items that lose their individual identity through incorporation into an end item. Material does not include equipment, special tooling, special test equipment or real property.

Nonseverable means property that cannot be removed after construction or installation without substantial loss of value or damage to the installed property or to the premises where installed.

Precious metals means silver, gold, platinum, palladium, iridium, osmium, rhodium, and ruthenium.

Production scrap means unusable material resulting from production, engineering, operations and maintenance, repair, and research and development contract activities. Production scrap may have value when re-melted or reprocessed, e.g., textile and metal clippings, borings, and faulty castings and forgings.

Property means all tangible property, both real and personal.

Property Administrator means an authorized representative of the Contracting Officer appointed in accordance with agency procedures, responsible for administering the contract requirements and obligations relating to Government property in the possession of a Contractor.

Property records means the records created and maintained by the contractor in support of its stewardship responsibilities for the management of Government property.

Provide means to furnish, as in Government-furnished property, or to acquire, as in contractor-acquired property.

Real property See Federal Management Regulation 102-71.20 (41 CFR 102-71.20).

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Sensitive property means property potentially dangerous to the public safety or security if stolen, lost, or misplaced, or that shall be subject to exceptional physical security, protection, control, and accountability. Examples include weapons, ammunition, explosives, controlled substances, radioactive materials, hazardous materials or wastes, or precious metals.

Unit acquisition cost means-
(1) For Government-furnished property, the dollar value assigned by the Government and identified in the contract; and
(2) For contractor-acquired property, the cost derived from the Contractor’s records that reflect consistently applied generally accepted accounting principles. (b) Property management.
(1) The Contractor shall have a system of internal controls to manage (control, use, preserve, protect, repair, and maintain) Government property in its possession. The system shall be adequate to satisfy the requirements of this clause. In doing so, the Contractor shall initiate and maintain the processes, systems, procedures, records, and methodologies necessary for effective and efficient control of Government property. The Contractor shall disclose any significant changes to its property management system to the Property Administrator prior to implementation of the changes. The Contractor may employ customary commercial practices, voluntary consensus standards, or industry-leading practices and standards that provide effective and efficient Government property management that are necessary and appropriate for the performance of this contract (except where inconsistent with law or regulation). (2) The Contractor’s responsibility extends from the initial acquisition and receipt of property, through stewardship, custody, and use until formally relieved of responsibility by authorized means, including delivery, consumption, expending, sale (as surplus property), or other disposition, or via a completed investigation, evaluation, and final determination for lost property. This requirement applies to all Government property under the Contractor’s accountability, stewardship, possession or control, including its vendors or subcontractors (see paragraph (f)(1)(v) of this clause). (3) The Contractor shall include the requirements of this clause in all subcontracts under which Government property is acquired or furnished for subcontract performance. (4) The Contractor shall establish and maintain procedures necessary to assess its property management system effectiveness and shall perform periodic internal reviews, surveillances, self assessments, or audits. Significant findings or results of such reviews and audits pertaining to Government property shall be made available to the Property Administrator. (c) Use of Government property.
(1) The Contractor shall use Government property, either furnished or acquired under this contract, only for performing this contract, unless otherwise provided for in this contract or approved by the Contracting Officer.
(2) Modifications or alterations of Government property are prohibited, unless they are- (i) Reasonable and necessary due to the scope of work under this contract or its terms and conditions;
(ii) Required for normal maintenance; or
(iii) Otherwise authorized by the Contracting Officer.
(3) The Contractor shall not cannibalize Government property unless otherwise provided for in this contract or approved by the Contracting Officer.

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(d) Government-furnished property.
(1) The Government shall deliver to the Contractor the Government-furnished property described in this contract. The Government shall furnish related data and information needed for the intended use of the property. The warranties of suitability of use and timely delivery of Government-furnished property do not apply to property acquired or fabricated by the Contractor as contractor-acquired property and subsequently transferred to another contract with this Contractor. (2) The delivery and/or performance dates specified in this contract are based upon the expectation that the Government-furnished property will be suitable for contract performance and will be delivered to the Contractor by the dates stated in the contract. (i) If the property is not delivered to the Contractor by the dates stated in the contract, the Contracting Officer shall, upon the Contractor’s timely written request, consider an equitable adjustment to the contract.
(ii) In the event property is received by the Contractor, or for Government-furnished property after receipt and installation, in a condition not suitable for its intended use, the Contracting Officer shall, upon the Contractor’s timely written request, advise the Contractor on a course of action to remedy the problem. Such action may include repairing, replacing, modifying, returning, or otherwise disposing of the property at the Government’s expense. Upon completion of the required action(s), the Contracting Officer shall consider an equitable adjustment to the contract (see also paragraph (f)(1)(ii)(A) of this clause).
(iii) The Government may, at its option, furnish property in an "as-is" condition. The Contractor will be given the opportunity to inspect such property prior to the property being provided.

In such cases, the Government makes no warranty with respect to the serviceability and/or suitability of the property for contract performance. Any repairs, replacement, and/or refurbishment shall be at the Contractor’s expense.
(3)
(i) The Contracting Officer may by written notice, at any time- (A) Increase or decrease the amount of Government-furnished property under this contract;
(B) Substitute other Government-furnished property for the property previously furnished, to be furnished, or to be acquired by the Contractor for the Government under this contract; or (C) Withdraw authority to use property.
(ii) Upon completion of any action(s) under paragraph (d)(3)(i) of this clause, and the Contractor’s timely written request, the Contracting Officer shall consider an equitable adjustment to the contract.
(e) Title to Government property.
(1) All Government-furnished property and all property acquired by the Contractor, title to which vests in the Government under this paragraph (collectively referred to as "Government property"), is subject to the provisions of this clause. The Government shall retain title to all Government-furnished property.

Title to Government property shall not be affected by its incorporation into or attachment to any property not owned by the Government, nor shall Government property become a fixture or lose its identity as personal property by being attached to any real property. (2) Title vests in the Government for all property acquired or fabricated by the Contractor in accordance with the financing provisions or other specific requirements for passage of title in the contract. Under fixed price type contracts, in the absence of financing provisions or other specific Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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requirements for passage of title in the contract, the Contractor retains title to all property acquired by the Contractor for use on the contract, except for property identified as a deliverable end item. If a deliverable item is to be retained by the Contractor for use after inspection and acceptance by the Government, it shall be made accountable to the contract through a contract modification listing the item as Government-furnished property.
(3) Title under Cost-Reimbursement or Time-and-Material Contracts or Cost-Reimbursable line items under Fixed-Price contracts.
(i) Title to all property purchased by the Contractor for which the Contractor is entitled to be reimbursed as a direct item of cost under this contract shall pass to and vest in the Government upon the vendor’s delivery of such property.
(ii) Title to all other property, the cost of which is reimbursable to the Contractor, shall pass to and vest in the Government upon-
(A) Issuance of the property for use in contract performance; (B) Commencement of processing of the property for use in contract performance; or (C) Reimbursement of the cost of the property by the Government, whichever occurs first. (f) Contractor plans and systems.
(1) Contractors shall establish and implement property management plans, systems, and procedures at the contract, program, site or entity level to enable the following outcomes:
(i) Acquisition of Property. The Contractor shall document that all property was acquired consistent with its engineering, production planning, and property control operations. (ii) Receipt of Government Property. The Contractor shall receive Government property and document the receipt, record the information necessary to meet the record requirements of paragraph (f)(1)(iii)(A)(1) through (5) of this clause, identify as Government owned in a manner appropriate to the type of property (e.g., stamp, tag, mark, or other identification), and manage any discrepancies incident to shipment.
(A) Government-furnished property. The Contractor shall furnish a written statement to the Property Administrator containing all relevant facts, such as cause or condition and a recommended course(s) of action, if overages, shortages, or damages and/or other discrepancies are discovered upon receipt of Government-furnished property.
(B) Contractor-acquired property. The Contractor shall take all actions necessary to adjust for overages, shortages, damage and/or other discrepancies discovered upon receipt, in shipment of Contractor-acquired property from a vendor or supplier, so as to ensure the proper allocability and allowability of associated costs.
(iii) Records of Government property. The Contractor shall create and maintain records of all Government property accountable to the contract, including Government-furnished and Contractor-acquired property.
(A) Property records shall enable a complete, current, auditable record of all transactions and shall, unless otherwise approved by the Property Administrator, contain the following:
(1) The name, part number and description, National Stock Number (if needed for additional item identification tracking and/or disposition), and other data elements as necessary and required in accordance with the terms and conditions of the contract.

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(2) Quantity received (or fabricated), issued, and balance-on-hand. (3) Unit acquisition cost.
(4) Unique-item identifier or equivalent (if available and necessary for individual item tracking).
(5) Unit of measure.
(6) Accountable contract number or equivalent code designation. (7) Location.
(8) Disposition.
(9) Posting reference and date of transaction.
(10) Date placed in service (if required in accordance with the terms and conditions of the contract).
(B) Use of a Receipt and Issue System for Government Material. When approved by the Property Administrator, the Contractor may maintain, in lieu of formal property records, a file of appropriately cross-referenced documents evidencing receipt, issue, and use of material that is issued for immediate consumption.
(iv) Physical inventory. The Contractor shall periodically perform, record, and disclose physical inventory results. A final physical inventory shall be performed upon contract completion or termination. The Property Administrator may waive this final inventory requirement, depending on the circumstances (e.g., overall reliability of the Contractor’s system or the property is to be transferred to a follow-on contract).
(v) Subcontractor control.
(A) The Contractor shall award subcontracts that clearly identify items to be provided and the extent of any restrictions or limitations on their use. The Contractor shall ensure appropriate flow down of contract terms and conditions (e.g., extent of liability for loss of Government property. (B) The Contractor shall assure its subcontracts are properly administered and reviews are periodically performed to determine the adequacy of the subcontractor’s property management system. (vi) Reports. The Contractor shall have a process to create and provide reports of discrepancies, loss of Government property, physical inventory results, audits and self-assessments, corrective actions, and other property-related reports as directed by the Contracting Officer. (vii) Relief of stewardship responsibility and liability. The Contractor shall have a process to enable the prompt recognition, investigation, disclosure and reporting of loss of Government property, including losses that occur at subcontractor or alternate site locations. (A) This process shall include the corrective actions necessary to prevent recurrence. (B) Unless otherwise directed by the Property Administrator, the Contractor shall investigate and report to the Government all incidents of property loss as soon as the facts become known. Such reports shall, at a minimum, contain the following information:
(1) Date of incident (if known).
(2) The data elements required under (f)(1)(iii)(A).

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(3) Quantity.
(4) Accountable contract number.
(5) A statement indicating current or future need.
(6) Unit acquisition cost, or if applicable, estimated sales proceeds, estimated repair or replacement costs.
(7) All known interests in commingled material of which includes Government material.
(8) Cause and corrective action taken or to be taken to prevent recurrence. (9) A statement that the Government will receive compensation covering the loss of Government property, in the event the Contractor was or will be reimbursed or compensated. (10) Copies of all supporting documentation.
(11) Last known location.
(12) A statement that the property did or did not contain sensitive, export controlled, hazardous, or toxic material, and that the appropriate agencies and authorities were notified. (C) Unless the contract provides otherwise, the Contractor shall be relieved of stewardship responsibility and liability for property when-
(1) Such property is consumed or expended, reasonably and properly, or otherwise accounted for, in the performance of the contract, including reasonable inventory adjustments of material as determined by the Property Administrator;
(2) Property Administrator grants relief of responsibility and liability for loss of Government property;
(3) Property is delivered or shipped from the Contractor's plant, under Government instructions, except when shipment is to a subcontractor or other location of the Contractor; or (4) Property is disposed of in accordance with paragraphs (j) and (k) of this clause. (viii) Utilizing Government property.
(A) The Contractor shall utilize, consume, move, and store Government Property only as authorized under this contract. The Contractor shall promptly disclose and report Government property in its possession that is excess to contract performance.
(B) Unless otherwise authorized in this contract or by the Property Administrator the Contractor shall not commingle Government material with material not owned by the Government. (ix) Maintenance. The Contractor shall properly maintain Government property. The Contractor’s maintenance program shall enable the identification, disclosure, and performance of normal and routine preventative maintenance and repair. The Contractor shall disclose and report to the Property Administrator the need for replacement and/or capital rehabilitation. (x) Property closeout. The Contractor shall promptly perform and report to the Property Administrator contract property closeout, to include reporting, investigating and securing closure of all loss of Government property cases; physically inventorying all property upon termination or completion of this contract; and disposing of items at the time they are determined to be excess to Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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contractual needs.
(2) The Contractor shall establish and maintain Government accounting source data, as may be required by this contract, particularly in the areas of recognition of acquisitions, loss of Government property, and disposition of material and equipment.
(g) Systems analysis.
(1) The Government shall have access to the Contractor’s premises and all Government property, at reasonable times, for the purposes of reviewing, inspecting and evaluating the Contractor’s property management plan(s), systems, procedures, records, and supporting documentation that pertains to Government property. This access includes all site locations and, with the Contractor’s consent, all subcontractor premises.
(2) Records of Government property shall be readily available to authorized Government personnel and shall be appropriately safeguarded.
(3) Should it be determined by the Government that the Contractor’s (or subcontractor’s) property management practices are inadequate or not acceptable for the effective management and control of Government property under this contract, or present an undue risk to the Government, the Contractor shall prepare a corrective action plan when requested by the Property Administrator and take all necessary corrective actions as specified by the schedule within the corrective action plan. (h) Contractor Liability for Government Property.
(1) Unless otherwise provided for in the contract, the Contractor shall not be liable for loss of Government property furnished or acquired under this contract, except when any one of the following applies-
(i) The risk is covered by insurance or the Contractor is otherwise reimbursed (to the extent of such insurance or reimbursement). The allowability of insurance costs shall be determined in accordance with 31.205-19.
(ii) Loss of Government property that is the result of willful misconduct or lack of good faith on the part of the Contractor’s managerial personnel.
(iii) The Contracting Officer has, in writing, revoked the Government’s assumption of risk for loss of Government property due to a determination under paragraph (g) of this clause that the Contractor’s property management practices are inadequate, and/or present an undue risk to the Government, and the Contractor failed to take timely corrective action. If the Contractor can establish by clear and convincing evidence that the loss of Government property occurred while the Contractor had adequate property management practices or the loss did not result from the Contractor’s failure to maintain adequate property management practices, the Contractor shall not be held liable. (2) The Contractor shall take all reasonable actions necessary to protect the property from further loss. The Contractor shall separate the damaged and undamaged property, place all the affected property in the best possible order, and take such other action as the Property Administrator directs. (3) The Contractor shall do nothing to prejudice the Government’s rights to recover against third parties for any loss of Government property.
(4) The Contractor shall reimburse the Government for loss of Government property, to the extent that the Contractor is financially liable for such loss, as directed by the Contracting Officer. (5) Upon the request of the Contracting Officer, the Contractor shall, at the Government’s expense, furnish to the Government all reasonable assistance and cooperation, including the prosecution of suit and the execution of instruments of assignment in favor of the Government in obtaining recovery.

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(i) Equitable adjustment. Equitable adjustments under this clause shall be made in accordance with the procedures of the Changes clause. However, the Government shall not be liable for breach of contract for the following:
(1) Any delay in delivery of Government-furnished property. (2) Delivery of Government-furnished property in a condition not suitable for its intended use. (3) An increase, decrease, or substitution of Government-furnished property. (4) Failure to repair or replace Government property for which the Government is responsible. (j) Contractor inventory disposal. Except as otherwise provided for in this contract, the Contractor shall not dispose of Contractor inventory until authorized to do so by the Plant Clearance Officer or authorizing official.
(1) Predisposal requirements.
(i) If the Contractor determines that the property has the potential to fulfill requirements under other contracts, the Contractor, in consultation with the Property Administrator, shall request that the Contracting Officer transfer the property to the contract in question, or provide authorization for use, as appropriate. In lieu of transferring the property, the Contracting Officer may authorize the Contractor to credit the costs of Contractor-acquired property (material only) to the losing contract, and debit the gaining contract with the corresponding cost, when such material is needed for use on another contract.

Property no longer needed shall be considered contractor inventory. (ii) For any remaining Contractor-acquired property, the Contractor may purchase the property at the unit acquisition cost if desired or make reasonable efforts to return unused property to the appropriate supplier at fair market value (less, if applicable, a reasonable restocking fee that is consistent with the supplier’s customary practices.)
(2) Inventory disposal schedules.
(i) Absent separate contract terms and conditions for property disposition, and provided the property was not reutilized, transferred, or otherwise disposed of, the Contractor, as directed by the Plant Clearance Officer or authorizing official, shall use Standard Form 1428, Inventory Disposal Schedule or electronic equivalent, to identify and report-
(A) Government-furnished property that is no longer required for performance of this contract;
(B) Contractor-acquired property, to which the Government has obtained title under paragraph (e) of this clause, which is no longer required for performance of that contract; and (C) Termination inventory.
(ii) The Contractor may annotate inventory disposal schedules to identify property the Contractor wishes to purchase from the Government, in the event that the property is offered for sale. (iii) Separate inventory disposal schedules are required for aircraft in any condition, flight safety critical aircraft parts, and other items as directed by the Plant Clearance Officer. (iv) The Contractor shall provide the information required by FAR 52.245-1(f)(1)(iii) along with the following:
(A) Any additional information that may facilitate understanding of the property’s intended use.

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(B) For work-in-progress, the estimated percentage of completion. (C) For precious metals in raw or bulk form, the type of metal and estimated weight. (D) For hazardous material or property contaminated with hazardous material, the type of hazardous material.
(E) For metals in mill product form, the form, shape, treatment, hardness, temper, specification (commercial or Government) and dimensions (thickness, width and length). (v) Property with the same description, condition code, and reporting location may be grouped in a single line item.
(vi) Scrap should be reported by "lot" along with metal content, estimated weight and estimated value.
(3) Submission requirements.
(i) The Contractor shall submit inventory disposal schedules to the Plant Clearance Officer no later than-
(A) 30 days following the Contractor’s determination that a property item is no longer required for performance of this contract;
(B) 60 days, or such longer period as may be approved by the Plant Clearance Officer, following completion of contract deliveries or performance; or (C) 120 days, or such longer period as may be approved by the Termination Contracting Officer, following contract termination in whole or in part. (ii) Unless the Plant Clearance Officer determines otherwise, the Contractor need not identify or report production scrap on inventory disposal schedules, and may process and dispose of production scrap in accordance with its own internal scrap procedures. The processing and disposal of other types of Government-owned scrap will be conducted in accordance with the terms and conditions of the contract or Plant Clearance Officer direction, as appropriate. (4) Corrections. The Plant Clearance Officer may-
(i) Reject a schedule for cause (e.g., contains errors, determined to be inaccurate); and (ii) Require the Contractor to correct an inventory disposal schedule. (5) Post submission adjustments. The Contractor shall notify the Plant Clearance Officer at least 10 working days in advance of its intent to remove an item from an approved inventory disposal schedule. Upon approval of the Plant Clearance Officer, or upon expiration of the notice period, the Contractor may make the necessary adjustments to the inventory schedule. (6) Storage.
(i) The Contractor shall store the property identified on an inventory disposal schedule pending receipt of disposal instructions. The Government’s failure to furnish disposal instructions within 120 days following acceptance of an inventory disposal schedule may entitle the Contractor to an equitable adjustment for costs incurred to store such property on or after the 121 st day. (ii) The Contractor shall obtain the Plant Clearance Officer’s approval to remove property from the premises where the property is currently located prior to receipt of final disposition instructions. If approval is granted, any costs incurred by the Contractor to transport or store the Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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property shall not increase the price or fee of any Government contract. The storage area shall be appropriate for assuring the property’s physical safety and suitability for use. Approval does not relieve the Contractor of any liability for such property under this contract. (7) Disposition instructions.
(i) The Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of Contractor inventory as directed by the Plant Clearance Officer. Unless otherwise directed by the Contracting Officer or by the Plant Clearance Officer, the Contractor shall remove and destroy any markings identifying the property as U.S. Government-owned property prior to its disposal. (ii) The Contracting Officer may require the Contractor to demilitarize the property prior to shipment or disposal. In such cases, the Contractor may be entitled to an equitable adjustment under paragraph (i) of this clause.
(8) Disposal proceeds. As directed by the Contracting Officer, the Contractor shall credit the net proceeds from the disposal of Contractor inventory to the contract, or to the Treasury of the United States as miscellaneous receipts.
(9) Subcontractor inventory disposal schedules. The Contractor shall require its Subcontractors to submit inventory disposal schedules to the Contractor in accordance with the requirements of paragraph (j)(3) of this clause.
(k) Abandonment of Government property.
(1) The Government shall not abandon sensitive property or termination inventory without the Contractor’s written consent.
(2) The Government, upon notice to the Contractor, may abandon any nonsensitive property in place, at which time all obligations of the Government regarding such property shall cease. (3) Absent contract terms and conditions to the contrary, the Government may abandon parts removed and replaced from property as a result of normal maintenance actions, or removed from property as a result of the repair, maintenance, overhaul, or modification process. (4) The Government has no obligation to restore or rehabilitate the Contractor’s premises under any circumstances; however, if Government-furnished property is withdrawn or is unsuitable for the intended use, or if other Government property is substituted, then the equitable adjustment under paragraph (i) of this clause may properly include restoration or rehabilitation costs. (l) Communication. All communications under this clause shall be in writing. (m) Contracts outside the United States. If this contract is to be performed outside of the United States and its outlying areas, the words "Government" and "Government-furnished" (wherever they appear in this clause) shall be construed as "United States Government" and "United States Government-furnished," respectively.
(End of clause)

52.219-33 NONMANUFACTURER RULE (SEP 2021)
(a) Definitions. As used in this clause—
Manufacturer means the concern that transforms raw materials, miscellaneous parts, or components into the end item. Concerns that only minimally alter the item being procured do not qualify
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as manufacturers of the end item. Concerns that add substances, parts, or components to an existing end
item to modify its performance will not be considered the end item manufacturer, where those identical
modifications can be performed by and are available from the manufacturer of the existing end item.

Nonmanufacturer means a concern, including a supplier, that provides an end item it did not manufacture, process, or produce.
(b) Applicability.
(1) This clause does not apply to contracts awarded pursuant to the unrestricted portion of a partial set-aside or to a contractor that is the manufacturer of the product or end item. (2) This clause applies to—
(i) Contracts that have been awarded pursuant to a set-aside, in total or in part, for any of the small business concerns identified in 19.000(a)(3);
(ii) Contracts that have been awarded on a sole-source basis in accordance with subparts

19.8, 19.13, 19.14, and 19.15;
(iii) Orders expected to exceed the simplified acquisition threshold and that are— (A) Set aside for small business under multiple-award contracts, as described in 8.405-5 and 16.505(b)(2)(i)(F); or
(B) Issued directly to a small business concern under multiple-award contracts as described in 19.504(c)(1)(ii);
(iv) Orders, regardless of dollar value, that are—
(A) Set aside in accordance with subparts 19.8, 19.13, 19.14, and 19.15 under multiple award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F); or (B) Issued directly to concerns that qualify for the programs described in subparts 19.8,

19.13, 19.14, and 19.15 under multiple-award contracts as described in 19.504(c)(1)(ii); and (v) Contracts using the HUBZone price evaluation preference to award to a HUBZone concern
unless the Contractor waived the evaluation preference. (c) Requirements.
(1) The Contractor shall—
(i) Provide an end item that a small business has manufactured, processed, or produced in the United States or its outlying areas; for kit assemblers who are nonmanufacturers, see paragraph (c)(2) of
this clause instead;
(ii) Be primarily engaged in the retail or wholesale trade and normally sell the type of item being supplied; and
(iii) Take ownership or possession of the item(s) with its personnel, equipment, or facilities in
a manner consistent with industry practice; for example, providing storage, transportation, or delivery.
(2) When the end item being acquired is a kit of supplies, at least 50 percent of the total cost of
the components of the kit shall be manufactured, processed, or produced in the United States or its
outlying areas by small business concerns.
(End of clause)
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52.219-16 LIQUIDATED DAMAGES—SUBCONTRACTING PLAN
(SEP 2021)
(a) "Failure to make a good faith effort to comply with the subcontracting plan," as used in this clause, means a willful or intentional failure to perform in accordance with the requirements of the subcontracting plan approved under the clause in this contract entitled "Small Business Subcontracting Plan," or willful or intentional action to frustrate the plan. (b) Performance shall be measured by applying the percentage goals to the total actual subcontracting dollars or, if a commercial plan is involved, to the pro rata share of actual subcontracting dollars attributable to Government contracts covered by the commercial plan. If, at contract completion or, in the case of a commercial plan, at the close of the fiscal year for which the plan is applicable, the Contractor has failed to meet its subcontracting goals and the Contracting Officer decides in accordance with paragraph (c) of this clause that the Contractor failed to make a good faith effort to comply with its subcontracting plan (see 19.705-7), established in accordance with the clause in this contract entitled "Small Business Subcontracting Plan," the Contractor shall pay the Government liquidated damages in an amount stated. The amount of probable damages attributable to the Contractor’s failure to comply shall be an amount equal to the actual dollar amount by which the Contractor failed to achieve each subcontract goal.
(c) Before the Contracting Officer makes a final decision that the Contractor has failed to make such good faith effort, the Contracting Officer shall give the Contractor written notice specifying the failure and permitting the Contractor to demonstrate what good faith efforts have been made and to discuss the matter. Failure to respond to the notice may be taken as an admission that no valid explanation exists.

If, after consideration of all the pertinent data, the Contracting Officer finds that the Contractor failed to make a good faith effort to comply with the subcontracting plan, the Contracting Officer shall issue a final decision to that effect and require that the Contractor pay the Government liquidated damages as provided in paragraph (b) of this clause.
(d) With respect to commercial plans, the Contracting Officer who approved the plan will perform the functions of the Contracting Officer under this clause on behalf of all agencies with contracts covered by the commercial plan.
(e) The Contractor shall have the right of appeal, under the clause in this contract entitled, Disputes, from any final decision of the Contracting Officer.
(f) Liquidated damages shall be in addition to any other remedies that the Government may have.

End of Clause

52.203-13 Contractor Code of Business Ethics and Conduct (NOV 2021) (a) Definitions. As used in this clause –
Agent means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization.

Full cooperation -
(1) Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors' and investigators' request for documents and access to employees with information; (2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require –
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(i) A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or
(ii) Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and (3) Does not restrict a Contractor from -
(i) Conducting an internal investigation; or
(ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.

Principal means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.

Subcontractor means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor.

United States means the 50 States, the District of Columbia, and outlying areas. (b) Code of business ethics and conduct.
(1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall -
(i) Have a written code of business ethics and conduct; (ii) Make a copy of the code available to each employee engaged in performance of the contract.
(2) The Contractor shall -
(i) Exercise due diligence to prevent and detect criminal conduct; and (ii) Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law.
(3) (i) The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed -
(A) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or (B) A violation of the civil False Claims Act (31 U.S.C. 3729-3733). (ii) The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor's disclosure as confidential where the information has been marked “confidential“ or “proprietary” by the company. To the extent permitted by law and regulation, such information will not be released by the Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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Government to the public pursuant to a Freedom of Information Act request, 5 U.S.C.

Section 552, without prior notification to the Contractor. The Government may transfer documents provided by the Contractor to any department or agency within the Executive Branch if the information relates to matters within the organization's jurisdiction. (iii) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract.
(c) Business ethics awareness and compliance program and internal control system. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract or if this contract is for the acquisition of a commercial product or commercial service as defined at FAR 2.101. The Contractor shall establish the following within 90 days after contract award, unless the Contracting Officer establishes a longer time period:
(1) An ongoing business ethics awareness and compliance program. (i) This program shall include reasonable steps to communicate periodically and in a practical manner the Contractor's standards and procedures and other aspects of the Contractor's business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individual's respective roles and responsibilities. (ii) The training conducted under this program shall be provided to the Contractor's principals and employees, and as appropriate, the Contractor's agents and subcontractors. (2) An internal control system.
(i) The Contractor's internal control system shall –
(A) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts; and
(B) Ensure corrective measures are promptly instituted and carried out. (ii) At a minimum, the Contractor's internal control system shall provide for the following:
(A) Assignment of responsibility at a sufficiently high level and adequate resources to ensure effectiveness of the business ethics awareness and compliance program and internal control system.
(B) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in conflict with the Contractor's code of business ethics and conduct. (C) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor's code of business ethics and conduct and the special requirements of Government contracting, including - (1) Monitoring and auditing to detect criminal conduct; (2) Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system, especially if criminal conduct has been detected; and
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(3) Periodic assessment of the risk of criminal conduct, with appropriate steps to design, implement, or modify the business ethics awareness and compliance program and the internal control system as necessary to reduce the risk of criminal conduct identified through this process. (D) An internal reporting mechanism, such as a hotline, which allows for anonymity or confidentiality, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports.
(E) Disciplinary action for improper conduct or for failing to take reasonable steps to prevent or detect improper conduct.
(F) Timely disclosure, in writing, to the agency OIG, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of any Government contract performed by the Contractor or a subcontractor thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 U.S.C. or a violation of the civil False Claims Act (31 U.S.C. 3729-3733).
(1) If a violation relates to more than one Government contract, the Contractor may make the disclosure to the agency OIG and Contracting Officer responsible for the largest dollar value contract impacted by the violation.
(2) If the violation relates to an order against a Governmentwide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract, and the respective agencies' contracting officers.
(3) The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract.
(4) The Government will safeguard such disclosures in accordance with paragraph (b)(3)(ii) of this clause.
(G) Full cooperation with any Government agencies responsible for audits, investigations, or corrective actions.
(d) Subcontracts.
(1) The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that exceed the threshold specified in FAR 3.1004(a) on the date of subcontract award and have a performance period of more than 120 days. (2) In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR
INFORMATION SYSTEMS (NOV 2021)
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(a) Definitions. As used in this clause —
Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public Web sites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 3502).

Safeguarding means measures or controls that are prescribed to protect information systems. (b) Safeguarding requirements and procedures.
(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:
(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems). (ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.
(iii) Verify and control/limit connections to and use of external information systems. (iv) Control information posted or processed on publicly accessible information systems. (v) Identify information system users, processes acting on behalf of users, or devices. (vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems. (vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.
(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals. (ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.
(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems. (xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

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(xii) Identify, report, and correct information and information system flaws in a timely manner.
(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.
(xiv) Update malicious code protection mechanisms when new releases are available. (xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed. (2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556. (c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial products or commercial services, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (NOV 2021)
(a) Definitions. As used in this clause -
Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People's Republic of China.

Covered telecommunications equipment or services means - (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);
(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);
(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or
(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means -
(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled -
(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or
(ii) For reasons relating to regional stability or surreptitious listening; (3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);
(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);
(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or
(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another’s network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity’s possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service. (b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing 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 as part of any system. The Contractor is prohibited from providing to the Government 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, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. (c) Exceptions. This clause does not prohibit contractors from providing - (1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or
(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.
(d) Reporting requirement.
(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 (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.
(2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause:
(i) Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.
(ii) Within 10 business days of submitting the information in paragraph (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. (e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial products or commercial services.
552.238-111 ENVIRONMENTAL PROTECTION AGENCY
REGISTRATION REQUIREMENT (JAN 2022)
(a) With respect to the products described in this solicitation which require registration with the Environmental Protection Agency (EPA), as required by the Federal Insecticide, Fungicide, and Rodenticide Act, Section 3, Registration of Pesticides, awards will be made only for such products that Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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have been assigned an EPA registration number, prior to the time of bid opening. (b) The offeror shall insert in the spaces provided in this section, the manufacturer's and/or distributor's name and the “EPA Registration Number” for each item offered. Any offer which does not specify a current “EPA Registration Number” in effect for the duration of the contract period, and including the manufacturer's and/or distributor's name will be rejected.

Items
Item Numbers Name of Manufacturer /
Distributor
EPA Registration
Number
Date of Expiration
(c) If, during the performance of a contract awarded as a result of this solicitation, the EPA Registration Number for products being furnished is terminated, withdrawn, canceled, or suspended, and such action does not arise out of causes beyond the control, and with the fault or negligence of the Contractor or subcontractor, the Government may terminate the contract pursuant to either the Default Clause or Termination for Cause Paragraph (contained in the clause 52.212-4, Contract Terms and ConditionsCommercial Products and Commercial Services), whichever is applicable to the resultant contract. 552.238-82 MODIFICATIONS (FEDERAL SUPPLY SCHEDULE)
(JAN 2022) (ALTERNATE I - MAR 2020)
(a) General. The Contractor may request a contract modification by transmitting a request to the Contracting Officer for approval, except as noted in paragraph (d) of this clause. At a minimum, every request shall describe the proposed change(s) and provide the rationale for the requested change(s). (b) Types of Modifications.
(1) Additional items/additional SINs. When requesting additions, the following information must be transmitted:
(i) Information requested in paragraphs (1) and (2) of the Commercial Sales Practice Format to add SINs.
(ii) Discount information for the new items(s) or new SIN(s). Specifically, transmit the information requested in paragraphs 3 through 5 of the Commercial Sales Practice Format. If this information is the same as the initial award, a statement to that effect may be transmitted instead.
(iii) Information about the new item(s) or the item(s) under the new SIN(s) must be transmitted in accordance with the request for proposal. (iv) Delivery time(s) for the new item(s) or the item(s) under the new SIN(s) must be transmitted in accordance with the request for proposal. (v) Production point(s) for the new item(s) or the item(s) under the new SIN(s) must be transmitted if required by 52.215- 6, Place of Performance. (vi) Hazardous Material information (if applicable) must be transmitted as required by FAR

52.223-3 (Alternate I), Hazardous Material Identification and Material Safety Data. (vii) Any information requested by 52.212-3(f), Offeror Representations and Certifications—Commercial Products and Commercial Services, that may be necessary to assure compliance with FAR 52.225-1, Buy American Act—Balance of Payments Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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Programs—Supplies.
(2) Deletions. The Contractors shall provide an explanation for the deletion. The Government reserves the right to reject any subsequent offer of the same item or a substantially equal item at a higher price during the same contract period, if the contracting officer finds the higher price to be unreasonable when compared with the deleted item.
(3) Price Reduction. The Contractor shall indicate whether the price reduction falls under the item (i), (ii), or (iii) of paragraph (c)(1) of the Price Reductions clause at 552.238-81. If the Price reduction falls under item (i), the Contractor shall transmit a copy of the dated commercial price list. If the price reduction falls under item (ii) or (iii), the Contractor shall transmit a copy of the applicable price list(s), bulletins or letters or customer agreements which outline the effective date, duration, terms and conditions of the price reduction. (c) Effective dates. The effective date of any modification is the date specified in the modification, except as otherwise provided in the Price Reductions clause at 552.238-81. (d) Electronic File Updates. The Contractor shall update electronic file transmissions to reflect all modifications. For additional items or SINs, the Contractor shall obtain the Contracting Officer's approval before transmitting changes. Contract modifications will not be made effective until the Government receives the electronic file updates. The Contractor may transmit price reductions, item deletions, and corrections without prior approval. However, the Contractor shall notify the Contracting Officer as set forth in the Price Reductions clause at 552.238-81. (e) Electronic transmission of modification requests is mandatory via eMod (http://eOffer.gsa.gov), unless otherwise stated in the electronic transmission standards and requirements at the Vendor Support Center website (http://vsc.gsa.gov). If the electronic transmission standards and requirements information is updated at the Vendor Support Center website, Contractors will be notified prior to the effective date of the change.

End of clause
Note: Regulation 552.238-82
This clause does not apply to contracts participating in the Transactional Data Reporting (TDR) Pilot. Please refer to clause 552.238-82 Alternate II. 552.238-82 MODIFICATIONS (FEDERAL SUPPLY SCHEDULE)
(JAN 2022) (ALTERNATE II MAY 2019)
(a) General. The Contractor may request a contract modification by transmitting a request to the Contracting Officer for approval, except as noted in paragraph (d) of this clause. At a minimum, every request shall describe the proposed change(s) and provide the rationale for the requested change(s). (b) Types of Modifications.
(1) Additional items/additional SINs. When requesting additions, the Contractor must transmit the following information:
(i) Information about the new item(s) or the item(s) under the new SIN(s) must be submitted in accordance with the instructions in the solicitation. (ii) Delivery time(s) for the new item(s) or the item(s) under the new SIN(s) must be submitted in accordance with the request for proposal.
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submitted if required by FAR 52.215-6, Place of Performance. (iv) Hazardous Material information (if applicable) must be submitted as required by FAR

52.223-3 (Alternate I), Hazardous Material Identification and Material Safety Data. (v) Any information requested by FAR 52.212-3(f), Offeror Representations and Certifications-Commercial Products and Commercial Services, that may be necessary to assure compliance with FAR 52.225-1, Buy American Act-Balance of Payments Programs-Supplies.
(2) Deletions. The Contractor must provide an explanation for the deletion. The Government reserves the right to reject any subsequent offer of the same item or a substantially equal item at a higher price during the same contract period, if the Contracting Officer determines that the higher price is unreasonable compared to the price of the deleted item. (c) Effective dates. The effective date of any modification is the date specified in the modification, except as otherwise provided in the Price Reductions clause at 552.238-81. (d) Electronic File Updates. The Contractor shall update electronic file transmissions to reflect all modifications. For additional items or SINs, the Contractor shall obtain the Contracting Officer's approval before transmitting changes. Contract modifications will not be made effective until the Government receives the electronic file updates. The Contractor may transmit price reductions, item deletions, and corrections without prior approval. However, the Contractor shall notify the Contracting Officer as set forth in the Price Reductions clause at 552.238-81.

End of clause
Note: Regulation 552.238-82
This clause applies to contracts participating in the Transactional Data Reporting (TDR) Pilot.
552.238-78 IDENTIFICATION OF PRODUCTS THAT HAVE
ENVIRONMENTAL ATTRIBUTES (JAN 2022)
(a) Several laws, Executive orders, and Agency directives require Federal buyers to purchase products that are less harmful to the environment, when they are life cycle cost-effective (see FAR Subpart

23.7). The U.S. General Services Administration (GSA) requires contractors to highlight environmental products under Federal Supply Service schedule contracts in various communications media (e.g., publications and electronic formats).
(b) Definitions. As used in this clause —
“Energy-efficient product” means a product that–
(1) Meets Department of Energy and Environmental Protection Agency criteria for use of the ENERGY STAR® trademark label; or
(2) Is in the upper 25 percent of efficiency for all similar products as designated by the Department of Energy's Federal Energy Management Program. “GSA Advantage!” is an on-line shopping mall and ordering system that provides customers with access to products and services under GSA contracts.
“Other environmental attributes” refers to product characteristics that provide environmental benefits, excluding recovered materials and energy and water efficiency. Several examples of Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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these characteristics are biodegradable, recyclable, reduced pollutants, ozone safe, and low volatile organic compounds (VOCs).
“Post-consumer material” means a material or finished product that has served its intended use and has been discarded for disposal or recovery, having completed its life as a consumer item.

Postconsumer material is part of the broader category of “recovered material.” The Environmental Protection Agency (EPA) has developed a list of EPA-designated products in their Comprehensive Procurement Guidelines (CPGs) to provide Federal agencies with purchasing recommendations on specific products in a Recovered Materials Advisory Notice (RMAN). The RMAN contains recommended recovered and post-consumer material content levels for the specific products designated by EPA (40 CFR part 247 and http://www.epa.gov/cpg/). “Recovered materials” means waste materials and by-products recovered or diverted from solid waste, but the term does not include those materials and by-products generated from, and commonly reused within, an original manufacturing process (Executive Order 13101 and 42 U.S.C. 6903(19) and http://www.epa.gov/cpg/). For paper and paper products, see the definition at FAR 11.301 (42 U.S.C. 6962(h)).
“Remanufactured” means factory rebuilt to original specifications. “Renewable energy” means energy produced by solar, wind, geothermal, and biomass power “Renewable energy technology” means –
(1) Technologies that use renewable energy to provide light, heat, cooling, or mechanical or electrical energy for use in facilities or other activities; or (2) The use of integrated whole-building designs that rely upon renewable energy resources, including passive solar design.
(c) Identification Requirements.
(1) The offeror must identify products that —
(i) Are compliant with the recovered and post-consumer material content levels recommended in the Recovered Materials Advisory Notices (RMANs) for EPA-designated products in the CPG program (http://www.epa.gov/cpg/); (ii) Contain recovered materials that either do not meet the recommended levels in the RMANs or are not EPA-designated products in the CPG program (see FAR 23.401 and http://www.epa.gov/cpg/);
(iii) Are energy-efficient, as defined by either ENERGY STAR® and/or FEMP's designated top 25th percentile levels (see ENERGY STAR® at http://www.energystar.gov/ and FEMP at
http://www.eere.energy.gov/femp/procurement/);
(iv) Are water-efficient
(v) Use renewable energy technology;
(vi) Are remanufactured; and
(vii) Have other environmental attributes.
(2) These identifications must be made in each of the offeror's following mediums:

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(i) The offer itself.
(ii) Printed commercial catalogs, brochures, and pricelists. (iii) Online product website.
(iv) Electronic data submission for GSA Advantage! submitted via GSA's Schedules Input Program (SIP) software or the Electronic Data Inter-change (EDI). Offerors can use the SIP or EDI methods to indicate environmental and other attributes for each product that are translated into respective icons in GSA Advantage!. (d) An offeror, in identifying an item with an environmental attribute, must possess evidence or rely on a reasonable basis to substantiate the claim (see 16 CFR part 260, Guides for the Use of Environmental Marketing Claims). The Government will accept an offeror's claim of an product's environmental attribute on the basis of— (1) Participation in a Federal agency sponsored program (e.g., the EPA and DOE ENERGY STAR® product labeling program);
(2) Verification by an independent organization that specializes in certifying such claims; or
(3) Possession of competent and reliable evidence. For any test, analysis, research, study, or other evidence to be “competent and reliable,” it must have been conducted and evaluated in an objective manner by persons qualified to do so, using procedures generally accepted in the profession to yield accurate and reliable results.

52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE
GOVERNMENT (JUN 2020) (ALTERNATE I-NOV 2021)
(a) Except as provided in (b) below, the Contractor shall not enter into any agreement with an actual or prospective subcontractor, nor otherwise act in any manner, which has or may have the effect of restricting sales by such subcontractors directly to the Government of any item or process (including computer software) made or furnished by the subcontractor under this contract or under any follow-on production contract.
(b) The prohibition in paragraph (a) of this clause does not preclude the Contractor from asserting rights that are otherwise authorized by law or regulation. For acquisitions of commercial products or commercial services). the prohibition in paragraph (a) applies only to the extent that any agreement restricting sales by subcontractors results in the Federal Government being treated differently from any other prospective purchaser for the sale of the commercial product(s) and commercial service(s).
(c) The Contractor agrees to incorporate the substance of this clause, including this paragraph (c), in all subcontracts under this contract which exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation

2.101 on the date of subcontract award.

52.222-50 COMBATING TRAFFICKING IN PERSONS (NOV 2021)
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(a) Definitions. As used in this clause -
Agent means any individual, including a director, an officer, an employee, or an independent contractor, authorized to act on behalf of the organization.

Coercion means -
(1) Threats of serious harm to or physical restraint against any person; (2) Any scheme, plan, or pattern intended to cause a person to believe that failure to perform an act would result in serious harm to or physical restraint against any person; or (3) The abuse or threatened abuse of the legal process.

Commercially available off-the-shelf (COTS) item -
(1) Means any item of supply (including construction material) that is - (i) A commercial product (as defined in paragraph (1) of the definition of “commercial product” at Federal Acquisition Regulation (FAR) 2.101); (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and (2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products.

Commercial sex act means any sex act on account of which anything of value is given to or received by any person.

Debt bondage means the status or condition of a debtor arising from a pledge by the debtor of his or her personal services or of those of a person under his or her control as a security for debt, if the value of those services as reasonably assessed is not applied toward the liquidation of the debt or the length and nature of those services are not respectively limited and defined.

Employee means an employee of the Contractor directly engaged in the performance of work under the contract who has other than a minimal impact or involvement in contract performance.

Forced Labor means knowingly providing or obtaining the labor or services of a person - (1) By threats of serious harm to, or physical restraint against, that person or another person; (2) By means of any scheme, plan, or pattern intended to cause the person to believe that, if the person did not perform such labor or services, that person or another person would suffer serious harm or physical restraint; or
(3) By means of the abuse or threatened abuse of law or the legal process.

Involuntary servitude includes a condition of servitude induced by means of - (1) Any scheme, plan, or pattern intended to cause a person to believe that, if the person did not enter into or continue in such conditions, that person or another person would suffer serious harm or physical restraint; or
(2) The abuse or threatened abuse of the legal process.

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Recruitment fees means fees of any type, including charges, costs, assessments, or other financial obligations, that are associated with the recruiting process, regardless of the time, manner, or location of imposition or collection of the fee.
(1) Recruitment fees include, but are not limited to, the following fees (when they are associated with the recruiting process) for -
(i) Soliciting, identifying, considering, interviewing, referring, retaining, transferring, selecting, training, providing orientation to, skills testing, recommending, or placing employees or potential employees;
(ii) Advertising;
(iii) Obtaining permanent or temporary labor certification, including any associated fees; (iv) Processing applications and petitions;
(v) Acquiring visas, including any associated fees;
(vi) Acquiring photographs and identity or immigration documents, such as passports, including any associated fees;
(vii) Accessing the job opportunity, including required medical examinations and immunizations; background, reference, and security clearance checks and examinations; and additional certifications;
(viii) An employer’s recruiters, agents or attorneys, or other notary or legal fees; (ix) Language interpretation or translation, arranging for or accompanying on travel, or providing other advice to employees or potential employees; (x) Government-mandated fees, such as border crossing fees, levies, or worker welfare funds;
(xi) Transportation and subsistence costs —
(A) While in transit, including, but not limited to, airfare or costs of other modes of transportation, terminal fees, and travel taxes associated with travel from the country of origin to the country of performance and the return journey upon the end of employment; and
(B) From the airport or disembarkation point to the worksite; (xii) Security deposits, bonds, and insurance; and
(xii) Equipment charges.
(2) A recruitment fee, as described in the introductory text of this definition, is a recruitment fee, regardless of whether the payment is —
(i) Paid in property or money;
(ii) Deducted from wages;
(iii) Paid back in wage or benefit concessions;
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(v) Collected by an employer or a third party, whether licensed or unlicensed, including, but not limited to —
(A) Agents;
(B) Labor brokers;
(C) Recruiters;
(D) Staffing firms (including private employment and placement firms); (E) Subsidiaries/affiliates of the employer;
(F) Any agent or employee of such entities; and
(G) Subcontractors at all tiers.

Severe forms of trafficking in persons means —
(1) Sex trafficking in which a commercial sex act is induced by force, fraud, or coercion, or in which the person induced to perform such act has not attained 18 years of age; or (2) The recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery.

Sex trafficking means the recruitment, harboring, transportation, provision, or obtaining of a person for the purpose of a commercial sex act.

Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.

Subcontractor means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime contractor or another subcontractor.

United States means the 50 States, the District of Columbia, and outlying areas. (b) Policy. The United States Government has adopted a policy prohibiting trafficking in persons including the trafficking-related activities of this clause. Contractors, contractor employees, and their agents shall not —
(1) Engage in severe forms of trafficking in persons during the period of performance of the contract;
(2) Procure commercial sex acts during the period of performance of the contract; (3) Use forced labor in the performance of the contract; (4) Destroy, conceal, confiscate, or otherwise deny access by an employee to the employee’s identity or immigration documents, such as passports or drivers’ licenses, regardless of issuing authority;
(5) (i) Use misleading or fraudulent practices during the recruitment of employees or offering of employment, such as failing to disclose, in a format and language understood by the employee or potential employee, basic information or making material misrepresentations during the recruitment of employees regarding the key terms and conditions of employment, including wages and fringe benefits, the location of work, the Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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living conditions, housing and associated costs (if employer or agent provided or arranged), any significant costs to be charged to the employee or potential employee, and, if applicable, the hazardous nature of the work;
(ii) Use recruiters that do not comply with local labor laws of the country in which the recruiting takes place;
(6) Charge employees or potential employees recruitment fees; (7) (i) Fail to provide return transportation or pay for the cost of return transportation upon the end of employment —
(A) For an employee who is not a national of the country in which the work is taking place and who was brought into that country for the purpose of working on a U.S. Government contract or subcontract (for portions of contracts performed outside the United States); or
(B) For an employee who is not a United States national and who was brought into the United States for the purpose of working on a U.S. Government contract or subcontract, if the payment of such costs is required under existing temporary worker programs or pursuant to a written agreement with the employee (for portions of contracts performed inside the United States); except that — (ii) The requirements of paragraphs (b)(7)(i) of this clause shall not apply to an employee who is —
(A) Legally permitted to remain in the country of employment and who chooses to do so; or
(B) Exempted by an authorized official of the contracting agency from the requirement to provide return transportation or pay for the cost of return transportation;
(iii) The requirements of paragraph (b)(7)(i) of this clause are modified for a victim of trafficking in persons who is seeking victim services or legal redress in the country of employment, or for a witness in an enforcement action related to trafficking in persons.

The contractor shall provide the return transportation or pay the cost of return transportation in a way that does not obstruct the victim services, legal redress, or witness activity. For example, the contractor shall not only offer return transportation to a witness at a time when the witness is still needed to testify. This paragraph does not apply when the exemptions at paragraph (b)(7)(ii) of this clause apply. (8) Provide or arrange housing that fails to meet the host country housing and safety standards; or (9) If required by law or contract, fail to provide an employment contract, recruitment agreement, or other required work document in writing. Such written work document shall be in a language the employee understands. If the employee must relocate to perform the work, the work document shall be provided to the employee at least five days prior to the employee relocating. The employee’s work document shall include, but is not limited to, details about work description, wages, prohibition on charging recruitment fees, work location(s), living accommodations and associated costs, time off, roundtrip transportation arrangements, grievance process, and the content of applicable laws and regulations that prohibit trafficking in persons. (c) Contractor requirements. The Contractor shall —
(1) Notify its employees and agents of —
(i) The United States Government’s policy prohibiting trafficking in persons, described in Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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paragraph (b) of this clause; and
(ii) The actions that will be taken against employees or agents for violations of this policy. Such actions for employees may include, but are not limited to, removal from the contract, reduction in benefits, or termination of employment; and (2) Take appropriate action, up to and including termination, against employees, agents, or subcontractors that violate the policy in paragraph (b) of this clause. (d) Notification.
(1) The Contractor shall inform the Contracting Officer and the agency Inspector General immediately of —
(i) Any credible information it receives from any source (including host country law enforcement) that alleges a Contractor employee, subcontractor, subcontractor employee, or their agent has engaged in conduct that violates the policy in paragraph (b) of this clause (see also 18 U.S.C. 1351, Fraud in Foreign Labor Contracting, and

52.203–13(b)(3)(i)(A), if that clause is included in the solicitation or contract, which requires disclosure to the agency Office of the Inspector General when the Contractor has credible evidence of fraud); and
(ii) Any actions taken against a Contractor employee, subcontractor, subcontractor employee, or their agent pursuant to this clause.
(2) If the allegation may be associated with more than one contract, the Contractor shall inform the contracting officer for the contract with the highest dollar value. (e) Remedies. In addition to other remedies available to the Government, the Contractor’s failure to comply with the requirements of paragraphs (c), (d), (g), (h), or (i) of this clause may result in — (1) Requiring the Contractor to remove a Contractor employee or employees from the performance of the contract;
(2) Requiring the Contractor to terminate a subcontract; (3) Suspension of contract payments until the Contractor has taken appropriate remedial action; (4) Loss of award fee, consistent with the award fee plan, for the performance period in which the Government determined Contractor non-compliance;
(5) Declining to exercise available options under the contract; (6) Termination of the contract for default or cause, in accordance with the termination clause of this contract; or
(7) Suspension or debarment.
(f) Mitigating and aggravating factors. When determining remedies, the Contracting Officer may consider the following:
(1) Mitigating factors. The Contractor had a Trafficking in Persons compliance plan or an awareness program at the time of the violation, was in compliance with the plan, and has taken appropriate remedial actions for the violation, that may include reparation to victims for such violations.
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requirements of a compliance plan, when directed by the Contracting Officer to do so. (g) Full cooperation.
(1) The Contractor shall, at a minimum -
(i) Disclose to the agency Inspector General information sufficient to identify the nature and extent of an offense and the individuals responsible for the conduct; (ii) Provide timely and complete responses to Government auditors’ and investigators’ requests for documents;
(iii) Cooperate fully in providing reasonable access to its facilities and staff (both inside and outside the U.S.) to allow contracting agencies and other responsible Federal agencies to conduct audits, investigations, or other actions to ascertain compliance with the Trafficking Victims Protection Act of 2000 (22 U.S.C. chapter 78), E.O. 13627, or any other applicable law or regulation establishing restrictions on trafficking in persons, the procurement of commercial sex acts, or the use of forced labor; and (iv) Protect all employees suspected of being victims of or witnesses to prohibited activities, prior to returning to the country from which the employee was recruited, and shall not prevent or hinder the ability of these employees from cooperating fully with Government authorities.
(2) The requirement for full cooperation does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not -
(i) Require the Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine;
(ii) Require any officer, director, owner, employee, or agent of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; or (iii) Restrict the Contractor from -
(A) Conducting an internal investigation;
or
(B) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.
(h) Compliance plan.
(1) This paragraph (h) applies to any portion of the contract that - (i) Is for supplies, other than commercially available off-the-shelf items, acquired outside the United States, or services to be performed outside the United States; and (ii) Has an estimated value that exceeds $550,000.
(2) The Contractor shall maintain a compliance plan during the performance of the contract that is appropriate —
(i) To the size and complexity of the contract; and
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including the number of non-United States citizens expected to be employed and the risk that the contract or subcontract will involve services or supplies susceptible to trafficking in persons.
(3) Minimum requirements. The compliance plan must include, at a minimum, the following:
(i) An awareness program to inform contractor employees about the Government’s policy prohibiting trafficking-related activities described in paragraph (b) of this clause, the activities prohibited, and the actions that will be taken against the employee for violations. Additional information about Trafficking in Persons and examples of awareness programs can be found at the Web site for the Department of State’s Office to Monitor and Combat Trafficking in Persons at http://www.state.gov/j/tip/. (ii) A process for employees to report, without fear of retaliation, activity inconsistent with the policy prohibiting trafficking in persons, including a means to make available to all employees the hotline phone number of the Global Human Trafficking Hotline at 1–844–888–FREE and its email address at [email protected]. (iii) A recruitment and wage plan that only permits the use of recruitment companies with trained employees, prohibits charging recruitment fees to the employee or potential employee, and ensures that wages meet applicable host-country legal requirements or explains any variance.
(iv) A housing plan, if the Contractor or subcontractor intends to provide or arrange housing, that ensures that the housing meets host-country housing and safety standards. (v) Procedures to prevent agents and subcontractors at any tier and at any dollar value from engaging in trafficking in persons (including activities in paragraph (b) of this clause) and to monitor, detect, and terminate any agents, subcontracts, or subcontractor employees that have engaged in such activities.
(4) Posting.
(i) The Contractor shall post the relevant contents of the compliance plan, no later than the initiation of contract performance, at the workplace (unless the work is to be performed in the field or not in a fixed location) and on the Contractor’s Web site (if one is maintained). If posting at the workplace or on the Web site is impracticable, the Contractor shall provide the relevant contents of the compliance plan to each worker in writing.
(ii) The Contractor shall provide the compliance plan to the Contracting Officer upon request.
(5) Certification. Annually after receiving an award, the Contractor shall submit a certification to the Contracting Officer that -
(i) It has implemented a compliance plan to prevent any prohibited activities identified at paragraph (b) of this clause and to monitor, detect, and terminate any agent, subcontract or subcontractor employee engaging in prohibited activities; and (ii) After having conducted due diligence, either -
(A) To the best of the Contractor’s knowledge and belief, neither it nor any of its agents, subcontractors, or their agents is engaged in any such activities; or (B) If abuses relating to any of the prohibited activities identified in paragraph (b) of this clause have been found, the Contractor or subcontractor has taken the appropriate remedial and referral actions.

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(i) Subcontracts.
(1) The Contractor shall include the substance of this clause, including this paragraph (i), in all subcontracts and in all contracts with agents. The requirements in paragraph (h) of this clause apply only to any portion of the subcontract that -
(i) Is for supplies, other than commercially available off-the-shelf items, acquired outside the United States, or services to be performed outside the United States; and
(ii) Has an estimated value that exceeds $550,000.
(2) If any subcontractor is required by this clause to submit a certification, the Contractor shall require submission prior to the award of the subcontract and annually thereafter. The certification shall cover the items in paragraph (h)(5) of this clause.

52.222-55 MINIMUM WAGES FOR CONTRACTOR WORKERS
UNDER EXECUTIVE ORDER 14026 (JAN 2022)
(a) Definitions. As used in this clause—
United States means the 50 states, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, Johnston Island, Wake Island, and the outer Continental Shelf as defined in the Outer Continental Shelf Lands Act (43 U.S.C. 1331, et seq.).

Worker –
(1) (i) Means any person engaged in performing work on, or in connection with, a contract covered by Executive Order 14026, and–
(A) Whose wages under such contract are governed by the Fair Labor Standards Act (29 U.S.C. chapter 8), the Service Contract Labor Standards statute (41 U.S.C. chapter 67), or the Wage Rate Requirements (Construction) statute (40 U.S.C. chapter 31, subchapter IV); (B) Other than individuals employed in a bona fide executive, administrative, or professional capacity, as those terms are defined in 29 CFR part 541; and (C) Regardless of the contractual relationship alleged to exist between the individual and the employer.
(ii) Includes workers performing on, or in connection with, the contract whose wages are calculated pursuant to special certificates issued under 29 U.S.C. 214(c). (iii) Also includes any person working on, or in connection with, the contract and individually registered in a bona fide apprenticeship or training program registered with the Department of Labor’s Employment and Training Administration, Office of Apprenticeship, or with a State Apprenticeship Agency recognized by the Office of Apprenticeship. (2) (i) A worker performs on a contract if the worker directly performs the specific services called for by the contract; and
(ii) A worker performs in connection with a contract if the worker's work activities are necessary to the performance of a contract but are not the specific services called for by the contract.
(b) Executive Order Minimum wage rate.

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(1) The Contractor shall pay to workers, while performing in the United States, and performing on, or in connection with, this contract, a minimum hourly wage rate of $15.00 per hour beginning January 30, 2022.
(2) The Contractor shall adjust the minimum wage paid, if necessary, beginning January 1, 2023, and annually thereafter, to meet the applicable annual E.O. minimum wage. The Administrator of the Department of Labor’s Wage and Hour Division (the Administrator) will publish annual determinations in the Federal Register no later than 90 days before the effective date of the new E.O. minimum wage rate. The Administrator will also publish the applicable E.O. minimum wage on https://www.sam.gov (or any successor website), and a general notice on all wage determinations issued under the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, that will provide information on the E.O. minimum wage and how to obtain annual updates. The applicable published E.O. minimum wage is incorporated by reference into this contract. (3) (i) The Contractor may request a price adjustment only after the effective date of the new annual E.O. minimum wage determination. Prices will be adjusted only for increased labor costs (including subcontractor labor costs) as a result of an increase in the annual E.O. minimum wage, and for associated labor costs (including those for subcontractors).

Associated labor costs shall include increases or decreases that result from changes in social security and unemployment taxes and workers’ compensation insurance, but will not otherwise include any amount for general and administrative costs, overhead, or profit. (ii) Subcontractors may be entitled to adjustments due to the new minimum wage, pursuant to paragraph (b)(2). Contractors shall consider any subcontractor requests for such price adjustment.
(iii) The Contracting Officer will not adjust the contract price under this clause for any costs other than those identified in paragraph (b)(3)(i) of this clause, and will not provide duplicate price adjustments with any price adjustment under clauses implementing the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute. (4) The Contractor warrants that the prices in this contract do not include allowance for any contingency to cover increased costs for which adjustment is provided under this clause. (5) A pay period under this clause may not be longer than semi-monthly, but may be shorter to comply with any applicable law or other requirement under this contract establishing a shorter pay period. Workers shall be paid no later than one pay period following the end of the regular pay period in which such wages were earned or accrued. (6) The Contractor shall pay, unconditionally to each worker, all wages due free and clear without subsequent rebate or kickback. The Contractor may make deductions that reduce a worker’s wages below the E.O. minimum wage rate only if done in accordance with 29 CFR

23.230, Deductions.
(7) The Contractor shall not discharge any part of its minimum wage obligation under this clause by furnishing fringe benefits or, with respect to workers whose wages are governed by the Service Contract Labor Standards statute, the cash equivalent thereof. (8) Nothing in this clause shall excuse the Contractor from compliance with any applicable Federal or State prevailing wage law or any applicable law or municipal ordinance or any applicable contract establishing a minimum wage higher than the E.O. 14026 minimum wage. However, wage increases under such other laws or municipal ordinances are not subject to price adjustment under this subpart.
(9) The Contractor shall pay the E.O. minimum wage rate whenever it is higher than any applicable collective bargaining agreement(s) wage rate.

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(10) The Contractor shall follow the policies and procedures in 29 CFR 23.240(b) and 23.280 for treatment of workers engaged in an occupation in which they customarily and regularly receive more than $30 a month in tips.
(c)
(1) This clause applies to workers as defined in paragraph (a). As provided in that definition– (i) Workers are covered regardless of the contractual relationship alleged to exist between the contractor or subcontractor and the worker;
(ii) Workers with disabilities whose wages are calculated pursuant to special certificates issued under 29 U.S.C. 214(c) are covered; and
(iii) Workers who are registered in a bona fide apprenticeship program or training program registered with the Department of Labor’s Employment and Training Administration, Office of Apprenticeship, or with a State Apprenticeship Agency recognized by the Office of Apprenticeship, are covered.
(2) This clause does not apply to–
(i) Fair Labor Standards Act (FLSA)-covered individuals performing in connection with contracts covered by the E.O., i.e. those individuals who perform duties necessary to the performance of the contract, but who are not directly engaged in performing the specific work called for by the contract, and who spend less than 20 percent of their hours worked in a particular workweek performing in connection with such contracts; (ii) Individuals exempted from the minimum wage requirements of the FLSA under 29 U.S.C. 213(a) and 214(a) and (b), unless otherwise covered by the Service Contract Labor Standards statute, or the Wage Rate Requirements (Construction) statute. These individuals include but are not limited to-
(A) Learners, apprentices, or messengers whose wages are calculated pursuant to special certificates issued under 29 U.S.C. 214(a) ;
(B) Students whose wages are calculated pursuant to special certificates issued under 29 U.S.C. 214(b) ; and
(C) Those employed in a bona fide executive, administrative, or professional capacity (29 U.S.C. 213(a)(1) and 29 CFR part 541).
(d) Notice. The Contractor shall notify all workers performing work on, or in connection with, this contract of the applicable E.O. minimum wage rate under this clause. With respect to workers covered by the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, the Contractor may meet this requirement by posting, in a prominent and accessible place at the worksite, the applicable wage determination under those statutes. With respect to workers whose wages are governed by the FLSA, the Contractor shall post notice, utilizing the poster provided by the Administrator, which can be obtained at www.dol.gov/agencies/whd/government-contracts, in a prominent and accessible place at the worksite. Contractors that customarily post notices to workers electronically may post the notice electronically provided the electronic posting is displayed prominently on any Web site that is maintained by the contractor, whether external or internal, and customarily used for notices to workers about terms and conditions of employment. (e) Payroll Records.
(1) The Contractor shall make and maintain records, for three years after completion of the work, containing the following information for each worker:

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(i) Name, address, and social security number;
(ii) The worker’s occupation(s) or classification(s);
(iii) The rate or rates of wages paid;
(iv) The number of daily and weekly hours worked by each worker; (v) Any deductions made; and
(vi) Total wages paid.
(2) The Contractor shall make records pursuant to paragraph (e)(1) of this clause available for inspection and transcription by authorized representatives of the Administrator. The Contractor shall also make such records available upon request of the Contracting Officer. (3) The Contractor shall make a copy of the contract available, as applicable, for inspection or transcription by authorized representatives of the Administrator. (4) Failure to comply with this paragraph (e) shall be a violation of 29 CFR 23.260 and this contract. Upon direction of the Administrator or upon the Contracting Officer's own action, payment shall be withheld until such time as the noncompliance is corrected. (5) Nothing in this clause limits or otherwise modifies the Contractor’s payroll and recordkeeping obligations, if any, under the Service Contract Labor Standards statute, the Wage Rate Requirements (Construction) statute, the Fair Labor Standards Act, or any other applicable law.
(f) Access. The Contractor shall permit authorized representatives of the Administrator to conduct investigations, including interviewing workers at the worksite during normal working hours.
(g) Withholding. The Contracting Officer, upon his or her own action or upon written request of the Administrator, will withhold funds or cause funds to be withheld, from the Contractor under this or any other Federal contract with the same Contractor, sufficient to pay workers the full amount of wages required by this clause.
(h) Disputes. Department of Labor has set forth in 29 CFR 23.510, Disputes concerning contractor compliance, the procedures for resolving disputes concerning a contractor’s compliance with Department of Labor regulations at 29 CFR part 23. Such disputes shall be resolved in accordance with those procedures and not the Disputes clause of this contract.

These disputes include disputes between the Contractor (or any of its subcontractors) and the contracting agency, the Department of Labor, or the workers or their representatives. (i) Antiretaliation. The Contractor shall not discharge or in any other manner discriminate against any worker because such worker has filed any complaint or instituted or caused to be instituted any proceeding under or related to compliance with the E.O. or this clause, or has testified or is about to testify in any such proceeding. (j) Subcontractor compliance. The Contractor is responsible for subcontractor compliance with the requirements of this clause and may be held liable for unpaid wages due subcontractor workers.
(k) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (k) in all subcontracts, regardless of dollar value, that are subject to the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, and are to be performed in whole or in part in the United States.

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(End of clause)

52.222-62 PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706
(JAN 2022)
(a) Definitions. As used in this clause (in accordance with 29 CFR 13.2) — “Child”, “domestic partner”, and “domestic violence” have the meaning given in 29 CFR 13.2. “Employee” —
(1) (i) Means any person engaged in performing work on or in connection with a contract covered by Executive Order (E.O.) 13706, and
(A) Whose wages under such contract are governed by the Service Contract Labor Standards statute (41 U.S.C. chapter 67), the Wage Rate Requirements (Construction) statute (40 U.S.C. chapter 31, subchapter IV), or the Fair Labor Standards Act (29 U.S.C. chapter 8),
(B) Including employees who qualify for an exemption from the Fair Labor Standards Act's minimum wage and overtime provisions,
(C) Regardless of the contractual relationship alleged to exist between the individual and the employer; and
(ii) Includes any person performing work on or in connection with the contract and individually registered in a bona fide apprenticeship or training program registered with the Department of Labor’s Employment and Training Administration, Office of Apprenticeship, or with a State Apprenticeship Agency recognized by the Office of Apprenticeship.
(2) (i) An employee performs “on” a contract if the employee directly performs the specific services called for by the contract; and
(ii) An employee performs “in connection with” a contract if the employee’s work activities are necessary to the performance of a contract but are not the specific services called for by the contract.
“Individual related by blood or affinity whose close association with the employee is the equivalent of a family relationship” has the meaning given in 29 CFR 13.2. “Multiemployer” plan means a plan to which more than one employer is required to contribute and which is maintained pursuant to one or more collective bargaining agreements between one or more employee organizations and more than one employer.
“Paid sick leave” means compensated absence from employment that is required by E.O. 13706 and 29 CFR part 13.
“Parent”, “sexual assault”, “spouse”, and “stalking” have the meaning given in 29 CFR 13.2. “United States” means the 50 States and the District of Columbia. (b) Executive Order 13706.
(1) This contract is subject to E.O. 13706 and the regulations issued by the Secretary of Labor in 29 CFR part 13 pursuant to the E.O.

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(2) If this contract is not performed wholly within the United States, this clause only applies with respect to that part of the contract that is performed within the United States. (c) Paid sick leave. The Contractor shall —
(1) Permit each employee engaged in performing work on or in connection with this contract to earn not less than 1 hour of paid sick leave for every 30 hours worked; (2) Allow accrual and use of paid sick leave as required by E.O. 13706 and 29 CFR part 13; (3) Comply with the accrual, use, and other requirements set forth in 29 CFR 13.5 and 13.6, which are incorporated by reference in this contract;
(4) Provide paid sick leave to all employees when due free and clear and without subsequent deduction (except as otherwise provided by 29 CFR 13.24), rebate, or kickback on any account; (5) Provide pay and benefits for paid sick leave used no later than one pay period following the end of the regular pay period in which the paid sick leave was taken; and (6) Be responsible for the compliance by any subcontractor with the requirements of E.O. 13706, 29 CFR part 13, and this clause.
(d) Contractors may fulfill their obligations under E.O. 13706 and 29 CFR part 13 jointly with other contractors through a multiemployer plan, or may fulfill their obligations through an individual fund, plan, or program (see 29 CFR 13.8).
(e) Withholding. The Contracting Officer will, upon his or her own action or upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the Contractor under this or any other Federal contract with the same Contractor, so much of the accrued payments or advances as may be considered necessary to pay employees the full amount owed to compensate for any violation of the requirements of E.O. 13706, 29 CFR part 13, or this clause, including–
(1) Any pay and/or benefits denied or lost by reason of the violation; (2) Other actual monetary losses sustained as a direct result of the violation; and (3) Liquidated damages.
(f) Payment suspension/contract termination/contractor debarment. (1) In the event of a failure to comply with E.O. 13706, 29 CFR part 13, or this clause, the contracting agency may, on its own action or after authorization or by direction of the Department of Labor and written notification to the Contractor take action to cause suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (2) Any failure to comply with the requirements of this clause may be grounds for termination for default or cause.
(3) A breach of the contract clause may be grounds for debarment as a contractor and subcontractor as provided in 29 CFR 13.52.
(g) The paid sick leave required by E.O. 13706, 29 CFR part 13, and this clause is in addition to the Contractor's obligations under the Service Contract Labor Standards statute and Wage Rate Requirements (Construction) statute, and the Contractor may not receive credit toward its prevailing wage or fringe benefit obligations under those Acts for any paid sick leave provided in satisfaction of the requirements of E.O. 13706 and 29 CFR part 13.

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(h) Nothing in E.O. 13706 or 29 CFR part 13 shall excuse noncompliance with or supersede any applicable Federal or State law, any applicable law or municipal ordinance, or a collective bargaining agreement requiring greater paid sick leave or leave rights than those established under E.O. 13706 and 29 CFR part 13.
(i) Recordkeeping
(1) The Contractor shall make and maintain, for no less than three (3) years from the completion of the work on the contract, records containing the following information for each employee, which the Contractor shall make available upon request for inspection, copying, and transcription by authorized representatives of the Administrator of the Wage and Hour Division of the Department of Labor:
(i) Name, address, and social security number of each employee. (ii) The employee’s occupation(s) or classification(s). (iii) The rate or rates of wages paid (including all pay and benefits provided). (iv) The number of daily and weekly hours worked.
(v) Any deductions made.
(vi) The total wages paid (including all pay and benefits provided) each pay period. (vii) A copy of notifications to employees of the amount of paid sick leave the employee has accrued, as required under 29 CFR 13.5(a)(2).
(viii) A copy of employees’ requests to use paid sick leave, if in writing, or, if not in writing, any other records reflecting such employee requests. (ix) Dates and amounts of paid sick leave taken by employees (unless the Contractor’s paid time off policy satisfies the requirements of E.O. 13706 and 29 CFR part 13 as described in 29 CFR 13.5(f)(5), leave shall be designated in records as paid sick leave pursuant to E.O. 13706).
(x) A copy of any written responses to employees’ requests to use paid sick leave, including explanations for any denials of such requests, as required under 29 CFR

13.5(d)(3).
(xi) Any records reflecting the certification and documentation the Contractor may require an employee to provide under 29 CFR 13.5(e), including copies of any certification or documentation provided by an employee. (xii) Any other records showing any tracking of or calculations related to an employee's accrual or use of paid sick leave.
(xiii) The relevant contract.
(xiv) The regular pay and benefits provided to an employee for each use of paid sick leave.
(xv) Any financial payment made for unused paid sick leave upon a separation from employment intended, pursuant to 29 CFR 13.5(b)(5), to relieve the Contractor from the obligation to reinstate such paid sick leave as otherwise required by 29 CFR 13.5(b)(4). (2) (i) If the Contractor wishes to distinguish between an employee's covered and noncovered Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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work, the Contractor shall keep records or other proof reflecting such distinctions. Only if the Contractor adequately segregates the employee’s time will time spent on noncovered work be excluded from hours worked counted toward the accrual of paid sick leave.

Similarly, only if the Contractor adequately segregates the employee’s time may the Contractor properly refuse an employee’s request to use paid sick leave on the ground that the employee was scheduled to perform noncovered work during the time he or she asked to use paid sick leave.
(ii) If the Contractor estimates covered hours worked by an employee who performs work in connection with contracts covered by the E.O. pursuant to 29 CFR 13.5(a)(i) or (iii), the Contractor shall keep records or other proof of the verifiable information on which such estimates are reasonably based. Only if the Contractor relies on an estimate that is reasonable and based on verifiable information will an employee's time spent in connection with noncovered work be excluded from hours worked counted toward the accrual of paid sick leave. If the Contractor estimates the amount of time an employee spends performing in connection with contracts covered by the E.O., the Contractor shall permit the employee to use his or her paid sick leave during any work time for the Contractor.
(3) In the event the Contractor is not obligated by the Service Contract Labor Standards statute, the Wage Rate Requirements (Construction) statute, or the Fair Labor Standards Act to keep records of an employee’s hours worked, such as because the employee is exempt from the Fair Labor Standards Act’s minimum wage and overtime requirements, and the Contractor chooses to use the assumption permitted by 29 CFR 13.5(a)(1)(iii), the Contractor is excused from the requirement in paragraph (i)(1)(iv) of this clause and 29 CFR 13.25(a)(4) to keep records of the employee’s number of daily and weekly hours worked.
(4) (i) Records relating to medical histories or domestic violence, sexual assault, or stalking, created for purposes of E.O. 13706, whether of an employee or an employee’s child, parent, spouse, domestic partner, or other individual related by blood or affinity whose close association with the employee is the equivalent of a family relationship, shall be maintained as confidential records in separate files/records from the usual personnel files. (ii) If the confidentiality requirements of the Genetic Information Nondiscrimination Act of 2008 (GINA), section 503 of the Rehabilitation Act of 1973, and/or the Americans with Disabilities Act (ADA) apply to records or documents created to comply with the recordkeeping requirements in this contract clause, the records and documents shall also be maintained in compliance with the confidentiality requirements of the GINA, section 503 of the Rehabilitation Act of 1973, and/or ADA as described in 29 CFR 1635.9, 41 CFR 60-741.23(d), and 29 CFR 1630.14(c)(1), respectively. (iii) The Contractor shall not disclose any documentation used to verify the need to use 3 or more consecutive days of paid sick leave for the purposes listed in 29 CFR

13.5(c)(1)(iv) (as described in 29 CFR 13.5(e)(1)(ii)) and shall maintain confidentiality about any domestic abuse, sexual assault, or stalking, unless the employee consents or when disclosure is required by law.
(5) The Contractor shall permit authorized representatives of the Wage and Hour Division to conduct interviews with employees at the worksite during normal working hours. (6) Nothing in this contract clause limits or otherwise modifies the Contractor’s recordkeeping obligations, if any, under the Service Contract Labor Standards statute, the Wage Rate Requirements (Construction) statute, the Fair Labor Standards Act, the Family and Medical Leave Act, E.O. 14026, their respective implementing regulations, or any other applicable law. (j) Interference/discrimination.
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sick leave as required by E.O. 13706 or 29 CFR part 13. Interference includes, but is not limited to —
(i) Miscalculating the amount of paid sick leave an employee has accrued; (ii) Denying or unreasonably delaying a response to a proper request to use paid sick leave;
(iii) Discouraging an employee from using paid sick leave; (iv) Reducing an employee’s accrued paid sick leave by more than the amount of such leave used;
(v) Transferring an employee to work on contracts not covered by the E.O. to prevent the accrual or use of paid sick leave;
(vi) Disclosing confidential information contained in certification or other documentation provided to verify the need to use paid sick leave; or
(vii) Making the use of paid sick leave contingent on the employee’s finding a replacement worker or the fulfillment of the Contractor’s operational needs. (2) The Contractor shall not discharge or in any other manner discriminate against any employee for —
(i) Using, or attempting to use, paid sick leave as provided for under E.O. 13706 and 29 CFR part 13;
(ii) Filing any complaint, initiating any proceeding, or otherwise asserting any right or claim under E.O. 13706 and 29 CFR part 13;
(iii) Cooperating in any investigation or testifying in any proceeding under E.O. 13706 and 29 CFR part 13; or
(iv) Informing any other person about his or her rights under E.O. 13706 and 29 CFR part

13. (k) Notice. The Contractor shall notify all employees performing work on or in connection with a contract covered by the E.O. of the paid sick leave requirements of E.O. 13706, 29 CFR part 13, and this clause by posting a notice provided by the Department of Labor in a prominent and accessible place at the worksite so it may be readily seen by employees. Contractors that customarily post notices to employees electronically may post the notice electronically, provided such electronic posting is displayed prominently on any website that is maintained by the Contractor, whether external or internal, and customarily used for notices to employees about terms and conditions of employment. (l) Disputes concerning labor standards. Disputes related to the application of E.O. 13706 to this contract shall not be subject to the general disputes clause of the contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR part 13.

Disputes within the meaning of this contract clause include disputes between the Contractor (or any of its subcontractors) and the contracting agency, the Department of Labor, or the employees or their representatives.
(m) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (m), in all subcontracts, regardless of dollar value, that are subject to the Service Contract Labor Standards statute or the Wage Rate Requirements (Construction) statute, and are to be performed in whole or in part in the United States.

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52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG
COMMERCIAL VESSELS (NOV 2021)
(a) Except as provided in paragraph (e) of this clause, the Cargo Preference Act of 1954 (46 U.S.C.

Appx 1241(b)) requires that Federal departments and agencies shall transport in privately owned U.S.-flag commercial vessels at least 50 percent of the gross tonnage of equipment, materials, or commodities that may be transported in ocean vessels (computed separately for dry bulk carriers, dry cargo liners, and tankers). Such transportation shall be accomplished when any equipment, materials, or commodities, located within or outside the United States, that may be transported by ocean vessel are —
(1) Acquired for a U.S. Government agency account;
(2) Furnished to, or for the account of, any foreign nation without provision for reimbursement; (3) Furnished for the account of a foreign nation in connection with which the United States advances funds or credits, or guarantees the convertibility of foreign currencies; or (4) Acquired with advance of funds, loans, or guaranties made by or on behalf of the United States.
(b) The Contractor shall use privately owned U.S.-flag commercial vessels to ship at least 50 percent of the gross tonnage involved under this contract (computed separately for dry bulk carriers, dry cargo liners, and tankers) whenever shipping any equipment, materials, or commodities under the conditions set forth in paragraph (a) above, to the extent that such vessels are available at rates that are fair and reasonable for privately owned U.S.-flag commercial vessels. (c) (1) The Contractor shall submit one legible copy of a rated on-board ocean bill of lading for each shipment to both (i) the Contracting Officer and (ii) the Office of Cargo Preference, Maritime Administration (MAR-590), 400 Seventh Street, SW, Washington, DC 20590.

Subcontractor bills of lading shall be submitted through the Prime Contractor. (2) The Contractor shall furnish these bill of lading copies (i) within 20 working days of the date of loading for shipments originating in the United States, or (ii) within 30 working days for shipments originating outside the United States. Each bill of lading copy shall contain the following information:
(A) Sponsoring U.S. Government agency.
(B) Name of vessel.
(C) Vessel flag of registry.
(D) Date of loading.
(E) Port of loading.
(F) Port of final discharge.
(G) Description of commodity.
(H) Gross weight in pounds and cubic feet if available. (I) Total ocean freight revenue in U.S. dollars.
(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts or purchase orders under this contract, except those described in paragraph (e)(4). (e) The requirement in paragraph (a) does not apply to — (1) Cargoes carried in vessels as required or authorized by law or treaty; Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 26 Contract Number:
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(2) Ocean transportation between foreign countries of supplies purchased with foreign currencies made available, or derived from funds that are made available, under the Foreign Assistance Act of 1961 (22 U.S.C. 2353);
(3) Shipments of classified supplies when the classification prohibits the use of non-Government vessels; and
(4) Subcontracts or purchase orders for the acquisition of commercial products or commercial services unless —
(i) This contract is —
(A) A contract or agreement for ocean transportation services; or (B) A construction contract; or
(ii) The supplies being transported are —
(A) Items the Contractor is reselling or distributing to the Government without adding value. (Generally, the Contractor does not add value to the items when it subcontracts items for f.o.b. destination shipment); or (B) Shipped in direct support of U.S. military —
(1) Contingency operations;
(2) Exercises; or
(3) Forces deployed in connection with United Nations or North Atlantic Treaty Organization humanitarian or peacekeeping operations. (f) Guidance regarding fair and reasonable rates for privately owned U.S.-flag commercial vessels may be obtained from the Office of Costs and Rates, Maritime Administration, 400 Seventh Street, SW, Washington, DC 20590, Phone: 202-366-4610.

52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING

DATA AND DATA OTHER THAN CERTIFIED COST OR PRICING
DATA — MODIFICATIONS (NOV 2021) (ALTERNATE IV —
OCT 2010)
(a) Submission of certified cost or pricing data is not required. (b) Provide data described below: [Insert description of the data and the format that are required, including the access to records necessary to permit an adequate evaluation of the proposed price in accordance with 15.403–3.]
(1) Information required by the clause at 552.238-82, Modifications (Multiple Award Schedule). (2) Any additional supporting information requested by the Contracting Officer. The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether the price(s) offered is fair and reasonable.
(3) By submitting a request for modification, the Contractor grants the Contracting Officer or an authorized representative the right to examine, at any time before agreeing to a modification, books, records, documents, papers, and other directly pertinent records to verify the pricing, sales and other data related to the supplies or services proposed in order to determine the reasonableness of price(s).

Access does not extend to
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ContractorÃƒÆ’Ã†â€™Ãƒâ€ Ã¢â‚¬â„¢ÃƒÆ’Ã¢â‚¬Â ÃƒÂ¢Ã¢â€šÂ¬Ã¢â€žÂ¢ÃƒÆ’Ã†â€™ÃƒÂ¢Ã¢â€šÂ¬Ã‚Â ÃƒÆ’Ã‚Â¢ÃƒÂ cost or profit information or other data relevant solely to the ContractorÃƒÆ’Ã†â€™Ãƒâ€ Ã¢â‚¬â„¢ÃƒÆ’Ã¢â‚¬Â ÃƒÂ¢Ã¢â€šÂ¬Ã¢â€žÂ¢ÃƒÆ’Ã†â€™ÃƒÂ¢Ã¢â€šÂ¬Ã‚Â ÃƒÆ’Ã‚Â¢ÃƒÂ determination of the prices to be offered in the catalog or marketplace. 552.238-116 OPTION TO EXTEND THE TERM OF THE FSS CONTRACT (MAR 2022) (a) The Government may require continued performance of this contract for an additional 5 year period. This option may be exercised up to three times. (b) The Contracting Officer may exercise the option by providing written notice to the Contractor 30 days before the contract expires.
(End of Clause)
552.238-115 SPECIAL ORDERING PROCEDURES FOR THE
ACQUISITION OF ORDER-LEVEL MATERIALS (APR 2022)
(a) Definition.
“Order-level materials”, as used in this clause, means supplies and/or services acquired in direct support of an individual task or delivery order placed against a Federal Supply Schedule (FSS) contract or FSS blanket purchase agreement (BPA), when the supplies and/or services are not known at the time of Schedule contract or FSS BPA award. The prices of order-level materials are not established in the FSS contract or FSS BPA. Order-level materials acquired following the procedures in paragraph (d) of this clause are done so under the authority of the FSS program, pursuant to 41 U.S.C. 152(3), and are not open market items, which are discussed in FAR 8.402(f). (b) FAR 8.403(b) provides that GSA may establish special ordering procedures for a particular FSS. (c) The procedures in FAR subpart 8.4 apply to this contract, with the exceptions listed in this clause. If a requirement in this clause is inconsistent with FAR subpart 8.4, this clause takes precedence pursuant to FAR 8.403(b).
(d) Procedures for including order-level materials when placing an individual task or delivery order against an FSS contract or FSS BPA.
(1) The procedures discussed in FAR 8.402(f) do not apply when placing task and delivery orders that include order-level materials.
(2) Order-level materials are included in the definition of the term “material” in FAR clause

52.212-4 Alternate I, and, therefore, all provisions of FAR clause 52.212-4 Alternate I that apply to “materials” also apply to order-level materials.
(3) Order-level materials shall only be acquired in direct support of an individual task or delivery order and not as the primary basis or purpose of the order. (4) The value of order-level materials in a task or delivery order, or the cumulative value of order-level materials in orders against an FSS BPA awarded under a FSS contract, shall not exceed 33.33%.
(5) All order-level materials shall be placed under the Order-Level Materials SIN. (6) Prior to the placement of an order that includes order-level materials, the Ordering Activity shall follow the procedures in FAR 8.404(h).

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(7) To support the price reasonableness of order-level materials– (i) The Contractor proposing order-level materials as part of a solution shall obtain a minimum of three quotes for each order-level material above the simplified acquisition threshold.
(A) One of these three quotes may include materials furnished by the Contractor under paragraph (i)(1)(ii)(A) of FAR clause 52.212-4 Alternate I. (B) If the Contractor cannot obtain three quotes, the Contractor shall maintain documentation of why three quotes could not be obtained to support their determination.
(C) A Contractor with an approved purchasing system, per FAR subpart 44.3, shall instead follow its purchasing system requirement and is exempt from the requirements in paragraphs (d)(7)(i)(A) through (B) of this clause. (ii) The Ordering Activity Contracting Officer must make a determination that prices for all order-level materials are fair and reasonable. The Ordering Activity Contracting Officer may base this determination on a comparison of the quotes received in response to the task or delivery order solicitation or other relevant pricing information available. (iii) If indirect costs are approved per paragraph (i)(1)(ii)(D)(2) of FAR clause 52.212-4 Alternate I, the Ordering Activity Contracting Officer must make a determination that all indirect costs approved for payment are fair and reasonable. Supporting data shall be submitted in a form acceptable to the Ordering Activity Contracting Officer. (8) Prior to an increase in the ceiling price of order-level materials, the Ordering Activity Contracting Officer shall follow the procedures at FAR 8.404(h)(3)(iv). (9) In accordance with GSAR clause 552.238-83, Examination of Records by GSA (Federal Supply Schedules), GSA has the authority to examine the Contractor's records for compliance with the pricing provisions in FAR clause 52.212-4 Alternate I, to include examination of any books, documents, papers, and records involving transactions related to the contract for overbillings, billing errors, and compliance with the Industrial Funding Fee (IFF) and the Sales Reporting clauses of the contract.
(10) Order-level materials are exempt from the following clauses:
(i) 552.216-70 Economic Price Adjustment - FSS Multiple Award Schedule Contracts. (ii) 552.238-77 Submission and Distribution of Authorized Federal Supply Schedule (FSS) Price Lists.
(iii) 552.238-81 Price Reductions.

End of clause
552.238-73 IDENTIFICATION OF ELECTRONIC OFFICE

EQUIPMENT PROVIDING ACCESSIBILITY FOR INDIVIDUALS
WITH DISABILITIES (MAR 2022)
(a) Definitions.
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related and/or public information resources.
"Individuals with Disabilities" mean qualified individuals with impairments as cited in 29 U.S.C. 705(20) who can benefit from electronic office equipment accessibility. "Special peripheral" means a special needs aid that provides access to electronic equipment that is otherwise inaccessible to individuals with disabilities. (b) The offeror is encouraged to identify in its offer, and include in any commercial catalogs and pricelists accepted by the Contracting Officer, office equipment, including any special peripheral, that will facilitate electronic office equipment accessibility for individuals with disabilities. Identification should include the type of disability accommodated and how the users with that disability would be helped.

Visalia City CouncilAugust 4, 2025

Visalia City Council
August 4, 2025